ITEM 3. KEY INFORMATION
3.A [RESERVED]
3.B CAPITALIZATION AND INDEBTEDNESS
Not applicable.
3.C REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
3.D RISK FACTORS
Summary of Risk Factors
The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 3.D “Risk Factors” in this annual report on Form 20-F for a detailed description of these and other risks.
Risks Relating to Our Operations and the Infrastructure Industry
•Risks relating to demand for commodities, such as natural gas or minerals.
•Risks relating to impact of alternative technologies on our business and cyber security attacks.
•Risks relating to successful identification, completion and integration of acquisitions.
•Risks relating to competition with other market participants.
•Risks relating to construction or expansion of projects, environmental damage and future capital expenditures.
•Risks relating to economic regulation and adverse regulatory decisions in the countries we operate, including nationalization or the imposition of new taxes.
•Risks relating to supply chain disruptions.
•Risks relating to adverse claims or governmental rights asserted against the lands used for our infrastructure assets.
•Risks relating to our transactions and joint ventures, partnerships and consortium arrangements.
•Risks relating to tolling and revenue collection systems.
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Risks Relating to Our Relationship with Brookfield
•Risks relating to our dependence on Brookfield and the Service Providers, and conflicts of interests therewith.
•Risks relating to our inability to have access to all infrastructure acquisitions that Brookfield identifies.
•Risks relating to the departure of some or all of Brookfield’s professionals.
•Risks relating to Brookfield’s ownership position in our partnership.
•Risks relating to the lack of any fiduciary obligations imposed on Brookfield to act in the best interests of the Service Recipients, our partnership or our unitholders.
•Risks related to our Master Services Agreement, our organizational and ownership structure and our other arrangements with Brookfield and the Service Providers.
•Risks related to breaches of the information barrier and related internal controls by Brookfield and/or Oaktree and other affiliates.
•Risks relating to our inability to terminate our Master Services Agreement.
•Risks relating to the limited liability of the Service Providers to our partnership and the other Service Recipients.
Risks Relating to Our Partnership Structure
•Risks related to our use of leverage and indebtedness, including compliance with any covenants that could restrict our ability to engage in certain types of activities or to make distributions to equity holders.
•Risks related to the acquisition or disposition of distressed companies.
•Risks related our partnership being a holding entity and our reliance on the Holding LP and, indirectly, the Holding Entities and our operating entities to provide us with the funds necessary to pay distributions and meet our financial obligations.
•Risks related to future sales or issuances of our units, preferred units or securities exchangeable into our units (including BIPC exchangeable shares), or the perception of such sales or issuances.
•Risks related to being deemed an “investment company” under the Investment Company Act
•Risks related to our partnership being an “SEC foreign issuer” under Canadian securities regulations and a “foreign private issuer” under U.S. securities laws.
•Risks related to our failure to maintain effective internal controls.
Risks Relating to Our Units and Preferred Units
•Risks related to our unitholders and preferred unitholders not having a right to vote on partnership matters or to take part in the management of our partnership.
•Risks related to the market price of our units and preferred units (or securities exchangeable into our units, including the BIPC exchangeable shares).
•Risks related to the issuance of additional units, preferred units or securities exchangeable into our units (including BIPC exchangeable shares).
•Risks related to foreign currency associated with Brookfield Infrastructure’s distributions to non-U.S. unitholders.
•Risks related to enforcement of service of process and enforcement of judgments against us and the directors and officers of our General Partner and the Service Providers.
•Risks related to our ability to continue paying comparable or growing cash distributions to our unitholders.
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Risks Related to Canadian and United States Taxation
•Risks related to Canadian and United States taxation, and the effects thereof on our business and operations.
General Risks
•Risks relating to general economic and political conditions, changes in governmental policy and legislation, and the markets in which we operate.
•Risks relating to foreign currency.
•Risks relating to access to debt or equity markets, our ability to access credit markets and changes in our credit ratings.
•Risks relating to natural disasters, weather events, uninsurable losses and force majeure events.
•Risks relating to labor disruptions and economically unfavorable collective bargaining agreements.
•Risks relating to occupational health and safety and accidents.
•Risks relating to fraud, bribery, corruption, other illegal acts, inadequate or failed internal processes or systems, or from external events.
•Risks relating to contractual disputes and litigation.
•Risks relating to new ESG regulatory initiatives.
•Risks relating to potential human rights impacts of our business activities.
You should carefully consider the following factors in addition to the other information set forth in this annual report on Form 20-F. If any of the following risks actually occur, our business, financial condition and results of operations and the value of our units and preferred units would likely suffer.
Risks Relating to Our Operations and the Infrastructure Industry
Some of our operations depend on continued strong demand for commodities, such as natural gas or minerals, for their financial performance. Material reduction in demand for these key commodities can potentially result in reduced value for assets, or in extreme cases, a stranded asset.
Some of our operations are critically linked to the transport or production of key commodities. For example, the Australian export terminal that our partnership holds an interest in relies on demand for coal exports, our Australian rail operation relies on demand for iron ore for steel production and our South and North American gas transmission operation relies on demand for natural gas and benefits from higher gas prices. While we endeavor to protect against short to medium term commodity demand risk wherever possible by structuring our contracts in a way that minimizes volume risk (e.g. minimum guaranteed volumes and ‘take-or-pay’ arrangements), these contract terms are finite and in some cases contracts contain termination or suspension rights for the benefit of the customer. Accordingly, a long-term and sustained downturn in the demand for or price of a key commodity linked to one of our operations may result in termination, suspension or default under a key contract, or otherwise have a material adverse impact on the financial performance or growth prospects of that particular operation, notwithstanding our efforts to maximize contractual protections.
If a critical upstream or downstream business ceased to operate, this could materially impact our financial performance or the value of one or more of our operating businesses. In extreme cases, our infrastructure could become redundant, resulting in an inability to recover a return on or of capital and potentially triggering covenants and other terms and conditions under associated debt facilities.
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Alternative technologies could impact the demand for, or use of, the business and assets that we own and operate and could impair or eliminate our competitive advantage of our businesses and assets.
There are alternative technologies that may impact the demand for, or use of, the businesses and assets that we own and operate. While some such alternative technologies are in earlier stages of development, ongoing research and development activities may improve such alternative technologies. For example, changes in the materials used in construction may reduce the demand for iron ore and coal. Our data operations rely for their continued viability on the ongoing demand for tower infrastructure and data storage facilities, which is uncertain and could be subject to bypass risk or obsolescence as a result of new or developing technologies. Additionally, off-grid energy solutions may reduce the need for electricity and gas generation networks and pipelines, and technologies that enable remote working opportunities could reduce traffic on our toll roads. If this were to happen, the competitive advantage of our businesses and assets may be significantly impaired or eliminated and our business, financial condition, results of operations and cash flow could be materially and adversely affected as a result.
Acquisitions may subject us to additional risks and the expected benefits of our acquisitions may not materialize.
A key part of Brookfield Infrastructure’s strategy involves seeking acquisition opportunities upon Brookfield’s recommendation and allocation of opportunities to us. Acquisitions may increase the scale, scope and diversity of our operations. We depend on the diligence and skill of Brookfield’s professionals and our Service Providers to manage us, including integrating all of the acquired business’ operations with our existing operations. These individuals may have difficulty managing the additional operations and may have other responsibilities within Brookfield’s asset management business. If Brookfield does not effectively manage the additional operations, our existing business, financial condition and results of operations may be adversely affected.
Acquisitions will likely involve some or all of the following risks, which could materially and adversely affect our business, financial condition or results of operations: the difficulty of integrating the acquired operations and personnel into our current operations; the ability to achieve potential synergies; potential disruption of our current operations; diversion of resources, including Brookfield’s time and attention; the difficulty of managing the growth of a larger organization; the risk of entering markets in which we have little experience; the risk of becoming involved in labor, commercial or regulatory disputes or litigation related to the new enterprise; the risk of environmental or other liabilities associated with the acquired business; and the risk of a change of control resulting from an acquisition triggering rights of third parties or government agencies under contracts with, or authorizations held by the operating business being acquired. While it is our practice to conduct extensive due diligence investigations into businesses being acquired, it is possible that due diligence may fail to uncover all material risks in the business being acquired, or to identify a change of control trigger in a material contract or authorization, or that a contractual counterparty or government agency may take a different view on the interpretation of such a provision to that taken by us, thereby resulting in a dispute. The discovery of any material liabilities subsequent to an acquisition, as well as the failure of an acquisition to perform according to expectations, could have a material adverse effect on Brookfield Infrastructure’s business, financial condition and results of operations. In addition, if returns are lower than anticipated from acquisitions, we may not be able to achieve growth in our distributions in line with our stated goals and the market value of our units may decline.
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We operate in a highly competitive market for acquisition opportunities.
Our acquisition strategy is dependent to a significant extent on the ability of Brookfield to identify acquisition opportunities that are suitable for us. We face competition for acquisitions primarily from investment funds, operating companies acting as strategic buyers, construction companies, commercial and investment banks, and commercial finance companies. Many of these competitors are substantially larger and have considerably greater financial, technical and marketing resources than are available to us. Some of these competitors may also have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of acquisitions and to offer terms that we are unable or unwilling to match. Due to the capital intensive nature of infrastructure acquisitions, in order to finance acquisitions we will need to compete for equity capital from institutional investors and other equity providers, including Brookfield, and our ability to consummate acquisitions will be dependent on such capital continuing to be available. Increases in interest rates could also make it more difficult to consummate acquisitions because our competitors may have a lower cost of capital which may enable them to bid higher prices for assets. In addition, because of our affiliation with Brookfield, there is a higher risk that when we participate with Brookfield and others in joint ventures, partnerships and consortiums on acquisitions we may become subject to antitrust or competition laws that we would not be subject to if we were acting alone. These factors may create competitive disadvantages for us with respect to acquisition opportunities.
We cannot provide any assurance that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations or that Brookfield will be able to identify and make acquisitions on our behalf that are consistent with our objectives or that generate attractive returns for our unitholders. We may lose acquisition opportunities if we do not match prices, structures and terms offered by competitors, if we are unable to access sources of equity or obtain indebtedness at attractive rates or if we become subject to antitrust or competition laws. Alternatively, we may experience decreased rates of return and increased risks of loss if we match prices, structures and terms offered by competitors.
We may be unable to complete acquisitions, dispositions and other transactions as planned.
Our acquisitions, dispositions and other transactions are subject to a number of closing conditions, including, as applicable, security holder approval, regulatory approval (including competition authorities) and other third party consents and approvals that are beyond our control and may not be satisfied. In particular, many jurisdictions in which we seek to invest (or divest) impose government consent requirements on investments by foreign persons. Consents and approvals may not be obtained, may be obtained subject to conditions which adversely affect anticipated returns, and/or may be delayed and delay or ultimately preclude the completion of acquisitions, dispositions and other transactions. Government policies and attitudes in relation to foreign investment may change, making it more difficult to complete acquisitions, dispositions and other transactions in such jurisdictions. Furthermore, interested stakeholders could take legal steps to prevent transactions from being completed. If all or some of our acquisitions, dispositions and other transactions are unable to be completed on the terms agreed, we may need to modify or delay or, in some cases, terminate these transactions altogether, the market value of our units may significantly decline and we may not be able to achieve the expected benefits of the transactions. Although we expect to generate significant net proceeds from asset sales in the next 12 to 18 months, we can provide no assurance that those sales will be completed on the anticipated time frame, or at all.
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Infrastructure assets may be subject to competition risk.
Some assets may be affected by the existence of other competing assets owned and operated by other parties. There can be no assurance that our businesses can renew all their existing contracts or win additional contracts with their existing or potential customers. The ability of our businesses to maintain or improve their revenue is dependent on price, availability and customer service as well as on the availability of access to alternative infrastructure. In the case where the relevant business is unable to retain customers and/or unable to win additional customers to replace those customers it is unable to retain, the revenue from such assets will be reduced.
Investments in infrastructure projects prior to or during a construction or expansion phase are likely to be subject to increased risk.
A key part of our growth strategy involves identifying and taking advantage of organic growth opportunities within our existing businesses. These opportunities typically involve development and construction of new infrastructure or expansion or upgrades to existing infrastructure. Investments in new infrastructure projects during a development or construction phase are likely to be subject to additional risk that the project will not receive all required approvals, will not be completed within budget, within the agreed timeframe and to the agreed specifications and, where applicable, will not be successfully integrated into the existing assets. During the construction phase, major risks include: (i) a delay in the projected completion of the project, which can result in an increase in total project construction costs through higher capitalized interest charges and additional labor, material expenses, and a resultant delay in the commencement of cash flow; (ii) the insolvency of the head contractor, a major subcontractor and/or a key equipment supplier; (iii) construction costs exceeding estimates for various reasons, including inaccurate engineering and planning, labor and building material costs in excess of expectations and unanticipated problems with project start-up; and (iv) defects in design, engineering or construction (including, without limitation, latent defects that do not materialize during an applicable warranty or limitation periods). Such unexpected increases may result in increased debt service costs, operations and maintenance expenses and damage payments for late delivery. This may result in the inability of project owners to meet the higher interest and principal repayments arising from the additional debt required.
In addition, construction projects may be exposed to significant liquidated damages to the extent that commercial operations are delayed beyond prescribed dates or that performance levels do not meet guaranteed levels. For example, a liquidated damages regime applies in respect of some of the expansion of works at our Brazilian toll road business.
We currently have approximately $5.2 billion of committed backlog. Total capital to be commissioned in the next two to three years currently stands at approximately $6.3 billion. We can provide no assurance that we will be able to complete these projects on time or within budget. In addition, we are pursuing a number of other organic growth opportunities that are not yet committed. Accordingly, we can provide no assurance that these projects will materialize on the terms currently contemplated, or at all.
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All of our infrastructure operations may require substantial capital expenditures in the future.
Our utilities, transport, data and midstream operations are capital intensive and require substantial ongoing expenditures for, among other things, additions and improvements, and maintenance and repair of plant and equipment related to our operations. Any failure to make necessary capital expenditures to maintain our operations in the future could impair the ability of our operations to serve existing customers or accommodate increased volumes. In addition, we may not be able to recover such investments based upon the rates our operations are able to charge.
In some of the jurisdictions in which we have utilities, transport, data or midstream operations, certain maintenance capital expenditures may not be covered by the regulatory framework. If our operations in these jurisdictions require significant capital expenditures to maintain our asset base, we may not be able to recover such costs through the regulatory framework. In addition, we may be exposed to disallowance risk in other jurisdictions to the extent that capital expenditures and other costs are not fully recovered through the regulatory framework.
Our operating entities are exposed to the risk of environmental damage.
Many of Brookfield Infrastructure’s assets are involved in using, handling or transporting substances that are toxic, combustible, explosive, corrosive or otherwise hazardous to the environment. Furthermore, some of our assets have operations in or in close proximity to environmentally sensitive areas or densely populated communities. There is a risk of a leak, spillage, explosion or other environmental emission at one of these assets, which could cause regulatory infractions, damage to the environment, injury or loss of life. Such an incident if it occurred could result in fines or penalties imposed by regulatory authorities, revocation of licenses or permits required to operate the business or the imposition of more stringent conditions in those licenses or permits, or legal claims for compensation (including punitive damages) by affected stakeholders. In addition, some of our assets may be subject to regulations or rulings made by environmental agencies that conflict with existing obligations we have under concession or other permitting agreements. Resolution of such conflicts may lead to uncertainty and increased risk of delays or cost over-runs on projects. All of these have the potential to significantly impact the value or financial performance of Brookfield Infrastructure.
Our operating entities are exposed to the risk of increasing environmental legislation and the broader impacts of climate change.
With an increasing global focus and public sensitivity to environmental sustainability and environmental regulation becoming more stringent, Brookfield Infrastructure’s assets could be subject to increasing environmental responsibility and liability. For example, many jurisdictions in which Brookfield Infrastructure operates are considering implementing, or have implemented, schemes relating to the regulation of carbon emissions. As a result, there is a risk that the consumer demand for some of the energy sources supplied by Brookfield Infrastructure will be reduced. The nature and extent of future regulation in the various jurisdictions in which Brookfield Infrastructure’s operations are situated is uncertain, but is expected to become more complex and stringent.
It is difficult to assess the impact of any such changes on Brookfield Infrastructure. These schemes may result in increased costs to our operations that may not be able to be passed onto our customers and may have an adverse impact on prospects for growth of some businesses. To the extent such regimes (such as carbon emissions schemes or other carbon emissions regulations) become applicable to the operations of Brookfield Infrastructure (and the costs of such regulations are not able to be fully passed on to consumers), our financial performance may be impacted due to costs applied to carbon emissions and increased compliance costs.
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Our operating entities are also subject to laws and regulations relating to the protection of the environment and pollution. Standards are set by these laws and regulations regarding certain aspects of environmental quality and reporting, provide for penalties and other liabilities for the violation of such standards, and establish, in certain circumstances, obligations to remediate and rehabilitate current and former facilities and locations where our operations are, or were, conducted. These laws and regulations may have a detrimental impact on the financial performance of our infrastructure operations and projects through increased compliance costs or otherwise. Any breach of these obligations, or even incidents relating to the environment that do not amount to a breach, could adversely affect the results of our operating entities and their reputations and expose them to claims for financial compensation or adverse regulatory consequences.
Climate change may increase the frequency and severity of severe weather conditions and may change existing weather patterns in ways that are difficult to anticipate, which could result in more frequent and severe disruptions to our business and the markets in which we operate. In addition, customers’ requirements for our services may vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, customers’ demand for our services could increase or decrease depending on the duration and magnitude of changing weather conditions, which could adversely affect our business, results of operations and cash flows.
Our operating entities may be exposed to higher levels of regulation than in other sectors and breaches of such regulations could expose our operating entities to claims for financial compensation and adverse regulatory consequences.
In many instances, our ownership and operation of infrastructure assets involves an ongoing commitment to a governmental agency. The nature of these commitments exposes the owners of infrastructure assets to a higher level of regulatory control than typically imposed on other businesses. For example, several of our utilities, transport and midstream operations are subject to government safety and reliability regulations that are specific to their industries. The risk that a governmental agency will repeal, amend, enact or promulgate a new law or regulation or that a governmental authority will issue a new interpretation of the law or regulations, could affect our operating entities substantially.
Sometimes commitments to governmental agencies, for example, under toll road concession arrangements, involve the posting of financial security for performance of obligations. If obligations are breached these financial securities may be called upon by the relevant agency.
There is also the risk that our operating entities do not have, might not obtain, or may lose permits necessary for their operations. Permits or special rulings may be required on taxation, financial and regulatory related issues. Even though most permits and licenses are obtained before the commencement of operations, many of these licenses and permits have to be renewed or maintained over the life of the business. The conditions and costs of these permits, licenses and consents may be changed on any renewal, or, in some cases, may not be renewed due to unforeseen circumstances or a subsequent change in regulations. In any event, the renewal or non-renewal could have a material adverse effect on our business, financial condition and results of operations.
The risk that a government will repeal, amend, enact or promulgate a new law or regulation or that a regulator or other government agency will issue a new interpretation of the law or regulations, may affect our operations or a project substantially. This may also be due to court decisions and actions of government agencies that affect these operations or a project’s performance or the demand for its services. For example, a government policy decision may result in adverse financial outcomes for us through directions to spend money to improve security, safety, reliability or quality of service.
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The lands used for our infrastructure assets may be subject to adverse claims or governmental or First Nations rights.
Our operations require large areas of land on which to be constructed and operated. The rights to use the land can be obtained through freehold title, leases and other rights of use. Although we believe that we have valid rights to all material easements, licenses and rights of way for our infrastructure operations, not all of our easements, licenses and rights of way are registered against the lands to which they relate and may not bind subsequent owners. Additionally, different jurisdictions have adopted different systems of land title and in some jurisdictions it may not be possible to ascertain definitively who has the legal right to enter into land tenure arrangements with the asset owner. In some jurisdictions where we have operations, it is possible to claim indigenous or aboriginal rights to land and the existence or declaration of native title may affect the existing or future activities of our utilities, transport or midstream operations and impact on their business, financial condition and results of operations.
In addition, a government, court, regulator, or indigenous or aboriginal group may make a decision or take action that affects an asset or project’s performance or the demand for its services. In particular, a regulator may restrict our access to an asset, or may require us to provide third parties with access, or may affect the pricing structure so as to lower our revenues and earnings. In Australia, native title legislation provides for a series of procedures that may need to be complied with if native title is declared on relevant land. In Canada, for example, courts have recognized that First Nations peoples may possess rights at law in respect of land used or occupied by their ancestors where treaties have not been concluded to deal with these rights. In either case, the claims of a First Nations or similar group may affect the existing or future activities of our operations, impact on our business, financial condition and results of operations, or require that compensation be paid.
