Welcome to the Brookfield Infrastructure 2015 Fourth Quarter Conference Call. As a reminder, all participants are in listen-only mode and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. [Operator Instructions] I'd now like to turn the conference over to Melissa Low, VP of Investor Relations and Communication. Please go ahead.

Thank you, operator, and good morning. Thank you all for joining us for Brookfield Infrastructure Partners' yearend 2015 earnings conference call. On the call today is Bahir Manios, our Chief Financial Officer, and Sam Pollock, Chief Executive Officer. 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 our 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 like to turn the call over to Bahir Manios, Bahir?

Great, thank you, Melissa, and good morning, everyone. Brookfield Infrastructure achieved record results in 2015 in spite of the drag from the effect of foreign currencies. Our successful year was somewhat masked by the volatility in equity markets. Stocks in our peer group sold off in response to market anxieties despite infrastructure assets remaining highly sought after by private institutional investors. We're fortunate that in this environment we're able to find ways to capitalize on this dislocation by being a buyer of publicly listed companies and a seller of assets in the private markets. Of course our unit price is not immune to negative sentiment, but we're pleased with the results of the business and are very optimistic about the company's prospects for the coming years. The following is a summary of our key accomplishments during 2015. First, we generated very strong results. Our FFO per unit of $3.59 increased by 12% on a same-store constant currency basis, demonstrating the strength of our operations and highlighting the benefits of owning a diversified portfolio of high quality infrastructure assets. Second, we invested approximately $600 million in organic growth projects. These projects will expand the size of our utilities rate base, our road and rail networks and our energy systems. We expect these projects will generate attractive risk adjusted returns and lead to EBITDA growth of almost 10% on a run rate basis once fully online. Third, we established the communications infrastructure platform. We invested approximately $450 million in a leading French communications infrastructure business in March of 2015. This business generates secured and sustainable cash flows in addition to providing further diversity to our portfolio. We also committed over $1.5 billion of capital. These include our toehold position in Asciano and Australian rail and port logistics operator, our increased ownership in…

Great. Thanks Bahir, and good morning everyone. Over the past year, we've continued to pursue investments to build out our operations. Weakness in commodity markets, parts of the capital market and certain economies around the world have created numerous opportunities to deploy the capital we raised during 2015. In August 2015, a consortium led by ourselves reached an agreement with the Board of Asciano to take the business private in a transaction dialed at approximately AUD12 billion. Our transaction was subject to a regulatory review and as most of you know unfortunately the regulators initial assessment of the impact of the transaction on competition in the Australian rail sector deferred from our own. Over the past several months, we've engaged with ACCC the Australian Competition and Consumer Commission and various customers to address these concerns. In the meantime, a consortium of primary infrastructure investors put forward a competing proposal to Asciano and its shareholders. During the quarter, our consortium for our toehold position in Asciano to improve our position to successfully complete the transaction. Our consortium acquired a total interest of approximately 90.2% at AUD8.80 per share. For infrastructures share of that investment was approximately $900 million. We expect that this transaction will play out over the coming weeks and months. The competing proposal as well as our own requires undertakings to the ACCC and the ACCC has committed to comment on the two proposals including the adequacy of our undertakings by February 18. The outcomes of these deliberations may have significant bearing on which transaction ultimately is successful. Our consortium comprises of a number of the largest and most sophisticated infrastructure investors globally. We're confident that we have the resources and flexibility to further refine our proposal if necessary to satisfy the concerns of the ACCC and continue to…

Thank you. We will now begin the question-and-answer session. [Operator Instructions] The first question comes from Cherilyn Radbourne of TD Securities. Please go ahead.

Thanks very much and good morning. So clearly the headlines around Brazil are a source of investor anxiety and so I was just wondering if you could update us on your thinking around the timing of an economic recovery in Brazil? I think you've been thinking perhaps 2017 and I was just wondering if that’s changed.

Hi Cherilyn, it's Sam and I’ll talk to that question. Obviously, we don’t have a crystal ball in relation to Brazil and so take our views with the [indiscernible] I guess. We would probably today continue to see the beginning of recovery in 2017. I think this year will still be a relatively difficult year based off of what we're seeing in our businesses today. But we are seeing some green shoots in various parts of the country that are benefiting from the low currency. So there is no doubt that we're starting to see some impact from that enhanced cost base that certain industries have, but I’d say, it's still going to be tough year. And the only element that is very unpredictable is we just don’t know what types of policies this current government will be able to implement to assist the economy to recover, that’s probably the biggest question mark today.

