Welcome to the Brookfield Infrastructure Partners 2014 Fourth Quarter and Year-end Results Conference Call and Webcast. As a reminder all participants are in listen-only mode and the conference is being recorded. [Operator Instructions] At this time, I’d like to turn the conference over to Tracey Wise, Senior Vice President, Investor Relations. Please go ahead, Ms. Wise.

Thank you, operator, and good morning. Thank you all for joining us for Brookfield Infrastructure Partners' year-end earnings conference call. On the call today is Bahir Manios, our Chief Financial Officer, who will review our performance for the year, and Sam Pollock, our Chief Executive Office, who will provide an update on our growth opportunities and an outlook for our business. Following their remarks, we look forward to taking your questions and comments. At this time, I would like to remind you that in responding to questions and in talking about growth initiatives and our financial and operating performance, we may make forward-looking statements. These statements are subject to known and unknown risks and future results may differ materially. For further information on known risk factors, I would encourage you to review our Annual Report on Form 20-F, which is available on our website. With that, I would now like to turn the call over to Bahir Manios. Bahir?

Thank Tracey, and good morning, everyone. Brookfield Infrastructure had another successful year. We delivered strong results and established new platforms that will enable us to continue to grow and diversify in the years ahead. We faced economic headwinds in some of our key markets; nonetheless we generated an 11% increase in our FFO per unit on a comparable or same store basis. In 2014 we utilized the multi-dimensional strategy to deliver solid growth on a low risk basis. The first component of this approach was progressing the capital projects in our $700 million backlog. Second we completed several tuck-in acquisitions into our operating platforms in addition to two larger investments that we made in marquee assets in Brazil and France. We were also focused on risk management within our existing business by continuing to extend our debt maturities and by identifying the next round of assets that we are looking to sell as part of our capital recycling program. With that said I thought I’d touch on a summary of our key accomplishments in 2014. First, we invested more than $600 million in organic capital projects. These projects will grow our utilities rate base and expand our transport and energy segments. We also added $900 million of new projects to our capital backlog that we plan to commission over the next 24-36 months. Second, we deployed approximately $250 million into new investments in North America consisting of tuck-in acquisitions that expanded our port, gas storage and district energy platforms. Third, we invested $350 million into general cargo rail operation in Brazil. This business complements our rail franchise in Australia, and provides significant opportunities to deploy further capital to service the growing agriculture and industrial sectors in Brazil. We also established a communications infrastructure platform. We committed to an approximately $500…

Hey, thanks Bahir and good morning, everyone. Last quarter I wasn’t able to talk about our French Tower’s acquisition since it was assigned this time, although we did announced I believe probably a day afterwards. So while a month may seem like old news I thought I would nonetheless provide a brief update on this call. We are progressing this acquisition which is the largest independent communication tower infrastructure business in France. Brooklyn Infrastructure’s equity commitment for this investment will be approximately $500 million. We received unanimous Works’ Council approvals in mid-January 2015, and subject to receiving EU and French competition and regulatory approvals, the transaction is expected to close by the end of March. TDF provides us with a large scale communication infrastructure platform that has considerable growth potential. We believe that the communication infrastructure sector represents an attractive asset class as it provides essential services and demonstrates utility-like characteristics including long-term contracted cash flows and inflationary pass through mechanisms. The long-term demand for tower networks shows solid growth potential as the data needs of mobile network users continues to expand at exponential rate. This creates organic growth opportunities through densification of tower infrastructure to meet consumer expectations for high speed and quality service. We are seeing a trend among existing mobile network operators, who are moving away from the physical ownership of tower infrastructure to focus more on the acquisition of spectrum rights. This change provides us with the profit to make investments in physical infrastructure on behalf of these operators. Overall, TDF should provide us an excellent platform to pursue transaction in the European telecommunications infrastructure space. Now moving on to our outlook for the business. The two most common questions we get these days is regarding the impact of oil on our business and whether we…

Thank you. We will be now beginning the question-and-answer session. [Operator Instructions]. The first question today is from Frederic Bastien with Raymond James. Please go ahead.

Good morning all.

Good morning, Fredric.

Good morning.

I was just curious on the - you mentioned that the impact of foreign exchange was self across the utilities platform, but there was no mention of that with respect to your transport platform. So I was wondering given that you have a fairly substantial pool of business in Brazil, surely must have impacted. So if you could provide some color on that it’d be great.