Some of our transactions and current operations are structured as joint ventures, partnerships and consortium arrangements, and we intend to continue to operate in this manner in the future, which may reduce Brookfield’s and our influence over our operations and may subject us to additional obligations.
Some of our transactions and current operations are structured as joint ventures, partnerships and consortium arrangements. An integral part of our strategy is to participate with institutional investors in Brookfield-sponsored or co-sponsored consortiums for single asset acquisitions and as a partner in or alongside Brookfield-sponsored or co-sponsored partnerships that target acquisitions that suit our profile. These arrangements are driven by the magnitude of capital required to complete acquisitions of infrastructure assets, strategic partnering arrangements to access operating expertise, and other industry-wide trends that we believe will continue. Such arrangements involve risks not present where a third party is not involved, including the possibility that partners or co-venturers might become bankrupt or otherwise fail to fund their share of required capital contributions. Additionally, partners or co-venturers might at any time have economic or other business interests or goals different from us and Brookfield.
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While our strategy is to structure these arrangements to afford our partnership certain protective rights in relation to operating and financing activities, joint ventures, partnerships and consortium investments may provide for a reduced level of influence over an acquired company because governance rights are shared with others or such protective rights do not otherwise provide us with direct operational control over the underlying business. For example, these arrangements are structured to provide our partnership with veto rights over key operational activities and to require these arrangements to distribute available funds generated by the arrangement, subject to maintaining prudent reserves. Accordingly, decisions relating to the underlying operations and financing activities, including decisions relating to the management and operation, the investment of capital within the arrangement, and the timing and nature of any exit, will be made by a majority or super majority vote of the investors or by separate agreements that are reached with respect to individual decisions. For example, when we participate with institutional partners in Brookfield-sponsored or co-sponsored consortiums for asset acquisitions and as a partner in or alongside Brookfield-sponsored or co-sponsored partnerships, there is often a finite term to the investment or a date after which partners are granted liquidity rights, which could lead to the investment being sold prior to the date we would otherwise choose. In addition, such operations may be subject to the risk that the company may make business, financial or management decisions with which we do not agree or a management team may take risks or otherwise act in a manner that does not serve our interests. Because we may have a reduced level of influence over such operations, we may not be able to realize some or all of the benefits that we believe will be created from our and Brookfield’s involvement. If any of the foregoing were to occur, our business, financial condition and results of operations could suffer as a result.
In addition, because some of our transactions and current operations are structured as joint ventures, partnerships or consortium arrangements, the sale or transfer of interests in some of our operations are or may be subject to rights of first refusal or first offer, tag along rights or drag along rights and some agreements provide for buy-sell or similar arrangements. For example, some of our investments are subject to a shareholder agreement which allows for the sale of the assets without our consent. Such rights may be triggered at a time when we may not want them to be exercised and such rights may inhibit our ability to sell our interest in an entity within our desired time frame or on any other desired basis.
Some of our businesses operate in jurisdictions with less developed legal systems and could experience potential difficulties in obtaining effective legal redress and create uncertainties.
Some of our businesses operate in jurisdictions with less developed legal systems than those in more established economies. In these jurisdictions, Brookfield Infrastructure could be faced with potential difficulties in obtaining effective legal redress; a higher degree of discretion on the part of governmental authorities; a lack of judicial or administrative guidance on interpreting applicable rules and regulations; inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; and relative inexperience of the judiciary and courts in such matters.
In addition, in certain jurisdictions, Brookfield Infrastructure may find that the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements could be uncertain, creating particular concerns with respect to permits, approvals and licenses required or desirable for, or agreements entered into in connection with, the Brookfield Infrastructure business in any such jurisdiction. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licenses, permits or approvals (or applications for licenses, permits or approvals) or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured.
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Action taken by national, state or provincial governments, including nationalization or the imposition of new taxes, could materially impact the financial performance or value of our assets.
Our assets are located in many different jurisdictions, each with its own government and legal system. Different levels of political risk exist in each jurisdiction and it is possible that action taken by a national, state or provincial government, including the nationalization of a business or the imposition of new taxes, could materially impact our financial performance or in extreme cases deprive Brookfield Infrastructure of one or more of its businesses without adequate compensation.
Equipment that we need, including spare parts and components required for project development, may become unavailable or difficult to procure, inhibiting our ability to maintain full availability of existing facilities and also our ability to complete development projects on scope, schedule and budget.
Equipment and spare parts may become unavailable or difficult to procure on terms consistent with those that we have budgeted for. For example, some jurisdictions in which we operate have experienced supply chain challenges resulting from bottlenecks caused by, among other things, increases in demand and challenges involved with ramping up to meet this demand.
While supply chain disruptions that occurred globally in 2021 did not materially impact our business or operations, supply chains could be further disrupted in the future by factors outside of our control. This could include (1) a reduction in the supply or availability of the commodities required to produce the parts and components that we need to maintain existing projects and develop new projects from our development pipeline, (2) the potential physical effects of climate change, such as increased frequency and severity of storms, precipitation, floods and other climatic events and their impact on transportation networks and manufacturing centers, and (3) economic sanctions or embargoes, including those relating to human rights concerns in jurisdictions that produce key materials, components or parts.
Any material delays in procuring equipment or significant cost increases could adversely impact our business and financial condition.
Our business relies on the use of technology, and as a result, we may be exposed to cyber-security attacks.
Our business places significant reliance on information and other technology. This technology includes our computer systems used for information, processing, administrative and commercial operations and the operating plant and equipment used by our assets, including that on our toll roads, in our electricity transmission systems, regulated terminal operations, ports, rail networks, and by our electricity and gas distribution companies. In addition, our business also relies upon telecommunication services to interface with its widely distributed business network and customers. The information and embedded systems of key business partners and regulatory agencies are also important to our operations. Our business relies on this technology functioning as intended.
Our computer systems may be subject to cybersecurity risks or other breaches of information technology security, noting the increasing frequency and severity of these kinds of incidents. In particular, our information technology systems may be subject to cyber terrorism intended to obtain unauthorized access to our proprietary information and that of our business partners, disclose confidential data in breach of data privacy legislation, destroy data or disable, degrade or sabotage these systems, through the introduction of computer viruses, fraudulent emails, cyber-attacks and other means, and could originate from a variety of sources including our own employees or unknown third parties. Further, the operating equipment used by our assets may not continue to perform as it has in the past, and there is a risk of equipment failure due to wear and tear, latent defect, design or operator errors or early obsolescence, among other things.
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A breach of our cyber security measures or the failure or malfunction of any of our computerized business systems, associated backup or data storage systems could cause us to suffer a disruption in one or more parts of our business and experience, among other things, financial loss, a loss of business opportunities, misappropriation or unauthorized release of confidential or personal information, damage to our systems and those with whom we do business, violation of privacy and other laws, litigation, regulatory penalties and remediation and restoration costs as well as increased costs to maintain our systems. For example, the European General Data Protection Regulation, which came into effect in May 2018, includes stringent operational requirements for entities processing personal information and significant penalties for non-compliance.
A breach of our cyber/data security measures, the failure of any such computerized system or of the operating equipment used by our assets for a significant time period could have a material adverse effect on our business prospects, financial condition, results of operations and cash flow and it may not be possible to recover losses suffered from such incidents under our insurance policies. Although we are continuing to develop defenses to such attacks, we can provide no assurance they will be successful in preventing or ameliorating damage from such an attack on us and, as the manner in which cyber-attacks are undertaken has become more sophisticated, there is a risk that the occurrence of cyber-attack may remain undetected for an extended period.
Many of our operations depend on relevant contractual arrangements.
Many of our operations rely on revenue from customers under contracts. There is a risk that customers will default under these contracts. We cannot provide assurance that one or more customers will not default on their obligations to us or that such a default or defaults will not have a material adverse effect on our operations, financial position, future results of operations, or future cash flows. Furthermore, the bankruptcy of one or more of our customers, or some other similar proceeding or liquidity constraint, might make it unlikely that we would be able to collect all or a significant portion of amounts owed by the distressed entity or entities. In addition, such events might force such customers to reduce or curtail their future use of our products and services, which could have a material adverse effect on our business, financial condition and results of operations. For example, we have a single customer which represented a majority of contractual and regulated revenues of our Brazilian regulated transmission operation during 2022. As this accounts for a majority of its cash flow, our Brazilian regulated transmission operation could be materially adversely affected by any material change in the financial condition of that customer. Similarly, our Australian rail operation is party to several commercial track access agreements to provide access to our rail network for the haulage of commodities. The largest of these contracts currently accounts for a significant portion of forecast Adjusted EBITDA within the rail business and an event of default under this contract could have a materially adverse effect on that business.
We endeavor to minimize risk wherever possible by structuring our contracts in a way that minimizes volume risk (e.g. minimum guaranteed volumes and ‘take-or-pay’ arrangements), however it is possible that the take-or-pay arrangements may not be fully effective. In addition, the contract terms are finite and in some cases the contracts contain termination or suspension rights for the benefit of the customer.
Certain of our assets with revenues contracted under contracts will be subject to re-contracting risk in the future. We cannot provide assurance that we will be able to re-negotiate these contracts once their terms expire, or that even if we are able to do so, that we will be able to obtain the same prices or terms we currently receive. If we are unable to renegotiate these contracts, or unable to receive prices at least equal to the current prices we receive, our business, financial condition, results of operation and prospects could be adversely affected.
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We rely on tolling and revenue collection systems.
Revenues at some of our assets depend on reliable and efficient tolling, metering or other revenue collection systems. There is a risk that, if one or more of our businesses are not able to operate and maintain these tolling, metering or other revenue collection systems in the manner expected, or if the cost of operation and maintenance is greater than expected, our assets, business, financial condition, and risks of operations could be materially adversely affected. Users of our facilities who do not pay tolls or other charges may be subject to either direct legal action from the relevant business, or in some cases may be referred to the state for enforcement action. We bear the ultimate risk if enforcement actions against defaulting customers are not successful or if enforcement actions are more costly or take more time than expected.
Risks Relating to Our Relationship with Brookfield
Brookfield exercises substantial influence over our partnership and we are highly dependent on the Service Providers.
A subsidiary of Brookfield is the sole shareholder of our General Partner. As a result of its ownership of our General Partner, Brookfield is able to control the appointment and removal of our General Partner’s directors and, accordingly, exercise substantial influence over our partnership and over the Holding LP, for which our partnership is the managing general partner. In addition, the Service Providers, which includes subsidiaries of Brookfield, provides management and administration services to us pursuant to our Master Services Agreement. Our partnership and the Holding LP generally do not have any employees and depend on the management and administration services provided by the Service Providers. Brookfield personnel and support staff that provide services to us are not required to have as their primary responsibility the management and administration of our partnership or the Holding LP or to act exclusively for either of us. Any failure to effectively manage our current operations or to implement our strategy could have a material adverse effect on our business, financial condition and results of operations. For further information on our governance and management arrangements see Item 6.A “Directors and Senior Management”, Item 6.C “Board Practices” and Item 7.B “Related Party Transactions—Conflicts of Interest and Fiduciary Duties”.
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Brookfield has no obligation to source acquisition opportunities for us and we may not have access to all infrastructure acquisitions that Brookfield identifies.
Our ability to grow depends on Brookfield’s ability to identify and present us with acquisition opportunities. Brookfield established our partnership to own and operate certain infrastructure assets on a global basis. However, Brookfield has no obligation to source acquisition opportunities for us. In addition, Brookfield has not agreed to commit to us any minimum level of dedicated resources for the pursuit of infrastructure-related acquisitions or transition investments. There are a number of factors which could materially and adversely impact the extent to which suitable acquisition opportunities are made available from Brookfield, for example:
•there is no accepted industry standard for what constitutes an infrastructure asset. For example, Brookfield may consider certain assets that have both real-estate related characteristics and infrastructure related characteristics to be real estate and not infrastructure;
•it is an integral part of Brookfield’s (and our) strategy to pursue the acquisition of infrastructure assets through consortium arrangements with institutional partners, strategic partners and/or financial sponsors and to form partnerships (including private funds, joint ventures and similar arrangements) to pursue such acquisitions on a specialized or global basis. Although Brookfield has agreed with us that it will not enter any such arrangements that are suitable for us without giving us an opportunity to participate in them, there is no minimum level of participation to which we will be entitled;
•the same professionals within Brookfield’s organization that are involved in sourcing and executing acquisitions that are suitable for us are responsible for sourcing and executing opportunities for the vehicles, consortiums and partnerships referred to above, as well as having other responsibilities within Brookfield’s broader asset management business. Limits on the availability of such individuals will likewise result in a limitation on the availability of acquisition opportunities for us;
•Brookfield will only recommend acquisition opportunities that it believes are suitable and appropriate for us. Our focus is on assets where we believe that our operations-oriented approach can be deployed to create value. Accordingly, opportunities where Brookfield cannot play an active role in influencing the underlying assets may not be consistent with our acquisition strategy and, therefore, may not be suitable for us, even though they may be attractive from a purely financial perspective. Legal, regulatory, tax and other commercial considerations will likewise be an important consideration in determining whether an opportunity is suitable and/or appropriate for us and will limit our ability to participate in certain acquisitions; and
•in addition to structural limitations, the question of whether a particular acquisition is suitable and/or appropriate is highly subjective and is dependent on a number of portfolio construction and management factors including our liquidity position at the relevant time, the expected risk return profile of the opportunity, its fit with the balance of our investments and related operations, other opportunities that we may be pursuing or otherwise considering at the relevant time, our interest in preserving capital in order to secure other opportunities and/or to meet other obligations, and other factors. If Brookfield determines that an opportunity is not suitable or appropriate for us, it may still pursue such opportunity on its own behalf, or on behalf of a Brookfield-sponsored vehicle, partnership or consortium.
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In making determinations about acquisition opportunities and investments, consortium arrangements or partnerships, Brookfield may be influenced by factors that result in a misalignment or conflict of interest and may take the interests of others into account, as well as our own interests. See Item 7.B “Related Party Transactions—Conflicts of Interest and Fiduciary Duties.”
Among others, we may pursue acquisition opportunities indirectly through investments in Brookfield-sponsored vehicles, consortiums and partnerships or directly (including by investing alongside such vehicles, consortiums and partnerships). Any references in this Item 3.D “Key Information - Risk Factors” to our acquisitions, investments, assets, expenses, portfolio companies or other terms should be understood to mean such items held, incurred or undertaken directly by us or indirectly by us through our investment in such Brookfield-sponsored vehicles, consortiums and partnerships.
The departure of some or all of Brookfield’s professionals could prevent us from achieving our objectives.
We depend on the diligence, skill and business contacts of Brookfield’s professionals and the information and opportunities they generate during the normal course of their activities. Our future success will depend on the continued service of these individuals, who are not obligated to remain employed with Brookfield. Brookfield has experienced departures of key professionals in the past and may do so in the future, and we cannot predict the impact that any such departures will have on our ability to achieve our objectives. The departure of a significant number of Brookfield’s professionals for any reason, or the failure to appoint qualified or effective successors in the event of such departures, could have a material adverse effect on our ability to achieve our objectives. Our Limited Partnership Agreement and our Master Services Agreement do not require Brookfield to maintain the employment of any of its professionals or to cause any particular professionals to provide services to us or on our behalf.
The role and ownership of Brookfield may change and the control of our General Partner may be transferred to a third party without unitholder or preferred unitholder consent.
Our arrangements with Brookfield do not require Brookfield to maintain any ownership level in our partnership, in the Holding LP or in BIPC, and Brookfield may sell the units or Redeemable Partnership Units that it holds in our partnership or the Holding LP, respectively, or its BIPC exchangeable shares. Our General Partner may also transfer its general partnership interest in our partnership to a third party, including in a merger or consolidation or in a transfer of all or substantially all of its assets, without the consent of our unitholders or preferred unitholders. In addition, Brookfield may sell or transfer all or part of its interests in the Service Providers or in our General Partner, in each case, without the approval of our unitholders, which could result in changes to the management of our partnership and its current growth strategy. If a new owner were to acquire ownership of our General Partner and to appoint new directors or officers of its own choosing, it would be able to exercise substantial influence over our partnership’s policies and procedures and exercise substantial influence over our management and the types of acquisitions that we make. Such changes could result in our partnership’s capital being used to make acquisitions in which Brookfield has no involvement or to make acquisitions that are substantially different from those targeted by our current growth strategy. Additionally, we cannot predict with any certainty the effect that changes in the ownership of Brookfield would have on the trading price of our units, our preferred units or the BIPC exchangeable shares or our ability to raise capital or make investments in the future, because such matters would depend to a large extent on the identity of the new owner and the new owner’s intentions with regard to our group. As a result, our business, financial condition and results of operations may suffer.
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Brookfield’s ownership position in our partnership and the Holding LP entitles it to a significant percentage of our distributions, and Brookfield may increase its ownership relative to other unitholders.
As of December 31, 2022, Brookfield beneficially owns, directly or indirectly, 206,974,479 of our units, assuming exchange of 193,587,223 Redeemable Partnership Units of the Holding LP that are redeemable for cash or exchangeable for our units in accordance with the Redemption-Exchange Mechanism and exchange of 13,012,789 BIPC exchangeable shares beneficially owned by Brookfield. See Item 10.B “Memorandum and Articles of Association—Description of the Holding LP’s Limited Partnership Agreement—Redemption-Exchange Mechanism” and Item 10.B “Memorandum and Articles of Association—BIPC”. In addition, Brookfield owns 0.37% of the Holding LP through Special General Partner Units, which entitle Brookfield to receive distributions in proportion to its special general partnership interest, plus additional incentive distributions, as described in Item 7.B “Related Party Transactions—Special General Partner Distributions” and “—Incentive Distributions.” Accordingly, Brookfield’s ownership position of Redeemable Partnership Units and Special General Partner Units allows Brookfield to receive a substantial percentage of our distributions. See Item 10.B “Memorandum and Articles of Association.”
Brookfield may increase its ownership position in our partnership and the Holding LP. Under the distribution reinvestment plan of the Holding LP, Brookfield can reinvest distributions on its Redeemable Partnership Units for additional Redeemable Partnership Units. In addition, Brookfield may also elect to reinvest incentive distributions from its Special General Partner Units in exchange for additional Redeemable Partnership Units. Brookfield has advised us that it may from time to time reinvest these distributions for such additional Redeemable Partnership Units, which would increase its beneficial ownership percentage of our units and increase its share of distributions relative to public unitholders. To date, Brookfield has not elected to reinvest any of the distributions from its Redeemable Partnership Units or its Special General Partner Units for additional Redeemable Partnership Units, but it may elect to do so in the future.
Brookfield may also purchase additional units of our partnership or BIPC exchangeable shares in the open market or pursuant to private placements. Brookfield historically has purchased additional Redeemable Partnership Units in private placements concurrent with public offerings of our units. Most recently, it purchased 10,656,521 Redeemable Partnership Units in connection with our November 2021 offering. See Item 5.B “Liquidity and Capital Resources—Partnership Capital.”
Any of these events may result in Brookfield increasing its ownership of our units relative to other unitholders, which could reduce the amount of cash available for distribution to public unitholders.
Our Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfield any fiduciary duties to act in the best interests of our unitholders or preferred unitholders.
Our Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfield any duty (statutory or otherwise) to act in the best interests of the Service Recipients, nor do they impose other duties that are fiduciary in nature. As a result, our General Partner, a wholly-owned subsidiary of Brookfield, in its capacity as our General Partner, has sole authority to enforce the terms of such agreements and to consent to any waiver, modification or amendment of their provisions, subject to approval by a majority of our independent directors in accordance with our conflicts protocol. See Item 7.B “Related Party Transactions—Conflicts of Interest and Fiduciary Duties”.
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In addition, the Bermuda Limited Partnership Act of 1883 (“Bermuda Limited Partnership Act”), under which our partnership and the Holding LP were established, does not impose statutory fiduciary duties on a general partner of a limited partnership in the same manner that certain corporate statutes, such as the Canada Business Corporations Act, impose fiduciary duties on directors of a corporation. In general, under applicable Bermudian legislation, a general partner has a duty to: (i) act at all times in good faith; and (ii) subject to any express provisions of the partnership agreement to the contrary, act in the interests of the limited partnership. Applicable Bermuda legislation also provides that a general partner has certain limited duties to its limited partners, such as the duty to render accounts, account for private profits and not compete with the partnership in business. In addition, Bermudian common law recognizes that a general partner owes a duty of utmost good faith to its limited partners. These duties are, in most respects, similar to duties imposed on a general partner of a limited partnership under U.S. and Canadian law. However, to the extent that our General Partner owes any such fiduciary duties to our partnership, our preferred unitholders and unitholders, these duties have been modified pursuant to our Limited Partnership Agreement as a matter of contract law, with the exception of the duty of our General Partner to act in good faith, which cannot be modified. We have been advised by Bermudian counsel that such modifications are not prohibited under Bermudian law, subject to typical qualifications as to enforceability of contractual provisions, such as the application of general equitable principles. This is similar to Delaware law which expressly permits modifications to the fiduciary duties owed to partners, other than an implied contractual covenant of good faith and fair dealing.
