Welcome to the Brookfield Infrastructure Partners’ 2016 Third Quarter Conference Call and Webcast. 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] And at this time, I’d now like to turn the conference over to Melissa Low, Vice President, Investor Relations and Communication. Please go ahead, Ms. Low. Melissa Low Thank you, operator, and good morning. Thank you all for joining us for Brookfield Infrastructure Partners’ third quarter earnings conference call for 2016. On the call today is Bahir Manios, our Chief Financial Officer, and Sam Pollock, Chief Executive Officer. We also have Ben Vaughan, our Chief Operating Officer joining us this quarter as a guest speaker. 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?

Thank you, Melissa, and good morning, everyone. I am pleased to report today on another solid quarter for business from both the financial and operations perspective. We generated funds from operations or FFO of $235 million for the quarter, or $0.68 on a per unit basis, which is up 12% year-over-year. Our financial performance continues to reflect diversification of our business and the regulated and contractual nature of our cash flows. The majority of our operating groups are performing well, and our outlook remains positive for the balance of the year and beyond. Our results benefited from solid organic growth across the business and contribution from new assets acquired in the past year, partially offset by the impact of foreign exchange. Our ability to access substantial amounts of capital in the past year has enabled us to move quickly to secure and close several exciting investments. Last quarter, we indicated that approximately $660 million of capital was to be deployed into three new investments that will expand our transport and energy businesses. These transactions have all been successfully completed. We also announced the large-scale transaction that will meaningfully expand our utilities operating groups. We're investing a minimum of $825 million into a high quality fully contracted gas transmission business in Brazil. Upon completion, our cash flow from regulated frameworks or long-term contracts will increase to almost 95% and our inflation link cash flows will increase approximately 75%. We’re working towards completing this transaction by the end of the year and Sam and Ben will touch more on this during their remarks later on the call. With that as an overview, I’ll now take you to our financial results and operating performance for various operating segments. Our business delivered another solid period of same store constant currency growth of 9% which…

Great. Thanks, Bahir and good morning, everyone. Before I provide an update on our strategic initiatives, I just want to remind people that we had our Annual Investor Day New York in late-September. We like to take the opportunity to thank everyone who has able to join us in person or on our webcast. For those who weren’t able to participate, a presentation and audio playback is available on our website. Our theme this year was why Brooklyn Infrastructure is an attractive investment for all business cycles. That gist of what we covered is that while our investment thesis has security plus group is a new. We thought it was important to remind the unitholders and potential investors of our full cycle investor attributes as rate hikes could be on horizon in the United States. In a rising rate environment, businesses within internal generated growth and capital discipline should be highly sort out after by yield oriented investors. Over the past few months, we've been focused on a number of strategic initiatives that we've made good progress on. As a result, our efforts going into 2017 puts us with good momentum. Our cash flow run rate should benefit substantially from the following three areas of growth. The first area of growth is our significant capital backlog. Today, we have a potential to meaningfully outperform our 6% to 9% same store growth target range, due to a greater level of capital projects underway than we've had in the past. Our backlog is more than doubled in the past two years, and as a result up to $1.5 billion of our $2 billion CapEx backlog should be commissioned in the next 12 to 18 months. This includes the substantial portion of our projects in our utility segments, which will increase our rate…

Thanks Sam. We have been working on a number of growth initiatives in our utility segment and today I want to walk you through our rational and strategy to create value and also provide some color on the assets we’re buying and why we think these are great investment for our utilities portfolio. I’ll also contrast some of these new investments to our capital recycling initiatives in the same sector. At a high level, we made the strategic decision in the past two years to try to reduce our exposure to interest-sensitive bond like assets with low growth potential and no inflation protection and try to replace them with similar low risk assets. But once that have inflation indexation and higher growth potential and we feel comfortable that we could exit some of our bond like assets as we were seeing valuations for good utility businesses in North America trading at all times high. So, around the same time in late 2014. Many of you will recall, that we started highlighting in our letters and communication, that we were seeing interesting opportunities in Brazil, as capital was becoming very constrained in the country. The background here is that a few years ago, the economy in Brazil started to turn down as commodity prices fell, the downturn than accelerated as the country started dealing with the corruption scandal and a political crisis. And we notice that sentiment had turned extremely negative. Brazil lost his investment grade status, the currency and local equity markets traded way off and in general investors were heading for the exits and capital was getting very scarce. And I’d say the most interesting an important dynamic that we saw in the markets at this time, is the markets just stop differentiating between great assets, good assets and…