Sure, thanks Frederic its Bahir. Yes, you are definitely right it have an impact on our transport operation, I would note thought that for above nine months of the year if you are looking at our results on a full year basis our Australian dollar was hedged at very attractive foreign exchange rate. So the decline as a result of FX was I would say insignificant compared to the prior year. In the toll road segment we had experienced obviously a decline in the Brazilian real and the Chilean peso, but that was more than offset with solid growth that we have seen in traffic, albeit it was lower than prior years, in Brazil we still saw traffic growth of 3% for 2014 and 3% as well as for Chile and then we also get the benefit of tariff pick-up there, on average our tariff was up by 5% in our toll road business. So our toll road business went up by 8% and in addition to having the Australian dollar hedged at attractive rates shielded this quite a bit from negative FX movements.

Okay, thanks. And with respect - I understand that you hedge the foreign exposure on a rolling basis six to eight quarters out, are you happy with this strategy is that working for you? And given the rapid I guess appreciation of the U.S. against other currencies is that proper, are you comfortable with the whole strategy?

Yeah, no, we are currently comfortable with this strategy we have got 75% of our foreign denominated FFO hedged for the next 18 to 24 months as you currently pointed out. We are happy with the strategy because we saw it helped quite a bit with our results in 2014, we signaled in the prior quarter that obviously when we go into 2015 and 2016, our hedge rates will come off as attractive hedges expire we have to roll them with new contracts. But I would say that on a blended basis given the hedge, the various hedges we have for all the currencies, we are significant ahead of where the current spot prices are and the outlook for some of these currencies continues to be challenging. So we are very pleased that at least for the next 18 to 24 months we have shielded ourselves from more negative movements in our foreign exchange.

Okay, that’s helpful. The other question that I have related to the Australian coal terminal operations, similarly I mean since the downturn I believe that you had - you didn’t have any contracts maturing, but just wondering where we are sitting right now and whether there is some contracts that are coming up for renewal right now and what your clients are seeing.

Hi, Frederic its Sam. I guess I will answer that question. We have got a portfolio of contract in place that probably range in duration there between once expire in - at the next regulatory reset and others that go out probably 12 to 15 years. Generally what occurs in at DBCT is that these are evergreen contracts and customers have the right to extend them and given the fact that it’s probably by far the lowest cost terminal option for these customers they as a matter of course do that, as a matter of fact. And so we don’t expect that many customers will let their contracts laps. The other element of that regulatory framework is that if a customer because if they potentially shut down a mine decide they don’t need the capacity or exiting the region, than that capacity will go into the queue and a customer who has got his name in the queue will then pick up that capacity. To extent no investor got the capacity, which has never happened in the life of this facility then the cost of that person’s percentage of capacity would then be socialized across remaining users. So from that prospect we tend not to get overly fast about the contracts, but hopefully that gives you a little bit color into how the system works.

Okay, thanks. And sticking with Australia I am sorry the last one from me. Read just a couple of weeks ago that you had joined a consortium preparing a bid for the Apache’s asset of the gas natural business, not sure if you can comment on that, but if you could it’d be great.

Frederic, we tend not to comment on acquisitions and that’s one that I can’t really speak to.

Fair enough, thank you.

Thanks, Frederic.

The next question is from Brendan Maiorana with Wells Fargo. Please go ahead.

Thanks, good morning. Sam so the strength in the U.S. dollar is that making Brookfield’s currency more competitive as you are looking at these acquisitions opportunities or most of the folks that are also looking at these U.S. dollar based. And so, it’s not really a major impact one way or the other.

Hi, Brendan. Interesting question, I think the investments in U.S. dollar obviously are getting cheaper, but I think when we look at them and as others look at them the IRRs on the investments probably are not impacted because obviously depending on your view of long-term rates everything gets adjusted accordingly. And so I am not sure it makes a huge amount of difference because most of the people we are competing with for the types of things we do are tend to be very large institutions and whether or not they are in Australia or Europe or North America they tend to have large pools of capital. And so it doesn’t impact the size of deals they can do. So I think the short answer, I don’t think it changes things all that much.

And from your prospective I mean if there is a - do you have a long-term view of the dollar versus maybe the other currencies that you are looking at and does that have an influence on how do you think about deal underwriting metrics or are you guys looking at the world and sort of a currency agnostic kind of view and just making that based on where kind of forward curve expectations are or what have you?

No, we do have views on all the regions we operate in, and I think you are right I think it is obviously we think a lower risk proposition these days to make investments in Australia and South America in particular just to touch on those two regions with the dollar and the real having re-rated to much lower levels, we see them probably near the bottom end of their long-term ranges, that’s not the say they might not go a bit lower in the short run, particularly if the U.S. raises rates is the next little while and other countries in response to the commodity prices tend to lower them much they Canada did. So we could see some lower rates, but I think we’re from a long-term prospective we’re at fairly attractive entry levels for those countries.

