SUBSIDIARY PUBLIC ISSUERS

6 Months Ended

Jun. 30, 2022

An indenture dated as of October 10, 2012 between certain wholly-owned subsidiaries of our partnership, Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Pty Ltd and Brookfield Infrastructure Finance Limited (collectively, the “Co-Issuers”), and Computershare Trust Company of Canada, as supplemented and amended from time to time (“Indenture”) provides for the issuance of one or more series of unsecured notes of the Co-Issuers.

An indenture dated as of May 24, 2021, between Brookfield Infrastructure Finance ULC, our partnership and its subsidiaries, Brookfield Infrastructure L.P. (the “Holding LP”), Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation, BIP Bermuda Holdings I Limited (collectively, the “BIP Guarantors”), BIPC Holdings Inc. (“BIPC Holdings”), Computershare Trust Company of Canada and Computershare Trust Company, N.A., as supplemented and amended from time to time (the “U.S. Indenture”) provides for the issuance of one or more series of unsecured notes of Brookfield Infrastructure Finance ULC.

On April 21, 2022, the Co-Issuers issued C$600 million of medium-term notes under the Indenture in two tranches in the Canadian bond market: C$400 million maturing April 25, 2034 with a coupon of 5.439%, and C$200 million maturing April 25, 2052 with a coupon of 5.789%. These medium-term notes are fully and unconditionally guaranteed by the BIP Guarantors and BIPC Holdings.

On May 24, 2021, Brookfield Infrastructure Finance ULC issued $250 million of subordinated unsecured notes under the U.S. Indenture maturing May 24, 2081 in the U.S. with a coupon of 5.0% (the “subordinated notes”). The subordinated notes are guaranteed, on a subordinated basis, as to payment of principal, premium (if any) and interest and certain other amounts by the BIP Guarantors and BIPC Holdings. The subordinated notes, including any accrued and unpaid interest thereon, will be exchanged automatically, without the consent or action of the holders thereof, into units of a newly-issued series of Class A preferred limited partnership units of the partnership, being class A preferred limited partnership units, Series 15, upon the occurrence of certain bankruptcy-related events.

The BIP Guarantors will also fully and unconditionally guarantee the payment obligations of Brookfield Infrastructure Preferred Equity Inc. (“Pref Finco” and collectively with the Co-Issuers, the “Fincos”) in respect of any Class A preference shares issued to the public by the Pref Finco, if and when issued.

A base shelf prospectus of BIP Investment Corporation (“BIPIC”) dated as of December 11, 2020 provides for the issuance of one or more series of senior preferred shares of BIPIC. The BIP Guarantors and BIPC Holdings will fully and unconditionally guarantee the payment obligations of BIPIC in respect of any senior preferred shares issued by BIPIC under the prospectus.

Each of the Fincos and BIPIC are subsidiaries of our partnership. In the tables below, information relating to the Fincos has been combined. The Fincos have not guaranteed the obligations of BIPIC, nor has BIPIC guaranteed the obligations of the Fincos.

BIPC Holdings has also fully and unconditionally guaranteed the payment obligations of the partnership in respect of certain of the partnership’s currently outstanding cumulative class A preferred limited partnership units and may guarantee the payment obligations of the partnership in respect of additional cumulative class A preferred limited partnership units issued to the public, if and when issued.

The following tables set forth consolidated summary financial information for our partnership, the Fincos, BIPIC and BIPC Holdings:


FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2022 US$ MILLIONS	Our partnership(2)		The Fincos		BIPIC		BIPC Holdings		Subsidiaries of our partnership other than the Fincos, BIPIC, and BIPC Holdings(3)		Consolidating adjustments(4)		Our partnership consolidated

Revenues	$	—	$	—	$	—	$	—	$	—	$	3,681	$	3,681
Net income (loss) attributable to partnership(1)	70		—		—		—		176		(70)		176

FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2021
Revenues	$	—	$	—	$	—	$	—	$	—	$	2,663	$	2,663
Net income (loss) attributable to partnership(1)	192		—		—		119		233		(192)		352

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2022 US$ MILLIONS
Revenues	$	—	$	—	$	—	$	—	$	—	$	7,092	$	7,092
Net income (loss) attributable to partnership(1)	76		—		—		—		246		(76)		246

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
Revenues	$	—	$	—	$	—	$	—	$	—	$	5,346	$	5,346
Net income (loss) attributable to partnership(1)	281		—		—		134		408		(281)		542

AS OF JUNE 30, 2022
Current assets	$	—	$	—	$	—	$	—	$	—	$	5,824	$	5,824
Non-current assets	6,630		—		1,045		2,999		9,282		48,119		68,075
Current liabilities	—		—		209		—		—		8,686		8,895
Non-current liabilities	—		2,714		—		84		—		36,167		38,965
Non-controlling interests
Redeemable Partnership Units held by Brookfield	—		—		—		—		—		2,282		2,282
BIPC exchangeable shares	—		—		—		—		—		1,303		1,303
Exchangeable units(5)	—		—		—		—		—		75		75
Perpetual subordinated notes	—		—		—		—		—		293		293
In operating subsidiaries	—		—		—		—		—		15,720		15,720
Preferred unitholders	—		—		—		—		—		918		918

AS OF DECEMBER 31, 2021
Current assets	$	—	$	—	$	—	$	—	$	—	$	4,896	$	4,896
Non-current assets	6,840		—		1,045		2,373		9,835		48,972		69,065
Current liabilities	—		—		232		—		—		8,429		8,661
Non-current liabilities	—		2,288		—		—		—		36,621		38,909
Non-controlling interests
Redeemable Partnership Units held by Brookfield	—		—		—		—		—		2,408		2,408
BIPC exchangeable shares	—		—		—		—		—		1,369		1,369
Exchangeable units(5)	—		—		—		—		—		85		85
In operating subsidiaries	—		—		—		—		—		15,658		15,658
Preferred unitholders	—		—		—		—		—		1,138		1,138

1.Includes net income attributable to limited partners, the general partner, non-controlling interests - Redeemable Partnership Units held by Brookfield, non-controlling interests - Exchange LP units, non-controlling interests - BIPC exchangeable LP units and non-controlling interests - BIPC exchangeable shares.

2.Includes investments in all subsidiaries of our partnership under the equity method.

3.Includes investments in all other subsidiaries of the Holding LP, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation and BIP Bermuda Holdings I Limited under the equity method.

4.Includes elimination of intercompany transactions and balances necessary to present our partnership on a consolidated basis.

5.Includes non-controlling interest attributable to Exchange LP units and BIPC exchangeable LP units.