|
¨
|
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
OR
|
||
x
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
for the fiscal year ended December 31, 2018
|
||
OR
|
||
¨
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
OR
|
||
¨
|
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of class
|
|
Name of each exchange on which registered
|
Limited Partnership Units
|
|
New York Stock Exchange; Toronto Stock Exchange
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
Emerging growth company
¨
|
|
|
|
|
|
PAGE
|
|
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|
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|
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|
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|
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|
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|
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|
||||
|
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|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
|
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|
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|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
•
|
“Brookfield” are to Brookfield Asset Management and any affiliate of Brookfield Asset Management, other than us;
|
•
|
“Brookfield Asset Management” are to Brookfield Asset Management Inc.;
|
•
|
our “current operations” are to the businesses in which we hold an interest as described in Item 4.B “Business Overview”;
|
•
|
our “data infrastructure operations” are to our interest in French communication tower and fiber infrastructure operations and data storage operations in North and South America, Europe and the Asia Pacific, as described in Item 4.B “Business Overview—Our Operations—Data Infrastructure—Overview”;
|
•
|
our “energy operations” are to our interest in North American gas transmission operations in the United States, North American midstream energy and natural gas storage operations in the United States and Canada, North American district energy operations in the United States and Canada, and Australian energy distribution operations, as described in Item 4.B “Business Overview—Our Operations—Energy—Overview”;
|
•
|
the “Exchange LP Units” are to the exchangeable units of Brookfield Infrastructure Partners Exchange LP (“Exchange LP”), a subsidiary of our partnership, which were issued in connection with our partnership’s acquisition of an effective 30% interest in Enercare Inc. (“Enercare”), and which provide holders with economic terms that are substantially equivalent to those of our units and are exchangeable, on a one-for-one basis, for our units;
|
•
|
our “General Partner” are to Brookfield Infrastructure Partners Limited, which serves as our partnership’s general partner;
|
•
|
“Holding Entities” are to certain subsidiaries of the Holding LP, from time-to-time, through which we hold all of our interests in the operating entities;
|
•
|
the “Holding LP” are to Brookfield Infrastructure L.P.;
|
•
|
the “Infrastructure General Partner” are to Brookfield Infrastructure Special GP Limited, which serves as the general partner of the Infrastructure Special LP;
|
•
|
the “Infrastructure Special LP” are to Brookfield Infrastructure Special L.P., a subsidiary of Brookfield Asset Management, which is the special general partner of the Holding LP and “Special General Partner Units” refers to the units of the Holding LP that the Infrastructure Special LP holds in such capacity;
|
•
|
“Licensing Agreements” are to the licensing agreements described in Item 7.B “Related Party Transactions—Licensing Agreements”;
|
•
|
our “Limited Partnership Agreement” are to the amended and restated limited partnership agreement of our partnership, as amended from time to time;
|
•
|
the “managing general partner” are to our partnership in its capacity as managing general partner of the Holding LP and “Managing General Partner Units” refers to the units of the Holding LP that our partnership holds in such capacity;
|
•
|
“Master Services Agreement” are to the amended and restated master services agreement dated as of March 13, 2015, among the Service Recipients, Brookfield Asset Management, the Service Provider and others, as described in Item 6.A “Directors and Senior Management—Our Master Services Agreement”;
|
•
|
“Merger Transaction” are to our acquisition of the ownership interests in Prime that were not already held by us, which was completed on December 8, 2010;
|
•
|
“operating entities” are to the entities which directly or indirectly hold our current operations and assets that we may acquire in the future, including any assets held through joint ventures, partnerships and consortium arrangements;
|
•
|
our “partnership” are to Brookfield Infrastructure Partners L.P.;
|
•
|
“Prime” are to Prime Infrastructure, known collectively as Babcock & Brown Infrastructure Limited and Babcock & Brown Infrastructure Trust, or BBI, prior to its recapitalization on November 20, 2009;
|
•
|
“rate base” are to a regulated or notionally stipulated asset base;
|
•
|
the “Redemption-Exchange Mechanism” are to the mechanism by which Brookfield may request redemption of its limited partnership interests in the Holding LP in whole or in part in exchange for cash, subject to the right of our partnership to acquire such interests (in lieu of such redemption) in exchange for units of our partnership, as more fully set forth in Item 10.B “Memorandum and Articles of Association—Description of the Holding LP’s Limited Partnership Agreement—Redemption-Exchange Mechanism”;
|
•
|
“Redeemable Partnership Unit” is a limited partnership unit of the Holding LP that has the rights of the Redemption-Exchange Mechanism. See Item 10.B “Memorandum and Articles of Association—Description of the Holding LP’s Limited Partnership Agreement”;
|
•
|
“Relationship Agreement” are to the amended and restated relationship agreement dated as of March 28, 2014, as amended from time to time, by and among our partnership, the Holding LP, the Holding Entities, the Service Provider and Brookfield Asset Management, as described in Item 7.B “Related Party Transactions—Relationship Agreement”;
|
•
|
the “Service Provider” are to Brookfield Infrastructure Group L.P., Brookfield Asset Management Private Institutional Capital Adviser (Canada), LP, Brookfield Asset Management Barbados Inc., Brookfield Global Infrastructure Advisor Limited, Brookfield Infrastructure Group (Australia) Pty Limited and, unless the context otherwise requires, includes any other affiliate of Brookfield Asset Management that provides services to us pursuant to the Master Services Agreement or any other service agreement or arrangement;
|
•
|
“Service Recipients” are to our partnership, the Holding LP and certain of the Holding Entities in their capacity as recipients of services under the Master Services Agreement;
|
•
|
“spin-off” are to the issuance of the special dividend by Brookfield Asset Management to its shareholders of 35,016,762 of our units on January 31, 2008;
|
•
|
our “transport operations” are to our interests in Australian and Brazilian rail operations, port operations in the United States, the U.K., Europe, Australia, and New Zealand, toll road operations in Chile, Brazil, Peru and India, as described in Item 4.B “Business Overview—Our Operations—Transport—Overview”;
|
•
|
“Chilean electricity transmission operation” means the 27.8% interest in ETC Transmission Holdings, S.L. the parent company of Transelec S.A., a regulated electricity transmission operation in Chile, with subsidiaries in Peru, that was sold by Brookfield Infrastructure in 2018
;
|
•
|
our “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;
|
•
|
“Class A Preferred Units”, “Series 1 Preferred Units”, “Series 2 Preferred Units”, “Series 3 Preferred Units”, “Series 4 Preferred Units”, “Series 5 Preferred Units”, “Series 6 Preferred Units”, “Series 7 Preferred Units”, “Series 8 Preferred Units”, “Series 9 Preferred Units”, “Series 10 Preferred Units”, “Series 11 Preferred Units” and “Series 12 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 2, cumulative class A preferred limited partnership units, series 3, cumulative class A preferred limited partnership units, series 4, cumulative class A preferred limited partnership units, series 5, cumulative class A preferred limited partnership units, series 6, cumulative class A preferred limited partnership units, series 7, cumulative class A preferred limited partnership units, series 8 in our partnership, cumulative class A preferred limited partnership units, series 9 in our partnership, cumulative class A preferred limited partnership units, series 10 in our partnership, cumulative class A preferred limited partnership units, series 11 in our partnership, and cumulative class A preferred limited partnership units, series 12 in our partnership, respectively;
|
•
|
“Holding LP Class A Preferred Units”, “Holding LP Series 1 Preferred Units”, “Holding LP Series 3 Preferred Units”, “Holding LP Series 5 Preferred Units”, “Holding LP Series 7 Preferred Units”, “Holding LP Series 9 Preferred Units” and “Holding LP Series 11 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 5, cumulative class A preferred limited partnership units, series 7 of the Holding LP, cumulative class A preferred limited partnership units, series 9 of the Holding LP, and cumulative class A preferred limited partnership units, series 11 of the Holding LP, respectively;
|
•
|
our “utilities operations” refer to our interests in an Australian regulated terminal operation, South American electricity transmission operations in Brazil and distribution operation in Colombia, European regulated distribution operation in the U.K. and South American natural gas transmission operation, as described in Item 4.B “Business Overview—Our Operations—Utilities—Overview”; and
|
•
|
“Voting Agreements” are to the voting arrangements described in Item 7.B “Related Party Transactions—Voting Agreements”.
|
•
|
our assets are or may become highly leveraged and we intend to incur indebtedness above the asset level;
|
•
|
our partnership is a holding entity that relies on its subsidiaries to provide the funds necessary to pay our distributions and meet our financial obligations;
|
•
|
future sales and issuances of our units, preferred units or securities exchangeable for our units, or the perception of such sales or issuances, could depress the trading price of our units or preferred units;
|
•
|
pending acquisitions, dispositions and other transactions may not be completed on the timeframe or in the manner contemplated, or at all;
|
•
|
deployment of capital for our committed backlog and other projects we are pursuing may be delayed, curtailed or redirected altogether;
|
•
|
acquisitions may subject us to additional risks and the expected benefits of our acquisitions may not materialize;
|
•
|
foreign currency risk and risk management activities;
|
•
|
increasing political uncertainty, which may impact our ability to expand in certain markets;
|
•
|
general economic conditions and risks relating to the economy;
|
•
|
commodity risks;
|
•
|
alternative technologies could impact the demand for, or use of, the businesses and assets that we own and operate and could impair or eliminate the competitive advantage of our businesses and assets;
|
•
|
availability and cost of credit;
|
•
|
government policy and legislation change;
|
•
|
exposure to uninsurable losses and force majeure events;
|
•
|
infrastructure operations may require substantial capital expenditures;
|
•
|
labor disruptions and economically unfavorable collective bargaining agreements;
|
•
|
exposure to occupational health and safety related accidents;
|
•
|
exposure to increased economic regulation and adverse regulatory decisions;
|
•
|
exposure to environmental risks, including increasing environmental legislation and the broader impacts of climate change;
|
•
|
high levels of government regulation upon many of our operating entities, including with respect to rates set for our regulated businesses;
|
•
|
First Nations claims to land, adverse claims or governmental claims may adversely affect our infrastructure operations;
|
•
|
the competitive market for acquisition opportunities and the inability to identify and complete acquisitions as planned;
|
•
|
our ability to renew existing contracts and win additional contracts with existing or potential customers;
|
•
|
timing and price for the completion of unfinished projects;
|
•
|
some of our current operations are held in the form of joint ventures or partnerships or through consortium arrangements;
|
•
|
our infrastructure business is at risk of becoming involved in disputes and possible litigation;
|
•
|
some of our businesses operate in jurisdictions with less developed legal systems and could experience difficulties in obtaining effective legal redress, which creates uncertainties;
|
•
|
actions taken by national, state, or provincial governments, including nationalization, or the imposition of new taxes, could materially impact the financial performance or value of our assets;
|
•
|
reliance on technology and exposure to cyber-security attacks;
|
•
|
customers may default on their obligations;
|
•
|
reliance on tolling and revenue collection systems;
|
•
|
our ability to finance our operations due to the status of the capital markets;
|
•
|
changes in our credit ratings;
|
•
|
our operations may suffer a loss from fraud, bribery, corruption or other illegal acts;
|
•
|
Brookfield’s influence over our partnership and our partnership’s dependence on the Service Provider;
|
•
|
the lack of an obligation of Brookfield to source acquisition opportunities for us;
|
•
|
our dependence on Brookfield and its professionals;
|
•
|
interests in our General Partner may be transferred to a third party without unitholder or preferred unitholder consent;
|
•
|
Brookfield may increase its ownership of our partnership;
|
•
|
our Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfield any fiduciary duties to act in the best interests of unitholders or preferred unitholders;
|
•
|
conflicts of interest between our partnership, our preferred unitholders and our unitholders, on the one hand, and Brookfield, on the other hand;
|
•
|
our arrangements with Brookfield may contain terms that are less favorable than those which otherwise might have been obtained from unrelated parties;
|
•
|
our General Partner may be unable or unwilling to terminate the Master Services Agreement;
|
•
|
the limited liability of, and our indemnification of, the Service Provider;
|
•
|
our unitholders and preferred unitholders do not have a right to vote on partnership matters or to take part in the management of our partnership;
|
•
|
market price of our units and preferred units may be volatile;
|
•
|
dilution of existing unitholders;
|
•
|
adverse changes in currency exchange rates;
|
•
|
investors may find it difficult to enforce service of process and enforcement of judgments against us;
|
•
|
we may not be able to continue paying comparable or growing cash distributions to unitholders in the future;
|
•
|
our partnership may become regulated as an investment company under the
U.S. Investment Company Act of 1940
, as amended (“Investment Company Act”);
|
•
|
we are exempt from certain requirements of Canadian securities laws and we are not subject to the same disclosure requirements as a U.S. domestic issuer;
|
•
|
we may be subject to the risks commonly associated with a separation of economic interest from control or the incurrence of debt at multiple levels within an organizational structure;
|
•
|
effectiveness of our internal controls over financial reporting;
|
•
|
changes in tax law and practice; and
|
•
|
other factors described in this annual report on Form 20-F, including, but not limited to, those described under Item 3.D “Risk Factors” and elsewhere in this annual report on Form 20-F.
|
US$ MILLIONS, EXCEPT PER UNIT AMOUNTS
|
|
For the year ended December 31,
|
||||||||||||||||||
Statements of Operating Results
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||||
Revenue
|
|
$
|
4,652
|
|
|
$
|
3,535
|
|
|
$
|
2,115
|
|
|
$
|
1,855
|
|
|
$
|
1,924
|
|
Direct operating costs
|
|
(2,208
|
)
|
|
(1,509
|
)
|
|
(1,063
|
)
|
|
(798
|
)
|
|
(846
|
)
|
|||||
General and administrative expenses
|
|
(223
|
)
|
|
(239
|
)
|
|
(166
|
)
|
|
(134
|
)
|
|
(115
|
)
|
|||||
Depreciation and amortization expense
|
|
(801
|
)
|
|
(671
|
)
|
|
(447
|
)
|
|
(375
|
)
|
|
(380
|
)
|
|||||
Interest expense
|
|
(555
|
)
|
|
(428
|
)
|
|
(392
|
)
|
|
(367
|
)
|
|
(362
|
)
|
|||||
Share of (losses) earnings from investments in associates and joint ventures
|
|
(13
|
)
|
|
118
|
|
|
248
|
|
|
69
|
|
|
50
|
|
|||||
Mark-to-market on hedging items
|
|
137
|
|
|
(66
|
)
|
|
74
|
|
|
83
|
|
|
38
|
|
|||||
Gain on sale of associates
|
|
338
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other (expenses) income
|
|
(157
|
)
|
|
7
|
|
|
174
|
|
|
54
|
|
|
(1
|
)
|
|||||
Income before income tax
|
|
1,170
|
|
|
747
|
|
|
543
|
|
|
387
|
|
|
308
|
|
|||||
Current income tax expense
|
|
(318
|
)
|
|
(106
|
)
|
|
(33
|
)
|
|
(22
|
)
|
|
(30
|
)
|
|||||
Deferred income tax (expense) recovery
|
|
(46
|
)
|
|
(67
|
)
|
|
18
|
|
|
26
|
|
|
(49
|
)
|
|||||
Net income
|
|
$
|
806
|
|
|
$
|
574
|
|
|
$
|
528
|
|
|
$
|
391
|
|
|
$
|
229
|
|
Net income attributable to partnership
(1)
|
|
410
|
|
|
125
|
|
|
487
|
|
|
301
|
|
|
184
|
|
|||||
Net income (loss) per limited partnership unit (basic and diluted)
(2)
|
|
0.59
|
|
|
(0.04
|
)
|
|
1.13
|
|
|
0.69
|
|
|
0.45
|
|
|||||
Funds from Operations (FFO)
(3)
|
|
1,231
|
|
|
1,170
|
|
|
944
|
|
|
808
|
|
|
724
|
|
|||||
Per unit FFO
(4)
|
|
3.11
|
|
|
3.11
|
|
|
2.72
|
|
|
2.39
|
|
|
2.30
|
|
|||||
Adjusted Funds from Operations (AFFO)
(5)
|
|
982
|
|
|
941
|
|
|
771
|
|
|
672
|
|
|
593
|
|
|||||
Adjusted EBITDA
(6)
|
|
1,613
|
|
|
1,564
|
|
|
1,322
|
|
|
1,177
|
|
|
1,142
|
|
|||||
Adjusted Earnings
(7)
|
|
509
|
|
|
569
|
|
|
505
|
|
|
464
|
|
|
350
|
|
|||||
Adjusted Earnings per unit
(4)
|
|
1.29
|
|
|
1.51
|
|
|
1.45
|
|
|
1.38
|
|
|
1.11
|
|
|||||
Per unit distributions
|
|
1.88
|
|
|
1.74
|
|
|
1.55
|
|
|
1.41
|
|
|
1.28
|
|
|
(1)
|
Net income (loss) attributable to partnership includes net income (loss) attributable to non-controlling interests—Redeemable Partnership Units held by Brookfield, non-controlling interests—Exchange LP Units, general partner and limited partners.
|
(2)
|
During the year ended December 31,
2018
, on average there were
276.9 million
limited partnership units outstanding (
2017
:
264.6 million
,
2016
:
244.7 million
,
2015
:
238.9 million
,
2014
:
225.4 million
).
|
(3)
|
FFO is defined as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, and non-cash valuation gains or losses. Along with net income and other measures, FFO is a key measure of our financial performance that we use to assess the operating results and performance of our operations on a segmented basis. It is not calculated in accordance with, and does not have any standardized meanings prescribed by IFRS. For further details regarding our use of FFO as well as a reconciliation of net income to this measure, please see the “Reconciliation of Non-IFRS Financial Measures” section in Item 5 “Operating and Financial Review and Prospects–Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
|
(4)
|
During the year ended December 31,
2018
, on average there were
395.4 million
units outstanding (
2017
:
376.8 million
,
2016
:
347.2 million
,
2015
:
337.4 million
,
2014
:
315.1 million
), being inclusive of our units, the Redeemable Partnership Units, the Exchange LP Units and the Special General Partner Units.
|
(5)
|
AFFO is defined as FFO less capital expenditures required to maintain the current performance of our operations (maintenance capital expenditures). AFFO is a measure of operating performance that is not calculated in accordance with, and does not have any standardized meaning prescribed by, IFRS. AFFO is therefore unlikely to be comparable to similar measures presented by other issuers. AFFO has limitations as an analytical tool. For further details regarding our use of AFFO, as well as a reconciliation of net income to this measure, please see the “Reconciliation of Non-IFRS Financial Measures” section in Item 5 “Operating and Financial Review and Prospects–Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
|
(6)
|
Adjusted EBITDA is defined as net income excluding the impact of depreciation and amortization, interest expense, current and deferred income taxes, breakage and transaction costs, and non-cash valuation gains or losses. Adjusted EBITDA is not calculated in accordance with, and does not have any standardized meaning prescribed by, IFRS. Adjusted EBITDA is therefore unlikely to be comparable to similar measures presented by other issuers. Adjusted EBITDA has limitations as an analytical tool. For further details regarding our use of Adjusted EBITDA, as well as a reconciliation of net income to this measure, please see the “Reconciliation of Non-IFRS Financial Measures” section in Item 5 “Operating and Financial Review and Prospects–Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
|
(7)
|
Adjusted Earnings is defined as net income attributable to our partnership, excluding the impact of depreciation and amortization expense from revaluing property, plant and equipment and the effects of purchase price accounting, mark-to-market on hedging items and disposition gains or losses. Adjusted Earnings is not calculated in accordance with, and does not have any standardized meaning prescribed by, IFRS. Adjusted Earnings is therefore unlikely to be comparable to similar measures presented by other issuers. Adjusted Earnings has limitations as an analytical tool. For further details regarding our use of Adjusted Earnings, as well as a reconciliation of net income to this measure, please see the “Reconciliation of Non-IFRS Financial Measures” section in Item 5 “Operating and Financial Review and Prospects–Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
|
|
|
For the year ended December 31,
|
||||||||||||||||||
US$ MILLIONS, EXCEPT PER UNIT AMOUNTS
(1)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||||
Net income
|
|
$
|
806
|
|
|
$
|
574
|
|
|
$
|
528
|
|
|
$
|
391
|
|
|
$
|
229
|
|
Add back or deduct the following:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
801
|
|
|
671
|
|
|
447
|
|
|
375
|
|
|
380
|
|
|||||
Share of losses (earnings) from investments in associates and joint ventures
|
|
13
|
|
|
(118
|
)
|
|
(248
|
)
|
|
(69
|
)
|
|
(50
|
)
|
|||||
FFO contribution from investments in associates and joint ventures
|
|
546
|
|
|
584
|
|
|
454
|
|
|
341
|
|
|
289
|
|
|||||
Income tax expense (recovery)
|
|
364
|
|
|
173
|
|
|
15
|
|
|
(4
|
)
|
|
79
|
|
|||||
Mark-to-market on hedging items and other
|
|
20
|
|
|
59
|
|
|
(248
|
)
|
|
(137
|
)
|
|
(37
|
)
|
|||||
Gain on sale of associates
|
|
(338
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other (expense) income
|
|
(34
|
)
|
|
(61
|
)
|
|
95
|
|
|
36
|
|
|
11
|
|
|||||
Consolidated Funds from Operations
|
|
2,178
|
|
|
1,882
|
|
|
1,043
|
|
|
933
|
|
|
901
|
|
|||||
FFO attributable to non-controlling interests
|
|
(947
|
)
|
|
(712
|
)
|
|
(99
|
)
|
|
(125
|
)
|
|
(177
|
)
|
|||||
FFO
|
|
1,231
|
|
|
1,170
|
|
|
944
|
|
|
808
|
|
|
724
|
|
|||||
Maintenance capital expenditures
|
|
(249
|
)
|
|
(229
|
)
|
|
(173
|
)
|
|
(136
|
)
|
|
(131
|
)
|
|||||
AFFO
|
|
$
|
982
|
|
|
$
|
941
|
|
|
$
|
771
|
|
|
$
|
672
|
|
|
$
|
593
|
|
|
(1)
|
See Item 5 “Operating and Financial Review and Prospects–Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Non-IFRS Financial Measures” for a detailed reconciliation of our proportionate results to our consolidated statements of operating results.
|
•
|
there is no accepted industry standard for what constitutes an infrastructure asset. For example, Brookfield may consider certain assets that have both real-estate related characteristics and infrastructure related characteristics to be real estate and not infrastructure;
|
•
|
it is an integral part of Brookfield’s (and our) strategy to pursue the acquisition of infrastructure assets through consortium arrangements with institutional investors, strategic partners and/or financial sponsors and to form partnerships
(including private funds, joint ventures and similar arrangements)
to pursue such acquisitions on a specialized or global basis. Although Brookfield has agreed with us that it will not enter any such arrangements that are suitable for us without giving us an opportunity to participate in them, there is no minimum level of participation to which we will be entitled;
|
•
|
the same professionals within Brookfield’s organization that are involved in sourcing and executing acquisitions that are suitable for us are responsible for sourcing and executing opportunities for the vehicles, consortiums and partnerships referred to above, as well as having other responsibilities within Brookfield’s broader asset management business. Limits on the availability of such individuals will likewise result in a limitation on the availability of acquisition opportunities for us;
|
•
|
Brookfield will only recommend acquisition opportunities that it believes are suitable and appropriate for us. Our focus is on assets where we believe that our operations-oriented approach can be deployed to create value. Accordingly, opportunities where Brookfield cannot play an active role in influencing the underlying assets
may not be consistent with our acquisition strategy and, therefore,
may not be suitable for us, even though they may be attractive from a purely financial perspective. Legal, regulatory, tax and other commercial considerations will likewise be an important consideration in determining whether an opportunity is suitable and/or appropriate for us and will limit our ability to participate in certain acquisitions; and
|
•
|
in addition to structural limitations, the question of whether a particular acquisition is suitable
and/or appropriate
is highly subjective and is dependent on a number of portfolio construction and management factors including our liquidity position at the relevant time, the expected risk return profile of the opportunity, its fit with the balance of our
investments and related operations, other opportunities that we may be pursuing or otherwise considering at the relevant time, our interest in preserving capital in order to secure other opportunities and/or to meet other obligations,
and other factors. If Brookfield determines that an opportunity is not suitable or appropriate for us, it may still pursue such opportunity on its own behalf, or on behalf of a Brookfield-sponsored vehicle, partnership or consortium.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
May 2007
|
|
Corporate:
|
|
Prior to the spin-off, Brookfield acquired the following interests in our utilities and timber operations: (i) a 100% interest in our North American electricity transmission operations, in 1982; (ii) a 50% interest in our Canadian freehold timberlands, in May 2005; (iii) a 28% interest in our Chilean electricity transmission operation, in June 2006; (iv) 7%-18% interests in TBE, a group of five related transmission investments in Brazil, in 2006; and (v) a 100% interest in our U.S. freehold timberlands, in April 2007.
|
May 2007
|
|
Utilities:
|
|
Our Chilean electricity transmission operation was acquired by Brookfield on June 30, 2006 by a consortium of buyers led by Brookfield. As part of the stock purchase agreement between the parties, the buyers agreed to pay a purchase price adjustment of $160 million that was determined on April 4, 2008 following the final resolution of the 2006 transmission rate proceeding. In conjunction with our disproportionate funding of this purchase price adjustment, our ownership in our Chilean electricity transmission operation increased to approximately 18% from approximately 11% at the time of the spin-off.
|
May 2007
|
|
Utilities & Timber:
|
|
In conjunction with the spin-off, Brookfield contributed the following interests in our utilities and timber operations to us: (i) a 100% interest in our North American electricity transmission operations; (ii) a 38% interest in our Canadian freehold timberlands; (iii) an 11% interest in our Chilean electricity transmission operation; (iv) 7%-18% interests in TBE; and (v) a 30% interest in our U.S. freehold timberlands.
|
January 2008
|
|
Corporate:
|
|
On January 31, 2008, our partnership was spun off from Brookfield and its units began trading on the NYSE under the symbol “BIP”.
|
November 2008
|
|
Timber:
|
|
On November 4, 2008, we invested $103 million into our U.S. freehold timberlands. The proceeds were used to partially fund the add-on acquisition of a 67,661 acre tree farm in Washington State for $163 million and repay an outstanding bridge loan whose principal amount was approximately $250 million.
|
January 2009
|
|
Utilities
|
|
In January 2009, Brookfield and its partner Isolux, through their joint venture company, Wind Energy Texas Transmission LLC (“WETT”), were awarded the right to build $500 million of transmissions lines in Texas to facilitate the delivery of wind power to population centers as part of the Texas Competitive Renewable Energy Zones program. In the third quarter of 2009, Brookfield contributed its interest in WETT to a Brookfield sponsored infrastructure fund in which we own an interest. Upon finalization of the route selection and determination of the number of substations that comprise our system, this investment opportunity increased to approximately $750 million.
|
June 2009
|
|
Utilities
|
|
On June 30, 2009, we completed the sale of our interest in our Brazilian transmission operations for after-tax proceeds of $275 million, including proceeds from foreign exchange currency hedges. The sale resulted in the recognition of an approximately $68 million after-tax gain over book value.
|
September 2009
|
|
Corporate:
|
|
On September 10, 2009, our partnership’s units commenced trading on the TSX under the symbol “BIP.UN”.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
November 2009
|
|
Corporate:
|
|
On November 20, 2009, we invested $941 million to acquire an interest in Prime, and direct interests in two assets from Prime (collectively, the “BBI Transaction”). In total, our investment in Prime was part of a comprehensive recapitalization in which Prime raised over $1.6 billion from our partnership, Brookfield and other investors to repay debt. The first direct investment was in a U.K. port operation, which is one of the largest in the U.K. The second investment was an economic interest in an Australian terminal operation, one of the largest coal export terminals in the world. Our interests in North American gas transmission operations, Australian regulated distribution operations, U.K. regulated distribution operations, European energy distribution operations, Australian energy distribution operations, Australian rail operations, European port operations and an additional interest in the Australian terminal operations were held through Prime.
|
November 2009
|
|
Corporate:
|
|
Our participation in the BBI Transaction was financed in part by a public offering of 40.7 million units at a price of C$15.55 per unit that closed in November 2009. The net proceeds of the public offering, inclusive of the exercise of the underwriters’ over-allotment option, were approximately C$601 million. We funded the balance of the $940 million investment in the BBI Transaction through the issuance of Redeemable Partnership Units and general partner units of the Holding LP to Brookfield at a price of approximately $13.71 per unit, representing the price of our units issued under the public offering net of underwriting commissions payable by our partnership.
|
September 2010
|
|
Corporate:
|
|
On September 20, 2010, Brookfield closed a $2.7 billion infrastructure fund. Brookfield manages the fund and has committed to the fund’s total capital commitments, with Brookfield Infrastructure participating in the fund to the extent target acquisitions suit Brookfield Infrastructure’s profile. We hold all or a portion of our interests in our Australian regulated terminal operations, our U.K. port operations, our Texas electricity transmission project, our high-voltage direct current (“HVDC”) submarine transmission line, our South American toll road operations, our Colombian distribution utility, our gas storage operations and our district heating and cooling operations through this fund.
|
December 2010
|
|
Corporate:
|
|
On December 8, 2010, Brookfield Infrastructure increased its ownership of Prime from 40% to 100% through a Merger Transaction whereby Prime security holders received 0.24 of our units per Prime security held and a special distribution of A$0.20 per Prime security. Pursuant to the merger, approximately 50.7 million units were issued, including 0.9 million Redeemable Partnership Units to Brookfield.
|
October 2011
|
|
Corporate:
|
|
On October 26, 2011, Brookfield Infrastructure issued approximately 19.4 million units at $24.75 per unit under its shelf registrations in the United States and Canada. Brookfield acquired approximately 8.3 million Redeemable Partnership Units at the offering price net of commissions to maintain its interest assuming exchange of the Redeemable Partnership Units. Net proceeds from this equity offering totaled approximately $657 million. The proceeds were used to fund an equity investment in our Australian rail operation, including the pay down of our corporate credit facility, which had been primarily drawn over the previous nine months to fund the investment in our rail expansion program, and a $160 million investment in Chilean toll road assets.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
December 2011
|
|
Transport:
|
|
On December 15, 2011 we invested approximately $160 million to purchase an ownership stake in two related Chilean toll road assets comprised of a 33 kilometer toll road and tunnel that form part of a key ring road in the transportation network of Santiago, Chile. The toll road and tunnel are long-life assets that have concessions with expirations in 2033 and 2037, respectively. This investment seeded our toll road platform with high quality assets in a high growth country with a favorable concession regime.
|
January 2012
|
|
Utilities:
|
|
On January 27, 2012, we purchased an ownership interest in a Colombian regulated distribution utility. This utility serves a predominantly residential load in Boyacá, a region of 1.3 million inhabitants located 150 kilometers north of Bogotá with emerging cement, steel and coal industries.
|
April 2012
|
|
Energy:
|
|
On April 27, 2012, we purchased an ownership interest in a natural gas storage facility in northeastern Alberta for $16 million.
|
August 2012
|
|
Corporate:
|
|
In August 2012, Brookfield Infrastructure issued approximately 11.1 million units at an offering price of $33.25 per unit under its shelf registrations in the United States and Canada. Brookfield acquired approximately 4.4 million Redeemable Partnership Units at the offering price net of commissions to maintain its interest assuming exchange of the Redeemable Partnership Units. Net proceeds from this equity offering totaled $497 million. The net proceeds were used by Brookfield Infrastructure to partially fund several strategic initiatives further described below.
|
October 2012
|
|
Utilities:
|
|
On October 1, 2012, Brookfield Infrastructure acquired Brookfield’s interest in its Chilean transmission system for $235 million. Following this transaction, Brookfield Infrastructure’s ownership interest was 28%.
|
October 2012
|
|
Transport:
|
|
On October 1, 2012, we closed the acquisition of an additional interest in our Chilean toll road for $170 million, increasing our ownership to 51%.
|
October 2012
|
|
Corporate:
|
|
On October 10, 2012, Brookfield Infrastructure issued C$400 million of five-year corporate bonds in the Canadian market with a 3.5% interest rate, which was swapped into U.S. dollars at an effective interest rate of 2.7%. Proceeds were used primarily to refinance holding company debt.
|
October 2012
|
|
Energy:
|
|
On October 31, 2012, we invested approximately $75 million in a district energy system that serves commercial customers in downtown Toronto, which we acquired in partnership with institutional investors.
|
November 2012
|
|
Utilities:
|
|
On November 13, 2012, we completed the merger of our existing U.K. regulated distribution business with a U.K. regulated distribution business that we acquired in the third quarter of 2012. In conjunction with the merger, we invested $525 million of equity to recapitalize the combined business. On November 30, 2012, Brookfield Infrastructure closed the sale of a 20% interest in the combined business to an institutional investor for proceeds of approximately $235 million. Brookfield Infrastructure maintained control of this business, while bringing on board a respected global infrastructure investor as a minority partner who we believe is well-suited to work with us in support of the growth of the combined business over the long-term.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
December 2012
|
|
Transport:
|
|
On December 4, 2012, Brookfield Infrastructure purchased a controlling interest in a Brazilian toll road platform, along with Abertis Infraestructuras and institutional partners. Following this acquisition, Brookfield Infrastructure owns interests in 11 toll roads in Brazil and Chile. Its 3,200 kilometer network is diversified with a balance of light and heavy vehicles and urban and interurban traffic. As one of the largest owner/operators of toll roads in the region, Brookfield Infrastructure is well positioned to invest in additional expansions and upgrades of the system as well as add-on acquisitions and development opportunities in two of the highest growth countries in the region. As required by law, Brookfield Infrastructure and its partners made a tender offer to acquire the interests of the minority holders of the Brazilian toll roads, which resulted in Brookfield Infrastructure acquiring an additional interest in the Brazilian toll road business in September 2013.
|
December 2012
|
|
Corporate:
|
|
In December, 2012, Brookfield Infrastructure closed an upsizing of its corporate credit facilities, increasing commitments to $855.6 million from $700 million. Following a second close in January 2013, commitments increased to $900 million. The incremental $200 million of commitments have substantially the same terms as the previous facilities. These corporate credit facilities continue to be available to provide short-term liquidity for investments and acquisitions as well as general corporate purposes.
|
December 2012
|
|
Timber:
|
|
On December 31, 2012, Brookfield Infrastructure completed its sale of a 12.5% interest of its Canadian timberlands for $85 million, and retained a 25% interest in this business.
|
May 2013
|
|
Corporate:
|
|
In May 2013, Brookfield Infrastructure issued approximately 6.6 million units at an offering price of $37.75 per unit under its shelf registrations in the United States and Canada. Brookfield acquired approximately 2.6 million Redeemable Partnership Units at the offering price net of commissions in order to maintain its interest assuming exchange of the Redeemable Partnership Units. Net proceeds from this equity offering totaled approximately $330 million. The proceeds were used for the repayment of amounts outstanding under revolving credit facilities, investment opportunities, working capital and other general corporate purposes.
|
June 2013
|
|
Timber:
|
|
On June 7, 2013, Brookfield Infrastructure completed the sale of its remaining 25% interest in its Canadian timberlands for proceeds of approximately $170 million.
|
July 2013
|
|
Timber:
|
|
On July 23, 2013, Brookfield Infrastructure completed the sale of its interest in its U.S. Pacific Northwest timberlands for approximately $790 million. The buyer agreed to assume Brookfield Infrastructure’s proportionate debt of approximately $320 million resulting in net proceeds from the transaction of approximately $470 million.
|
August 2013
|
|
Corporate:
|
|
In August 2013, Brookfield Infrastructure closed an upsizing of its corporate credit facilities, increasing commitments to $1.4 billion. The incremental $545 million of commitments have substantially the same terms as the previous facilities. These corporate credit facilities continue to be available to provide short-term liquidity for investments and acquisitions as well as general corporate purposes.
|
September 2013
|
|
Transport:
|
|
On September 6, 2013, Brookfield Infrastructure invested approximately $490 million in its Brazilian toll road platform, increasing its ownership to approximately 31%.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
October 2013
|
|
Corporate:
|
|
On October 30, 2013, Brookfield closed a $7 billion infrastructure fund. Brookfield manages the fund and has committed to the fund’s total capital commitments, with Brookfield Infrastructure participating in the fund to the extent target acquisitions suit Brookfield Infrastructure’s profile. We hold all or a portion of our interests in our Brazilian rail and port logistics business, North American west coast container terminal, European telecommunications infrastructure operation, U.S. district energy operation and our North American gas storage operations through this fund.
|
November 2013
|
|
Utilities:
|
|
On November 29, 2013, Brookfield Infrastructure announced that it completed the sale of its 42% interest in its Asia Pacific regulated distribution business for approximately $415 million.
|
December 2013
|
|
Energy:
|
|
On December 2, 2013, Brookfield Infrastructure invested approximately $40 million in a district energy system that serves commercial customers in New Orleans and Houston, which we acquired in partnership with institutional investors. Brookfield Infrastructure owns an approximate 40% interest in the business.
|
March 2014
|
|
Transport:
|
|
On March 26, 2014, Brookfield Infrastructure acquired alongside institutional investors an approximate 50% equity stake in Mitsui O.S.K. Lines, Ltd. container terminals in Los Angeles and Oakland, of which Brookfield Infrastructure invested 40% for a total investment of approximately $125 million.
|
March 2014
|
|
Corporate:
|
|
On March 28, 2014, Brookfield Infrastructure effected a restructuring pursuant to which the Holding LP’s limited partnership agreement was amended to make our partnership the managing general partner of the Holding LP and to make the Infrastructure Special LP, the former general partner of the Holding LP, a special limited partner of the Holding LP. This change was made in order to simplify the Holding LP’s governance structure and to more clearly delineate our partnership’s governance rights in respect of the Holding LP. As a result, the voting agreement between Brookfield Infrastructure and Brookfield, which required Brookfield to exercise certain of its voting rights in respect of the Holding LP’s former general partner as directed by Brookfield Infrastructure, was terminated and related changes were made to our Limited Partnership Agreement and the Master Services Agreement. Because Brookfield is a party to these agreements, all of the amendments were approved by a special committee of independent directors of the General Partner and the former general partner of the Holding LP. The economic interests of Brookfield Infrastructure were not affected by these changes.
|
August 2014
|
|
Energy:
|
|
On August 7, 2014, Brookfield Infrastructure invested alongside institutional investors to acquire two district energy businesses serving Chicago and Las Vegas, and on November 21, 2014, Brookfield Infrastructure invested alongside institutional investors to acquire a district energy business serving Seattle. Brookfield Infrastructure invested approximately $50 million in aggregate for the three businesses and it owns an approximate 40% interest in each business.
|
August 2014
|
|
Transport:
|
|
On August 19, 2014, Brookfield Infrastructure invested approximately $370 million, alongside institutional investors to acquire an approximately 11% interest in VLI, one of Brazil’s largest rail and port logistics businesses.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
August 2014
|
|
Corporate
|
|
In August 2014, Brookfield Infrastructure closed an extension of its corporate credit facilities to June 30, 2019 and decreased the annual interest rate spread applicable on LIBOR and the unused commitment fee to 120 basis points and 18 basis points, respectively.
|
December 2014
|
|
Energy:
|
|
On December 3, 2014, Brookfield Infrastructure acquired alongside institutional investors a 50% interest in Tres Palacios Gas Storage in Texas for approximately $100 million, of which Brookfield Infrastructure invested approximately $40 million.
|
December 2014
|
|
Energy:
|
|
On December 31, 2014, Brookfield Infrastructure acquired alongside institutional investors a 100% stake in Lodi Gas Storage in California for approximately $105 million, of which Brookfield Infrastructure invested approximately $40 million.
|
March 2015
|
|
Corporate:
|
|
On March 11, 2015, Brookfield Infrastructure issued C$450 million of seven-year corporate bonds in the Canadian market with a 3.5% interest rate, which was swapped into $360 million on a matched maturity basis at an effective rate of 3.9%. Proceeds were used for general corporate purposes, including to fund new investments that were previously announced and repay amounts outstanding under credit facilities.
|
March 2015
|
|
Corporate:
|
|
On March 12, 2015, our Limited Partnership Agreement was amended to permit the authorization and issuance of preferred units, authorize and create the Class A Preferred Units, Series 1 Preferred Units and Series 2 Preferred Units and to make certain consequential changes resulting from such authorization and creation. On March 12, 2015, the limited partnership agreement of the Holding LP was also amended to permit the authorization and issuance of Holding LP Class A Preferred Units, Holding LP Series 1 Preferred Units and Holding LP Series 2 Preferred Units, with terms substantially mirroring the Class A Preferred Units, Series 1 Preferred Units and Series 2 Preferred Units, respectively.
|
March 2015
|
|
Corporate:
|
|
On March 12, 2015, our partnership issued 5 million Series 1 Preferred Units at an offering price of C$25.00 per Series 1 Preferred Unit under its shelf registration in Canada. Our Partnership acquired 5 million Holding LP Series 1 Preferred Units at the offering price. Holders of the Series 1 Preferred Units and Holding LP Series 1 Preferred Units will be entitled to receive a cumulative quarterly fixed distribution at a rate of 4.50% annually for the initial period ending June 30, 2020. Proceeds were used for general corporate purposes, including to fund new investments that were previously announced and repay amounts outstanding under credit facilities. Net proceeds from this offering totaled approximately $95 million.
|
March 2015
|
|
Data Infrastructure:
|
|
On March 31, 2015, Brookfield Infrastructure, through a Brookfield sponsored fund, acquired a 21% interest in TDF, a European telecommunications infrastructure operation, for approximately $415 million.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
April 2015
|
|
Corporate:
|
|
In April 2015, Brookfield Infrastructure issued approximately 13.4 million units at an offering price of $45.00 per unit under its shelf registrations in the United States and Canada. Brookfield acquired approximately 8.1 million Redeemable Partnership Units at the offering price net of commissions in order to maintain its interest in our partnership. Net proceeds from this equity offering totaled approximately $926 million. The proceeds were used for the repayment of amounts outstanding under revolving credit facilities, investment opportunities, working capital and other general corporate purposes.
|
June 2015
|
|
Corporate:
|
|
On June 12, 2015, Brookfield Infrastructure amended its corporate credit facilities to, among other things, effect an extension of those corporate credit facilities to June 30, 2020. These corporate credit facilities continue to be available to provide short-term liquidity for investments and acquisitions as well as general corporate purposes.
|
June 2015
|
|
Energy:
|
|
In June 2015, Brookfield Infrastructure, along with institutional partners, signed definitive agreements to acquire all of the outstanding common units of Rockpoint Gas Storage Partners LLC (“Rockpoint”). The total equity investment for all parties was $175 million of which Brookfield Infrastructure agreed to invest approximately $70 million for an effective 40% ownership stake. Rockpoint is North America’s largest independent natural gas storage operator with approximately 250 billion cubic feet of natural gas storage.
|
August 2015
|
|
Utilities:
|
|
On August 21, 2015, Brookfield Infrastructure completed the sale of its 23% interest in its New England electricity transmission operation for gross proceeds of approximately $65 million and net proceeds of approximately $28 million.
|
October 2015
|
|
Corporate:
|
|
On October 30, 2015, Brookfield Infrastructure issued two tranches of corporate bonds in the Canadian market: C$125 million of three-year bonds with a 3.0% interest rate and C$375 million of five-year bonds with an interest rate of 3.5%. The three-year and five-year bonds were swapped into a combined $378 million bond on a matched maturity basis at an effective rate of 3.8%. The proceeds were used for investment opportunities, working capital and other general corporate purposes.
|
November 2015
|
|
Transport:
|
|
On November 5, 2015, an Australian subsidiary of our partnership (the “Acquirer”) acquired 188 million shares in Asciano Limited representing a 14.9% interest. Concurrently, the Acquirer entered into arrangements to acquire an indirect economic interest of an additional 4.3%, for a total direct and indirect interest of 19.3%. Total consideration paid for the interest in Asciano Limited was approximately $1.2 billion, with Brookfield Infrastructure’s share of that investment being approximately $900 million.
|
December 2015
|
|
Corporate:
|
|
On December 8, 2015 our partnership issued 5 million Series 3 Preferred Units at an offering price of C$25.00 per Series 3 Preferred Unit under its shelf registration in Canada. Our Partnership acquired 5 million Holding LP Series 3 Preferred Units at the offering price. Holders of the Series 3 Preferred Units and Holding LP Series 3 Preferred Units will be entitled to receive a cumulative quarterly fixed distribution at a rate of 5.50% annually for the initial period ending December 31, 2020. Proceeds were used for investment opportunities, working capital and other general corporate purposes. Net proceeds from this offering totaled approximately $90 million.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
December 2015
|
|
Energy:
|
|
On December 10, 2015, Kinder Morgan, Inc and Brookfield Infrastructure jointly acquired, from Myria Holdings, Inc., the 53% equity interest in Natural Gas Pipeline Company of America LLC (“NGPL”) not already owned by them for a total purchase price of approximately $242 million. Brookfield Infrastructure paid approximately $106 million and increased its ownership from 26.5% to 50%.
|
December 2015
|
|
Corporate:
|
|
On December 11, 2015, Brookfield Infrastructure closed an upsizing of its corporate credit facilities, increasing commitments to $1.875 billion. The incremental $450 million of commitments have substantially the same terms as the previous facilities. These corporate credit facilities continue to be available to provide short-term liquidity for investments and acquisitions as well as general corporate purposes.
|
January 2016
|
|
Utilities:
|
|
On January 29, 2016, Brookfield Infrastructure signed binding agreements to sell its 100% interest in its Ontario electricity transmission operation for gross proceeds of approximately C$370 million, resulting in net proceeds of approximately C$220 million.
|
February 2016
|
|
Transport:
|
|
On February 18, 2016, the takeover bid for Asciano Limited made by our partnership, together with institutional partners, lapsed, following the withdrawal of its recommendation by the board of directors of Asciano Limited. This change of recommendation triggered an A$88 million payment to the Brookfield consortium.
|
March 2016
|
|
Transport:
|
|
On March 1, 2016, Brookfield Infrastructure expanded its toll road business through the acquisition of a 40% interest in a toll road business in India from Gammon Infrastructure Projects Limited for consideration of $42 million through a Brookfield-sponsored infrastructure fund.
|
March 2016
|
|
Corporate:
|
|
On March 29, 2016, Brookfield Infrastructure closed an upsizing of its corporate credit facilities, increasing commitments to $1.975 billion. The incremental $100 million of commitments have substantially the same terms as the previous facilities. These corporate credit facilities continue to be available to provide short-term liquidity for investments and acquisitions as well as general corporate purposes.
|
April 2016
|
|
Energy:
|
|
On April 7, 2016, Brookfield Infrastructure and its partner in its North American gas transmission operation each injected $312 million into the business to pay down operating level debt.