Okay, okay. And you mentioned looking to sell some assets you’ve got some stuff in the market now, some stuff that maybe comes out later in the year and also mentioned that it’s very active pipeline from an investment standpoint just near-term impacts or going exit yields versus going in yields, do you think that those are roughly in-line with one another or would we expect that there’d be a significant difference based on the investment outlook just for 2015?

Well, our general strategy is to recycle investments where we can sell them at lower returns, lower embedded IRRs than what we can replace them at. So that’s we think obviously we can achieve that and exiting businesses where we don’t have the same level of growth opportunities compared to the investments we are looking acquire. So obviously our whole objective in recycling capital is to create that value positive arbitrage. So yes, I would hope that on a long-term basis absolutely the returns we’re replacing the assets we are selling are positive in the short run, sometimes that’s not the case because we are selling a highly contracted stable asset that doesn’t have much growth in, it’s possible that it could appear to lose in year one, but on a longer-term basis it was definitely positive for the business.

Okay. And then just lastly Bahir, corporate financing is this strategy just given that you are a bigger company now and you can support that $300 million to $500 million worth of debt at the corporate level, it is driven by rates that are more attractive, corporate financing? And is this something we should expect to be part of the capital stack for blip on a go forward basis?

Hey, Brendan. Maybe it’s a combination of lot of the thing or lot of the questions you just asked, as you’ll recall we’ve got corporate ratings of BBB plus that’s being granted to us with the promise that we don’t exceed a ratio of 10% of our total debt in the business at the corporate level. And so given where we sit today that ratio is about 5% to 6%, so there is a bit of room there. And given where that interest rates are today we feel like this is another avenue to explore for us to bolster our liquidity further. And whether or not we will become perpetual issuers of corporate debt remains to be seen in the future. But generally we don’t seek to issue a lot of this corporate debt it’s just that today where we sit with our ratios we feel like there is a little bit of room here and we can access the markets at good levels.

And if you guys were to issue near-term any sense on where rates would shake up?

It’s tough to say with current environment, we think it will be very attractive it’s just that the market has been a bit choppy, but this should be below 4%.

Okay, great. Thank you.

Thank you.

The next question is from Cherilyn Radbourne with TD Securities. Please go ahead.

Thank you very much, good morning. I am just curious in terms of the acquisition opportunities that you layered in a letter to unit holders, how would you rank those in terms of the size of opportunity I guess versus the likelihood of success based on the competition you think you’d face?

That’s a tough one Cherilyn. They all very different, I would say that the first one I referenced the government privatizations as well as the fourth one in referenced, which was the sale from investment funds, those tends to be more marketed situations definitely the government transaction. And as a result there is a bit more predictability around them, I’d say the challenge within from our perspective is that the ability for us to enter into a bilateral negotiation use relationship give us an inside track is very difficult. And so they tend to be a little bit more competitive from a cost of capital perspective. So I would describe those situations as probably the lower returning opportunities. But ones with greater certainty and they tend to be large, the government privatizations in Australia are massive, the dollar are huge. So there is some great opportunities to invest capital there. Whereas the second and third examples that I referenced, the transactions with Brazilian construction companies and the corporate deleveragings, those are very much made for our specific capabilities of where we got our teams and our platforms out there in the various markets and I’m working with people to help solve their own specific situations. And so they tend to be higher returning, but less predictable and usually slower transactions. So I don’t know if that’s helpful, but that gives you a little bit flavor of how everything matches up.

No, that’s good color, I appreciate that. Hopefully my second question is a little easier, just in terms of the transportation backlog, can you just give us a sense of how much of that relates to the Brazilian rail assets? And should we think about that as now I guess to the growth project in Australia where there is sort of a step wise change in the cash flow, but you actually have to spend the capital first?

That’s a good question. I think the short answer is, yes, except the one provide though is that in Australia most of the projects that we undertook there, particularly the rail projects, they were contracted on a long-term basis. And so we had a lot of visibility into what the cash flows would be. Whereas in Brazil there is a little bit more volume risk because even though we have a good sense of what our customers are up to, we are building the - a lot of these facilities with the relatively much smaller amount of contracted customer volumes and then looking to contracted on a longer-term basis. So we feel we can achieve higher rates overtime, with that strategy. But we are taking a little bit more volume risk by doing that. Is that helpful or I need to distinguish the difference between two?

No, that’s helpful, thank you. That’s it from me.

But the growth projections are very similar as far as what they can chose.