Our Limited Partnership Agreement contains various provisions that modify the fiduciary duties that might otherwise be owed to our partnership, our preferred unitholders and unitholders, including when conflicts of interest arise. Specifically, our Limited Partnership Agreement states that no breach of our Limited Partnership Agreement or a breach of any duty, including fiduciary duties, may be found for any matter that has been approved by a majority of the independent directors of our General Partner. In addition, when resolving conflicts of interest, our Limited Partnership Agreement does not impose any limitations on the discretion of the independent directors or the factors which they may consider in resolving any such conflicts. The independent directors of our General Partner can, subject to acting in
accordance with their own fiduciary duties in their capacity as a director of the General Partner, therefore take into account the interests of third parties, including Brookfield, and, where applicable, any Brookfield managed vehicle, consortium or partnership, when resolving conflicts of interest and may owe fiduciary duties to such third parties, or to such Brookfield managed vehicles, consortiums or partnerships. Additionally, any fiduciary duty that is imposed under any applicable law or agreement is modified, waived or limited to the extent required to permit our General Partner to undertake any affirmative conduct or to make any decisions, so long as such action is reasonably believed to be in, or not inconsistent with, the best interests of our partnership.
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In addition, our Limited Partnership Agreement provides that our General Partner and its affiliates do not have any obligation under our Limited Partnership Agreement, or as a result of any duties stated or implied by law or equity, including fiduciary duties, to present business or investment opportunities to our partnership, the Holding LP, any Holding Entity or any other holding entity established by us. Our Limited Partnership Agreement also allows affiliates of our General Partner to engage in activities that may compete with us or our activities. Additionally, any failure by our General Partner to consent to any merger, consolidation or combination will not result in a breach of our Limited Partnership Agreement or any other provision of law. Our Limited Partnership Agreement prohibits our limited partners from advancing claims that otherwise might raise issues as to compliance with fiduciary duties or applicable law. These modifications to the fiduciary duties are detrimental to our unitholders and preferred unitholders because they restrict the remedies available for actions that might otherwise constitute a breach of fiduciary duty and permit conflicts of interest to be resolved in a manner that may not be or is not in the best interests of our partnership or the best interests of our unitholders and preferred unitholders. See Item 7.B “Related Party Transactions—Conflicts of Interest and Fiduciary Duties”.
Our organizational and ownership structure, as well as our contractual arrangements with Brookfield, may create significant conflicts of interest that may be resolved in a manner that is not in the best interests of our partnership or the best interests of our unitholders and preferred unitholders.
Our organizational and ownership structure involves a number of relationships that may give rise to conflicts of interest between our partnership, our unitholders and our preferred unitholders, on one hand, and Brookfield and BIPC, on the other hand, For example, while the BIPC board generally mirrors the board of the General Partner, BIPC’s board of directors includes an additional non-overlapping board member to assist BIPC with, among other things, resolving any conflicts of interest that may arise from its relationship with our partnership. Mr. John Mullen currently serves as the non-overlapping member of BIPC’s board of directors. In certain instances, the interests of Brookfield or BIPC may differ from the interests of our partnership, our preferred unitholders and our unitholders, including with respect to the types of acquisitions made, the timing and amount of distributions by our partnership, the reinvestment of returns generated by our operations, the use of leverage when making acquisitions and the appointment of outside advisors and service providers. Further, Brookfield may make decisions, including with respect to tax or other reporting positions, from time to time that may be more beneficial to one type of investor or beneficiary than another, or to Brookfield rather than to our partnership, our unitholders and our preferred unitholders.
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In addition, the Service Providers, affiliates of Brookfield, provides management services to us pursuant to our Master Services Agreement. Pursuant to our Master Services Agreement, on a quarterly basis, we pay a base management fee to the Service Providers equal to 0.3125% (1.25% annually) of the market value of our partnership. BIPC reimburses us for its proportionate share of such fee. BIPC’s proportionate share of the base management fee is calculated based on the weighted average units and BIPC exchangeable shares outstanding after retroactively adjusting for the special distribution. For purposes of calculating the base management fee, the market value of our partnership is equal to the aggregate value of all our outstanding units (assuming full conversion of Brookfield’s limited partnership interests in Brookfield Infrastructure into units), preferred units and securities of the other Service Recipients (including the BIPC exchangeable shares and the Exchangeable units) that are not held by Brookfield Infrastructure, plus all outstanding third party debt with recourse to a Service Recipient, less all cash held by such entities. Infrastructure Special LP will also receive incentive distributions 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 as set forth in the Holding LP’s limited partnership agreement. For a further explanation of the base management fee and incentive distributions, see Item 6.A “Directors and Senior Management—Management Fee” and Item 7.B “Related Party Transactions—Incentive Distributions”. This relationship may give rise to conflicts of interest between us, our unitholders and preferred unitholders, on the one hand, and Brookfield, on the other, as Brookfield’s interests may differ from the interests of Brookfield Infrastructure, our unitholders and preferred unitholders.
Our General Partner, the sole shareholder of which is Brookfield Corporation, has sole authority to determine whether we will make distributions and the amount of distributions on our units and timing of these distributions. The arrangements we have with Brookfield may create an incentive for Brookfield to take actions which would have the effect of increasing distributions and fees payable to it, which may be to the detriment of us, our unitholders and preferred unitholders. For example, because the base management fee is calculated based on the market value of our partnership, it may create an incentive for Brookfield to increase or maintain the market value of our partnership over the near-term when other actions may be more favorable to us or our unitholders and preferred unitholders. Similarly, Brookfield may take actions to increase distributions on our units in order to ensure Brookfield is paid incentive distributions in the near term when other investments or actions may be more favorable to us or our unitholders and preferred unitholders. Also, through Brookfield’s ownership of our units, the Redeemable Partnership Units and BIPC exchangeable shares, it has an effective economic interest in our partnership of approximately 27.1%, on a fully-exchanged basis (assuming the exchange of all issued and outstanding Redeemable Partnership Units, Exchangeable units and BIPC exchangeable shares) and therefore may be incentivized to increase distributions payable to our unitholders and thereby to Brookfield.
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Brookfield and Oaktree operate their respective investment businesses largely independently, and do not expect to coordinate or consult on investment decisions, which may give rise to conflicts of interest and make it more difficult to mitigate certain conflicts of interest.
Brookfield and Oaktree operate their respective investment businesses largely independently pursuant to an information barrier, and Brookfield does not expect to coordinate or consult with Oaktree with respect to investment activities and/or decisions. In addition, neither Brookfield nor Oaktree is expected to be subject to any internal approvals over its investment activities and decisions by any person who would have knowledge and/or decision-making control of the investment decisions of the other. As a result, it is expected that our partnership and the operating entities, as well as Brookfield, Brookfield Accounts that we are invested in and their portfolio companies, will engage in activities and have business relationships that give rise to conflicts (and potential conflicts) of interests between them, on the one hand, and Oaktree, Oaktree Accounts and their portfolio companies, on the other hand. These conflicts (and potential conflicts) of interests may include: (i) competing from time to time for the same investment opportunities, (ii) the pursuit by Oaktree Accounts of investment opportunities suitable for our partnership and Brookfield Accounts that we are invested in, without making such opportunities available to us or those Brookfield Accounts, and (iii) the formation or establishment of new Oaktree Accounts that could compete or otherwise conduct their affairs without regard as to whether or not they adversely impact our partnership and/or Brookfield Accounts that we are invested in. Investment teams managing the activities of our partnership and/or Brookfield Accounts that we are invested in are not expected to be aware of, and will not have the ability to manage, such conflicts.
Our partnership and/or Brookfield Accounts that we are invested in could be adversely impacted by Oaktree’s activities. Competition from Oaktree Accounts for investment opportunities could also, under certain circumstances, adversely impact the purchase price of our (direct and/or indirect) investments. As a result of different investment objectives, views and/or interests in investments, Oaktree will manage certain Oaktree Accounts in a way that is different than from the interests of our partnership and/or Brookfield Accounts that we are invested in, which could adversely impact our (direct and/or direct) investments. For more information, see Item 7.B., “Related Party Transactions - Conflicts of Interest and Fiduciary Duties”.
Brookfield and Oaktree are likely to be deemed to be affiliates for purposes of certain laws and regulations, which may result in, among other things, earlier public disclosure of investments by our partnership and/or Brookfield Accounts that we are invested in.
Brookfield and Oaktree are likely to be deemed to be affiliates for purposes of certain laws and regulations, notwithstanding their operational independence and/or information barrier, and it is anticipated that, from time to time, our partnership and/or Brookfield Accounts that we are invested in and Oaktree Accounts may each have significant positions in one or more of the same issuers. As such, Brookfield and Oaktree will likely need to aggregate certain investment holdings, including holdings of our partnership, Brookfield Accounts that we are invested in and Oaktree Accounts for certain securities law purposes and other regulatory purposes. Consequently, Oaktree’s activities could result in earlier public disclosure of investments by our partnership and/or Brookfield Accounts that we are invested in, restrictions on transactions by our partnership and/or Brookfield Accounts that we are invested in (including the ability to make or dispose of certain investments at certain times), adverse effects on the prices of investments made by our partnership and/or Brookfield Accounts that we are invested in, potential short-swing profit disgorgement, penalties and/or regulatory remedies, among others. For more information, see Item 7.B., “Related Party Transactions - Conflicts of Interest and Fiduciary Duties”.
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Breaches of the information barrier and related internal controls by Brookfield and/or Oaktree could result in significant adverse consequences to Brookfield and Oaktree and/or Brookfield Accounts that we are invested in, amongst others.
Although information barriers were implemented to address the potential conflicts of interests and regulatory, legal and contractual requirements of our partnership, Brookfield and Oaktree may decide, at any time and without notice to our partnership or our unitholders, to remove or modify the information barrier between Brookfield and Oaktree. In addition, there may be breaches (including inadvertent breaches) of the information barriers and related internal controls by Brookfield and/or Oaktree.
To the extent that the information barrier is removed or is otherwise ineffective and Brookfield has the ability to access analysis, model and/or information developed by Oaktree and its personnel, Brookfield will not be under any obligation or other duty to access such information or effect transactions for our partnership and/or Brookfield Accounts that we are invested in, in accordance with such analysis and models, and in fact may be restricted by securities laws from doing so. In such circumstances, Brookfield may make investment decisions for our partnership and/or Brookfield Accounts that we are invested in that differ from those it would have made if Brookfield had pursued such information, which may be disadvantageous to our partnership and/or Brookfield Accounts that we are invested in.
The breach or failure of our information barriers could result in our partnership obtaining material non-public information, which may restrict our partnership from acquiring or disposing investments and ultimately impact the returns generated for our business. In addition, any such breach or failure could also result in potential regulatory investigations and claims for securities laws violations in connection with our direct and/or indirect investment activities. Any inadvertent trading on material non-public information, or perception of trading on material non-public information, could have a significant adverse effect on Brookfield’s reputation, result in the imposition of regulatory or financial sanctions, and negatively impact Brookfield’s ability to provide investment management services to its clients, all of which could result in negative financial impact to the investment activities of our partnership and/or Brookfield Accounts that we are invested in. For more information, see Item 7.B., “Related Party Transactions-Conflicts of Interest and Fiduciary Duties”.
Our arrangements with Brookfield were negotiated in the context of an affiliated relationship and may contain terms that are less favorable than those which otherwise might have been obtained from unrelated parties.
The terms of most of our arrangements with Brookfield were effectively determined by Brookfield in the context of the spin-off. While our General Partner’s independent directors are aware of the terms of these arrangements and have approved the arrangements on our behalf, they did not negotiate the terms. These terms, including terms relating to compensation, contractual or fiduciary duties, conflicts of interest and Brookfield’s ability to engage in outside activities, including activities that compete with us, our activities and limitations on liability and indemnification, may be less favorable than otherwise might have resulted if the negotiations had involved unrelated parties. Under our Limited Partnership Agreement, persons who acquire our units or preferred units and their transferees will be deemed to have agreed that none of those arrangements constitutes a breach of any duty that may be owed to them under our Limited Partnership Agreement or any duty stated or implied by law or equity. See Item 10.B “Memorandum and Articles of Association—Description of our Units, Preferred Units, and our Limited Partnership Agreement”.
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Our General Partner may be unable or unwilling to terminate the Master Services Agreement.
The Master Services Agreement provides that the Service Recipients may terminate the agreement only if: (i) the Service Providers defaults in the performance or observance of any material term, condition or covenant contained in the agreement in a manner that results in material harm to us and the default continues unremedied for a period of 30 days after written notice of the breach is given to the Service Providers; (ii) the Service Providers engages in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to us; (iii) the Service Providers are grossly negligent in the performance of its duties under the agreement and such negligence results in material harm to the Service Recipients; or (iv) upon the happening of certain events relating to the bankruptcy or insolvency of the Service Providers. Our General Partner cannot terminate the agreement for any other reason, including if the Service Providers or Brookfield Corporation experiences a change of control, and there is no fixed term to the agreement. In addition, because our General Partner is an affiliate of Brookfield Corporation, it may be unwilling to terminate the Master Services Agreement, even in the case of a default. If the Service Providers’ performance does not meet the expectations of investors, and our General Partner is unable or unwilling to terminate the Master Services Agreement, the market price of our units or preferred units could suffer. Furthermore, the termination of the Master Services Agreement would terminate our partnership’s rights under the Relationship Agreement and our Licensing Agreements. See Item 7.B “Related Party Transactions—Relationship Agreement” and Item 7.B “Related Party Transactions—Licensing Agreements”.
The liability of the Service Providers is limited under our arrangements with them and we have agreed to indemnify the Service Providers against claims that they may face in connection with such arrangements, which may lead it to assume greater risks when making decisions relating to us than it otherwise would if acting solely for its own account.
Under the Master Services Agreement, the Service Providers have not assumed any responsibility other than to provide or arrange for the provision of the services described in the Master Services Agreement in good faith and will not be responsible for any action that our General Partner takes in following or declining to follow its advice or recommendations. In addition, under our Limited Partnership Agreement, the liability of our General Partner and its affiliates, including the Service Providers, is limited to the fullest extent permitted by law to conduct involving bad faith, fraud or willful misconduct or, in the case of a criminal matter, action that was known to have been unlawful. The liability of the Service Providers under the Master Services Agreement is similarly limited, except that the Service Providers are also liable for liabilities arising from gross negligence. In addition, our partnership has agreed to indemnify the Service Providers to the fullest extent permitted by law from and against any claims, liabilities, losses, damages, costs or expenses incurred by an indemnified person or threatened in connection with our operations, investments and activities or in respect of or arising from the Master Services Agreement or the services provided by the Service Providers, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the conduct in respect of which such persons have liability as described above. These protections may result in the Service Providers tolerating greater risks when making decisions than otherwise would be the case, including when determining whether to use leverage in connection with acquisitions. The indemnification arrangements to which the Service Providers are a party may also give rise to legal claims for indemnification that are adverse to our partnership, our unitholders and preferred unitholders. See Item 6.A “Directors and Senior Management—Our Master Services Agreement—Indemnification and Limitations on Liability”.
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Risks Relating to Our Partnership Structure
Brookfield Infrastructure and our operating entities use leverage and such indebtedness may result in Brookfield Infrastructure or our operating entities being subject to certain covenants which restrict our ability to engage in certain types of activities or to make distributions to equity.
The Holding LP and many of our Holding Entities and operating entities have entered into credit facilities or have incurred other forms of debt, including for the purposes of acquisitions and investments as well as for general corporate purposes. The total quantum of exposure to debt within Brookfield Infrastructure is significant, and we may become more highly leveraged in the future. Some facilities are fully drawn, while some have amounts of principal which are undrawn.
Highly leveraged assets are inherently more sensitive to declines in revenues, increases in expenses and interest rates and adverse economic, market and industry developments. A leveraged company’s income and net assets also tend to increase or decrease at a greater rate than would otherwise be the case if money had not been borrowed. As a result, the risk of loss associated with a leveraged company, all other things being equal, is generally greater than for companies with comparatively less debt. In addition, the use of indebtedness in connection with an acquisition may give rise to negative tax consequences to certain investors. Leverage may also result in a requirement for short-term liquidity, which may force the sale of assets at times of low demand and/or prices for such assets. This may mean that we are unable to realize fair value for the assets in a sale.
Our credit facilities also contain covenants applicable to the relevant borrower and events of default. Covenants can relate to matters including limitations on financial indebtedness, dividends, investments, or minimum amounts for interest coverage, Adjusted EBITDA, cash flow or net worth. If an event of default occurs, or minimum covenant requirements are not satisfied, this can result in a requirement to immediately repay any drawn amounts or the imposition of other restrictions including a prohibition on the payment of distributions to equity.
Our credit facilities or other debt or debt-like instruments may or may not be rated. Should such debt or debt-like instruments be rated, a credit downgrade may have an adverse impact on the cost of such debt.
We may acquire distressed companies and these acquisitions may subject us to increased risks, including the incurrence of additional legal or other expenses.
As part of our acquisition strategy, we may acquire distressed companies. This could involve acquisitions of securities of companies in event-driven special situations, such as acquisitions, tender offers, bankruptcies, recapitalizations, spinoffs, corporate and financial restructurings, litigation or other liability impairments, turnarounds, management changes, consolidating industries and other catalyst-oriented situations. Acquisitions of this type involve substantial financial and business risks that can result in substantial or total losses. Among the problems involved in assessing and making acquisitions in troubled issuers is the fact that it frequently may be difficult to obtain information as to the condition of such issuer. If, during the diligence process, we fail to identify issues specific to a company or the environment in which Brookfield Infrastructure operates, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that may result in other reporting losses.
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As a consequence of Brookfield Infrastructure’s role as an acquirer of distressed companies, we may be subject to increased risk of incurring additional legal, indemnification or other expenses, even if we are not named in any action. In distressed situations, litigation often follows when disgruntled shareholders, creditors and other parties seek to recover losses from poorly performing investments. The enhanced litigation risk for distressed companies is further elevated by the potential that Brookfield or Brookfield Infrastructure may have controlling or influential positions in these companies.
Our partnership is a holding entity and currently we rely on the Holding LP and, indirectly, the Holding Entities and our operating entities to provide us with the funds necessary to pay distributions and meet our financial obligations.
Our partnership is a holding entity and its sole material asset is its managing general partnership interest and preferred limited partnership interest in the Holding LP, which owns all of the common shares of the Holding Entities and indirectly owns the class B shares and the class C shares, through which we hold all of our interests in the operating entities. Our partnership has no independent means of generating revenue. As a result, we depend on distributions and other payments from the Holding LP and, indirectly, the Holding Entities and our operating entities to provide us with the funds necessary to pay distributions on our units and preferred units and to meet our financial obligations. The Holding LP, the Holding Entities and our operating entities are legally distinct from us and some of them are or may become restricted in their ability to pay dividends and distributions or otherwise make funds available to us pursuant to local law, regulatory requirements and their contractual agreements, including agreements governing their financing arrangements, such as the Holding LP’s credit facilities and other indebtedness incurred by the Holding Entities and operating entities. Any other entities through which we may conduct operations in the future will also be legally distinct from us and may be similarly restricted in their ability to pay dividends and distributions or otherwise make funds available to us under certain conditions. The Holding LP, the Holding Entities and our operating entities will generally be required to service their debt obligations before making distributions to us or their parent entities, as applicable, thereby reducing the amount of our cash flow available to pay distributions, fund working capital and satisfy other needs.
Our partnership anticipates that the only distributions that it will receive in respect of our partnership’s managing general partnership interest in the Holding LP will consist of amounts that are intended to assist our partnership in making distributions to our unitholders in accordance with our partnership’s distribution policy and to allow our partnership to pay expenses as they become due. Distributions received in respect of our partnership’s preferred limited partnership interest in the Holding LP will consist of amounts that are intended to assist our partnership in making distributions to our preferred unitholders in accordance with the terms of our preferred units. The declaration and payment of cash distributions by our partnership is at the discretion of our General Partner. Our partnership is not required to make such distributions and neither our partnership nor our General Partner can assure you that our partnership will make such distributions as intended.