|
May 2016
|
|
Transport:
|
|
In May 2016, Brookfield Infrastructure, alongside an institutional investor and a partner in the business, executed a privatization of its Brazilian toll road operation. The privatization resulted in our partnership’s ownership interest increasing from 40% to 48% in exchange for cash consideration of $73 million. Subsequent to the privatization, Brookfield Infrastructure, alongside an institutional partner, injected $114 million into the Brazilian toll road operation for growth capital expenditure requirements.
|
May 2016
|
|
Energy:
|
|
On May 26, 2016, Brookfield Infrastructure completed the sale of its 100% interest in its European energy distribution operation to a third party for gross proceeds of approximately $135 million and net proceeds of approximately $127 million.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
June 2016
|
|
Corporate:
|
|
On June 17, 2016, Brookfield Infrastructure amended its corporate credit facilities to, among other things, effect an extension of those corporate credit facilities to June 30, 2021.
|
June 2016
|
|
Transport:
|
|
On June 28, 2016, Brookfield Infrastructure acquired a 17% interest in Rutas de Lima S.A.C, through a Brookfield-sponsored infrastructure fund, for total consideration of $127 million, comprised of $118 million of cash and an amount payable of $9 million.
|
June 2016
|
|
Utilities:
|
|
In June 2016, Brookfield Infrastructure and its partners agreed to construct approximately 2,800 kilometers of greenfield transmission lines in Brazil and establish a business with substantial scale in the country. These are long-life, 30-year concession assets that earn cash flows under a stable, availability-based regulatory framework.
|
July 2016
|
|
Corporate:
|
|
On July 8, 2016, Brookfield closed a $14 billion infrastructure fund. Brookfield manages the fund and has committed $4 billion to the fund’s total capital commitments, with Brookfield Infrastructure participating in the fund to the extent target acquisitions suit Brookfield Infrastructure’s investment profile.
|
July 2016
|
|
Energy:
|
|
On July 19, 2016, Brookfield Infrastructure acquired a 40% interest in Rockpoint for consideration of $227 million through a Brookfield‑sponsored infrastructure fund. This consideration was comprised of $141 million of Rockpoint senior notes currently owned by Brookfield Infrastructure, which Brookfield Infrastructure paid $104 million to acquire, $19 million of a working capital credit facility provided to Rockpoint by Brookfield Infrastructure prior to the acquisition date, and cash of $67 million.
|
August 2016
|
|
Corporate:
|
|
On August 2, 2016, our partnership issued 10 million Series 5 Preferred Units at an offering price of C$25.00 per Series 5 Preferred Unit in a public offering in Canada. Our partnership acquired 10 million Holding LP Series 5 Preferred Units at the offering price. Holders of the Series 5 Preferred Units and Holding LP Series 5 Preferred Units will be entitled to receive a cumulative quarterly fixed distribution at a rate of 5.35% annually for the initial period ending September 30, 2021. Proceeds were used for investment opportunities, working capital and other general corporate purposes. Net proceeds from this offering totaled approximately $186 million.
|
August 2016
|
|
Transport:
|
|
On August 18, 2016, Brookfield Infrastructure acquired a 27% interest in Linx Cargo Care and a 13% interest in Patrick Terminals and Logistics (“Patrick”) from Asciano Limited, through a Brookfield‑sponsored infrastructure fund, along with institutional partners, for total consideration of $145 million and $202 million, respectively, resulting in the expansion of Brookfield Infrastructure’s ports business to Australia.
|
September 2016
|
|
Corporate:
|
|
On September 14, 2016, our partnership completed a three-for-two split of our units by way of a subdivision of units, whereby unitholders received an additional one-half of a unit for each unit held, resulting in the issuance of an additional approximately 115 million units. Any fractional units otherwise issuable to registered holders as a result of the Unit Split were rounded up to the nearest whole unit. Our preferred units were not affected by the Unit Split. The Managing General Partner Units, Special Limited Partner Units and Redeemable Partnership Units of the Holding LP were concurrently split to reflect the Unit Split.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
September 2016
|
|
Utilities
|
|
On September 23, 2016, Brookfield Infrastructure, together with institutional clients of Brookfield Asset Management announced that they had reached an agreement to acquire a 90% controlling stake in Nova Transportadora do Sudeste S.A. (“NTS”) a system of natural gas transmission assets in the southeast of Brazil owned by Petrobras, for approximately $5.3 billion.
|
October 2016
|
|
Utilities:
|
|
In October 2016, Brookfield Infrastructure and its partners agreed to construct an additional 1,400 kilometers of greenfield transmission lines in Brazil, bringing the total development to 4,200 kilometers. Brookfield Infrastructure will deploy approximately $300 million during the construction period. Construction of these projects is underway and they are expected to be commissioned over the subsequent five years.
|
October 2016
|
|
Utilities:
|
|
On October 31, 2016, we completed the sale of our 100% interest in the Ontario electricity transmission operation to a third party for gross proceeds of approximately C$370 million and net proceeds of approximately C$220 million.
|
December 2016
|
|
Corporate:
|
|
On December 2, 2016, we issued 15,625,000 units at an offering price of $32.00 per unit in public offerings in the U.S. and Canada. In a concurrent private placement, Brookfield acquired 8,139,000 Redeemable Partnership Units at the offering price net of commissions. Gross proceeds from this equity offering totaled approximately $750 million ($730 million net of issuance costs). Our partnership used the net proceeds to partially fund its investment in the NTS acquisition and to deploy our backlog of organic growth projects.
|
December 2016
|
|
Transport:
|
|
On December 12, 2016, Brookfield Infrastructure invested a further approximately $124 million in its Brazilian toll road business, increasing its ownership to approximately 49%.
|
January 2017
|
|
Corporate:
|
|
On January 26, 2017, our partnership issued 12 million Series 7 Preferred Units at an offering price of C$25.00 per Series 7 Preferred Unit in a public offering in Canada. Holders of the Series 7 Preferred Units will be entitled to receive a cumulative quarterly fixed distribution at a rate of 5.00% annually for the initial period ending March 31, 2022. Net proceeds from this offering totaled approximately $220 million.
|
February 2017
|
|
Corporate:
|
|
On February 22, 2017, our partnership completed a C$300 million corporate bond issuance through a public offering in Canada. Proceeds were used to partially refinance indebtedness that matured in October 2017.
|
April 2017
|
|
Utilities:
|
|
On April 4, 2017, Brookfield Infrastructure, alongside institutional partners and a Brookfield-sponsored infrastructure fund, acquired an effective 28% interest in NTS, a system of natural gas transmission assets in the southeast of Brazil, for $1.6 billion. $1.3 billion was due on closing and the balance payable on the fifth anniversary of closing.
|
April 2017
|
|
Corporate:
|
|
On April 17, 2017, our partnership completed a C$400 million corporate bond issuance through a public offering in Canada. Proceeds were used for investment opportunities, working capital and other general corporate purposes and to partially refinance indebtedness that matured in October 2017.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
May 2017
|
|
Energy:
|
|
On May 31, 2017, Brookfield Infrastructure and its partner in its North American gas transmission operation each injected $200 million into the business to pay down operating level debt.
|
September 2017
|
|
Corporate:
|
|
On September 15, 2017, our partnership issued 16,628,000 units at an offering price of $42.10 per unit in public offerings in the United States and Canada. In a concurrent private placement, Brookfield acquired 7,423,000 Redeemable Partnership Units at the offering price net of commissions. Gross proceeds from this equity offering totaled approximately $1 billion ($972 million net of issuance costs). Net proceeds were used primarily to fund future investment opportunities and to deploy our backlog of organic growth projects.
|
October 2017
|
|
Transport:
|
|
On October 9, 2017, our partnership, alongside an institutional partner, injected approximately $240 million in our Brazilian toll road operation, increasing our ownership interest to 44.5%.
|
October 2017
|
|
Corporate:
|
|
On October 10, 2017, our partnership repaid C$400 million of medium term notes issued in 2012.
|
November 2017
|
|
Corporate:
|
|
On November 17, 2017, Brookfield Infrastructure, through a Brookfield-sponsored infrastructure fund, reached agreements to acquire at least 15% of Gas Natural SDG, S.A.’s equity interest in its Colombian natural gas distribution and commercialization business Gas Natural, S.A. ESP and certain affiliates (“Gas Natural”). Brookfield Infrastructure has agreed to pay approximately
$100 million for this interest.
|
December 2017
|
|
Corporate:
|
|
On December 22, 2017, Brookfield Infrastructure, through a Brookfield-sponsored infrastructure fund, acquired an effective 3% interest in Gas Natural, for approximately $30 million.
|
December 2017
|
|
Utilities:
|
|
Brookfield Infrastructure signed definitive agreements to sell its 27.8% interest in its Chilean electricity transmission operation for
$1.3 billion.
|
January 2018
|
|
Corporate:
|
|
On January 23, 2018, our partnership issued eight million Series 9 Preferred Units at an offering price of C$25.00 per unit in a public offering in Canada. Holders of the Series 9 Preferred Units will be entitled to receive a cumulative quarterly fixed distribution at a rate of 5.00% annually for the initial period ending March 31, 2023. Net proceeds from this offering totaled approximately C$194 million.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
March 2018
|
|
Utilities:
|
|
On March 15, 2018, Brookfield Infrastructure completed the sale of its 27.8% interest in a Chilean electricity transmission operation to a third party for gross proceeds of approximately $1.3 billion and net proceeds of approximately $1.1 billion.
|
May 2018
|
|
Utilities:
|
|
On May 15, 2018, Brookfield Infrastructure’s Brazilian regulated gas transmission business completed the issuance of approximately $1.5 billion five-year senior notes in the local market at a rate of approximately 7.1% at the time of issuance. The proceeds of approximately $440 million were distributed to our partnership.
|
June 2018
|
|
Utilities:
|
|
On June 1, 2018, Brookfield Infrastructure, alongside institutional partners, acquired an effective 16% interest in Gas Natural S.A. ESP (“GN”), a Colombian natural gas distribution business for $150 million.
|
July 2018
|
|
Energy:
|
|
On July 4, 2018, Brookfield Infrastructure, alongside institutional partners, agreed to acquire Enbridge Inc.’s Western Canadian natural gas gathering and processing business for total consideration of approximately $3.3 billion (Brookfield Infrastructure’s share of equity, approximately $540 million). The transaction is expected to close in two phases. The facilities subject to provincial regulation reached financial close in October 2018 and the facilities subject to federal regulation are expected to close in mid-2019. Completion of the second phase is subject to certain closing conditions and regulatory approvals.
|
September 2018
|
|
Transport:
|
|
On September 7, 2018, Brookfield Infrastructure, alongside institutional partners (the “Indian toll roads consortium”), expanded its toll road operations through the acquisition of an effective 29% interest in Simhapuri Expressway Ltd, a toll road business in India, for total consideration of $53 million. Subsequently, on November 5, 2018, the Indian toll roads consortium acquired an effective 26% interest in Rayalseema Expressway Private Limited, a second toll road business in India, for total consideration of $5 million.
|
September 2018
|
|
Corporate:
|
|
On September 10, 2018, our partnership completed a C$500 million corporate bond issuance through a public offering in Canada. Proceeds were used to fund an active pipeline of new investment opportunities and a growing backlog of committed organic growth capital expenditure projects.
|
September 2018
|
|
Corporate:
|
|
On September 12, 2018, our partnership issued 10 million Series 11 Preferred Units at an offering price of C$25.00 per Series 11 Preferred Unit in a public offering in Canada. Holders of the Series 11 Preferred Units are entitled to receive a cumulative quarterly fixed distribution at a rate of 5.10% annually for the initial period ending December 31, 2023. Net proceeds from this offering totaled approximately C$244 million or $185 million.
|
October 2018
|
|
Energy:
|
|
On October 1, 2018, Brookfield Infrastructure, alongside institutional partners, acquired an effective 29% interest in the provincially regulated portion of Enbridge Inc.’s Western Canadian natural gas gathering and processing business for $281 million. Under Brookfield Infrastructure’s ownership, the business was renamed NorthRiver Midstream Inc.
|
Date
|
|
Segment
|
|
Event
|
|
|
|
|
|
October 2018
|
|
Energy:
|
|
On October 16, 2018, Brookfield Infrastructure, alongside institutional partners, acquired an effective 30% interest in Enercare Inc. (“Enercare”), a North American residential energy infrastructure business, for $427 million. As part of the transaction, certain Enercare shareholders were given the right to elect to receive, in lieu of cash consideration, 0.5509 Exchange LP Units to be issued by Exchange LP for each share of Enercare. $232 million of Exchange LP Units, or 5.7 million Exchange LP Units were issued by Exchange LP. The Exchange LP Units provide holders with economic terms that are substantially equivalent to those of our units and are exchangeable, on a one-for-one basis, for our units.
|
October 2018
|
|
Corporate:
|
|
On October 30, 2018, our partnership repaid C$125 million of medium term notes issued in 2015.
|
December 2018
|
|
Data Infrastructure:
|
|
On December 31, 2018, Brookfield Infrastructure, alongside institutional partners, acquired an effective 29% interest in AT&T’s large-scale, multi-tenant data center portfolio for approximately $164 million.
|
January 2019
|
|
Data Infrastructure:
|
|
On January 4, 2019, Brookfield Infrastructure, alongside institutional partners, acquired DCI Data Centers, an Australian data storage business, for approximately $48 million.
|
February 2019
|
|
Corporate:
|
|
On February 5, 2019, a wholly-owned subsidiary of our partnership issued four million Senior Preferred Shares, Series 1 (“Series 1 Shares”), at an offering price of C$25.00 per share in a public offering in Canada. Holders of the Series 1 Shares are entitled to receive a cumulative quarterly fixed dividend at a rate of 5.85% annually for the initial period ending March 31, 2024. Net proceeds from this offering totaled approximately C$97 million or $73 million.
|
February 2019
|
|
Transport:
|
|
On February 7, 2019, Brookfield Infrastructure completed the sale of a third of its interest (approximately 17%) in the Chilean toll roads business for total consideration of approximately $195 million.
|
Operating Segment
(1)
|
|
Asset Type
|
|
Primary Location
(1)
|
Utilities
|
|
|
|
|
Regulated or contractual businesses which earn a return on their asset base
|
|
• Regulated Transmission
• Regulated Distribution
• Regulated Terminal
|
|
• North & South America
• Europe & South America
• Asia Pacific
|
Transport
|
|
|
|
|
Provide transportation for freight, bulk commodities and passengers
|
|
• Rail
• Toll Roads
• Ports
|
|
• Asia Pacific & South America
• Asia Pacific & South America
• Europe, North America & Asia Pacific
|
Energy
|
|
|
|
|
Systems that provide energy transmission, gathering, processing and storage services
|
|
• Natural Gas Midstream and Storage
• Distributed Energy Control Infrastructure
|
|
• North America
• North America & Asia Pacific
|
Data Infrastructure
|
|
|
|
|
Provide critical infrastructure and services to global communication companies
|
|
• Telecommunications and Fiber
• Data Storage
|
|
• Europe
• North & South America, Asia Pacific, Europe
|
|
(1)
|
See Item 5 “Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 18 “Financial Statements” for information regarding revenue by segments and geographic market.
|
•
|
Approximately
2,000
kilometers of natural gas pipelines in Brazil
|
•
|
Approximately
2,200
kilometers of operating transmission lines in North and South America with an additional
2,700
kilometers of greenfield electricity transmission under development in South America
|
•
|
Approximately
6.6 million
connections, predominantly electricity and natural gas, and approximately
1.1 million
smart meters
|
•
|
One of the world’s largest metallurgical coal export terminals, with
85
million tons per annum (“mtpa”) of capacity
|
•
|
Sole provider of rail network in southern half of Western Australia with approximately
5,500
kilometers of track and operator of approximately
4,800
kilometers of rail in South America
|
•
|
Approximately
4,200
kilometers of motorways in Brazil, Chile, Peru and India
|
•
|
37
terminals in North America, U.K., Australia and across Europe
|
•
|
Approximately
15,000
kilometers of natural gas transmission pipelines
|
•
|
Approximately
600
billion cubic feet (“Bcf”) of natural gas storage in the United States and Canada
|
•
|
13
natural gas processing plants with approximately
1.0
Bcf per day of total processing capacity and approximately
1,200
kilometers of gas gathering pipelines in Canada
|
•
|
Delivers heating and cooling to customers from centralized systems including heating plants capable of delivering
3,380,000
pounds per hour of heating capacity, centralized gas distribution and cogeneration for heating, cooling and energy,
336,000
tons of contracted cooling capacity, as well as servicing approximately
24,900
natural gas, water and wastewater connections
|
•
|
Provides residential energy infrastructure, including water heater rentals, heating, ventilation, and air conditioner (“HVAC”) rentals, as well as other essential home services to approximately
1.6 million
customers annually in Canada and the United States, and delivers approximately
270,000
contracted sub-metering services within Canada
|
•
|
Approximately
7,000
multi-purpose towers and active rooftop sites
|
•
|
5,500
kilometers of fiber backbone located in France
|
•
|
33
data centers, with approximately
1.3
million square feet of raised floors
|
•
|
103
megawatts (“MWs”) of critical load capacity
|
•
|
Utilities: electricity, gas and water distribution and transmission operations;
|
•
|
Transport: railroads, ports, toll roads and airports;
|
•
|
Energy: oil and gas pipelines, gathering, processing and storage operations, district energy systems and residential energy infrastructure; and
|
•
|
Data infrastructure: telecommunication towers, fiber networks and data centers.
|
•
|
Mitigate the Impact of our Operations on the Environment
|
◦
|
Minimize our environmental impact and improve our efficient use of resources over time.
|
•
|
Ensure the Well-Being and Safety of Employees
|
◦
|
Strive to meet or exceed all applicable labor laws in jurisdictions where we operate and aim to have zero serious safety incidents within our businesses by encouraging consistent health and safety principles.
|
•
|
Conduct Business According to the Highest Ethical and Legal/Regulatory Standards
|
◦
|
Operate with high ethical standards by conducting business in compliance with applicable legal and regulatory requirements and in line with our Code of Business Conduct and Ethics, while being accessible to our investors and stakeholders.
|
•
|
Be Good Stewards in the Communities in Which We Operate
|
◦
|
Engage with external stakeholders to ensure that their interests are appropriately integrated into our decision making, and empower our employees, along with our resources, to give back to the communities in which we operate.
|
(1)
|
Brookfield’s general partner interest is held through Brookfield Infrastructure Partners Limited, a Bermuda company that is indirectly wholly-owned by Brookfield Asset Management.
|
(2)
|
Brookfield’s limited partnership interest in the Holding LP, held in Redeemable Partnership Units, is redeemable for cash or exchangeable for our units in accordance with the Redemption-Exchange Mechanism, which could result in Brookfield eventually owning approximately
29.5%
of our partnership’s issued and outstanding units assuming exchange of the Redeemable Partnership Units (and including the issued and outstanding units that Brookfield currently also owns). See Item 10.B “Memorandum and Articles of Association—Description of the Holding LP’s Limited Partnership Agreement—Redemption—Exchange Mechanism.”
|
(3)
|
Brookfield has provided an aggregate of $20 million of working capital to certain Holding Entities through a subscription for preferred shares. See Item 4.C “Organizational Structure—The Holding LP and Holding Entities”.
|
(4)
|
The Service Provider provides services to the Service Recipients pursuant to the Master Services Agreement.
|
(5)
|
On March 12, 2015, our partnership issued five million Series 1 Preferred Units to the public and acquired five million Holding LP Series 1 Preferred Units. On December 8, 2015, our partnership issued five million Series 3 Preferred Units to the public and acquired five million Holding LP Series 3 Preferred Units. On August 2, 2016, our partnership issued ten million Series 5 Preferred Units to the public and acquired ten million Holding LP Series 5 Preferred Units. On January 19, 2017, our partnership issued twelve million Series 7 Preferred Units to the public and acquired twelve million Holding LP Series 7 Preferred Units. On January 23, 2018, our partnership issued eight million Series 9 Preferred Units to the public and acquired eight million Holding LP Series 9 Preferred Units. On September 12, 2018, our partnership issued ten million Series 11 Preferred Units to the public and acquired ten million Holding LP Series 11 Preferred Units.
|
(6)
|
As of December 31, 2018, our partnership had outstanding
277,347,890
units. An equal number of Managing General Partner Units are held by our partnership in the Holding LP.
|
•
|
strong business development capabilities, which benefit from deep relationships within, and in-depth knowledge of, its target markets;
|
•
|
technical knowledge and industry insight used in the evaluation, execution, risk management and financing of development projects and acquisitions;
|
•
|
project development capabilities, with expertise in negotiating commercial arrangements (including offtake arrangements and engineering, procurement and construction contracts), obtaining required permits and managing construction of network upgrades and expansions, as well as greenfield projects;
|
•
|
operational expertise, with considerable experience optimizing sales of its products and structuring and executing contracts with end users to enhance the value of its assets; and
|
•
|
development and retention of the highest quality people in its operations.
|
|
|
|
|
|
|
Ownership
Interest
|
|
Voting
Interest
|
Defined Name
|
|
Name of entity
|
|
Jurisdiction of
Organization
|
|
2018
|
|
2018
|
|
|
|
%
|
|
%
|
|||
Holding LP
|
|
Brookfield Infrastructure L.P.
|
|
Bermuda
|
|
70
(1)
|
|
100
|
Australian rail operation
|
|
Arc Infrastructure Holdings No. 1 Pty Ltd
|
|
Australia
|
|
100
(2)
|
|
100
|
Regulated terminal operations
|
|
DBCT Management Pty Ltd
|
|
Australia
|
|
71
(2)
|
|
100
|
U.K. regulated distribution operations
|
|
Brookfield Utilities UK Holdings Limited
|
|
United Kingdom
|
|
80
(2)
|
|
80
|
Brazilian natural gas transmission operation
|
|
Nova Transportadora do Sudeste S.A.
|
|
Brazil
|
|
28
(2)
|
|
90
|
North American residential energy infrastructure operation
|
|
Enercare Inc.
|
|
Canada
|
|
30
(2)
|
|
100
|
|
(1)
|
Ownership interest held directly by our partnership.
|
(2)
|
Ownership interest held indirectly by the Holding LP.
|
|
(1)
|
Includes distributions to limited partners, the general partner, holders of Exchange LP Units, preferred unitholders, incentive distributions, and distributions on Redeemable Partnership Units held by Brookfield.
|
(2)
|
Our payout ratio was impacted during the year predominantly by the timing related to deploying capital generated from the sale of our Chilean electricity transmission business and the financing at our Brazilian regulated gas transmission business.
|
•
|
The results from the prior year as well as the budget for the upcoming year and the 5-year business plan based on our partnership’s share of FFO generated by our assets
|
•
|
Our partnership’s group-wide liquidity and its ability to fund committed capital investments
|
US$ MILLIONS, EXCEPT PER UNIT INFORMATION
|
|
For the year ended
December 31,
|
||||||||||
Summary Statements of Operating Results
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Revenues
|
|
$
|
4,652
|
|
|
$
|
3,535
|
|
|
$
|
2,115
|
|
Direct operating costs
|
|
(2,208
|
)
|
|
(1,509
|
)
|
|
(1,063
|
)
|
|||
General and administrative expenses
|
|
(223
|
)
|
|
(239
|
)
|
|
(166
|
)
|
|||
Depreciation and amortization expense
|
|
(801
|
)
|
|
(671
|
)
|
|
(447
|
)
|
|||
Interest expense
|
|
(555
|
)
|
|
(428
|
)
|
|
(392
|
)
|
|||
Share of (losses) earnings from investments in associates and joint ventures
|
|
(13
|
)
|
|
118
|
|
|
248
|
|
|||
Mark-to-market on hedging items
|
|
137
|
|
|
(66
|
)
|
|
74
|
|
|||
Gain on sale of associates
|
|
338
|
|
|
—
|
|
|
—
|
|
|||
Income tax expense
|
|
(364
|
)
|
|
(173
|
)
|
|
(15
|
)
|
|||
Net income
|
|
806
|
|
|
574
|
|
|
528
|
|
|||
Net income attributable to our partnership
(1)
|
|
410
|
|
|
125
|
|
|
487
|
|
|||
Net income (loss) per limited partnership unit
|
|
$
|
0.59
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.13
|
|
|
(1)
|
Includes net income attributable to limited partners, non-controlling interests—Redeemable Partnership Units held by Brookfield, non-controlling interests—Exchange LP Units, and general partner.
|
US$ MILLIONS
|
|
As of
|
||||||
Summary Statements of Financial Position Key Metrics
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
|
$
|
540
|
|
|
$
|
374
|
|
Total assets
|
|
36,580
|
|
|
29,477
|
|
||
Corporate borrowings
|
|
1,993
|
|
|
2,101
|
|
||
Non-recourse borrowings
|
|
13,113
|
|
|
8,063
|
|
||
Total liabilities
|
|
21,912
|
|
|
16,003
|
|
||
Partnership’s capital
(1)
|
|
6,429
|
|
|
7,004
|
|
||
Total partnership’s capital
|
|
14,668
|
|
|
13,474
|
|
|
(1)
|
Includes partnership capital attributable to limited partners, non-controlling interests—Redeemable Partnership Units held by Brookfield, non-controlling interests—Exchange LP Units, and general partner.
|
US$ MILLIONS
|
For the year ended
December 31,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Brazilian real
|
$
|
(978
|
)
|
|
$
|
(297
|
)
|
|
$
|
228
|
|
British pound
|
(91
|
)
|
|
128
|
|
|
(256
|
)
|
|||
Australian dollar
|
(176
|
)
|
|
39
|
|
|
(85
|
)
|
|||
Canadian dollar
|
(100
|
)
|
|
(52
|
)
|
|
25
|
|
|||
Other
|
(232
|
)
|
|
220
|
|
|
51
|
|
|||
|
(1,577
|
)
|
|
38
|
|
|
(37
|
)
|
|||
Currency hedges
|
26
|
|
|
(129
|
)
|
|
168
|
|
|||
|
$
|
(1,551
|
)
|
|
$
|
(91
|
)
|
|
$
|
131
|
|
Attributable to:
|
|
|
|
|
|
||||||
Unitholders
|
$
|
(719
|
)
|
|
$
|
(36
|
)
|
|
$
|
172
|
|
Non-controlling interests
|
(832
|
)
|
|
(55
|
)
|
|
(41
|
)
|
|||
|
$
|
(1,551
|
)
|
|
$
|
(91
|
)
|
|
$
|
131
|
|
|
(1)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
(2)
|
Return on rate base is Adjusted EBITDA divided by time weighted average rate base.
|
(3)
|
Return on rate base excludes impact of connections revenues at our U.K. regulated distribution operation.
|
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Adjusted EBITDA
(1)
|
|
$
|
733
|
|
|
$
|
738
|
|
|
$
|
524
|
|
Funds from Operations (FFO)
(1)
|
|
576
|
|
|
610
|
|
|
399
|
|
|
(1)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
|
|
For the year ended
December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Rate base, start of period
|
|
$
|
5,638
|
|
|
$
|
3,788
|
|
|
$
|
4,018
|
|
Acquisitions
|
|
63
|
|
|
1,498
|
|
|
—
|
|
|||
Impact of asset sales
|
|
(969
|
)
|
|
—
|
|
|
(162
|
)
|
|||
Capital expenditures commissioned
|
|
395
|
|
|
305
|
|
|
226
|
|
|||
Inflation and other indexation
|
|
65
|
|
|
34
|
|
|
63
|
|
|||
Regulatory depreciation
|
|
(68
|
)
|
|
(48
|
)
|
|
(44
|
)
|
|||
Foreign exchange and other
|
|
(613
|
)
|
|
61
|
|
|
(313
|
)
|
|||
Rate base, end of period
|
|
$
|
4,511
|
|
|
$
|
5,638
|
|
|
$
|
3,788
|
|
|
|
For the year ended December 31,
|
|||||||||||||
US$ MILLIONS
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Growth capital expenditures
|
|
$
|
208
|
|
|
|
$
|
326
|
|
|
|
$
|
319
|
|
|
Adjusted EBITDA margin
(1)
|
|
42
|
|
%
|
|
44
|
|
%
|
|
48
|
|
%
|
|||
Funds from Operations (FFO)
(2)
|
|
518
|
|
|
|
532
|
|
|
|
423
|
|
|
|||
Maintenance capital expenditures
|
|
(155
|
)
|
|
|
(133
|
)
|
|
|
(88
|
)
|
|
|||
Adjusted Funds from Operations (AFFO)
(2)
|
|
$
|
363
|
|
|
|
$
|
399
|
|
|
|
$
|
335
|
|
|
|
(1)
|
Adjusted EBITDA margin is Adjusted EBITDA divided by revenues. It is calculated based on net of construction revenues and costs which are incurred at our Peruvian toll road operation during the construction of our toll roads. Adjusted EBITDA margin is a non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income to Adjusted EBITDA.
|
(2)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Adjusted EBITDA
(1)
|
|
$
|
682
|
|
|
$
|
694
|
|
|
$
|
597
|
|
Funds from Operations (FFO)
(1)
|
|
518
|
|
|
532
|
|
|
423
|
|
|
(1)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
|
(1)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Capital backlog, start of period
|
|
$
|
637
|
|
|
$
|
721
|
|
|
$
|
467
|
|
Additional capital project mandates
|
|
174
|
|
|
303
|
|
|
533
|
|
|||
Less: capital expenditures
|
|
(208
|
)
|
|
(326
|
)
|
|
(319
|
)
|
|||
Foreign exchange and other
|
|
(103
|
)
|
|
(61
|
)
|
|
40
|
|
|||
Capital backlog, end of period
|
|
500
|
|
|
637
|
|
|
721
|
|
|||
Construction work in progress
|
|
162
|
|
|
113
|
|
|
349
|
|
|||
Total capital to be commissioned
|
|
$
|
662
|
|
|
$
|
750
|
|
|
$
|
1,070
|
|
|
(1)
|
Adjusted EBITDA margin is Adjusted EBITDA divided by revenues. Adjusted EBITDA margin is a non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income to Adjusted EBITDA.
|
(2)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Adjusted EBITDA
(1)
|
|
$
|
328
|
|
|
$
|
281
|
|
|
$
|
276
|
|
Funds from Operations (FFO)
(1)
|
|
269
|
|
|
209
|
|
|
175
|
|
|
(1)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
|
(1)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Growth capital expenditures
|
|
$
|
52
|
|
|
$
|
42
|
|
|
$
|
29
|
|
Adjusted EBITDA margin
(1)
|
|
55
|
%
|
|
55
|
%
|
|
56
|
%
|
|||
Funds from Operations (FFO)
(2)
|
|
77
|
|
|
76
|
|
|
77
|
|
|||
Maintenance capital expenditures
|
|
(13
|
)
|
|
(11
|
)
|
|
(9
|
)
|
|||
Adjusted Funds from Operations (AFFO)
(2)
|
|
$
|
64
|
|
|
$
|
65
|
|
|
$
|
68
|
|
|
(1)
|
Adjusted EBITDA margin is Adjusted EBITDA divided by revenues. Adjusted EBITDA margin is a non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income to Adjusted EBITDA.
|
(2)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Adjusted EBITDA
(1)
|
|
$
|
93
|
|
|
$
|
90
|
|
|
$
|
91
|
|
Funds from Operations (FFO)
(1)
|
|
77
|
|
|
76
|
|
|
77
|
|
|
(1)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
|
|
Adjusted EBITDA
(1)
|
|
FFO
(1)
|
||||||||||||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
||||||
Telecommunications and Fiber
|
|
$
|
93
|
|
|
$
|
90
|
|
|
$
|
91
|
|
|
$
|
77
|
|
|
$
|
76
|
|
|
$
|
77
|
|
Data Storage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
93
|
|
|
$
|
90
|
|
|
$
|
91
|
|
|
$
|
77
|
|
|
$
|
76
|
|
|
$
|
77
|
|
|
(1)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Adjusted EBITDA
(1)
|
$
|
(223
|
)
|
|
$
|
(239
|
)
|
|
$
|
(166
|
)
|
Funds from Operations (FFO)
(1)
|
(209
|
)
|
|
(257
|
)
|
|
(130
|
)
|
|
(1)
|
Non-IFRS measure. Refer to the “Reconciliation of Non-IFRS Financial Measures” and “Reconciliation of Operating Segment Measures” sections of this MD&A for reconciliation from net income.
|
US$ MILLIONS, EXCEPT PER UNIT INFORMATION
|
|
For the year ended December 31,
|
||||||||||
Key Metrics
|
|
2018
(10)
|
|
|
2017
|
|
|
2016
|
|
|||
Net income
(1)
|
|
$
|
410
|
|
|
$
|
125
|
|
|
$
|
487
|
|
Net income (loss) per limited partnership unit
(2)
|
|
0.59
|
|
|
(0.04
|
)
|
|
1.13
|
|
|||
Funds from Operations (FFO)
(3)
|
|
1,231
|
|
|
1,170
|
|
|
944
|
|
|||
Per unit FFO
(4)
|
|
3.11
|
|
|
3.11
|
|
|
2.72
|
|
|||
Adjusted Funds from Operations (AFFO)
(5)
|
|
982
|
|
|
941
|
|
|
771
|
|
|||
Return on invested capital
(6)
|
|
11
|
%
|
|
13
|
%
|
|
13
|
%
|
|||
Adjusted EBITDA
(7)
|
|
1,613
|
|
|
1,564
|
|
|
1,322
|
|
|||
Adjusted earnings
(8)
|
|
509
|
|
|
569
|
|
|
505
|
|
|||
Adjusted earnings per unit
(4)
|
|
1.29
|
|
|
1.51
|
|
|
1.45
|
|
|||
Distributions per unit
|
|
1.88
|
|
|
1.74
|
|
|
1.55
|
|
|||
Payout ratio
(9)
|
|
75
|
%
|
|
68
|
%
|
|
67
|
%
|
|
(1)
|
Net income attributable to limited partners, non-controlling interest attributable to redeemable partnership units, non-controlling interest attributable to Exchange LP Units, and the general partner.
|
(2)
|
Average number of limited partnership units outstanding on a time weighted average basis for the year ended December 31,
2018
were
276.9 million
(
2017
:
264.6 million
,
2016
:
244.7 million
).
|
(3)
|
FFO is defined as net income excluding the impact of depreciation and amortization deferred income taxes, breakage and transaction costs, and non-cash valuation gains or losses. Refer to the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A for reconciliation from net income to FFO.
|
(4)
|
Average units outstanding during the year ended December 31,
2018
of
395.4 million
(
2017
:
376.8 million
,
2016
:
347.2 million
), being inclusive of our units, the Redeemable Partnership Units, the Exchange LP Units and the Special General Partner Units.
|
(5)
|
AFFO is defined as FFO less maintenance capital expenditures. Refer to the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A for a reconciliation from net income to AFFO.
|
(6)
|
Return on invested capital is calculated as AFFO, adjusted for an estimate of the portion of earnings that represent a return of capital on concession-based businesses, divided by Invested Capital. The return of capital estimate for the year ended December 31,
2018
was
$87 million
(
2017
:
$68 million
,
2016
:
$41 million
). Refer to the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A for reconciliation from partnership capital to Invested Capital.
|
(7)
|
Adjusted EBITDA is defined as net income excluding the impact of depreciation and amortization, interest expense, current and deferred income taxes, breakage and transaction costs, and non-cash valuation gains or losses. Refer to the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A for a reconciliation from net income to Adjusted EBITDA.
|
(8)
|
Adjusted Earnings is defined as net income attributable to our partnership, excluding the impact of depreciation and amortization expense from revaluing property, plant and equipment and the effects of purchase price accounting, mark-to-market on hedging items and disposition gains or losses. Refer to the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A for a reconciliation from net income to Adjusted Earnings.
|
(9)
|
Payout ratio is defined as distributions paid per unit (inclusive of GP incentive and preferred unit distributions) divided by FFO.
|
(10)
|
Our payout ratio was impacted during the year predominantly by the timing related to deploying capital generated from the sale of our Chilean electricity transmission business and the financing at our Brazilian regulated gas transmission business.
|
US$ MILLIONS
|
|
For the year ended December 31,
|
||||||||||
Statement of Operating Results
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net income (loss) by segment
|
|
|
|
|
|
|
||||||
Utilities
|
|
$
|
258
|
|
|
$
|
313
|
|
|
$
|
162
|
|
Transport
|
|
12
|
|
|
139
|
|
|
206
|
|
|||
Energy
|
|
39
|
|
|
32
|
|
|
90
|
|
|||
Data Infrastructure
|
|
6
|
|
|
11
|
|
|
27
|
|
|||
Corporate
|
|
95
|
|
|
(370
|
)
|
|
2
|
|
|||
Net income
|
|
$
|
410
|
|
|
$
|
125
|
|
|
$
|
487
|
|
Adjusted EBITDA by segment
|
|
|
|
|
|
|
||||||
Utilities
|
|
$
|
733
|
|
|
$
|
738
|
|
|
$
|
524
|
|
Transport
|
|
682
|
|
|
694
|
|
|
597
|
|
|||
Energy
|
|
328
|
|
|
281
|
|
|
276
|
|
|||
Data Infrastructure
|
|
93
|
|
|
90
|
|
|
91
|
|
|||
Corporate
|
|
(223
|
)
|
|
(239
|
)
|
|
(166
|
)
|
|||
Adjusted EBITDA
|
|
$
|
1,613
|
|
|
$
|
1,564
|
|
|
$
|
1,322
|
|
FFO by segment
|
|
|
|
|
|
|
||||||
Utilities
|
|
$
|
576
|
|
|
$
|
610
|
|
|
$
|
399
|
|
Transport
|
|
518
|
|
|
532
|
|
|
423
|
|
|||
Energy
|
|
269
|
|
|
209
|
|
|
175
|
|
|||
Data Infrastructure
|
|
77
|
|
|
76
|
|
|
77
|
|
|||
Corporate
|
|
(209
|
)
|
|
(257
|
)
|
|
(130
|
)
|
|||
FFO
|
|
$
|
1,231
|
|
|
$
|
1,170
|
|
|
$
|
944
|
|
|
|
As of
|
||||||
US$ MILLIONS
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Statement of Financial Position
|
|
|
||||||
Total assets by segment
|
|
|
|
|
||||
Utilities
|
|
$
|
4,864
|
|
|
$
|
6,542
|
|
Transport
|
|
6,424
|
|
|
6,990
|
|
||
Energy
|
|
4,722
|
|
|
3,134
|
|
||
Data Infrastructure
|
|
1,446
|
|
|
1,049
|
|
||
Corporate
|
|
(929
|
)
|
|
(1,083
|
)
|
||
Total assets
|
|
$
|
16,527
|
|
|
$
|
16,632
|
|
Net debt by segment
|
|
|
|
|
||||
Utilities
|
|
$
|
3,077
|
|
|
$
|
3,252
|
|
Transport
|
|
2,797
|
|
|
2,874
|
|
||
Energy
|
|
1,905
|
|
|
1,328
|
|
||
Data Infrastructure
|
|
564
|
|
|
435
|
|
||
Corporate
|
|
1,755
|
|
|
1,739
|
|
||
Net Debt
|
|
$
|
10,098
|
|
|
$
|
9,628
|
|
Partnership capital by segment
|
|
|
|
|
||||
Utilities
|
|
$
|
1,787
|
|
|
$
|
3,290
|
|
Transport
|
|
3,627
|
|
|
4,116
|
|
||
Energy
|
|
2,817
|
|
|
1,806
|
|
||
Data Infrastructure
|
|
882
|
|
|
614
|
|
||
Corporate
|
|
(2,684
|
)
|
|
(2,822
|
)
|
||
Partnership capital
|
|
$
|
6,429
|
|
|
$
|
7,004
|
|
•
|
The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses;
|
•
|
Other companies may calculate proportionate results differently than we do.
|
•
|
FFO does not include depreciation and amortization expense; because we own capital assets with finite lives, depreciation and amortization expense recognizes the fact that we must maintain or replace our asset base in order to preserve our revenue generating capability;
|
•
|
FFO does not include deferred income taxes, which may become payable if we own our assets for a long period of time; and
|
•
|
FFO does not include certain non-recurring charges such as breakage and transaction costs or non-cash valuation gains, losses and impairment charges.
|
|
(1)
|
Please see Item 5 “Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Relevant Measures—Reconciliation of Operating Segment Measures” for a detailed reconciliation of Brookfield Infrastructure’s proportionate results to our partnership’s Consolidated Statements of Operating Results.
|
(2)
|
These adjustments have the combined effect of excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, and non-cash valuation gains or losses recorded within our investments in associates and joint ventures in accordance with our definition of FFO.
|
(3)
|
By adjusting FFO attributable to non-controlling interests, our partnership is able to remove the portion of FFO earned at non-wholly owned subsidiaries that is not attributable to our partnership. We believe our proportionate financial information, when read in conjunction with our partnership’s reported results under IFRS, provides the most meaningful assessment of how our operations are performing. Please refer to the discussion of limitations of the proportional results as an analytical tool within this section.
|
|
(1)
|
Please see Item 5 “Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Relevant Measures—Reconciliation of Operating Segment Measures” for a detailed reconciliation of Brookfield Infrastructure’s proportionate results to our partnership’s consolidated statements of operating results.
|
(2)
|
These adjustments have the combined effect of excluding the impact of depreciation and amortization, interest expense, current and deferred income taxes, breakage and transaction costs and non-cash valuation gains or losses recorded within our investments in associates and joint ventures in accordance with our definition of FFO.
|
(3)
|
By adjusting Adjusted EBITDA attributable to non-controlling interests, our partnership is able to remove the portion of Adjusted EBITDA earned at non-wholly owned subsidiaries that is not attributable to our partnership. We believe our proportionate financial information, when read in conjunction with our partnership’s reported results under IFRS, provides the most meaningful assessment of how our operations are performing. Please refer to the discussion of the limitations of proportional results as an analytical tool within this section.
|
|
(1)
|
Includes net income attributable to non-controlling interest—Redeemable Partnership Units held by Brookfield, non-controlling interest—Exchange LP Units, general partner and limited partners.
|
|
(1)
|
See Item 5 “Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Relevant Measures—Reconciliation of Operating Segment Measures” for a detailed reconciliation of Brookfield Infrastructure’s proportionate results to our partnership’s consolidated statements of operating results.
|
(2)
|
During the year ended December 31,
2018
, on average there were
276.9 million
limited partnership units outstanding (
2017
:
264.6 million
,
2016
:
244.7 million
,
2015
:
238.9 million
,
2014
:
225.4 million
).
|
(3)
|
During the year ended December 31,
2018
, on average there were
395.4 million
units outstanding (
2017
:
376.8 million
,
2016
:
347.2 million
,
2015
:
337.4 million
,
2014
:
315.1 million
), being inclusive of our units, the Redeemable Partnership Units, the Exchange LP Units and the Special General Partner Units.
|
|
(1)
|
During the year ended December 31,
2018
, on average there were
276.9 million
limited partnership units outstanding (
2017
:
264.6 million
,
2016
:
244.7 million
,
2015
:
$238.9 million
,
2014
:
$225.4 million
).
|
(2)
|
During the year ended December 31,
2018
, on average there were
395.4 million
units outstanding (
2017
:
376.8 million
,
2016
:
347.2 million
,
2015
:
$337.4 million
,
2014
:
$315.1 million
), being inclusive of our units, the Redeemable Partnership Units, the Exchange LP Units and the Special General Partner Units.
|
|
For the year ended December 31,
|
||||||||||||||||||
US$ MILLIONS
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||||
Partnership Capital
|
$
|
14,668
|
|
|
$
|
13,474
|
|
|
$
|
9,644
|
|
|
$
|
7,176
|
|
|
$
|
6,322
|
|
Remove impact of the following items since inception:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-controlling interest - in operating subsidiaries
|
(7,303
|
)
|
|
(5,875
|
)
|
|
(2,771
|
)
|
|
(1,608
|
)
|
|
(1,444
|
)
|
|||||
Deficit
|
1,228
|
|
|
1,366
|
|
|
697
|
|
|
804
|
|
|
570
|
|
|||||
Accumulated other comprehensive income
|
(328
|
)
|
|
(1,257
|
)
|
|
(1,074
|
)
|
|
(813
|
)
|
|
(943
|
)
|
|||||
Ownership changes
|
(109
|
)
|
|
(109
|
)
|
|
(109
|
)
|
|
(107
|
)
|
|
(107
|
)
|
|||||
Invested Capital
|
$
|
8,156
|
|
|
$
|
7,599
|
|
|
$
|
6,387
|
|
|
$
|
5,452
|
|
|
$
|
4,398
|
|
|
|
As of December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Partnership units outstanding, end of period
(1),(2)
|
|
399.2
|
|
|
394.0
|
|
|
369.5
|
|
|||
Price
(3)
|
|
$
|
34.53
|
|
|
$
|
44.81
|
|
|
$
|
33.47
|
|
Market capitalization
|
|
13,784
|
|
|
17,655
|
|
|
12,367
|
|
|||
Preferred units
(4)
|
|
936
|
|
|
595
|
|
|
375
|
|
|||
Proportionate net debt
(5)
|
|
10,098
|
|
|
9,628
|
|
|
7,722
|
|
|||
Enterprise value
|
|
$
|
24,818
|
|
|
$
|
27,878
|
|
|
$
|
20,464
|
|
|
(1)
|
Adjusted for 3-for-2 unit split effective September 14, 2016.
|
(2)
|
Includes limited partner, general partner, redeemable partnership units held by Brookfield and Exchange LP Units.
|
(3)
|
Market value of our partnership is calculated based on the price per unit referencing the closing price of our units on the NYSE.
|
(4)
|
Preferred units on Brookfield Infrastructure’s Consolidated Statement of Financial Position.
|
(5)
|
Please see Item 5.B “Liquidity and Capital Resources” for a detailed reconciliation of Brookfield Infrastructure’s proportionate net debt to our partnership’s consolidated debt on the Consolidated Statements of Financial Position.