And Cherilyn this is Bahir here, just on your initial just numbers wise we’ve got a total backlog of $655 million in our transport segment and $240 million of that relates to the Brazilian rail acquisition.

Perfect, thank you.

Okay, thank you.

The next question is from Robert Kwan with RBC Capital Markets. Please go ahead.

Good morning. Just on the energy infrastructure opportunities, can you talk a little bit about, which kind of sub-segments whether it’s gathering and processing pipeline, storage as you been inactive in the ladder, are you seeing the potential for the best opportunities?

Hi, there. We’re looking at all of the above. We’re seeing the best near-term opportunities in area where we are focused on which is gas storage, and we still see opportunities to grow that business in the near-term. So that’s something that we’re quite interested in but the dollars are massive, but we think the risk-adjusted returns are the best we’ve seen in the sector. With respect to the other parts of the midstream sector, returns are still fairly aggressive and we did a bit on transaction late in the year and rates of returns that the winning party bid out we’re still much lower than what we are comfortable at. So that’s why I want to be a little more cautious on that the outlook for acquisitions in that sector just at this stage and time because I think there is still a fair amount of capital, but our expectation is that the winds are changing, and that we could be entering a very interesting time to make investments.

Okay. And I guess just following on that, in terms of attractiveness from the geography point of view Canada and U.S. I don’t know if want to get into basins, if there is any color on that? And as well historically you’ve had a cautious approach around area dedication deals. I’m just wondering if that view has changed or whether you are going to be looking for take or pay.

Well look I think the - yeah our approach to underwriting isn’t going to change, and I think our views around take or pay versus area dedication, I think will turn out to have been wise over the next little while as brick counts go down and we see volume drop across the sector, it may not happen this year as everyone is hedged, but I think overtime you’re going to see people would be disappointed with that type of structure. So we’re not going to change the way we look at it, but I think we’re - we have various areas where we think that are more prolific both from a gas and oil perspective and we will continue to focus in those markets.

Okay. Just turning to the toll roads, you referenced solid light vehicle traffic, I’m just wondering if you have some colors to what you’re seeing in terms of the mix with heavy vehicle traffic on your system, I guess some of the data points have been little weak on in Latin America now?

Yeah, so we’re seeing - I see light traffic growth anywhere plus or minus 5% in Brazil and in Chile, and heavy traffic is probably declining plus or minus 2%. So on average growth is 3%. Our Chilean toll road is mostly light traffic because it’s a communal road, but there is much more heavy traffic on our Brazilian and European roads.

And do you see that down 2% abating or is that your expectation going forward that it’s going to continue to be weak year-over-year?

I think 2015 is going to be a tough year, particularly for Brazil. But we’re hopeful that with some of the changes the governments made with new ministers and we think a more market oriented outlook, I wouldn’t say it’s perfect, but we’re hoping that things will improve beginning 2016. But the outlook for Brazil in 2015 will be tough, particularly with the water shortages in the country.

Okay. And just last question here you referenced with the ‘05, ‘08 vintage infrastructure fund, just wondering do you have a sense or can you give us what you see is the size of the capital that still deployed in those pools that could be up for sale?

In aggregate I don’t know. We just know what’s for sale at the moment and there is quite a few investments that are up. But the capital I would say is probably in total at least $20 billion, that was raised in that period of time. And it won’t all come out this year, but it’s going to come out over the next one to three year.

That’s great, thank you very much, Sam.

The next question is from Paul Tan with Credit Suisse. Please go ahead.

Hi, good morning. With the growth of your district energy business, are you seeing synergies with the Brookfield Properties Group especially in cities where there is a large office property price such as Toronto, Huston and the one that you mentioned like recently Sydney?

Hi Paul its Sam. I guess, the short answer on that is, yes. Yeah we leveraged several parts of the broader Brookfield organization, it’s not just the property group itself, because the benefit of the property group really only occurs when we have a system in a city where they have building. So obviously if that’s the case than we look for ways where we can turn them into a customer. And so obviously need easy conversation to have, but I’d say the two other areas where we really leverage the company one is with our construction division. They’re working with lots of developers who are building precincts in various parts of the world. We’re seeing this in Australia where the government has encouraged a number of developers who are developing these precincts and they’re looking to install centralized thermal systems and also water systems, recycling water systems. And those represent great opportunities for us to get introductions and to acquire the infrastructure. And so that’s really the nature of what’s happened in Australia. So we took advantage of that. And then as we underwrite new opportunities we do have a real-estate advisory group and they’ve been excellent at giving its insides into the development schemes for various cities that we’re looking at. So we do wherever we can try and mine all the information within the organization to build that business.

