SUBSIDIARY PUBLIC ISSUERS

6 Months Ended

Jun. 30, 2024

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 (“US Holdco”), BIP Bermuda Holdings I Limited (collectively, but excluding Brookfield Infrastructure Finance ULC, 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 provides for the issuance of one or more series of unsecured notes of Brookfield Infrastructure Finance ULC.

On May 31, 2024, Brookfield Infrastructure Finance ULC issued $150 million of subordinated notes maturing May 31, 2084, with a coupon of 7.250% (the “2024 Alberta Finco Notes”). On June 5, 2024, Brookfield Infrastructure Finance ULC issued an additional $8 million of the 2024 Alberta Finco Notes. The 2024 Alberta Finco Notes are fully and unconditionally guaranteed, on a subordinated basis, by the BIP Guarantors (Other than US Holdco and Brookfield Infrastructure Finance ULC), Brookfield Infrastructure LLC (“BI LLC”) and BIPC Holdings.

On July 27, 2023, the Co-Issuers issued C$700 million of medium-term notes under the Indenture in two tranches in the Canadian bond market: C$500 million maturing July 27, 2030 with a coupon of 5.710% and C$200 million maturing July 27, 2053 with a coupon of 5.950%. These medium-term notes are fully and unconditionally guaranteed by the BIP Guarantors (other than US Holdco), BI LLC and BIPC Holdings.

On February 22, 2024, the Co-Issuers repaid C$700 million of medium-term notes, maturing on February 22, 2024, with a coupon of 3.315% upon maturity.

The partnership will and certain of the other BIP Guarantors may 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”) provides for the issuance of one or more series of senior preferred shares of BIPIC. The partnership will and certain of the other BIP Guarantors and BIPC Holdings may 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, 2024 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	$	—	$	—	$	—	$	—	$	—	$	5,138	$	5,138
Net (loss) income attributable to partnership(1)	(38)		—		—		—		8		38		8

FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2023
Revenues	$	—	$	—	$	—	$	—	$	—	$	4,256	$	4,256
Net income (loss) attributable to partnership(1)	186		—		—		—		378		(186)		378

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2024 US$ MILLIONS
Revenues	$	—	$	—	$	—	$	—	$	—	$	10,325	$	10,325
Net income (loss) attributable to partnership(1)	18		—		—		—		178		(18)		178

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023
Revenues	$	—	$	—	$	—	$	—	$	—	$	8,474	$	8,474
Net income (loss) attributable to partnership(1)	161		—		—		—		401		(161)		401

AS OF JUNE 30, 2024
Current assets	$	—	$	—	$	—	$	—	$	—	$	7,455	$	7,455
Non-current assets	6,109		—		1,614		4,879		7,248		73,587		93,437
Current liabilities	—		—		152		—		—		9,055		9,207
Non-current liabilities	—		3,233		—		732		—		57,611		61,576
Non-controlling interests
Redeemable Partnership Units held by Brookfield	—		—		—		—		—		2,011		2,011
BIPC exchangeable shares	—		—		—		—		—		1,411		1,411
Exchangeable units(5)	—		—		—		—		—		66		66
Perpetual subordinated notes	—		—		—		—		—		293		293
In operating subsidiaries	—		—		—		—		—		20,485		20,485
Preferred unitholders	—		—		—		—		—		918		918

AS OF DECEMBER 31, 2023
Current assets	$	—	$	—	$	—	$	—	$	—	$	7,979	$	7,979
Non-current assets	6,532		—		1,529		4,183		8,595		71,966		92,805
Current liabilities	—		—		216		—		—		11,489		11,705
Non-current liabilities	—		3,700		—		36		—		51,327		55,063
Non-controlling interests
Redeemable Partnership Units held by Brookfield	—		—		—		—		—		2,190		2,190
BIPC exchangeable shares	—		—		—		—		—		1,533		1,533
Exchangeable units(5)	—		—		—		—		—		72		72
Perpetual subordinated notes	—		—		—		—		—		293		293
In operating subsidiaries	—		—		—		—		—		23,661		23,661
Preferred unitholders	—		—		—		—		—		918		918

1.Includes net income (loss) 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 and Brookfield Infrastructure LLC (“BI LLC”) under the equity method except for Brookfield Infrastructure US Holdings I Corporation’s (“US Holdco”) investment in BI LLC, which is presented on a combined basis as BI LLC is a guarantor of the medium term notes issued in July 2023. For the three and six-month periods ended June 30, 2024 and 2023, the presentation of US Holdco’s investment in BI LLC on a combined basis was equivalent to its presentation 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.