|
|
|
Total attributable to Brookfield Infrastructure
|
|
Contribution
from
investments
in associates
|
|
Attributable
to non-
controlling
interest
|
|
As per
IFRS
financials
on F-6
(2)
|
||||||||||||||||||||||||||||
FOR THE YEAR ENDED
DECEMBER 31, 2018 US$ MILLIONS |
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data
Infrastructure
(1)
|
|
Corporate
|
|
Total
|
|
|||||||||||||||||||||||
Revenues
|
|
$
|
1,055
|
|
|
$
|
1,612
|
|
|
$
|
668
|
|
|
$
|
170
|
|
|
$
|
—
|
|
|
$
|
3,505
|
|
|
$
|
(1,524
|
)
|
|
$
|
2,671
|
|
|
$
|
4,652
|
|
Costs attributed to revenues
|
|
(322
|
)
|
|
(930
|
)
|
|
(340
|
)
|
|
(77
|
)
|
|
—
|
|
|
(1,669
|
)
|
|
833
|
|
|
(1,372
|
)
|
|
(2,208
|
)
|
|||||||||
General and administrative costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(223
|
)
|
|
(223
|
)
|
|
—
|
|
|
—
|
|
|
(223
|
)
|
|||||||||
Adjusted EBITDA
|
|
733
|
|
|
682
|
|
|
328
|
|
|
93
|
|
|
(223
|
)
|
|
1,613
|
|
|
(691
|
)
|
|
1,299
|
|
|
|
|
|||||||||
Other (expense) income
|
|
(30
|
)
|
|
2
|
|
|
22
|
|
|
(4
|
)
|
|
72
|
|
|
62
|
|
|
11
|
|
|
(107
|
)
|
|
(34
|
)
|
|||||||||
Interest expense
|
|
(127
|
)
|
|
(166
|
)
|
|
(81
|
)
|
|
(12
|
)
|
|
(58
|
)
|
|
(444
|
)
|
|
134
|
|
|
(245
|
)
|
|
(555
|
)
|
|||||||||
FFO
|
|
576
|
|
|
518
|
|
|
269
|
|
|
77
|
|
|
(209
|
)
|
|
1,231
|
|
|
(546
|
)
|
|
947
|
|
|
|
|
|||||||||
Depreciation and amortization
|
|
(187
|
)
|
|
(345
|
)
|
|
(154
|
)
|
|
(72
|
)
|
|
—
|
|
|
(758
|
)
|
|
370
|
|
|
(413
|
)
|
|
(801
|
)
|
|||||||||
Deferred taxes
|
|
(49
|
)
|
|
47
|
|
|
(3
|
)
|
|
7
|
|
|
10
|
|
|
12
|
|
|
(44
|
)
|
|
(14
|
)
|
|
(46
|
)
|
|||||||||
Mark-to-market on hedging items and other
|
|
(82
|
)
|
|
(208
|
)
|
|
(73
|
)
|
|
(6
|
)
|
|
85
|
|
|
(284
|
)
|
|
233
|
|
|
(124
|
)
|
|
(175
|
)
|
|||||||||
Gain on sale of associate, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|||||||||
Share of losses from associates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||||||||
Net income attributable to
non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(396
|
)
|
|
(396
|
)
|
|||||||||
Net income attributable to partnership
(3)
|
|
$
|
258
|
|
|
$
|
12
|
|
|
$
|
39
|
|
|
$
|
6
|
|
|
$
|
95
|
|
|
$
|
410
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
410
|
|
|
|
Total attributable to Brookfield Infrastructure
|
|
Contribution
from
investments
in associates
|
|
Attributable
to non-
controlling
interest
|
|
As per
IFRS
financials
on F-6
(2)
|
||||||||||||||||||||||||||||
FOR THE YEAR ENDED
DECEMBER 31, 2017 US$ MILLIONS |
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data
Infrastructure
(1)
|
|
Corporate
|
|
Total
|
|
|||||||||||||||||||||||
Revenues
|
|
$
|
988
|
|
|
$
|
1,589
|
|
|
$
|
559
|
|
|
$
|
165
|
|
|
$
|
—
|
|
|
$
|
3,301
|
|
|
$
|
(1,624
|
)
|
|
$
|
1,858
|
|
|
$
|
3,535
|
|
Costs attributed to revenues
|
|
(250
|
)
|
|
(895
|
)
|
|
(278
|
)
|
|
(75
|
)
|
|
—
|
|
|
(1,498
|
)
|
|
861
|
|
|
(872
|
)
|
|
(1,509
|
)
|
|||||||||
General and administrative costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|||||||||
Adjusted EBITDA
|
|
738
|
|
|
694
|
|
|
281
|
|
|
90
|
|
|
(239
|
)
|
|
1,564
|
|
|
(763
|
)
|
|
986
|
|
|
|
|
|||||||||
Other (expense) income
|
|
(14
|
)
|
|
(4
|
)
|
|
15
|
|
|
(2
|
)
|
|
45
|
|
|
40
|
|
|
7
|
|
|
(108
|
)
|
|
(61
|
)
|
|||||||||
Interest expense
|
|
(114
|
)
|
|
(158
|
)
|
|
(87
|
)
|
|
(12
|
)
|
|
(63
|
)
|
|
(434
|
)
|
|
172
|
|
|
(166
|
)
|
|
(428
|
)
|
|||||||||
FFO
|
|
610
|
|
|
532
|
|
|
209
|
|
|
76
|
|
|
(257
|
)
|
|
1,170
|
|
|
(584
|
)
|
|
712
|
|
|
|
|
|||||||||
Depreciation and amortization
|
|
(186
|
)
|
|
(312
|
)
|
|
(151
|
)
|
|
(77
|
)
|
|
—
|
|
|
(726
|
)
|
|
382
|
|
|
(327
|
)
|
|
(671
|
)
|
|||||||||
Deferred taxes
|
|
(52
|
)
|
|
(1
|
)
|
|
11
|
|
|
21
|
|
|
14
|
|
|
(7
|
)
|
|
(22
|
)
|
|
(38
|
)
|
|
(67
|
)
|
|||||||||
Mark-to-market on hedging items and other
|
|
(59
|
)
|
|
(80
|
)
|
|
(37
|
)
|
|
(9
|
)
|
|
(127
|
)
|
|
(312
|
)
|
|
106
|
|
|
102
|
|
|
(104
|
)
|
|||||||||
Share of earnings from associates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
|||||||||
Net income attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(449
|
)
|
|
(449
|
)
|
|||||||||
Net income (loss) attributable to partnership
(3)
|
|
$
|
313
|
|
|
$
|
139
|
|
|
$
|
32
|
|
|
$
|
11
|
|
|
$
|
(370
|
)
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
|
Total attributable to Brookfield Infrastructure
|
|
Contribution
from
investments
in associates
|
|
Attributable
to non-
controlling
interest
|
|
As per
IFRS
financials
on F-6
(2)
|
||||||||||||||||||||||||||||
FOR THE YEAR ENDED
DECEMBER 31, 2016 US$ MILLIONS |
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data
Infrastructure
(1)
|
|
Corporate
|
|
Total
|
|
|||||||||||||||||||||||
Revenues
|
|
$
|
684
|
|
|
$
|
1,247
|
|
|
$
|
496
|
|
|
$
|
163
|
|
|
$
|
—
|
|
|
$
|
2,590
|
|
|
$
|
(1,311
|
)
|
|
$
|
836
|
|
|
$
|
2,115
|
|
Costs attributed to revenues
|
|
(160
|
)
|
|
(650
|
)
|
|
(220
|
)
|
|
(72
|
)
|
|
—
|
|
|
(1,102
|
)
|
|
651
|
|
|
(612
|
)
|
|
(1,063
|
)
|
|||||||||
General and administrative costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
|
(166
|
)
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
|||||||||
Adjusted EBITDA
|
|
524
|
|
|
597
|
|
|
276
|
|
|
91
|
|
|
(166
|
)
|
|
1,322
|
|
|
(660
|
)
|
|
224
|
|
|
|
|
|||||||||
Other income (expense)
|
|
5
|
|
|
(17
|
)
|
|
8
|
|
|
(2
|
)
|
|
84
|
|
|
78
|
|
|
16
|
|
|
1
|
|
|
95
|
|
|||||||||
Interest expense
|
|
(130
|
)
|
|
(157
|
)
|
|
(109
|
)
|
|
(12
|
)
|
|
(48
|
)
|
|
(456
|
)
|
|
190
|
|
|
(126
|
)
|
|
(392
|
)
|
|||||||||
FFO
|
|
399
|
|
|
423
|
|
|
175
|
|
|
77
|
|
|
(130
|
)
|
|
944
|
|
|
(454
|
)
|
|
99
|
|
|
|
|
|||||||||
Depreciation and amortization
|
|
(154
|
)
|
|
(253
|
)
|
|
(128
|
)
|
|
(74
|
)
|
|
—
|
|
|
(609
|
)
|
|
328
|
|
|
(166
|
)
|
|
(447
|
)
|
|||||||||
Deferred taxes
|
|
5
|
|
|
26
|
|
|
(38
|
)
|
|
29
|
|
|
(17
|
)
|
|
5
|
|
|
9
|
|
|
4
|
|
|
18
|
|
|||||||||
Mark-to-market on hedging items and other
|
|
(88
|
)
|
|
10
|
|
|
81
|
|
|
(5
|
)
|
|
149
|
|
|
147
|
|
|
(131
|
)
|
|
104
|
|
|
120
|
|
|||||||||
Share of earnings from associates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
248
|
|
|||||||||
Net income attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
|||||||||
Net income attributable to partnership
(3)
|
|
$
|
162
|
|
|
$
|
206
|
|
|
$
|
90
|
|
|
$
|
27
|
|
|
$
|
2
|
|
|
$
|
487
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
487
|
|
|
(1)
|
During the second quarter of 2018, our Communications Infrastructure segment was renamed to Data Infrastructure. There was no concurrent change in the operations which comprise the segment.
|
(2)
|
The above table provides each segment’s results in the format that management organizes its segments to make operating decisions and assess performance. Each segment is presented on a proportionate basis, taking into account Brookfield Infrastructure’s ownership in operations accounted for using the consolidation and equity methods under IFRS. The above table reconciles Brookfield Infrastructure’s proportionate results to our consolidated statements of operating results on a line by line basis by aggregating the components comprising the earnings from our partnership’s investments in associates and reflecting the portion of each line item attributable to non-controlling interests.
|
(3)
|
Includes net income (loss) attributable to non-controlling interests—Redeemable Partnership Units held by Brookfield, non-controlling interests—Exchange LP Units, general partners and limited partners.
|
FOR THE YEAR ENDED
DECEMBER 31, 2018 US$ MILLIONS |
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data
Infrastructure
|
|
Corporate
|
|
Total
|
||||||||||||
Adjustments to items comprising Adjusted EBITDA
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions from investment in associates
|
|
$
|
(50
|
)
|
|
$
|
(339
|
)
|
|
$
|
(212
|
)
|
|
$
|
(90
|
)
|
|
$
|
—
|
|
|
$
|
(691
|
)
|
Attribution to non-controlling interest
|
|
959
|
|
|
162
|
|
|
178
|
|
|
—
|
|
|
—
|
|
|
1,299
|
|
||||||
Adjusted EBITDA
|
|
909
|
|
|
(177
|
)
|
|
(34
|
)
|
|
(90
|
)
|
|
—
|
|
|
608
|
|
||||||
Adjustments to items comprising FFO
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions from investments in associates
|
|
12
|
|
|
75
|
|
|
48
|
|
|
10
|
|
|
—
|
|
|
145
|
|
||||||
Attribution to non-controlling interest
|
|
(225
|
)
|
|
(77
|
)
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(352
|
)
|
||||||
FFO
|
|
696
|
|
|
(179
|
)
|
|
(36
|
)
|
|
(80
|
)
|
|
—
|
|
|
401
|
|
||||||
Adjustments to items comprising net income attributable to partnership
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions from investment in associates
|
|
38
|
|
|
264
|
|
|
164
|
|
|
80
|
|
|
—
|
|
|
546
|
|
||||||
Attribution to non-controlling interest
|
|
(734
|
)
|
|
(85
|
)
|
|
(128
|
)
|
|
—
|
|
|
—
|
|
|
(947
|
)
|
||||||
Net income attributable to partnership
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
FOR THE YEAR ENDED
DECEMBER 31, 2017 US$ MILLIONS |
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data
Infrastructure
|
|
Corporate
|
|
Total
|
||||||||||||
Adjustments to items comprising Adjusted EBITDA
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions from investment in associates
|
|
$
|
(120
|
)
|
|
$
|
(357
|
)
|
|
$
|
(194
|
)
|
|
$
|
(91
|
)
|
|
$
|
(1
|
)
|
|
$
|
(763
|
)
|
Attribution to non-controlling interest
|
|
732
|
|
|
157
|
|
|
118
|
|
|
—
|
|
|
(21
|
)
|
|
986
|
|
||||||
Adjusted EBITDA
|
|
612
|
|
|
(200
|
)
|
|
(76
|
)
|
|
(91
|
)
|
|
(22
|
)
|
|
223
|
|
||||||
Adjustments to items comprising FFO
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions from investments in associates
|
|
31
|
|
|
67
|
|
|
65
|
|
|
15
|
|
|
1
|
|
|
179
|
|
||||||
Attribution to non-controlling interest
|
|
(134
|
)
|
|
(67
|
)
|
|
(54
|
)
|
|
(3
|
)
|
|
(16
|
)
|
|
(274
|
)
|
||||||
FFO
|
|
509
|
|
|
(200
|
)
|
|
(65
|
)
|
|
(79
|
)
|
|
(37
|
)
|
|
128
|
|
||||||
Adjustments to items comprising net income attributable to partnership
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions from investment in associates
|
|
89
|
|
|
290
|
|
|
129
|
|
|
76
|
|
|
—
|
|
|
584
|
|
||||||
Attribution to non-controlling interest
|
|
(598
|
)
|
|
(90
|
)
|
|
(64
|
)
|
|
3
|
|
|
37
|
|
|
(712
|
)
|
||||||
Net income attributable to partnership
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data
Infrastructure
|
|
Other
|
|
Total
|
|||||||||||||
Adjustments to items comprising Adjusted EBITDA
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions from investment in associates
|
|
$
|
(117
|
)
|
|
$
|
(267
|
)
|
|
$
|
(185
|
)
|
|
$
|
(91
|
)
|
|
$
|
—
|
|
|
$
|
(660
|
)
|
Attribution to non-controlling interest
|
|
149
|
|
|
109
|
|
|
88
|
|
|
—
|
|
|
(122
|
)
|
|
224
|
|
||||||
Adjusted EBITDA
|
|
32
|
|
|
(158
|
)
|
|
(97
|
)
|
|
(91
|
)
|
|
(122
|
)
|
|
(436
|
)
|
||||||
Adjustments to items comprising FFO
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions from investments in associates
|
|
27
|
|
|
77
|
|
|
88
|
|
|
14
|
|
|
—
|
|
|
206
|
|
||||||
Attribution to non-controlling interest
|
|
(50
|
)
|
|
(42
|
)
|
|
(22
|
)
|
|
—
|
|
|
(11
|
)
|
|
(125
|
)
|
||||||
FFO
|
|
9
|
|
|
(123
|
)
|
|
(31
|
)
|
|
(77
|
)
|
|
(133
|
)
|
|
(355
|
)
|
||||||
Adjustments to items comprising net income attributable to partnership
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions from investment in associates
|
|
90
|
|
|
190
|
|
|
97
|
|
|
77
|
|
|
—
|
|
|
454
|
|
||||||
Attribution to non-controlling interest
|
|
(99
|
)
|
|
(67
|
)
|
|
(66
|
)
|
|
—
|
|
|
133
|
|
|
(99
|
)
|
||||||
Net income attributable to partnership
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Revenues, costs attributed to revenues, general and administrative costs.
|
(2)
|
Other income, interest expense and cash taxes.
|
(3)
|
Depreciation and amortization, deferred taxes, fair value adjustments, other expenses, share of earnings from associates, net income attributable to non-controlling interest.
|
|
|
As of
|
||||||
US$ MILLIONS
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Corporate cash and financial assets
|
|
$
|
238
|
|
|
$
|
205
|
|
Committed corporate credit facility
|
|
1,975
|
|
|
1,975
|
|
||
Subordinate corporate credit facility
|
|
500
|
|
|
500
|
|
||
Draws under corporate credit facility
|
|
(510
|
)
|
|
(789
|
)
|
||
Commitments under corporate credit facility
|
|
(47
|
)
|
|
(47
|
)
|
||
Proportionate cash retained in businesses
|
|
404
|
|
|
392
|
|
||
Proportionate availability under subsidiary credit facilities
|
|
817
|
|
|
629
|
|
||
Group-wide liquidity
|
|
$
|
3,377
|
|
|
$
|
2,865
|
|
US$ MILLIONS
|
Average Term (years)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Beyond
|
|
Total
|
||||||||||||||
Recourse borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Corporate borrowings
|
5
|
|
$
|
—
|
|
|
$
|
275
|
|
|
$
|
—
|
|
|
$
|
330
|
|
|
$
|
510
|
|
|
$
|
878
|
|
|
$
|
1,993
|
|
Total recourse borrowings
|
5
|
|
—
|
|
|
275
|
|
|
—
|
|
|
330
|
|
|
510
|
|
|
878
|
|
|
1,993
|
|
|||||||
Non-recourse borrowings
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Regulated Transmission
|
6
|
|
30
|
|
|
18
|
|
|
5
|
|
|
6
|
|
|
381
|
|
|
112
|
|
|
552
|
|
|||||||
Regulated Distribution
|
11
|
|
15
|
|
|
7
|
|
|
24
|
|
|
79
|
|
|
271
|
|
|
1,210
|
|
|
1,606
|
|
|||||||
Regulated Terminal
|
4
|
|
—
|
|
|
149
|
|
|
290
|
|
|
171
|
|
|
149
|
|
|
218
|
|
|
977
|
|
|||||||
|
8
|
|
45
|
|
|
174
|
|
|
319
|
|
|
256
|
|
|
801
|
|
|
1,540
|
|
|
3,135
|
|
|||||||
Transport
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Rail
|
5
|
|
37
|
|
|
104
|
|
|
114
|
|
|
164
|
|
|
178
|
|
|
457
|
|
|
1,054
|
|
|||||||
Toll Roads
|
8
|
|
151
|
|
|
195
|
|
|
178
|
|
|
192
|
|
|
133
|
|
|
660
|
|
|
1,509
|
|
|||||||
Ports
|
3
|
|
100
|
|
|
236
|
|
|
98
|
|
|
11
|
|
|
12
|
|
|
47
|
|
|
504
|
|
|||||||
|
6
|
|
288
|
|
|
535
|
|
|
390
|
|
|
367
|
|
|
323
|
|
|
1,164
|
|
|
3,067
|
|
|||||||
Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Natural Gas Midstream
|
8
|
|
3
|
|
|
9
|
|
|
27
|
|
|
352
|
|
|
160
|
|
|
833
|
|
|
1,384
|
|
|||||||
Distributed Energy Control Infrastructure
|
7
|
|
—
|
|
|
85
|
|
|
—
|
|
|
60
|
|
|
154
|
|
|
257
|
|
|
556
|
|
|||||||
|
8
|
|
3
|
|
|
94
|
|
|
27
|
|
|
412
|
|
|
314
|
|
|
1,090
|
|
|
1,940
|
|
|||||||
Data Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Telecommunications and Fiber
|
5
|
|
—
|
|
|
107
|
|
|
—
|
|
|
145
|
|
|
—
|
|
|
193
|
|
|
445
|
|
|||||||
Data Storage
|
7
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
4
|
|
|
148
|
|
|
160
|
|
|||||||
|
5
|
|
2
|
|
|
109
|
|
|
2
|
|
|
147
|
|
|
4
|
|
|
341
|
|
|
605
|
|
|||||||
Total non-recourse borrowings
(1)
|
7
|
|
338
|
|
|
912
|
|
|
738
|
|
|
1,182
|
|
|
1,442
|
|
|
4,135
|
|
|
8,747
|
|
|||||||
Total borrowings
(2)
|
7
|
|
$
|
338
|
|
|
$
|
1,187
|
|
|
$
|
738
|
|
|
$
|
1,512
|
|
|
$
|
1,952
|
|
|
$
|
5,013
|
|
|
$
|
10,740
|
|
Cash retained in businesses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
58
|
|
||||||
Transport
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
270
|
|
|||||||
Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
|||||||
Data Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
|||||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
238
|
|
|||||||
Total cash retained
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
642
|
|
||||||
Net debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,077
|
|
||||||
Transport
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,797
|
|
|||||||
Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,905
|
|
|||||||
Data Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
564
|
|
|||||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,755
|
|
|||||||
Total net debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,098
|
|
||||||
Total net debt
|
|
|
3
|
%
|
|
11
|
%
|
|
7
|
%
|
|
14
|
%
|
|
18
|
%
|
|
47
|
%
|
|
100
|
%
|
|
(1)
|
Represents non-recourse debt to Brookfield Infrastructure as the holders have recourse only to the underlying operations.
|
(2)
|
As of
December 31, 2018
, approximately
34%
has been issued as floating rate debt. Brookfield Infrastructure and its subsidiaries have entered into interest rate swaps whereby the floating rate debt has been converted to fixed rate debt, effectively increasing floating rate debt maturities to approximately
29%
of our total borrowings. Excluding working capital and capital expenditure facilities, floating rate debt maturities approximate
22%
of our total borrowings, inclusive of the impact of interest rate swaps.
|
•
|
We leverage any natural hedges that may exist within our operations
|
•
|
We utilize local currency debt financing to the extent possible
|
•
|
We may utilize derivative contracts to the extent that natural hedges are insufficient
|
|
(1)
|
CLP net equity investment presented at amortized cost and therefore not reflective of fair value.
|
(2)
|
CAD net equity investment excludes $936 million of preferred units.
|
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Funds from Operations (FFO)
|
|
$
|
1,231
|
|
|
$
|
1,170
|
|
|
$
|
944
|
|
Maintenance capital
|
|
(249
|
)
|
|
(229
|
)
|
|
(173
|
)
|
|||
Funds available for distribution (AFFO)
|
|
982
|
|
|
941
|
|
|
771
|
|
|||
Distributions paid
|
|
(919
|
)
|
|
(794
|
)
|
|
(628
|
)
|
|||
Funds available for reinvestment
|
|
63
|
|
|
147
|
|
|
143
|
|
|||
Growth capital expenditures
|
|
(797
|
)
|
|
(893
|
)
|
|
(843
|
)
|
|||
Debt funding of growth capex
|
|
356
|
|
|
473
|
|
|
460
|
|
|||
Non-recourse debt issuances (repayments)
|
|
209
|
|
|
(118
|
)
|
|
33
|
|
|||
Proceeds from capital recycling
|
|
1,033
|
|
|
—
|
|
|
304
|
|
|||
New investments, net of disposals
|
|
(1,040
|
)
|
|
(1,902
|
)
|
|
(463
|
)
|
|||
(Repayments) draws on corporate credit facility
|
|
(279
|
)
|
|
789
|
|
|
(407
|
)
|
|||
Partnership unit repurchases, net of issuances
|
|
(16
|
)
|
|
992
|
|
|
749
|
|
|||
Proceeds from debt issuances, net of repayments
|
|
283
|
|
|
129
|
|
|
—
|
|
|||
Proceeds from preferred unit issuances, net of repurchases
|
|
341
|
|
|
220
|
|
|
186
|
|
|||
Impact of foreign currency movements
|
|
(164
|
)
|
|
(137
|
)
|
|
136
|
|
|||
Changes in working capital and other
|
|
56
|
|
|
65
|
|
|
(9
|
)
|
|||
Change in proportionate cash
|
|
45
|
|
|
(235
|
)
|
|
289
|
|
|||
Opening, proportionate cash
|
|
597
|
|
|
832
|
|
|
543
|
|
|||
Closing, proportionate cash
|
|
$
|
642
|
|
|
$
|
597
|
|
|
$
|
832
|
|
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Cash from operating activities
|
|
$
|
1,362
|
|
|
$
|
1,481
|
|
|
$
|
753
|
|
Add: FFO from associates and joint ventures
|
|
546
|
|
|
584
|
|
|
454
|
|
|||
Remove:
|
|
|
|
|
|
|
||||||
Distributions received from associates and joint ventures
|
|
(59
|
)
|
|
(66
|
)
|
|
(46
|
)
|
|||
Cash from operating activities attributable to non-controlling interests
(1)
|
|
(1,028
|
)
|
|
(840
|
)
|
|
(231
|
)
|
|||
|
|
821
|
|
|
1,159
|
|
|
930
|
|
|||
Less: Maintenance capital expenditures
|
|
(249
|
)
|
|
(229
|
)
|
|
(173
|
)
|
|||
Taxes paid on disposition of Chilean electricity transmission operation
|
|
256
|
|
|
—
|
|
|
—
|
|
|||
Changes in working capital and other items
|
|
154
|
|
|
11
|
|
|
14
|
|
|||
AFFO
(2)
|
|
$
|
982
|
|
|
$
|
941
|
|
|
$
|
771
|
|
|
(1)
|
By removing cash from operating activities attributable to non-controlling interests, our partnership is able to present AFFO attributable to our partnership. We believe our proportionate financial information, when read in conjunction with our partnership’s reported results under IFRS, provides the most meaningful assessment of how our operations are performing. Please refer to the discussion of the limitations of proportional results as an analytical tool within the “Reconciliation of Non-IFRS Financial Measures” section on page
125
.
|
(2)
|
The most-closely related IFRS measure to AFFO is net income. However, occasionally we believe the alternative reconciliation can be useful and have therefore provided this reconciliation of consolidated cash flow from operations to AFFO. Please see the “Reconciliation of Non-IFRS Financial Measures” section on page
125
for a reconciliation of AFFO to net income.
|
|
(1)
|
Includes distributions to limited partners, Redeemable Partnership Units held by Brookfield and holders of Exchange LP Units, the general partner, preferred unitholders, and incentive distributions.
|
(2)
|
Our payout ratio was impacted during the year predominantly by the timing related to deploying capital generated from the sale of our Chilean electricity transmission business and the financing at our Brazilian regulated gas transmission business.
|
•
|
The results from the prior year as well as the budget for the upcoming year and the 5-year business plan based on our partnership’s share of FFO generated by our assets
|
•
|
Our partnership’s group-wide liquidity and its ability to fund committed capital investments
|
i)
|
Growth capital expenditures: capital outlays underpinned by incremental revenues that will enhance our partnership’s returns. These projects are eligible for inclusion in the rate base of our utilities segment, or they are meant to add capacity to further expand our existing infrastructure networks in our transport, energy and data infrastructure operations;
|
ii)
|
Maintenance capital expenditures: required capital outlays to maintain the current operating state and reliability of the system while ensuring regulatory and safety requirements are upheld
|
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Growth capital expenditures by segment
|
|
|
|
|
|
|
||||||
Utilities
|
|
$
|
402
|
|
|
$
|
449
|
|
|
$
|
428
|
|
Transport
|
|
208
|
|
|
326
|
|
|
319
|
|
|||
Energy
|
|
135
|
|
|
76
|
|
|
67
|
|
|||
Data Infrastructure
|
|
52
|
|
|
42
|
|
|
29
|
|
|||
|
|
$
|
797
|
|
|
$
|
893
|
|
|
$
|
843
|
|
US$ MILLIONS
Summary Statements of Operating Results
|
For the year ended December 31,
|
||||||||||
2018
|
|
|
2017
|
|
|
2016
|
|
||||
Cash from operating activities
|
$
|
1,362
|
|
|
$
|
1,481
|
|
|
$
|
753
|
|
Cash used by investing activities
|
(5,564
|
)
|
|
(5,721
|
)
|
|
(1,058
|
)
|
|||
Cash from financing activities
|
4,418
|
|
|
3,814
|
|
|
899
|
|
|
|
As of
|
||||
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
Redeemable Partnership Units, held by Brookfield
|
|
115,824,992
|
|
|
115,824,992
|
|
Special General Partner Units
|
|
1,600,410
|
|
|
1,600,410
|
|
Managing General Partner Units
|
|
277,347,890
|
|
|
276,572,900
|
|
Total
|
|
394,773,292
|
|
|
393,998,302
|
|
|
|
2018
|
|
2017
|
||||||||||
MILLIONS, EXCEPT UNIT INFORMATION
|
|
Book Value
|
|
|
Units
|
|
|
Book Value
|
|
|
Units
|
|
||
Outstanding at beginning of year
|
|
$
|
2,078
|
|
|
115,824,992
|
|
|
$
|
1,778
|
|
|
108,401,992
|
|
Units issued
|
|
—
|
|
|
—
|
|
|
300
|
|
|
7,423,000
|
|
||
Outstanding at end of year
|
|
$
|
2,078
|
|
|
115,824,992
|
|
|
$
|
2,078
|
|
|
115,824,992
|
|
|
|
2018
|
|
2017
|
||||||||||
MILLIONS, EXCEPT UNIT INFORMATION
|
|
Book Value
|
|
|
Units
|
|
|
Book Value
|
|
|
Units
|
|
||
Outstanding at beginning of year
|
|
$
|
19
|
|
|
1,600,410
|
|
|
$
|
19
|
|
|
1,600,410
|
|
Outstanding at end of year
|
|
$
|
19
|
|
|
1,600,410
|
|
|
$
|
19
|
|
|
1,600,410
|
|
|
|
2018
|
|
2017
|
||||||||||
MILLIONS, EXCEPT UNIT INFORMATION
|
|
Book Value
|
|
|
Units
|
|
|
Book Value
|
|
|
Units
|
|
||
Outstanding at beginning of year
|
|
$
|
4,907
|
|
|
276,572,900
|
|
|
$
|
4,215
|
|
|
259,450,045
|
|
Units issued
|
|
34
|
|
|
1,637,770
|
|
|
692
|
|
|
17,122,855
|
|
||
Units repurchased and cancelled
|
|
(30
|
)
|
|
(862,780
|
)
|
|
—
|
|
|
—
|
|
||
Outstanding at end of year
|
|
$
|
4,911
|
|
|
277,347,890
|
|
|
$
|
4,907
|
|
|
276,572,900
|
|
|
|
2018
|
|
2017
|
||||||||||
MILLIONS, EXCEPT UNIT INFORMATION
|
|
Book Value
|
|
|
Units
|
|
|
Book Value
|
|
|
Units
|
|
||
Outstanding at beginning of year
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Units issued
|
|
232
|
|
|
5,726,170
|
|
|
—
|
|
|
—
|
|
||
Units exchanged
|
|
(20
|
)
|
|
(1,267,944
|
)
|
|
—
|
|
|
—
|
|
||
Outstanding at end of year
|
|
$
|
212
|
|
|
4,458,226
|
|
|
$
|
—
|
|
|
—
|
|
|
|
As of
|
||||
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
Holding LP Series 1 Preferred Units
|
|
4,992,806
|
|
|
5,000,000
|
|
Holding LP Series 3 Preferred Units
|
|
4,994,852
|
|
|
5,000,000
|
|
Holding LP Series 5 Preferred Units
|
|
9,994,056
|
|
|
10,000,000
|
|
Holding LP Series 7 Preferred Units
|
|
11,990,405
|
|
|
12,000,000
|
|
Holding LP Series 9 Preferred Units
|
|
7,993,758
|
|
|
—
|
|
Holding LP Series 11 Preferred Units
|
|
9,964,100
|
|
|
—
|
|
Total
|
|
49,929,977
|
|
|
32,000,000
|
|
|
|
2018
|
|
2017
|
||||||||||
MILLIONS, EXCEPT UNIT INFORMATION
|
|
Book Value
|
|
Units
|
|
|
Book Value
|
|
Units
|
|
||||
Outstanding at beginning of year
|
|
$
|
595
|
|
|
32,000,000
|
|
|
$
|
375
|
|
|
20,000,000
|
|
Units issued
|
|
342
|
|
|
18,000,000
|
|
|
220
|
|
|
12,000,000
|
|
||
Units repurchased and cancelled
|
|
(1
|
)
|
|
(70,023
|
)
|
|
—
|
|
|
—
|
|
||
Outstanding at end of year
|
|
$
|
936
|
|
|
49,929,977
|
|
|
$
|
595
|
|
|
32,000,000
|
|
•
|
Data infrastructure
- Data is the fastest growing commodity in the world, with global usage expected to grow exponentially for the foreseeable future. This growth is driving the need for massive investment in the networks that transmit and store data. We have already begun making investments in data highways, namely fiber-to-the-home networks, telecom towers, and data centers, and are pursuing additional opportunities in the sector.
|
•
|
Midstream energy
- Midstream energy assets are strategically located, difficult to replicate and have a strong contracted cash flow profile. Their scarcity value is supported by the fact that they are often the only connections between supply and demand centers. In addition, with the emergence of new resources and growing demand, there is a large funding gap of infrastructure build-out, making these assets primed to benefit from future growth.
|
•
|
Key
value creation lever
- most infrastructure assets reach a maturity point, where the pace of capital appreciation or same-store growth levels out. Capital appreciation is maximized in periods where there are operational improvements, increased capacity utilization and capital expansion. Absent these factors, we would generally consider these assets to have mature income streams. At this point we will look to sell them at attractive returns and redeploy the proceeds into new income streams that will earn our 12-15% target returns. This was the case with our Chilean electricity transmission business, which we sold for $1.3 billion. Essentially, we exchanged an asset generating a 7% FFO yield for newly acquired utilities, data infrastructure and energy businesses that we expect to provide an 11% FFO yield on an annualized basis.
|
•
|
Alternative
source of capital
- we sometimes issue equity to fund growth, however capital markets are not always available and thus capital recycling becomes an important alternative source of funding. We believe that capital recycling allows us to be more strategic and focus on selling bond-like businesses at a very low discount rate, while potentially increasing returns to unitholders by avoiding dilution on our high-growth businesses.
|
•
|
Institutes
capital discipline
- to us, it is imperative that businesses are sold to maximize proceeds, not when cash is needed as selling under duress almost never optimizes value. While our approach may result in periods where we have substantial liquidity that results in a short-term drag on results, as long-term investors, we believe it is the best way to create value over the long run.
|
December 31, 2018
US$ MILLIONS
|
|
Less than
1 year
|
|
1-2 years
|
|
2-3 years
|
|
3-5 years
|
|
5+ years
|
|
Total
contractual
cash flows
|
|||||||||||
Accounts payable and other liabilities
|
|
$
|
1,048
|
|
|
$
|
48
|
|
|
16
|
|
|
$
|
20
|
|
|
$
|
220
|
|
|
$
|
1,352
|
|
Corporate borrowing
|
|
—
|
|
|
—
|
|
|
275
|
|
|
330
|
|
|
1,388
|
|
|
1,993
|
|
|||||
Non-recourse borrowing
|
|
995
|
|
|
794
|
|
|
835
|
|
|
4,292
|
|
|
6,290
|
|
|
13,206
|
|
|||||
Financial liabilities
|
|
124
|
|
|
26
|
|
|
38
|
|
|
999
|
|
|
93
|
|
|
1,280
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Corporate borrowing
|
|
67
|
|
|
66
|
|
|
60
|
|
|
118
|
|
|
75
|
|
|
386
|
|
|||||
Non-recourse borrowing
|
|
595
|
|
|
542
|
|
|
510
|
|
|
887
|
|
|
1,771
|
|
|
4,305
|
|
Name and Municipality of Residence
(1)
|
|
Age
|
|
Position
|
|
Principal Occupation
|
Derek Pannell
(2)(3)
Saint John, Canada
|
|
72
|
|
Chair
|
|
Director
|
Jeffrey Blidner
Toronto, Canada
|
|
70
|
|
Director
|
|
Vice Chairman of Brookfield Asset Management
|
William Cox
(2)
Pembroke, Bermuda
|
|
56
|
|
Director
|
|
Business Executive
|
John Fees
Lynchburg, Virginia
|
|
61
|
|
Director
|
|
Non-Executive Chairman of BWXT
|
Arthur Jacobson, Jr.
(2)
Malibu, California
|
|
56
|
|
Director
|
|
Director
|
John Mullen
Sydney, Australia
|
|
63
|
|
Director
|
|
Director, Chairman of Telstra Corporation Limited
|
Anne Schaumburg
(3)
Short Hills, New Jersey
|
|
69
|
|
Director
|
|
Director
|
Danesh Varma
(3)
Kingston-Upon-Thames, England
|
|
69
|
|
Director
|
|
Chief Financial Officer and Director
|
|
(1)
|
The business address for each of the directors is 73 Front Street, Hamilton, HM 12, Bermuda.
|
(2)
|
Member of the nominating and governance committee. Arthur Jacobson is the chair of the nominating and governance committee.
|
(3)
|
Member of the audit committee. Anne Schaumburg is the chair of the audit committee. Danesh Varma is our audit committee financial expert.
|
Name
|
|
Age
|
|
Years of Experience in
relevant industry or role
|
|
Years at Brookfield
|
|
Current Position with the
Service Provider
|
Sam Pollock
|
|
52
|
|
29
|
|
24
|
|
Chief Executive Officer
|
Bahir Manios
|
|
40
|
|
17
|
|
14
|
|
Chief Financial Officer
|
Ben Vaughan
|
|
47
|
|
21
|
|
18
|
|
Chief Operating Officer
|
Brian Baker
|
|
48
|
|
22
|
|
12
|
|
Chief Investment Officer & Head of Transport and Energy
|
Jonathan Kelly
|
|
36
|
|
14
|
|
12
|
|
Chief Investment Officer & Head of Utilities and Data infrastructure
|
•
|
causing or supervising the carrying out of all day-to-day management, secretarial, accounting, banking, treasury, administrative, liaison, representative, regulatory and reporting functions and obligations;
|
•
|
establishing and maintaining or supervising the establishment and maintenance of books and records;
|
•
|
identifying, evaluating and recommending to the Service Recipients acquisitions or dispositions from time-to-time and, where requested to do so, assisting in negotiating the terms of such acquisitions or dispositions;
|
•
|
recommending and, where requested to do so, assisting in the raising of funds whether by way of debt, equity or otherwise, including the preparation, review or distribution of any prospectus or offering memorandum in respect thereof and assisting with communications support in connection therewith;
|
•
|
recommending to the Service Recipients suitable candidates to serve on the boards of directors or their equivalents of the operating entities;
|
•
|
making recommendations with respect to the exercise of any voting rights to which the Service Recipients are entitled in respect of the operating entities;
|
•
|
making recommendations with respect to the payment of dividends or other distributions by the Service Recipients, including distributions by our partnership to our unitholders;
|
•
|
monitoring and/or oversight of the applicable Service Recipient’s accountants, legal counsel and other accounting, financial or legal advisors and technical, commercial, marketing and other independent experts, and managing litigation in which a Service Recipient is sued or commencing litigation after consulting with, and subject to the approval of, the relevant board of directors or its equivalent;
|
•
|
attending to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of a Service Recipient, subject to approval by the relevant board of directors or its equivalent;
|
•
|
supervising the timely calculation and payment of taxes payable, and the filing of all tax returns due, by each Service Recipient;
|
•
|
causing the Service Recipients’ annual consolidated financial statements and quarterly interim financial statements to be: (i) prepared in accordance with generally accepted accounting principles or other applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation; and (ii) submitted to the relevant board of directors or its equivalent for its prior approval;
|
•
|
making recommendations in relation to and effecting the entry into insurance of each Service Recipient’s assets, together with other insurances against other risks, including directors and officers insurance as the relevant service provider and the relevant board of directors or its equivalent may from time to time agree;
|
•
|
arranging for individuals to carry out the functions of principal executive, accounting and financial officers for our partnership only for purposes of applicable securities laws;
|
•
|
providing individuals to act as senior officers of Service Recipients as agreed from time-to-time, subject to the approval of the relevant board of directors or its equivalent;
|
•
|
advising the Service Recipients regarding the maintenance of compliance with applicable laws and other obligations; and
|
•
|
providing all such other services as may from time-to-time be agreed with the Service Recipients that are reasonably related to the Service Recipient’s day-to-day operations.
|
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Base management fee
|
|
$
|
214
|
|
|
$
|
230
|
|
|
$
|
158
|
|
•
|
the Service Provider defaults in the performance or observance of any material term, condition or covenant contained in the agreement in a manner that results in material harm to the Service Recipients and the default continues unremedied for a period of 30 days after written notice of the breach is given to the Service Provider;
|
•
|
the Service Provider engages in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service Recipients;
|
•
|
the Service Provider is grossly negligent in the performance of its duties under the agreement and such negligence results in material harm to the Service Recipients; or
|
•
|
certain events relating to the bankruptcy or insolvency of the Service Provider.
|
•
|
the dissolution of our partnership;
|
•
|
any material amendment to the Master Services Agreement, the Relationship Agreement, our Limited Partnership Agreement or the Holding LP’s limited partnership agreement;
|
•
|
any material service agreement or other arrangement pursuant to which Brookfield will be paid a fee, or other consideration other than any agreement or arrangement contemplated by the Master Services Agreement;
|
•
|
acquisitions by us from, and dispositions by us to, Brookfield;
|
•
|
determinations regarding the payment of fees under the Master Services Agreement in units of our partnership or the Holding LP or the deferral of incentive distributions under the Holding LP’s limited partnership agreement;
|
•
|
approval of the protocol governing the allocation of employees between our partnership and the Service Provider;
|
•
|
any other material transaction involving us and Brookfield; and
|
•
|
termination of, or any determinations regarding indemnification under, the Master Services Agreement.
|
•
|
our accounting and financial reporting processes;
|
•
|
the integrity and audits of our financial statements;
|
•
|
our compliance with legal and regulatory requirements; and
|
•
|
the qualifications, performance and independence of our independent accountants.
|
|
|
Units Outstanding
|
||||||
Name and Address
|
|
Units Owned
(1)
|
|
Percentage
(2)
|
||||
Brookfield Asset Management Inc.
(3)
|
|
116,074,637
|
|
(3)
|
|
29.5
|
%
|
(3)
|
Partners Limited
(4)
|
|
118,977,912
|
|
(4)
|
|
30.3
|
%
|
(4)
|
Bank of Montreal
(5)
|
|
16,951,223
|
|
(5)
|
|
6.1
|
%
|
(5)
|
|
(1)
|
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Units relating to securities currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person.
|
(2)
|
The percentages shown are based on 277,347,890 units outstanding as of
December 31, 2018
and in the case of Brookfield Asset Management and Partners Limited, 115,824,992 additional units upon exchange of all of the Redeemable Partnership Units.
|
(3)
|
Brookfield Asset Management may be deemed to be the beneficial owner of
116,074,637
of our units that it holds through wholly-owned subsidiaries, constituting approximately
29.5%
of the issued and outstanding units, assuming that all of the Redeemable Partnership Units are exchanged for our units. This amount includes 249,645 of our units beneficially held directly or indirectly by Brookfield Asset Management.
|
(4)
|
Partners Limited is a corporation whose principal business mandate is to hold shares of Brookfield Asset Management, directly or indirectly, for the long-term. Partners Limited may be deemed to be the beneficial owner of
118,977,912
of our units, constituting approximately
30.3%
of the issued and outstanding units, assuming that all of the Redeemable Partnership Units are exchanged for our units. This amount includes 2,865,172 of our units beneficially held by Partners Value Investments LP and all of our units beneficially held by Brookfield Asset Management. Partners Limited may be deemed to have the power (together with each of Brookfield Asset Management and Partners Value Investments LP) to vote or direct the vote of the units beneficially owned by it or to dispose of such units other than 38,102 of our units with respect to which it has sole voting and investment power.
|
(5)
|
Based on a Schedule 13G filed by Bank of Montreal on February 14, 2019.
|
•
|
voted in favor of the election of a director (or its equivalent) approved by the entity through which our interest in the relevant entity is held;
|
•
|
withheld from voting for (or voted against, if applicable) the election of a director (or its equivalent) not approved by the entity through which our interest in the relevant entity is held; and
|
•
|
voted in accordance with the direction of the entity through which our interest in the relevant entity is held with respect to the approval or rejection of the following matters relating to the operating entity, as applicable: (i) any sale of all or substantially all of its assets, (ii) any merger, amalgamation, consolidation, business combination or other material corporate transaction, except in connection with any internal reorganization that does not result in a change of control, (iii) any plan or proposal for a complete or partial liquidation or dissolution, or any reorganization or any case, proceeding or action seeking relief under any existing laws or future laws relating to bankruptcy or insolvency, (iv) any issuance of shares, units or other securities, including debt securities, or (v) any commitment or agreement to do any of the foregoing.
|
•
|
the licensee defaults in the performance of any material term, condition or agreement contained in the agreement and the default continues for a period of 30 days after written notice of termination of the breach is given to the licensee;
|
•
|
the licensee assigns, sublicenses, pledges, mortgages or otherwise encumbers the intellectual property rights granted to it pursuant to the Licensing Agreement;
|
•
|
certain events relating to a bankruptcy or insolvency of the licensee; or
|
•
|
the licensee ceases to be an affiliate of Brookfield.
|
•
|
Allocation of Investment Opportunities.
In recommending acquisition opportunities, Brookfield has significant discretion to determine the suitability and/or appropriateness of opportunities for us and to allocate such opportunities among us, Brookfield, Brookfield Accounts, and/or third parties as it deems appropriate. Brookfield and Brookfield Accounts have (and future Brookfield Accounts may in the future have) investment mandates that overlap with our investment mandate, including Brookfield Accounts that invest in infrastructure and related assets, and in which we generally expect to be a significant investor. In addition, Brookfield has provided, and may in the future provide (without notice to our unitholders or preferred unitholders), priority rights with respect to certain investment opportunities, including all or a select geographic, industry or other subset of opportunities, to certain Brookfield Accounts (but not to us) or to other persons pursuant to contractual or other arrangements. In particular, Brookfield Accounts with real estate, timberlands and renewable power investment mandates generally have been (and will in the future be) given priority with respect to investment opportunities that are suitable and appropriate for them. As a result, Brookfield Accounts may compete with, or have priority over, our partnership in respect of investment opportunities, and opportunities that would otherwise be suitable for us may not be made available to us, we may receive a smaller allocation of such opportunities than would otherwise have been the case, or we may receive an allocation of such opportunities on different terms than Brookfield or Brookfield Accounts (which may be less favourable than otherwise would have been the case).
|
•
|
Allocation of Broken-Deal Expenses.
We will incur expenses with respect to the consideration and pursuit of transactions that are not ultimately consummated, referred to as broken-deal expenses, including through our investments in Brookfield Accounts. Examples of broken-deal expenses include (i) research costs, (ii) fees and expenses of legal, financial, tax, accounting, consulting or other advisers (including Brookfield) in connection with conducting due diligence or otherwise pursuing a particular non-consummated transaction, (iii) fees and expenses in connection with arranging financing for a particular non-consummated transaction, (iv) travel costs, (v) deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, a particular non-consummated transaction and (vi) other expenses incurred in connection with activities related to a particular non-consummated transaction. Broken-deal expenses generally will be allocated among our partnership, Brookfield and Brookfield Accounts in the manner that Brookfield determines to be fair and equitable, which may be
pro rata
or on a different basis.
|
•
|
Co-Investment Opportunities and Expenses
. Because of the scale of typical infrastructure acquisitions, we may offer portions of certain acquisition opportunities for co-investment. In addition, because our strategy includes completing acquisitions through Brookfield Accounts, we will likely make co-investments with Brookfield and Brookfield Accounts. Decisions regarding whether and to which parties to offer co-investment opportunities are made by Brookfield and may be based on a number of factors, including portfolio construction, strategic or other considerations, taking into account the specific facts and circumstances relating to each potential co-investment opportunity. As a result, from time to time, we may offer (or receive from Brookfield Accounts) larger or smaller portions of co-investment opportunities than would otherwise have been the case or no portion of certain opportunities.
|
•
|
Other Activities of Our Investment Personnel.
