PARTNERSHIP CAPITAL

As at December 31, 2017, our partnership’s capital structure was comprised of three classes of partnership units: units, preferred units and general partnership units. Units entitle the holder to their proportionate share of distributions. Preferred units entitle the holder to cumulative preferential cash distributions in accordance with their terms. General partnership units entitle the holder the right to govern the financial and operating policies of our partnership. The Holding LP’s capital structure is composed of four classes of partnership units: Special General Partner Units, Holding LP Class A Preferred Units, Managing General Partner Units and Redeemable Partnership Units held by Brookfield.

In its capacity as the holder of the Special General Partner Units of the Holding LP, the special general partner is entitled to incentive distribution rights which are based on the amount by which quarterly distributions on the Holding LP’s units (other than Holding LP Class A Preferred Units) exceed specified target levels. To the extent distributions on the Holding LP’s units (other than Holding LP Class A Preferred Units) exceed $0.203 per quarter, the incentive distribution rights entitle the special general partner to 15% of incremental distributions above this threshold. To the extent that distributions on the Holding LP’s units (other than Holding LP Class A Preferred Units) exceed $0.22 per unit, the incentive distribution rights entitle the special general partner to 25% of incremental distributions above this threshold. During the year, the Holding LP paid incentive distributions of $113 million (2016: $80 million, 2015: $64 million).

The Holding LP has issued 115.8 million Redeemable Partnership Units to Brookfield, which may, at the request of the holder, require the Holding LP to redeem the Redeemable Partnership Units for cash in an amount equal to the market value of our units. This right is subject to our partnership’s right of first refusal which entitles it, at its sole discretion, to elect to acquire any Redeemable Partnership Units so presented to the Holding LP in exchange for one of our partnership’s units (subject to certain customary adjustments). Both the units issued by our partnership and the Redeemable Partnership Units issued by the Holding LP have the same economic attributes in all respects, except for the redemption right described above. The Redeemable Partnership Units participate in earnings and distributions on a per Redeemable Partnership Unit basis equivalent to the per unit participation of the units of our partnership. Our partnership reflects the Redeemable Partnership Units issued to Brookfield by the Holding LP as non-controlling interest–Redeemable Partnership Units held by Brookfield.

On September 14, 2016, our partnership completed a three-for-two split of its 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 approximately 115 million additional 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 General Partner Units and Redeemable Partnership Units of the Holding LP were concurrently split to reflect the Unit Split.


(a)	Special and Limited Partnership Capital



	Special General Partner Units			Limited Partnership Units					Total
UNITS MILLIONS	2017	2016	2015	2017	2016		2015		2017	2016		2015
Opening balance	1.6	1.6	1.6	259.4	243.2		225.5		261.0	244.8		227.1
Issued for cash	—	—	—	17.2	16.4		20.2		17.2	16.4		20.2
Repurchased and cancelled	—	—	—	—	(0.2	)	(2.5	)	—	(0.2	)	(2.5	)
Ending balance	1.6	1.6	1.6	276.6	259.4		243.2		278.2	261.0		244.8



	Special General Partner						Limited Partners								Total
US$ MILLIONS	2017		2016		2015		2017		2016			2015			2017		2016			2015
Opening balance	$	19	$	19	$	19	$	4,215	$	3,716		$	3,201		$	4,234	$	3,735		$	3,220
Unit issuance	—		—		—		692		505			582			692		505			582
Repurchased and cancelled	—		—		—		—		(6		)	(67		)	—		(6		)	(67		)
Ending balance	$	19	$	19	$	19	$	4,907	$	4,215		$	3,716		$	4,926	$	4,234		$	3,735

In September 2017, Brookfield Infrastructure issued 16.6 million limited partnership units at $42 per unit under shelf registrations in the U.S. and Canada. In total, $700 million of gross proceeds were raised through the issuance and $28 million in equity issuance costs were incurred. Concurrently, Brookfield Infrastructure issued 7.4 million Redeemable Partnership Units to Brookfield for proceeds of $300 million. As Brookfield participated in the unit offering at a percentage greater than its ownership interest in the Holding LP prior to the equity offering, this resulted in a slight decrease in our partnership’s ownership interest in the Holding LP without resulting in a loss of control. The difference between the proportionate amount by which the non-controlling interest in Holding LP was increased and the proceeds of the Redeemable Partnership Unit offering resulted in a gain of $6 million that was recognized directly in equity.

The gain on changes in ownership interest recognized in equity is recorded as ownership changes within the Statements of Partnership Capital. Amounts in accumulated other comprehensive income at the date of the unit offering that were attributable to the limited partners were ratably allocated to accumulated other comprehensive income attributable to non-controlling interest—Redeemable Partnership Units held by Brookfield.