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While we plan to review our partnership’s distributions to our unitholders periodically, there is no guarantee that we will be able to increase, or even maintain the level of distributions that are paid. Historically, as a result of this review, we decided to increase distributions in each of the last ten years. However, such historical increases in distribution payments may not be reflective of any future increases in distribution payments which will be subject to review by the board of directors of our General Partner taking into account prevailing circumstances at the relevant time. Immediately following completion of the special distribution, and as a result of the issuance by BIPC of exchangeable shares to holders of units, our partnership’s regular quarterly distribution per unit was reduced such that the aggregate distribution received by a holder of units and BIPC exchangeable shares, when taken together, remained approximately the same as it would have been had the special distribution never been made. See Item 4.A “History and Development of Brookfield Infrastructure — Overview”. Although we intend to make distributions on our units in accordance with our distribution policy, our partnership is not required to pay distributions on our units and neither our partnership nor our General Partner can assure you that our partnership will be able to increase or even maintain the level of distributions on our units that are made in the future.
Future sales or issuances of our units, preferred units or securities exchangeable into our units (including BIPC exchangeable shares), or the perception of such sales or issuances, could depress the trading price of our units and/or preferred units.
The sale or issuance of our units, preferred units, BIPC exchangeable shares or other securities exchangeable into our units, or the exchange of Exchangeable units, or the perception of such sales, issuances or exchanges, could depress the trading price of our units or preferred units and impair our ability to raise capital through the sale of additional units or preferred units. In addition, we may also issue additional units or other securities as consideration for acquisitions. We are also required to issue additional units upon exchange of BIPC exchangeable shares. There are 110,600,397 BIPC exchangeable shares outstanding as of March 14, 2023, each of which may be exchanged for our units in accordance with their terms. We cannot predict the effect that future sales, issuances or exchanges of our units, preferred units or securities exchangeable into our units, or the perception of such sales, issuances or exchanges, would have on the market price of our units or preferred units.
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Our partnership is not, and does not intend to become, regulated as an investment company under the Investment Company Act (and similar legislation in other jurisdictions) and if our partnership was deemed an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to operate as contemplated.
The Investment Company Act (and similar legislation in other jurisdictions) provide certain protections to investors and impose certain restrictions on companies that are required to be regulated as investment companies. Among other things, such rules limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities and impose certain governance requirements. Our partnership has not been and does not intend to become regulated as an investment company and our partnership intends to conduct its activities so it will not be deemed to be an investment company under the Investment Company Act (and similar legislation in other jurisdictions). In order to ensure that we are not deemed to be an investment company, we may be required to materially restrict or limit the scope of our operations or plans. We will be limited in the types of acquisitions that we may make, and we may need to modify our organizational structure or dispose of assets which we would not otherwise dispose. Moreover, if anything were to happen which causes our partnership to be deemed an investment company under the Investment Company Act, it would be impractical for us to operate as contemplated. Agreements and arrangements between and among us and Brookfield would be impaired, the type and amount of acquisitions that we would be able to make as a principal would be limited and our business, financial condition and results of operations would be materially adversely affected. Accordingly, we would be required to take extraordinary steps to address the situation, such as the amendment or termination of the Master Services Agreement, the restructuring of our partnership and the Holding Entities, the amendment of our Limited Partnership Agreement or the termination of our partnership, any of which could materially adversely affect the value of our units and preferred units. In addition, if our partnership were deemed to be an investment company under the Investment Company Act, it would be taxable as a corporation for U.S. federal income tax purposes, and such treatment could materially adversely affect the value of our units and preferred units.
Our partnership is an “SEC foreign issuer” under Canadian securities regulations and is exempt from certain requirements of Canadian securities laws and a “foreign private issuer” under U.S. securities laws and as a result is subject to disclosure obligations different from requirements applicable to U.S. domestic registrants listed on the New York Stock Exchange (“NYSE”).
Although our partnership is a reporting issuer in Canada, it is an “SEC foreign issuer” and is exempt from certain Canadian securities laws relating to disclosure obligations and proxy solicitation, subject to certain conditions. Therefore, there may be instances where publicly available information in Canada about our partnership is either different or presented in a different manner than would be the case if we were a typical Canadian reporting issuer.
Although our partnership is subject to the periodic reporting requirement of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (“Exchange Act”), the periodic disclosure required of foreign private issuers under the Exchange Act is different from periodic disclosure required of U.S. domestic registrants. Therefore, there may be instances where publicly available information about our partnership is either different or presented in a different manner than what is typically published by or about other public limited partnerships in the United States that are U.S. domestic issuers. As a foreign private issuer, our partnership is exempt from certain other sections of the Exchange Act to which U.S. domestic issuers are subject, including the requirement to provide our unitholders with information statements or proxy statements that comply with the Exchange Act. In addition, insiders and large unitholders of our partnership are not obligated to file reports under Section 16 of the Exchange Act, and certain corporate governance rules imposed by the NYSE are inapplicable to our partnership as it is a foreign private issuer.
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We may be subject to the risks commonly associated with a separation of economic interest from control or the incurrence of debt at multiple levels within an organizational structure.
Our ownership and organizational structure is similar to structures whereby one company controls another company which in turn holds controlling interests in other companies; thereby, the company at the top of the chain may control the company at the bottom of the chain even if its effective equity position in the bottom company is less than a controlling interest. Brookfield controls the sole shareholder of our General Partner and, as a result of such ownership of our General Partner, Brookfield is able to control the appointment and removal of our General Partner’s directors and, accordingly, exercises substantial influence over us. In turn, we often have a majority controlling interest or a significant influence in our investments. Even though Brookfield currently has an effective economic interest in our partnership of approximately 27.1%, on a fully-exchanged basis, as a result of ownership of our units, the Redeemable Partnership Units and BIPC exchangeable shares, over time Brookfield may reduce this economic interest while still maintaining its controlling interest, and, therefore, Brookfield may use its control rights in a manner that conflicts with the economic interests of our other unitholders and preferred unitholders. For example, despite the fact that we have conflicts protocols in place, which addresses the requirement for independent approval and other requirements for transactions in which there is greater potential for a conflict of interest to arise, including transactions with affiliates of Brookfield, as well as between BIPC and Brookfield, because Brookfield will be able to exert substantial influence over us, and, in turn, over our investments, there is a greater risk of transfer of the assets of our investments at non-arm’s length values to Brookfield and its affiliates. In addition, debt incurred at multiple levels within the chain of control could exacerbate the separation of economic interest from controlling interest at such levels, thereby creating an incentive to leverage us and our investments. Any such increase in debt would also make us more sensitive to declines in revenues, increases in expenses and interest rates, and adverse market conditions. The servicing of any such debt would also reduce the amount of funds available to pay distributions to us and ultimately to our unitholders and preferred unitholders and holders of BIPC exchangeable shares.
Our failure to maintain effective internal controls could have a material adverse effect on our business in the future and the price of our units and preferred units.
As a public partnership, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and stock exchange rules promulgated in response to the Sarbanes-Oxley Act. A number of our current operating subsidiaries are and potential future acquisitions will be private companies and their systems of internal controls over financial reporting may be less developed as compared to public company requirements. Any failure to maintain adequate internal controls over financial reporting or to implement required, new or improved controls, or difficulties encountered in their implementation, could cause material weaknesses or significant deficiencies in our internal controls over financial reporting and could result in errors or misstatements in our consolidated financial statements that could be material. If we or our independent registered public accounting firm were to conclude that our internal controls over financial reporting were not effective, investors could lose confidence in our reported financial information and the price of our units and preferred units could decline. Our failure to achieve and maintain effective internal controls could have a material adverse effect on our business, our ability to access capital markets and investors’ perception of us. In addition, material weaknesses in our internal controls could require significant expense and management time to remediate.
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Risks Relating to Our Units and Preferred Units
Our unitholders and preferred unitholders do not have a right to vote on partnership matters or to take part in the management of our partnership.
Under our Limited Partnership Agreement, our unitholders and preferred unitholders are not entitled to vote on matters relating to our partnership, such as acquisitions, dispositions or financing, or to participate in the management or control of our partnership. In particular, our unitholders and preferred unitholders do not have the right to remove our General Partner, to cause our General Partner to withdraw from our partnership, to cause a new general partner to be admitted to our partnership, to appoint new directors to our General Partner’s board of directors, to remove existing directors from our General Partner’s board of directors or to prevent a change of control of our General Partner. In addition, except for certain fundamental matters and as prescribed by applicable laws, our unitholders’ and preferred unitholders’ consent rights apply only with respect to certain amendments to our Limited Partnership Agreement. As a result, unlike holders of common stock of a corporation, our unitholders are not able to influence the direction of our partnership, including its policies and procedures, or to cause a change in its management, even if they are unsatisfied with the performance of our partnership. Consequently, our unitholders may be deprived of an opportunity to receive a premium for their units in the future through a sale of our partnership and the trading price of our units may be adversely affected by the absence or a reduction of a takeover premium in the trading price. Unitholders and preferred unitholders only have a right to vote under limited circumstances as described in Item 10.B “Memorandum and Articles of Association—Description of Our Units, Preferred Units and Our Limited Partnership Agreement.”
The market price of our units and preferred units (and securities exchangeable into units, such as the BIPC exchangeable shares) may be volatile.
The market price of our units and preferred units (and securities exchangeable into units, such as the BIPC exchangeable shares) may be highly volatile and could be subject to wide fluctuations. Some of the factors that could negatively affect the price of our units and preferred units and securities exchangeable into units include: general market and economic conditions, including disruptions, downgrades, credit events and perceived problems in the credit markets; actual or anticipated variations in our quarterly operating results or distributions on our units; actual or anticipated variations or trends in market interest rates; market prices of other securities; our strategic actions and changes in our investments or asset composition; write-downs or perceived credit or liquidity issues affecting our assets; market perception of our partnership, our business and our assets; changes in stock market analyst recommendations or earnings estimates regarding our units or the securities of other issuers that are comparable to our partnership or are in the industries that our operating entities serve; our level of indebtedness and/or adverse market reaction to any indebtedness we incur in the future; our ability to raise capital on favorable terms or at all; sales of our units, preferred units or securities exchangeable for our units (including BIPC exchangeable shares); loss of any major funding source; the termination of our Master Services Agreement or additions or departures of our or Brookfield’s key personnel; changes in market valuations of similar infrastructure companies; speculation in the press or investment community regarding us or Brookfield; and changes in U.S. tax laws that make it impractical or impossible for our partnership to continue to be taxable as a partnership for U.S. federal income tax purposes. Securities markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies or partnerships. Any broad market fluctuations may adversely affect the trading price of our units and preferred units (and securities exchangeable into units, such as the BIPC exchangeable shares).
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We may need additional funds in the future and we may issue additional units, preferred units or securities exchangeable into our units (including BIPC exchangeable shares) in lieu of incurring indebtedness which may dilute existing holders of our units or we may issue securities that have rights and privileges that are more favorable than the rights and privileges accorded to our unitholders and preferred unitholders.
Under our Limited Partnership Agreement subject to the terms of any preferred units then outstanding, we may issue additional partnership securities, including units, preferred units, securities exchangeable into units (including BIPC exchangeable shares) and options, rights, warrants and appreciation rights relating to partnership securities for any purpose and for such consideration and on such terms and conditions as our General Partner may determine. Subject to the terms of any preferred units outstanding, our General Partner’s board of directors will be able to determine the class, designations, preferences, rights, powers and duties of any additional partnership securities, including any rights to share in our profits, losses and distributions, any rights to receive partnership assets upon our dissolution or liquidation and any redemption, conversion and exchange rights. Subject to the terms of any preferred units outstanding, our General Partner may use such authority to issue additional units or preferred units, which could dilute holders of our units, or to issue securities with rights and privileges that are more favorable than those of our units or preferred units. Subject to the terms of any preferred units then outstanding, holders of units and preferred units will not have any pre-emptive right or any right to consent to or otherwise approve the issuance of any such securities or the terms on which any such securities may be issued. As of March 14, 2023, there are 110,600,397 BIPC exchangeable shares outstanding, each of which may be exchanged for our units in accordance with their terms.
Non-U.S. unitholders will be subject to foreign currency risk associated with Brookfield Infrastructure’s distributions.
A significant number of our unitholders will reside in countries where the U.S. dollar is not the functional currency. Our distributions are denominated in U.S. dollars but may be settled in the local currency of the unitholder receiving the distribution. For each non-U.S. unitholder, the value received in the local currency from the distribution will be determined based on the exchange rate between the U.S. dollar and the applicable local currency at the time of payment. As such, if the U.S. dollar depreciates significantly against the local currency of the non-U.S. unitholder, the value received by such unitholder in its local currency will be adversely affected.
U.S. investors in our units and preferred units may find it difficult or impossible to enforce service of process and enforcement of judgments against us and directors and officers of our General Partner and the Service Providers.
We were established under the laws of Bermuda, and most of our subsidiaries are organized in jurisdictions outside of the United States. In addition, our directors and senior management identified in this annual report on Form 20-F are located outside of the United States. Certain of the directors and officers of our General Partner and the Service Providers reside outside of the United States. A substantial portion of our assets are, and the assets of the directors and officers of our General Partner and the Service Providers identified in this annual report on Form 20-F may be, located outside of the United States. It may not be possible for investors to effect service of process within the United States upon the directors and officers of our General Partner and the Service Providers. It may also not be possible to enforce against us or the directors and officers of our General Partner and the Service Providers judgments obtained in U.S. courts predicated upon the civil liability provisions of applicable securities law in the United States.
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Canadian investors in our units and preferred units may find it difficult or impossible to enforce service of process and enforcement of judgments against us and the directors and officers of our General Partner and the Service Provider.
We were established under the laws of Bermuda, and most of our subsidiaries are organized in jurisdictions outside of Canada. Certain of the directors and officers of our General Partner and the Service Providers reside outside of Canada. A substantial portion of our assets are, and the assets of the directors and officers of our General Partner and the Service Providers and the experts identified in this annual report on Form 20-F may be, located outside of Canada. It may not be possible for investors to effect service of process within Canada upon the directors and officers of our General Partner and the Service Providers. It may also not be possible to enforce against us, the experts identified in this annual report on Form 20-F, or the directors and officers of our General Partner and the Service Providers judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.
We may not be able to continue paying comparable or growing cash distributions to our unitholders in the future.
The amount of cash we can distribute to our unitholders depends upon the amount of cash we receive from the Holding LP and, indirectly, the Holding Entities and the operating entities. The amount of cash the Holding LP, the Holding Entities and the operating entities generate will fluctuate from quarter to quarter and will depend upon, among other things: the weather in the jurisdictions in which they operate; the level of their operating costs; and prevailing economic conditions. In addition, the actual amount of cash we will have available for distribution will also depend on other factors, such as: the level of costs related to litigation and regulatory compliance matters; the cost of acquisitions, if any; our debt service requirements; fluctuations in our working capital needs; our ability to borrow under our credit facilities; our ability to access capital markets; restrictions on distributions contained in our debt agreements; and the amount, if any, of cash reserves established by our General Partner in its discretion for the proper conduct of our business. As a result of all these factors, we cannot guarantee that we will have sufficient available cash to pay a specific level of cash distributions to our unitholders. Furthermore, unitholders should be aware that the amount of cash we have available for distribution depends primarily upon the cash flow of the Holding LP, the Holding Entities and the operating entities, and is not solely a function of profitability, which is affected by non-cash items. As a result, we may declare and/or pay cash distributions on our units during periods when we record net losses. Following completion of the special distribution, as a result of the issuance by BIPC of exchangeable shares to holders of units, our partnership’s regular quarterly distribution per unit was reduced such that the aggregate distribution received by a holder of units and BIPC exchangeable shares, when taken together, remained approximately the same as it would have been had the special distribution never been made. See Item 4.A “History and Development of Brookfield Infrastructure-Overview”.
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Risks Related to Taxation
General
Changes in tax law and practice may have a material adverse effect on the operations of our partnership, the Holding Entities, and the operating entities and, as a consequence, the value of our assets and the net amount of distributions payable to our unitholders.
Our structure, including the structure of the Holding Entities and the operating entities, is based on prevailing taxation law and practice in the local jurisdictions in which we operate. Any change in tax legislation (including in relation to taxation rates) and practice in these jurisdictions could adversely affect these entities, as well as the net amount of distributions payable to our unitholders. Taxes and other constraints that would apply to our operating entities in such jurisdictions may not apply to local institutions or other parties, and such parties may therefore have a significantly lower effective cost of capital and a corresponding competitive advantage in pursuing such acquisitions.
Our partnership’s ability to make distributions depends on it receiving sufficient cash distributions from its underlying operations, and we cannot assure our unitholders that our partnership will be able to make cash distributions to them in amounts that are sufficient to fund their tax liabilities.
Our Holding Entities and operating entities may be subject to local taxes in each of the relevant territories and jurisdictions in which they operate, including taxes on income, profits or gains and withholding taxes. As a result, our partnership’s cash available for distribution is indirectly reduced by such taxes, and the post-tax return to our unitholders is similarly reduced by such taxes. We intend for future acquisitions to be assessed on a case-by-case basis and, where possible and commercially viable, structured so as to minimize any adverse tax consequences to our unitholders as a result of making such acquisitions.
In general, a unitholder that is subject to income tax in Canada or the United States must include in income its allocable share of our partnership’s items of income, gain, loss and deduction (including, so long as it is treated as a partnership for tax purposes, our partnership’s allocable share of those items of the Holding LP) for each of our partnership’s fiscal years ending with or within such unitholder’s tax year. See Item 10.E “Taxation—Certain Material Canadian Federal Income Tax Considerations” and “Taxation—Certain Material U.S. Federal Income Tax Considerations”. However, the cash distributed to a unitholder may not be sufficient to pay the full amount of such unitholder’s tax liability in respect of its investment in our partnership, because each unitholder’s tax liability depends on such unitholder’s particular tax situation and the tax treatment of the underlying activities or assets of our partnership. If our partnership is unable to distribute cash in amounts that are sufficient to fund our unitholders’ tax liabilities, each of our unitholders will still be required to pay income taxes on its share of our partnership’s taxable income.
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As a result of holding our units, our unitholders may be subject to U.S. federal, state, local or non-U.S. taxes and return filing obligations in jurisdictions in which they are not resident for tax purposes or otherwise not subject to tax.
Our unitholders may be subject to U.S. federal, state, local and non-U.S. taxes, including unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which our partnership entities do business or own property now or in the future, even if our unitholders do not reside in any of those jurisdictions. Our unitholders may be required to file income tax returns and pay income taxes in some or all of these jurisdictions. Further, our unitholders may be subject to penalties for failure to comply with these requirements. Although our partnership will attempt, to the extent reasonably practicable, to structure our partnership operations and investments so as to minimize income tax filing obligations by our unitholders in such jurisdictions, there may be circumstances in which our partnership is unable to do so. It is the responsibility of each unitholder to file all U.S. federal, state, local, and non-U.S. tax returns that may be required of such unitholder.
Our unitholders may be exposed to transfer pricing risks.
To the extent that our partnership, the Holding LP, the Holding Entities or the operating entities enter into transactions or arrangements with parties with whom they do not deal at arm’s length, the relevant tax authorities may seek to adjust the quantum or nature of the amounts included or deducted from taxable income by such entities if they consider that the terms and conditions of such transactions or arrangements differ from those that would have been made between persons dealing at arm’s length. This could result in more tax (and penalties and interest) being paid by such entities, and therefore the return to investors could be reduced. For Canadian tax purposes, a transfer pricing adjustment may in certain circumstances result in additional income being allocated to a unitholder with no corresponding cash distribution or in a dividend being deemed to be paid by a Canadian-resident to a non-arm’s length non-resident, which is subject to Canadian withholding tax.
Our General Partner believes that the base management fee and any other amount that is paid to the Service Providers will be commensurate with the value of the services being provided by the Service Providers and comparable to the fees or other amounts that would be agreed to in an arm’s length arrangement. However, no assurance can be given in this regard.
If the relevant tax authority were to assert that an adjustment should be made under the transfer pricing rules to an amount that is relevant to the computation of the income of the Holding LP or our partnership, such assertion could result in adjustments to amounts of income (or loss) allocated to our unitholders by our partnership for tax purposes. In addition, we might also be liable for transfer pricing penalties in respect of transfer pricing adjustments unless reasonable efforts were made to determine, and use, arm’s length transfer prices. Generally, reasonable efforts in this regard are only considered to be made if contemporaneous documentation has been prepared in respect of such transactions or arrangements that support the transfer pricing methodology.
For Canadian tax purposes, the general tax risks described above are equally relevant to preferred unitholders in respect of their preferred units.
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The U.S. Internal Revenue Service (“IRS”) or Canada Revenue Agency (“CRA”) may not agree with certain assumptions and conventions that our partnership uses in order to comply with applicable U.S. and Canadian federal income tax laws or that our partnership uses to report income, gain, loss, deduction, and credit to our unitholders.