The same professionals within Brookfield’s organization who are involved in sourcing and executing acquisitions that are suitable for us are responsible for sourcing and executing opportunities for the Brookfield Accounts as well as having other responsibilities within Brookfield’s broader asset management business. Limits on the availability of such individuals will likewise result in a limitation on the availability of acquisition opportunities for us, and such individuals’ broader responsibilities could conflict with their responsibilities to us.
|
•
|
Investments by Brookfield Personnel.
The partners, members, shareholders, directors, officers and employees of Brookfield (“Brookfield Personnel”) may generally buy and sell securities or other investments for their own or their family members’ accounts (including through Brookfield Accounts). Positions may be taken by such Brookfield Personnel that are the same, different from, or made at different times than positions taken directly or indirectly for us. To reduce the possibility of (a) potential conflicts between our investment activities and those of Brookfield Personnel, and (b) us being materially adversely affected by Brookfield Personnel’s personal trading activities, Brookfield has established policies and procedures relating to personal securities trading. To this end, Brookfield Personnel that participate in managing our investment activities are generally restricted from engaging in personal trading activities (unless such activities are conducted through accounts over which the personnel have no influence or control), and other personnel generally must pre-clear proposed personal trades. In addition, Brookfield’s policies include prohibitions on insider trading, front running, trading in securities that are on Brookfield’s restricted trading list, trading in securities that are subject to a black-out period and other restrictions.
|
•
|
Investments by the Investing Affiliate.
Certain Brookfield executives own a substantial majority of an entity that makes investments for its own account (the “Investing Affiliate”). The Investing Affiliate’s activities are managed separately from our (or any Brookfield Account’s) activities. There is no formal informational barrier between the Investing Affiliate and the rest of Brookfield. Brookfield has adopted protocols designed to ensure that the Investing Affiliate’s activities do not materially adversely affect our (and Brookfield Accounts’) activities and to ensure that potential conflicts are resolved in a manner pursuant to which our (and Brookfield Accounts’) interests are, to the extent feasible, prioritized relative to the Investing Affiliate’s.
|
•
|
Warehousing Investments.
Where Brookfield has made an acquisition, it may transfer it to us at a later date at cost, plus a pre-agreed interest rate, after the assets have been developed or we have obtained sufficient financing. Similarly, we may warehouse one or more investments for a Brookfield Account in which we are invested and generally transfer the warehoused investment to the applicable Brookfield Account at cost, plus a pre-agreed interest rate, once the Brookfield Account has raised sufficient capital, including financing, to support the acquisition. In the event the applicable Brookfield Account does not obtain sufficient financing to purchase the warehoused investment and we cannot find another buyer for the investment, we may be forced to retain the investment, the value of which may have increased or declined.
|
•
|
Transacting with Brookfield.
When permitted by applicable law and subject to and in accordance with our conflicts policy, we may buy investments from or sell investments to Brookfield and/or Brookfield Accounts. Such transactions generally will require the approval of our General Partner’s independent directors and, in connection with transactions with a Brookfield Account, the advisory committee of the applicable Brookfield Account.
|
•
|
Terms of an Investment by Our Partnership May Benefit or Disadvantage Brookfield or a Brookfield Account.
In making certain decisions with regard to a potential investment by our partnership (or by a Brookfield Account in which we are invested), Brookfield could face certain conflicts of interest between the interests of our partnership (or the Brookfield Account), on the one hand, and the interests of Brookfield, the Investing Affiliate or a Brookfield Account that has already made a related investment, on the other hand. Similarly, a prospective investment by Brookfield or a Brookfield Account may present a conflict of interest with respect to an investment by our partnership. Subject to applicable law and our conflicts policy, Brookfield may cause our partnership to invest in securities, bank loans or other obligations of companies affiliated with or advised by Brookfield or in which Brookfield, the Investing Affiliate or a Brookfield Account has an equity, debt or other interest, or to engage in investment transactions that may result in Brookfield, the Investing Affiliate or a Brookfield Account getting an economic benefit, being relieved of obligations or divested of investments. For example, we may make a debt or equity investment in an entity which is expected to use the proceeds of such investment to repay loans from Brookfield or a Brookfield Account. Depending on the circumstance, Brookfield or such Brookfield Account might benefit if our partnership invested more money, thus providing sufficient funds to repay Brookfield or the Brookfield Account, or it might benefit if the loans remained outstanding and Brookfield or such Brookfield Account continued to receive payment under the existing loans, if the loans were on attractive terms (including an attractive interest rate) from the perspective of Brookfield or such Brookfield Account. Alternatively, Brookfield or a Brookfield Account might be in the position of making an investment that could be used to repay loans from our partnership, which would present the opposite conflict. Similarly, such conflicts might also be present in other situations. For example, in certain circumstances, we may pursue a take-private, asset purchase or other material transaction with an issuer in which Brookfield, the Investing Affiliate or a Brookfield Account is invested, which may result in a benefit to Brookfield, the Investing Affiliate or the Brookfield Account. In situations where our activities may enhance Brookfield’s, the Investing Affiliate’s or a Brookfield Account’s profitability, Brookfield may take its own, the Investing Affiliate’s or the Brookfield Account’s interests into consideration in connection with actions it takes on our behalf.
|
•
|
Investments with Related Parties.
In certain circumstances, we will participate in investments that involve Brookfield or Brookfield Accounts in equity or debt positions within a transaction. For example, Brookfield or Brookfield Accounts may: (a) enter into a joint transaction with us; (b) be borrowers of certain investments or lenders in respect of our partnership; or (c) hold debt positions (either junior or senior to our positions) or other interests in an investment’s capital stack. The interests of Brookfield or Brookfield Accounts in such investments may differ from our interests and also may have been acquired at different times, at different prices and/or subject to different terms and conditions. As a result of these differences, Brookfield or Brookfield Accounts may manage such interests in a way that is different from ours (including, for example, by investing in different portions of an issuer’s capital structure, investing in the same portion but on different terms, obtaining exposure to the investment using different types of securities or instruments, voting securities in a different manner, and/or acquiring or disposing of its interests at different times than us). In connection with the foregoing, Brookfield or Brookfield Accounts may pursue or enforce rights or activities, or refrain from pursuing or enforcing rights or activities, with respect to a particular investment in which we have invested, even though such actions or inaction could adversely affect us. For example, if an issuer in which we have an investment and in which Brookfield or a Brookfield Account also has an investment, but at a different portion of the capital structure, becomes distressed or defaults on its obligations, Brookfield will have conflicting loyalties between its duties to us and to itself or to the Brookfield Account. In such a situation Brookfield, acting on behalf of itself or a Brookfield Account, may seek a liquidation, reorganization or restructuring of the issuer that may have an adverse effect on our holdings in the same issuer, and our transactions may be effected at prices or terms that may be less favorable than would otherwise have been the case (or vice versa). In addition, in the event that Brookfield or Brookfield Accounts hold voting securities of an issuer in which we hold loans, bonds, or other credit-related securities, Brookfield or such Brookfield Accounts may have the right to vote on certain matters that have an adverse effect on the positions held by us. Furthermore, to the extent that Brookfield or a Brookfield Account has holdings in the same issuer as us, Brookfield may be incentivized to take its interests or the interests of such Brookfield Account into consideration in connection with actions it takes on behalf of our partnership, even though taking such interests into account could adversely affect us.
|
•
|
Pursuit of Investment Opportunities by Certain Non-Controlled Affiliates.
Certain companies with which Brookfield may technically be affiliated (a) are controlled, in whole or in part, by persons other than Brookfield, including, for example, joint ventures or similar arrangements with third parties where Brookfield does not have complete control; (b) are separated from Brookfield pursuant to an information barrier; or (c) do not coordinate or consult with Brookfield with respect to investment decisions (together, “Non-Controlled Affiliates”). Such Non-Controlled Affiliates may have investment mandates that overlap with our investment mandate and conflicts may arise therefrom. For example, the possibility exists that such Non-Controlled Affiliates or investment vehicles managed by such Non-Controlled Affiliates could pursue investment opportunities which are suitable for us but which are not made available to us since such Non-Controlled Affiliates do not consult with and/or are not wholly controlled by Brookfield. Similarly, certain of Brookfield’s investment activities are managed independently of, and carried out without any reference to the management of our partnership. In certain instances, there are information barriers in place pursuant to which investment operations are managed independently of each other and information is not generally shared relating to such activities.
|
•
|
Arrangements with Brookfield.
Our relationship with Brookfield involves a number of arrangements pursuant to which Brookfield provides various services, including access to financing arrangements and acquisition opportunities. Certain of these arrangements were effectively determined by Brookfield in the context of the spin-off, and therefore may contain terms that are less favorable than those which otherwise might have been negotiated between unrelated parties. Circumstances may arise in which these arrangements will need to be amended or new arrangements will need to be entered into, and conflicts of interest between our partnership and Brookfield may arise in negotiating such new or amended arrangements. Furthermore, Brookfield is generally entitled to share in the returns generated by our operations, which could create an incentive for it to assume greater risks when making decisions than it otherwise would in the absence of such arrangements. In addition, our investment in Brookfield Accounts may provide Brookfield with certain ancillary benefits, such as satisfying Brookfield’s commitment to invest in such accounts (which Brookfield would otherwise need to satisfy from different sources) and assisting Brookfield in marketing the Brookfield Accounts.
|
•
|
Fees for Services.
We (or portfolio companies that we are directly or indirectly invested in) may be retained to perform certain services to Brookfield, Brookfield Accounts and/or companies and assets they are invested in that would otherwise be provided by third parties. To the extent we provide such services, we will generally be compensated (a) at rates for the relevant services that do not exceed the rates that Brookfield reasonably believes to be customarily charged (at such time) for similar services by (i) persons engaged in the same or substantially similar activities or (ii) Brookfield in its provision of the same or substantially similar services to one or more third parties (such rates, the “Customary Rates”); provided that, if Customary Rates are not able to be determined, such services may be provided at cost (including an allocable share of internal costs), (b) at such other rates for the relevant services approved by our General Partner’s independent directors. In determining Customary Rates, Brookfield will seek to determine what one or more comparable service providers who are engaged in the same or substantially similar activities as Brookfield charge in the ordinary course for similar services at the time of determination. While Brookfield will determine in good faith what rates it believes are customary for such services at such time, there will likely be variances in the marketplace based on an array of factors that affect service providers and the prices of their services, including loss leader pricing strategies or other marketing practices, integration efficiencies, geographic market differences and the quality of the services provided. Brookfield will make a good faith determination as to what it believes to be the Customary Rate at such time, and may base its determination on one or more factors, including market knowledge, prices charged by competitors, prices charged by Brookfield to one or more third parties, a third party valuation agent, commodity or other price forecasting, prices required in order to meet certain regulatory requirements or qualify for particular governmental programs or other subjective and objective metrics. However, there can be no assurances that the rates charged by us will not be less than those charged by certain similarly-situated service providers in any given circumstance. If the market rate for any service increases such that it is greater than the rate charged by us, then we may be obligated to continue to provide the applicable service at a below-market rate.
|
•
|
Brookfield Investments in Companies.
Brookfield (or Brookfield Accounts) will from time to time make equity or other investments in companies or businesses that provide services to or otherwise contract with us, Brookfield Accounts in which we are invested or our direct or indirect portfolio companies. In particular, Brookfield has in the past entered into, and expects to continue to enter into, relationships with companies in technology and other sectors and industries in which Brookfield has broad expertise and knowledge, whereby Brookfield acquires an equity or other interest in such companies that may, in turn, transact with us, Brookfield Accounts in which we are invested or our direct or indirect portfolio companies. For example, Brookfield (through an investment program referred to as Brookfield Ventures) invests in emerging technology companies that develop and offer technology products that are expected to be of relevance to us, Brookfield Accounts in which we are invested or our direct or indirect portfolio companies (as well as third-party companies). In connection with such relationships, Brookfield may, and often will, refer, introduce or otherwise facilitate transactions between such companies and us, Brookfield Accounts in which we are invested or our direct or indirect portfolio companies, which may, and often will, result in benefits to Brookfield, including via increased profitability of the relevant company, as well as financial incentives and/or milestones which benefit Brookfield (including through increased equity allotments), which may be significant. Such financial incentives that inure to or benefit Brookfield pose an incentive for Brookfield to cause us, Brookfield Accounts in which we are invested or our direct or indirect portfolio companies to enter into such transactions that may or may not have otherwise been entered into. Financial incentives derived from relationships with such companies will generally not be shared with us. Furthermore, such transactions are likely to contribute to the development of expertise, reputational benefits and/or the development of new products or services by Brookfield and/or the companies or businesses that Brookfield is invested in, which Brookfield will seek to capitalize on to generate additional benefits that are likely to inure solely to Brookfield and not to us. For the avoidance of doubt, any of the arrangements and/or benefits described in this paragraph will not require notice to, or the consent of, our unitholders or preferred unitholders.
|
•
|
Sharing of Services.
In certain circumstances, in order to create efficiencies and optimize performance, one or more of our investments, portfolio companies or assets may determine to share the operational, legal, financial, back-office or other resources of another of our investments, portfolio companies or assets, or of an investment, portfolio company or asset of Brookfield or a Brookfield Account. In connection therewith, the costs and expenses related to such services will be allocated among the relevant entities on a basis that Brookfield determines in good faith is fair and equitable.
|
•
|
Affiliated Transactions.
In the ordinary course of business, certain of our investments may receive services from, or participate in transactions or other arrangements with, portfolio companies invested in by Brookfield or Brookfield Accounts in which we are not invested. Such transactions and/or arrangements may not have been entered into but for the affiliation or relationship with Brookfield and, in certain cases, may replace transactions and/or arrangements with third parties. For example, one of our investee companies may be a tenant of or may contract to acquire power from a portfolio company of Brookfield or a Brookfield Account. These transactions and/or arrangements are expected to be entered into on an arm’s length basis at Customary Rates in accordance with our conflicts policy. In addition, certain such engagements may involve performance-based compensation (“Operating Performance Compensation”) payable to certain management members of the applicable operating affiliate providing the service. The cost of such Operating Performance Compensation and any other related fees and expenses in connection with services provided by the operating affiliate will be borne entirely by the company receiving the service (and indirectly by us based on our direct or indirect interest in such company). For the avoidance of doubt, Brookfield or the operating affiliate may subcontract with third parties for the provision of the services Brookfield or the operating affiliate was engaged to provide.
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•
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Information Sharing.
Because of the extensive scope of Brookfield’s activities, Brookfield often has or obtains information that can be utilized by Brookfield across multiple strategies. For example, information Brookfield has or acquires through its management of Brookfield Accounts or its own investing activities may be used by Brookfield to identify or evaluate potential investments for us. Conversely, information Brookfield has or acquires in connection with our activities may be used for the benefit of Brookfield or Brookfield Accounts (and, for the avoidance of doubt, Brookfield will have no duty (contractual, fiduciary or otherwise) to keep such information confidential from, or not to use such information in connection with the investment activities of, itself or Brookfield Accounts). Brookfield may trade, or may cause Brookfield Accounts to trade, on the basis of information it has or obtained through our investment and operations activities. In some cases, this trading may result in Brookfield or a Brookfield Account taking a position that is different from, and potentially adverse to, a position taken by our partnership, or may result in Brookfield or a Brookfield Account benefiting from our investment activities. Brookfield has implemented policies and procedures to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions with respect to communication and information sharing. Such policies and procedures may reduce synergies across Brookfield’s various activities, which could negatively affect Brookfield’s or our ability to pursue attractive investment opportunities that would otherwise be available to Brookfield or us if such policies and procedures were not implemented. From time to time, such policies and procedures may result in our partnership, Brookfield or Brookfield Accounts having reduced investment opportunities or investment flexibility, or may otherwise restrict us, Brookfield or Brookfield Accounts in their activities with respect to such information.
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•
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Material Non-Public Information; Trading Restrictions.
From time to time, our ability to buy or sell certain securities may be restricted by applicable securities laws, regulatory requirements, information held by Brookfield, contractual obligations applicable to Brookfield, and potential reputational risks relating to our partnership, Brookfield or Brookfield Accounts (including Brookfield’s internal policies designed to comply with these and similar requirements). Brookfield might not engage in transactions or other activities for, or enforce certain rights in favor of, our partnership due to Brookfield’s activities outside our partnership and regulatory requirements, policies, and reputational risk assessments.
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•
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Client and Other Relationships.
Brookfield is permitted to pursue other business activities (including through portfolio companies that it and Brookfield Accounts invest in) and provide services to third parties that compete directly with our business and activities without providing us with an opportunity to participate, which could result in the allocation of Brookfield’s resources, personnel and acquisition opportunities to others who compete with us. In addition, certain portfolio companies in which we, Brookfield and/or Brookfield Accounts are invested in may provide investment banking and other advisory services to third parties with respect to assets in which we may be invested or seeking to invest. The interests of such portfolio companies in such circumstances may conflict with (and potentially be adverse to) our interests, and we may compete with such portfolio companies (and their third party clients) in pursuing certain investments. Brookfield generally implements policies and procedures (including, for example, information barriers) to mitigate potential conflicts of interest and address certain regulatory requirements relating to these potential circumstances.
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•
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Limited Liability of Brookfield.
The liability of Brookfield and its directors is limited under our arrangements with them, and we have agreed to indemnify Brookfield and its directors against claims, liabilities, losses, damages, costs or expenses which they may face in connection with those arrangements, which may lead them to assume greater risks when making decisions than they otherwise would if such decisions were being made solely for their own account, or may give rise to legal claims for indemnification that are adverse to the interests of our unitholders and preferred unitholders.
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•
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Valuation of Our Investments.
Brookfield performs certain valuation services related to our securities and assets. Brookfield performs such services in accordance with its valuation policies. From time to time, Brookfield may value a similar or identical asset differently for our partnership than for itself or a Brookfield Account, including because our partnership, Brookfield and Brookfield Accounts are subject to different valuation guidelines pursuant to our and their respective governing agreements (e.g., in connection with differing applicable regulatory restrictions), different third-party vendors are hired to perform valuation functions for our partnership, Brookfield or the Brookfield Accounts, or otherwise. In addition, Brookfield faces a conflict with respect to valuations generally because of their effect on Brookfield’s fees and other compensation.
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•
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Brookfield Public Securities Group.
Brookfield is an active participant, as agent and principal, in the global fixed income, currency, commodity, equities and other markets. Certain of Brookfield’s investment activities are managed independently of, and carried out without any reference to, the management of our partnership. For example, Brookfield may invest, trade or make a market in the equity, debt or other interests of our portfolio companies without regard to the impact on us of such activities. In particular, Brookfield’s Public Securities Group (“PSG”), manages investment funds and accounts that invest in public debt and equity markets. There is currently an information barrier in place pursuant to which PSG manages its investment operations independently of other parts of Brookfield and does not generally share information relating to such activities. As a result, PSG will not share investment opportunities that may otherwise be suitable for our partnership with us, and our partnership will have no rights with respect to such opportunities. In addition, in certain circumstances, funds and/or accounts managed by PSG may hold an interest in one of our investments and, as a result of different investment objectives and views, PSG may manage such interests in a way that is different from us (including, for example, by investing in different portions of an issuer’s capital structure, short selling securities, voting securities in a different manner, and/or selling its interests at different times than us). As a result of the information sharing barrier, our investment team may not be aware of, and may not have the ability to manage, such conflicts. Brookfield may decide at any time, and without notice to our unitholders or preferred unitholders, to remove or modify such information barrier. In the event that the information barrier is removed or modified, Brookfield may be subject to certain protocols, obligations and restrictions in managing our partnership, including, for example, conflicts-management protocols, aggregated regulatory reporting obligations and certain potential investment-related restrictions.
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•
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Third-Party Service Providers.
Our service providers or service providers of our portfolio companies (including deal sourcers, consultants, lenders, brokers, accountants, attorneys and outside directors) may be (or their affiliates may be) unitholders or preferred unitholders and/or sources of investment opportunities and counterparties therein, or may otherwise participate in transactions or other arrangements with us and/or Brookfield or Brookfield Accounts. These factors may influence Brookfield in deciding whether to select such a service provider. Notwithstanding the foregoing, Brookfield will only select a service provider to the extent Brookfield determines that doing so is appropriate for us given all surrounding facts and circumstances and is consistent with Brookfield’s responsibilities under applicable law, provided that, for the avoidance of doubt, Brookfield often will not seek out the lowest-cost option when engaging such service providers as other factors or considerations typically prevail over cost.
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•
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Advisors.
Brookfield may engage or retain strategic advisors, senior advisors, operating partners, executive advisors, consultants and/or other professionals who are not employees or affiliates of Brookfield (which may include former Brookfield employees as well as current and former executive officers of Brookfield portfolio companies) and who are expected, from time to time, to receive payments from, or allocations or performance-based compensation with respect to, our portfolio companies (as well as from us, Brookfield or Brookfield Accounts in which we are invested). In such circumstances, such payments from, or allocations or performance-based compensation with respect to, our direct and indirect portfolio companies and/or our partnership or Brookfield Accounts in which we are invested may be treated as expenses of our partnership or such Brookfield Accounts. These strategic advisors, senior advisors, operating partners, executive advisors, consultants and/or other professionals (which may include certain former Brookfield employees) may be offered the ability to co-invest alongside our partnership, including in those investments in which they are involved (and for which they may be entitled to receive performance-based compensation, which will reduce our returns), or otherwise participate in equity plans for management of a portfolio company. In certain cases, these persons may have certain attributes of Brookfield “employees” (e.g., they may have dedicated offices at Brookfield and/or participate in certain benefit arrangements typically reserved for Brookfield employees) even though they are not considered Brookfield employees, affiliates or personnel. Brookfield expects, where applicable, to allocate the costs of such personnel to the applicable portfolio companies, to us and/or to Brookfield Accounts in which we are invested. Payments or allocations to Brookfield’s strategic advisors, senior advisors, operating partners, executive advisors, consultants and other similar professionals can be expected to increase the overall costs and expenses borne indirectly by unitholders. There can be no assurance that any of the strategic advisors, senior advisors, operating partners, executive advisors, consultants and/or other professionals will continue to serve in such roles and/or continue their arrangements with Brookfield and/or any portfolio companies or Brookfield Accounts.
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Diverse Interests.
The various types of investors in and beneficiaries of our partnership, including Brookfield, may have conflicting investment, tax and other interests with respect to their interests. When considering a potential investment for us, Brookfield will generally consider our investment objectives, not the investment objectives of any particular investor or beneficiary. Brookfield may make decisions, including with respect to tax or other reporting positions, from time to time that may be more beneficial to one type of investor or beneficiary than another, or to Brookfield than to investors or beneficiaries unaffiliated with Brookfield. Brookfield reserves the right on behalf of itself and its affiliates to take actions adverse to us or other Brookfield Accounts in these circumstances, including withholding amounts to pay actual or potential tax liabilities.
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•
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Reputational Considerations.
Given the nature of its broader platform, Brookfield has an interest in preserving its reputation, including with respect to certain of its affiliates, and in certain circumstances, such reputational considerations may conflict with our interests. Our General Partner or Brookfield may make decisions on our behalf for reputational reasons that may not be directly aligned with the interests of unitholders and preferred unitholders or consistent with the determination our General Partner or Brookfield otherwise would have made absent its interest in Brookfield’s broader reputation. For example, Brookfield may limit transactions and activities on our behalf for reputational or other reasons, including where Brookfield is providing (or may provide) advice or services to an entity involved in such activity or transaction, where a Brookfield Account is or may be engaged in the same or a related activity or transaction to that being considered on our behalf, where a Brookfield Account has an interest in an entity involved in such activity or transaction, or where such activity or transaction on behalf of or in respect of our partnership could affect our General Partner, Brookfield, Brookfield Accounts or their activities.
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Possible Future Activities.
Brookfield may expand the range of services that it provides over time. Except as provided herein, Brookfield will not be restricted in the scope of its business or in the performance of any services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein. Brookfield has, and will continue to develop, relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with companies that may hold or may have held investments similar to those intended to be made by us. These companies may themselves represent appropriate investment opportunities for us or may compete with us for investment opportunities.
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•
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enlarge the obligations of any limited partner without its consent, except that any amendment that would have a material adverse effect on the rights or preferences of any class of partnership interests in relation to other classes of partnership interests may be approved by at least a majority of the type or class of partnership interests so affected; or
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•
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enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by our partnership to our General Partner or any of its affiliates without the consent of our General Partner, which may be given or withheld in its sole discretion.
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•
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a change in the name of our partnership, the location of our partnership’s registered office, or our partnership’s registered agent;
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•
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the admission, substitution or withdrawal of partners in accordance with our Limited Partnership Agreement;
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•
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a change that our General Partner determines is necessary or appropriate for our partnership to qualify or to continue our partnership’s qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any jurisdiction or to ensure that our partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes;
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•
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an amendment that our General Partner determines to be necessary or appropriate to address certain changes in tax regulations, legislation or interpretation;
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•
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an amendment that is necessary, in the opinion of our counsel, to prevent our partnership or our General Partner or its directors, officers, agents or trustees, from having a material risk of being in any manner being subjected to the provisions of the Investment Company Act or similar legislation in other jurisdictions;
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•
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an amendment that our General Partner determines in its sole discretion to be necessary or appropriate for the creation, authorization or issuance of any class or series of partnership interests or options, rights, warrants or appreciation rights relating to partnership securities;
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•
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any amendment expressly permitted in our Limited Partnership Agreement to be made by our General Partner acting alone;
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•
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an amendment effected, necessitated or contemplated by an agreement of merger, consolidation or other combination agreement that has been approved under the terms of our Limited Partnership Agreement;
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•
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any amendment that in the sole discretion of our General Partner is necessary or appropriate to reflect and account for the formation by our partnership of, or its investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by our Limited Partnership Agreement;
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•
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a change in our partnership’s fiscal year and related changes; or
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•
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any other amendments substantially similar to any of the matters described directly above.
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•
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do not adversely affect our partnership’s limited partners considered as a whole (including any particular class of partnership interests as compared to other classes of partnership interests) in any material respect;
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•
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are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any governmental agency or judicial authority;
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•
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are necessary or appropriate to facilitate the trading of our units or preferred units or to comply with any rule, regulation, guideline or requirement of any securities exchange on which our units or preferred units are or will be listed for trading;
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•
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are necessary or appropriate for any action taken by our General Partner relating to splits or combinations of units or preferred units under the provisions of our Limited Partnership Agreement; or
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•
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are required to effect the intent expressed in the provisions of our Limited Partnership Agreement or are otherwise contemplated by our Limited Partnership Agreement.
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•
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executed our Limited Partnership Agreement and become bound by the terms thereof;
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•
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granted an irrevocable power of attorney to our General Partner and any officer thereof to act as such partner’s agent and attorney-in-fact to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices all (i) all agreements, certificates, documents and other instruments relating to the existence or qualification of our partnership as an exempted limited partnership (or a partnership in which the limited partners have limited liability) in Bermuda and in all jurisdictions in which our partnership may conduct activities and affairs or own property; any amendment, change, modification or restatement of our Limited Partnership Agreement, subject to the requirements of our Limited Partnership Agreement; the dissolution and liquidation of our partnership; the admission, withdrawal or removal of any partner of our partnership or any capital contribution of any partner of our partnership; the determination of the rights, preferences and privileges of any class or series of units or other partnership interests of our partnership, and to a merger or consolidation of our partnership; and (ii) subject to the requirements of our Limited Partnership Agreement, all ballots, consents, approvals, waivers, certificates, documents and other instruments necessary or appropriate, in the sole discretion of our General Partner or the liquidator of our partnership, to make, evidence, give, confirm or ratify any voting consent, approval, agreement or other action that is made or given by our partnership’s partners or is consistent with the terms of our Limited Partnership Agreement or to effectuate the terms or intent of our Limited Partnership Agreement;
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•
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made the consents and waivers contained in our Limited Partnership Agreement, including with respect to the approval of the transactions and agreements entered into in connection with our formation and the spin-off; and
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•
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ratified and confirmed all contracts, agreements, assignments and instruments entered into on behalf of our partnership in accordance with our Limited Partnership Agreement.
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•
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first, 100% of any available cash to our partnership until our partnership has been distributed an amount equal to our partnership’s expenses and outlays for the quarter properly incurred;
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•
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second, 100% to the owners of the Holding LP’s preferred units, in proportion to their respective relative percentage of Holding LP preferred units held (determined by reference to the aggregate value of the issue price of the Holding LP preferred units held by each holder relative to the aggregate value of the issue price of all Holding LP preferred units then outstanding) until there has been distributed to such holder an amount equal to all preferential distributions to which the holder are entitled under the terms of the Holding LP preferred units then outstanding and any outstanding accrued and unpaid preferential distributions from prior periods;
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•
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third, 100% of any available cash then remaining to the owners of the Holding LP’s partnership interests, other than holders of Holding LP preferred units, pro rata to their percentage interests, until each holder of a partnership unit of the Holding LP, other than a holder of a Holding LP preferred unit, has received distributions during such quarter in an amount equal to $0.203, referred to as the First Distribution Threshold;
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•
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fourth, 85% of any available cash then remaining to the owners of the Holding LP’s partnership interests, other than holders of Holding LP preferred units, pro rata to their percentage interests, and 15% to the holder of Special General Partner Units, until each holder of a partnership unit of the Holding LP, other than a holder of a Holding LP preferred unit, has received distributions during such quarter in an amount equal to $0.22, referred to as the Second Distribution Threshold; and
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•
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thereafter, 75% of any available cash then remaining to the owners of the Holding LP’s partnership interests, other than holders of Holding LP preferred units, pro rata to their percentage interests, and 25% to the holder of Special General Partner Units.
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Quarterly
|
|
Annually
|
||||||||
Incentive Distribution Calculation
|
|
Units (m)
|
|
Per Unit ($)
|
|
Total ($m)
|
|
Per Unit ($)
|
|
Total ($m)
|
||||
Illustrative distribution
|
|
|
|
$0.5025
|
|
|
|
$2.010
|
|
|
||||
First distribution threshold
|
|
|
|
$0.203
|
|
|
|
$0.812
|
|
|
||||
Total units of Holding LP
|
|
395
|
|
|
|
|
|
|
|
|
||||
Total first distribution
|
|
|
|
|
|
$
|
80
|
|
|
|
|
$
|
320
|
|
Distribution in excess of first distribution threshold
|
|
|
|
$0.017
|
|
|
|
$0.068
|
|
|
||||
Total units of Holding LP
|
|
395
|
|
|
|
|
|
|
|
|
||||
Second distribution to partners
|
|
|
|
|
|
$
|
7
|
|
|
|
|
$
|
27
|
|
15% incentive distribution to the holder of Special General Partner Units
|
|
|
|
|
|
$
|
1
|
|
|
|
|
$
|
5
|
|
Total second distribution
|
|
|
|
|
|
$
|
8
|
|
|
|
|
$
|
32
|
|
Distribution in excess of second distribution threshold
|
|
|
|
$0.2825
|
|
|
|
$1.130
|
|
|
||||
Total units Holding LP
|
|
395
|
|
|
|
|
|
|
|
|
||||
Third distribution to partners
|
|
|
|
|
|
$
|
112
|
|
|
|
|
$
|
446
|
|
25% incentive distribution to the holder of Special General Partner Units
|
|
|
|
|
|
$
|
37
|
|
|
|
|
$
|
149
|
|
Total third distribution
|
|
|
|
|
|
$
|
149
|
|
|
|
|
$
|
595
|
|
Total distributions to partners (including incentive distributions)
|
|
|
|
|
|
$
|
237
|
|
|
|
|
$
|
947
|
|
Total incentive distributions to the holder of Special General Partner Units
|
|
|
|
|
|
$
|
38
|
|
|
|
|
$
|
154
|
|
|
|
For the year ended December 31,
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Incentive Distributions
|
|
$
|
136
|
|
|
$
|
113
|
|
|
$
|
80
|
|
•
|
first, 100% to our partnership until our partnership has received an amount equal to the excess of (i) the amount of our partnership’s outlays and expenses incurred during the term of the Holding LP, over (ii) the aggregate amount of distributions received by our partnership pursuant to the first tier of the Regular Distribution Waterfall during the term of the Holding LP;
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•
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second, 100% to the preferred unitholders pro rata in proportion to their respective relative percentage of Holding LP preferred units held (determined by reference to the aggregate value of the issue price of the Holding LP preferred units held by each preferred unitholder relative to the aggregate value of the issue price of all Holding LP preferred units then outstanding) until there has been distributed in respect of each Holding LP preferred unit outstanding an amount equal to any preferential distributions to which the preferred unitholders are entitled in the event of dissolution, liquidation, or winding-up of Holding LP under the terms of the Holding LP preferred units then outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods);
|
•
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third, if there are Holding LP preferred units outstanding, an amount equal to the amount of cash or property held by the Holding LP at such time, that is attributable to a realization event occurring prior to the date of a dissolution event and that has been deemed by our partnership as capital surplus shall be distributed as though such amount has been deemed by our partnership to be (i) attributable to sales or other dispositions of the Holding LP’s assets and (ii) representative of unrecovered capital;
|
•
|
fourth, 100% to the owners of the Holding LP’s partnership interests, other than holders of Holding LP preferred units, in proportion to their respective amounts of unrecovered capital in the Holding LP;
|
•
|
fifth, 100% to the owners of the Holding LP’s partnership interests, other than holders of Holding LP preferred units, pro rata to their percentage interests, until each holder of a Holding LP partnership unit, other than a Holding LP preferred unit, has received an amount equal to the excess of (i) the First Distribution Threshold for each quarter during the term of the Holding LP (subject to adjustment upon the subsequent issuance of additional partnership interests in the Holding LP), over (ii) the aggregate amount of distributions made in respect of the Holding LP’s partnership units, other than Holding LP preferred units, pursuant to the third tier of the Regular Distribution Waterfall during the term of the Holding LP (subject to adjustment upon the subsequent issuance of additional partnership interests in the Holding LP);
|
•
|
sixth, 85% to the owners of the Holding LP’s partnership interests, other than holders of Holding LP preferred units, pro rata to their percentage interests, and 15% to the holder of Special General Partner Units, until each holder of a partnership unit of the Holding LP, other than Holding LP preferred units, has received an amount equal to the excess of (i) the Second Distribution Threshold less the First Distribution Threshold for each quarter during the term of the Holding LP (subject to adjustment upon the subsequent issuance of additional partnership interests in the Holding LP), over (ii) the aggregate amount of distributions made in respect of the partnership units of the Holding LP pursuant to the fourth tier of the Regular Distribution Waterfall during the term of the Holding LP (subject to adjustment upon the subsequent issuance of additional partnership interests in the Holding LP); and
|
•
|
thereafter, 75% to the owners of the Holding LP’s partnership interests, other than holders of Holding LP preferred units, pro rata to their percentage interests, and 25% to the holder of Special General Partner Units.
|
•
|
enlarge the obligations of any limited partner of the Holding LP without its consent, except that any amendment that would have a material adverse effect on the rights or preferences of any class of partnership interests in relation to other classes of partnership interests may be approved by at least a majority of the type or class of partnership interests so affected; or
|
•
|
enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Holding LP to any general partner of the Holding LP or any of its affiliates without the consent of such general partner which may be given or withheld in its sole discretion.
|
•
|
a change in the name of our partnership, the location of our partnership’s registered office or our partnership’s registered agent;
|
•
|
the admission, substitution, withdrawal or removal of partners in accordance with the limited partnership agreement;
|
•
|
a change that the managing general partner determines is necessary or appropriate for our partnership to qualify or to continue its qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any jurisdiction or to ensure that the Holding LP will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes;
|
•
|
an amendment that the managing general partner determines to be necessary or appropriate to address certain changes in tax regulations, legislation or interpretation;
|
•
|
an amendment that is necessary, in the opinion of counsel, to prevent the Holding LP or the managing general partner or its directors, officers, agents or trustees, from having a material risk of being in any manner subjected to the provisions of the Investment Company Act or similar legislation in other jurisdictions;
|
•
|
an amendment that the managing general partner determines in its sole discretion to be necessary or appropriate for the creation, authorization or issuance of any class or series of partnership interests or options, rights, warrants or appreciation rights relating to partnership securities;
|
•
|
any amendment expressly permitted in the Holding LP’s limited partnership agreement to be made by the managing general partner acting alone;
|
•
|
an amendment effected, necessitated or contemplated by an agreement of merger, consolidation or other combination agreement that has been approved under the terms of the Holding LP’s limited partnership agreement;
|
•
|
any amendment that in the sole discretion of the managing general partner is necessary or appropriate to reflect and account for the formation by our partnership of, or its investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by the Holding LP’s limited partnership agreement;
|
•
|
a change in its fiscal year and related changes;
|
•
|
any amendment concerning the computation or allocation of specific items of income, gain, expense or loss among the partners that, in the sole discretion of the managing general partner, is necessary or appropriate to (i) comply with the requirements of applicable law, (ii) reflect the partners’ interests in the Holding LP, or (iii) consistently reflect the distributions made by the Holding LP to the partners pursuant to the terms of the limited partnership agreement of the Holding LP;
|
•
|
any amendment that in the sole discretion of the managing general partner, is necessary or appropriate to address any statute, rule, regulation, notice or announcement that affects or could affect the U.S. federal tax treatment of any allocation or distribution related to any interest of the managing general partner in the profits of Holding LP; and
|
•
|
any other amendments substantially similar to any of the matters described directly above.
|
•
|
do not adversely affect the Holding LP’s limited partners or the special general partner considered as a whole (including any particular class of partnership interests as compared to other classes of partnership interests) in any material respect;
|
•
|
are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any governmental agency or judicial authority;
|
•
|
are necessary or appropriate to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading;
|
•
|
are necessary or appropriate for any action taken by the managing general partner relating to splits or combinations of units under the provisions of the Holding LP’s limited partnership agreement; or
|
•
|
are required to effect the intent expressed in the provisions of the Holding LP’s limited partnership agreement or are otherwise contemplated by the Holding LP’s limited partnership agreement.
|
1.
|
Amended and Restated Master Services Agreement by and among the Service Recipients, Brookfield Asset Management Inc., the Service Provider and others described under Item 6.A. “Directors and Senior Management—Our Master Services Agreement”;
|
2.
|
Amended and Restated Limited Partnership Agreement of our partnership, as amended from time to time, described under Item 10.B. “Description of our Units, Preferred Units and our Limited Partnership Agreement”;
|
3.
|
Amended and Restated Limited Partnership Agreement of the Holding LP, as amended from time to time, described under Item 10.B. “Description of the Holding LP’s Limited Partnership Agreement”;
|
4.
|
Amended and Restated Relationship Agreement by and among our partnership, the Holding LP, the Holding Entities, the Service Provider and Brookfield Asset Management Inc., described under Item 7.B. “Related Party Transactions—Relationship Agreement”;
|
5.
|
Registration Rights Agreement, dated December 4, 2007, between Brookfield Infrastructure Partners L.P. and Brookfield Asset Management Inc., described under Item 7.B “Related Party Transactions—Registration Rights Agreement”;
|
6.
|
Indenture by and among Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and Computershare Trust Company of Canada, described in Note
20
, “Subsidiary Public Issuers” in our financial statements included in this annual report on Form 20-F;
|
7.
|
Second Supplemental Indenture dated March 11, 2015 between Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and Computershare Trust Company of Canada, described in Note
20
, “Subsidiary Public Issuers” in our financial statements included in this annual report on Form 20-F;
|
8.
|
Guarantee dated March 11, 2015 by Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc. and Brookfield Infrastructure US Holdings I Corporation in favor of Computershare Trust Company of Canada, described in Note
20
, “Subsidiary Public Issuers” in our financial statements included in this annual report on Form 20-F;
|
9.
|
Third Supplemental Indenture dated October 30, 2015 between Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and Computershare Trust Company of Canada, described in Note
20
, “Subsidiary Public Issuers” in our financial statements included in this annual report on Form 20-F;
|
10.
|
Guarantee dated October 30, 2015 by Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc. and Brookfield Infrastructure US Holdings I Corporation in favor of Computershare Trust Company of Canada, described in Note
20
, “Subsidiary Public Issuers” in our financial statements included in this annual report on Form 20-F;
|
11.
|
Fifth Supplemental Indenture dated February 22, 2017 between Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and Computershare Trust Company of Canada, described in Note
20
, “Subsidiary Public Issuers” in our financial statements included in this annual report on Form 20-F;
|
12.
|
Guarantee dated February 22, 2017 by Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc. and Brookfield Infrastructure US Holdings I Corporation in favor of Computershare Trust Company of Canada, described in Note
20
, “Subsidiary Public Issuers” in our financial statements included in this annual report on Form 20-F;
|
13.
|
Sixth Supplemental Indenture dated September 10, 2018 between Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and Computershare Trust Company of Canada, described in Note
20
, “Subsidiary Public Issuers” in our financial statements included in this annual report on Form 20-F;
|
14.
|
Guarantee dated September 10, 2018 by Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc. and Brookfield Infrastructure US Holdings I Corporation in favor of Computershare Trust Company of Canada, described in Note
20
, “Subsidiary Public Issuers” in our financial statements included in this annual report on Form 20-F;
|
15.
|
Support Agreement, dated October 15, 2018, between Brookfield Infrastructure Partners L.P. and Brookfield Infrastructure Partners Exchange LP described under “Additional Information - Memorandum and Articles of Association - Description of Our Units, Preferred Units and Our Limited Partnership Agreement”; and
|
16.
|
Guarantee indenture dated February 5, 2019 among Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation, BIP Investment Corporation and Computershare Trust Company of Canada, described in Note 20, “Subsidiary Public Issuers” in our financial statements included in this annual report on Form 20-F
.
|
(i)
|
the name, address and taxpayer identification number of the beneficial owner and the nominee;
|
(ii)
|
whether the beneficial owner is (a) a person that is not a U.S. person, (b) a foreign government, an international organization, or any wholly-owned agency or instrumentality of either of the foregoing, or (c) a tax-exempt entity;
|
(iii)
|
the amount and description of units held, acquired, or transferred for the beneficial owner; and
|
(iv)
|
specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales.
|
•
|
it satisfies the definition of “corporate limited partnership”; and
|
•
|
it is not either a “venture capital limited partnership”, an “early stage venture capital limited partnership”, an “Australian venture capital fund of funds” or a “venture capital management partnership”; and
|
•
|
it is not a “foreign hybrid limited partnership”.
|
a.
|
an association of persons (other than a company) carrying on business as partners or in receipt of ordinary income or statutory income jointly, where the liability of at least one of those persons is limited; or
|
b.
|
an association of persons (other than one referred to in paragraph (a)) with legal personality separate from those persons that was formed solely for the purpose of becoming a “venture capital limited partnership” (“VCLP”), an “early stage venture capital limited partnership” (“ESVCLP”), an “Australian venture capital fund of funds” (“AFOF”) or a “venture capital management partnership” (“VCMP”) and to carry on activities that are carried on by a body of that kind.
|
(a)
|
the partnership was established by or under a law in force in, or in any part of:
|
I.
|
Australia; or
|
II.
|
foreign country in respect of which a double tax agreement (as defined in Part X of the ITAA 1936) is in force; and
|
(b)
|
all of the partners who are general partners are residents of a country referred to in paragraph (a).
|
a.
|
it was formed in a foreign country (i.e. other than Australia); and
|
b.
|
foreign income tax is imposed under the law of the foreign country on the partners, not the limited partnership, in respect of the income or profits of the partnership for the income year; and
|
c.
|
at no time during the income year is the limited partnership, for the purposes of a law of any foreign country that imposes foreign income tax on entities because they are residents of the foreign country, a resident of that country; and
|
d.
|
disregarding subsection 94D(5) of the ITAA 1936, at no time during the income year is it an Australian resident; and
|
e.
|
disregarding that subsection, in relation to the same income year of another taxpayer:
|
I.
|
the limited partnership is a Controlled Foreign Company at the end of a statutory accounting period that ends in the income year; and
|
II.
|
at the end of the statutory accounting period, the taxpayer is an attributable taxpayer in relation to the Controlled Foreign Company with an attribution percentage greater than nil.
|
|
|
For the year ended December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
FEES
|
|
USD (‘000)
|
|
%
|
|
USD (‘000)
|
|
%
|
||||||
Audit fees
(1)
|
|
$
|
6,970
|
|
|
91
|
%
|
|
$
|
7,438
|
|
|
93
|
%
|
Audit-related fees
(2)
|
|
526
|
|
|
7
|
%
|
|
442
|
|
|
6
|
%
|
||
All other fees
(3)
|
|
165
|
|
|
2
|
%
|
|
13
|
|
|
1
|
%
|
||
Total
|
|
$
|
7,661
|
|
|
100
|
%
|
|
$
|
7,893
|
|
|
100
|
%
|
|
(1)
|
Audit fees relate to annual fees for the audits and interim reviews of our partnership and the Holding LP, including its subsidiaries, associates, and joint ventures.
|
(2)
|
Audit-related fees relate primarily to services pertaining to the filing of our partnership’s short form base shelf prospectuses and other securities-related matters.
|
(3)
|
Other relates to certain permissible operational and pre-acquisition consulting and advisory services, and includes a nominal amount associated with income tax related activities performed for subsidiaries of our partnership.
|
Period
|
|
Total Number of Units Purchased
|
|
Average Price Paid per Unit
|
|
Total Number of Units Purchased as Part of Our Normal Course Issuer Bid
(1)
|
|
Maximum Number of Units that May Yet Be Purchased under Our Normal Course Issuer Bid
(1)
|
|||||
December 2018
|
|
862,780
|
|
|
$
|
34.43
|
|
|
862,780
|
|
|
12,981,148
|
|
|
(1)
|
Our normal course issuer bid currently in effect was announced on November 7, 2018, and authorizes us to purchase up to
13,843,928
of our units, commencing on
November 12, 2018
and expiring on
November 11, 2019
, or earlier should we complete our repurchases prior to that date.