Okay. Thank Ben. Let me conclude the brief outlook for the business. Our primary focus for the balance of the years to closing our Brazilian strategic initiatives that Ben just talked about. Fully integrate our recently acquired businesses into our various operating groups and start positioning a number of businesses for sale in the next six to 12 months to fund our future growth. Looking ahead to 2017, while we expect that global macroeconomic uncertainties will continue to dominate the headlines, we believe that business conditions are generally good and consequently the outlook for our various businesses should be very positive. We are seeing excellent opportunities to expand our business and we have tremendous flexibility and financial resources available to pursue these initiatives. There are number of exciting large-scale opportunities, particularly in the communication sector in Europe and Asia, where mobile network operators are divesting of tower networks to recycle capital into their core businesses. We will evaluate number of these situations as we believe they have the potential to enhance the overall quality and embedded growth in our company. In conclusion, I’d like to thank all unitholders for their ongoing support and for those who are able to join us in the call today. I look forward updating you on our progress next quarter. With that, we’ll turn the call back over to the operator to open the line for questions.

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

Thanks very much and good morning. Wanted to start by picking up on your comments around Brazil, you expect that do you with your Investor Day that the economy likely bottom generally 2016 and it sounds like your conviction and analysis only increase, do you think that’s becoming a more generally expected to you and can you just comment on what you are seeing in terms of institutional interest returning to that market?

Maybe I’ll start and then turn over to the Ben, and thanks for the question Cherilyn. I would say the - while we are optimistic that things are returning and we are definitely seeing that in our businesses is lot to green chutes all across various parts of the country. We would have wanted just be overly optimistic sale all the problems are in the past. There are a number of risk that could take place and so, I’d say we are calling to bottom with guarded optimism. But as far as others, I think it’s generally help views that the country is turning and we are seeing more people in various transactions, we’re definitely meeting a lot more investors who have an interest in the country. And I guess the most recent proof of that would have been the auction that was help last week where we secured some more transmission lines, which was pretty well attended and I think the government was pretty pleased with the number of participants. So, all-on-all I’d say, yes, things are turn it around and people would agree about our assessment. Ben, anything to add.

No, I think that covers it and I think the attendance of last week’s auctions have good indication that people interest in the country is coming back.

Great, and I’m going to bounce a little bit. I wanted to ask you just given the recent turmoil in the shipping industry including a major bankruptcy, can you just comments on the positioning in your existing portfolio as new alliances startup next year and what you see as the potential for acquisition in that space?

Sure, again all pass this one and maybe Ben or Bahir might want to add some comments, but yeah first just talking about the bankruptcy pungent from the perspective of our existing operations the impact was relatively immaterial we had a few receivables in our Australian business that I guess we may have some challenges in recovering but the number was small and the impact in our North American operations was basically zero. So, on a longer-term basis that’s not what impacting us, one of the things that is going on is the whole realignment alliances that’s been taking place obviously, there’s a big merger with K-Line, NYK and MOL that was just announced this past. That will have maybe some shorter-term impact on some services as the new alliances get formed it means where particular services go to various ports make change, however the amount of volumes that we’ll see transported between the various countries shouldn’t get impacted and we feel very comfortable that our facilities are the best place in fact in each of their markets. I guess the two critical factors one is, whether a facility can handle the larger ships they’re taking place and our trade pack facility in LA, I think is one of the few that can handle ships over 12,000 TEUs and so it’s really well placed for the long term. There are also because we have some of the most technologically advanced facilities because they’re automated it means that from a cost perspective we’re also well positioned and so we should be able to compete for boxes with any terminals in any of our ports. So, while there will be in the near term maybe some shifting, I’d say longer term because we have some of the best facilities I feel very comfortable. Bahir or Ben you have anything to add to that?

No, it’s okay.

Hope that answer your question.

Just a second for the question was acquisition opportunities you sort of see some assets coming to market as a result of all of this on the port side?

So, the short answer is yes, there are some opportunities that are coming up. But the thing with may these terminals is they’re not all the same so it kind of comes back to the point I was just making our facilities are well positioned, they had the investments in automation and some of the terminals that are going to come up from some of these weaker carriers don’t tick those boxes. And so, today I wouldn’t say there is any particular opportunity that has it’s overly excited but we’ll continue to monitor what takes place and to extent that a premier facility does surface then we’ll definitely look at it.

