SecProbe.io

October 25, 2019
Bahir Manios
Chief Financial Officer
Brookfield Infrastructure Corporation
250 Vesey Street, 15th Floor
New York, New York 10281-1021
Re:Brookfield Infrastructure Corp.
Registration Statement on Form F-1
Filed September 25, 2019
File No. 333-233934
Dear Mr. Manios:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Questions and Answers Regarding the Special Distribution
Do you intend to pay dividends on the class A shares?, page 4
1.Please discuss here and on page 12 that dividends will not be declared until after the
second anniversary of the distribution date, if true, as your disclosure regarding the
Support Agreement suggests. In this regard, we note your disclosure that the Support
Agreement, "pursuant to which Brookfield Infrastructure agrees to provide support to
[y]our company in relation to, among other things, the declaration and payment of
dividends, only becomes effective from and after the second anniversary of the
distribution date."  If dividends will be paid on the units but not on the class A shares for
the first 2 years following the distribution, tell us why you believe it is appropriate to state
that the economic return on the class A shares will be equivalent to the units.

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 FirstName LastNameBahir Manios
Brookfield Infrastructure Corporation
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2.Given the distribution levels you disclose here, tell us why you believe it is appropriate to
refer to dividends on the class A shares and units as "identical," such as on your
prospectus cover page, and pages 5 and 13.
Summary, page 9
3.Please describe on your prospectus cover page, here and in your risk factor section your
capital structure, including the number of votes per share to which each class of shares is
entitled. For example, disclose as you do on page 133, that holders of class B shares will
be entitled to cast, in the aggregate, a number of votes equal to three times the number of
votes attached to the class A shares.

4.In an appropriate place in your Summary, please revise to discuss the conflicts of interest
that are present in this transaction as a result of your organizational and ownership
structure. For example, discuss the overlapping roles of your board members.
Ownership and Organizational Structure, page 12
5.Please revise to disclose the economic and voting interests represented in the various
entities you depict here and on page 43.
Risk Factors, page 16
6.Please tell us what consideration was given to including risk factor disclosure for the UK's
pending withdrawal from the European Union. In this regard, we note that "[y]our initial
operations will consist principally of the ownership and operation of...regulated
distribution operations in the United Kingdom."
Any holder requesting an exchange of their class A shares for which our company or the
partnership elects to provide units..., page 20
7.We note your disclosure that "any holder whose class A shares are subsequently
exchanged for units or its cash equivalent will not receive such units or cash for up to ten
(10) business days after the applicable request is received."  Please disclose how investors
will know as of what date you intend to effectuate the exchange, regardless of the amount
of time it takes to process the exchange. In this regard, we note your disclosure that
"during this period, the market price of units may decrease...affect[ing] the value of the
consideration to be received by the holder of class A shares."
The Special Distribution
Background to and Purpose of the Special Distribution, page 39
8.Where you state that the special distribution "provides investors with the flexibility to own
the economic equivalent of units through the ownership of [your] class A shares," please
revise to clarify that the class A shares represents a fractional economic equivalent to the
units, given the ratio applicable to the distribution.  Alternatively, if you are trying to

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 Comapany NameBrookfield Infrastructure Corporation
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 FirstName LastNameBahir Manios
Brookfield Infrastructure Corporation
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convey that the economic equivalent is realizable via the exchange feature, if exercised,
please state as much.
9.Your free writing prospectus mentions the higher-after tax yield available to certain
investors, in addition to the favorable tax reporting framework, however, you do not
mention this objective here.  Please revise or advise.
Mechanics of the Special Distribution, page 40
10.In an appropriate place in your prospectus, please elaborate upon how and why the special
distribution ratio of one class A share for every nine units held was determined. As a
related matter, please disclose how and why it was determined that the principal business
and assets you would hold would be the regulated gas transmission systems in Brazil and
the regulated distribution operations in the United Kingdom.  Please also explain how the
exchange ratio feature was determined.
11.We note your disclosure that you currently intend to satisfy any exchange requests on the
class A shares through the delivery of units rather than cash.  Please tell us why and what
factors you will take into account in the future in making this determination.
12.Please disclose the consideration you intend to provide in exchange for Brookfield
Infrastructure's interest in the portions of the business being transferred to you, including
the loan and shares to be issued.
Dividend Policy, page 41
13.Please indicate whether or not you currently expect that comparable cash dividends paid
to the units historically will continue to be paid in the future, and if not, the nature of the
change in the amount or rate of cash dividend payments.  For example, the amounts of
your historical dividend(s) would put this disclosure in greater context.  In this regard, we
note your disclosure that you expect dividends on the class A shares will be declared at
the same time and in the same amount as distributions are made on units.
14.If there are any restrictions upon your ability to pay dividends, such as in any of your loan
or credit agreements, please disclose them here.
Capitalization, page 42
15.We note you will have three classes of common shares outstanding after the transfer of the
Business.  Since you will have multiple classes of shares following the transfer, please
revise this disclosure to separately quantify the number of pro forma shares issued and
outstanding for each class of share.  Please also apply this comment to your pro forma
financial statement disclosures.
16.For the ease of your investors, please revise your table to quantify Total Capitalization.
Refer to Item 4(a) of Form F-1 and Item 3.B. of Form 20-F.
17.We note that a significant portion of your share capital is classified in your pro forma