And is that scaring away an investor do you know incrementally in terms of those who might be competing against you for asset sales?

Today my perspective would be that the number of competitors inside the country are still relatively few. Most of them I think are challenged with either issues related to scandals or just high debt levels. But we're starting to see more interest from foreign investors. There’s definitely been a pick up. I wouldn’t say it’s a rush, but I see the tide is turning as far as foreign investments looking at the country.

Okay. And the last one for me, just giving your comments around the disconnect between public and private market valuations and as you look at your own unit price, how do you think about buybacks or your own units versus the attractiveness of the deals that you might have in your pipeline?

That’s a good question Cherilyn. I think the -- we always look at our shares as a source of investment and we have in the past acquired units. Today we're somewhat restricted because of the debt that's in the market. So we don’t have flexibility to buy our stuff, but once the Asciano situation has resolved itself and we don’t have those limitations if we continue to trade at these levels, I think it could make a very compelling opportunity for us.

Great. I'll pass it off to others. Thank you.

[Operator Instructions] The next question comes from Rupert Merer of National Bank. Please go ahead.

Hi. Good morning everyone. The question for Sam or Bahir, you mentioned that capital recycling will be used to support your growth requirements if prices remain depressed. Of course recently you've been focused on recycling transmission assets in North America, but in your view what’s the low hanging fruit for recycling going forward?

Sure. Hi Rupert. Look as you can appreciate I don’t want to specifically name businesses that we would sell just because it causes anxieties internally, but what I can say to you is that the things we generally look at I would say, there’s two criterias. The first one is, is the business mature and have we fully executed on our lease, execute on the lion's share of opportunity to drive value. May the business we buy we often have identified particular ways to create value. So if it’s at the latter end of that process and we think we have achieved most of those things, then that’s something that we would definitely put into the mix as far as considering it for an asset sale. And then the second thing we would consider is it a business where we just think others are placed in a considerably higher value to the business than we would. And I think in utility sector we've generally see that phenomenon today. They're great assets, but we just think the returns are at a level that we can redeploy them at much higher levels elsewhere. So I realize that doesn’t -- that's not going to help you pinpoint exactly where we're going to go next, but hopefully gives you a flavor for how we think about it.

Great. I imagine there are some regional concerns as well at this point given recent moves in foreign exchange.

Yes, it's a fair comment. We would probably be reluctant to sell assets in jurisdictions where the currency has moved far up where we think is a reasonable level. However the one caveat to that is to the extent that we're showing an asset in the jurisdiction and then redeploying the capital in that same jurisdiction then that's the consideration we can then take off the table.

Okay. Great. And then secondly looking at your same-store constant currency growth of 13% year-over-year in Q4, can you talk generally about how much of that is volume driven versus inflation driven. And then getting back to Brazil, how much inflation are you seeing in Brazil today and can you talk about how you could see that inflation feeding its way into your contracted revenues in 2016.

Hi Rupert, it's Bahir. I can take this one. So as you know that our same-store growth was pretty robust, we probably see today about average 3% to 4% coming from inflation indexation as well as pretty strong volume growth and really where that was is in our Brazilian real logistics business and in our district energy and natural gas transmission businesses as well. So there was a good chunk of that and then we did have a lot of CapEx that's been commissioned or came online as well during the year or during the quarter vis-à-vis the prior year and that contributed pretty significantly as well and most of that is coming essentially from our utilities rate base where typically once we spend the capital we start earning on that rate base in a short timeframe. So that's really the breakdown here as far as inflation in Brazil today in our toehold business where we're getting anywhere between 6% to 7% inflationary inflation tariffs that was for 2015. But going forward in 2016 we expect about 10% tariff growth and that should help a lot just given some of the traffic declines that we're seeing in the country. So I think that the outlook for next year on the inflation side is very positive as well.

Great. Just a quick follow-up, how much decline are you seeing in traffic or would you anticipate any traffic in 2016?

So real quick, we have seen a fall or a drop in traffic in heavy traffic volumes and that's in our Brazilian business, but that's been offset quite a bit because our light vehicle traffic and essentially that's in our Chilean toehold has been very robust compared to 2014. So on a blended basis, we've seen about 3% to 4% overall traffic decline, but that's been more than offset by the inflationary tariff increases that we're seeing and hence why you've seen our EBITDA in our toehold business in local currency terms increase by about 5% compared to the prior year.

Okay. Excellent. Thanks very much.

Thank you.