Thank you. That’s all from me.

The next question comes from Rupert Merer with National Bank. Please go ahead.

Hi. Good morning, everyone. I’ll start with the question for Bahir looking at your edge is on the British pound what the average duration on the existing contracts is and how much of a headwind is the depreciation of the pound in the next year?

Good morning, Rupert. So, we’ve got pound in addition to all the other currencies that are outside of LatAm, essentially hedged up until the end of 2018 and the way you should forecast for that going forward is that for ‘17 and for ‘18 from a headwind perspective our hedge rates are about 5% lower each year compared to 2016.

Okay, great. So, on the UK good start to see some inflation, how well could that translate for you what percentage of your returns there have indexation?

Bahir again. So, our entire UK regulated distribution business receives inflation indexation, so we definitely benefit that from that. And the significant chunk of our EBITDA probably about 40% to 50% in our ports business as well as inflation linked and so also could benefit from that.

Hey thanks. So, I'll ask switch gears here for and then look at acquisition potentially you talked about communication space and either potential for acquisitions in Asia. If you look at investments in India for example, how might they compare to opportunities in Europe on a rest weighted basis in your view?

The markets are obviously very different. The European market is more developed and the number of new tower sites being developed is much lower than what you see in India for instance. Most of the growth is around core location and adding additional equipment to existing sites. But there is some we do have some rollout opportunities with our French business. And in India you've got different factors at play. At the end of the day from a risk perspective what we tend to look at is the quality of the underlying tenants. And I think there are some very strong counterparties in India and the growth there is very good. However, it is a market that is under consolidation, there is probably 8 or 9 M&Os in India versus in most of the Europe just probably 3 or 4 in most of the markets. And so, you have less churn or risk of churn in your tenant base. And so, those are all factors that we would have taken into account in our underwriting. So, long story short, we would expect to earn higher returns for India business. But the growth potential is better and the competitive dynamics are probably more favorable because there is not as many strong third party operators there today. And so, our ability to be to become a leading third party operator. It's higher there than say in Europe. Although I'd say Europe it's different than U.S. where you've got a couple of really established third party operator. So, I'd say both are good opportunities just slightly different.

And how is the market for M&A there would you see much competition in investing in that communication infrastructure in Asia at this time?

There is always competition I don't want to say there is no competition. But the competition is reduced in both Asia and Europe compared to say the United States. In United States, you've got as I just mentioned the couple of very strong third party operators. You have structures that they all have tax advantages that make them very competitive and they have low cost to capital. In Europe and Asia, you don’t those strategic in US don't have the same competitive advantages and not quite as tax efficient for them. The institutional investors are as familiar with the communication sector as they are for some other sector. So, the competition from the pension funds and software wealth funds while they're interested in this space. They just don't know what is well and so they tend to look to partner with people like ourselves who know what better. So, I would say I feel comfortable that we are well positioned I both of those markets and that the competition relative a number of other asset classes is lower.

Hey, thanks very much. I'll leave it there.

Okay.

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

Thanks, and good morning, everybody. Sam, just question on or maybe for Ben as well, on NTS U.S., is that recall part of 90% still has to be syndicated. Would you look to take your interest up there beyond the 20% and also just in terms of the timing nearly 25 on close but I think total commitments over a billion dollars. So just in terms of the extra cash to go into that business timing around that would be helpful? Thanks.

Okay, so just on the second point there. The deferred consideration gets paid in five years’ time and the cash flows from the business more than offset with that deferred payment is. So, I wouldn’t recall a funding issue in five years’ time.

Okay.

And then on the, the second piece - we don’t have any information for you today as to how much of any of that syndication further syndication that’s available to us that will take up. The order of magnitude though it’s not another billion dollars, it’s probably in the order of magnitude of plus and minus $400 million. So relatively modest in scheme of our balance sheet.

Okay, and then with all the opportunities it for you Sam. Does this accelerate your capital recycling program, do you kind of push harder on that to bring maybe some of the lower mature assets get that repatriate the cash sooner rather than later?