|
Number
|
|
Description
|
|
|
|
1.1
|
|
|
1.2
|
|
|
1.3
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
|
4.15
|
|
|
4.16
|
|
|
8.1
|
|
|
12.1
|
|
|
12.2
|
|
|
13.1
|
|
|
13.2
|
|
|
15.1
|
|
|
|
SIGNATURE
|
Dated: February 28, 2019
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. by its
general partner, Brookfield Infrastructure Partners Limited
|
||
|
|
|
|
|
|
|
By:
|
/s/ WILLIAM COX
|
|
|
|
|
Name:
|
William Cox
|
|
|
|
Title:
|
Director
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
|
INDEX TO FINANCIAL STATEMENTS
|
|
|
Page
|
Audited Financial Statements of Brookfield Infrastructure Partners L.P. as of December 31, 2018
|
|
|
and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
F-
5
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
US$ MILLIONS
|
|
Notes
|
|
As of
December 31, 2018 |
|
As of
December 31, 2017 |
||||
Assets
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
7, 8
|
|
$
|
540
|
|
|
$
|
374
|
|
Financial assets
|
|
7, 9
|
|
424
|
|
|
192
|
|
||
Accounts receivable and other
|
|
7, 10
|
|
1,171
|
|
|
838
|
|
||
Inventory
|
|
11
|
|
141
|
|
|
108
|
|
||
Current assets
|
|
|
|
2,276
|
|
|
1,512
|
|
||
Property, plant and equipment
|
|
13
|
|
12,814
|
|
|
9,937
|
|
||
Intangible assets
|
|
14
|
|
11,635
|
|
|
9,894
|
|
||
Investments in associates and joint ventures
|
|
12
|
|
4,591
|
|
|
5,572
|
|
||
Investment properties
|
|
16
|
|
190
|
|
|
192
|
|
||
Goodwill
|
|
15
|
|
3,859
|
|
|
1,301
|
|
||
Financial assets
|
|
7, 9
|
|
921
|
|
|
730
|
|
||
Other assets
|
|
10
|
|
219
|
|
|
273
|
|
||
Deferred income tax asset
|
|
25
|
|
75
|
|
|
66
|
|
||
Total assets
|
|
|
|
$
|
36,580
|
|
|
$
|
29,477
|
|
Liabilities and Partnership Capital
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||
Accounts payable and other
|
|
7, 17
|
|
1,308
|
|
|
864
|
|
||
Corporate borrowings
|
7, 19, 20
|
—
|
|
|
99
|
|
||||
Non-recourse borrowings
|
|
7, 19
|
|
985
|
|
|
364
|
|
||
Financial liabilities
|
|
7, 18
|
|
124
|
|
|
237
|
|
||
Current liabilities
|
|
|
|
2,417
|
|
|
1,564
|
|
||
Corporate borrowings
|
7, 19, 20
|
1,993
|
|
|
2,002
|
|
||||
Non-recourse borrowings
|
|
7, 19
|
|
12,128
|
|
|
7,699
|
|
||
Financial liabilities
|
|
7, 18
|
|
1,156
|
|
|
1,076
|
|
||
Other liabilities
|
|
17
|
|
777
|
|
|
793
|
|
||
Deferred income tax liability
|
|
25
|
|
3,421
|
|
|
2,849
|
|
||
Preferred shares
|
|
7, 21
|
|
20
|
|
|
20
|
|
||
Total liabilities
|
|
|
|
21,912
|
|
|
16,003
|
|
||
Partnership capital
|
|
|
|
|
|
|
||||
Limited partners
|
|
|
|
4,513
|
|
|
4,967
|
|
||
General partner
|
|
|
|
22
|
|
|
25
|
|
||
Non-controlling interest attributable to:
|
|
|
|
|
|
|
||||
Redeemable Partnership Units held by Brookfield
|
|
|
|
1,823
|
|
|
2,012
|
|
||
Exchange LP Units
|
|
26
|
|
71
|
|
|
—
|
|
||
Interest of others in operating subsidiaries
|
|
|
|
7,303
|
|
|
5,875
|
|
||
Preferred unitholders
|
|
|
|
936
|
|
|
595
|
|
||
Total partnership capital
|
|
|
|
14,668
|
|
|
13,474
|
|
||
Total liabilities and partnership capital
|
|
|
|
$
|
36,580
|
|
|
$
|
29,477
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
CONSOLIDATED STATEMENTS OF OPERATING RESULTS
|
|
|
|
|
For the year ended
December 31, |
||||||||||
US$ MILLIONS (except per unit information)
|
|
Notes
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
4
|
|
$
|
4,652
|
|
|
$
|
3,535
|
|
|
$
|
2,115
|
|
Direct operating costs
|
|
|
|
(2,208
|
)
|
|
(1,509
|
)
|
|
(1,063
|
)
|
|||
General and administrative expenses
|
|
|
|
(223
|
)
|
|
(239
|
)
|
|
(166
|
)
|
|||
Depreciation and amortization expense
|
13, 14
|
(801
|
)
|
|
(671
|
)
|
|
(447
|
)
|
|||||
|
|
|
|
1,420
|
|
|
1,116
|
|
|
439
|
|
|||
Interest expense
|
|
22
|
|
(555
|
)
|
|
(428
|
)
|
|
(392
|
)
|
|||
Share of (losses) earnings from investments in associates and joint ventures
|
|
12
|
|
(13
|
)
|
|
118
|
|
|
248
|
|
|||
Mark-to-market on hedging items
|
|
7
|
|
137
|
|
|
(66
|
)
|
|
74
|
|
|||
Gain on sale of associate
|
|
5
|
|
338
|
|
|
—
|
|
|
—
|
|
|||
Other (expense) income
|
|
|
|
(157
|
)
|
|
7
|
|
|
174
|
|
|||
Income before income tax
|
|
|
|
1,170
|
|
|
747
|
|
|
543
|
|
|||
Income tax (expense) recovery
|
|
|
|
|
|
|
|
|
||||||
Current
|
|
25
|
|
(318
|
)
|
|
(106
|
)
|
|
(33
|
)
|
|||
Deferred
|
|
25
|
|
(46
|
)
|
|
(67
|
)
|
|
18
|
|
|||
Net income
|
|
|
|
$
|
806
|
|
|
$
|
574
|
|
|
$
|
528
|
|
|
|
|
|
|
|
|
|
|
||||||
Attributable to:
|
|
|
|
|
|
|
|
|
||||||
Limited partners
|
|
|
|
$
|
192
|
|
|
$
|
11
|
|
|
$
|
285
|
|
General partner
|
|
|
|
137
|
|
|
113
|
|
|
84
|
|
|||
Non-controlling interest attributable to:
|
|
|
|
|
|
|
|
|
||||||
Redeemable Partnership Units held by Brookfield
|
|
|
|
81
|
|
|
1
|
|
|
118
|
|
|||
Exchange LP Units
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest of others in operating subsidiaries
|
|
|
|
396
|
|
|
449
|
|
|
41
|
|
|||
Basic and diluted earnings (loss) per unit attributable to:
|
|
|
|
|
|
|
|
|
||||||
Limited partners
|
|
26
|
|
$
|
0.59
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.13
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
|
|
|
|
|
For the year ended
December 31,
|
||||||||||
US$ MILLIONS
|
|
Notes
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
|
|
$
|
806
|
|
|
$
|
574
|
|
|
$
|
528
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||
Items that will not be reclassified subsequently to profit or loss:
|
|
|
|
|
|
|
|
|
||||||
Revaluation of property, plant and equipment
|
|
13
|
|
462
|
|
|
418
|
|
|
335
|
|
|||
Marketable securities
|
|
7
|
|
(47
|
)
|
|
5
|
|
|
9
|
|
|||
Unrealized actuarial gains (losses)
|
|
|
|
28
|
|
|
8
|
|
|
(49
|
)
|
|||
Taxes on the above items
|
|
25
|
|
(100
|
)
|
|
(206
|
)
|
|
(83
|
)
|
|||
Share of income from investments in associates and joint ventures
|
|
12
|
|
117
|
|
|
259
|
|
|
199
|
|
|||
|
|
|
|
460
|
|
|
484
|
|
|
411
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Items that may be reclassified subsequently to profit or loss:
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation
|
|
|
|
(1,577
|
)
|
|
38
|
|
|
(37
|
)
|
|||
Cash flow hedge
|
|
7
|
|
(71
|
)
|
|
137
|
|
|
(1
|
)
|
|||
Net investment hedge
|
|
7
|
|
97
|
|
|
(266
|
)
|
|
169
|
|
|||
Taxes on the above items
|
|
25
|
|
3
|
|
|
6
|
|
|
8
|
|
|||
Share of income (losses) from investments in associates and joint ventures
|
|
12
|
|
143
|
|
|
(76
|
)
|
|
26
|
|
|||
|
|
|
|
(1,405
|
)
|
|
(161
|
)
|
|
165
|
|
|||
Total other comprehensive (loss) income
|
|
|
|
(945
|
)
|
|
323
|
|
|
576
|
|
|||
Comprehensive (loss) income
|
|
|
|
$
|
(139
|
)
|
|
$
|
897
|
|
|
$
|
1,104
|
|
|
|
|
|
|
|
|
|
|
||||||
Attributable to:
|
|
|
|
|
|
|
|
|
||||||
Limited partners
|
|
27
|
|
$
|
(13
|
)
|
|
$
|
139
|
|
|
$
|
643
|
|
General partner
|
|
27
|
|
137
|
|
|
112
|
|
|
88
|
|
|||
Non-controlling interest attributable to:
|
|
|
|
|
|
|
|
|
||||||
Redeemable Partnership Units held by Brookfield
|
|
27
|
|
(6
|
)
|
|
57
|
|
|
265
|
|
|||
Exchange LP Units
|
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Interest of others in operating subsidiaries
|
|
|
|
(261
|
)
|
|
589
|
|
|
108
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
CONSOLIDATED STATEMENTS OF PARTNERSHIP CAPITAL
|
|
Limited Partners
|
|
General Partner
|
|
Non-Controlling Interest—Redeemable
Partnership Units held by Brookfield
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
US$ MILLIONS
|
Limited partners’ capital
|
|
(Deficit) Retained earnings
|
|
Ownership Changes
|
|
Accumulated other comprehensive income
(1)
|
|
Limited partners
|
|
General partner capital
|
|
Retained earnings
|
|
Accumulated other comprehensive income
(1)
|
|
General partner
|
|
Redeemable units held by Brookfield
|
|
(Deficit) Retained earnings
|
|
Ownership Changes
|
|
Accumulated other comprehensive income
(1)
|
|
Non-Controlling Interest— Redeemable Partnership Units held by Brookfield
|
Non-controlling interest - Exchange LP Units
|
|
Non-controlling interest— in operating subsidiaries
|
|
Preferred Unitholders Capital
|
|
Total partners’ capital
|
|||||||||||||||||||||||||||||||||||||
Balance as at December 31, 2017
|
4,907
|
|
|
(953
|
)
|
|
149
|
|
|
864
|
|
|
4,967
|
|
|
19
|
|
|
—
|
|
|
6
|
|
|
25
|
|
|
2,078
|
|
|
(413
|
)
|
|
(40
|
)
|
|
387
|
|
|
2,012
|
|
|
—
|
|
|
5,875
|
|
|
595
|
|
|
13,474
|
|
||||||||||||||||||
Changes in accounting policies
(2)
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
16
|
|
||||||||||||||||||
Balance as at January 1, 2018
|
4,907
|
|
|
(949
|
)
|
|
149
|
|
|
864
|
|
|
4,971
|
|
|
19
|
|
|
—
|
|
|
6
|
|
|
25
|
|
|
2,078
|
|
|
(411
|
)
|
|
(40
|
)
|
|
387
|
|
|
2,014
|
|
|
—
|
|
|
5,885
|
|
|
595
|
|
|
13,490
|
|
||||||||||||||||||
Net income
|
—
|
|
|
192
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
396
|
|
|
—
|
|
|
806
|
|
||||||||||||||||||
Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(205
|
)
|
|
(205
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
(87
|
)
|
|
4
|
|
|
(657
|
)
|
|
—
|
|
|
(945
|
)
|
||||||||||||||||||
Comprehensive income (loss)
|
—
|
|
|
192
|
|
|
—
|
|
|
(205
|
)
|
|
(13
|
)
|
|
—
|
|
|
137
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
(87
|
)
|
|
(6
|
)
|
|
4
|
|
|
(261
|
)
|
|
—
|
|
|
(139
|
)
|
||||||||||||||||||
Unit issuance (note 26)
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
342
|
|
|
588
|
|
||||||||||||||||||
Unit repurchases (note 26)
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(31
|
)
|
||||||||||||||||||
Partnership distributions (note 28)
|
—
|
|
|
(520
|
)
|
|
—
|
|
|
—
|
|
|
(520
|
)
|
|
—
|
|
|
(140
|
)
|
|
—
|
|
|
(140
|
)
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(878
|
)
|
||||||||||||||||||
Partnership preferred distributions (note 28)
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||||||||||||||||
Acquisition of subsidiaries (note 6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,232
|
|
|
—
|
|
|
3,232
|
|
||||||||||||||||||
Subsidiary distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(676
|
)
|
|
—
|
|
|
(676
|
)
|
||||||||||||||||||
Capital provided to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(877
|
)
|
|
—
|
|
|
(877
|
)
|
||||||||||||||||||
Other items (note 27)
|
20
|
|
|
450
|
|
|
100
|
|
|
(450
|
)
|
|
120
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
188
|
|
|
43
|
|
|
(188
|
)
|
|
43
|
|
|
(163
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||||||||
Balance as at December 31, 2018
|
$
|
4,911
|
|
|
$
|
(856
|
)
|
|
$
|
249
|
|
|
$
|
209
|
|
|
$
|
4,513
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
22
|
|
|
$
|
2,078
|
|
|
$
|
(370
|
)
|
|
$
|
3
|
|
|
$
|
112
|
|
|
$
|
1,823
|
|
|
$
|
71
|
|
|
$
|
7,303
|
|
|
$
|
936
|
|
|
$
|
14,668
|
|
|
(1)
|
Refer to Note
27
, Accumulated Other Comprehensive Income (Loss) for an analysis of accumulated other comprehensive income (loss) by item.
|
(2)
|
Refer to Note
3
Significant Accounting Policies.
|
|
Limited Partners
|
|
General Partner
|
|
Non-Controlling Interest—Redeemable
Partnership Units held by Brookfield
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
US$ MILLIONS
|
Limited
partners’
capital
|
|
(Deficit)
Retained
earnings
|
|
Ownership
Changes
|
|
Accumulated
other
comprehensive
income
(1)
|
|
Limited
partners
|
|
General
partner
capital
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
income
(1)
|
|
General
partner
|
|
Redeemable
units held by Brookfield
|
|
(Deficit)
Retained
earnings
|
|
Ownership
Changes
|
|
Accumulated
other
comprehensive
income
(1)
|
|
Non-Controlling Interest—Redeemable Partnership Units held by Brookfield
|
Non-controlling interest—in operating subsidiaries
|
|
Preferred Unitholders Capital
|
|
Total partners’ capital
|
|||||||||||||||||||||||||||||||||||
Balance as at January 1, 2017
|
$
|
4,215
|
|
|
$
|
(483
|
)
|
|
$
|
143
|
|
|
$
|
736
|
|
|
$
|
4,611
|
|
|
$
|
19
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
27
|
|
|
$
|
1,778
|
|
|
$
|
(215
|
)
|
|
$
|
(34
|
)
|
|
$
|
331
|
|
|
$
|
1,860
|
|
|
$
|
2,771
|
|
|
$
|
375
|
|
|
$
|
9,644
|
|
Net income
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
449
|
|
|
—
|
|
|
574
|
|
|||||||||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
56
|
|
|
140
|
|
|
—
|
|
|
323
|
|
|||||||||||||||||
Comprehensive income
|
—
|
|
|
11
|
|
|
—
|
|
|
128
|
|
|
139
|
|
|
—
|
|
|
113
|
|
|
(1
|
)
|
|
112
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
56
|
|
|
57
|
|
|
589
|
|
|
—
|
|
|
897
|
|
|||||||||||||||||
Unit issuance (note 26)
|
692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
220
|
|
|
1,212
|
|
|||||||||||||||||
Partnership distributions (note 28)
|
—
|
|
|
(459
|
)
|
|
—
|
|
|
—
|
|
|
(459
|
)
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
(764
|
)
|
|||||||||||||||||
Partnership preferred distributions (note 28)
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||||||||||||||||
Acquisition of subsidiaries (note 6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,523
|
|
|
—
|
|
|
3,523
|
|
|||||||||||||||||
Subsidiary distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(831
|
)
|
|
—
|
|
|
(831
|
)
|
|||||||||||||||||
Disposition of interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|
—
|
|
|
(177
|
)
|
|||||||||||||||||
Other items (note 27)
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||||||
Balance as at December 31, 2017
|
$
|
4,907
|
|
|
$
|
(953
|
)
|
|
$
|
149
|
|
|
$
|
864
|
|
|
$
|
4,967
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
25
|
|
|
$
|
2,078
|
|
|
$
|
(413
|
)
|
|
$
|
(40
|
)
|
|
$
|
387
|
|
|
$
|
2,012
|
|
|
$
|
5,875
|
|
|
$
|
595
|
|
|
$
|
13,474
|
|
|
(1)
|
Refer to Note
27
, Accumulated Other Comprehensive Income (Loss) for an analysis of accumulated other comprehensive income (loss) by item.
|
|
Limited Partners
|
|
General Partner
|
|
Non-Controlling Interest—
Redeemable Partnership Units held by Brookfield
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
US$ MILLIONS
|
Limited
partners’
capital
|
|
(Deficit)
Retained
earnings
|
|
Ownership
Changes
|
|
Accumulated
other
comprehensive
income
(1)
|
|
Limited
partners
|
|
General
partner
capital
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
income
(1)
|
|
General
partner
|
|
Redeemable
units held by Brookfield
|
|
(Deficit)
Retained
earnings
|
|
Ownership
Changes
|
|
Accumulated
other
comprehensive
income
(1)
|
|
Non-Controlling Interest—Redeemable Partnership Units held by Brookfield
|
Non-controlling interest—in operating subsidiaries
|
|
Preferred Unitholders Capital
|
|
Total partners’ capital
|
|||||||||||||||||||||||||||||||||||
Balance as at January 1, 2016
|
$
|
3,716
|
|
|
$
|
(559
|
)
|
|
$
|
126
|
|
|
$
|
555
|
|
|
$
|
3,838
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
23
|
|
|
$
|
1,528
|
|
|
$
|
(245
|
)
|
|
$
|
(19
|
)
|
|
$
|
254
|
|
|
$
|
1,518
|
|
|
$
|
1,608
|
|
|
$
|
189
|
|
|
$
|
7,176
|
|
Net income
(2)
|
—
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|
285
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
41
|
|
|
—
|
|
|
528
|
|
|||||||||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
358
|
|
|
358
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147
|
|
|
147
|
|
|
67
|
|
|
—
|
|
|
576
|
|
|||||||||||||||||
Comprehensive income (loss)
|
—
|
|
|
285
|
|
|
—
|
|
|
358
|
|
|
643
|
|
|
—
|
|
|
84
|
|
|
4
|
|
|
88
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
147
|
|
|
265
|
|
|
108
|
|
|
—
|
|
|
1,104
|
|
|||||||||||||||||
Unit issuance (note 26)
|
505
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
505
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
186
|
|
|
941
|
|
|||||||||||||||||
Unit repurchases (note 26)
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||||||||||||||
Partnership distributions (note 28)
|
—
|
|
|
(377
|
)
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|
(615
|
)
|
|||||||||||||||||
Partnership preferred distributions (note 28)
(2)
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||||||||||||||
Acquisition of subsidiaries (note 6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,241
|
|
|
—
|
|
|
1,241
|
|
|||||||||||||||||
Subsidiary distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
(169
|
)
|
|||||||||||||||||
Disposition of interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||||||||||||||
Other items (note 27)
|
—
|
|
|
177
|
|
|
17
|
|
|
(177
|
)
|
|
17
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
70
|
|
|
(15
|
)
|
|
(70
|
)
|
|
(15
|
)
|
|
7
|
|
|
—
|
|
|
9
|
|
|||||||||||||||||
Balance as at December 31, 2016
|
$
|
4,215
|
|
|
$
|
(483
|
)
|
|
$
|
143
|
|
|
$
|
736
|
|
|
$
|
4,611
|
|
|
$
|
19
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
27
|
|
|
$
|
1,778
|
|
|
$
|
(215
|
)
|
|
$
|
(34
|
)
|
|
$
|
331
|
|
|
$
|
1,860
|
|
|
$
|
2,771
|
|
|
$
|
375
|
|
|
$
|
9,644
|
|
|
(1)
|
Refer to Note
27
, Accumulated Other Comprehensive Income (Loss) for an analysis of accumulated other comprehensive income (loss) by item.
|
(2)
|
Certain net income allocations have been reclassified to provide comparability with the current year consolidated statements of partnership capital.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
For the year ended
December 31, |
||||||||||
US$ MILLIONS
|
|
Notes
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
|
|
$
|
806
|
|
|
$
|
574
|
|
|
$
|
528
|
|
Adjusted for the following items:
|
|
|
|
|
|
|
|
|
||||||
Earnings from investments in associates and joint ventures, net
of distributions received
|
|
12
|
|
72
|
|
|
(52
|
)
|
|
(202
|
)
|
|||
Depreciation and amortization expense
|
13, 14
|
|
801
|
|
|
671
|
|
|
447
|
|
||||
Mark-to-market on hedging items, provisions and other
|
|
7
|
|
99
|
|
|
90
|
|
|
(47
|
)
|
|||
Gain on sale of associate
|
|
5
|
|
(338
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income tax expense (recovery)
|
|
25
|
|
46
|
|
|
67
|
|
|
(18
|
)
|
|||
Changes in non-cash working capital, net
|
|
36
|
|
(124
|
)
|
|
131
|
|
|
45
|
|
|||
Cash from operating activities
|
|
|
|
1,362
|
|
|
1,481
|
|
|
753
|
|
|||
Investing Activities
|
|
|
|
|
|
|
|
|
||||||
Acquisition of subsidiaries, net of cash acquired
|
|
6
|
|
(5,825
|
)
|
|
(4,223
|
)
|
|
(520
|
)
|
|||
Disposal of subsidiaries, net of cash disposed
|
|
|
|
—
|
|
|
—
|
|
|
353
|
|
|||
Additions of investments in associates and joint ventures
|
|
12
|
|
(61
|
)
|
|
(620
|
)
|
|
(887
|
)
|
|||
Disposal of investments in associates and joint ventures
|
|
5
|
|
1,289
|
|
|
—
|
|
|
—
|
|
|||
Purchase of long lived assets
|
13, 14
|
|
(839
|
)
|
|
(714
|
)
|
|
(690
|
)
|
||||
Disposal of long lived assets
|
13, 14
|
|
23
|
|
|
47
|
|
|
7
|
|
||||
Purchase of financial assets
|
|
|
|
(202
|
)
|
|
(318
|
)
|
|
(191
|
)
|
|||
Sale of financial assets and other
|
|
|
|
104
|
|
|
258
|
|
|
727
|
|
|||
Net settlement of foreign exchange hedging items
|
|
|
|
(53
|
)
|
|
(151
|
)
|
|
143
|
|
|||
Cash used by investing activities
|
|
|
|
(5,564
|
)
|
|
(5,721
|
)
|
|
(1,058
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
|
|
||||||
Distributions to general partner
|
|
28
|
|
(140
|
)
|
|
(114
|
)
|
|
(84
|
)
|
|||
Distributions to other unitholders
|
|
28
|
|
(779
|
)
|
|
(680
|
)
|
|
(544
|
)
|
|||
Subsidiary distributions to non-controlling interest
|
|
|
|
(676
|
)
|
|
(831
|
)
|
|
(169
|
)
|
|||
Capital provided by non-controlling interest
|
|
6
|
|
2,610
|
|
|
2,847
|
|
|
835
|
|
|||
Capital provided to non-controlling interest
|
|
6
|
|
(877
|
)
|
|
—
|
|
|
(51
|
)
|
|||
Proceeds from corporate borrowings
|
|
19
|
|
377
|
|
|
537
|
|
|
—
|
|
|||
Repayment of corporate borrowings
|
|
19
|
|
(94
|
)
|
|
(306
|
)
|
|
—
|
|
|||
Proceeds from corporate credit facility
|
|
19
|
|
1,303
|
|
|
2,403
|
|
|
2,316
|
|
|||
Repayment of corporate credit facility
|
|
19
|
|
(1,582
|
)
|
|
(1,614
|
)
|
|
(2,723
|
)
|
|||
Proceeds from non-recourse borrowings
|
|
19
|
|
5,601
|
|
|
668
|
|
|
1,406
|
|
|||
Repayment of non-recourse borrowings
|
|
19
|
|
(1,650
|
)
|
|
(308
|
)
|
|
(984
|
)
|
|||
Repayment of other financing activities
|
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||
Preferred units issued, net of repurchases
|
|
26
|
|
341
|
|
|
220
|
|
|
186
|
|
|||
Partnership units issued, net of issuance costs
|
|
26
|
|
14
|
|
|
992
|
|
|
755
|
|
|||
Partnership units repurchased
|
|
26
|
|
(30
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Cash from financing activities
|
|
|
|
4,418
|
|
|
3,814
|
|
|
899
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
||||||
Change during the year
|
|
|
|
216
|
|
|
(426
|
)
|
|
594
|
|
|||
Impact of foreign exchange on cash
|
|
|
|
(50
|
)
|
|
14
|
|
|
(7
|
)
|
|||
Balance, beginning of year
|
|
|
|
374
|
|
|
786
|
|
|
199
|
|
|||
Balance, end of year
|
|
|
|
$
|
540
|
|
|
$
|
374
|
|
|
$
|
786
|
|
|
|
|
|
|
|
Ownership
interest (%)
|
||
|
|
|
|
Country of
incorporation
|
|
|||
Defined Name
|
|
Name of entity
|
|
2018
|
|
2017
|
||
Transport
|
|
|
|
|
|
|
|
|
Australian rail operation
|
|
Arc Infrastructure Holdings No. 1 Pty Ltd
|
|
Australia
|
|
100
|
|
100
|
Energy
|
|
|
|
|
|
|
|
|
Australian energy distribution operation
|
|
Tas Gas Networks Pty Ltd
|
|
Australia
|
|
100
|
|
100
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
|
|
Effective Ownership
Interest (%)
|
|
Voting
interest (%)
|
||||
|
|
|
|
Country of
incorporation
|
|
|||||||
Defined Name
|
|
Name of entity
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||
Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
U.K. regulated distribution operation
|
|
BUUK Infrastructure Holdings Limited
|
|
U.K.
|
|
80
|
|
80
|
|
80
|
|
80
|
Australian regulated terminal operation
|
|
DBCT Management Pty Ltd
(1)
|
|
Australia
|
|
71
|
|
71
|
|
100
|
|
100
|
Colombian regulated distribution operation
|
|
Empresa de Energia de Boyaca S.A.
(1)
|
|
Colombia
|
|
17
|
|
17
|
|
100
|
|
100
|
Brazilian regulated gas transmission operation
|
|
Nova Transportadora do Sudeste
S.A. (1),(2) |
|
Brazil
|
|
28
|
|
28
|
|
90
|
|
90
|
Colombian natural gas distribution operation
|
|
Gas Natural, S.A. ESP
(1),(2)
|
|
Colombia
|
|
16
|
|
—
|
|
55
|
|
—
|
Transport
|
|
|
|
|
|
|
|
|
|
|
|
|
U.K. ports operation
|
|
Brookfield Port Acquisitions (UK) Limited
(1)
|
|
U.K.
|
|
59
|
|
59
|
|
100
|
|
100
|
Australian port operation
|
|
Linx Cargo Care Group Pty Ltd
(1)
|
|
Australia
|
|
27
|
|
27
|
|
67
|
|
67
|
Chilean toll roads
|
|
Sociedad Concesionaria Vespucio Norte Express S.A.
(1)
|
|
Chile
|
|
51
|
|
51
|
|
89
|
|
89
|
Indian toll roads
|
|
BIF India Holdings Pte Ltd
(1)
|
|
Singapore
|
|
40
|
|
40
|
|
93
|
|
93
|
Peruvian toll roads
|
|
Rutas de Lima S.A.C
(1)
|
|
Peru
|
|
17
|
|
17
|
|
57
|
|
57
|
Indian toll roads
|
|
Simhapuri Expressway Limited
(1),(2)
|
|
India
|
|
29
|
|
—
|
|
93
|
|
—
|
Indian toll roads
|
|
Rayalseema Expressway Private Limited
(1),(2)
|
|
India
|
|
26
|
|
—
|
|
84
|
|
—
|
Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
North American gas storage operation
(6)
|
|
Warwick Gas Storage L.P.
|
|
Canada
|
|
25
|
|
25
|
|
100
|
|
100
|
Canadian district energy operation
|
|
Enwave Energy Corporation
|
|
Canada
|
|
25
|
|
25
|
|
100
|
|
100
|
U.S. district energy operation
|
|
Enwave USA
|
|
U.S.
|
|
40
|
|
40
|
|
100
|
|
100
|
North American gas storage operation
(6)
|
|
Lodi Gas Storage
|
|
U.S.
|
|
40
|
|
40
|
|
100
|
|
100
|
North American gas storage operation
(6)
|
|
Rockpoint Gas Storage Partners
L.P. |
|
U.S.
|
|
40
|
|
40
|
|
100
|
|
100
|
Western Canadian natural gas gathering and processing operation
|
|
NorthRiver Midstream Inc.
(1),(2)
|
|
Canada
|
|
29
|
|
—
|
|
100
|
|
—
|
North American residential energy infrastructure operation
|
|
Enercare Inc.
(1),(2)
|
|
Canada
|
|
30
|
|
—
|
|
100
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
Data Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. data center operation
|
|
Dawn Acquisitions LLC
(1),(2)
|
|
U.S.
|
|
29
|
|
—
|
|
100
|
|
—
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding LP
|
|
Brookfield Infrastructure L.P.
|
|
Bermuda
|
|
70
|
|
70
|
|
100
|
|
100
|
|
(1)
|
For the above noted subsidiaries, our partnership has entered into voting arrangements to provide our partnership with the ability to direct the relevant activities of the investee. Our partnership controls these investees given that our partnership is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Our partnership exercises judgment to determine the level of variability that will achieve control over an investee, particularly in circumstances where our partnership’s voting interest differs from its ownership interest in an investee. The following were considered to determine whether our partnership controls these investees: the degree of power (if any) held by other investors, the degree of exposure to variability of each investor, the determination of whether any general partner removal rights are substantive and the purpose and design of the investee.
|
(2)
|
See Note
6
Acquisition of Businesses for further details.
|
(a)
|
Statement of Compliance
|
(b)
|
Basis of Preparation
|
(i)
|
Subsidiaries
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(ii)
|
Associates and Joint Ventures
|
(c)
|
Foreign Currency Translation
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(d)
|
Business Combinations
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(e)
|
Cash and Cash Equivalents
|
(f)
|
Accounts Receivable
|
(g)
|
Property, Plant and Equipment
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
Buildings
|
|
Up to 75 years
|
Transmission stations, towers and related fixtures
|
|
Up to 40 years
|
Leasehold improvements
|
|
Up to 50 years
|
Plant and equipment
|
|
Up to 40 years
|
Network systems
|
|
Up to 65 years
|
Track
|
|
Up to 40 years
|
District energy systems
|
|
Up to 50 years
|
Gas storage assets
|
|
Up to 50 years
|
(h)
|
Investment Property
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(i)
|
Asset Impairment
|
(j)
|
Intangible Assets
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(k)
|
Goodwill
|
(l)
|
Revenue Recognition
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(m)
|
Financial Instruments and Hedge Accounting
|
(i)
|
Financial Instrument Classification
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(ii)
|
Hedge Accounting
|
(n)
|
Income Taxes
|
(i)
|
Current income tax
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(ii)
|
Deferred income tax
|
(o)
|
Assets Held for Sale
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(p)
|
Provisions
|
(q)
|
Critical Accounting Judgments and Key Sources of Estimation Uncertainty
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(i)
|
Common control transactions
|
(ii)
|
Financial instruments
|
(iii)
|
Revaluation of property, plant and equipment
|
(iv)
|
Fair values in business combinations
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(v)
|
Assets held for sale
|
(vi)
|
Impairment of goodwill, intangibles with indefinite lives and investment in associates and joint ventures
|
(r)
|
Recently adopted accounting standards
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(s)
|
Future Changes in Accounting Policies
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
FOR THE YEAR ENDED
DECEMBER 31, 2018 US$ MILLIONS |
|
Total attributable to
Brookfield Infrastructure
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Contribution
from
investments
in associates
|
|
Attributable
to non-
controlling
interest
|
|
As per
IFRS
financials
(2)
|
|||||||||||||||||||||||||||||||
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data
Infrastructure
(1)
|
|
Corporate
|
|
Total
|
|
||||||||||||||||||||||||
Revenues
(3)
|
|
$
|
1,055
|
|
|
$
|
1,612
|
|
|
$
|
668
|
|
|
$
|
170
|
|
|
$
|
—
|
|
|
$
|
3,505
|
|
|
$
|
(1,524
|
)
|
|
$
|
2,671
|
|
|
$
|
4,652
|
|
Costs attributed to revenues
|
|
(322
|
)
|
|
(930
|
)
|
|
(340
|
)
|
|
(77
|
)
|
|
—
|
|
|
(1,669
|
)
|
|
833
|
|
|
(1,372
|
)
|
|
(2,208
|
)
|
|||||||||
General and administrative costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(223
|
)
|
|
(223
|
)
|
|
—
|
|
|
—
|
|
|
(223
|
)
|
|||||||||
Adjusted EBITDA
|
|
733
|
|
|
682
|
|
|
328
|
|
|
93
|
|
|
(223
|
)
|
|
1,613
|
|
|
(691
|
)
|
|
1,299
|
|
|
|
|
|||||||||
Other (expense) income
|
|
(30
|
)
|
|
2
|
|
|
22
|
|
|
(4
|
)
|
|
72
|
|
|
62
|
|
|
11
|
|
|
(107
|
)
|
|
(34
|
)
|
|||||||||
Interest expense
|
|
(127
|
)
|
|
(166
|
)
|
|
(81
|
)
|
|
(12
|
)
|
|
(58
|
)
|
|
(444
|
)
|
|
134
|
|
|
(245
|
)
|
|
(555
|
)
|
|||||||||
FFO
|
|
576
|
|
|
518
|
|
|
269
|
|
|
77
|
|
|
(209
|
)
|
|
1,231
|
|
|
(546
|
)
|
|
947
|
|
|
|
|
|||||||||
Depreciation and amortization
|
|
(187
|
)
|
|
(345
|
)
|
|
(154
|
)
|
|
(72
|
)
|
|
—
|
|
|
(758
|
)
|
|
370
|
|
|
(413
|
)
|
|
(801
|
)
|
|||||||||
Deferred taxes
|
|
(49
|
)
|
|
47
|
|
|
(3
|
)
|
|
7
|
|
|
10
|
|
|
12
|
|
|
(44
|
)
|
|
(14
|
)
|
|
(46
|
)
|
|||||||||
Mark-to-market on hedging items and other
|
|
(82
|
)
|
|
(208
|
)
|
|
(73
|
)
|
|
(6
|
)
|
|
85
|
|
|
(284
|
)
|
|
233
|
|
|
(124
|
)
|
|
(175
|
)
|
|||||||||
Gain on sale of associate. net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|||||||||
Share of losses from associates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||||||||
Net income attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(396
|
)
|
|
(396
|
)
|
|||||||||
Net income attributable to partnership
(4)
|
|
$
|
258
|
|
|
$
|
12
|
|
|
$
|
39
|
|
|
$
|
6
|
|
|
$
|
95
|
|
|
$
|
410
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
410
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
FOR THE YEAR ENDED
DECEMBER 31, 2017 US$ MILLIONS |
|
Total attributable to
Brookfield Infrastructure
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Contribution
from
investments
in associates
|
|
Attributable
to non-
controlling
interest
|
|
As per
IFRS
financials
(2)
|
|||||||||||||||||||||||||||||||
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data
Infrastructure
(1)
|
|
Corporate
|
|
Total
|
|
||||||||||||||||||||||||
Revenues
(3)
|
|
$
|
988
|
|
|
$
|
1,589
|
|
|
$
|
559
|
|
|
$
|
165
|
|
|
$
|
—
|
|
|
$
|
3,301
|
|
|
$
|
(1,624
|
)
|
|
$
|
1,858
|
|
|
$
|
3,535
|
|
Costs attributed to revenues
|
|
(250
|
)
|
|
(895
|
)
|
|
(278
|
)
|
|
(75
|
)
|
|
—
|
|
|
(1,498
|
)
|
|
861
|
|
|
(872
|
)
|
|
(1,509
|
)
|
|||||||||
General and administrative costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|||||||||
Adjusted EBITDA
|
|
738
|
|
|
694
|
|
|
281
|
|
|
90
|
|
|
(239
|
)
|
|
1,564
|
|
|
(763
|
)
|
|
986
|
|
|
|
|
|||||||||
Other income (expense)
|
|
(14
|
)
|
|
(4
|
)
|
|
15
|
|
|
(2
|
)
|
|
45
|
|
|
40
|
|
|
7
|
|
|
(108
|
)
|
|
(61
|
)
|
|||||||||
Interest expense
|
|
(114
|
)
|
|
(158
|
)
|
|
(87
|
)
|
|
(12
|
)
|
|
(63
|
)
|
|
(434
|
)
|
|
172
|
|
|
(166
|
)
|
|
(428
|
)
|
|||||||||
FFO
|
|
610
|
|
|
532
|
|
|
209
|
|
|
76
|
|
|
(257
|
)
|
|
1,170
|
|
|
(584
|
)
|
|
712
|
|
|
|
|
|||||||||
Depreciation and amortization
|
|
(186
|
)
|
|
(312
|
)
|
|
(151
|
)
|
|
(77
|
)
|
|
—
|
|
|
(726
|
)
|
|
382
|
|
|
(327
|
)
|
|
(671
|
)
|
|||||||||
Deferred taxes
|
|
(52
|
)
|
|
(1
|
)
|
|
11
|
|
|
21
|
|
|
14
|
|
|
(7
|
)
|
|
(22
|
)
|
|
(38
|
)
|
|
(67
|
)
|
|||||||||
Mark-to-market on hedging items and other
|
|
(59
|
)
|
|
(80
|
)
|
|
(37
|
)
|
|
(9
|
)
|
|
(127
|
)
|
|
(312
|
)
|
|
106
|
|
|
102
|
|
|
(104
|
)
|
|||||||||
Share of earnings from associates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
|||||||||
Net income attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(449
|
)
|
|
(449
|
)
|
|||||||||
Net income (loss) attributable to partnership
(4)
|
|
$
|
313
|
|
|
$
|
139
|
|
|
$
|
32
|
|
|
$
|
11
|
|
|
$
|
(370
|
)
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
FOR THE YEAR ENDED
DECEMBER 31, 2016 US$ MILLIONS |
|
Total attributable to
Brookfield Infrastructure
|
|
|
|
|
|
|
|||||||||||||||||||
|
Contribution
from
investments
in associates
|
|
Attributable
to non-
controlling
interest
|
|
As per
IFRS
financials
(2)
|
||||||||||||||||||||||
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data
Infrastructure
(1)
|
|
Corporate
|
|
Total
|
|
|||||||||||||||
Revenues
(3)
|
|
684
|
|
|
1,247
|
|
|
496
|
|
|
163
|
|
|
—
|
|
|
2,590
|
|
|
(1,311
|
)
|
|
836
|
|
|
2,115
|
|
Costs attributed to revenues
|
|
(160
|
)
|
|
(650
|
)
|
|
(220
|
)
|
|
(72
|
)
|
|
—
|
|
|
(1,102
|
)
|
|
651
|
|
|
(612
|
)
|
|
(1,063
|
)
|
General and administrative costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
|
(166
|
)
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
Adjusted EBITDA
|
|
524
|
|
|
597
|
|
|
276
|
|
|
91
|
|
|
(166
|
)
|
|
1,322
|
|
|
(660
|
)
|
|
224
|
|
|
|
|
Other income (expense)
|
|
5
|
|
|
(17
|
)
|
|
8
|
|
|
(2
|
)
|
|
84
|
|
|
78
|
|
|
16
|
|
|
1
|
|
|
95
|
|
Interest expense
|
|
(130
|
)
|
|
(157
|
)
|
|
(109
|
)
|
|
(12
|
)
|
|
(48
|
)
|
|
(456
|
)
|
|
190
|
|
|
(126
|
)
|
|
(392
|
)
|
FFO
|
|
399
|
|
|
423
|
|
|
175
|
|
|
77
|
|
|
(130
|
)
|
|
944
|
|
|
(454
|
)
|
|
99
|
|
|
|
|
Depreciation and amortization
|
|
(154
|
)
|
|
(253
|
)
|
|
(128
|
)
|
|
(74
|
)
|
|
—
|
|
|
(609
|
)
|
|
328
|
|
|
(166
|
)
|
|
(447
|
)
|
Deferred taxes
|
|
5
|
|
|
26
|
|
|
(38
|
)
|
|
29
|
|
|
(17
|
)
|
|
5
|
|
|
9
|
|
|
4
|
|
|
18
|
|
Mark-to-market on hedging items and other
|
|
(88
|
)
|
|
10
|
|
|
81
|
|
|
(5
|
)
|
|
149
|
|
|
147
|
|
|
(131
|
)
|
|
104
|
|
|
120
|
|
Share of earnings from associates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
248
|
|
Net income attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
Net income attributable to partnership
(4)
|
|
162
|
|
|
206
|
|
|
90
|
|
|
27
|
|
|
2
|
|
|
487
|
|
|
—
|
|
|
—
|
|
|
487
|
|
|
(1)
|
During the second quarter of 2018, our Communications Infrastructure segment was renamed to Data Infrastructure. There was no concurrent change in the operations which comprise the segment.
|
(2)
|
The above table provides each segment’s results in the format that management organizes its reporting segments to make operating decisions and assess performance. Each segment is presented on a proportionate basis, taking into account Brookfield Infrastructure’s ownership in operations accounted for using the consolidation and equity methods under IFRS. The above table reconciles Brookfield Infrastructure’s proportionate results to our partnership’s Consolidated Statements of Operating Results on a line by line basis by aggregating the components comprising the earnings from our partnership’s investments in associates and reflecting the portion of each line item attributable to non-controlling interests.
|
(3)
|
Revenues on a consolidated basis were
$2,563 million
(
2017
:
$1,785 million
,
2016
:
$825 million
) from our utilities segment,
$1,322 million
(
2017
:
$1,290 million
,
2016
:
$892 million
) from our transport segment and
$767 million
(
2017
:
$460 million
,
2016
:
$398 million
) from our energy segment.
|
(4)
|
Includes net income (loss) attributable to non-controlling interests—Redeemable Partnership Units held by Brookfield, non-controlling interests—Exchange LP Units, general partner and limited partners.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
Total Attributable to Brookfield Infrastructure
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
|
Contribution
from
investments
in associates
|
|
Attributable
to non-
controlling
interest
|
|
Working
capital
adjustment
and other
|
|
As per IFRS financials on F-5
(1)
|
||||||||||||||||||||||||||||||||
AS AT
DECEMBER 31, 2018 US$ MILLIONS |
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data
Infrastructure
|
|
Corporate
|
|
Brookfield
Infrastructure
|
|
|||||||||||||||||||||||||||
Total assets
|
|
$
|
4,864
|
|
|
$
|
6,424
|
|
|
$
|
4,722
|
|
|
$
|
1,446
|
|
|
$
|
(929
|
)
|
|
$
|
16,527
|
|
|
$
|
(2,350
|
)
|
|
$
|
17,545
|
|
|
$
|
4,858
|
|
|
$
|
36,580
|
|
|
(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 on a proportionate basis, 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 proportionate 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.
|
US$ MILLIONS
|
|
2018
|
|
2017
|
|
2016
|
||||||
Brazil
|
|
$
|
1,112
|
|
|
$
|
938
|
|
|
$
|
—
|
|
Australia
|
|
1,104
|
|
|
1,093
|
|
|
793
|
|
|||
Colombia
|
|
693
|
|
|
161
|
|
|
150
|
|
|||
United Kingdom
|
|
653
|
|
|
565
|
|
|
566
|
|
|||
Canada
|
|
379
|
|
|
193
|
|
|
163
|
|
|||
United States of America
|
|
293
|
|
|
183
|
|
|
154
|
|
|||
Chile
|
|
168
|
|
|
153
|
|
|
127
|
|
|||
Peru
|
|
92
|
|
|
103
|
|
|
97
|
|
|||
India
|
|
60
|
|
|
57
|
|
|
39
|
|
|||
Other
|
|
98
|
|
|
89
|
|
|
26
|
|
|||
|
|
$
|
4,652
|
|
|
$
|
3,535
|
|
|
$
|
2,115
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Canada
|
|
$
|
6,867
|
|
|
$
|
1,468
|
|
Brazil
|
|
6,829
|
|
|
8,184
|
|
||
Australia
|
|
5,304
|
|
|
5,770
|
|
||
United Kingdom
|
|
4,708
|
|
|
4,431
|
|
||
United States of America
|
|
4,569
|
|
|
2,818
|
|
||
Colombia
|
|
1,857
|
|
|
764
|
|
||
Peru
|
|
1,308
|
|
|
1,356
|
|
||
India
|
|
982
|
|
|
256
|
|
||
Europe
|
|
863
|
|
|
836
|
|
||
Chile
|
|
940
|
|
|
2,045
|
|
||
Other
|
|
77
|
|
|
37
|
|
||
|
|
$
|
34,304
|
|
|
$
|
27,965
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
a)
|
Acquisition of
Evoque Data Center Solutions
|
US$ MILLIONS
|
|
||
Cash
|
$
|
315
|
|
Total Consideration
|
$
|
315
|
|
US$ MILLIONS
|
|
||
Accounts receivable and other
|
$
|
3
|
|
Property, plant and equipment
|
440
|
|
|
Intangible assets
|
221
|
|
|
Goodwill
|
463
|
|
|
Accounts payable and other liabilities
|
(24
|
)
|
|
Net assets acquired before non-controlling interest
|
1,103
|
|
|
Non-controlling interest
(2)
|
(788
|
)
|
|
Net assets acquired
|
$
|
315
|
|
|
(1)
|
The fair values of all acquired assets and liabilities for this operation have been determined on a provisional basis given the proximity of the acquisition to the reporting date. Our partnership is in the process of obtaining additional information primarily related to the fair value of property, plant and equipment, intangible assets, goodwill and provisions as at the date of acquisition.
|
(2)
|
Non-controlling interest represents the consideration paid for the interest not acquired by Brookfield Infrastructure, measured at fair value at the acquisition date.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
b)
|
Acquisition of
Rayalseema Expressway Private Limited
(“REPL”)
|
US$ MILLIONS
|
|
||
Accounts receivable and other
|
$
|
3
|
|
Intangible assets
|
226
|
|
|
Accounts payable and other liabilities
|
(60
|
)
|
|
Non-recourse borrowings
|
(151
|
)
|
|
Net assets acquired before non-controlling interest
|
18
|
|
|
Non-controlling interest
(2)
|
(13
|
)
|
|
Net assets acquired
|
$
|
5
|
|
|
(1)
|
The fair values of certain acquired assets and liabilities for this operation have been determined on a provisional basis given the proximity of the acquisition to the reporting date. Our partnership is in the process of obtaining additional information primarily related to the fair value of intangible assets and provisions as at the date of acquisition.
|
(2)
|
Non-controlling interest represents the consideration paid for the interest not acquired by Brookfield Infrastructure, measured at fair value at the acquisition date.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
c)
|
Acquisition of
Enercare Inc.
|
US$ MILLIONS
|
|
||
Cash and cash equivalents
|
$
|
24
|
|
Accounts receivable and other
|
187
|
|
|
Property, plant and equipment
|
669
|
|
|
Intangible assets
(2)
|
1,863
|
|
|
Inventory
|
23
|
|
|
Goodwill
|
1,260
|
|
|
Accounts payable and other liabilities
|
(235
|
)
|
|
Deferred income tax liabilities
|
(472
|
)
|
|
Non-recourse borrowings
|
(877
|
)
|
|
Net assets acquired before non-controlling interest
|
2,442
|
|
|
Non-controlling interest
(3)
|
(1,719
|
)
|
|
Net assets acquired
|
$
|
723
|
|
|
(1)
|
The fair values of certain acquired assets and liabilities for this operation have been determined on a provisional basis given the proximity of the acquisition to the reporting date. Our partnership is in the process of obtaining additional information primarily related to the measurement of provisions, the deferred income tax liabilities and resulting impact to goodwill as at the date of acquisition.
|
(2)
|
Refer to Note
14
, Intangible Assets for details.
|
(3)
|
Non-controlling interest represents the consideration paid for the interest not acquired by Brookfield Infrastructure, measured at fair value at the acquisition date.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
d)
|
Acquisition of Western Canadian natural gas midstream business
|
US$ MILLIONS
|
|
||
Cash
|
$
|
559
|
|
Total Consideration
|
$
|
559
|
|
US$ MILLIONS
|
|
||
Cash and cash equivalents
|
$
|
10
|
|
Accounts receivable and other
|
55
|
|
|
Property, plant and equipment
|
1,442
|
|
|
Intangible assets
|
157
|
|
|
Goodwill
|
524
|
|
|
Accounts payable and other liabilities
|
(46
|
)
|
|
Deferred income tax liabilities
|
(186
|
)
|
|
Net assets acquired before non-controlling interest
|
1,956
|
|
|
Non-controlling interest
(2)
|
(1,397
|
)
|
|
Net assets acquired
|
$
|
559
|
|
|
(1)
|
The fair values of certain acquired assets and liabilities for this operation have been determined on a provisional basis given the proximity of the acquisition to the reporting date. Our partnership is in the process of obtaining additional information primarily related to the acquired tax pools and balances. This information will be used to finalize the measurement of the deferred income tax liabilities and other liabilities acquired, and related impacts on the consideration paid and resulting goodwill as at the date of acquisition.
|
(2)
|
Non-controlling interest represents the consideration paid for the interest not acquired by Brookfield Infrastructure, measured at fair value at the acquisition date.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
e)
|
Acquisition of
Simhapuri Expressway Limited
(“SEL”)
|
US$ MILLIONS
|
|
||
Cash
|
$
|
53
|
|
Total Consideration
|
$
|
53
|
|
US$ MILLIONS
|
|
||
Cash and cash equivalents
|
$
|
1
|
|
Accounts receivable and other
|
33
|
|
|
Intangible assets
|
488
|
|
|
Goodwill
|
37
|
|
|
Accounts payable and other liabilities
|
(61
|
)
|
|
Deferred income tax liabilities
|
(37
|
)
|
|
Non-recourse borrowings
|
(279
|
)
|
|
Net assets acquired before non-controlling interest
|
182
|
|
|
Non-controlling interest
(2)
|
(129
|
)
|
|
Net assets acquired
|
$
|
53
|
|
|
(1)
|
The fair values of certain acquired assets and liabilities for this operation have been determined on a provisional basis given the proximity of the acquisition to the reporting date. Our partnership is in the process of obtaining additional information primarily related to the fair value of intangible assets, goodwill and provisions as at the date of acquisition.
|
(2)
|
Non-controlling interest represents the consideration paid for the interest not acquired by Brookfield Infrastructure, measured at fair value at the acquisition date.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
f)
|
Acquisition of Colombian natural gas distribution business
|
|
(1)
|
Brookfield Infrastructure acquired a
3%
interest in GN in December 2017, which had a fair market value of
$32 million
as at the date of acquisition.