The next question comes from Bert Powell of BMO Capital Markets. Please go ahead.

Thanks. Sam, on Invepar, is there anything in terms of the assets there that is eminent or particularly attractive to you?

So two questions there, other assets that are attractive, excluding the number of assets that we fund very attractive, there is a great road in improved that caused EPR leverage like. We've always been attracted to the subway system in Rio and there is a couple of roads that they have in Brazil that are good, some that aren’t as good. And then the only question mark on the business I'll tell you, the most challenging asset but the one with the most optionality was always the airport in São Paulo. So true answer is that there is a number of great assets in the portfolio, but all of them with some issues that need to be sorted out and the decision we make. And as far as whether there is asset sales that are imminent, we believe that there likely will be, but it's not right for us to comment on the timing of that as it's not within our control, not is it up to us when they get sold. But our expectation is that they're likely to be something that takes place this year.

Okay. And walking away includes walking away the dip is off the table as well.

The dip is off the table. We almost in effect did adjust just a dip into different companies, in fact into an even more secured position.

Okay. Great. And then Sam I just wanted to go to Australia and the track access agreements and take or pay and clearly there has been some press around some challenges that some of the iron ore minors have. Wondering if you could just go into two things; one, what is probably the status with one of the larger guys in terms of tons per annum [Korea] and also just what are the opportunities on the cost saving side for those operations to mitigate that and I assume a lot of that cost saving that you do, we get passed back through to some of the guys that are struggling?

Sure, so I also can't get into specifics on the negotiations. I think you're alluding to a lot of press around KMLs effort to initiate discussions with basically all their suppliers. They would be probably the most affected by the low iron ore price just because it's a relatively new mine. They're still ramping up and their cost base is probably a little higher than some of the others. We're participating in a very constructive manner with them and with all the other participants. If anything is going to happen, it will be as a result of everyone participating. We're really encouraged by the fact that the owners and their banks, which are all Chinese and so effectively state-owned, are very committed to the project. I think they are seeking some signs to support from all the stakeholders during this difficult period of time, but we definitely get the sense that they're not looking to up the way by any stretch and we'll have very constructive conversations with them. I can't get into exactly what that means for us and the others, but I think our interest is obviously to preserve them as they are long-standing customer and it's a very long life mine and it produces great iron ore for their operations. So I would say while it's unfortunate that the price cut is at this level, I still see them as a very good customer for a long period of time.

Okay. Perfect. And just last question, just in terms of smart meter, how would the return on that rate base compared to what you currently get in aggregate for your regulated businesses?

Okay. So look again I can't be overly specific as it's a competitive market and we compete for those installations. So obviously what we -- what our returns would be if I told you then others -- the marketplace would know what to use to compete against us. But what I would say is our competitive position with our other products is probably better just given the uniqueness of the business model. Our ability to multiple connections and obviously just our market position allows us to earn better returns. We're getting into smart meters. We have a couple of strong competitors there today, one of which is Macquarie. It’s a relatively low risk business with very solid contractual frameworks and so the returns are slightly lower, but we think that they're still very accretive for the business. And we think we can leverage our position today where we manage and own a bunch of conventional meters to get some synergies, but I guess the short answer to your question is that the returns will be slightly lower than what we achieve today in our other product offerings.

That’s great. Thanks Sam.

The next question comes from Frederic Bastien of Raymond James. Please go ahead.

Hi, good morning.

Good morning, Fred.

I was wondering if you could expand on your decision to double up on NGPL. About a year ago it sounded more like you were a seller of that business, but pursuant to your strategic review probably there was an opportunity to buy the stake that you ended up buying, but I was wondering if you could expand on that please.

Hi, Frederic. I'll talk to that and maybe Bahir might want to add a few comments as well, but look I think it was one of those business going into last year, we still hadn’t reached that inflation point that I referred to and at that point in time, we were probably in difference as to whether we were buyers or sellers. I think it was always on a table as to whether we just buy out our partners or sell along with them. Many of them had reached the point where they decided it was time for them to sell. And for us this decision to reinvest really landed on two elements. I think the first one and probably the most important one was just discussions we had with kinder themselves about rebooting, restructuring the relationship to foresee them increase their ownerships so that we were more heavily aligned adjusting some of the operating framework and liquidity frameworks, which would be more typical to what we have on our other businesses where we can have a more active role and I think just generally we just saw opportunities to do more things with Kinder. So I think the relationship took a very positive turn and we were quite enthusiastic about that. And then on top of that, as we were weighing the various alternatives we could see a significant change in just the dynamics around the cash flow and what was it doing to this particular pipe and with a reversal of the direct pipeline and the gas from the Marcellus now flowing into our system and really tightening up the contractual profile, we had much, just much better visibility into the cash flow streams for a long period of time in this business and its just I guess we affirmed our initial view from many years ago that this was an important pipeline and that it would be a great asset for us. So I guess those were the two factors, but I guess I think that’s really I can add and Bahir, do you have anything to add to that?

