EX-99.1 2 a11-13292_1ex99d1.htm EX-99.1

Exhibit 99.1

 

INDEX TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS

 

Unaudited Pro Forma Consolidated and Combined Statement of Operations of Brookfield Infrastructure Partners L.P. for the year ended December 31, 2010

 

F-2

 

 

 

Notes to the Pro Forma Consolidated and Combined Statement of Operations

 

F-3

 

F-1



 

UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS

 

The unaudited pro forma consolidated and combined statement of operations of Brookfield Infrastructure Partners L.P. (the  “partnership”) together with its subsidiaries (“Brookfield Infrastructure”) for the year ended December 31, 2010 presents the results of operations of Brookfield Infrastructure adjusted to give effect to:

 

·                          the acquisition of a 60% ownership interest in Prime Infrastructure Holdings Limited (“Prime”) on December 8, 2010, which increased Brookfield Infrastructure’s interest to 100%;

 

·                          the entrance of a voting arrangement with an affiliate of Brookfield Asset Management (“Brookfield”), Brookfield Infrastructure’s ultimate parent company, on December 31, 2010, whereby Brookfield Infrastructure effectively gained control of Dalrymple Bay Coal Terminal (“DBCT”) which was accounted for as an entity under common control, and the results of which were reflected in Brookfield Infrastructure as of December 8, 2010;

 

·                          a management fee paid to Brookfield or its affiliates for services rendered under the Master Services Agreement based on an annual base management fee of 1.25% of the market value of Brookfield Infrastructure Partners L.P.; and

 

·         the elimination of nonrecurring charges or credits resulting directly from the above transactions included in the statement of operations for the year ended December 31, 2010,

 

in each case, as if these transactions occurred as of January 1, 2010, for purposes of the unaudited pro forma consolidated and combined statement of operations.

 

The unaudited pro forma consolidated and combined statement of operations has been prepared based upon currently available information and assumptions deemed appropriate by management. The unaudited pro forma consolidated and combined statement of operations is provided for information purposes only and may not be indicative of the results that would have occurred if the transactions had been effected on the dates indicated. The unaudited pro forma consolidated and combined statement of operations also does not project the results of operations for any future period or date.

 

The unaudited pro forma consolidated and combined statement of operations should be read together with Brookfield Infrastructure’s consolidated and combined financial statements and related notes as of and for the years ended December 31, 2010 and 2009, prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

All financial data in this unaudited pro forma consolidated and combined statement of operations is presented in U.S. dollars, unless otherwise indicated.

 

F-2



 

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

 

PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010

 

(in millions of U.S. dollars, unaudited)

 

Historical
Financials

 

Pro Forma
Adjustments
– Prime

 

Pro Forma
Adjustments
– DBCT

 

Eliminations

 

Other
Adjustments

 

Pro Forma

 

 

 

 

 

1a(i)

 

1a(ii)

 

1a(iii)

 

1a(iv), (v)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

634

 

351

 

304

 

 

 

1,289

 

Cost of revenue

 

(413

)

(201

)

(117

)

 

 

(731

)

General and administrative expenses

 

(35

)

(15

)

 

 

(8

)

(60

)

Gross margin

 

186

 

135

 

187

 

 

(8

)

498

 

Other income

 

9

 

 

 

 

 

9

 

Interest expense

 

(144

)

(65

)

(71

)

 

 

(280

)

Income (loss) before under noted

 

51

 

70

 

116

 

 

(8

)

229

 

Earnings from investments in associates

 

52

 

66

 

 

(85

)

 

33

 

Fair value gains and other items

 

433

 

 

 

 

(405

)

28

 

Depreciation and amortization expense

 

(29

)

(49

)

(25

)

 

 

(103

)

Fair value adjustments

 

12

 

1

 

1

 

 

 

14

 

Other (expenses) income

 

(24

)

(32

)

1

 

 

 

(55

)

Income (loss) before taxes

 

495

 

56

 

93

 

(85

)

(413

)

146

 

Income tax expense

 

15

 

86

 

(14

)

 

 

87

 

Net income (loss)

 

510

 

142

 

79

 

(85

)

(413

)

233

 

Net (income) attributable to non-controlling interest

 

(43

)

 

(23

)

 

 

(66

)

Net income attributable to partnership

 

467

 

142

 

56

 

(85

)

(413

)

167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

General partner

 

5

 

1

 

1

 

(1

)

(4

)

2

 

Limited partners

 

462

 

141

 

55

 

(84

)

(409

)

165

 

 

Basic and diluted earnings per unit attributable to:

 

General partner

 

$

4.25

 

 

 

 

 

 

 

 

 

$

1.06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Limited partners

 

$

4.25

 

 

 

 

 

 

 

 

 

$

1.06

 

 

F-3



 

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS

 

(UNAUDITED, IN MILLIONS OF U.S. DOLLARS)

 

1.              Pro forma adjustments

 

Brookfield Infrastructure Partners L.P. (the “partnership”) together with its subsidiaries’ (“Brookfield Infrastructure”) unaudited pro-forma consolidated and combined statement of operations adjusts Brookfield Infrastructure’s consolidated and combined statement of operations to give effect to the matters discussed in these notes.

 

The unaudited financial consolidated and combined statement of operations does not reflect the impact of potential cost savings and other synergies or incremental costs of the acquisitions.

 

(a)           Unaudited Consolidated and Combined Pro Forma Statements of Operations

 

The unaudited pro-forma consolidated and combined statement of operations has been prepared from the historical financial statements of Brookfield Infrastructure, Prime and the DBCT, in effect as of January 1, 2010.  The following adjustments to the historical financial statements were necessary:

 

i.                                          Consolidate the results of Prime from January 1, 2010 to December 8, 2010, the date on which Brookfield Infrastructure acquired control of Prime and consolidated Prime, excluding certain general and administrative expenses that would be included in the management fee.

 

ii.                                       Consolidate the results of DBCT from January 1, 2010 to December 8, 2010, the date on which Brookfield Infrastructure consolidated the results of DBCT.  On December 8, Brookfield Infrastructure increased its ownership in DBCT from 41% to 71%, as a result of Brookfield Infrastructure’s increase in ownership of Prime, and the effective date that Brookfield gained control of DBCT.  On December 31, 2010, Brookfield Infrastructure entered into a voting arrangement with Brookfield whereby the partnership effectively gained control of DBCT.  In accordance with Brookfield Infrastructure’s policy with respect to the accounting for common control transactions, Brookfield Infrastructure consolidated the results of DBCT from December 8, 2010 to December 31, 2010 in its historical consolidated and combined financial statements.

 

iii.                                    Eliminate the equity accounted results of Prime and DBCT for the period from January 1, 2010 to December 8, 2010, the date on which Brookfield Infrastructure increased its ownership in Prime from 40% to 100%.

 

iv.                                   Record a charge of $8 million for the year ended December 31, 2010, which reflects the management fee that would have been paid by Brookfield Infrastructure to Brookfield as manager for services rendered under the Master Services Agreement, based on an annual base management fee of 1.25% of the market value of BIP.

 

v.                                      Eliminate nonrecurring fair value and other gains of $405 million arising directly from the acquisition of the remaining 60% ownership interest in Prime on December 8, 2010.

 

The above adjustments have been constructed in part from the financial statements of Prime and DBCT.

 

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