No
gain or loss resulted from the deemed disposition of this interest upon acquisition of control.
|
US$ MILLIONS
|
|
||
Cash and cash equivalents
|
$
|
36
|
|
Accounts receivable and other
|
245
|
|
|
Property, plant and equipment
|
394
|
|
|
Intangible assets
|
253
|
|
|
Goodwill
|
621
|
|
|
Accounts payable and other liabilities
|
(165
|
)
|
|
Deferred income tax liabilities
|
(143
|
)
|
|
Non-recourse borrowings
|
(177
|
)
|
|
Net assets acquired before non-controlling interest
|
1,064
|
|
|
Non-controlling interest
(2)
|
(914
|
)
|
|
Net assets acquired
|
$
|
150
|
|
|
(1)
|
The fair values of certain acquired assets and liabilities for this operation have been determined on a provisional basis given the proximity of the acquisition to the reporting date. Our partnership is in the process of obtaining additional information primarily related to the fair value of property, plant and equipment, intangible assets, goodwill and provisions as at the date of acquisition.
|
(2)
|
Non-controlling interest represents the interest not acquired by Brookfield Infrastructure, measured at fair value at the acquisition date.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
g)
|
Acquisition of Brazilian regulated gas transmission business
|
|
(1)
|
The deferred consideration is payable on the fifth anniversary of the date of acquisition and has therefore been initially recorded at fair value within non-current financial liabilities on the consolidated statements of financial position. The deferred consideration is denominated in U.S. dollars and accrues interest at
3.35%
compounded annually. The financial liability is subsequently measured at amortized cost.
|
US$ MILLIONS
|
|
||
Cash and cash equivalents
|
$
|
89
|
|
Accounts receivable and other
|
317
|
|
|
Intangible assets
(1)
|
5,515
|
|
|
Goodwill
|
804
|
|
|
Accounts payable and other liabilities
|
(202
|
)
|
|
Deferred income tax liabilities
|
(946
|
)
|
|
Net assets acquired before non-controlling interest
|
5,577
|
|
|
Non-controlling interest
(2)
|
(4,009
|
)
|
|
Net assets acquired
|
$
|
1,568
|
|
|
(1)
|
Represents authorizations that expire between 2039 and 2041.
|
(2)
|
Non-controlling interest represents the interest not acquired by Brookfield Infrastructure, measured at fair value at the acquisition date.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
h)
|
Individually insignificant business combinations
|
US$ MILLIONS
|
|
||
Cash
|
$
|
9
|
|
Consideration payable
|
21
|
|
|
Total consideration
|
$
|
30
|
|
US$ MILLIONS
|
|
||
Accounts receivable and other
|
$
|
28
|
|
Goodwill
|
14
|
|
|
Property, plant and equipment
|
104
|
|
|
Deferred income tax and other liabilities
|
(30
|
)
|
|
Non-recourse borrowings
|
(30
|
)
|
|
Net assets acquired before non-controlling interest
|
86
|
|
|
Non-controlling interest
(1)
|
(56
|
)
|
|
Net assets acquired
|
$
|
30
|
|
|
(1)
|
Non-controlling interest represents the interest not acquired by Brookfield Infrastructure, measured at fair value at the acquisition date.
|
j)
|
Supplemental information
|
•
|
Calculated depreciation of property, plant and equipment and amortization of intangible assets acquired on the basis of the fair values at the time of the business combination rather than the carrying amounts recognized in the pre-acquisition financial statements and;
|
•
|
Based borrowing costs on the funding levels, credit ratings and debt and equity position of Brookfield Infrastructure after the business combination.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
540
|
|
|
$
|
540
|
|
Accounts receivable and other
|
|
—
|
|
|
—
|
|
|
1,171
|
|
|
1,171
|
|
||||
Financial assets (current and non-current)
(1)
|
|
989
|
|
|
17
|
|
|
166
|
|
|
1,172
|
|
||||
Marketable securities
|
|
126
|
|
|
47
|
|
|
—
|
|
|
173
|
|
||||
Total
|
|
$
|
1,115
|
|
|
$
|
64
|
|
|
$
|
1,877
|
|
|
$
|
3,056
|
|
|
|
|
|
|
|
|
|
|
||||||||
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||
Corporate borrowings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,993
|
|
|
$
|
1,993
|
|
Non-recourse borrowings (current and non-current)
|
|
—
|
|
|
—
|
|
|
13,113
|
|
|
13,113
|
|
||||
Accounts payable and other
|
|
—
|
|
|
—
|
|
|
1,308
|
|
|
1,308
|
|
||||
Preferred shares
(2)
|
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
||||
Financial liabilities (current and non-current)
(1)
|
|
373
|
|
|
—
|
|
|
907
|
|
|
1,280
|
|
||||
Total
|
|
$
|
373
|
|
|
$
|
—
|
|
|
$
|
17,341
|
|
|
$
|
17,714
|
|
|
(1)
|
Derivative instruments which are elected for hedge accounting totaling
$718 million
are included in financial assets and
$109 million
of derivative instruments are included in financial liabilities.
|
(2)
|
$20 million
of preferred shares issued to wholly-owned subsidiaries of Brookfield.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
Financial Instrument Classification
|
||||||||||||||||
MEASUREMENT BASIS
|
|
Fair value through profit or loss
|
|
Fair value
through OCI
|
|
Amortized Cost
|
|
Total
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
374
|
|
|
$
|
374
|
|
Accounts receivable and other
|
|
—
|
|
|
—
|
|
|
838
|
|
|
838
|
|
||||
Financial assets (current and non-current)
(1)
|
|
608
|
|
|
57
|
|
|
172
|
|
|
837
|
|
||||
Marketable securities
|
|
—
|
|
|
85
|
|
|
—
|
|
|
85
|
|
||||
Total
|
|
$
|
608
|
|
|
$
|
142
|
|
|
$
|
1,384
|
|
|
$
|
2,134
|
|
|
|
|
|
|
|
|
|
|
||||||||
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||
Corporate borrowings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,101
|
|
|
$
|
2,101
|
|
Non-recourse borrowings (current and non-current)
|
|
—
|
|
|
—
|
|
|
8,063
|
|
|
8,063
|
|
||||
Accounts payable and other
|
|
—
|
|
|
—
|
|
|
864
|
|
|
864
|
|
||||
Preferred shares
(2)
|
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
||||
Financial liabilities (current and non-current)
(1)
|
|
440
|
|
|
—
|
|
|
873
|
|
|
1,313
|
|
||||
Total
|
|
$
|
440
|
|
|
$
|
—
|
|
|
$
|
11,921
|
|
|
$
|
12,361
|
|
|
(1)
|
Derivative instruments which are elected for hedge accounting totaling
$464 million
are included in financial assets and
$146 million
of derivative instruments are included in financial liabilities.
|
(2)
|
$20 million
of preferred shares issued to wholly-owned subsidiaries of Brookfield.
|
|
|
Dec. 31, 2018
|
|
Dec. 31, 2017
|
||||||||||||
US$ MILLIONS
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
540
|
|
|
$
|
540
|
|
|
$
|
374
|
|
|
$
|
374
|
|
Accounts receivable and other
|
|
1,171
|
|
|
1,171
|
|
|
838
|
|
|
838
|
|
||||
Financial assets (current and non-current)
|
|
1,172
|
|
|
1,172
|
|
|
837
|
|
|
837
|
|
||||
Marketable securities
|
|
173
|
|
|
173
|
|
|
85
|
|
|
85
|
|
||||
Total
|
|
$
|
3,056
|
|
|
$
|
3,056
|
|
|
$
|
2,134
|
|
|
$
|
2,134
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
Dec. 31, 2018
|
|
Dec. 31, 2017
|
||||||||||||
US$ MILLIONS
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||
Corporate borrowings
(1)
|
|
$
|
1,993
|
|
|
$
|
1,978
|
|
|
$
|
2,101
|
|
|
$
|
2,113
|
|
Non-recourse borrowings
(2)
|
|
13,113
|
|
|
13,372
|
|
|
8,063
|
|
|
8,392
|
|
||||
Accounts payable and other
|
|
1,308
|
|
|
1,308
|
|
|
864
|
|
|
864
|
|
||||
Preferred shares
(3)
|
|
20
|
|
|
20
|
|
|
20
|
|
|
20
|
|
||||
Financial liabilities (current and non-current)
|
|
1,280
|
|
|
1,280
|
|
|
1,313
|
|
|
1,313
|
|
||||
|
|
$
|
17,714
|
|
|
$
|
17,958
|
|
|
$
|
12,361
|
|
|
$
|
12,702
|
|
|
(1)
|
Corporate borrowings are classified under level 1 of the fair value hierarchy; quoted prices in an active market are available.
|
(2)
|
Non-recourse borrowings are classified under level 2 of the fair value hierarchy with the exception of certain borrowings at the U.K. port operation, which are classified under level 1. For level 2 fair values, future cash flows are estimated based on observable forward interest rates at the end of the reporting period.
|
(3)
|
$20 million
of preferred shares issued to wholly-owned subsidiaries of Brookfield.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
|
Level 1
|
|
—
|
|
Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
|
|
|
|
|
|
Level 2
|
|
—
|
|
Inputs other than quoted prices included in Level 1 are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Fair valued assets and liabilities that are included in this category are primarily certain derivative contracts and other financial assets carried at fair value in an inactive market.
|
|
|
|
|
|
Level 3
|
|
—
|
|
Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to determining the estimate. Fair valued assets and liabilities that are included in this category are interest rate swap contracts, derivative contracts, certain equity securities carried at fair value which are not traded in an active market and the non-controlling interest’s share of net assets of limited life funds.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
Fair value hierarchy
|
|
Dec. 31, 2018
|
|
Dec. 31, 2017
|
||||
Marketable securities
|
|
Level 1
(1)
|
|
$
|
173
|
|
|
$
|
85
|
|
Foreign currency forward contracts
|
|
Level 2
(2)
|
|
|
|
|
||||
Financial asset
|
|
|
|
$
|
241
|
|
|
$
|
236
|
|
Financial liability
|
|
|
|
23
|
|
|
196
|
|
||
Interest rate swaps & other
|
|
Level 2
(2)
|
|
|
|
|
||||
Financial asset
|
|
|
|
$
|
718
|
|
|
$
|
381
|
|
Financial liability
|
|
|
|
257
|
|
|
155
|
|
||
Other contracts
|
|
Level 3
(3)
|
|
|
|
|
||||
Financial asset
|
|
|
|
$
|
47
|
|
|
$
|
48
|
|
Financial liability
|
|
|
|
93
|
|
|
89
|
|
|
(1)
|
Valuation technique: Quoted bid prices in an active market.
|
(2)
|
Valuation technique: Discounted cash flow. Future cash flows are estimated based on forward exchange rates (from observable forward exchange rates at the end of the reporting period) and contract forward rates, discounted at a rate that reflects our credit risk and the credit risk of various counterparties.
|
(3)
|
Valuation technique: Discounted cash flow. Future cash flows primarily driven by assumptions concerning the amount and timing of estimated future cash flows and discount rates.
|
|
|
Dec. 31, 2018
|
|
Dec. 31, 2017
|
||||||||||||||||||||
US$ MILLIONS
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketable securities
|
|
$
|
173
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial assets (current and non-current)
|
|
—
|
|
|
959
|
|
|
47
|
|
|
—
|
|
|
617
|
|
|
48
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial liabilities (current and non-current)
|
|
$
|
—
|
|
|
$
|
280
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
351
|
|
|
$
|
89
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Cash
|
|
$
|
294
|
|
|
$
|
258
|
|
Cash equivalents
(1)
|
|
150
|
|
|
83
|
|
||
Restricted cash
(2)
|
|
96
|
|
|
33
|
|
||
Total cash and cash equivalents
|
|
$
|
540
|
|
|
$
|
374
|
|
|
(1)
|
Short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
|
(2)
|
Restricted cash primarily relates to our partnership’s financing arrangements, including debt service accounts.
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Current:
|
|
|
|
|
||||
Marketable securities
|
|
$
|
173
|
|
|
$
|
85
|
|
Foreign currency forward contracts
|
|
123
|
|
|
10
|
|
||
Loans and receivables
|
|
61
|
|
|
43
|
|
||
Other
|
|
67
|
|
|
54
|
|
||
Total current
|
|
$
|
424
|
|
|
$
|
192
|
|
|
|
|
|
|
||||
Non-current:
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
118
|
|
|
$
|
226
|
|
Cross currency interest rate swaps
|
|
594
|
|
|
243
|
|
||
Loans and receivables
|
|
145
|
|
|
210
|
|
||
Other
|
|
64
|
|
|
51
|
|
||
Total non-current
|
|
$
|
921
|
|
|
$
|
730
|
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Current:
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
1,044
|
|
|
$
|
738
|
|
Prepayments & other assets
|
|
127
|
|
|
100
|
|
||
Total current
|
|
$
|
1,171
|
|
|
$
|
838
|
|
|
|
|
|
|
||||
Non-current:
|
|
|
|
|
||||
Tax recovery receivables
|
|
$
|
39
|
|
|
$
|
52
|
|
Other assets
|
|
180
|
|
|
221
|
|
||
Total non-current
|
|
$
|
219
|
|
|
$
|
273
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Current:
|
|
|
|
|
||||
Natural gas inventory
|
|
$
|
94
|
|
|
$
|
84
|
|
Raw materials and other
|
|
47
|
|
|
24
|
|
||
Carrying amount of inventories
|
|
$
|
141
|
|
|
$
|
108
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
|
$
|
5,572
|
|
|
$
|
4,727
|
|
Share of earnings for the year
(4)
|
|
(13
|
)
|
|
118
|
|
||
Foreign currency translation and other
|
|
(296
|
)
|
|
167
|
|
||
Share of other comprehensive income
|
|
260
|
|
|
183
|
|
||
Distributions
|
|
(59
|
)
|
|
(66
|
)
|
||
Disposition of interest
(1)
|
|
(951
|
)
|
|
(177
|
)
|
||
Acquisitions
(2),(3)
|
|
78
|
|
|
620
|
|
||
Balance at end of year
|
|
$
|
4,591
|
|
|
$
|
5,572
|
|
|
(1)
|
In August 2017, Brookfield Infrastructure, alongside institutional partners and a Brookfield-sponsored infrastructure fund, reorganized the holding entities of its investment in the Brazilian toll road operation. This transaction resulted in
no
gain or loss being recorded within the Consolidated Statements of Operating Results. The reorganization resulted in Brookfield Infrastructure no longer consolidating an
8%
interest of the investment attributable to an institutional partner. The reorganization concurrently reduced the investments in associates and joint venture and non-controlling interest partnership capital balances by
$177 million
during the third quarter of 2017.
|
(2)
|
Throughout 2017, Brookfield Infrastructure, alongside an institutional partner, injected
$349 million
into the Brazilian toll road operation for growth capital expenditure requirements increasing our partnership’s ownership interest to
45%
.
|
(3)
|
In May 2017, Brookfield Infrastructure and its partner in its North American natural gas transmission operation each injected
$200 million
into the business to pay down operating level debt. A similar transaction was completed in April 2016 by Brookfield Infrastructure and its partner in the amount of
$312 million
.
|
(4)
|
In March 2018, Brookfield Infrastructure sold its ownership in ETC Transmission Holdings, S.L. for
$1.3 billion
. On disposition, Brookfield Infrastructure recognized a gain on sale of
$338 million
(
$209 million
, net of taxes) presented within gain on sale of associate on the Consolidated Statements of Operating Results. In association with the gain,
$35 million
of accumulated other comprehensive losses were reclassified to share of losses from associates and joint ventures on the Consolidated Statements of Operating Results. Please refer to Note
5
Disposition of Chilean Electricity Transmission Operation for additional details.
|
|
|
|
|
As at December 31, 2018
|
||||||||||||||||||||||||||||||||||
|
|
|
|
Total
|
|
Attributable to
|
||||||||||||||||||||||||||||||||
US$ MILLIONS
|
|
Ownership and Voting Interest
|
|
Current
Assets
|
|
Non-
Current
Assets
|
|
Total
Assets
|
|
Current
Liabilities
|
|
Non-
Current
Liabilities
|
|
Total
Liabilities
|
|
Total
Net
Assets
|
|
Other
Ownership
Interests
|
|
Partnership’s
Share
|
||||||||||||||||||
Utilities
|
|
11-20%
|
|
$
|
289
|
|
|
$
|
2,227
|
|
|
$
|
2,516
|
|
|
$
|
325
|
|
|
$
|
1,391
|
|
|
$
|
1,716
|
|
|
$
|
800
|
|
|
$
|
708
|
|
|
$
|
92
|
|
Transport
|
|
11-50%
|
|
1,520
|
|
|
15,892
|
|
|
17,412
|
|
|
1,876
|
|
|
6,447
|
|
|
8,323
|
|
|
9,089
|
|
|
6,592
|
|
|
2,497
|
|
|||||||||
Energy
|
|
20-50%
|
|
178
|
|
|
5,307
|
|
|
5,485
|
|
|
162
|
|
|
2,875
|
|
|
3,037
|
|
|
2,448
|
|
|
1,265
|
|
|
1,183
|
|
|||||||||
Data infrastructure
|
|
21%
|
|
447
|
|
|
6,692
|
|
|
7,139
|
|
|
438
|
|
|
2,902
|
|
|
3,340
|
|
|
3,799
|
|
|
3,089
|
|
|
710
|
|
|||||||||
Corporate & other
|
|
25-50%
|
|
105
|
|
|
386
|
|
|
491
|
|
|
99
|
|
|
55
|
|
|
154
|
|
|
337
|
|
|
228
|
|
|
109
|
|
|||||||||
Total
|
|
|
|
$
|
2,539
|
|
|
$
|
30,504
|
|
|
$
|
33,043
|
|
|
$
|
2,900
|
|
|
$
|
13,670
|
|
|
$
|
16,570
|
|
|
$
|
16,473
|
|
|
$
|
11,882
|
|
|
$
|
4,591
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
As at December 31, 2017
|
||||||||||||||||||||||||||||||||||
|
|
|
|
Total
|
|
Attributable to
|
||||||||||||||||||||||||||||||||
US$ MILLIONS
|
|
Ownership and Voting Interest
|
|
Current
Assets
|
|
Non-
Current
Assets
|
|
Total
Assets
|
|
Current
Liabilities
|
|
Non-
Current
Liabilities
|
|
Total
Liabilities
|
|
Total
Net
Assets
|
|
Other
Ownership
Interests
|
|
Partnership’s
Share
|
||||||||||||||||||
Utilities
|
|
11-28%
|
|
$
|
631
|
|
|
$
|
9,068
|
|
|
$
|
9,699
|
|
|
$
|
756
|
|
|
$
|
4,892
|
|
|
$
|
5,648
|
|
|
$
|
4,051
|
|
|
$
|
3,037
|
|
|
$
|
1,014
|
|
Transport
|
|
11-50%
|
|
1,548
|
|
|
17,096
|
|
|
18,644
|
|
|
1,396
|
|
|
7,002
|
|
|
8,398
|
|
|
10,246
|
|
|
7,385
|
|
|
2,861
|
|
|||||||||
Energy
|
|
20-50%
|
|
164
|
|
|
5,054
|
|
|
5,218
|
|
|
162
|
|
|
2,784
|
|
|
2,946
|
|
|
2,272
|
|
|
1,196
|
|
|
1,076
|
|
|||||||||
Data infrastructure
|
|
21%
|
|
464
|
|
|
6,281
|
|
|
6,745
|
|
|
561
|
|
|
2,968
|
|
|
3,529
|
|
|
3,216
|
|
|
2,602
|
|
|
614
|
|
|||||||||
Corporate & other
|
|
25-40%
|
|
15
|
|
|
54
|
|
|
69
|
|
|
12
|
|
|
42
|
|
|
54
|
|
|
15
|
|
|
8
|
|
|
7
|
|
|||||||||
Total
|
|
|
|
$
|
2,822
|
|
|
$
|
37,553
|
|
|
$
|
40,375
|
|
|
$
|
2,887
|
|
|
$
|
17,688
|
|
|
$
|
20,575
|
|
|
$
|
19,800
|
|
|
$
|
14,228
|
|
|
$
|
5,572
|
|
|
|
Year ended December 31, 2018
|
||||||||||||||||||||||
|
|
Total
|
|
Attributable to
|
||||||||||||||||||||
US$ MILLIONS
|
|
Revenue
|
|
Net
Income
|
|
OCI
|
|
Total
Comprehensive
Income
|
|
Other
Ownership
Interests
|
|
Partnership’s
Share
|
||||||||||||
Utilities
|
|
$
|
541
|
|
|
$
|
92
|
|
|
$
|
110
|
|
|
$
|
202
|
|
|
$
|
146
|
|
|
$
|
56
|
|
Transport
|
|
3,747
|
|
|
(74
|
)
|
|
(856
|
)
|
|
(930
|
)
|
|
(597
|
)
|
|
(333
|
)
|
||||||
Energy
|
|
739
|
|
|
91
|
|
|
8
|
|
|
99
|
|
|
53
|
|
|
46
|
|
||||||
Data infrastructure
|
|
804
|
|
|
64
|
|
|
244
|
|
|
308
|
|
|
234
|
|
|
74
|
|
||||||
Corporate & other
|
|
41
|
|
|
(132
|
)
|
|
356
|
|
|
224
|
|
|
169
|
|
|
55
|
|
||||||
Total
|
|
$
|
5,872
|
|
|
$
|
41
|
|
|
$
|
(138
|
)
|
|
$
|
(97
|
)
|
|
$
|
5
|
|
|
$
|
(102
|
)
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||
|
|
Total
|
|
Attributable to
|
||||||||||||||||||||
US$ MILLIONS
|
|
Revenue
|
|
Net
Income
|
|
OCI
|
|
Total
Comprehensive
Income
|
|
Other
Ownership
Interests
|
|
Partnership’s
Share
|
||||||||||||
Utilities
|
|
$
|
1,164
|
|
|
$
|
101
|
|
|
$
|
779
|
|
|
$
|
880
|
|
|
$
|
642
|
|
|
$
|
238
|
|
Transport
|
|
3,796
|
|
|
213
|
|
|
718
|
|
|
931
|
|
|
744
|
|
|
187
|
|
||||||
Energy
|
|
724
|
|
|
22
|
|
|
(37
|
)
|
|
(15
|
)
|
|
(22
|
)
|
|
7
|
|
||||||
Data infrastructure
|
|
783
|
|
|
58
|
|
|
435
|
|
|
493
|
|
|
409
|
|
|
84
|
|
||||||
Corporate & other
|
|
2
|
|
|
(16
|
)
|
|
(145
|
)
|
|
(161
|
)
|
|
(108
|
)
|
|
(53
|
)
|
||||||
Total
|
|
$
|
6,469
|
|
|
$
|
378
|
|
|
$
|
1,750
|
|
|
$
|
2,128
|
|
|
$
|
1,665
|
|
|
$
|
463
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||
|
|
Total
|
|
Attributable to
|
||||||||||||||||||||
US$ MILLIONS
|
|
Revenue
|
|
Net
Income
|
|
OCI
|
|
Total
Comprehensive
Income
|
|
Other
Ownership
Interests
|
|
Partnership’s
Share
|
||||||||||||
Utilities
|
|
$
|
592
|
|
|
$
|
87
|
|
|
$
|
233
|
|
|
$
|
320
|
|
|
$
|
241
|
|
|
$
|
79
|
|
Transport
|
|
2,861
|
|
|
221
|
|
|
1,399
|
|
|
1,620
|
|
|
1,210
|
|
|
410
|
|
||||||
Energy
|
|
598
|
|
|
141
|
|
|
138
|
|
|
279
|
|
|
183
|
|
|
96
|
|
||||||
Data infrastructure
|
|
767
|
|
|
121
|
|
|
385
|
|
|
506
|
|
|
399
|
|
|
107
|
|
||||||
Total
|
|
$
|
4,818
|
|
|
$
|
570
|
|
|
$
|
2,155
|
|
|
$
|
2,725
|
|
|
$
|
2,033
|
|
|
$
|
692
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
Year ended December 31, 2018
|
||||||||||||||||||||||
|
|
Total
|
|
Attributable to
|
||||||||||||||||||||
US$ MILLIONS
|
|
Operating
|
|
Investing
|
|
Financing
|
|
Total Cash Flows
|
|
Other
Ownership
Interests
|
|
Partnership’s
Share
|
||||||||||||
Utilities
|
|
$
|
380
|
|
|
$
|
6,189
|
|
|
$
|
(6,716
|
)
|
|
$
|
(147
|
)
|
|
$
|
(106
|
)
|
|
$
|
(41
|
)
|
Transport
|
|
776
|
|
|
(1,018
|
)
|
|
369
|
|
|
127
|
|
|
77
|
|
|
50
|
|
||||||
Energy
|
|
320
|
|
|
(288
|
)
|
|
(46
|
)
|
|
(14
|
)
|
|
(10
|
)
|
|
(4
|
)
|
||||||
Data infrastructure
|
|
323
|
|
|
(305
|
)
|
|
19
|
|
|
37
|
|
|
29
|
|
|
8
|
|
||||||
Corporate & other
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
1,806
|
|
|
$
|
4,571
|
|
|
$
|
(6,374
|
)
|
|
$
|
3
|
|
|
$
|
(10
|
)
|
|
$
|
13
|
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||
|
|
Total
|
|
Attributable to
|
||||||||||||||||||||
US$ MILLIONS
|
|
Operating
|
|
Investing
|
|
Financing
|
|
Total Cash Flows
|
|
Other
Ownership
Interests
|
|
Partnership’s
Share
|
||||||||||||
Utilities
|
|
$
|
433
|
|
|
$
|
(803
|
)
|
|
$
|
494
|
|
|
$
|
124
|
|
|
$
|
102
|
|
|
$
|
22
|
|
Transport
|
|
1,000
|
|
|
(1,673
|
)
|
|
1,121
|
|
|
448
|
|
|
370
|
|
|
78
|
|
||||||
Energy
|
|
261
|
|
|
(171
|
)
|
|
(77
|
)
|
|
13
|
|
|
6
|
|
|
7
|
|
||||||
Data infrastructure
|
|
338
|
|
|
(226
|
)
|
|
(57
|
)
|
|
55
|
|
|
44
|
|
|
11
|
|
||||||
Corporate & other
|
|
1
|
|
|
(10
|
)
|
|
4
|
|
|
(5
|
)
|
|
(3
|
)
|
|
(2
|
)
|
||||||
Total
|
|
$
|
2,033
|
|
|
$
|
(2,883
|
)
|
|
$
|
1,485
|
|
|
$
|
635
|
|
|
$
|
519
|
|
|
$
|
116
|
|
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||
|
|
Total
|
|
Attributable to
|
||||||||||||||||||||
US$ MILLIONS
|
|
Operating
|
|
Investing
|
|
Financing
|
|
Total Cash Flows
|
|
Other
Ownership
Interests
|
|
Partnership’s
Share
|
||||||||||||
Utilities
|
|
$
|
352
|
|
|
$
|
(311
|
)
|
|
$
|
(21
|
)
|
|
$
|
20
|
|
|
$
|
12
|
|
|
$
|
8
|
|
Transport
|
|
675
|
|
|
(1,783
|
)
|
|
969
|
|
|
(139
|
)
|
|
(122
|
)
|
|
(17
|
)
|
||||||
Energy
|
|
152
|
|
|
(174
|
)
|
|
15
|
|
|
(7
|
)
|
|
(4
|
)
|
|
(3
|
)
|
||||||
Data infrastructure
|
|
325
|
|
|
(323
|
)
|
|
(83
|
)
|
|
(81
|
)
|
|
(63
|
)
|
|
(18
|
)
|
||||||
Total
|
|
$
|
1,504
|
|
|
$
|
(2,591
|
)
|
|
$
|
880
|
|
|
$
|
(207
|
)
|
|
$
|
(177
|
)
|
|
$
|
(30
|
)
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
Utility
Assets
|
|
Transport
Assets
|
|
Energy
Assets
|
|
Data Infrastructure Assets
|
|
Total
Assets
|
||||||||||
Gross Carrying Amount:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at January 1, 2017
|
|
$
|
2,895
|
|
|
$
|
2,362
|
|
|
$
|
2,380
|
|
|
$
|
—
|
|
|
$
|
7,637
|
|
Additions, net of disposals
|
|
349
|
|
|
104
|
|
|
95
|
|
|
—
|
|
|
548
|
|
|||||
Non-cash (disposals) additions
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Acquisitions through business combinations
(1)
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
100
|
|
|||||
Net foreign currency exchange differences
|
|
227
|
|
|
191
|
|
|
68
|
|
|
—
|
|
|
486
|
|
|||||
Balance at December 31, 2017
|
|
$
|
3,471
|
|
|
$
|
2,657
|
|
|
$
|
2,629
|
|
|
$
|
—
|
|
|
$
|
8,757
|
|
Additions, net of disposals
|
|
441
|
|
|
77
|
|
|
140
|
|
|
4
|
|
|
662
|
|
|||||
Non-cash (disposals) additions
|
|
(19
|
)
|
|
(4
|
)
|
|
6
|
|
|
—
|
|
|
(17
|
)
|
|||||
Acquisitions through business combinations
(1)
|
|
394
|
|
|
—
|
|
|
2,111
|
|
|
440
|
|
|
2,945
|
|
|||||
Net foreign currency exchange differences
|
|
(267
|
)
|
|
(245
|
)
|
|
(205
|
)
|
|
—
|
|
|
(717
|
)
|
|||||
Balance at December 31, 2018
|
|
$
|
4,020
|
|
|
$
|
2,485
|
|
|
$
|
4,681
|
|
|
$
|
444
|
|
|
$
|
11,630
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated depreciation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at January 1, 2017
|
|
$
|
(383
|
)
|
|
$
|
(517
|
)
|
|
$
|
(258
|
)
|
|
$
|
—
|
|
|
$
|
(1,158
|
)
|
Depreciation expense
|
|
(118
|
)
|
|
(147
|
)
|
|
(117
|
)
|
|
—
|
|
|
(382
|
)
|
|||||
Non-cash disposals
|
|
19
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||
Disposals
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Net foreign currency exchange differences
|
|
(28
|
)
|
|
(44
|
)
|
|
(13
|
)
|
|
—
|
|
|
(85
|
)
|
|||||
Balance at December 31, 2017
|
|
$
|
(510
|
)
|
|
$
|
(687
|
)
|
|
$
|
(383
|
)
|
|
$
|
—
|
|
|
$
|
(1,580
|
)
|
Depreciation expense
|
|
(149
|
)
|
|
(147
|
)
|
|
(134
|
)
|
|
—
|
|
|
(430
|
)
|
|||||
Disposals
|
|
7
|
|
|
22
|
|
|
8
|
|
|
—
|
|
|
37
|
|
|||||
Non-cash disposals
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Net foreign currency exchange differences
|
|
41
|
|
|
68
|
|
|
18
|
|
|
—
|
|
|
127
|
|
|||||
Balance at December 31, 2018
|
|
$
|
(613
|
)
|
|
$
|
(744
|
)
|
|
$
|
(492
|
)
|
|
$
|
—
|
|
|
$
|
(1,849
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated fair value adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at January 1, 2017
|
|
$
|
1,043
|
|
|
$
|
782
|
|
|
$
|
352
|
|
|
$
|
—
|
|
|
$
|
2,177
|
|
Fair value adjustments
|
|
137
|
|
|
24
|
|
|
257
|
|
|
—
|
|
|
418
|
|
|||||
Net foreign currency exchange differences
|
|
78
|
|
|
67
|
|
|
20
|
|
|
—
|
|
|
165
|
|
|||||
Balance at December 31, 2017
|
|
$
|
1,258
|
|
|
$
|
873
|
|
|
$
|
629
|
|
|
$
|
—
|
|
|
$
|
2,760
|
|
Fair value adjustments
|
|
220
|
|
|
18
|
|
|
224
|
|
|
—
|
|
|
462
|
|
|||||
Net foreign currency exchange differences
|
|
(77
|
)
|
|
(81
|
)
|
|
(31
|
)
|
|
—
|
|
|
(189
|
)
|
|||||
Balance at December 31, 2018
|
|
$
|
1,401
|
|
|
$
|
810
|
|
|
$
|
822
|
|
|
$
|
—
|
|
|
$
|
3,033
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net book value:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
$
|
4,808
|
|
|
$
|
2,551
|
|
|
$
|
5,011
|
|
|
$
|
444
|
|
|
$
|
12,814
|
|
December 31, 2017
|
|
$
|
4,219
|
|
|
$
|
2,843
|
|
|
$
|
2,875
|
|
|
$
|
—
|
|
|
$
|
9,937
|
|
|
(1)
|
See Note
6
, Acquisition of Businesses for additional information.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
Dec. 31, 2018
|
|
Dec. 31, 2017
|
||||||||||||
Segment
|
|
Valuation
Technique
|
|
Discount
Rate
|
|
Terminal
Value
Multiple
|
|
Investment
Horizon
|
|
Valuation
Technique
|
|
Discount
Rate
|
|
Terminal
Value
Multiple
|
|
Investment
Horizon
|
Utilities
|
|
Discounted cash flow model
|
|
7% to 14%
|
|
8x to 22x
|
|
10 to 20 yrs
|
|
Discounted cash flow model
|
|
7% to 12%
|
|
7x to 21x
|
|
10 to 20 yrs
|
Transport
|
|
Discounted cash flow model
|
|
10% to 13%
|
|
9x to 14x
|
|
10 to 20 yrs
|
|
Discounted cash flow model
|
|
10% to 15%
|
|
9x to 14x
|
|
10 to 20 yrs
|
Energy
|
|
Discounted cash flow model
|
|
12% to 15%
|
|
10x to 14x
|
|
10 yrs
|
|
Discounted cash flow model
|
|
12% to 15%
|
|
8x to 13x
|
|
10 yrs
|
Data Infrastructure
|
|
Discounted cash flow model
|
|
13% to 15%
|
|
10x to 11x
|
|
10 yrs
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
Dec. 31, 2018
|
|
Dec. 31, 2017
|
||||
Utilities
|
|
$
|
3,407
|
|
|
$
|
2,961
|
|
Transport
|
|
1,741
|
|
|
1,970
|
|
||
Energy
|
|
4,189
|
|
|
2,246
|
|
||
Data Infrastructure
|
|
444
|
|
|
—
|
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Cost
|
|
$
|
12,515
|
|
|
$
|
10,470
|
|
Accumulated amortization
|
|
(880
|
)
|
|
(576
|
)
|
||
Net intangible assets
|
|
$
|
11,635
|
|
|
$
|
9,894
|
|
|
(1)
|
Indian toll roads include
$738 million
of intangible assets at our investments in Simhapuri Expressway Limited and Rayalseema Expressway Limited and
$105 million
at BIF India Holdings Pte Ltd.
|
(2)
|
Other intangibles are comprised of customer contracts at our Australian port operation, Western Canadian natural gas gathering and processing operation, U.S. data center operation, and contracted order book at our U.K. regulated distribution operation.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Cost at beginning of the year
|
|
$
|
10,470
|
|
|
$
|
4,732
|
|
Additions, net of disposals
|
|
117
|
|
|
79
|
|
||
Acquisitions through business combinations
(1)
|
|
3,208
|
|
|
5,515
|
|
||
Non-cash additions
|
|
7
|
|
|
18
|
|
||
Foreign currency translation
|
|
(1,287
|
)
|
|
126
|
|
||
Cost at end of year
|
|
$
|
12,515
|
|
|
$
|
10,470
|
|
|
(1)
|
See Note
6
, Acquisition of Businesses for additional information.