In December 2016, Brookfield Infrastructure issued 15.6 million limited partnership units at $32 per unit under shelf registrations in the U.S. and Canada. In total, $500 million of gross proceeds were raised through the issuance and $20 million in equity issuance costs were incurred. Concurrently, Brookfield Infrastructure issued 8.1 million Redeemable Partnership Units to Brookfield for proceeds of $250 million. The difference between the proportionate amount by which the non-controlling interest in Holding LP was increased and the proceeds of the Redeemable Partnership Unit offering resulted in a gain of $16 million that was recognized directly in equity.

During the year ended December 31, 2016, Brookfield Infrastructure repurchased and cancelled less than 1 million units for $6 million (2015: 2.5 million units for $67 million) and incurred less than $1 million in commission costs (2015: less than $1 million). No units were repurchased or cancelled in 2017.

In April 2015, Brookfield Infrastructure issued approximately 20 million units at $30 per unit under shelf registrations in the U.S. and Canada. In total, $600 million of gross proceeds were raised through the issuance and $24 million in equity issuance costs were incurred.

In June 2010, we implemented a distribution reinvestment plan (the “Plan”) that allows eligible holders of our partnership to purchase additional units by reinvesting their cash distributions. Under the Plan, units are acquired at a price per unit calculated by reference to the volume weighted average of the trading price for our units on the New York Stock Exchange for the five trading days immediately preceding the relevant distribution date. During the year, our partnership issued less than 1 million units for proceeds of $20 million (2016: less than 1 million units for proceeds of $25 million, 2015: less than 1 million units for proceeds of $6 million) under the Plan.

The weighted average number of Special General Partner Units outstanding for the year ended December 31, 2017 was 1.6 million (2016: 1.6 million, 2015: 1.6 million). The weighted average number of limited partnership units outstanding for the year ended December 31, 2017 was 264.6 million (2016: 244.7 million, 2015: 238.9 million).


(b)	Non-controlling interest—Redeemable Partnership Units held by Brookfield



	Non-controlling interest— Redeemable Partnership Units held by Brookfield
UNITS MILLIONS	2017	2016	2015
Opening balance	108.4	100.3	88.1
Issued for cash	7.4	8.1	12.2
Ending balance	115.8	108.4	100.3



	Non-controlling interest— Redeemable Partnership Units held by Brookfield
US$ MILLIONS	2017		2016		2015
Opening balance	$	1,778	$	1,528	$	1,178
Unit issuance	300		250		350
Ending balance	$	2,078	$	1,778	$	1,528

In September 2017, Brookfield Infrastructure issued 7.4 million Redeemable Partnership Units to Brookfield for proceeds of $300 million.

In December 2016, Brookfield Infrastructure issued 8.1 million Redeemable Partnership Units to Brookfield for proceeds of $250 million.

In April 2015, Brookfield Infrastructure issued 12.2 million Redeemable Partnership Units to Brookfield for proceeds of $350 million.

The weighted average number of Redeemable Partnership Units outstanding for the year ended December 31, 2017 was 110.6 million (2016: 100.9 million, 2015: 96.9 million).


(c)	Preferred Unitholders’ Capital



	Preferred Units
UNITS MILLIONS	2017	2016	2015
Opening balance	20.0	10.0	—
Issued for cash	12.0	10.0	10.0
Ending balance	32.0	20.0	10.0



	Preferred Units
US$ MILLIONS	2017		2016		2015
Opening balance	$	375	$	189	$	—
Unit issuance	220		186		189
Ending balance	$	595	$	375	$	189

Subsequent to year end, on January 23, 2018, our partnership issued 8 million Series 9 Preferred Units at C$25 per unit with a quarterly fixed distribution at a rate of 5.00% annually for the initial period ending March 31, 2023. In total, C$200 million or $161 million of gross proceeds were raised, $4 million in underwriting costs were incurred and less than $1 million in issuance costs were incurred.

On January 26, 2017, our partnership issued 12 million Series 7 Preferred Units at C$25 per unit with a quarterly fixed distribution at a rate of 5.00% annually for the initial period ending March 31, 2022. In total, C$300 million or $225 million of gross proceeds were raised, $5 million in underwriting costs were incurred and less than $1 million in issuance costs were incurred.

In August 2016, our partnership issued ten million Series 5 Preferred Units at C$25 per unit with a quarterly fixed distribution at a rate of 5.35% annually for the initial period ending September 30, 2021. In total, C$250 million or $190 million of gross proceeds were raised and $4 million in issuance costs were incurred.

In December 2015, our partnership issued five million Series 3 Preferred Units at C$25 per unit with a quarterly fixed distribution at a rate of 5.50% annually for the initial period ending December 31, 2020. In total, C$125 million or $95 million of gross proceeds were raised and $2 million in issuance costs were incurred.

In March 2015, our partnership issued five million Series 1 Preferred Units at C$25 per unit with a quarterly fixed distribution at a rate of 4.50% annually for the initial period ending June 30, 2020. In total, C$125 million or $100 million of gross proceeds were raised and $4 million in issuance costs were incurred.