No, that’s fine.

Okay. Thanks and with respect to this reversal project, is this where you're at in terms of this completing basis it's a long term process or how quickly can you get that reversal going?

Well, some elements of the reversal that we can affect without any capital and then there is significant portion that requires some capital that we’re just in the process of scoping out and implementing. And as I mentioned in my remarks, the increase in EBITDA, which is largely a result of that project, it will take place over the next three years.

Okay. That’s helpful. Last question for me is just wondering I guess May last year you announced that you would acquire the remaining stake in [Ontario with Alberta] what is the status on that? I haven't heard anything from that in a while.

So we're still progressing with that. We’re in the stage of the process where we're receiving feedback from the CBM regarding our take private documents and I believe we have just two comments left to resolve and our hope is that we would have the privatization complete by end of first quarter or second quarter. As I understand, I think there is broad support of the market for the privatization. So we don’t see any issues at this stage.

Okay, but you expect a conclusion in the next few months.

That’s correct.

Perfect, thank you very much.

Okay. Thank you.

The next question comes from Robert Kwan of RBC Capital Markets. Please go ahead.

Good morning. Just kind of come back to the public-private conversation and does -- where the unit price has changed, how you think about your normal targeting in terms of the co-invest structure as you move forward with your investments?

I guess it depends on the transaction site. So it typically occurs when we max out the amount that would be invested by the fund and as you’re familiar with, approximately 40% of the capital for each investment comes from BIP. And so on larger deals an Asciano type deal in today’s environment we would probably raise more capital from [co-invest] than we would from BIP just because of the -- our limited resources. And obviously in periods of time where we have more resources then we would possibly take up a larger share, but I think you're comment is right.

Okay. And I guess just staying with that and coming back to your comments earlier about share buybacks recognize that maybe the Asciano transaction here might be freezing out, but if the disconnect of that why and sounds like it's not just kind of generalizing across the market you certainly feel your unit price is the same way, what’s the thought of undertaking a larger asset sale process or for some of the larger assets with the idea if Asciano comes together if that could help fund the cash component even if it doesn’t come together you would be monetizing at a pretty good price and then if your share price was weak you could continue to then go in more just acquire new businesses for value.

I didn’t quite follow all that Robert, but -- so putting aside Asciano I think what you said and we’ll see how that plays out, but I think more broadly strategically would we sell assets just to -- I think if I cut through your question was where would you sell assets to buy back shares?

Why not just the larger than the roughly $300 million-ish that you’re guiding to?

And look I think that's something we'll monitor because it's hard to say just how many shares or units we could buy once we start buying. It's possible that the share price would increase significantly as soon as we start buying. And so we would want to sell large assets and find that we had lots of liquidity and the share price moved up. But I think more strategically we would be prepared to buy shares if the share price remains low for a period of time and consider that as a alternative to buying other assets. So I don’t think -- I think the same thing and I think the short answer is yes, we would buy shares on a larger basis.

Okay. That’s great. If I can just turn to midstream, Sam, I think you started out earlier in the call talking about the potential to maybe for the first time given some of the evaluations have fallen and as well some of the assets that are now out for sale that otherwise might not have been available in better markets get into the North American midstream side of things. But then you went on to make a comment both in the letter and on the call about maybe the valuations that we’ve seen particularly with the assets or the stock, the MLP stocks has not just been a negative sentiment, but really underlying poor fundamentals. So I’m just wondering can you reconcile those two and maybe it’s just a subset of what you're looking at, whether its pipes versus gathering and processing, but just any extra color on that.

Well, I think all we were identifying -- always trying to identify was that I don’t think for maybe the MLPs that the sentiment base that they're just going to snap back. I think many of them have been rated in value, but I think as has happened in every market and to an extend happened to us, with the tide going out all the stocks that are traded down and in those -- in that universe, there are a number of high quality businesses that have traded off more than they probably deserve to. And this represents an opportunity for us to identify those higher quality businesses that are mispriced and to see if we can acquire them.