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Accumulated amortization at beginning of year
|
|
$
|
(576
|
)
|
|
$
|
(267
|
)
|
Amortization
|
|
(371
|
)
|
|
(289
|
)
|
||
Foreign currency translation
|
|
67
|
|
|
(20
|
)
|
||
Accumulated amortization at end of year
|
|
$
|
(880
|
)
|
|
$
|
(576
|
)
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Balance at beginning of the year
|
|
$
|
1,301
|
|
|
$
|
502
|
|
Acquisitions through business combinations
(1)
|
|
2,905
|
|
|
815
|
|
||
Foreign currency translation and other
|
|
(347
|
)
|
|
(16
|
)
|
||
Balance at end of the year
|
|
$
|
3,859
|
|
|
$
|
1,301
|
|
|
(1)
|
See Note
6
, Acquisition of Businesses for additional information.
|
US$ MILLIONS
|
2018
|
|
2017
|
||||
Balance at beginning of the year
|
$
|
192
|
|
|
$
|
154
|
|
Fair value adjustments
|
13
|
|
|
23
|
|
||
Foreign currency translation
|
(15
|
)
|
|
15
|
|
||
Balance at end of the year
|
$
|
190
|
|
|
$
|
192
|
|
Segment
|
|
Valuation technique
|
|
Significant unobservable inputs
|
|
Range of inputs
|
Transport
|
|
Direct Income Capitalization
|
|
Capitalization Rate
|
|
6% to 14%
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
Note
|
|
2018
|
|
2017
|
||||
Current:
|
|
|
|
|
|
|
||||
Accounts payable
(1)
|
|
|
|
$
|
463
|
|
|
$
|
246
|
|
Accrued & other liabilities
|
|
|
|
585
|
|
|
400
|
|
||
Deferred revenue
|
|
(i)
|
|
154
|
|
|
159
|
|
||
Provisions
|
|
|
|
106
|
|
|
59
|
|
||
Total current
|
|
|
|
$
|
1,308
|
|
|
$
|
864
|
|
|
|
|
|
|
|
|
||||
Non-current:
|
|
|
|
|
|
|
||||
Deferred revenue
|
|
(i)
|
|
$
|
323
|
|
|
$
|
300
|
|
Pension liabilities
(2)
|
|
|
|
81
|
|
|
100
|
|
||
Provisions
|
|
|
|
148
|
|
|
95
|
|
||
Other liabilities
|
|
|
|
225
|
|
|
298
|
|
||
Total non-current
|
|
|
|
$
|
777
|
|
|
$
|
793
|
|
|
(1)
|
The average credit period on purchases of goods and services is
30
days. No interest is incurred on trade creditors. Brookfield Infrastructure has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
|
(2)
|
See Note
31
, Retirement Benefit Plans for further details.
|
(i)
|
Deferred revenue
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Current:
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
16
|
|
|
$
|
150
|
|
Other financial liabilities
|
|
108
|
|
|
87
|
|
||
Total current financial liabilities
|
|
$
|
124
|
|
|
$
|
237
|
|
|
|
|
|
|
||||
Non-current:
|
|
|
|
|
||||
Deferred consideration
(1)
|
|
$
|
953
|
|
|
$
|
916
|
|
Interest rate swaps
|
|
100
|
|
|
9
|
|
||
Inflation swaps
|
|
78
|
|
|
84
|
|
||
Other financial liabilities
|
|
25
|
|
|
67
|
|
||
Total non-current financial liabilities
|
|
$
|
1,156
|
|
|
$
|
1,076
|
|
|
(1)
|
The deferred consideration is related to the acquisitions completed during 2017 and 2018. See Note
6
, Acquisition of Businesses for further details.
|
(a)
|
Corporate Borrowings
|
|
|
Maturity
|
|
Annual Rate
|
|
Currency
|
|
2018
|
|
2017
|
||||
Corporate revolving credit facility
|
|
June 30, 2023
|
|
LIBOR plus 1.2%
|
|
US$
|
|
510
|
|
|
789
|
|
||
Medium Term Notes
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||
Current:
|
|
|
|
|
|
|
|
|
|
|
||||
Public - Canadian
|
|
October 30, 2018
|
|
3.0%
|
|
C$
|
|
—
|
|
|
99
|
|
||
Non-Current:
|
|
|
|
|
|
|
|
|
|
|
||||
Public - Canadian
|
|
October 30, 2020
|
|
3.5%
|
|
C$
|
|
275
|
|
|
298
|
|
||
Public - Canadian
|
|
March 11, 2022
|
|
3.5%
|
|
C$
|
|
330
|
|
|
358
|
|
||
Public - Canadian
|
|
February 22, 2024
|
|
3.3%
|
|
C$
|
|
220
|
|
|
239
|
|
||
Public - Canadian
|
|
February 22, 2024
|
|
3.3%
|
|
C$
|
|
293
|
|
|
318
|
|
||
Public - Canadian
|
|
September 11, 2028
|
|
4.2%
|
|
C$
|
|
365
|
|
|
—
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
1,993
|
|
|
$
|
2,101
|
|
|
(1)
|
See Note
20
, Subsidiary Public Issuers for further details.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(b)
|
Non-Recourse Borrowings
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Current
|
|
$
|
985
|
|
|
$
|
364
|
|
Non-current
|
|
12,128
|
|
|
7,699
|
|
||
Total
|
|
$
|
13,113
|
|
|
$
|
8,063
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data Infrastructure
|
|
Total
|
||||||||||
2019
|
|
98
|
|
|
233
|
|
|
82
|
|
|
583
|
|
|
996
|
|
|||||
2020
|
|
348
|
|
|
205
|
|
|
247
|
|
|
6
|
|
|
806
|
|
|||||
2021
|
|
501
|
|
|
307
|
|
|
11
|
|
|
16
|
|
|
835
|
|
|||||
2022
|
|
205
|
|
|
340
|
|
|
211
|
|
|
6
|
|
|
762
|
|
|||||
2023
|
|
2,252
|
|
|
340
|
|
|
925
|
|
|
6
|
|
|
3,523
|
|
|||||
Thereafter
|
|
2,008
|
|
|
2,023
|
|
|
1,733
|
|
|
520
|
|
|
6,284
|
|
|||||
Total Principal repayments
|
|
5,412
|
|
|
3,448
|
|
|
3,209
|
|
|
1,137
|
|
|
13,206
|
|
|||||
Deferred financing costs and other
|
|
(15
|
)
|
|
(4
|
)
|
|
(54
|
)
|
|
(20
|
)
|
|
(93
|
)
|
|||||
Total - Dec. 31, 2018
|
|
$
|
5,397
|
|
|
$
|
3,444
|
|
|
$
|
3,155
|
|
|
$
|
1,117
|
|
|
$
|
13,113
|
|
Total - Dec. 31, 2017
|
|
$
|
3,649
|
|
|
$
|
3,257
|
|
|
$
|
1,157
|
|
|
$
|
—
|
|
|
$
|
8,063
|
|
US$ MILLIONS
|
|
Utilities
|
|
Transport
|
|
Energy
|
|
Data Infrastructure
|
|
Total
|
|||||
Dec. 31, 2018
|
|
4
|
%
|
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
|
5
|
%
|
Dec. 31, 2017
|
|
4
|
%
|
|
5
|
%
|
|
5
|
%
|
|
—
|
|
|
5
|
%
|
US$ MILLIONS, except as noted
|
|
Dec. 31, 2018
|
|
Local Currency
|
|
|
Dec. 31, 2017
|
|
Local Currency
|
|
|||||||||
U.S. dollars
|
|
$
|
5,317
|
|
|
USD
|
|
5,317
|
|
|
$
|
3,087
|
|
|
USD
|
|
$
|
3,087
|
|
British pounds
|
|
1,847
|
|
|
GBP
|
|
1,447
|
|
|
1,735
|
|
|
GBP
|
|
1,283
|
|
|||
Canadian dollars
|
|
1,388
|
|
|
CAD
|
|
1,893
|
|
|
397
|
|
|
CAD
|
|
499
|
|
|||
Brazilian real
|
|
1,342
|
|
|
BRL
|
|
5,200
|
|
|
—
|
|
|
BRL
|
|
—
|
|
|||
Australian dollars
|
|
925
|
|
|
AUD
|
|
1,312
|
|
|
1,013
|
|
|
AUD
|
|
1,297
|
|
|||
Chilean Unidad de Fomento
(1)
|
|
837
|
|
|
UF
|
|
21
|
|
|
960
|
|
|
UF
|
|
22
|
|
|||
Indian rupees
|
|
565
|
|
|
INR
|
|
39,236
|
|
|
186
|
|
|
INR
|
|
11,847
|
|
|||
Colombian pesos
|
|
411
|
|
|
COP
|
|
1,337,497
|
|
|
184
|
|
|
COP
|
|
549,384
|
|
|||
Peruvian soles
|
|
441
|
|
|
PEN
|
|
1,486
|
|
|
458
|
|
|
PEN
|
|
1,483
|
|
|||
New Zealand dollars
|
|
40
|
|
|
NZD
|
|
60
|
|
|
43
|
|
|
NZD
|
|
61
|
|
|
(1)
|
Chilean Unidad de Fomento is an inflation adjusted unit of account indexed to the Chilean Peso.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(c)
|
Supplemental Information
|
US$ MILLIONS
|
|
2017
|
|
Cash Flows
|
|
Acquisitions
|
|
Foreign Exchange Movement
|
|
2018
|
||||||||||
Corporate borrowings
|
|
$
|
2,101
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(112
|
)
|
|
$
|
1,993
|
|
Non-recourse borrowings
|
|
8,063
|
|
|
3,951
|
|
|
1,484
|
|
|
(385
|
)
|
|
13,113
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
For the year ended December 31, 2018
US$ MILLIONS |
|
Our partnership
(2)
|
|
The Fincos
|
|
BIPIC
|
|
Subsidiaries of our
partnership other
than the Fincos and BIPIC
(3)
|
|
Consolidating
adjustments
(4)
|
|
Our partnership
consolidated
|
||||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,652
|
|
|
$
|
4,652
|
|
Net income attributable to partnership
(1)
|
|
192
|
|
|
—
|
|
|
—
|
|
|
410
|
|
|
(192
|
)
|
|
410
|
|
||||||
For the year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,535
|
|
|
$
|
3,535
|
|
Net income attributable to partnership
(1)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
(11
|
)
|
|
125
|
|
||||||
For the year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,115
|
|
|
$
|
2,115
|
|
Net income attributable to partnership
(1)
|
|
285
|
|
|
—
|
|
|
—
|
|
|
487
|
|
|
(285
|
)
|
|
487
|
|
||||||
As at December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,276
|
|
|
$
|
2,276
|
|
Non-current assets
|
|
5,449
|
|
|
—
|
|
|
568
|
|
|
8,281
|
|
|
20,006
|
|
|
34,304
|
|
||||||
Current liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,417
|
|
|
2,417
|
|
||||||
Non-current liabilities
|
|
—
|
|
|
1,483
|
|
|
—
|
|
|
—
|
|
|
18,012
|
|
|
19,495
|
|
||||||
Non-controlling interests—Redeemable Partnership Units held by Brookfield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,823
|
|
|
1,823
|
|
||||||
Non-controlling interests—Exchange LP Units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
71
|
|
||||||
Non-controlling interests—in operating subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,303
|
|
|
7,303
|
|
||||||
Preferred unitholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
936
|
|
|
936
|
|
||||||
As at December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,512
|
|
|
$
|
1,512
|
|
Non-current assets
|
|
5,514
|
|
|
—
|
|
|
—
|
|
|
5,987
|
|
|
16,464
|
|
|
27,965
|
|
||||||
Current liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,564
|
|
|
1,564
|
|
||||||
Non-current liabilities
|
|
—
|
|
|
1,313
|
|
|
—
|
|
|
—
|
|
|
13,126
|
|
|
14,439
|
|
||||||
Non-controlling interests—Redeemable Partnership Units held by Brookfield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,012
|
|
|
2,012
|
|
||||||
Non-controlling interests—in operating subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,875
|
|
|
5,875
|
|
||||||
Preferred unitholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
595
|
|
|
595
|
|
|
(1)
|
Includes net income attributable to non-controlling interest—Exchange LP Units and non-controlling interest—Redeemable Partnership Units held by Brookfield, general partner and limited partners.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(2)
|
Includes investments in all subsidiaries of our partnership under the equity method.
|
(3)
|
Includes investments in all subsidiaries of the Holding LP, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation and BIP Bermuda Holdings I Limited under the equity method.
|
(4)
|
Includes elimination of intercompany transactions and balances necessary to present our partnership on a consolidated basis.
|
US$ MILLIONS
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest on corporate facility
|
|
$
|
4
|
|
|
$
|
12
|
|
|
$
|
12
|
|
Interest on corporate debt
|
|
56
|
|
|
51
|
|
|
39
|
|
|||
Interest on non-recourse borrowings
|
|
483
|
|
|
361
|
|
|
338
|
|
|||
Other financing fees
|
|
12
|
|
|
4
|
|
|
3
|
|
|||
|
|
$
|
555
|
|
|
$
|
428
|
|
|
$
|
392
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
As of December 31, 2018
|
||||||||||||||||||||||
US$ MILLIONS
|
|
Current
Assets
|
|
Non-Current
Assets
|
|
Current
Liabilities
|
|
Non-Current
Liabilities
|
|
Non-Controlling
Interest in
Operating
Subsidiaries
|
|
Partnership
Capital
(1)
|
||||||||||||
Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.K. regulated distribution operation
|
|
$
|
131
|
|
|
$
|
3,844
|
|
|
$
|
248
|
|
|
$
|
2,452
|
|
|
$
|
247
|
|
|
$
|
1,028
|
|
Australian regulated terminal operation
|
|
34
|
|
|
2,074
|
|
|
27
|
|
|
1,943
|
|
|
45
|
|
|
93
|
|
||||||
Colombian regulated distribution operation
|
|
51
|
|
|
708
|
|
|
32
|
|
|
396
|
|
|
273
|
|
|
58
|
|
||||||
Brazilian regulated gas transmission operation
|
|
310
|
|
|
4,955
|
|
|
106
|
|
|
3,185
|
|
|
1,540
|
|
|
434
|
|
||||||
Colombian natural gas distribution operation
|
|
230
|
|
|
1,149
|
|
|
235
|
|
|
374
|
|
|
691
|
|
|
79
|
|
||||||
Transport
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.K. port operation
|
|
48
|
|
|
847
|
|
|
71
|
|
|
347
|
|
|
195
|
|
|
282
|
|
||||||
Australian port operation
|
|
141
|
|
|
593
|
|
|
239
|
|
|
59
|
|
|
319
|
|
|
117
|
|
||||||
Chilean toll roads
|
|
82
|
|
|
940
|
|
|
59
|
|
|
862
|
|
|
43
|
|
|
58
|
|
||||||
Peruvian toll roads
|
|
104
|
|
|
1,308
|
|
|
20
|
|
|
654
|
|
|
622
|
|
|
116
|
|
||||||
Indian toll roads
(2)
|
|
90
|
|
|
975
|
|
|
65
|
|
|
667
|
|
|
229
|
|
|
104
|
|
||||||
Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North American gas storage operation
|
|
281
|
|
|
1,273
|
|
|
155
|
|
|
566
|
|
|
515
|
|
|
318
|
|
||||||
Canadian district energy operation
|
|
25
|
|
|
754
|
|
|
32
|
|
|
387
|
|
|
269
|
|
|
91
|
|
||||||
U.S. district energy operation
|
|
42
|
|
|
834
|
|
|
26
|
|
|
681
|
|
|
90
|
|
|
79
|
|
||||||
Western Canadian natural gas gathering and processing operation
|
|
86
|
|
|
2,069
|
|
|
84
|
|
|
1,161
|
|
|
650
|
|
|
260
|
|
||||||
North American residential energy infrastructure operation
|
|
196
|
|
|
3,647
|
|
|
152
|
|
|
1,551
|
|
|
1,506
|
|
|
634
|
|
||||||
Data Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. data center operation
|
|
17
|
|
|
1,131
|
|
|
438
|
|
|
562
|
|
|
(12
|
)
|
|
160
|
|
||||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Holding LP and other
|
|
320
|
|
|
248
|
|
|
336
|
|
|
2,031
|
|
|
83
|
|
|
(1,882
|
)
|
||||||
Total
|
|
$
|
2,188
|
|
|
$
|
27,349
|
|
|
$
|
2,325
|
|
|
$
|
17,878
|
|
|
$
|
7,305
|
|
|
$
|
2,029
|
|
|
(1)
|
Attributable to non-controlling interest—Redeemable Partnership Units held by Brookfield, non-controlling interest—Exchange LP Units, general partner and limited partners.
|
(2)
|
Indian toll roads include our investments in BIF India Holdings Pte Ltd, Simhapuri Expressway Limited and Rayalseema Expressway Private Limited.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
As of December 31, 2017
|
||||||||||||||||||||||
US$ MILLIONS
|
|
Current
Assets
|
|
Non-Current
Assets
|
|
Current
Liabilities
|
|
Non-Current
Liabilities
|
|
Non-Controlling
Interest in
Operating
Subsidiaries
|
|
Partnership
Capital
(1)
|
||||||||||||
Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.K. regulated distribution operation
|
|
$
|
107
|
|
|
$
|
3,550
|
|
|
$
|
281
|
|
|
$
|
2,261
|
|
|
$
|
217
|
|
|
$
|
898
|
|
Australian regulated terminal operation
|
|
38
|
|
|
2,229
|
|
|
34
|
|
|
2,035
|
|
|
62
|
|
|
136
|
|
||||||
Colombian regulated distribution operation
|
|
68
|
|
|
764
|
|
|
26
|
|
|
438
|
|
|
302
|
|
|
66
|
|
||||||
Brazilian regulated gas transmission operation
|
|
322
|
|
|
5,990
|
|
|
73
|
|
|
2,015
|
|
|
3,081
|
|
|
1,143
|
|
||||||
Transport
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.K. port operation
|
|
44
|
|
|
880
|
|
|
133
|
|
|
353
|
|
|
179
|
|
|
259
|
|
||||||
Australian port operation
|
|
163
|
|
|
628
|
|
|
101
|
|
|
218
|
|
|
346
|
|
|
126
|
|
||||||
Chilean toll roads
|
|
84
|
|
|
1,116
|
|
|
59
|
|
|
989
|
|
|
75
|
|
|
77
|
|
||||||
Peruvian toll roads
|
|
101
|
|
|
1,356
|
|
|
18
|
|
|
674
|
|
|
644
|
|
|
121
|
|
||||||
Indian toll roads
|
|
58
|
|
|
256
|
|
|
30
|
|
|
185
|
|
|
60
|
|
|
39
|
|
||||||
Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North American gas storage
|
|
206
|
|
|
1,259
|
|
|
244
|
|
|
409
|
|
|
502
|
|
|
310
|
|
||||||
Canadian district energy operation
|
|
75
|
|
|
699
|
|
|
55
|
|
|
394
|
|
|
243
|
|
|
82
|
|
||||||
U.S. district energy operation
|
|
37
|
|
|
799
|
|
|
19
|
|
|
668
|
|
|
78
|
|
|
71
|
|
||||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Holding LP and other
|
|
127
|
|
|
244
|
|
|
392
|
|
|
2,060
|
|
|
84
|
|
|
(2,165
|
)
|
||||||
Total
|
|
$
|
1,430
|
|
|
$
|
19,770
|
|
|
$
|
1,465
|
|
|
$
|
12,699
|
|
|
$
|
5,873
|
|
|
$
|
1,163
|
|
|
(1)
|
Attributable to non-controlling interest—Redeemable Partnership Units held by Brookfield, general partner and limited partners.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
Year ended December 31, 2018
|
||||||||||||||||||
|
|
|
|
Attributable to non-controlling interest
|
|
Attributable to
unitholders
|
||||||||||||||
US$ MILLIONS
|
|
Revenue
|
|
Net
Income
(loss)
|
|
Other
Comprehensive
Income (loss)
|
|
Net
Income
(loss)
|
|
Other
Comprehensive
Income (loss)
|
||||||||||
Utilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K. regulated distribution operation
|
|
$
|
449
|
|
|
$
|
22
|
|
|
$
|
19
|
|
|
$
|
99
|
|
|
$
|
86
|
|
Australian regulated terminal operation
|
|
307
|
|
|
14
|
|
|
(6
|
)
|
|
34
|
|
|
(16
|
)
|
|||||
Colombian regulated distribution operation
|
|
177
|
|
|
15
|
|
|
(11
|
)
|
|
3
|
|
|
(2
|
)
|
|||||
Brazilian regulated gas transmission operation
|
|
1,112
|
|
|
357
|
|
|
(469
|
)
|
|
139
|
|
|
(190
|
)
|
|||||
Colombian natural gas distribution operation
|
|
516
|
|
|
34
|
|
|
(91
|
)
|
|
7
|
|
|
(14
|
)
|
|||||
Transport
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K. port operation
|
|
205
|
|
|
12
|
|
|
3
|
|
|
19
|
|
|
4
|
|
|||||
Australian port operation
|
|
522
|
|
|
(6
|
)
|
|
(33
|
)
|
|
(3
|
)
|
|
(11
|
)
|
|||||
Chilean toll roads
|
|
168
|
|
|
(1
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|||||
Peruvian toll roads
|
|
92
|
|
|
3
|
|
|
(25
|
)
|
|
1
|
|
|
(5
|
)
|
|||||
Indian toll roads
(1)
|
|
61
|
|
|
(12
|
)
|
|
2
|
|
|
(6
|
)
|
|
(1
|
)
|
|||||
Energy
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North American gas storage operation
|
|
150
|
|
|
(16
|
)
|
|
22
|
|
|
(12
|
)
|
|
15
|
|
|||||
Canadian district energy operation
|
|
118
|
|
|
7
|
|
|
32
|
|
|
3
|
|
|
11
|
|
|||||
U.S. district energy operation
|
|
149
|
|
|
(13
|
)
|
|
35
|
|
|
(8
|
)
|
|
23
|
|
|||||
Western Canadian natural gas gathering and processing operation
|
|
61
|
|
|
3
|
|
|
(53
|
)
|
|
1
|
|
|
(21
|
)
|
|||||
North American residential energy infrastructure operation
|
|
191
|
|
|
4
|
|
|
(73
|
)
|
|
1
|
|
|
(30
|
)
|
|||||
Data Infrastructure
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. data center operation
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Holding LP and other
|
|
23
|
|
|
(26
|
)
|
|
(1
|
)
|
|
108
|
|
|
44
|
|
|||||
Total
|
|
$
|
4,301
|
|
|
$
|
397
|
|
|
$
|
(657
|
)
|
|
$
|
385
|
|
|
$
|
(114
|
)
|
|
(1)
|
Indian toll roads include our investments in BIF India Holdings Pte Ltd, Simhapuri Expressway Limited and Rayalseema Expressway Private Limited.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||
|
|
|
|
Attributable to non-controlling interest
|
|
Attributable to
unitholders
|
||||||||||||||
US$ MILLIONS
|
|
Revenue
|
|
Net
Income
(loss)
|
|
Other
Comprehensive
Income (loss)
|
|
Net
Income
(loss)
|
|
Other
Comprehensive
Income (loss)
|
||||||||||
Utilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K. regulated distribution operation
|
|
$
|
385
|
|
|
$
|
21
|
|
|
$
|
29
|
|
|
$
|
114
|
|
|
$
|
118
|
|
Australian regulated terminal operation
|
|
301
|
|
|
15
|
|
|
3
|
|
|
35
|
|
|
7
|
|
|||||
Colombian regulated distribution operation
|
|
161
|
|
|
12
|
|
|
38
|
|
|
2
|
|
|
7
|
|
|||||
Brazilian regulated gas transmission operation
|
|
938
|
|
|
349
|
|
|
(160
|
)
|
|
146
|
|
|
(72
|
)
|
|||||
Transport
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K. port operation
|
|
180
|
|
|
8
|
|
|
21
|
|
|
22
|
|
|
29
|
|
|||||
Australian port operation
|
|
501
|
|
|
(7
|
)
|
|
28
|
|
|
(3
|
)
|
|
9
|
|
|||||
Chilean toll roads
|
|
154
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
8
|
|
|||||
Peruvian toll roads
|
|
103
|
|
|
12
|
|
|
22
|
|
|
2
|
|
|
5
|
|
|||||
Indian toll roads
|
|
57
|
|
|
(2
|
)
|
|
4
|
|
|
(1
|
)
|
|
3
|
|
|||||
Energy
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North American gas storage operation
|
|
149
|
|
|
30
|
|
|
74
|
|
|
18
|
|
|
47
|
|
|||||
Canadian district energy operation
|
|
95
|
|
|
(2
|
)
|
|
39
|
|
|
—
|
|
|
13
|
|
|||||
U.S. district energy operation
|
|
131
|
|
|
10
|
|
|
40
|
|
|
7
|
|
|
26
|
|
|||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Holding LP and other
|
|
22
|
|
|
(3
|
)
|
|
1
|
|
|
(349
|
)
|
|
(410
|
)
|
|||||
Total
|
|
$
|
3,177
|
|
|
$
|
443
|
|
|
$
|
146
|
|
|
$
|
(7
|
)
|
|
$
|
(210
|
)
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
Year ended December 31, 2016
|
||||||||||||||||||
|
|
|
|
Attributable to non-controlling interest
|
|
Attributable to
unitholders
|
||||||||||||||
US$ MILLIONS
|
|
Revenue
|
|
Net
Income
|
|
Other
Comprehensive
Income (loss)
|
|
Net
Income
(loss)
|
|
Other
Comprehensive
Income (loss)
|
||||||||||
Utilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K. regulated distribution operation
|
|
$
|
347
|
|
|
$
|
12
|
|
|
$
|
(14
|
)
|
|
$
|
79
|
|
|
$
|
(55
|
)
|
Australian regulated terminal operation
|
|
299
|
|
|
15
|
|
|
(5
|
)
|
|
46
|
|
|
(12
|
)
|
|||||
Colombian regulated distribution operation
|
|
150
|
|
|
10
|
|
|
45
|
|
|
2
|
|
|
10
|
|
|||||
Transport
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.K. port operation
|
|
178
|
|
|
11
|
|
|
(37
|
)
|
|
20
|
|
|
(52
|
)
|
|||||
Australian port operation
|
|
182
|
|
|
(18
|
)
|
|
(24
|
)
|
|
(7
|
)
|
|
(8
|
)
|
|||||
Chilean toll roads
|
|
127
|
|
|
(9
|
)
|
|
7
|
|
|
(10
|
)
|
|
8
|
|
|||||
Brazilian toll roads
|
|
—
|
|
|
6
|
|
|
38
|
|
|
5
|
|
|
25
|
|
|||||
Peruvian toll roads
|
|
97
|
|
|
(8
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||||
Indian toll roads
|
|
39
|
|
|
(3
|
)
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|||||
Energy
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North American gas storage operation
|
|
100
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Canadian district energy operation
|
|
79
|
|
|
(1
|
)
|
|
31
|
|
|
1
|
|
|
11
|
|
|||||
U.S. district energy operation
|
|
111
|
|
|
(6
|
)
|
|
31
|
|
|
—
|
|
|
20
|
|
|||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Holding LP and other
|
|
15
|
|
|
31
|
|
|
1
|
|
|
31
|
|
|
180
|
|
|||||
Total
|
|
$
|
1,724
|
|
|
$
|
41
|
|
|
$
|
67
|
|
|
$
|
163
|
|
|
$
|
126
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
Cash Flow Activities
|
||||||||||||||||||||||
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
||||||||||||||||||||
US$ MILLIONS
|
|
Operating
|
|
Investing
|
|
Financing
|
|
Operating
|
|
Investing
|
|
Financing
|
||||||||||||
Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.K. regulated distribution operation
|
|
$
|
226
|
|
|
$
|
(413
|
)
|
|
$
|
179
|
|
|
$
|
220
|
|
|
$
|
(343
|
)
|
|
$
|
129
|
|
Australian regulated terminal operation
|
|
85
|
|
|
(21
|
)
|
|
(63
|
)
|
|
96
|
|
|
(9
|
)
|
|
(87
|
)
|
||||||
Colombian regulated distribution operation
|
|
11
|
|
|
(26
|
)
|
|
—
|
|
|
7
|
|
|
(22
|
)
|
|
26
|
|
||||||
Brazilian regulated gas transmission operation
|
|
868
|
|
|
(26
|
)
|
|
(792
|
)
|
|
819
|
|
|
83
|
|
|
(839
|
)
|
||||||
Colombian natural gas distribution operation
|
|
94
|
|
|
(217
|
)
|
|
205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Transport
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.K. port operation
|
|
27
|
|
|
(17
|
)
|
|
(8
|
)
|
|
46
|
|
|
(40
|
)
|
|
(10
|
)
|
||||||
Australian port operation
|
|
42
|
|
|
(68
|
)
|
|
22
|
|
|
37
|
|
|
(39
|
)
|
|
12
|
|
||||||
Chilean toll roads
|
|
74
|
|
|
(1
|
)
|
|
(82
|
)
|
|
56
|
|
|
(5
|
)
|
|
(88
|
)
|
||||||
Peruvian toll roads
|
|
91
|
|
|
(33
|
)
|
|
—
|
|
|
46
|
|
|
(67
|
)
|
|
—
|
|
||||||
Indian toll roads
(1)
|
|
18
|
|
|
(184
|
)
|
|
209
|
|
|
30
|
|
|
(7
|
)
|
|
(22
|
)
|
||||||
Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North American gas storage operation
|
|
—
|
|
|
(8
|
)
|
|
7
|
|
|
55
|
|
|
(9
|
)
|
|
(76
|
)
|
||||||
Canadian district energy operation
|
|
39
|
|
|
(42
|
)
|
|
(45
|
)
|
|
26
|
|
|
(82
|
)
|
|
102
|
|
||||||
U.S. district energy operation
|
|
24
|
|
|
(16
|
)
|
|
(18
|
)
|
|
24
|
|
|
8
|
|
|
(28
|
)
|
||||||
Western Canadian natural gas gathering and processing operation
|
|
48
|
|
|
(1,923
|
)
|
|
1,910
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
North American residential energy infrastructure operation
|
|
16
|
|
|
(2,182
|
)
|
|
2,188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Data Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. data center operation
|
|
(1
|
)
|
|
(1,103
|
)
|
|
1,118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Holding LP and other
|
|
(417
|
)
|
|
794
|
|
|
(379
|
)
|
|
(98
|
)
|
|
(5,089
|
)
|
|
4,721
|
|
||||||
Total
|
|
$
|
1,245
|
|
|
$
|
(5,486
|
)
|
|
$
|
4,451
|
|
|
$
|
1,364
|
|
|
$
|
(5,621
|
)
|
|
$
|
3,840
|
|
|
(1)
|
Indian toll roads include our investments in BIF India Holdings Pte Ltd, Simhapuri Expressway Limited and Rayalseema Expressway Private Limited.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
Cash Flow Activities
|
||||||||||
|
|
Year ended December 31, 2016
|
||||||||||
US$ MILLIONS
|
|
Operating
|
|
Investing
|
|
Financing
|
||||||
Utilities
|
|
|
|
|
|
|
||||||
U.K. regulated distribution operation
|
|
$
|
244
|
|
|
$
|
(487
|
)
|
|
$
|
245
|
|
Australian regulated terminal operation
|
|
128
|
|
|
(22
|
)
|
|
(106
|
)
|
|||
Colombian regulated distribution operation
|
|
17
|
|
|
(18
|
)
|
|
—
|
|
|||
Transport
|
|
|
|
|
|
|
||||||
U.K. port operation
|
|
33
|
|
|
(24
|
)
|
|
(14
|
)
|
|||
Australian port operation
|
|
7
|
|
|
(99
|
)
|
|
154
|
|
|||
Chilean toll roads
|
|
63
|
|
|
(1
|
)
|
|
(99
|
)
|
|||
Brazilian toll roads
|
|
2
|
|
|
(70
|
)
|
|
70
|
|
|||
Peruvian toll roads
|
|
29
|
|
|
25
|
|
|
1
|
|
|||
Indian toll roads
|
|
(7
|
)
|
|
28
|
|
|
(10
|
)
|
|||
Energy
|
|
|
|
|
|
|
||||||
North American gas storage operation
|
|
(12
|
)
|
|
6
|
|
|
46
|
|
|||
Canadian district energy operation
|
|
27
|
|
|
(18
|
)
|
|
(13
|
)
|
|||
U.S. district energy operation
|
|
26
|
|
|
(33
|
)
|
|
9
|
|
|||
Corporate
|
|
|
|
|
|
|
||||||
Holding LP and other
|
|
124
|
|
|
(282
|
)
|
|
618
|
|
|||
Total
|
|
$
|
681
|
|
|
$
|
(995
|
)
|
|
$
|
901
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(a)
|
Deferred Income Tax Balances
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
Recognized in
|
|
|
||||||||||||||||||
US$ MILLIONS
|
|
Jan. 1, 2018
|
|
Net
Income
|
|
Other
Comprehensive
Income
|
|
Other
(1)
|
|
Acquisitions
(Dispositions)
|
|
Dec. 31, 2018
|
||||||||||||
Deferred income tax assets related to non-capital losses and capital losses
|
|
$
|
361
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
38
|
|
|
$
|
394
|
|
Deferred income tax liabilities related to differences in tax and book basis, net
|
|
(3,144
|
)
|
|
(33
|
)
|
|
(97
|
)
|
|
266
|
|
|
(732
|
)
|
|
(3,740
|
)
|
||||||
Net deferred income tax liabilities
|
|
$
|
(2,783
|
)
|
|
$
|
(46
|
)
|
|
$
|
(97
|
)
|
|
$
|
274
|
|
|
$
|
(694
|
)
|
|
$
|
(3,346
|
)
|
|
|
|
|
Recognized in
|
|
|
||||||||||||||||||
US$ MILLIONS
|
|
Jan. 1, 2017
|
|
Net
Income
|
|
Other
Comprehensive
Income
|
|
Other
(1)
|
|
Acquisitions
(Dispositions)
|
|
Dec. 31, 2017
|
||||||||||||
Deferred income tax assets related to non-capital losses and capital losses
|
|
$
|
357
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
361
|
|
Deferred income tax liabilities related to differences in tax and book basis, net
|
|
(1,895
|
)
|
|
(48
|
)
|
|
(200
|
)
|
|
(71
|
)
|
|
(930
|
)
|
|
(3,144
|
)
|
||||||
Net deferred income tax liabilities
|
|
$
|
(1,538
|
)
|
|
$
|
(67
|
)
|
|
$
|
(200
|
)
|
|
$
|
(48
|
)
|
|
$
|
(930
|
)
|
|
$
|
(2,783
|
)
|
|
(1)
|
Other items relates to foreign exchange as deferred income taxes are calculated based on the functional currency of each operating entity.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(b)
|
Income Tax Recognized in Profit or Loss
|
(c)
|
Income Tax Recognized Directly in Other Comprehensive Income
|
US$ MILLIONS
|
|
2018
|
|
2017
|
|
2016
|
||||||
Deferred income tax arising on income and expenses recognized in other comprehensive income:
|
|
|
|
|
|
|
||||||
Revaluation of property, plant and equipment
|
|
$
|
(95
|
)
|
|
$
|
(204
|
)
|
|
$
|
(90
|
)
|
Cash flow hedges
|
|
3
|
|
|
8
|
|
|
8
|
|
|||
Other
|
|
(5
|
)
|
|
(4
|
)
|
|
7
|
|
|||
Total income tax expense recognized directly in other comprehensive income
|
|
$
|
(97
|
)
|
|
$
|
(200
|
)
|
|
$
|
(75
|
)
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(a)
|
Special and Limited Partnership Capital
|
|
|
Special General
Partner Units
|
|
Limited
Partnership Units
|
|
Total
|
|||||||||||||||||||||
UNITS MILLIONS
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Opening balance
|
|
1.6
|
|
|
1.6
|
|
|
1.6
|
|
|
276.6
|
|
|
259.4
|
|
|
243.2
|
|
|
278.2
|
|
|
261.0
|
|
|
244.8
|
|
Issued for cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
17.2
|
|
|
16.4
|
|
|
0.3
|
|
|
17.2
|
|
|
16.4
|
|
Conversion from Exchange LP Units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
Repurchased and cancelled
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(0.2
|
)
|
Ending balance
|
|
1.6
|
|
|
1.6
|
|
|
1.6
|
|
|
277.3
|
|
|
276.6
|
|
|
259.4
|
|
|
278.9
|
|
|
278.2
|
|
|
261.0
|
|
|
|
Special General
Partner
|
|
Limited Partners
|
|
Total
|
||||||||||||||||||||||||||||||
US$ MILLIONS
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Opening balance
|
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
4,907
|
|
|
$
|
4,215
|
|
|
$
|
3,716
|
|
|
$
|
4,926
|
|
|
$
|
4,234
|
|
|
$
|
3,735
|
|
Unit issuance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
692
|
|
|
505
|
|
|
14
|
|
|
692
|
|
|
505
|
|
|||||||||
Conversion from Exchange LP Units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|||||||||
Repurchased and cancelled
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(6
|
)
|
|
(30
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||||
Ending balance
|
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
4,911
|
|
|
$
|
4,907
|
|
|
$
|
4,215
|
|
|
$
|
4,930
|
|
|
$
|
4,926
|
|
|
$
|
4,234
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(b)
|
Non-controlling interest—Redeemable Partnership Units held by Brookfield
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(d)
|
Preferred Unitholders’ Capital
|
|
|
Preferred Units
|
|||||||
UNITS MILLIONS
|
|
2018
|
|
2017
|
|
2016
|
|||
Opening balance
|
|
32.0
|
|
|
20.0
|
|
|
10.0
|
|
Issued for cash
|
|
18.0
|
|
|
12.0
|
|
|
10.0
|
|
Repurchased and cancelled
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
Ending balance
|
|
49.9
|
|
|
32.0
|
|
|
20.0
|
|
|
|
Preferred Units
|
||||||||||
US$ MILLIONS
|
|
2018
|
|
2017
|
|
2016
|
||||||
Opening balance
|
|
$
|
595
|
|
|
$
|
375
|
|
|
$
|
189
|
|
Unit issuance
|
|
342
|
|
|
220
|
|
|
186
|
|
|||
Repurchased and cancelled
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
|
$
|
936
|
|
|
$
|
595
|
|
|
$
|
375
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(a)
|
Attributable to Limited Partners’
|
US$ MILLIONS
|
|
Revaluation
Surplus
|
|
Foreign
Currency
Translation
|
|
Net
Investment
Hedges
|
|
Cash Flow
Hedges
|
|
Marketable
Securities
|
|
Unrealized
Actuarial
Losses
|
|
Equity
accounted
investments
|
|
Accumulated
Other
Comprehensive
Income
|
||||||||||||||||
Balance at December 31, 2016
|
|
$
|
957
|
|
|
$
|
(891
|
)
|
|
$
|
215
|
|
|
$
|
(130
|
)
|
|
$
|
(4
|
)
|
|
$
|
(30
|
)
|
|
$
|
619
|
|
|
$
|
736
|
|
Other comprehensive income (loss)
|
|
19
|
|
|
56
|
|
|
(187
|
)
|
|
104
|
|
|
4
|
|
|
3
|
|
|
129
|
|
|
128
|
|
||||||||
Balance at December 31, 2017
|
|
$
|
976
|
|
|
$
|
(835
|
)
|
|
$
|
28
|
|
|
$
|
(26
|
)
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
748
|
|
|
$
|
864
|
|
Other comprehensive income (loss)
(1)
|
|
141
|
|
|
(501
|
)
|
|
67
|
|
|
(70
|
)
|
|
(33
|
)
|
|
9
|
|
|
182
|
|
|
(205
|
)
|
||||||||
Other items
(1)
|
|
(450
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(450
|
)
|
||||||||
Balance at December 31, 2018
|
|
$
|
667
|
|
|
$
|
(1,336
|
)
|
|
$
|
95
|
|
|
$
|
(96
|
)
|
|
$
|
(33
|
)
|
|
$
|
(18
|
)
|
|
$
|
930
|
|
|
$
|
209
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(b)
|
Attributable to General Partner
|
US$ MILLIONS
|
|
Revaluation
Surplus
|
|
Foreign
Currency
Translation
|
|
Net
Investment
Hedges
|
|
Cash Flow
Hedges
|
|
Marketable Securities
|
|
Unrealized
Actuarial
Losses
|
|
Equity
accounted
investments
|
|
Accumulated
Other
Comprehensive
Income
|
||||||||||||||||
Balance at December 31, 2016
|
|
$
|
7
|
|
|
$
|
(5
|
)
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
7
|
|
Other comprehensive (loss) income
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
||||||||
Balance at December 31, 2017
|
|
$
|
7
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
6
|
|
Other comprehensive income (loss)
(1)
|
|
1
|
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Other items
(1)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||||
Balance at December 31, 2018
|
|
$
|
5
|
|
|
$
|
(9
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
3
|
|
(c)
|
Attributable to Non-controlling interest—Redeemable Partnership Units held by Brookfield
|
US$ MILLIONS
|
|
Revaluation
Surplus
|
|
Foreign
Currency
Translation
|
|
Net
Investment
Hedges
|
|
Cash Flow
Hedges
|
|
Marketable
Securities
|
|
Unrealized
Actuarial
Losses
|
|
Equity
accounted
investments
|
|
Accumulated
Other
Comprehensive
Income
|
||||||||||||||||
Balance at December 31, 2016
|
|
$
|
417
|
|
|
$
|
(365
|
)
|
|
$
|
88
|
|
|
$
|
(58
|
)
|
|
$
|
(3
|
)
|
|
$
|
(9
|
)
|
|
$
|
261
|
|
|
$
|
331
|
|
Other comprehensive income (loss)
|
|
8
|
|
|
26
|
|
|
(77
|
)
|
|
44
|
|
|
1
|
|
|
1
|
|
|
53
|
|
|
56
|
|
||||||||
Balance at December 31, 2017
|
|
$
|
425
|
|
|
$
|
(339
|
)
|
|
$
|
11
|
|
|
$
|
(14
|
)
|
|
$
|
(2
|
)
|
|
$
|
(8
|
)
|
|
$
|
314
|
|
|
$
|
387
|
|
Other comprehensive income (loss)
(1)
|
|
59
|
|
|
(213
|
)
|
|
29
|
|
|
(29
|
)
|
|
(14
|
)
|
|
4
|
|
|
77
|
|
|
(87
|
)
|
||||||||
Other items
(1)
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
||||||||
Balance at December 31, 2018
|
|
$
|
296
|
|
|
$
|
(552
|
)
|
|
$
|
40
|
|
|
$
|
(43
|
)
|
|
$
|
(16
|
)
|
|
$
|
(4
|
)
|
|
$
|
391
|
|
|
$
|
112
|
|
US$ MILLIONS
|
|
Revaluation
Surplus
|
|
Foreign
Currency
Translation
|
|
Net
Investment
Hedges
|
|
Cash Flow
Hedges
|
|
Marketable
Securities
|
|
Unrealized
Actuarial
Losses
|
|
Equity
accounted
investments
|
|
Accumulated
Other
Comprehensive
Income
|
||||||||||||||||
Balance at December 31, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income (loss)
|
|
2
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
4
|
|
||||||||
Balance at December 31, 2018
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
(1)
|
In relation to the sale of our Chilean electricity transmission business,
$641 million
of revaluation surplus previously recognized within accumulated other comprehensive income was reclassified directly to retained earnings in the Consolidated Statements of Partnership Capital. Additionally,
$127 million
of deferred tax expense previously recognized within accumulated other comprehensive income was reclassified as current income tax expense within accumulated other comprehensive income.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Plan assets
|
|
$
|
287
|
|
|
$
|
228
|
|
Less accrued benefit obligation
|
|
(368
|
)
|
|
(328
|
)
|
||
Accrued benefit liability
(1)
|
|
$
|
(81
|
)
|
|
$
|
(100
|
)
|
|
(1)
|
Presented within ‘Accounts payable and other’ of the consolidated statements of financial position.
|
a)
|
Transactions with the immediate parent
|
b)
|
Transactions with other related parties
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
|
Note
|
|
2018
|
|
2017
|
||||
Foreign exchange contracts
|
|
(a)
|
|
$
|
3,482
|
|
|
$
|
3,816
|
|
Interest rates swaps and other
|
|
(b)
|
|
6,484
|
|
|
5,013
|
|
||
|
|
|
|
$
|
9,966
|
|
|
$
|
8,829
|
|
US$ MILLIONS
|
|
Unrealized Gains
on Derivative
Financial Assets
|
|
Unrealized Losses
on Derivative
Financial Liabilities
|
|
Net Change During 2018
|
|
Net Change During 2017
|
||||||||
Foreign exchange derivatives
|
|
$
|
182
|
|
|
$
|
173
|
|
|
$
|
355
|
|
|
$
|
(305
|
)
|
Interest rate derivative
|
|
40
|
|
|
(182
|
)
|
|
(142
|
)
|
|
63
|
|
||||
|
|
$
|
222
|
|
|
$
|
(9
|
)
|
|
$
|
213
|
|
|
$
|
(242
|
)
|
(a)
|
Foreign Exchange
|
(b)
|
Interest Rates
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
2018
|
|
2017
|
||||||||||||||||
US$ MILLIONS
|
|
< 1 year
|
|
1 to 5 years
|
|
> 5 years
|
|
Total Notional
Amount
|
|
Total Notional
Amount
|
||||||||||
Fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange derivatives
|
|
$
|
742
|
|
|
$
|
1,026
|
|
|
$
|
—
|
|
|
$
|
1,768
|
|
|
$
|
1,447
|
|
Interest rate derivatives
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate and cross currency interest rate swaps
|
|
247
|
|
|
—
|
|
|
53
|
|
|
300
|
|
|
816
|
|
|||||
Inflation linked swaps
|
|
—
|
|
|
—
|
|
|
160
|
|
|
160
|
|
|
170
|
|
|||||
|
|
$
|
989
|
|
|
$
|
1,026
|
|
|
$
|
213
|
|
|
$
|
2,228
|
|
|
$
|
2,433
|
|
Elected for hedge accounting
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange derivatives
|
|
$
|
1,590
|
|
|
$
|
124
|
|
|
$
|
—
|
|
|
$
|
1,714
|
|
|
$
|
2,369
|
|
Interest rate derivatives
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate and cross currency interest rate swaps
|
|
15
|
|
|
3,858
|
|
|
2,151
|
|
|
6,024
|
|
|
4,027
|
|
|||||
|
|
$
|
1,605
|
|
|
$
|
3,982
|
|
|
$
|
2,151
|
|
|
$
|
7,738
|
|
|
$
|
6,396
|
|
|
|
2018
|
|
2017
|
||||||||||||||||||||
AS AT AND FOR THE YEARS ENDED (MILLIONS)
|
|
Notional
|
|
Effective
Portion
|
|
Ineffective
Portion
|
|
Notional
|
|
Effective
Portion
|
|
Ineffective
Portion
|
||||||||||||
Cash flow hedges
|
|
$
|
6,024
|
|
|
$
|
(101
|
)
|
|
$
|
(1
|
)
|
|
$
|
4,027
|
|
|
$
|
15
|
|
|
$
|
—
|
|
Net investment hedges
|
|
1,714
|
|
|
189
|
|
|
9
|
|
|
2,369
|
|
|
(197
|
)
|
|
—
|
|
||||||
|
|
$
|
7,738
|
|
|
$
|
88
|
|
|
$
|
8
|
|
|
$
|
6,396
|
|
|
$
|
(182
|
)
|
|
$
|
—
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(a)
|
Liquidity Risk Management
|
US$ MILLIONS
|
|
2018
|
|
2017
|
||||
Corporate borrowings
|
|
$
|
1,993
|
|
|
$
|
2,101
|
|
Non-recourse borrowings
|
|
13,113
|
|
|
8,063
|
|
||
Subsidiary and corporate borrowings
|
|
15,106
|
|
|
10,164
|
|
||
Preferred shares
|
|
20
|
|
|
20
|
|
||
Cash and cash equivalents
(1)
|
|
(713
|
)
|
|
(459
|
)
|
||
Net debt
|
|
14,413
|
|
|
9,725
|
|
||
Total partnership capital
|
|
14,668
|
|
|
13,474
|
|
||
Total capital and net debt
|
|
$
|
29,081
|
|
|
$
|
23,199
|
|
Net debt to capitalization ratio
|
|
50
|
%
|
|
42
|
%
|
|
(1)
|
Includes marketable securities.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
(1)
|
|
2018
|
|
2017
|
||||
Corporate cash and financial assets
|
|
$
|
238
|
|
|
$
|
205
|
|
Availability under committed credit facilities
|
|
2,475
|
|
|
2,475
|
|
||
Draws on credit facility
|
|
(510
|
)
|
|
(789
|
)
|
||
Commitments under credit facility
|
|
(47
|
)
|
|
(106
|
)
|
||
Corporate liquidity
|
|
$
|
2,156
|
|
|
$
|
1,785
|
|
|
(1)
|
Corporate level only.
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
|
Less than
1 year
|
|
1-2 years
|
|
2-5 years
|
|
5+ years
|
|
Total
contractual
cash flows
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|||||||||||||||
US$ MILLIONS
|
|
|
|
|
|
|||||||||||||||
Accounts payable and other liabilities
|
|
$
|
1,048
|
|
|
$
|
48
|
|
|
$
|
36
|
|
|
$
|
220
|
|
|
$
|
1,352
|
|
Corporate borrowings
|
|
—
|
|
|
—
|
|
|
605
|
|
|
1,388
|
|
|
1,993
|
|
|||||
Non-recourse borrowings
|
|
995
|
|
|
794
|
|
|
5,127
|
|
|
6,290
|
|
|
13,206
|
|
|||||
Financial liabilities
|
|
124
|
|
|
26
|
|
|
1,037
|
|
|
93
|
|
|
1,280
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate borrowings
|
|
67
|
|
|
66
|
|
|
178
|
|
|
75
|
|
|
386
|
|
|||||
Non-Recourse borrowings
|
|
595
|
|
|
542
|
|
|
1,397
|
|
|
1,771
|
|
|
4,305
|
|
|
|
Less than
1 year
|
|
1-2 years
|
|
2-5 years
|
|
5+ years
|
|
Total
contractual
cash flows
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|||||||||||||||
US$ MILLIONS
|
|
|
|
|
|
|||||||||||||||
Accounts payable and other liabilities
|
|
$
|
646
|
|
|
$
|
45
|
|
|
$
|
59
|
|
|
$
|
293
|
|
|
$
|
1,043
|
|
Corporate borrowings
|
|
99
|
|
|
—
|
|
|
1,445
|
|
|
557
|
|
|
2,101
|
|
|||||
Non-recourse borrowings
|
|
372
|
|
|
571
|
|
|
2,043
|
|
|
5,101
|
|
|
8,087
|
|
|||||
Financial liabilities
|
|
237
|
|
|
58
|
|
|
930
|
|
|
88
|
|
|
1,313
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate borrowings
|
|
49
|
|
|
47
|
|
|
106
|
|
|
25
|
|
|
227
|
|
|||||
Non-recourse borrowings
|
|
381
|
|
|
348
|
|
|
864
|
|
|
1,343
|
|
|
2,936
|
|
(b)
|
Market Risk
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
•
|
Brookfield Infrastructure is not exposed to interest rate movements that could adversely impact its ability to meet financial obligations;
|
•
|
Earnings and distributions are not adversely affected;
|
•
|
Volatility of debt servicing costs is managed within acceptable parameters; and
|
•
|
All borrowing covenants under various borrowing facilities, including interest coverage ratios, are complied with.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
US$ MILLIONS
|
|
10 bp
decrease
|
|
10 bp
increase
|
|
10 bp
decrease
|
|
10 bp
increase
|
|
10 bp
decrease
|
|
10 bp
increase
|
||||||||||||
Net income (loss)
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
Other comprehensive (loss) income
|
|
(2
|
)
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
•
|
Brookfield Infrastructure leverages any natural hedges that may exist within its operations;
|
•
|
Brookfield Infrastructure utilizes local currency debt financing to the extent possible; and
|
•
|
Brookfield Infrastructure may utilize derivative contracts to the extent that natural hedges are insufficient.