The pace of our recycling initiatives I say, it’s the same as we’ve set out a couple of quarters ago, so we identified that we’re looking to realize proceeds of about a $1 billion a year over the next two or three years from asset recycling initiatives. I think that’s realistic target and it’s really more related to the development of a number of our businesses where there fairly matures someone don’t have the same growth profile that we’d like to have for our overall portfolio and we think and says market we can achieve valuations that would surpass what we would value them on our own. So, we’re pressing ahead, I wouldn’t say it’s necessary dependent on these initiatives, but having said that I feel really great about the start of the rotation that Ben talked about in his piece where we were able to sell assets. Letting that fact on an IRR basis would be mid-single digit IRRs and we’re investing them at - that could be comfortable risk assets at double digit almost mid-teens IRR. So, that the pickup is huge. So, anytime we can do that, we will do it all day along.

Okay, thanks Sam. And Bahir just any update on the ENV par loan?

Yeah, it’s Ben speaking. On the ENV par loan, we expect that loan will get repaid sometime towards the end of this year. So, I think that’s prior consistent with what we said before.

So, it shows for the benefit corporate income pickup, you’ll probably see another full quarter contribution but not the similar to this quarter. But and that may decline going forward into 2017.

Do you get cash back or are you able to swap for assets Bahir?

No, we’re going to get cash back Bert.

Okay. Thanks.

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

Hi, good morning, guys. Two-part question for me. First one is, is the environment for game changing transactions still strong out there. And secondly given that you have already acted on some of those, is your appetite for game changing transactions, equally strong that it was at the same time last year?

Hi, Frederic. I’ll talk to that one first and then Ben or Bahir can get in. The - I’d say the environment is still I think conducive to game changing transactions; I mean we are seeing in many geographies today and many sectors obviously North America here just with the Enbridge and TransCanada transactions as being good examples. So, there’s no doubt that we’re in an environment where large high quality businesses are available. The only caveat is we are value investors and so it needs to makes sense for us. I think we’ve done probably some of the larger deals that we’re going to do in Brazil so I'm not sure it is any material big transactions that we’re looking at today in that market where we saw the best value. But we’re and I think we’re kind of telegraphing to the market today is that where we see exciting opportunities is in the communication sector either in Europe or Asia and I don’t know what the definition of game changing but I think they would definitely meaningfully expand that sector for us and we’d be very excited to growing that sector. Yeah, I'm not sure of that pull at the end of the day, answer your question but hopefully gives you a flavor for what we’re thinking about.

All right it sorts of does I just didn’t know I'm not that familiar with the construction, the telecom space and just going to appreciate how big the transaction might be for you to pursue so the clarification does help so. Probably be more looking at year like 2014 then when you did have some good acquisitions there, but sounded like your focus on capital recycling initiative is really is going to pick up a bit in 2017 that’s fair to say?

Yeah, look I think the cap recycling is going to be important in next year. some of these telecom transactions could be fairly large though so I don’t want to say that they are small, these are we probably have opportunities to deploy a billion dollars or more in the telecom sector in the next year or two.

Great, that’s helpful. Okay, thanks. That’s all I have.

The next question comes from Andrew Kuske with Credit Suisse. Please go ahead.

Thank you. Good morning. I guess the first question is for Ben and it relates to just the Petrobras disclosure either earlier this week or late last week were they fairly delineated what they perceived to be the cash flow profile from NTS and the future, is that fairly representative or somewhat to the view that you’ve taken?

Yeah, Andrew I don’t think we would view it as materially definitely, I think as we’ve talked about the cash flows of this asset are fairly transparent and locked in under contract. A big part of our thesis here as we’ve discussed at our investor day especially was the underlying returns come from the cash flow and we think we’ve underwritten it on a fairly conservative basis. The returns could be fairly exciting for us if we get a rewrite of the country of the asset during our ownership piece but from the underlying cash flows, they are fairly transparent.

Okay. That’s helpful. And then keeping within gas pipelines where the shifting geographies, there’s a Western Canadian gas producer that committed to a contract in NGPL and I just like to sort of explore is that contract a two-year contract for the tenure option does that something you’d like to replicate more of to just fill NGPL to a greater degree Southwards and then what kind of expansion opportunities do you see on NGPL?

Maybe I don’t know if anyone …

Andrew, it’s Ben again, I’d say the short answer to your question is yes we do want to essentially find more volumes to fill the pipe moving down to the south. Our view is that overtime more LNG is going to move out of the south and the markets in Mexico are going to develop and start to pull gas out of North America and so we are looking and we see pretty decent amount of potential supply that will move through our pipe down South and we’re looking to commercialize it in the coming years and so fill the capacity.