Our partnership will apply certain assumptions and conventions in order to comply with applicable tax laws and to report income, gain, deduction, loss, and credit to a unitholder in a manner that reflects such unitholder’s beneficial ownership of partnership items, taking into account variation in ownership interests during each taxable year because of trading activity. However, these assumptions and conventions may not be in compliance with all aspects of the applicable tax requirements. A successful IRS or CRA challenge to such assumptions or conventions could adversely affect the amount of tax benefits available to our unitholders and could require that items of income, gain, deduction, loss, or credit, including interest deductions, be adjusted, reallocated or disallowed in a manner that adversely affects our unitholders. See Item 10.E “Taxation—Certain Material Canadian Federal Income Tax Considerations” and “Taxation—Certain Material U.S. Federal Income Tax Considerations”.
United States
If our partnership or the Holding LP were to be treated as a corporation for U.S. federal income tax purposes, the value of our units might be adversely affected.
The value of our units to unitholders will depend in part on the treatment of our partnership and the Holding LP as partnerships for U.S. federal income tax purposes. However, in order for our partnership to be treated as a partnership for U.S. federal income tax purposes, under present law, 90% or more of our partnership’s gross income for every taxable year must consist of qualifying income, as defined in Section 7704 of the U.S. Internal Revenue Code of 1986, as amended (“U.S. Internal Revenue Code”), and our partnership must not be required to register, if it were a U.S. corporation, as an investment company under the Investment Company Act and related rules. Although our General Partner intends to manage our partnership’s affairs so that our partnership will not need to be registered as an investment company if it were a U.S. corporation and so that it will meet the 90% test described above in each taxable year, our partnership may not meet these requirements, or current law may change so as to cause, in either event, our partnership to be treated as a corporation for U.S. federal income tax purposes. If our partnership (or the Holding LP) were treated as a corporation for U.S. federal income tax purposes, adverse U.S. federal income tax consequences could result for our unitholders and our partnership (or the Holding LP, as applicable), as described in greater detail in Item 10.E “Taxation—Certain Material U.S. Federal Income Tax Considerations—Partnership Status of Our Partnership and the Holding LP”.
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We may be subject to U.S. backup withholding tax or other U.S. withholding taxes if any unitholder fails to comply with U.S. tax reporting rules or if the IRS or other applicable state or local taxing authority does not accept our withholding methodology, and such excess withholding tax cost will be an expense borne by our partnership and, therefore, by all of our unitholders on a pro rata basis.
We may become subject to U.S. “backup” withholding tax or other U.S. withholding taxes with respect to any unitholder who fails to timely provide our partnership (or the applicable clearing agent or other intermediary) with an IRS Form W-9 or IRS Form W-8, as the case may be, or if the withholding methodology we use is not accepted by the IRS or other applicable state or local taxing authority. See Item 10.E “Taxation—Certain Material U.S. Federal Income Tax Considerations—Administrative Matters—Withholding and Backup Withholding”. To the extent that any unitholder fails to timely provide the applicable form (or such form is not properly completed), or should the IRS or other applicable state or local taxing authority not accept our withholding methodology, our partnership might treat such U.S. backup withholding taxes or other U.S. withholding taxes as an expense, which would be borne indirectly by all of our unitholders on a pro rata basis. As a result, our unitholders that fully comply with their U.S. tax reporting obligations may bear a share of such burden created by other unitholders that do not comply with the U.S. tax reporting rules.
Tax-exempt organizations may face certain adverse U.S. tax consequences from owning our units.
Our General Partner intends to use commercially reasonable efforts to structure the activities of our partnership and the Holding LP, to avoid generating income connected with the conduct of a trade or business (which income generally would constitute “unrelated business taxable income” (“UBTI”) to the extent allocated to a tax-exempt organization). However, neither our partnership nor the Holding LP is prohibited from incurring indebtedness, and no assurance can be provided that neither our partnership nor the Holding LP will generate UBTI attributable to debt-financed property in the future. In particular, UBTI includes income attributable to debt-financed property, and neither our partnership nor the Holding LP is prohibited from financing the acquisition of property with debt. The potential for income to be characterized as UBTI could make our units an unsuitable investment for a tax-exempt organization. Each tax-exempt organization should consult its own tax adviser to determine the U.S. federal income tax consequences of an investment in our units.
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If our partnership were engaged in a U.S. trade or business, non-U.S. persons would face certain adverse U.S. tax consequences from owning our units.
Our General Partner intends to use commercially reasonable efforts to structure the activities of our partnership and the Holding LP to avoid generating income treated as effectively connected with a U.S. trade or business, including effectively connected income attributable to the sale of a “United States real property interest”, as defined in the U.S. Internal Revenue Code. If our partnership were deemed to be engaged in a U.S. trade or business, or to realize gain from the sale or other disposition of a U.S. real property interest, Non-U.S. Holders (as defined in Item 10.E “Taxation—Certain Material U.S. Federal Income Tax Considerations”) generally would be required to file U.S. federal income tax returns and pay U.S. federal income tax at the regular graduated rates, and distributions to Non-U.S. Holders could be subject to U.S. federal withholding tax at the highest applicable effective tax rates. If, contrary to expectation, our partnership were engaged in a U.S. trade or business, then gain or loss from the sale of our units by a Non-U.S. Holder would be treated as effectively connected with such trade or business to the extent that such Non-U.S. Holder would have had effectively connected gain or loss had our partnership sold all of its assets at their fair market value as of the date of such sale. In such case, any such effectively connected gain generally would be taxable at the regular graduated U.S. federal income tax rates, and the amount realized from such sale generally would be subject to a 10% U.S. federal withholding tax. See Item 10.E “Taxation—Certain Material U.S. Federal Income Tax Considerations—Consequences to Non-U.S. Holders”.
To meet U.S. federal income tax and other objectives, our partnership and the Holding LP may invest through U.S. and non-U.S. Holding Entities that are treated as corporations for U.S. federal income tax purposes, and such Holding Entities may be subject to corporate income tax.
To meet U.S. federal income tax and other objectives, our partnership and the Holding LP may invest through U.S. and non-U.S. Holding Entities that are treated as corporations for U.S. federal income tax purposes, and such Holding Entities may be subject to corporate income tax. Consequently, items of income, gain, loss, deduction, or credit realized in the first instance by the operating entities will not flow, for U.S. federal income tax purposes, directly to the Holding LP, our partnership, or our unitholders, and any such income or gain may be subject to a corporate income tax, in the United States or other jurisdictions, at the level of the Holding Entity. Any such additional taxes may adversely affect our partnership’s ability to maximize its cash flow.
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Our unitholders taxable in the United States may be viewed as holding an indirect interest in an entity classified as a “passive foreign investment company” for U.S. federal income tax purposes.
U.S. Holders may face adverse U.S. tax consequences arising from the ownership of an indirect interest in a “passive foreign investment company” (“PFIC”). Based on our organizational structure, as well as our expected income and assets, our General Partner currently believes that a U.S. Holder is unlikely to be regarded as owning an interest in a PFIC solely by reason of owning our units for the taxable year ending December 31, 2023. However, our General Partner believes that some of our corporate subsidiaries may have been PFICs in prior taxable years. Moreover, there can be no assurance that a future entity in which our partnership acquires an interest will not be classified as a PFIC with respect to a U.S. Holder, because PFIC status is a factual determination that depends on the assets and income of a given entity and must be made on an annual basis. In general, gain realized by a U.S. Holder from the sale of stock of a PFIC is subject to tax at ordinary income rates, and an interest charge generally applies. Alternatively, a U.S. Holder that makes certain elections with respect to a direct or indirect interest in a PFIC may be required to recognize taxable income prior to the receipt of cash relating to such income. The adverse consequences of owning an interest in a PFIC, as well as certain tax elections for mitigating these adverse consequences, are described in greater detail in Item 10.E “Taxation—Certain Material U.S. Federal Income Tax Considerations—Consequences to U.S. Holders—Passive Foreign Investment Companies”. Each U.S. Holder should consult its own tax adviser regarding the implications of the PFIC rules for an investment in our units.
Tax gain or loss from the disposition of our units could be more or less than expected.
Upon the sale of our units, a U.S. Holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference between the amount realized and such holder’s adjusted tax basis in such units. Prior distributions to a U.S. Holder in excess of the total net taxable income allocated to such holder will have decreased such holder’s tax basis in our units. Therefore, such excess distributions will increase a U.S. Holder’s taxable gain or decrease such holder’s taxable loss when our units are sold, and may result in a taxable gain even if the sale price is less than the original cost. A portion of the amount realized, whether or not representing gain, could be ordinary income to such U.S. Holder.
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Our partnership structure involves complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. The tax characterization of our partnership structure is also subject to potential legislative, judicial, or administrative change and differing interpretations, possibly on a retroactive basis.
The U.S. federal income tax treatment of our unitholders depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. Unitholders should be aware that the U.S. federal income tax rules, particularly those applicable to partnerships, are constantly under review by the Congressional tax-writing committees and other persons involved in the legislative process, the IRS, the Treasury Department and the courts, frequently resulting in changes which could adversely affect the value of our units or cause our partnership to change the way it conducts its activities. For example, changes to the U.S. federal tax laws and interpretations thereof could make it more difficult or impossible for our partnership to be treated as a partnership that is not taxable as a corporation for U.S. federal income tax purposes, change the character or treatment of portions of our partnership’s income, reduce the net amount of distributions available to our unitholders, or otherwise affect the tax considerations of owning our units. In addition, our partnership’s organizational documents and agreements permit our General Partner to modify our Limited Partnership Agreement, without the consent of our unitholders, to address such changes. These modifications could have a material adverse impact on our unitholders. See Item 10.E “—Taxation—Certain Material U.S. Federal Income Tax Considerations—Administrative Matters—New Legislation or Administrative or Judicial Action”.
Our partnership’s delivery of required tax information for a taxable year may be subject to delay, which could require a unitholder who is a U.S. taxpayer to request an extension of the due date for such unitholder’s income tax return.
Our partnership has agreed to use commercially reasonable efforts to provide U.S. tax information (including IRS Schedule K-1 information needed to determine a unitholder’s allocable share of our partnership’s income, gain, losses, and deductions) no later than 90 days after the close of each calendar year. However, providing this U.S. tax information to our unitholders will be subject to delay in the event of, among other reasons, the late receipt of any necessary tax information from lower-tier entities. It is therefore possible that, in any taxable year, a unitholder will need to apply for an extension of time to file such unitholder’s tax returns. In addition, unitholders that do not ordinarily have U.S. federal tax filing requirements will not receive a Schedule K-1 and related information unless such unitholders request it within 60 days after the close of each calendar year. See Item 10.E “Taxation—Certain Material U.S. Federal Income Tax Considerations—Administrative Matters—Information Returns and Audit Procedures”.
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If the IRS makes an audit adjustment to our income tax returns, it may assess and collect any taxes (including penalties and interest) resulting from such audit adjustment directly from us, in which case cash available for distribution to our unitholders might be substantially reduced.
If the IRS makes an audit adjustment to our income tax returns, it may assess and collect any taxes (including penalties and interest) resulting from such audit adjustment directly from our partnership instead of unitholders (as under prior law). We may be permitted to elect to have our General Partner and our unitholders take such audit adjustment into account in accordance with their interests in us during the taxable year under audit. However, there can be no assurance that we will choose to make such election or that it will be available in all circumstances. If we do not make the election, and we pay taxes, penalties, or interest as a result of an audit adjustment, then cash available for distribution to our unitholders might be substantially reduced. As a result, our current unitholders might bear some or all of the cost of the tax liability resulting from such audit adjustment, even if our current unitholders did not own our units during the taxable year under audit. The foregoing considerations also apply with respect to our partnership’s interest in the Holding LP.
Under the Foreign Account Tax Compliance (“FATCA”) provisions of the Hiring Incentives to Restore Employment Act of 2010, certain payments made or received by our partnership may be subject to a 30% federal withholding tax, unless certain requirements are met.
Under FATCA, a 30% withholding tax may apply to certain payments of U.S.-source income made to our partnership, the Holding LP, the Holding Entities, or the operating entities, or by our partnership to a unitholder, unless certain requirements are met, as described in greater detail in Item 10.E “Taxation—Certain Material U.S. Federal Income Tax Considerations—Administrative Matters—Foreign Account Tax Compliance”. To ensure compliance with FATCA, information regarding certain unitholders’ ownership of our units may be reported to the IRS or to a non-U.S. governmental authority. Unitholders should consult their own tax advisers regarding the consequences under FATCA of an investment in our units.
Canada
For purposes of the following Canadian tax risks, references to our “units” are to the limited partnership units in our partnership, including the preferred units, and references to our “unitholders” are to the holders of our units and preferred units.
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If the subsidiaries that are corporations and that are not resident or deemed to be resident in Canada for purposes of the Income Tax Act (Canada) (together with the regulations thereunder, the “Tax Act”) (“Non-Resident Subsidiaries”) and that are “controlled foreign affiliates” (as defined in the Tax Act and referred to herein as “CFAs”) in which the Holding LP directly invests earn income that is “foreign accrual property income” (as defined in the Tax Act and referred to herein as “FAPI”), our unitholders may be required to include amounts allocated from our partnership in computing their income for Canadian federal income tax purposes even though there may be no corresponding cash distribution.
Any Non-Resident Subsidiaries in which the Holding LP directly invests are expected to be CFAs of the Holding LP. If any CFA of the Holding LP or any direct or indirect subsidiary thereof that is itself a CFA of the Holding LP (an “Indirect CFA”) earns income that is characterized as FAPI in a particular taxation year of the CFA or Indirect CFA, the FAPI allocable to the Holding LP must be included in computing the income of the Holding LP for Canadian federal income tax purposes for the fiscal period of the Holding LP in which the taxation year of that CFA or Indirect CFA ends, whether or not the Holding LP actually receives a distribution of that FAPI. Our partnership will include its share of such FAPI of the Holding LP in computing its income for Canadian federal income tax purposes and our unitholders will be required to include their proportionate share of such FAPI allocated from our partnership in computing their income for Canadian federal income tax purposes. As a result, our unitholders may be required to include amounts in their income for Canadian federal income tax purposes even though they have not and may not receive an actual cash distribution of such amounts. The Tax Act contains anti-avoidance rules to address certain foreign tax credit generator transactions (the “Foreign Tax Credit Generator Rules”). Under the Foreign Tax Credit Generator Rules, the “foreign accrual tax” (as defined in the Tax Act) applicable to a particular amount of FAPI included in the Holding LP’s income in respect of a particular “foreign affiliate” (as defined in the Tax Act) of the Holding LP may be limited in certain specified circumstances. See Item 10.E “Taxation—Certain Material Canadian Federal Income Tax Considerations”.
Unitholders may be required to include imputed amounts in their income for Canadian federal income tax purposes in accordance with section 94.1 of the Tax Act.
Section 94.1 of the Tax Act contains rules relating to interests in entities that are not resident or deemed to be resident in Canada for purposes of the Tax Act or not situated in Canada (and certain exempt foreign trusts as defined in subsection 94(1) of the Tax Act), other than a CFA of the taxpayer (the “Non-Resident Entities”), that could in certain circumstances cause income to be imputed to unitholders for Canadian federal income tax purposes, either directly or by way of allocation of such income imputed to our partnership or to the Holding LP. See Item 10.E “Taxation—Certain Material Canadian Federal Income Tax Considerations”.
Unitholders’ foreign tax credits for Canadian federal income tax purposes will be limited if the Foreign Tax Credit Generator Rules apply in respect of the foreign “business-income tax” or “non-business-income tax” (each as defined in the Tax Act) paid by our partnership or the Holding LP to a foreign country.
Under the Foreign Tax Credit Generator Rules, the foreign “business-income tax” or “non-business-income tax” for Canadian federal income tax purposes for any taxation year may be limited in certain circumstances. If the Foreign Tax Credit Generator Rules apply, the allocation to a unitholder of foreign “business-income tax” or “non-business-income tax” paid by our partnership or the Holding LP, and therefore, such unitholder’s foreign tax credits for Canadian federal income tax purposes, will be limited. See Item 10.E “Taxation—Certain Material Canadian Federal Income Tax Considerations”.
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Unitholders who are not and are not deemed to be resident in Canada for purposes of the Tax Act and who do not use or hold, and are not deemed to use or hold, their units of our partnership in connection with a business carried on in Canada (“non-Canadian limited partners”), may be subject to Canadian federal income tax with respect to any Canadian source business income earned by our partnership or the Holding LP if our partnership or the Holding LP were considered to carry on business in Canada.
If our partnership or the Holding LP were considered to carry on business in Canada for purposes of the Tax Act, non-Canadian limited partners would be subject to Canadian federal income tax on their proportionate share of any Canadian source business income earned or considered to be earned by our partnership, subject to the potential application of the safe harbor rule in section 115.2 of the Tax Act and any relief that may be provided by any relevant income tax treaty or convention.
Our General Partner intends to manage the affairs of our partnership and the Holding LP, to the extent possible, so that they do not carry on business in Canada and are not considered or deemed to carry on business in Canada for purposes of the Tax Act. Nevertheless, because the determination of whether our partnership or the Holding LP is carrying on business and, if so, whether that business is carried on in Canada, is a question of fact that is dependent upon the surrounding circumstances, the CRA might contend successfully that either or both of our partnership and the Holding LP carries on business in Canada for purposes of the Tax Act.
If our partnership or the Holding LP is considered to carry on business in Canada or is deemed to carry on business in Canada for the purposes of the Tax Act, non-Canadian limited partners that are corporations would be required to file a Canadian federal income tax return for each taxation year in which they are a non-Canadian limited partner regardless of whether relief from Canadian taxation is available under an applicable income tax treaty or convention. Non-Canadian limited partners who are individuals would only be required to file a Canadian federal income tax return for any taxation year in which they are allocated income from our partnership from carrying on business in Canada that is not exempt from Canadian taxation under the terms of an applicable income tax treaty or convention.
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Non-Canadian limited partners may be subject to Canadian federal income tax on capital gains realized by our partnership or the Holding LP on dispositions of “taxable Canadian property” (as defined in the Tax Act).
A non-Canadian limited partner will be subject to Canadian federal income tax on its proportionate share of capital gains realized by our partnership or the Holding LP on the disposition of “taxable Canadian property” other than “treaty-protected property” (as defined in the Tax Act). “Taxable Canadian property” includes, but is not limited to, property that is used or held in a business carried on in Canada and shares of corporations that are not listed on a “designated stock exchange” (as defined in the Tax Act) if more than 50% of the fair market value of the shares is derived from certain Canadian properties during the 60-month period immediately preceding the particular time. Property of our partnership and the Holding LP generally will be “treaty-protected property” to a non-Canadian limited partner if the gain from the disposition of the property would, because of an applicable income tax treaty or convention, be exempt from tax under the Tax Act. Our General Partner does not expect our partnership or the Holding LP to realize capital gains or losses from dispositions of “taxable Canadian property”. However, no assurance can be given in this regard. Non-Canadian limited partners will be required to file a Canadian federal income tax return in respect of a disposition of “taxable Canadian property” by our partnership or the Holding LP unless the disposition is an “excluded disposition” for the purposes of section 150 of the Tax Act. However, non-Canadian limited partners that are corporations will still be required to file a Canadian federal income tax return in respect of a disposition of “taxable Canadian property” that is an “excluded disposition” for the purposes of section 150 of the Tax Act if tax would otherwise be payable under Part I of the Tax Act by the non-Canadian limited partners in respect of the disposition but is not because of an applicable income tax treaty or convention (otherwise than in respect of a disposition of “taxable Canadian property” that is “treaty-protected property” of the corporation). In general, an “excluded disposition” is a disposition of property by a taxpayer in a taxation year where (a) the taxpayer is a non-resident of Canada at the time of the disposition; (b) no tax is payable by the taxpayer under Part I of the Tax Act for the taxation year; (c) the taxpayer is not liable to pay any amounts under the Tax Act in respect of any previous taxation year (other than certain amounts for which the CRA holds adequate security); and (d) each “taxable Canadian property” disposed of by the taxpayer in the taxation year is either (i) “excluded property” (as defined in subsection 116(6) of the Tax Act) or (ii) property in respect of the disposition of which a certificate under subsection 116(2), (4) or (5.2) of the Tax Act has been issued by the CRA. Non-Canadian limited partners should consult their own tax advisors with respect to the requirements to file a Canadian federal income tax return in respect of a disposition of “taxable Canadian property” by our partnership or the Holding LP.
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Non-Canadian limited partners may be subject to Canadian federal income tax on capital gains realized on the disposition of our units if our units are considered “taxable Canadian property”.