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
US$ MILLIONS
|
|
USD
|
|
AUD
|
|
GBP
|
|
BRL
|
|
CLP
|
|
CAD
|
|
EUR
|
|
COP
|
|
PEN
|
|
INR
|
|
NZD & Other
|
|
Total
|
||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Current assets
|
|
$
|
695
|
|
|
$
|
245
|
|
|
$
|
185
|
|
|
$
|
310
|
|
|
$
|
82
|
|
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
279
|
|
|
$
|
104
|
|
|
$
|
90
|
|
|
$
|
28
|
|
|
$
|
2,276
|
|
Non-current assets
|
|
5,237
|
|
|
5,303
|
|
|
4,708
|
|
|
6,828
|
|
|
940
|
|
|
6,206
|
|
|
861
|
|
|
1,857
|
|
|
1,308
|
|
|
976
|
|
|
80
|
|
|
34,304
|
|
||||||||||||
|
|
$
|
5,932
|
|
|
$
|
5,548
|
|
|
$
|
4,893
|
|
|
$
|
7,138
|
|
|
$
|
1,022
|
|
|
$
|
6,464
|
|
|
$
|
861
|
|
|
$
|
2,136
|
|
|
$
|
1,412
|
|
|
$
|
1,066
|
|
|
$
|
108
|
|
|
$
|
36,580
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Current liabilities
|
|
$
|
1,031
|
|
|
$
|
316
|
|
|
$
|
320
|
|
|
$
|
106
|
|
|
$
|
60
|
|
|
$
|
187
|
|
|
$
|
—
|
|
|
$
|
262
|
|
|
$
|
20
|
|
|
$
|
65
|
|
|
$
|
50
|
|
|
$
|
2,417
|
|
Non-current liabilities
|
|
3,836
|
|
|
3,628
|
|
|
2,798
|
|
|
3,185
|
|
|
861
|
|
|
3,093
|
|
|
—
|
|
|
772
|
|
|
654
|
|
|
668
|
|
|
—
|
|
|
19,495
|
|
||||||||||||
|
|
4,867
|
|
|
3,944
|
|
|
3,118
|
|
|
3,291
|
|
|
921
|
|
|
3,280
|
|
|
—
|
|
|
1,034
|
|
|
674
|
|
|
733
|
|
|
50
|
|
|
21,912
|
|
||||||||||||
Non-controlling interest—in operating subsidiaries and preferred unitholders
|
|
1,261
|
|
|
372
|
|
|
442
|
|
|
1,540
|
|
|
43
|
|
|
2,766
|
|
|
—
|
|
|
964
|
|
|
622
|
|
|
229
|
|
|
—
|
|
|
8,239
|
|
||||||||||||
Non-controlling interest—Redeemable Partnership Units held by Brookfield
|
|
(55
|
)
|
|
349
|
|
|
378
|
|
|
654
|
|
|
16
|
|
|
119
|
|
|
244
|
|
|
39
|
|
|
33
|
|
|
29
|
|
|
17
|
|
|
1,823
|
|
||||||||||||
Non-controlling interest—Exchange LP
|
|
(4
|
)
|
|
14
|
|
|
15
|
|
|
25
|
|
|
1
|
|
|
5
|
|
|
10
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
71
|
|
||||||||||||
Net investment attributable to limited partners and general partner
|
|
$
|
(137
|
)
|
|
$
|
869
|
|
|
$
|
940
|
|
|
$
|
1,628
|
|
|
$
|
41
|
|
|
$
|
294
|
|
|
$
|
607
|
|
|
$
|
97
|
|
|
$
|
82
|
|
|
$
|
74
|
|
|
$
|
40
|
|
|
$
|
4,535
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
US$ MILLIONS
|
|
USD
|
|
AUD
|
|
GBP
|
|
BRL
|
|
CLP
|
|
CAD
|
|
EUR
|
|
COP
|
|
PEN
|
|
INR
|
|
NZD
|
|
Total
|
||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Current assets
|
|
$
|
358
|
|
|
$
|
276
|
|
|
$
|
151
|
|
|
$
|
322
|
|
|
$
|
85
|
|
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
100
|
|
|
$
|
57
|
|
|
$
|
17
|
|
|
$
|
1,512
|
|
Non-current assets
|
|
4,400
|
|
|
5,770
|
|
|
4,431
|
|
|
8,184
|
|
|
1,117
|
|
|
814
|
|
|
836
|
|
|
764
|
|
|
1,356
|
|
|
256
|
|
|
37
|
|
|
27,965
|
|
||||||||||||
|
|
$
|
4,758
|
|
|
$
|
6,046
|
|
|
$
|
4,582
|
|
|
$
|
8,506
|
|
|
$
|
1,202
|
|
|
$
|
892
|
|
|
$
|
836
|
|
|
$
|
832
|
|
|
$
|
1,456
|
|
|
$
|
313
|
|
|
$
|
54
|
|
|
$
|
29,477
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Current liabilities
|
|
$
|
641
|
|
|
$
|
227
|
|
|
$
|
414
|
|
|
$
|
73
|
|
|
$
|
59
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
18
|
|
|
$
|
30
|
|
|
$
|
21
|
|
|
$
|
1,564
|
|
Non-current liabilities
|
|
3,093
|
|
|
3,983
|
|
|
2,614
|
|
|
2,015
|
|
|
989
|
|
|
443
|
|
|
—
|
|
|
438
|
|
|
673
|
|
|
185
|
|
|
6
|
|
|
14,439
|
|
||||||||||||
|
|
3,734
|
|
|
4,210
|
|
|
3,028
|
|
|
2,088
|
|
|
1,048
|
|
|
498
|
|
|
—
|
|
|
464
|
|
|
691
|
|
|
215
|
|
|
27
|
|
|
16,003
|
|
||||||||||||
Non-controlling interest—in operating subsidiaries and preferred unitholders
|
|
602
|
|
|
417
|
|
|
396
|
|
|
3,082
|
|
|
75
|
|
|
891
|
|
|
—
|
|
|
302
|
|
|
644
|
|
|
60
|
|
|
1
|
|
|
6,470
|
|
||||||||||||
Non-controlling interest—Redeemable Partnership Units held by Brookfield
|
|
(50
|
)
|
|
407
|
|
|
332
|
|
|
959
|
|
|
23
|
|
|
28
|
|
|
240
|
|
|
19
|
|
|
35
|
|
|
11
|
|
|
8
|
|
|
2,012
|
|
||||||||||||
Net investment attributable to limited partners and general partner
|
|
$
|
472
|
|
|
$
|
1,012
|
|
|
$
|
826
|
|
|
$
|
2,377
|
|
|
$
|
56
|
|
|
$
|
(525
|
)
|
|
$
|
596
|
|
|
$
|
47
|
|
|
$
|
86
|
|
|
$
|
27
|
|
|
$
|
18
|
|
|
$
|
4,992
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
US$ MILLIONS
|
|
USD
|
|
AUD
|
|
GBP
|
|
BRL
|
|
CLP
|
|
CAD
|
|
EUR
|
|
COP
|
|
PEN
|
|
INR
|
|
NZD
|
|
Total
|
||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Current assets
|
|
$
|
849
|
|
|
$
|
214
|
|
|
$
|
127
|
|
|
$
|
42
|
|
|
$
|
102
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
127
|
|
|
$
|
52
|
|
|
$
|
46
|
|
|
$
|
1,632
|
|
Non-current assets
|
|
3,744
|
|
|
5,542
|
|
|
3,739
|
|
|
1,895
|
|
|
1,070
|
|
|
677
|
|
|
718
|
|
|
700
|
|
|
1,260
|
|
|
265
|
|
|
33
|
|
|
19,643
|
|
||||||||||||
|
|
$
|
4,593
|
|
|
$
|
5,756
|
|
|
$
|
3,866
|
|
|
$
|
1,937
|
|
|
$
|
1,172
|
|
|
$
|
695
|
|
|
$
|
718
|
|
|
$
|
755
|
|
|
$
|
1,387
|
|
|
$
|
317
|
|
|
$
|
79
|
|
|
$
|
21,275
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Current liabilities
|
|
$
|
833
|
|
|
$
|
206
|
|
|
$
|
262
|
|
|
$
|
23
|
|
|
$
|
50
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
36
|
|
|
$
|
16
|
|
|
$
|
1,515
|
|
Non-current liabilities
|
|
1,636
|
|
|
3,764
|
|
|
2,243
|
|
|
—
|
|
|
941
|
|
|
309
|
|
|
—
|
|
|
369
|
|
|
636
|
|
|
186
|
|
|
32
|
|
|
10,116
|
|
||||||||||||
|
|
2,469
|
|
|
3,970
|
|
|
2,505
|
|
|
23
|
|
|
991
|
|
|
344
|
|
|
—
|
|
|
396
|
|
|
663
|
|
|
222
|
|
|
48
|
|
|
11,631
|
|
||||||||||||
Non-controlling interest—in operating subsidiaries and preferred unitholders
|
|
919
|
|
|
370
|
|
|
333
|
|
|
189
|
|
|
89
|
|
|
261
|
|
|
—
|
|
|
294
|
|
|
610
|
|
|
58
|
|
|
23
|
|
|
3,146
|
|
||||||||||||
Non-controlling interest—Redeemable Partnership Units held by Brookfield
|
|
344
|
|
|
405
|
|
|
294
|
|
|
493
|
|
|
26
|
|
|
26
|
|
|
206
|
|
|
19
|
|
|
33
|
|
|
11
|
|
|
3
|
|
|
1,860
|
|
||||||||||||
Net investment attributable to limited partners and general partner
|
|
$
|
861
|
|
|
$
|
1,011
|
|
|
$
|
734
|
|
|
$
|
1,232
|
|
|
$
|
66
|
|
|
$
|
64
|
|
|
$
|
512
|
|
|
$
|
46
|
|
|
$
|
81
|
|
|
$
|
26
|
|
|
$
|
5
|
|
|
$
|
4,638
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
•
|
Outstanding foreign currency denominated monetary items (excluding foreign exchange derivative contracts) are adjusted at period end for a 10% change in foreign currency rates from the rate at which they are translated;
|
•
|
Foreign currency derivative contracts are measured as the change in fair value of the derivative as a result of a 10% change in the spot currency rate; and
|
•
|
The impact on net income results from performing a sensitivity of a 10% change in foreign exchange rates applied to the profit or loss contribution from foreign operations (after considering the impact of foreign exchange derivative contracts).
|
|
|
Impact on Net Income
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
US$ MILLIONS
|
|
-10%
|
|
10%
|
|
-10%
|
|
10%
|
|
-10%
|
|
10%
|
||||||||||||
USD/AUD
|
|
$
|
(20
|
)
|
|
$
|
20
|
|
|
$
|
(18
|
)
|
|
$
|
18
|
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
USD/EUR
|
|
(19
|
)
|
|
19
|
|
|
(9
|
)
|
|
9
|
|
|
(8
|
)
|
|
8
|
|
||||||
USD/GBP
|
|
(11
|
)
|
|
11
|
|
|
(3
|
)
|
|
3
|
|
|
(6
|
)
|
|
6
|
|
||||||
USD/CLP
|
|
(3
|
)
|
|
3
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
USD/COP
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
USD/BRL
|
|
10
|
|
|
(10
|
)
|
|
21
|
|
|
(21
|
)
|
|
14
|
|
|
(14
|
)
|
||||||
USD/CAD
|
|
(2
|
)
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
||||||
USD/PEN
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
USD/INR
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Impact on Partnership Capital
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
US$ MILLIONS
|
|
-10%
|
|
10%
|
|
-10%
|
|
10%
|
|
-10%
|
|
10%
|
||||||||||||
USD/AUD
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
USD/EUR
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
(35
|
)
|
||||||
USD/GBP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
USD/CLP
|
|
(28
|
)
|
|
28
|
|
|
8
|
|
|
(8
|
)
|
|
10
|
|
|
(10
|
)
|
||||||
USD/COP
|
|
8
|
|
|
(8
|
)
|
|
7
|
|
|
(7
|
)
|
|
6
|
|
|
(6
|
)
|
||||||
USD/BRL
|
|
231
|
|
|
(231
|
)
|
|
334
|
|
|
(334
|
)
|
|
172
|
|
|
(172
|
)
|
||||||
USD/CAD
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
USD/PEN
|
|
11
|
|
|
(11
|
)
|
|
12
|
|
|
(12
|
)
|
|
11
|
|
|
(11
|
)
|
||||||
USD/INR
|
|
10
|
|
|
(10
|
)
|
|
4
|
|
|
(4
|
)
|
|
4
|
|
|
(4
|
)
|
(c)
|
Credit Risk Management
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
US$ MILLIONS
|
2018
|
|
2017
|
||||
Opening balance
|
$
|
7,599
|
|
|
$
|
6,387
|
|
Issuance of preferred units, net of repurchases
|
341
|
|
|
220
|
|
||
Repurchases of limited partnership units and redeemable partnership units, net of issuances
|
(16
|
)
|
|
992
|
|
||
Issuance of Exchange LP Units
|
232
|
|
|
—
|
|
||
Ending balance
|
$
|
8,156
|
|
|
$
|
7,599
|
|
Weighted Average Invested Capital
|
$
|
7,858
|
|
|
$
|
6,885
|
|
|
|
For the year ended
December 31, |
||||||||||
US$ MILLIONS
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest paid
|
|
$
|
507
|
|
|
$
|
451
|
|
|
$
|
366
|
|
Income taxes paid
|
|
$
|
427
|
|
|
$
|
132
|
|
|
$
|
33
|
|
(a)
|
Acquisition of DCI Data Centers
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
As of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016
|
(b)
|
Partial disposition of our interest in the Chilean toll road business
|
1.1
|
Interpretation
|
1.2
|
Payments
|
2.1
|
Covenants Regarding Exchangeable LP Units
|
(a)
|
not declare or pay any distribution on the BIP Units unless
|
(i)
|
Exchange LP will:
|
(A)
|
simultaneously declare or pay, as the case may be, an equivalent distribution economically equivalent thereto (as determined in accordance with the Unit Provisions) on the Exchangeable LP Units (an “
Equivalent Distribution
”); and
|
(B)
|
have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable Law and the Partnership Agreement, of any Equivalent Distribution on the Exchange LP Units; or
|
(ii)
|
if the distribution is a distribution of BIP Units, in lieu of such a distribution, Exchange LP will:
|
(A)
|
effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable LP Units (as determined in accordance with the Unit Provisions) (an “
Equivalent Unit Subdivision
”); and
|
(B)
|
have sufficient authorized but unissued securities available to enable the Equivalent Unit Subdivision;
|
(b)
|
advise Exchange LP sufficiently in advance of the declaration by BIP of any distribution on BIP Units and take all such other actions as are reasonably necessary, in cooperation with Exchange LP, to ensure that:
|
(i)
|
the respective declaration date, record date and payment date for an Equivalent Distribution on the Exchangeable LP Units will be the same as the declaration date, record date and payment date for the corresponding distribution on the BIP Units; and
|
(ii)
|
the record date and effective date for an Equivalent Unit Subdivision will be the same as the record date and payment date for the unit distribution, in lieu of such a distribution, on the BIP Units;
|
(c)
|
ensure that the record date for determining unitholders entitled to receive any distribution declared on the BIP Units is not less than ten Business Days after the declaration date for such distribution or such shorter period as may be permitted under applicable Law;
|
(d)
|
take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchange LP, in accordance with applicable Law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, in respect of each issued and outstanding Exchangeable LP Unit held by Non-Affiliated Holders upon the liquidation, dissolution or winding-up of Exchange LP or any other distribution of the assets of Exchange LP among its holders for the purpose of winding up its affairs including all such actions and all such things as are necessary or desirable to enable and permit Exchange LP to cause to be delivered BIP Units to the holders of Exchangeable LP Units in accordance with the provisions of Article 5 of the Unit Provisions;
|
(e)
|
take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchange LP, in accordance with applicable Law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price and the Redemption Price in respect of each issued and outstanding Exchangeable LP Unit held by Non-Affiliated Holders upon the delivery of a Retraction Request by a holder of any Exchangeable LP Units or a redemption of an Exchangeable LP Unit by Exchange LP, including all such actions and all such things as are necessary or desirable to enable and permit Exchange LP to cause to be delivered BIP Units to the holders of Exchangeable LP Units, in accordance with the provisions of Article 6 or Article 7 of the Unit Provisions, as the case may be;
|
(f)
|
take all such actions and do all such things as are reasonably necessary or desirable to enable and permit BIP, in accordance with applicable Law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, or upon the occurrence of a liquidation, dissolution or winding up of Exchange LP or any other distribution of the assets of Exchange LP among its holders for the purpose of winding up its affairs, including all such actions and all such things as are necessary or desirable to enable and permit BIP to cause to be delivered BIP Units or other property to the holders of Exchangeable LP Units in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, or upon the occurrence of a liquidation, dissolution or winding up of Exchange LP or any other distribution of the assets of Exchange LP among its holders for the purpose of winding up its affairs as the case may be, together with a cheque in respect of any cash portion of the Liquidation Call Purchase Price, Retraction Call Purchase Price, Redemption Call Purchase Price, or Liquidation Amount, as the case may be; and
|
(g)
|
take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchange LP and BIP, in accordance with applicable Law, to pay and otherwise perform their obligations with respect to the satisfaction of the BIP Liquidation Amount upon the occurrence of a liquidation, dissolution or winding up of BIP or any other distribution of the assets of BIP among its holders for the purpose of winding up its affairs.
|
2.2
|
Segregation of Funds
|
2.3
|
Reservation of BIP LP Units
|
2.4
|
Notification of Certain Events
|
(a)
|
in the event of any determination by the Board of Directors to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Exchange LP or to effect any other distribution of the assets of Exchange LP among its holders for the purpose of winding up its affairs, at least 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
|
(b)
|
promptly upon the earlier of (i) receipt by Exchange LP of notice of, and (ii) Exchange LP otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Exchange LP or to effect any other distribution of the assets of Exchange LP among its holders for the purpose of winding up its affairs;
|
(c)
|
immediately upon receipt by Exchange LP of a Retraction Request;
|
(d)
|
on the same date on which notice of redemption is given to holders of Exchangeable LP Units, in the event of any determination of a Redemption Date in accordance with the Unit Provisions; and
|
(e)
|
promptly upon the issuance by Exchange LP of any Exchangeable LP Units or rights to acquire Exchangeable LP Units (other than the issuance of Exchangeable LP Units or rights to acquire Exchangeable LP Units pursuant to the Arrangement).
|
2.5
|
Delivery of BIP Units
|
2.6
|
Qualification of BIP Units
|
2.7
|
Economic Equivalence
|
(a)
|
BIP will not without prior approval of Exchange LP and the prior approval of the holders of the Exchangeable LP Units given in accordance with Section 10.2 of the Unit Provisions:
|
(i)
|
issue or distribute BIP Units (or securities exchangeable for or convertible into or carrying rights to acquire BIP Units) to the holders of all or substantially all of the then outstanding BIP Units by way of a stock distribution or other distribution, other than an issue of BIP Units (or securities exchangeable for or convertible into or carrying rights to acquire BIP Units) to holders of BIP Units who: (A) exercise an option to receive distributions in BIP Units (or securities exchangeable for or convertible into or carrying rights to acquire BIP Units) in lieu of receiving cash distributions; or (B) pursuant to any distribution reinvestment plan, scrip distribution or similar arrangement; or
|
(ii)
|
issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding BIP Units entitling them to subscribe for or to purchase BIP Units (or securities exchangeable for or convertible into or carrying rights to acquire BIP Units); or
|
(iii)
|
issue or distribute to the holders of all or substantially all of the then outstanding BIP Units (A) units or securities of BIP of any class other than BIP Units (or securities convertible into or exchangeable for or carrying rights to acquire such securities), (B) rights, options or warrants other than those referred to in Section 2.7(a)(ii) above, (C) evidences of indebtedness of BIP; or (D) assets of BIP;
|
(b)
|
BIP will not without the prior approval of Exchange LP and the prior approval of the holders of the Exchangeable LP Units given in accordance with Section 10.2 of the Unit Provisions:
|
(i)
|
subdivide, redivide or change the then outstanding BIP Units into a greater number of BIP Units; or
|
(ii)
|
reduce, combine, consolidate or change the then outstanding BIP Units into a lesser number of BIP Units; or
|
(iii)
|
reclassify or otherwise change the rights, privileges or other terms of the then outstanding BIP Units or effect a merger, reorganization or other transaction involving or affecting the BIP Units;
|
(c)
|
BIP will ensure that the record date for any event referred to in Section 2.7(a) or Section 2.7(b), or (if no record date is applicable for such event) the effective date for any such event, is not less than ten Business Days after the date on which such event is declared or announced by BIP (with simultaneous notification thereof by BIP to Exchange LP).
|
(d)
|
The Board of Directors will determine, acting in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of any event referred to in Section 2.7(a) or Section 2.7(b) and each such determination will be conclusive and binding on BIP. In making each such determination, the following factors will, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors:
|
(i)
|
in the case of any stock distribution or other distribution payable in BIP Units, the number of such units issued in proportion to the number of BIP Units previously outstanding;
|
(ii)
|
in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase BIP Units (or securities exchangeable for or convertible into or carrying rights to acquire BIP Units), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of the BIP Unit and the term of any such instrument;
|
(iii)
|
in the case of the issuance or distribution of any other form of property (including any units or securities of BIP of any class other than BIP Units, any rights, options or warrants other than those referred to in Section 2.7(d)(ii), any evidences of indebtedness of BIP or any assets of BIP), the relationship between the fair market value (as determined by the Board of Directors in the manner contemplated above) of such property to be issued or distributed with respect to each outstanding BIP Units and the Current Market Price;
|
(iv)
|
in the case of any subdivision, redivision or change of the then outstanding BIP Units into a greater number of BIP Units or the reduction, combination, consolidation or change of the then outstanding BIP Units into a lesser number of BIP Units or any merger, reorganization or other transaction affecting the BIP Units, the effect thereof upon the then outstanding BIP Units; and
|
(v)
|
in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable LP Units compared to holders of BIP Units (including to the extent that such consequences may differ as a result of differences between taxation Laws of Canada and Bermuda) except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable LP Units.
|
(e)
|
Exchange LP agrees that, to the extent required, upon due notice from BIP, Exchange LP will use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate distributions are made by Exchange LP, or subdivisions, redivisions or changes are made to the Exchangeable LP Units, in order to implement the required economic equivalence with respect to the BIP Units and the Exchangeable LP Units as provided for in this Section 2.7.
|
2.8
|
Tender Offers
|
2.9
|
BIP and Subsidiaries Not To Vote Exchangeable LP Units
|
2.10
|
Ownership of Outstanding Units
|
2.11
|
Ordinary Market Purchases
|
2.12
|
Due Performance
|
3.1
|
Certain Requirements in Respect of Combination, etc.
|
(a)
|
such other Person or continuing entity (the “
BIP Successor
”) by operation of Law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the BIP Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such BIP Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of BIP under this Agreement; and
|
(b)
|
such transaction will be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of Exchangeable LP Units.
|
3.2
|
Vesting of Powers in Successor
|
3.3
|
Wholly-Owned Subsidiaries
|
3.4
|
Successor Transaction
|
(a)
|
in which BIP merges with, or in which all or substantially all of the then outstanding BIP Units are acquired by, one or more other entity to which BIP is, immediately before such merger or acquisition, “related” within the meaning of the Tax Act (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof);
|
(b)
|
which does not result in an acceleration of the Redemption Date in accordance with paragraph (b) of that definition in the Unit Provisions; and
|
(c)
|
in which all or substantially all of the then outstanding BIP Units are converted into or exchanged for securities or rights to receive such securities (the “Other Units”) of another entity (the “Other Entity”) that, immediately after such BIP Liquidity Transaction, is the successor to, or owns or controls, directly or indirectly, BIP,
|
4.1
|
Term
|
4.2
|
Changes in Capital of BIP and Exchange LP
|
4.3
|
Severability
|
4.4
|
Amendments, Modifications
|
4.5
|
Ministerial Amendments
|
(a)
|
adding to the covenants of any or all of the parties hereto if the board of directors of the general partner of each of Exchange LP and BIP is of the opinion that such additions will not be prejudicial in any material respect to the rights or interests of the Non-Affiliated Holders as a whole;
|
(b)
|
evidencing the succession of BIP Successors and the covenants of and obligations assumed by each such BIP Successor in accordance with the provisions of Article 3;
|
(c)
|
making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of the general partner of each of Exchange LP and BIP, having in mind the best interests of the Non-Affiliated Holders as a whole, it may be expedient to make, provided that each such board of directors are of the opinion that such amendments or modifications will not be prejudicial in any material respect to the rights or interests of the Non-Affiliated Holders as a whole; or
|
(d)
|
making such changes or corrections which, on the advice of counsel to Exchange LP and BIP, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the boards of directors of each of the general partner of Exchange LP and BIP are of the opinion that such changes or corrections will not be prejudicial in any material respect to the rights or interests of the Non-Affiliated Holders as a whole.
|
4.6
|
Meeting to Consider Amendments
|
4.7
|
Limited Liability of Limited Partners
|
4.8
|
Enurement
|
4.9
|
Assignment
|
4.10
|
Notices to Parties
|
(a)
|
in the case of BIP to the following address:
|
(b)
|
in the case of Exchange LP, to the following address:
|
4.11
|
Counterparts
|
4.12
|
Jurisdiction
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
|
||
|
|
|
By:
|
“Jane Sheere”
|
|
|
|
|
Name: Jane Sheere
Title: Secretary
|
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS EXCHANGE LP, by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS EXCHANGE GP INC.
|
||
|
|
|
By:
|
“James Rickert”
|
|
|
|
|
Name: James Rickert
Title: Director
|
1.1
|
Definitions
|
(a)
|
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
|
(b)
|
the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Guarantee as a whole and not to any particular Article, Section or other subdivision;
|
(c)
|
references to any statute, law, regulation, ordinance, order, rule, manual, policy or directive will be deemed to include references to the same as amended, revised, re-enacted or consolidated from time to time and any successor thereto;
|
(d)
|
references to any contract, agreement or other instrument, or any section of any contract, agreement or other instrument will, unless specifically referred to, be deemed to include references to the same as varied, amended, supplemented, replaced or restated from time to time; and
|
(e)
|
all references to “the Guarantee” or “this Guarantee” are to this Guarantee as modified, supplemented or amended from time to time.
|
1.2
|
Compliance Certificates and Opinions
|
(a)
|
a statement that each individual signing such certificate or opinion has read and understood such covenant or condition and the definitions herein relating thereto;
|
(b)
|
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
|
(c)
|
a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and
|
(d)
|
a statement as to whether, in the opinion of each such individual, such covenant or condition has been complied with.
|
1.3
|
Form of Documents Delivered to Security Trustee
|
1.4
|
Acts of Holders
|
1.5
|
Notices, Etc. to Security Trustee and Guarantors
|
(a)
|
the Security Trustee, by any Holder, any Guarantor or the Corporation shall be sufficient for every purpose hereunder if in writing and delivered, mailed (first-class postage prepaid) or sent by facsimile to the Security Trustee at 100 University Avenue 11th Floor, Toronto, Ontario, M5J 2Y1, Attention: Manager, Corporate Trust, Facsimile No. (416) 981-9777, Attention: Manager, Corporate Trust; or
|
(b)
|
any of BIP, Holding LP or BRM Holdco by any Holder, the Security Trustee, any other Guarantor or the Corporation shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and delivered, mailed (first-class postage prepaid) or sent by facsimile to BIP, Holding LP or BRM Holdco (as applicable) addressed to it at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda or at any other address previously furnished by it in writing to the Security Trustee, Attention: Corporate Secretary, Facsimile No. 441-296-4475;
|
(c)
|
Can Holdco or US Holdco by any Holder, the Security Trustee, any other Guarantor or the Corporation shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and delivered, mailed (first-class postage prepaid) or sent by facsimile to Can Holdco or US Holdco, as applicable, in each case, addressed to such party at Brookfield Place, 181 Bay Street, Suite 300, Toronto ON M5J 2T3, or at any other address previously furnished by such party in writing to the Security Trustee, Attention: Secretary, Facsimile No. 416-369-2301;
|
(d)
|
the Corporation by any Holder, the Security Trustee, any other Guarantor or the Corporation shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and delivered, mailed (first-class postage prepaid) or sent by facsimile to the Corporation addressed to it at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver BC V6E 4N7, or at any other address previously furnished by it in writing to the Security Trustee, Attention: Michael Michael.Ryan@brookfield.com.
|
1.6
|
Notice to Holders; Waiver
|
1.7
|
Effect of Headings and Table of Contents
|
1.8
|
Successors and Assigns
|
1.9
|
Severability Clause
|
1.10
|
Governing Law
|
1.11
|
No Recourse Against Certain Persons
|
1.12
|
Multiple Originals
|
1.13
|
Language
|
1.14
|
Force Majeure
|
2.1
|
Guarantee
|
2.2
|
Ranking of Guarantee
|
2.3
|
Consent of Can Holdco
|
2.4
|
Waiver of Notice
|
2.5
|
Guarantee Absolute
|
(a)
|
any sale, transfer or assignment by any Holder of any Senior Preferred Shares or any right, title, benefit or interest of such Holder therein or thereto;
|
(b)
|
subject to Section 2.3, any amendment or change in or to, or any waiver of, any of the terms of the Senior Preferred Shares;
|
(c)
|
any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor;
|
(d)
|
any change in the name, objects, constitution, capacity, capital or the constating documents of the Corporation;
|
(e)
|
any partial payment by the Corporation, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation of any express or implied agreement, covenant, term or condition relating to the Senior Preferred Shares to be performed or observed by the Corporation;
|
(f)
|
the extension of time for the payment by the Corporation of all or any portion of the Senior Preferred Share Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Senior Preferred Shares;
|
(g)
|
any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Senior Preferred Shares, or any action on the part of the Corporation granting indulgence or extension of any kind;
|
(h)
|
subject to Section 4.1.2, the recovery of any judgment against the Corporation, any voluntary or involuntary liquidation, dissolution, winding up, merger or amalgamation of the Corporation or a Guarantor, any sale or other disposition of all or substantially all of the assets of the Corporation, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Corporation, a Guarantor or any of the assets of the Corporation or a Guarantor;
|
(i)
|
any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor;
|
(j)
|
any invalidity of, or defect or deficiency in, the Senior Preferred Shares or this Guarantee;
|
(k)
|
the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
|
(l)
|
any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation in respect of any of the Senior Preferred Share Obligations, or a Guarantor in respect of any of the Senior Preferred Share Obligations (other than, and to the extent of, the payment or satisfaction thereof),
|
2.6
|
Continuing Guarantee
|
2.7
|
Rights of Holders
|
2.8
|
Guarantee of Payment
|
2.9
|
Subrogation
|
2.10
|
Independent Obligations
|
2.11
|
Guarantors to Investigate Financial Condition of the Corporation
|
3.1
|
Applicability of Article
|
3.2
|
Order of Payment
|
(a)
|
all Senior Guarantor Obligations of such Guarantor shall first be paid in full, or provision made for such payment, before any payment is made on account of the Senior Preferred Share Obligations;
|
(b)
|
the claim of the Holders in respect of the Senior Preferred Share Obligations will rank pari passu with the claims of all holders of the Pari Passu Guarantor Obligations of such Guarantor and each such Person will be entitled to receive its pro rata share of the remaining assets of the applicable Guarantor based on the amount of its Senior Preferred Share Obligations or Pari Passu Guarantor Obligations of such Guarantor, as applicable; and
|
(c)
|
any payment or distribution of assets of such Guarantor, whether in cash, property or securities, to which the Holders of the Senior Preferred Shares or the Security Trustee on behalf of such Holders would be entitled except for the provisions of this Article 3, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Senior Guarantor Obligations or Pari Passu Guarantor Obligations of such Guarantor, as applicable, to the extent that they are entitled thereto pursuant to this Article 3, or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Guarantor Obligations or Pari Passu Guarantor Obligations may have been issued, to the extent necessary to pay all such Senior Guarantor Obligations and Pari Passu Guarantor Obligations of such Guarantor.
|
3.3
|
Subrogation to Rights of Holders of Senior Guarantor Obligations
|
3.4
|
Obligation to Pay Not Impaired
|
3.5
|
No Payment if Senior Guarantor Obligations in Default
|
3.6
|
Payment on Senior Preferred Shares Permitted
|
3.7
|
Confirmation of Subordination or Pari Passu Ranking
|
3.8
|
Security Trustee May Hold Guarantor Obligations
|
3.9
|
Rights of Holders of Other Guarantor Obligations Not Impaired
|
3.10
|
Altering Other Guarantor Obligations
|
3.11
|
Additional Indebtedness
|
4.1
|
Termination of Guarantee
|
(a)
|
either
|
(b)
|
all other sums payable by the Corporation in respect of the Senior Preferred Share Obligations have been paid.
|
4.2
|
Suits for Enforcement by the Security Trustee
|
4.3
|
Security Trustee May File Proofs of Claim
|
(a)
|
to file and prove a claim for any Senior Preferred Share Obligation then due and payable and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Security Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Security Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding; and
|
(b)
|
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same in accordance with this Guarantee,
|
4.4
|
Security Trustee May Enforce Claims Without Possession of Senior Preferred Shares
|
4.5
|
Application of Money Collected
|
(a)
|
FIRST
, To the payment of all amounts due to the Security Trustee including, without limitation, the reasonable compensation, expenses, disbursements and advances of the Security Trustee in or about the execution of its trust, or otherwise in relation hereto, with interest thereon as herein provided;
|
(b)
|
SECOND
, To the payment of all amounts due to the Holders of the Senior Preferred Shares in respect of the costs, charges, expenses and advances incurred in connection with enforcing their rights hereunder;
|
(c)
|
THIRD
, To the payment of any Senior Preferred Share Obligation then due and unpaid on a pro rata basis; and
|
(d)
|
FOURTH
, The balance, if any, to the Person or Persons entitled thereto.
|
4.6
|
Limitation on Suits
|
(a)
|
such Holder has previously given written notice to the Security Trustee of a continuing Event of Default with respect to this Guarantee;
|
(b)
|
the Holders representing not less than 25% of the aggregate Liquidation Amount of all of the then outstanding Senior Preferred Shares in respect of which an Event of Default has occurred (“Defaulted Senior Preferred Shares”) shall have made written request to the Security Trustee to institute proceedings in respect of such Event of Default in its own name as Security Trustee hereunder;
|
(c)
|
such Holder or Holders have provided to the Security Trustee reasonable funding, if requested by the Security Trustee, and reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;
|
(d)
|
the Security Trustee for 15 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
|
(e)
|
no direction inconsistent with such written request has been given to the Security Trustee during such 15-day period by the Holders representing a majority of the aggregate Liquidation Amount of all of the then outstanding Defaulted Senior Preferred Shares;
|
4.7
|
Restoration of Rights and Remedies
|
4.8
|
Rights and Remedies Cumulative
|
4.9
|
Delay or Omission Not Waiver
|
4.10
|
Control by Holders
|
(a)
|
such direction shall not be in conflict with any rule of law or with this Guarantee;
|
(b)
|
the Security Trustee may take any other action deemed proper by the Security Trustee which is not inconsistent with such direction; and
|
(c)
|
the Security Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders of outstanding Senior Preferred Shares not consenting to any such direction.
|
4.11
|
Waiver of Stay or Extension Laws
|
4.12
|
Undertaking for Costs
|
5.1
|
Certain Duties and Responsibilities
|
(a)
|
act honestly and in good faith with a view to the best interests of the Holders of the Senior Preferred Shares, and
|
(b)
|
exercise that degree of care, diligence and skill a reasonably prudent trustee, appointed in respect of a guarantee indenture would exercise in comparable circumstances.
|
(a)
|
this Section 5.1.4 shall not be construed to limit the effect of Section 5.1.1 and 5.1.2;
|
(b)
|
the Security Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts;
|
(c)
|
the Security Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with an appropriate direction of the Holders pursuant to Section 4.10 relating to the time, method and place of conducting any proceeding for any remedy available to the Security Trustee, or exercising any trust or power conferred upon the Security Trustee, under this Guarantee; and
|
(d)
|
no provision of this Guarantee shall require the Security Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers except as herein expressly provided.
|
5.2
|
Certain Rights of Security Trustee
|
(a)
|
the Security Trustee may rely absolutely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate or other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained;
|
(b)
|
any order, request or direction of a Guarantor mentioned herein shall be sufficiently evidenced by a Guarantor Request or Guarantor Order and any resolution shall be sufficiently evidenced by a Board Resolution;
|
(c)
|
whenever in the administration of this Guarantee the Security Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Security Trustee (unless other evidence be herein specifically prescribed) may act and rely upon an Officer’s Certificate (i) as evidence of the truth of any statements of fact, and (ii) to the effect that any particular dealing or transaction or step or thing is, in the opinion of the officers so certifying, expedient, as evidence that it is expedient; provided that the Security Trustee may in its sole discretion, acting reasonably, require from any Guarantor or otherwise further evidence or information before acting or relying on such certificate;
|
(d)
|
the Security Trustee may employ or retain such agents, counsel and other assistants as it may reasonably require for the proper determination and discharge of its duties hereunder and shall be entitled to receive reasonable remuneration for all services performed by it and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and shall not be responsible for any misconduct on the part of any of them, any such costs and expenses which shall immediately become and form part of the Security Trustee’s fees hereunder;
|
(e)
|
the Security Trustee may, in relation to this Guarantee, act and rely on the opinion or advice of or on information obtained from any counsel, notary, valuator, broker, auctioneer, accountant or other expert, whether retained by the Security Trustee or by any Guarantor or otherwise;
|
(f)
|
the Security Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in reliance thereon;
|
(g)
|
the Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee at the request or direction of any of the Holders pursuant to this Guarantee, unless such Holders shall have furnished to the Security Trustee reasonable funding and a reasonable indemnity, satisfactory to the Security Trustee, to protect and hold harmless the Security Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction and/or damage it may suffer by reason thereof as a condition to the commencement or continuation of such act, action or proceeding. The Security Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders at whose instance it is acting, to deposit with the Security Trustee the share certificates held by them respecting the Senior Preferred Shares for which such share certificates the Security Trustee shall issue receipts;
|
(h)
|
the Security Trustee shall not be required to take notice of any default under this Guarantee, other than payment of any moneys required by any provision of this Guarantee to be paid to it, unless and until notified in writing of such default, which notice shall clearly set out the nature of the default desired to be brought to the attention of the Security Trustee;
|
(i)
|
prior to the occurrence of an Event of Default under this Guarantee and after the curing of any such Event of Default which may have occurred, the Security Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other paper or document or any investigation of the books and records of any Guarantor (but the Security Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Security Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of a Guarantor, personally or by agent or attorney), unless requested to do so by the Act of the Holders representing a majority of the aggregate Liquidation Amount of all of the then outstanding Defaulted Senior Preferred Shares; provided, however, that the Security Trustee may require reasonable indemnity against the costs, expenses or liabilities likely to be incurred by it in the making of such investigation; and
|
(j)
|
the Security Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Security Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. Any solicitors employed or consulted by the Security Trustee as counsel may, but need not be solicitors for a Guarantor or the Corporation.
|
5.3
|
Protection of Security Trustee
|
(a)
|
the recitals contained herein, shall be taken as the statements of the Guarantors, and the Security Trustee shall not be liable for or assume any responsibility for their correctness;
|
(b)
|
the Security Trustee makes no representations as to, and shall not be liable for, the validity or sufficiency of this Guarantee;
|
(c)
|
nothing herein contained shall impose any obligation on the Security Trustee to see or to require evidence of registration or filing (or renewals thereof) of this Guarantee or any instrument ancillary or supplemental hereto;
|
(d)
|
the Security Trustee shall not be bound to give any notice of the execution hereof;
|
(e)
|
the Security Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of a Guarantor of any of the covenants herein contained or of any act of the agents or servants of a Guarantor; and
|
(f)
|
the Guarantors shall indemnify the Security Trustee (including its directors, officers, employees, representatives and agents) for, and hold it harmless against, any claim, demand, suit, loss, liability or expense (including any and all reasonable legal and adviser fees and disbursements) incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. This indemnity will survive the termination or discharge of this Guarantee and the resignation or removal of the Security Trustee.
|
5.4
|
Security Trustee Not Required to Give Security
|
5.5
|
No Person Dealing with Security Trustee Need Enquire
|
5.6
|
May Hold Senior Preferred Shares
|
5.7
|
Moneys Held in Trust
|
5.8
|
Conflict of Interest
|
5.9
|
Corporate Trustee Required; Eligibility
|
5.10
|
Resignation and Removal; Appointment of Successor
|
(a)
|
the Security Trustee shall fail to comply with Section 5.8.1; or
|
(b)
|
the Security Trustee shall cease to be eligible under Section 5.9 and shall fail to resign after it receives a written request to do so by the Guarantors; or
|
(c)
|
the Security Trustee shall be dissolved, shall become incapable of acting or shall become or be adjudged a bankrupt or insolvent or a receiver of the Security Trustee or of its property shall be appointed or any public officer shall take charge or control of the Security Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
|
5.11
|
Acceptance of Appointment by Successor Trustee
|
5.12
|
Merger, Consolidation, Amalgamation or Succession to Business
|
5.13
|
Not Bound to Act
|
5.14
|
Security Trustee’s Privacy Clause
|
5.15
|
Compensation and Reimbursement
|
(a)
|
to pay to the Security Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and
|
(b)
|
except as otherwise expressly provided herein, to reimburse the Security Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Security Trustee in accordance with any provision of this Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith.
|
5.16
|
Third Party Interests
|
6.1
|
List of Holders
|
6.2
|
Access to list of Holders
|
6.3
|
Communications to Holders
|
7.1
|
Conveyance or Transfer; Only on Certain Terms
|
(a)
|
the Person or Persons which acquire by conveyance, distribution or transfer, all or substantially all of the properties, securities and assets of such Guarantor shall, unless such assumption shall occur by operation of law, expressly assume, by an indenture supplemental hereto, executed and delivered to the Security Trustee, in form satisfactory to the Security Trustee, acting reasonably, such Guarantor’s obligations hereunder for the Senior Preferred Share Obligations and the performance and observance of every covenant of this Guarantee on the part of such Guarantor to be performed or observed; and
|
(b)
|
such Guarantor or such Person shall have delivered to the Security Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such conveyance, distribution or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.
|
7.2
|
Successor Person Substituted
|
8.1
|
Supplemental Indentures Without Consent of Holders
|
(a)
|
to evidence the succession of another Person to a Guarantor and the assumption by any such successor of the covenants of the applicable Guarantor contained herein or to add another Person as a guarantor hereunder (with such Person thereafter becoming a Guarantor for purposes of this Guarantee); or
|
(b)
|
to add to the covenants of the Guarantors or to surrender any right or power herein conferred upon the Guarantors, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of the Holders of all of the Senior Preferred Shares and is not prejudicial to the rights of the Holders; or
|
(c)
|
to add any additional Events of Default; or
|
(d)
|
to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to this Guarantee and to add to or change any of the provisions of this Guarantee as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.11; or
|
(e)
|
to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of Senior Preferred Shares in any material respect; or
|
(f)
|
to supplement any of the provisions of this Guarantee to such extent as shall be necessary to permit or facilitate the termination pursuant to Section 4.1; provided that in the opinion of the Security Trustee, relying upon an Opinion of Counsel, any such action shall not adversely affect the interests of the Holders of Senior Preferred Shares in any material respect.
|
8.2
|
Supplemental Indentures with Consent of Holders
|
(a)
|
reduce the percentage of the aggregate Liquidation Amount of the outstanding Senior Preferred Shares required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Guarantee or certain defaults applicable hereunder and their consequences provided for in this Guarantee, or reduce the requirements of Section 11.4 for quorum or voting with respect to the Guarantee; or
|
(b)
|
modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this Guarantee cannot be modified or waived without the consent of the Holders of outstanding Senior Preferred Shares.
|
8.3
|
Execution of Supplemental Indentures
|
8.4
|
Effect of Supplemental Indentures
|
8.5
|
Notice of Supplemental Guarantees
|
9.1
|
Existence
|
9.2
|
Security Trustee Not Required to Verify Liquidation Amount
|
10.1
|
Purchase of Senior Preferred Shares
|
11.1
|
Purposes for Which Meetings May Be Called
|
(a)
|
to give any notice to the Guarantors or to the Security Trustee, to give any directions to the Security Trustee, or to take any other action authorized to be taken by the Holders of the Senior Preferred Shares pursuant to any of Sections 4.3 to 4.12;
|
(b)
|
to remove the Security Trustee and appoint a successor Trustee with respect to the Guarantee pursuant to the provisions of Article 5;
|
(c)
|
to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 8.2; or
|
(d)
|
to take any other action required or permitted to be taken by or on behalf of the Holders of any specified percentage of the aggregate Liquidation Amount of all of the then outstanding Senior Preferred Shares under any other provision of this Guarantee or under applicable law.
|
11.2
|
Call, Notice and Place of Meetings
|
11.3
|
Persons Entitled to Vote at Meetings
|
11.4
|
Quorum; Action
|
11.5
|
Determination of Voting Rights; Conduct and Adjournment of Meetings
|
11.6
|
Counting Votes and Recording Action of Meetings
|
|
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
, by its general partner,
BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
|
|
|
By:
|
“Jane Sheere”
|
|
|
Name: Jane Sheere
Title: Secretary
|
|
|
|
|
BROOKFIELD INFRASTRUCTURE L.P.
, by its managing general partner,
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
, by its general partner,
BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
|
|
|
By:
|
“Jane Sheere”
|
|
|
Name: Jane Sheere
Title: Secretary
|
|
|
|
|
BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC.
|
|
|
By:
|
“Cameron Walker”
|
|
|
Name: Cameron Walker
Title: Vice President
|
|
|
|
|
BROOKFIELD INFRASTRUCTURE US HOLDINGS I CORPORATION
|
|
|
By:
|
“Fred Day”
|
|
|
Name: Fred Day
Title: Vice President
|
|
|
|
|
BIP BERMUDA HOLDINGS I LIMITED
|
|
|
By:
|
“Jane Sheere”
|
|
|
Name: Jane Sheere
Title: Secretary
|
|
|
|
|
BIP INVESTMENT CORPORATION
|
|
|
By:
|
“Cameron Walker”
|
|
|
Name: Cameron Walker
Title: Vice President
|
|
|
|
|
COMPUTERSHARE TRUST COMPANY OF CANADA
|
|
|
By:
|
“Robert Morrison”
|
|
|
Name: Robert Morrison
Title: Corporate Trust Officer
|
|
|
|
|
|
|
|
By:
|
“Lisa M. Kudo”
|
|
|
Name: Lisa M. Kudo
Title: Corporate Trust Officer
|
1.
|
I have reviewed this Annual Report on Form 20-F of Brookfield Infrastructure Partners L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Samuel Pollock
|
|
Name:
Samuel Pollock
|
|
Title:
CEO, Brookfield Infrastructure Group L.P.
|
|
1.
|
I have reviewed this Annual Report on Form 20-F of Brookfield Infrastructure Partners L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Bahir Manios
|
|
Name:
Bahir Manios
|
|
Title:
CFO, Brookfield Infrastructure Group L.P.
|
|
|
|
|
/s/ Samuel Pollock
|
|
Samuel Pollock
|
|
CEO, Brookfield Infrastructure Group L.P.
|
|
/s/ Bahir Manios
|
|
Bahir Manios
|
|
CFO, Brookfield Infrastructure Group L.P.
|
Deloitte LLP
Bay Adelaide East
8 Adelaide Street West
Suite 200
Toronto ON M5H 0A9
Canada
Tel: 416-601-6150
Fax: 416-601-6610
www.deloitte.ca
|