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financial statements as a current liability and is not reflected in this capitalization table.
Please tell us the factors you considered when concluding it does not represent a portion
of your capitalization.
Corporate Structure, page 43
18.We note references to Exchange LP throughout your registration statement. Please revise
to discuss Exchange LP's relationship to the group and if material, revise to reference it in
the organizational chart.
Unaudited Pro Forma Financial Statements, page 44
19.We note from disclosures elsewhere in your filing that following completion of the special
distribution, you will be responsible for reimbursing Brookfield Infrastructure for your
proportionate share of management and incentive distribution fees.  Please confirm our
understanding that such fees are not included in the carve-out financial statements as part
of the allocation of corporate costs and would represent additional costs to your company.
If our understanding is correct, please tell us how you considered providing narrative
disclosure in the introduction to the pro forma financial statements or another appropriate
location in your filing of the anticipated amount of such fees.  If you are unable to
estimate these fees, please consider providing narrative disclosure in the introduction to
the pro forma financial statements to remind your investors that these fees are not
captured in your pro forma financial statements and to clearly indicate that you are
currently unable to estimate the amount of such fees.
20.Note 2 to your pro forma financial statements indicates that you intend to classify the class
A and B shares as financial liabilities due to the exchange feature, while class C shares
will be classified as equity instruments.  However, the description of your share capital
beginning on page 129 indicates that each class A share is exchangeable for one unit of
the partnership or its cash equivalent, with the form of payment determined at your
election, while the class B and class C shares are redeemable for cash.  Please revise your
pro forma footnotes and other applicable disclosures in your filing to better explain the
exchange feature of class B shares referenced in Note 2 since your current disclosures
appear to indicate that only class A shares have an exchange feature.  Furthermore, for
each class of stock, please provide to us a summary of the terms of the exchange and/or
redemption feature and, with reference to the applicable IFRS literature, your accounting
analysis supporting whether such class of stock should be classified as a financial liability
or equity.
21.Note 5 to the pro forma financial statements appears to indicate that you have not
presented pro forma earnings per share because you do not believe your class A, B, or C
shares represent ordinary shares as contemplated by IAS 33.  Please provide us with a
more detailed analysis of this matter.

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 Comapany NameBrookfield Infrastructure Corporation
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Brookfield Infrastructure Corporation
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Management's Discussion and Analysis of Financial Condition and Results of Operations, page
56
22.Please revise here or on your business section to include the amount invested in capital
expenditures and divestitures for the financial periods presented. Your description should
also include information concerning the principal capital expenditures currently in
progress and the method of financing. Refer to Item 4.A.5 and 6 of Form 20-F.
Results of Operations, page 63
23.In order to provide your investors with greater insight into the underlying factors that
materially contributed to the changes in your operating results, please tell us what
consideration you gave to separately discussing the changes in revenues and direct costs
for each category of products or services you offer such as the design, construction and
connection fees, and the ongoing tariffs you charge once the connections are established.
Furthermore, tell us how you considered separately discussing changes in revenue and
direct costs for each of your UK gas and electricity operations and your Brazilian gas
distribution operations.  We assume these businesses could potentially have differing
levels of profitability or experience different trends.  Refer to Item 5 of Form 20-F and
SEC Release 33-8350.
24.Please tell us what consideration you gave to disclosing any material impact related to
increases in volumes versus changes in prices, or any other significant changes that
impacted revenue of each of your U.K. and Brazilian businesses.  Refer to Item 5 of Form
20-F and SEC Release 33-8350.
25.You disclose on page 63, “Revenues increased by $46 million as a result of inflation-
indexation and organic growth initiatives at both our U.K. regulated distribution business
and Brazilian regulated gas transmission business.”  However, it’s unclear to what extent
each factor impacted the overall increase in revenue.  Please revise your results discussion
for each of the periods presented to quantify the impact that each item had on the overall
change in revenue. Lastly, please apply this comment to other items in your analysis of
results of operations in which multiple factors contributed to the overall change, such as
your analysis of direct operating costs for the interim periods.

Performance Disclosures, page 72
26.Please revise your disclosure to explain how rate base is defined and why management
believes presenting the metric is meaningful for investors.  Additionally, it appears your
proportionate rate base disclosure includes utility operations in two different markets (i.e.
the UK and Brazilian jurisdictions).  Tell us why such combined presentation is
appropriate and how you considered disclosure of rate base by jurisdiction.  An overview
of how the Company uses this measure by jurisdiction or on a combined basis would
facilitate our review.  If there are material differences in how rate base is determined by

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jurisdiction or differences which have a direct impact on your results, then please explain
to us why a disaggregated rate base presentation by jurisdiction would not be meaningful
to investors.
27.The amounts you presented for Adjusted EBITDA, FFO, and AFFO for the interim and
year-end periods do not agree to the amounts disclosed within the reconciliation of Non-
IFRS financial measures beginning on page 77.  Please revise your disclosures as needed
so the amounts of the Non-IFRS measures presented here agree to the amounts seen in the
tabular reconciliations presented later in your filing.
Review of Combined Carve-Out Statements of Cash Flows, page 87
28.The narrative analysis of changes in your cash flows on pages 88-89 appears too brief to
meet the objectives of Item 5.B.1(b) of Form 20-F and Section IV.B.1 of SEC Release No.
33-8350.  Please revise to provide your investors with more insight into the primary
drivers of material changes in your cash flows.  As one example only and not an inclusive
list, your analysis of the change in cash flows from operating activities for 2018 versus
2017 indicates that cash flows from operating activities increased because of changes in
your working capital.  Please briefly disclose why your working capital changed.
Additionally, the face of your cash flow statement appears to indicate a larger portion of
the increase in cash flows from operating activities resulted from changes in your net
income adjusted for the non-cash items listed in your cash flow statement.  Please address
this increase in net income adjusted for non-cash items in your analysis of changes in cash
flows from operating activities or tell us why such disclosure is not necessary to explain
the primary drivers of changes in your cash flows from operating activities.
Legal Matters, page 168
29.We note your disclosure that you believe this transaction should not be taxable and that
dividends are expected