Any capital gain arising from the disposition or deemed disposition of our units by a non-Canadian limited partner will be subject to taxation in Canada, if, at the time of the disposition or deemed disposition, our units are “taxable Canadian property” of the non-Canadian limited partner, unless our units are “treaty-protected property” to such non-Canadian limited partner. In general, our units will not constitute “taxable Canadian property” of any non-Canadian limited partner at the time of disposition or deemed disposition, unless (a) at any time during the 60-month period immediately preceding the disposition or deemed disposition, more than 50% of the fair market value of our units was derived, directly or indirectly (excluding through a corporation, partnership or trust, the shares or interests in which were not themselves “taxable Canadian property”), from one or any combination of: (i) real or immovable property situated in Canada; (ii) “Canadian resource properties” (as defined in the Tax Act); (iii) “timber resource properties” (as defined in the Tax Act); and (iv) options in respect of, or interests in, or for civil law rights in, such property, whether or not such property exists, or (b) our units are otherwise deemed to be “taxable Canadian property”. Since our partnership’s assets will consist principally of units of the Holding LP, our units would generally be “taxable Canadian property” at a particular time if the units of the Holding LP held by our partnership derived, directly or indirectly (excluding through a corporation, partnership or trust, the shares or interests in which were not themselves “taxable Canadian property”), more than 50% of their fair market value from properties described in (i) to (iv) above, at any time in the 60-month period preceding the particular time. Our General Partner does not expect our units to be “taxable Canadian property” of any non-Canadian limited partner at any time but no assurance can be given in this regard. See Item 10.E “Taxation—Certain Material Canadian Federal Income Tax Considerations”. Even if our units constitute “taxable Canadian property”, our units will be “treaty-protected property” if the gain on the disposition of our units is exempt from tax under the Tax Act under the terms of an applicable income tax treaty or convention. If our units constitute “taxable Canadian property”, non-Canadian limited partners will be required to file a Canadian federal income tax return in respect of a disposition of our units unless the disposition is an “excluded disposition” (as discussed above). If our units constitute “taxable Canadian property”, non-Canadian limited partners should consult their own tax advisors with respect to the requirement to file a Canadian federal income tax return in respect of a disposition of our units.
Non-Canadian limited partners may be subject to Canadian federal income tax reporting and withholding tax requirements on the disposition of “taxable Canadian property”.
Non-Canadian limited partners who dispose of “taxable Canadian property”, other than “excluded property” and certain other property described in subsection 116(5.2) of the Tax Act, (or who are considered to have disposed of such property on the disposition of such property by our partnership or the Holding LP), are obligated to comply with the procedures set out in section 116 of the Tax Act and obtain a certificate pursuant to the Tax Act. In order to obtain such certificate, the non-Canadian limited partner is required to report certain particulars relating to the transaction to CRA not later than 10 days after the disposition occurs. Our General Partner does not expect our units to be “taxable Canadian property” of any non-Canadian limited partner and does not expect our partnership or the Holding LP to dispose of property that is “taxable Canadian property” but no assurance can be given in these regards.
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Payments of dividends or interest (other than interest not subject to Canadian federal withholding tax) by residents of Canada to the Holding LP will be subject to Canadian federal withholding tax and we may be unable to apply a reduced rate taking into account the residency or entitlement to relief under an applicable income tax treaty or convention of our unitholders.
Our partnership and the Holding LP will each be deemed to be a non-resident person in respect of certain amounts paid or credited or deemed to be paid or credited to them by a person resident or deemed to be resident in Canada, including dividends or interest. Dividends or interest (other than interest not subject to Canadian federal withholding tax) paid or deemed to be paid by a person resident or deemed to be resident in Canada to the Holding LP will be subject to withholding tax under Part XIII of the Tax Act at the rate of 25%. However, the CRA’s administrative practice in similar circumstances is to permit the rate of Canadian federal withholding tax applicable to such payments to be computed by looking through the partnership and taking into account the residency of the partners (including partners who are resident in Canada) and any reduced rates of Canadian federal withholding tax that any non-Canadian limited partners may be entitled to under an applicable income tax treaty or convention, provided that the residency status and entitlement to treaty benefits can be established. In determining the rate of Canadian federal withholding tax applicable to amounts paid by the Holding Entities to the Holding LP, our General Partner expects the Holding Entities to look-through the Holding LP and our partnership to the residency of the partners of our partnership (including partners who are resident in Canada) and to take into account any reduced rates of Canadian federal withholding tax that non-Canadian limited partners may be entitled to under an applicable income tax treaty or convention in order to determine the appropriate amount of Canadian federal withholding tax to withhold from dividends or interest paid to the Holding LP. However, there can be no assurance that the CRA will apply its administrative practice in this context. If the CRA’s administrative practice is not applied and the Holding Entities withhold Canadian federal withholding tax from applicable payments on a look-through basis, the Holding Entities may be liable for additional amounts of Canadian federal withholding tax plus any associated interest and penalties. Under the Canada-United States Tax Convention (1980) (the “Treaty”), a Canadian-resident payer is required in certain circumstances to look-through fiscally transparent partnerships, such as our partnership, and the Holding LP to the residency and Treaty entitlements of their partners and take into account the reduced rates of Canadian federal withholding tax that such partners may be entitled to under the Treaty. Under our Limited Partnership Agreement, the amount of any taxes withheld or paid by our partnership, the Holding LP or the Holding Entities in respect of our units may be treated either as a distribution to our unitholders or as a general expense of our partnership, as determined by our General Partner in its sole discretion. However, our General Partner’s current intention is to treat all such amounts as a distribution to our unitholders.
While our General Partner expects the Holding Entities to look-through our partnership and the Holding LP in determining the rate of Canadian federal withholding tax applicable to amounts paid or deemed to be paid by the Holding Entities to the Holding LP, we may be unable to accurately or timely determine the residency of our unitholders for purposes of establishing the extent to which Canadian federal withholding taxes apply or whether reduced rates of withholding tax apply to some or all of our unitholders. In such a case, the Holding Entities will withhold Canadian federal withholding tax from all payments made to the Holding LP that are subject to Canadian federal withholding tax at the rate of 25%. Canadian-resident unitholders will be entitled to claim a credit for such taxes against their Canadian federal income tax liability but non-Canadian limited partners will need to take certain steps to receive a refund or credit in respect of any such Canadian federal withholding taxes withheld equal to the difference between the withholding tax at a rate of 25% and the withholding tax at the reduced rate they are entitled to under an applicable income tax treaty or convention. See Item 10.E “Taxation—Certain Material Canadian Federal Income Tax Considerations” for further detail. Unitholders should consult their own tax advisors concerning all aspects of Canadian federal withholding taxes.
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Our units may or may not continue to be “qualified investments” under the Tax Act for registered plans.
Provided that our units are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the NYSE and the TSX), our units will be “qualified investments” under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), deferred profit sharing plan, registered retirement income fund (“RRIF”), registered education savings plan (“RESP”), registered disability savings plan (“RDSP”), and a tax-free savings account (“TFSA”), each as defined in the Tax Act. However, there can be no assurance that our units will continue to be listed on a “designated stock exchange”. There can also be no assurance that tax laws relating to “qualified investments” will not be changed. Taxes may be imposed in respect of the acquisition or holding of non-qualified investments by such registered plans and certain other taxpayers and with respect to the acquisition or holding of “prohibited investments” (as defined in the Tax Act) by an RRSP, RRIF, TFSA, RDSP or RESP.
Notwithstanding the foregoing, an annuitant under an RRSP or RRIF, a holder of a TFSA or RDSP or a subscriber of an RESP, as the case may be, will be subject to a penalty tax if our units held in an RRSP, RRIF, TFSA, RDSP or RESP are “prohibited investments” for the RRSP, RRIF, TFSA, RDSP or RESP, as the case may be. Generally, our units will not be a “prohibited investment” for a trust governed by an RRSP, RRIF, TFSA, RDSP or RESP, provided that the annuitant under the RRSP or RRIF, the holder of the TFSA or RDSP or the subscriber of the RESP, as the case may be, deals at arm’s length with our partnership for purposes of the Tax Act and does not have a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in our partnership. Unitholders who hold our units in an RRSP, RRIF, TFSA, RDSP or RESP should consult with their own tax advisors regarding the application of the foregoing prohibited investment rules having regard to their particular circumstances.
The Canadian federal income tax consequences to our unitholders could be materially different in certain respects from those described in this Form 20-F if our partnership or the Holding LP is a “SIFT partnership” (as defined in the Tax Act).
Under the rules in the Tax Act applicable to a “SIFT partnership” (the “SIFT Rules”), certain income and gains earned by a “SIFT partnership” will be subject to income tax at the partnership level at a rate similar to a corporation, and allocations of such income and gains to its partners will be taxed as a dividend from a “taxable Canadian corporation” (as defined in the Tax Act). In particular, a “SIFT partnership” will generally be required to pay a tax on the total of its income from businesses carried on in Canada, income from “non-portfolio properties” (as defined in the Tax Act) other than taxable dividends, and taxable capital gains from dispositions of “non-portfolio properties”. “Non-portfolio properties” include, among other things, equity interests or debt of corporations, trusts or partnerships that are resident in Canada, and of non-resident persons or partnerships the principal source of income of which is one or any combination of sources in Canada (other than a “portfolio investment entity”, as defined in the Tax Act), that are held by the “SIFT partnership” and have a fair market value that is greater than 10% of the equity value of such entity, or that have, together with debt or equity that the “SIFT partnership” holds of entities affiliated (within the meaning of the Tax Act) with such entity, an aggregate fair market value that is greater than 50% of the equity value of the “SIFT partnership”. The tax rate that is applied to the above mentioned sources of income and gains is set at a rate equal to the “net corporate income tax rate”, plus the “provincial SIFT tax rate” (each as defined in the Tax Act).
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A partnership will be a “SIFT partnership” throughout a taxation year if at any time in the taxation year (i) it is a “Canadian resident partnership” (as defined in the Tax Act), (ii) “investments” (as defined in the Tax Act) in the partnership are listed or traded on a stock exchange or other public market, and (iii) it holds one or more “non-portfolio properties”. For these purposes, a partnership will be a “Canadian resident partnership” at a particular time if (a) it is a “Canadian partnership” (as defined in the Tax Act) at that time, (b) it would, if it were a corporation, be resident in Canada (including, for greater certainty, a partnership that has its central management and control located in Canada), or (c) it was formed under the laws of a province. A “Canadian partnership” for these purposes is a partnership all of whose members are resident in Canada or are partnerships that are “Canadian partnerships”.
Under the SIFT Rules, our partnership and the Holding LP could each be a “SIFT partnership” if it is a “Canadian resident partnership”. However, the Holding LP would not be a “SIFT partnership” if our partnership is a “SIFT partnership” regardless of whether the Holding LP is a “Canadian resident partnership” on the basis that the Holding LP would be an “excluded subsidiary entity” (as defined in the Tax Act). Our partnership and the Holding LP will be a “Canadian resident partnership” if the central management and control of these partnerships is located in Canada. This determination is a question of fact and is expected to depend on where our General Partner is located and exercises central management and control of the respective partnerships. Our General Partner will take appropriate steps so that the central management and control of these entities is not located in Canada such that the SIFT Rules should not apply to our partnership or the Holding LP at any relevant time. However, no assurance can be given in this regard. If our partnership or the Holding LP is a “SIFT partnership”, the Canadian federal income tax consequences to our unitholders could be materially different in certain respects from those described in Item 10.E. “Taxation—Certain Material Canadian Federal Income Tax Considerations”. In addition, there can be no assurance that the SIFT Rules will not be revised or amended in the future such that the SIFT Rules will apply.
General Risks
All of our operating entities are subject to general economic and political conditions and risks relating to the markets in which we operate.
Many industries, including the industries in which we operate, are impacted by political and economic conditions, and in particular, adverse events in financial markets, which may have a profound effect on global or local economies. Some key impacts of general financial market turmoil include contraction in credit markets resulting in a widening of credit spreads, devaluations and enhanced volatility in global equity, commodity and foreign exchange markets and a general lack of market liquidity. A slowdown in the financial markets or other key measures of the global economy or the local economies of the regions in which we operate, including, but not limited to, the acceleration or reversal of key global trends such as deglobalization, decarbonization and digitization, new home construction, employment rates, business conditions, inflation, fuel and energy costs, commodity prices, lack of available credit, the state of the financial markets, interest rates and tax rates may adversely affect our growth and profitability.
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The demand for services provided by our operating entities are, in part, dependent upon and correlated to general economic conditions and economic growth of the regions applicable to the relevant asset and also subject to global economic trends. Poor economic conditions or lower economic growth in a region or regions may, either directly or indirectly, reduce demand for the services provided by an asset.
For example, the U.S. economy experienced negative growth during the first two quarters of 2022 and this economic slowdown is expected to continue into 2023. Adverse changes in economic conditions can significantly harm demand for our services and make it more challenging to forecast our operating results and make business decisions, including regarding prioritization of investments in our business. An economic downturn or increased uncertainty may also materially impact the level of traffic on our toll roads or volume of commodities transported on our rail network and/or shipped through our ports; our U.K. regulated distribution business earns connection revenues that would be negatively impacted by an economic recession and a reduction of housing starts in the U.K. An economic downturn would also lead to higher borrowing costs or reduced availability of capital markets, reduced liquidity, adverse impacts on our service providers, failures of counterparties including financial institutions and insurers, asset impairments and declines in the value of our financial instruments. The devaluation and volatility of global stock markets could also materially impact the valuation of our units and preferred units.
In addition, we may be affected by political uncertainties in various jurisdictions, which may have global repercussions, including in markets where we currently operate or intend to expand into in the future.
Inflationary pressures could adversely impact our businesses.
Our operating businesses are impacted by rising inflationary pressures. Inflation rates in jurisdictions that we operate or invest in have increased significantly in 2022, rising above the target inflation ranges set by governing central banks. A significant portion of the upward pressure on prices has been attributed to the rising costs of labor, energy, food, motor vehicles and housing, as well as overall challenges involved in reopening and managing the economy throughout the COVID-19 pandemic and continuing global supply-chain disruptions. Inflation increases may or may not be transitory and future inflation may be impacted by labor market constraints reducing, supply-chain disruptions easing and commodity prices moderating. While regulated and contractual arrangements in our portfolio companies can provide significant protection against inflationary pressures, any sustained upward trajectory in the inflation rate may still have an impact on our operating businesses and our investors, and could impact our ability to source suitable investment opportunities, match or exceed prior investment strategy performance and secure attractive debt financing, all of which could adversely impact our operating businesses and our growth and capital recycling initiatives.
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We are subject to risks associated with pandemics, epidemics and other public health
emergencies.
Our business could be exposed to effects of pandemics/epidemics (including the emergence and progression of new variants), which could materially adversely impact our operations.
A local, regional, national or international outbreak of a contagious disease, which may be capable of spreading across the globe at a rapid pace impacting global commercial activity and travel, or future public health crises, epidemics or pandemics, could materially and adversely affect our results of operations and financial condition due to disruptions to commerce, reduced economic activity and other unforeseen consequences that are beyond our control. The ongoing prevalence of such diseases or public health crises, the emergence and progression of new variants and the actions taken in response to such diseases or public health crises by government authorities across various geographies in which we and our businesses operate may interrupt business activities and supply chains, disrupt travel, contribute to significant volatility in the financial markets, impact social conditions and adversely affect local, regional, national and international economic conditions as well as the labor market. There can be no assurance that strategies that we employ to address potential disruptions in operations will mitigate the adverse impacts of any of these factors.
The longer-term economic impacts of the outbreak of a contagious disease or future public health crises will depend on future developments, which are highly uncertain, constantly evolving and difficult to predict. These developments may include the risk of new and potentially more severe strains of such diseases; additional actions that may be taken to contain these diseases such as re-imposing previously lifted measures or putting in place additional restrictions and the pace, availability, distribution, acceptance and effectiveness of vaccines. Such developments, depending on their nature, duration and intensity, could have a material adverse effect on our business, financial position, results of operations or cash flows.
In addition, the potential effects of the outbreak a contagious disease or future public health crises on our employees or the employees of our operating companies or other companies with which we and they do business could disrupt our business operations. The effectiveness of external parties, including governmental and non-governmental organizations, in combating the spread and severity of the pandemic could have a material impact on the adverse effects we experience. These events, which are beyond our control, could cause a material adverse effect on our results of operations in any period and, depending on their severity, could also materially and adversely affect our financial condition.
We are subject to foreign currency risk and our risk management activities may adversely affect the performance of our operations.
A significant portion of our current operations are in countries where the U.S. dollar is not the functional currency. These operations pay distributions in currencies other than the U.S. dollar, which we must convert to U.S. dollars prior to making distributions, and certain of our operations have revenues denominated in currencies different from our expense structure, thus exposing us to currency risk. Fluctuations in currency exchange rates could reduce the value of cash flows generated by our operating entities or could make it more expensive for our customers to purchase our services and consequently reduce the demand for our services. In addition, a significant depreciation in the value of such foreign currencies may have a material adverse effect on our business, financial condition and results of operations.
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When managing our exposure to such market risks, we may use forward contracts, options, swaps, caps, collars and floors or pursue other strategies or use other forms of derivative instruments. The success of any hedging or other derivative transactions that we enter into generally will depend on our ability to structure contracts that appropriately offset our risk position. As a result, while we may enter into such transactions in order to reduce our exposure to market risks, unanticipated market changes may result in poorer overall investment performance than if the derivative transaction had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases.
General economic and business conditions that impact the debt or equity markets could impact our ability to access credit markets.
General economic and business conditions that impact the debt or equity markets could impact the availability of credit to, and cost of credit for, Brookfield Infrastructure. Actions to reduce inflation, including raising interest rates, increase our cost of borrowing, which in turn could make it more difficult to obtain financing for our operations or investments on favorable terms. We have revolving credit facilities and other short-term borrowings and the amount of interest charged on these will fluctuate based on changes in short-term interest rates. Any economic event that affects interest rates or the ability to refinance borrowings could materially adversely impact our financial condition. Continued movements in interest rates could also affect the discount rates used to value our assets, which in turn could cause their valuations calculated under IFRS to be reduced resulting in a material reduction in our equity value.
In addition, some of our operations either currently have a credit rating or may have a credit rating in the future. A credit rating downgrade may result in an increase in the cost of debt for the relevant businesses and reduced access to debt markets.
Some assets in our portfolio have a requirement for significant capital expenditure. For other assets, cash, cash equivalents and short-term investments combined with cash flow generated from operations are believed to be sufficient for it to make the foreseeable required level of capital investment. However, no assurance can be given that additional capital investments will not be required in these businesses. If we are unable to generate enough cash to finance necessary capital expenditures through operating cash flow, then we may be required to issue additional equity or incur additional indebtedness. The issue of additional equity would be dilutive to existing unitholders at the time. Any additional indebtedness would increase our leverage and debt payment obligations, and may negatively impact our business, financial condition and results of operations.
Our business relies on continued access to capital to fund new investments and capital projects. While we aim to prudently manage our capital requirements and ensure access to capital is always available, it is possible we may overcommit ourselves or misjudge the requirement for capital or the availability of liquidity. Such a misjudgment may require capital to be raised quickly and the inability to do so could result in negative financial consequences or in extreme cases bankruptcy.
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Risks relating to Russia’s ongoing military conflict with Ukraine
In February 2022, Russian forces invaded Ukraine and in response, many jurisdictions, including the United States, Canada, the European Union, the United Kingdom and others, have imposed significant economic sanctions against Russia and certain Russian politicians, individuals, corporations and financial institutions. Russia’s invasion and the sanctions imposed to date in response have created considerable uncertainty in the global financial system, increased fuel prices, supply chain challenges and heightened cybersecurity disruptions and threats. While our group has been actively working on ensuring the safety and security of any employees at our group’s operations who may be affected by these events and our group’s direct exposure to the regions impacted by this conflict remains limited, current and future developments related to this conflict may have an adverse impact on our group’s cost of doing business. As the war in Ukraine and the global response to the conflict are rapidly evolving and difficult to predict, future developments could have a significant adverse effect on our assets, liabilities, business, financial condition, results of operations and cash flow more generally.
All of our operating entities are subject to changes in government policy and legislation.
Our financial condition and results of operations could also be affected by changes in economic or other government policies or other political or economic developments in each country or region, as well as regulatory changes or administrative or market practices over which we have no control such as: the regulatory environment related to our business operations, concession agreements and periodic regulatory resets; interest rates; benchmark interest rate reforms, including changes to the administration of the London Inter-bank Offered Rate (“LIBOR”); currency fluctuations; exchange controls and restrictions; inflation; tariffs; liquidity of domestic financial and capital markets; policies relating to climate change or policies relating to tax; and other political, social, economic, and environmental and occupational health and safety developments that may occur in or affect the countries in which our operating entities are located or conduct business or the countries in which the customers of our operating entities are located or conduct business or both.