And do you look for geographies in that district energy business in cities where the Brookfield Group currently operates in like the recent Australia one, the Seattle one the group has a couple of buildings there, I mean is that sort of the - sort of go forward strategy or it’s...?

Sorry. I’d say the strategy doesn’t necessarily overlap entirely with the real estate group as we’re not looking to invest just where they are, that’s very helpful if that's the case and it can provide us with the competitive advantage. But I’d say generally we’re looking for scale of markets where there is a need for thermal energy, there is a large university hospital network there is maybe a large CBD and given the weather in the city they require either cooling or heating. So that could be on the heating side it could be Northern Europe, on the cooling side there is many places in the U.S. and Australia that are great markets for these types of systems.

Great, thank you very much.

Okay, thank you.

The next question is from Bert Powell with BMO Capital Markets. Please go ahead.

Thanks, good morning Sam and Bahir. The $1 billion of asset sales identified, can you talked us a little bit about how you’re thinking about the timing of that? And also I think there was some news in the press that I had already begun the process on NGPL and just how that figures into your disposition strategy in terms of raising cash?

Hi Bert its Sam here, I’ll talk those questions. First as far as the timing of our program, I think we highlight on Investor Day that recycling capital was a continuous effort for us in that we’ve year marked probably $1 billion of assets for sale over the next plus or minus three years. And so I’d say we’re just at the front end of that initiative. We’ve got two businesses that are currently for sale that I’d say are one is well advance, one is more in the early part of the process. Typically I wouldn’t comment on what businesses they would be, I think one of our partners has already commented about NGPL. So it is fairly well known that we are exploring strategic alternatives for that business. There is not much that I can add what they have already said, it’s early days in that process, they in reports that are out there I think people have highlighted the fact that this is a very attractive system, and while it does have high leverage buyers have many opportunities to deleverage and take advantage of the opportunities of the self-bound gas flows. So we are pretty optimistic on that and hopefully we will have more news for everyone in next quarter or two.

Okay, thanks for that Sam. And then I just want to go back to the capital projects for VLI and I think they were kind of broken into three buckets, which was the terminal incentives, the Rail Inc. and some rolling stock investments. The $240 million that’s in the capital backlog today for VLI where does that fit in terms of those three buckets?

So, I’d say the near-term projects, it mean there is a much longer term capital program that’s not all captured in the backlog today because we tend just to cover the plus or minus two years of projects. And so a good chunk of that capital relates to the TIPLAN [ph] port in Santos, which is probably half way done, it will, we think it will be a fantastic project and provide a tremendous time saving and cost saving for customers being able to void all the congested areas of Santos port. So that project is underway and I think in total that project is about on a 100% basis BRL2 billion so plus or minus $800 million. And then in addition to that we have a number of in land grain terminals that we are building, they are smaller obviously in scale than that port and again they are tremendous debottleneckers for the whole grain system they will cut the time it takes to load and unload from today, which is probably three, four days to less than 7 hours. So we have coupled of those terminals that are being built and I would say that’s probably the main focus of the system as well as certain parts of the rail system that are being upgraded. I hope that’s helpful, gives you little color.

It does Sam. And I am just trying to figure out what’s the gating issue that gets you from kind of the wherever the 2 million to 3 million tons per year to 15 million tons when that kind of I guess a little bit of following on Cherilyn’s question in terms of when do you just kind of start to have all the pieces in place to allow that growth to come-in in terms of tons traffic on the network?

The growth is much more incremental than lumpy, that it was seen in Brookfield rail because it’s not one customer specific and the rail system itself it is a little bit different there is sort of almost three system when you think of it, there is a self-system, there is a mid-north system, and the north system. And there is different projects that relate to each section of the operation that are underway and that they will come in at different times. So, unfortunately we can’t really direct you to one specific project that’s going to all of a sudden turn the switch on a bunch of new volumes. But as far as a near-term project to look to and see I think it’s a meaningful impact will be that TIPLAN [ph] port project that’s a meaningful project that should be done in the next 12 to 24 months.

Okay. Last question, Bahir just in terms of closing for TDF what’s your kind of best guess today or timing for that?

Hey Bert, we continue to be on track for an end of Q1 closing. So all looks good and yeah fingers cross we will get that done by then first quarter.

Okay, thank you.

This concludes the time allocated for questions on today’s call. I will now hand the call back over to Mr. Pollock for closing comments.

Great, thank you operation. And I’d just like to thank everyone on the call today for participating. We look forward to speaking to you again in May on our next call. Thank you.

This concludes today’s conference call. You may disconnect your lines. Thank you for participating. And have a pleasant day.