Okay, so are you seeing better value than actually acquiring the publicly traded companies as a whole or are you seeing better value at this point that just some of the assets that seem to be shaking ways from sellers that otherwise might not have sold just given the distress that's going on right now.

I think it could be a combination of both. There is always challenges in executing take private as we’ve learned, but with our gas storage investment, we did a mix of buying assets on the value basis from distressed sellers and then we also buy distressed companies. So I think as we look to grow up a meaningful position in the U.S. midstream sector, we’ll take a very similar approach. We’ll buy assets and will buy companies.

That’s great. Thank you very much.

Okay. Thank you.

The next question comes from Brendan Maiorana of Wells Fargo. Please go ahead.

Thanks, good morning. I don't know either for Bahir or Sam, so you guys addressed a little bit of counterparty exposure I think earlier on the rail response to a question on rail. Broadly if you think about your long-term contracts and the counterparties, do you see any counterparty risks for any of the long dated contracts that you have and if so, do you feel like there is a good pipeline of customers or potential customers that could backfill any risks that you might see throughout the business.

Hi, Brendan, we analyze and assess the counterparty risk across all our businesses. I think most of the ones that are of particular concern are showing themselves today whether that’s what the steel company in PD ports or its some of the commodity situations in Australia. I would say generally we’ve got a pretty well diversified business. So nothing that's keeping us up at night. Obviously we're watching the iron ore situation the closest. We feel pretty good with the low cost nature of our coal terminal in Australia. So I would say that's less of a concern and the construct of the business is different. So it tend to get -- it gets socialized across all the dates. We feel good about our telecom customers in France. There probably will be some consolidation there, but that could potentially be an opportunity for us. And I think in the energy sector in the U.S. where maybe you might think there is some counterparty issues that have been generally talked about, I’d say our customer base are mostly LDCs with solid rates and we don’t really have any of the notable exposures that people talk about like Chesapeake and others. So we generally feel pretty good about that. So I think we’re on top of it and obviously the ones we'll have to continue report to you on will be the iron ore customers in Western Australia.

Okay. Great. And then a question probably for Bahir, so $75 million impact on FX or the annul 2015 if currencies stay where they are today what would be the headwind as you're thinking about it for 2016?

Hey, Brendan, so as we’ve noted before, on the hedged currencies so this would be the Australian dollar CAD, Euro and the Pound generally speaking we could see a drop off in hedge or I would guide you to a 5% overall drop off in hedge rates in 2016 for those currencies. And then the rest of them are un-hedged. So, I guess if your question is if they stay where they are today, then there would be no movements with respect to those.

Okay. And so the 5% drop in hedge rate is from a dollar perspective or is there a sense of how much it will have an impact relative to your 2015 results.

Yeah, so whatever FFO is coming from those currencies, I think generally that’s about 60% of our FFO today then you would see a drop off of 5% in 2016 from those currencies.

Yeah. Okay. Great, so like 3% or something like that on the overall basis.

Sure. Okay.

And then last one for you on just the $900 million investment in Asciano, are the economics of that current investment roughly comparable with the proportionate economics that you laid out in terms of the original acquisition as it was disclosed in the fall?

Sorry Brendan can you repeat that?

Yeah, so just on the -- are the economics of your $900 million investment in Asciano stands today and just kind of thinking about how that would flow through current earnings, current FFO is that -- are the -- is the return on that investment comparable to what the return would have been on a pro rata similar dollar basis for the transaction as you laid it out in the fall in terms of the overall acquisition that was announced.

So I’m not sure this is an accounting question or economic question, but from an accounting perspective, I believe we haven’t taken any results on that.

So Brendan if the question is more towards what would actually get booked in our financials versus returns that unless we see the returns aside here from an accounting perspective, this would be classified as an available for sale investment or otherwise referred to an U.S. GAAP as a cost accounting investment. So it would be more any dividend income that we receive would be what we would report into our results and for the fourth quarter which is when we made this investment, we haven’t recorded anything with respect to that capital.

Okay. And going forward let's say if there is not a resolution of this right away so maybe you keep that investment for the first quarter or are you reporting your FFO is whatever the dividend income would be or being nothing, you wouldn’t be taking your prorate portion of the results at your $900 million investment.

That's correct. Brendan, it will all driven by dividends.

Okay. Great. Thank you.

Thank you.

This concludes the time allocated for questions on today's call. I would now like to turn the conference back over to Sam Pollock for any closing remarks.

Okay. Thank you, operator and thank you to everyone for joining the call today. We look forward to updating you again on our progress for next quarter.

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