In addition, operating costs can be influenced by a wide range of factors, many of which may not be under the control of the owner/operator, including the need to comply with the directives of central and local government authorities. For example, in the case of our utility, transport and midstream operations, we cannot predict the impact of future economic conditions, energy conservation measures, alternative fuel requirements, or governmental regulation all of which could reduce the demand for or availability of commodities our transport and midstream operations rely upon, most notably coal and natural gas. It is difficult to predict government policies and what form of laws and regulations will be adopted or how they will be construed by the relevant courts, or to the extent which any changes may adversely affect us. For example, the withdrawal of the United Kingdom from the European Union and military tensions and conflict in Eastern Europe has contributed to global economic uncertainty and significant disruptions in the free movement of goods, services, and people, which has increased the costs of conducting business in Europe. Further political instability and escalation of military conflict in Eastern Europe or elsewhere in the world could have a material adverse effect on our business, financial condition and results of operations.
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The Financial Conduct Authority (the “FCA”) in the United Kingdom ceased compelling banks to submit rates for the calculation of LIBOR in 2021. In response, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. In November 2020, the ICE Benchmark Administration Limited, the benchmark administrator for USD LIBOR rates, proposed extending the publication of certain commonly-used USD LIBOR settings until June 30, 2023 and the FCA issued a statement supporting such proposal. It is not possible to predict the effect of these changes, including when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets.
Our group has outstanding debt and derivatives with variable rates that are indexed to LIBOR. The discontinuance of, or changes to, benchmark interest rates may require adjustments to agreements to which we and other market participants are parties, as well as to related systems and processes. In the transition from the use of LIBOR to SOFR or other alternatives, uncertainty exists as to the extent and manner of future changes may result in interest rates and/or payments that are higher than or lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form. Use of alternative interest rates or other LIBOR reforms could result in increased volatility or a tightening of credit markets which could adversely affect our ability to obtain cost-effective financing. In addition, the transition of our existing LIBOR financing agreements to alternative benchmarks may result in unanticipated changes to the overall interest rate paid on our liabilities.
We may be exposed to natural disasters, weather events, uninsurable losses and force majeure events.
Force majeure is the term generally used to refer to an event beyond the control of the party claiming that the event has occurred, including but not limited to acts of God, fires, floods, earthquakes, wars, epidemics and labor strikes. The assets of our infrastructure businesses are exposed to unplanned interruptions caused by significant catastrophic events such as cyclones, landslides, explosions, terrorist attacks, war, floods, earthquakes, fires, major plant breakdowns, pipeline or electricity line ruptures, accidents, extreme weather events or other disasters. Operational disruption, as well as supply disruption, could adversely affect the cash flow available from these assets. In addition, the cost of repairing or replacing damaged assets could be considerable and could give rise to third-party claims. In some cases, project agreements can be terminated if the force majeure event is so catastrophic as to render it incapable of remedy within a reasonable time period. Repeated or prolonged interruption may result in a permanent loss of customers, substantial litigation, damage, or penalties for regulatory or contractual non-compliance. Moreover, any loss from such events may not be recoverable in whole or in part under relevant insurance policies. Business interruption insurance is not always available, or available on reasonable economic terms to protect the business from these risks.
Given the nature of the assets operated by our operating entities, we may be more exposed to risks in the insurance market that lead to limitations on coverage and/or increases in premium. For example, many components of our South American toll roads are not insured or not fully insured against losses from earthquakes and our North American gas transmission operation and our European regulated distribution operations self-insure the majority of their line and pipe assets. Therefore, the occurrence of a major or uninsurable event could have a material adverse effect on financial performance. Even if such insurance were available, the cost may be prohibitive. The ability of the operating entities to obtain the required insurance coverage at a competitive price may have an impact on the returns generated by them and accordingly the returns we receive.
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For example, our regulated energy distribution businesses generate revenue based on the volume transmitted through their systems. Weather that deviates materially from normal conditions could impact these businesses. A number of our businesses may be adversely impacted by extreme weather. Our Australian rail operation transports grain on its system, for which it is contracted on a volume basis. A drought could have a material negative impact on revenue from grain transportation.
Performance of our operating entities may be harmed by future labor disruptions and economically unfavorable collective bargaining agreements.
Several of our current operations or other business operations have workforces that are unionized or that in the future may become unionized and, as a result, are required to negotiate the wages, benefits and other terms with many of their employees collectively. If an operating entity were unable to negotiate acceptable contracts with any of its unions as existing agreements expire, it could experience a significant disruption of its operations, higher ongoing labor costs and restrictions on its ability to maximize the efficiency of its operations, which could have a material adverse effect on its business, financial condition and results of operations.
In addition, in some jurisdictions where we have operations, labor forces have a legal right to strike, which may have an impact on our operations, either directly or indirectly, for example if a critical upstream or downstream counterparty was itself subject to a labor disruption which impacted our ability to operate.
Our operations are exposed to occupational health and safety and accident risks.
Infrastructure projects and operational assets are highly exposed to the risk of accidents that may give rise to personal injury, loss of life, disruption to service and economic loss. Some of the tasks undertaken by employees and contractors are inherently dangerous and have the potential to result in serious injury or death.
Our operating entities are subject to laws and regulations governing health and safety matters, protecting both members of the public and their employees and contractors. Occupational health and safety legislation and regulations differ in each jurisdiction. Any breach of these obligations, or serious accidents involving our employees, contractors or members of the public could expose them to adverse regulatory consequences, including the forfeit or suspension of operating licenses, potential litigation, claims for material financial compensation, reputational damage, fines or other legislative sanction, all of which have the potential to impact the results of our operating entities and our ability to make distributions. Furthermore, where we do not control a business, we have a limited ability to influence health and safety practices and outcomes.
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Many of our operations are subject to economic regulation and may be exposed to adverse regulatory decisions.
Due to the essential nature of some of the services provided by our assets and the fact that some of these services are provided on a monopoly or near monopoly basis, many of our operations are subject to forms of economic regulation. This regulation can involve different forms of price control and can involve ongoing commitments to economic regulators and other governmental agencies. The terms upon which access to our facilities is provided, including price, can be determined or amended by a regulator periodically. Future terms to apply, including access charges that our operations are entitled to charge, cannot be determined with any certainty, as we do not have discretion as to the amount that can be charged. New legislation, regulatory determinations or changes in regulatory approaches may result in regulation of previously unregulated businesses or material changes to the revenue or profitability of our operations. In addition, a decision by a government or regulator to regulate non-regulated assets may significantly and negatively change the economics of these businesses and the value or financial performance of Brookfield Infrastructure. For example, a 2010 regulatory action taken by the Federal Energy Regulatory Commission (“FERC”) saw a significant reduction in annual cash flow expectations of our North American gas transmission operations. A similar periodic regulatory reset resulting in a decline in annual cash flows occurred at our Australian export terminal in 2016.
Our infrastructure business is at risk of becoming involved in disputes and possible litigation.
Our infrastructure business is at risk of becoming involved in disputes and possible litigation, the extent of which cannot be ascertained. Any material or costly dispute or litigation could adversely affect the value of the assets or future financial performance of Brookfield Infrastructure. In addition, as a result of the actions of the Holding Entities or the operating entities, Brookfield Infrastructure could be subject to various legal proceedings concerning disputes of a commercial nature, or to claims in the event of bodily injury or material damage. The final outcome of any proceeding could have a negative impact on the business, financial condition or results of operations of Brookfield Infrastructure during a given quarter or financial year.
Our ability to finance our operations is subject to various risks relating to the state of the capital markets.
Our financing strategy involves both the issuance of partnership level equity, the issuance of corporate debt and the issuance of BIPC exchangeable shares.
We have corporate debt and limited recourse project level debt, the majority of which is non-recourse that will need to be replaced from time to time. Our financings may contain conditions that limit our ability to repay indebtedness prior to maturity without incurring penalties, which may limit our capital markets flexibility. As such, a number of risks arise with respect to refinancing our existing indebtedness, including, among other factors, dependence on continued operating performance of our assets, future electricity market prices, future capital markets conditions, the level of future interest rates and investors’ assessment of our credit risk at such time. In addition, certain of our financings are, and future financings may be exposed to floating interest rate risks, and if interest rates increase, an increased proportion of our cash flow may be required to service indebtedness.
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Future acquisitions, development and construction of new facilities and other capital expenditures, including those arising from our committed backlog of organic growth projects, will be financed out of cash generated from our operations, borrowings and possible future sales of equity. Further, we may look to finance transactions through our capital recycling program, resulting in the disposition of certain of our assets. As a large portion of our capital is invested in physical assets and securities, relying on capital recycling as a means of financing could be difficult, as such assets can be hard to sell, especially if market conditions are poor. A lack of liquidity could limit our ability to vary our portfolio or assets promptly in response to changing economic or investment conditions. Additionally, if financial or operating difficulties of other owners result in distress sales, such sales could depress asset values in the markets in which we operate.
In addition to the above, our ability to obtain financing to finance our growth is dependent on, among other factors, disruptions and volatility in capital markets (including those caused by rising interest rates), continued operating performance of our assets, future electricity market prices, the level of future interest rates and investors’ assessment of our credit risk, and perceived environmental and social governance risk, at such time, and investor appetite for investments in infrastructure assets in general and in our securities in particular. To the extent that external sources of capital become limited or unavailable or available on onerous terms, our ability to fund acquisitions and make necessary capital investments to construct new or maintain existing facilities will be impaired, and as a result, our business, financial condition, results of operations and prospects may be materially adversely affected.
Changes in our credit ratings may have an adverse effect on our financial position and ability to raise capital.
We cannot assure you that any credit rating assigned to us or any of our subsidiaries’ debt securities will remain in effect for any given period of time or that any rating will not be lowered or withdrawn entirely by the relevant rating agency. A lowering or withdrawal of such ratings may have an adverse effect on our financial position and ability to raise capital.
We may suffer a significant loss resulting from fraud, bribery, corruption other illegal acts, inadequate or failed internal processes or systems, or from external events.
We may suffer a significant loss resulting from fraud, bribery, corruption, other illegal acts by our employees or those of Brookfield (including those in parts of the Brookfield group that do not engage or interact with Brookfield Infrastructure), inadequate or failed internal processes or systems, or from external events, such as security threats affecting our ability to operate. Both Brookfield and our partnership operate in different markets and rely on our employees to follow our policies and processes as well as applicable laws in their activities. Risk of illegal acts or failed systems is managed through our infrastructure, controls, systems and people, complemented by a focus on enterprise-wide management of specific operational risks such as fraud, bribery and corruption, as well as personnel and systems risks. Specific programs, policies, standards and methodologies have been developed to support the management of these risks. However, these cannot guarantee that such conduct does not occur and if it does, it can result in direct or indirect financial loss, reputational impact or regulatory consequences.
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New regulatory initiatives related to ESG and/or changing market perception of our businesses could adversely impact our business.
While we believe that regulatory initiatives and market trends towards an increased focus on ESG are generally beneficial to our partnership, any such regulatory initiatives also have the potential to adversely impact us. For example, regulatory initiatives seeking to reorient investment toward sustainability by regulating green financial products could have the effect of increasing disclosure requirements around ESG and prescribing approaches to ESG policies that are inconsistent with our current practices.
If regulators disagree with our ESG disclosures, for example because they believe them to be incomplete or misleading, we may face regulatory enforcement action, and our business or reputation could be adversely affected. There is also a risk that a significant reorientation in the market following the implementation of any such measures could be adverse to our business if we are perceived to be presenting a product or business as having green or sustainable characteristics where this is not, in fact, the case (i.e., “greenwashing”). Additionally, compliance with any new regulations or laws generally increases our regulatory burden and could make compliance more difficult and expensive thereby adversely impacting our financial position.
There is also a risk that investor sentiment regarding which of our assets have desirable non-financial characteristics (related to decarbonization or otherwise) could change over time. This could include changing perceptions of which assets in our current portfolio are considered sustainable or ethical, and could result in assets, segments or businesses, or aspects thereof that we currently present as, for example, sustainable or ethical, being considered unsustainable or unethical by investors in the future. Changes in our business model that see us taking a more active approach to certain decarbonization investments could have a similar result. Our business, reputation and the market price of our units could be adversely affected by any such changes in investor sentiment.
We may not be able to identify and assess all potential human rights impacts of our business activities.
While we pride ourselves on our commitment to ethical business practices and the controls, policies and practices that we have in place with respect to such practices, we may not be able to identify and assess all potential human rights impacts of our investment activities, operations and supply chain. Any potential human rights abuses that occur and are in any way associated with our business, whether through third-party business relationships or otherwise, could have an adverse impact on our reputation, as well as present legal, and financial risks.
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ITEM 4. INFORMATION ON THE COMPANY
4.A HISTORY AND DEVELOPMENT OF BROOKFIELD INFRASTRUCTURE
Overview
Brookfield Infrastructure is a leading global infrastructure company that owns and operates high-quality, essential, long-life assets in the utilities, transport, midstream and data sectors across North and South America, Asia Pacific and Europe. It is focused on assets that have contracted and regulated revenues that generate predictable and stable cash flows. Brookfield Infrastructure has appointed the Service Providers to provide certain management, administrative and advisory services for a fee under the Master Services Agreement. Brookfield’s economic interest in our partnership is approximately 27.1% on a fully-exchanged basis.
Our mission is to own and operate a globally diversified portfolio of high quality infrastructure assets that will generate sustainable and growing distributions over the long-term for our unitholders. To accomplish this objective, we will seek to leverage our operating segments to acquire infrastructure assets and actively manage them to extract additional value following our initial investment. As the businesses mature and cash flows have been de-risked, we seek to recycle capital and re-invest in assets that are expected to generate higher returns. An integral part of our strategy is to participate along with institutional investors in Brookfield-sponsored infrastructure funds that target acquisitions that suit our profile. We focus on investments in which Brookfield has sufficient influence or control to deploy an operations-oriented approach.
We target a total return of 12% to 15% per annum on the infrastructure assets that we own, measured over the long-term. We intend to generate this return from the in-place cash flows of our operations as well as growth through investments in upgrades and expansions of our asset base, as well as acquisitions. We determine our distributions to unitholders based primarily on an assessment of our operating performance. FFO is used to assess our operating performance and can be used on a per unit basis as a proxy for future distribution growth over the long-term. See Item 5 “Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more detail.
Our distributions are underpinned by stable, highly regulated and contracted cash flows generated from operations. Our partnership’s objective is to pay a distribution that is sustainable on a long-term basis. Our partnership has set its target payout ratio target at 60-70% of FFO. In determining what we believe to be a conservative payout ratio, we typically retain approximately 15-20% of AFFO that we utilize to fund some or all of our recurring growth capital expenditures.
On March 31, 2020, our partnership completed the previously announced creation of BIPC, with a special distribution of BIPC exchangeable shares. Each of our unitholders of record on March 20, 2020 received one BIPC exchangeable share for every nine units held. As a result of the special distribution, our partnership’s regular quarterly distribution per unit was reduced such that the aggregate distribution received by a holder of units and BIPC exchangeable shares, when taken together, remained approximately the same as it would have been had the special distribution never occurred.
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On June 10, 2022, Brookfield Infrastructure completed a three-for-two split of our units, BIPC exchangeable shares, Exchange LP Units, and BIPC exchangeable LP units, by way of a subdivision whereby unitholders/shareholders received an additional one-half of a unit/share for each unit/share held. Brookfield Infrastructure’s preferred units were not affected by the 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. All historical unit and share counts, as well as per unit/share disclosures have been adjusted to effect for the change in units due to the splits. Distributions per unit/share were adjusted for the impact of the special distribution and unit/share split.
On February 1, 2023, the board of directors of our General Partner approved a 6% increase in our quarterly distribution to $0.3825 per unit (or $1.53 per unit annualized) with an identical increase approved by the board of directors of BIPC to holders of BIPC exchangeable shares. Distributions have grown at a compound annual growth rate of 8% over the last 10 years. We target a 5% to 9% annual distribution increase in light of the growth that we foresee in our operations.
Please refer to Item 3.D “Risk Factors—Risks Relating to Our Partnership Structure—We may not be able to continue paying comparable or growing cash distributions to our unitholders in the future.”.
The U.S. Securities and Exchange Commission (the “SEC”) maintains an Internet site that contains reports, proxy and information statements, and other information relating to Brookfield Infrastructure. The site is located at http://www.sec.gov. Similar information can also be found at https://bip.brookfield.com. The information on our website is not part of this annual report on Form 20-F.
History and Development of our Business
Our partnership, Brookfield Infrastructure Partners L.P., is a Bermuda exempted limited partnership that was established on May 21, 2007 under the provisions of the Bermuda Exempted Partnership Act of 1992 (“Bermuda Exempted Partnerships Act”) and the Bermuda Limited Partnership Act. Our registered office is 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda and our telephone number at this address is +1-441-294-3309. Our partnership was spun-off from Brookfield on January 31, 2008.