And maybe just adding to that. In fact, our energy team at west was pretty instrumental in working with the NGPL sales people in coming up with that contract. And the thesis is that things are going to get fairly congested going into the Midwest in Chicago market. And so, for producers to have access to other markets is going to critical to them. And - is just really well placed to help access those markets to down as Ben said to the LNG term was being developed and the Mexican pipeline is being built. So, I'm hopeful that there could be other producers who have the same four site that the Seven Generations did in securing that capacity.

That's helpful and if I may just one final question on the topic. How much excess capacity do you have in the out years and then what low hanging fruit is there from just compression additions before you get into looping pipe.

Look, I don't think we have the exact numbers for you. What we've talked about is for the first reversal we've got most of the capacity contracted I believe. And we've talked about investing further capital for a second stage expansion to deal with further capacity. So there probably is going to be some additional cap requirement and these are things that the team and NGPL and kinder are working on.

Okay, very helpful. Thank you.

Next question comes from Robert Kwan with RBC Capital Markets. Please go ahead.

Good morning. If I can just start with NTS, and you're buying asset unlevered. I'm just wondering if there any update on the plan for the debt at the OPCO.

I don't think Robert, it's Ben, I don't think there is any plan there is no change in our plan today. Our intention is to close the asset with funded with the 100% equity. And when lending markets in Brazil fully normalized look to put a normalized capital structure in place. And as described in my comments, it feels like the markets have bottomed and are heading in that direction. But at this point the plan is to there is no change in the plan.

Okay. If the market conditions don't come around anytime soon to finance down with the OPCO, what type of debt mix and maybe this is for a Bahir what kind of debt mix would you be comfortable allocating at the Holdco level?

Robert, I think that's probably I'm not sure we have the answer to that question right now. But we'll continue to monitor this going forward.

And maybe I can just add to that. At this stage Robert, we just assume that it remains unlevered. And so, that sort of our conservative goal in assumption. And I see just as upside if there is opportunities to add leverage on an accretive basis down the road. So, we'll see how things developed. My sense is, it's unlikely that we would think of financing that at a corporate or Holdco level just given the currency mismatch. So, we'll wait to the capital and interest rates get down to a more interesting level in the next couple of years and evaluate at that point in time.

Fair enough. If I can ask just as you've focused here on the opportunities that you had in Brazil, you have decades of experience in that market. And I'm just wondering as you think about the deals like you've done how important was this and how much comfort did having that history of the local and political not all have to be able to move quickly and confidently on the transactions that you've done. And ultimately, I guess I'm just wondering if you saw a similar scenario play out where you had capital constraints or political term oil in another emerging market. How quickly or confidently would you feel you'd be positioned to move somewhere you didn't have that type of long history?

Robert, I would - it's Ben speaking. I think being local in these markets is important to us, we do have a longer history in Brazil than in some of our other markets. But in many of the markets that we’re in we have many years of local, of good local presence, so in the other markets outside of the OECD Peru, Columbia, India. We have had markets; we have had local presence there for now over eight years. With teams on the ground, so I’d say we - it’s an important part of getting comfortable with the dynamics that are going on and making sure that we have views, well informed views about where the countries are headed rather than just getting the views from the headlines in the papers at any given moment. And to that program for us hasn’t change, and isn’t going to change. So, our offices in all the countries that we operated in specially in the more emerging markets are mature and if new opportunities came up where we saw the fundamentals of the country not changing or even in some cases changing for the better but some headline risk because of short term events, I think we’d obviously consider as value investors and those can turn investors looking at opportunities in those environments.

Okay, so the pace that you have moved in Brazil and amount of capital you have committed was more is the function of the opportunities in the country rather than say your comfort level at least relative to other for emerging markets that’s what you have had a multi-year presence to that, fair?

I think that’s fair, I think that was a relatively unique window in Brazil, where its sentiment was particularly negative and the country was undergoing some dynamics that were different than the other countries. So, there was a unique window in last couple of years.

Thanks very much.

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

Okay, thank you. Thank you, operator and thanks for everyone who listened on the call and for all the questions, I know this was probably one of our longer calls, so appreciate everyone's attention and we look forward to reporting on our progress to you next quarter.

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