The following table outlines the significant events in the history and development of our business during the past three fiscal years. Descriptions reflect the facts and circumstances of each event using information available at the time of reporting. Descriptions related to events prior to the current fiscal year may not be reflective of our partnership’s current operations:
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| January 2020 | | Utilities: | | On January 14, 2020, Brookfield Infrastructure sold its 17% interest in its Colombian regulated distribution operation for total consideration of approximately $90 million. |
| February 2020 | | Transport: | | On February 6, 2020, Brookfield Infrastructure sold a further 17% interest in its Chilean toll road business for total consideration of approximately $170 million. |
| February 2020 | | Corporate: | | On February 6, 2020, Brookfield completed the final close of a $20 billion infrastructure fund. Brookfield manages the fund and has committed $5 billion to the fund’s total capital commitments, with Brookfield Infrastructure participating in the fund to the extent target acquisitions suit Brookfield Infrastructure’s investment profile. |
| March 2020 | | Corporate: | | On March 31, 2020, Brookfield Infrastructure completed a special distribution whereby unitholders as of March 20, 2020 received one BIPC exchangeable share for every nine units held. |
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| April 2020 | | Corporate: | | On April 7, 2020, Brookfield Infrastructure Finance ULC issued C$400 million aggregate principal amount of medium-term notes. The notes are fully and unconditionally guaranteed by our partnership and certain of our subsidiaries. C$200 million aggregate principal amount of the medium-term notes mature September 11, 2028 and have a coupon rate of 4.2% per annum. These notes were issued at a premium with an effective interest rate of 4.1% per annum. The remaining
C$200 million aggregate principal amount of medium-term notes mature on October 9, 2029 and have a coupon rate of 3.4% per annum. These notes were issued at a discount with an effective interest rate of 4.1%. |
| April 2020 | | Corporate: | | On April 14, 2020, the partnership secured an incremental $1.0 billion syndicated revolving credit facility. The facility matures on April 14, 2022. Loans under this facility accrue interest at LIBOR plus 2.1% during the period prior to April 14, 2021, and 2.2% thereafter. These corporate credit facilities are available to provide short-term liquidity for new investment opportunities and for general working capital purposes. |
| July 2020 | | Utilities: | | On July 14, 2020, Brookfield Infrastructure sold its 11% interest in its Texas electricity transmission operation for total after-tax consideration of approximately $60 million. |
| July 2020 | | Utilities: | | On July 15, 2020, Brookfield Infrastructure acquired an additional 6% interest in our Colombian natural gas transmission operation for total consideration of approximately $25 million. As a result of the transaction, Brookfield Infrastructure increased its ownership to 21%. |
| August 2020 | | Data: | | On August 31, 2020, Brookfield Infrastructure acquired an effective 17% interest in an Indian telecom tower operation for total consideration of approximately $585 million. |
| September 2020 | | Corporate: | | On September 1, 2020, Brookfield Infrastructure Finance ULC issued C$500 million aggregate principal amount of medium-term notes maturing September 1, 2032 with a coupon of 2.9% per annum. The notes are fully and unconditionally guaranteed by our partnership and certain of our subsidiaries. On October 6, 2020, a portion of the proceeds were used to early redeem C$450 million of medium-term notes maturing March 11, 2022. |
| September 2020 | | Corporate: | | On September 21, 2020, our partnership issued 8 million inaugural Green Series 13 Preferred Units at an offering price of $25.00 per unit in a public offering in the United States. Holders of the Series 13 Preferred Units are entitled to receive a cumulative quarterly fixed distribution at a rate of 5.125% per annum. Net proceeds from this offering totaled approximately $195 million and are in alignment with green bond principles as administered by the International Capital Markets Association (“ICMA”). |
| September 2020 | | Transport: | | On September 24, 2020, Brookfield Infrastructure, through a co-controlling interest in a joint venture with Blackstone Infrastructure Partners, acquired a 6% interest in an U.S. liquefied natural gas (“LNG”) export terminal, Cheniere Energy Partners, for approximately $425 million, inclusive of contingent consideration. |
| December 2020 | | Transport | | On December 7, 2020, Brookfield Infrastructure sold 22% of its interest in its Australian export terminal for total after-tax consideration of approximately $55 million. Our 49% retained interest was remeasured using the initial public offering price of approximately $465 million. |
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| | | | | | | | | | | | | | |
| Date | | Segment | | Event |
| | | | |
| January 2021 | | Corporate: | | On January 21, 2021, our partnership issued 8 million Green Series 14 Preferred Units at an offering price of $25.00 per unit in a public offering in the United States. Holders of the Series 14 Preferred Units are entitled to receive a cumulative quarterly fixed distribution at a rate of 5.0% per annum. Net proceeds from this offering totaled approximately $194 million and are in alignment with green bond principles as administered by the ICMA. |
| February 2021 | | Corporate: | | On February 24, 2021, Brookfield Infrastructure established a U.S. commercial paper program under which a subsidiary of our partnership may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $500 million. The notes are guaranteed by our partnership and certain of our subsidiaries. The proceeds of the commercial paper issuance are used for general corporate purposes. |
| February 2021 | | Utilities: | | On February 26, 2021, Brookfield Infrastructure acquired an effective 11% interest in Thermondo GmbH, a European residential distribution business, for total consideration of approximately $20 million. |
| February 2021 | | Utilities: | | On February 26, 2021, Brookfield Infrastructure acquired an additional 15% interest in Jose Maria de Macedo de Eletricidade S.A. (“JMM”) for approximately $20 million. JMM owns and operates approximately 760 kilometers of electricity transmission lines in Brazil. |
| March 2021 | | Midstream: | | On March 8, 2021, Brookfield Infrastructure sold a 13% interest in our U.S. gas pipeline for net consideration of approximately $410 million. |
| April 2021 | | Utilities: | | On April 30, 2021, Brookfield Infrastructure acquired an additional 3% interest in our Brazilian natural gas transmission operation for approximately $85 million. |
| May 2021 | | Utilities: | | On May 12, 2021, our U.K. regulated distribution business sold its smart meters business for gross consideration of approximately $820 million. |
| May 2021 | | Corporate: | | On May 24, 2021, Brookfield Infrastructure Finance ULC issued $250 million aggregate principal amount of fixed rate subordinated notes maturing May 24, 2081 with a coupon of 5.00% per annum. The notes are fully and unconditionally guaranteed by our partnership and are also guaranteed by certain of our subsidiaries. |
| June 2021 | | Utilities: | | On June 7, 2021, Brookfield Infrastructure sold its 25% interest in our Canadian district energy operations for net consideration of approximately $450 million. |
| July 2021 | | Utilities: | | On July 16, 2021, Brookfield Infrastructure sold its 40% interest in our U.S. district energy operations for net consideration of approximately $555 million. |
| July 2021 | | Data: | | On July 14, 2021, Brookfield announced a joint venture with Digital Realty to develop and operate data centers in India. To date, Brookfield Infrastructure has invested approximately $5 million to establish the business and begin acquiring land for future development. |
| August, September, October 2021 | | Midstream: | | On August 20, 2021, Brookfield Infrastructure acquired an effective 41% interest in Inter Pipeline Ltd., a Canadian diversified midstream operation, for total consideration of approximately $2.8 billion (the “initial IPL acquisition”). Subsequently, Brookfield Infrastructure acquired an additional 18% interest for approximately $1.2 billion (along with the initial IPL acquisition, hereafter referred to as the “IPL acquisitions”). In connection with the IPL acquisitions, $1.9 billion of BIPC exchangeable shares and BIPC exchangeable LP units were issued. |
| September 2021 | | Corporate: | | On September 30, 2021 our partnership redeemed all of its outstanding cumulative Class A Preferred Units, Series 5, for $206 million. |
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| | | | | | | | | | | | | | |
| Date | | Segment | | Event |
| | | | |
| November 2021 | | Corporate: | | On November 17, 2021, our partnership issued 14,215,444 limited partnership units and 3,210,037 BIPC exchangeable shares for gross proceeds of approximately $690 million (approximately $660 million net of issuance costs) in public offerings in the United States and Canada. In a concurrent private placement, Brookfield acquired 10,656,521 Redeemable Partnership Units for approximately $400 million. |
| November 2021 | | Transport: | | On November 16, 2021, Brookfield Infrastructure sold the remaining 17% stake in its Chilean toll road business for net consideration of approximately $165 million. |
| December 2021 | | Utilities: | | On December 15, 2021, Brookfield Infrastructure acquired an effective 15% interest in Boxt Limited, a U.K. residential Infrastructure operation, for total consideration of approximately $20 million. |
| December 2021 | | Utilities: | | On December 24, 2021, Brookfield Infrastructure acquired an additional 15% interest in Giovanni Sanguinetti Transmissora de Energia S.A.(“Sanguinetti”) and Veredas Transmissora de Electricidade S.A. (“Veredas”) for approximately $20 million and $15 million, respectively. Sanguinetti and Veredas own and operate approximately 430 kilometers and 440 kilometers of electricity transmission lines in Brazil, respectively. |
| | | | |
| January 2022 | | Corporate: | | On January 21, 2022, BIP Bermuda Holdings I Limited issued $300 million aggregate principal amount of perpetual subordinated notes with a coupon of 5.125% per annum. The notes are fully and unconditionally guaranteed by our partnership and are also guaranteed by certain of our subsidiaries. The net proceeds from this offering were used to redeem the Class A Preferred Limited Partnership Units, Series 7 (the “Series 7 Preferred Units”) and for working capital purposes. |
| February 2022 | | Utilities: | | On February 16, 2022, Brookfield Infrastructure acquired an approximate 8% interest in AusNet Services Ltd., an Australian regulated utility, for total equity consideration of approximately $500 million. |
| March 2022 | | Data: | | On March 10, 2022, Brookfield Infrastructure acquired an effective 17% interest in an Indian telecommunications business, for total consideration of approximately $30 million. |
| March 2022 | | Corporate: | | On March 31, 2022, our partnership redeemed all of its outstanding Series 7 Preferred Units, for $243 million. |
| April 2022 | | Utilities: | | On April 1, 2022, Brookfield Infrastructure acquired an approximate 13% interest in an Australian smart meter business, for total equity consideration of $215 million. |
| April 2022 | | Corporate: | | On April 25, 2022, Brookfield Infrastructure Finance ULC issued C$600 million aggregate principal amount of medium-term notes. The notes are fully and unconditionally guaranteed by our partnership and certain of our subsidiaries. C$400 million aggregate principal amount of medium-term notes mature on April 25, 2034 and have a coupon rate of 5.439% per annum. The remaining C$200 million aggregate principal amount of medium-term notes mature on April 25, 2052 with a coupon rate of 5.789% per annum. |
| June 2022 | | Corporate: | | On June 10, 2022, Brookfield Infrastructure completed a three-for-two split of our units, BIPC exchangeable shares, Exchangeable LP Units, and BIPC Exchangeable LP Units, by way of a subdivision whereby unitholders/shareholders received an additional one-half of a unit/share for each unit/share held. Brookfield Infrastructure’s 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 adjusted to reflect the split. |
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| | | | | | | | | | | | | | |
| Date | | Segment | | Event |
| | | | |
| June 2022 | | Transport: | | On June 13, 2022, Brookfield Infrastructure sold an effective 19% interest in our North American container terminal operation for net proceeds of $275 million. |
| June 2022 | | Transport: | | In June 2022, Brookfield Infrastructure, alongside institutional partners, agreed to the sale of its Indian toll road operations for net proceeds of approximately $200 million. The sale is subject to regulatory approval and is expected to close in the first quarter of 2023. |
| August 2022 | | Data: | | On August 4, 2022, Brookfield Infrastructure acquired an effective 12% interest in Uniti Group Ltd., an Australian data transmission business, for total consideration of $193 million. |
| September 2022 | | Utilities: | | Brookfield Infrastructure acquired an effective 30% interest in five North American residential infrastructure businesses through a subsidiary for total consideration of approximately $90 million. |
| October 2022 | | Corporate: | | On October 1, 2022, our partnership sold a portfolio of investments, which included partial interests in consolidated subsidiaries and financial assets, with an approximate fair value of $310 million to an affiliate of Brookfield, in exchange for securities of equal value. Subsequent to year end, our partnership exercised its redemption option associated with the securities and redeemed a portion of its units with a fair value of $230 million. |
| | | | |
| | | | |
| November 2022 | | Data: | | On November 1, 2022, our New Zealand data distribution business completed the sale of a portfolio of telecom towers for net consideration to the partnership of approximately $140 million. |
| November 2022 | | Corporate: | | On November 14, 2022, Brookfield Infrastructure Finance ULC issued C$700 million aggregate principal amount of medium-term notes. The notes are fully and unconditionally guaranteed by our partnership and certain of our subsidiaries. C$450 million aggregate principal amount of medium-term notes mature on November 14, 2027 and have a coupon rate of 5.616% per annum. The remaining C$250 million aggregate principal amount of medium-term notes mature on February 14, 2033 with a coupon rate of 5.980% per annum. |
| November 2022 | | Data: | | On November 22, 2022, Brookfield Infrastructure entered into a joint-venture agreement with Intel Corporation for the construction and operation of a semiconductor foundry. Our partnership is expected to fund approximately $500 million of equity capital over the construction of the project for an approximate 12% interest. |
| November 2022 | | Utilities: | | On November 30, 2022, Brookfield Infrastructure sold its 31% interest in five Brazilian electricity transmission concessions for net consideration of approximately $250 million. |
| November 2022 | | Transport: | | In November 2022, a subsidiary of Brookfield Infrastructure agreed to the sale of its 50% interest in a freehold landlord port in Victoria, Australia. The subsidiary is expected to receive net consideration of $260 million. The sale is subject to customary closing conditions and is expected to close in the first quarter of 2023. |
| January 2023 | | Utilities: | | On January 4, 2023, Brookfield Infrastructure completed the acquisition of HomeServe PLC (“HomeServe”), a residential infrastructure business operating in North America and Europe, and acquired all the issued and outstanding shares of HomeServe for £12 per share or approximately $1.2 billion net to the partnership equity consideration. The partnership has an effective 26% and 25% interest in HomeServe’s North American and European businesses, respectively. |
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| | | | | | | | | | | | | | |
| Date | | Segment | | Event |
| | | | |
| February 2023 | | Data: | | On February 1, 2023, Brookfield Infrastructure acquired an effective 6% interest in a German telecommunications business, for total equity consideration of approximately $0.7 billion. |
| February 2023 | | Midstream: | | In February 2023, our North American gas storage operation agreed to the partial sale of its U.S. gas storage portfolio for net proceeds to the partnership of approximately $80 million. The sale is subject to customary closing conditions and is expected to close in the second quarter of 2023. |
For a description of our principal capital expenditures in the last three fiscal years, see Item 5.B, “Liquidity and Capital Resources—Capital Reinvestment” and Note 32, “Contractual Commitments” in our financial statements included in this annual report on Form 20-F.
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4.B BUSINESS OVERVIEW
Our Operations
We own a portfolio of infrastructure assets that are diversified by sector and by geography. We have a stable cash flow profile with approximately 90% of our Adjusted EBITDA supported by regulated or contracted revenues. In order to assist our unitholders and preferred unitholders in evaluating our performance and assessing our value, we group our businesses into operating segments based on similarities in their underlying economic drivers.
Our operating segments are summarized below:
| | | | | | | | | | | | | | |
Operating Segment(1) | | Asset Type | | Primary Location(1) |
| Utilities | | | | |
| Regulated or contractual businesses which earn a return on their asset base | | • Regulated Transmission • Commercial & Residential Distribution | | • North & South America, Asia Pacific • North & South America, Europe & Asia Pacific |
| | | | |
| Transport | | | | |
| Provide transportation for freight, commodities and passengers | | • Rail
• Toll Roads
• Diversified Terminals | | • North & South America, Asia Pacific • South America & Asia Pacific • North America, Europe & Asia Pacific |
| | | | |
| Midstream | | | | |
| Systems that provide transmission, gathering, processing and storage services | | • Midstream | | • North America |
| | | | |
| Data | | | | |
| Provide critical infrastructure and services to global communication companies | | • Data Transmission & Distribution • Data Storage | | • North America, Europe & Asia Pacific • North & South America, Asia Pacific |
(1)See Item 5 “Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 18 “Financial Statements” for information regarding revenue by segments and geographic market.
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Overview
Our utilities segment is comprised of businesses from which we earn a return on a regulated or notionally stipulated asset base, which we refer to as the rate base, or from revenues in accordance with long-term concession agreements, private bilateral contracts approved or ratified by the regulator, or price control frameworks. These include our regulated transmission (natural gas and electricity) and commercial and residential distribution (electricity, natural gas, and water connections) operations. Our rate base increases with capital that we invest to upgrade and expand our systems. Depending on the jurisdiction, our rate base may also increase by inflation and maintenance capital expenditures and decrease by regulatory depreciation. The return that we earn is typically determined by a regulator for prescribed periods of time. Thereafter, it may be subject to customary reviews based upon established criteria. Our diversified portfolio of assets allows us to mitigate exposure to any single regulatory regime.
Due to the franchise frameworks and economies of scale of our utilities businesses, we often have significant competitive advantages in competing for projects to expand our rate base and earn incremental revenues. Accordingly, we expect this segment to produce stable revenue and margins over time that should increase with investment of additional capital and inflation. Nearly all our utilities segment’s Adjusted EBITDA is supported by regulated or contractual revenues.
The objectives for our utilities segment are to invest capital in the expansion of our rate base, as well as to provide safe and reliable service for our customers on a cost-efficient basis. If we do so, we will be in a position to earn an appropriate return on our rate base and strengthen our market position. Our performance can be measured by the growth in our rate base, the return on our rate base, and the growth in our AFFO.
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Our utilities segment is comprised of the following:
Regulated Transmission
•Approximately 60,000 kilometers of operational electricity transmission and distribution lines in Australia
•Approximately 2,900 kilometers of electricity transmission lines in Brazil, of which approximately 2,000 kilometers are operational
•Approximately 4,200 kilometers of natural gas pipelines in North America, South America, and India
Commercial and Residential Distribution
•Approximately 7.8 million connections, predominantly electricity and natural gas
•Residential infrastructure, including water heater, heating, ventilation, and air conditioner (“HVAC”) rentals, as well as other essential home services and policies to approximately 10.5 million customers with approximately 16.8 million policies and 1.6 million rental contracts in Canada, United States, Europe, and the U.K.
•Over 540,000 long-term contracted sub-metering services within Canada and the United States
•Approximately 1.7 million installed smart meters in Australia and New Zealand
Regulated Transmission
Our regulated electricity transmission operation in South America includes four different concessions and is comprised of approximately 2,000 kilometers of operating electricity transmission lines, with an additional 900 kilometers expected to be commissioned in 2023. We have already invested $171 million into the lines to be commissioned and expect to invest a further $118 million as the asset base is built out. These are 30-year concession assets that earn inflation indexed cash flows under an availability-based regulatory framework.
Our regulated gas transmission operation in Brazil operates over 2,000 kilometers of natural gas transportation pipelines in the states of Rio de Janeiro, Sao Paulo and Minas Gerais. The total capacity of 158 million cubic meters is fully contracted under long-term “ship-or-pay”, inflation adjusted gas transportation agreements (“GTAs”) that have an average remaining life of 7 years. These assets operate under perpetual authorizations.
Our regulated gas transmission business in Mexico operates nearly 740 kilometers of pipeline which connects low-cost supply basins in the United States to the key gas demand region of Mexico. The total capacity of 1.43 billion cubic feet (“Bcf”) is fully contracted under long-term take-or-pay agreements under an availability-based regulatory framework.
Our regulated gas transmission operation in India includes approximately 1,500 kilometers of natural gas transmission pipeline systems across the country. The system includes 11 compressor stations with over 900 megawatts (“MWs”) of installed power and 2 pipeline operation centers for remote operations. The business is contracted to generate stable cash flows through a capacity based “ship-or-pay” agreement with a high-quality counterparty.
Our Australian regulated utility is primarily comprised of approximately 7,000 kilometers of electricity transmission lines and 53,000 kilometers of electricity distribution lines across the state of Victoria. The business operates under a regulatory framework and long term unregulated contracts. The business also owns a regulated gas distribution business that comprises approximately 10% of revenues.
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Strategic Position
Our regulated transmission operations occupy key positions in the markets in which we operate. In Brazil, our transmission lines in operation and under development are located in the northeast, southeast, and southern regions of the country including in the states of Bahia, Piauí, Minas Gerais, and Rio Grande do Sul. These lines will support the region’s growing demand for electricity and facilitate the delivery of power from renewable generation resources to the national grid. Our natural gas transmission operation in Brazil provides the backbone of Brazil’s southeast natural gas transportation system, supplying natural gas to a region responsible for approximately 50% of Brazil’s demand, including Rio de Janeiro and Sao Paulo. In Mexico, our regulated gas transmission business transports low-cost supply from the United States to key demand regions in central Mexico.
All of our regulated transmission operations benefit from stable long-term cash flows. In Brazil, we earn inflation protected revenue streams on our transmission lines, with no volume risk, that commence upon completion of construction under 30-year concession agreements which expire between 2046 and 2049. Our Brazilian natural gas transmission operation has 100% of its capacity fully contracted under long-term “ship-or-pay”, inflation adjusted GTAs that have an average remaining life of 7 years. Our North American regulated gas transmission operation is also fully contracted under long-term take-or-pay, USD-linked and inflation adjusted GTAs that have an average remaining life of 19 years.
In India, our gas transmission operations connect major domestic sources of supply in the eastern Indian state of Andhra Pradesh and LNG terminals on the west coast to key demand centers in the Northern and Western regions of India. As the only cross-country pipeline and with significant unused capacity, we believe we are well positioned to supply gas produced in eastern India, which is a region that accounts for around half of the country’s estimated remaining natural gas resources, to the western part of the country.
In Australia, approximately 80% of our revenues are earned from our regulated electricity transmission and distribution networks in Victoria. The electricity transmission network supplies approximately 6.6 million people and the electricity distribution network supplies approximately 800,000 residential and business customers. The regulated gas distribution network is one of three in Victoria and supplies approximately 780,000 customers.
Regulatory Environment
All of our regulated transmission operations are located in regions with stable regulatory environments. In Brazil, electricity transmission is regulated by the Brazilian Electricity Regulatory Agency (“ANEEL”). Transmission lines are auctioned by ANEEL, which grants the right to construct, maintain and operate the transmission lines under a concession agreement. Concessions are awarded for a period of 30 years based on the lowest regulated revenue (“RAP”) bid by the market. RAP is adjusted for inflation annually and updated every five years, over the first 15 years of the concession, to reflect changes in third-party cost of capital.
The natural gas transmission industry in Brazil is regulated by the Brazilian National Agency of Petroleum, Natural Gas, and Biofuels. Each GTA provides owners with a return on regulatory asset base and tariffs calculated on an inflation adjusted regulatory weighted average cost of capital (“WACC”) fixed for the term of the agreement. These assets operated as authorizations expiring between 2039 and 2041 until the approval of new legislation in April 2021 (the “Brazil Gas Law”), which extended these finite authorizations in perpetuity. The new Brazil Gas Law also allows an ‘entry-exit’ model to be adopted for the gas transportation systems, which is expected to foster growth of the market and our regulated gas transmission operation in Brazil.
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Our North American regulated gas transmission business is located in Mexico and is regulated by Mexico’s Energy Regulatory Commission, which is responsible for approving long-term levelized take-or-pay tariffs, subject to reviews every five years. Levelized tariffs are calculated on the approved asset base, which is equal to the historic cost of the system’s assets, using an inflation adjusted regulatory WACC, including a fixed return on equity, and allowance for operating costs. The tariffs are typically adjusted for the operator’s actual capital structure and cost of debt during the initial tariff review following commissioning. Under this regulation, our operating revenues do not fluctuate due to variability in usage of our system. Our gas transmission operations in India are regulated by the Petroleum and Natural Gas Regulatory Board, which is also responsible for determining tariffs charged to users of the pipeline. Our revenues are protected through ship or pay contracts with a high-quality counterparty and therefore are generally subject to limited volume risks.
Our Australian regulated utility operates under a revenue cap set by the Australian Energy Regulator over a regulatory period and tariffs are adjusted annually. Our gas distribution business operates under a price cap mechanism increased at a pre-determined rate annually for each regulatory period. The regulatory period is typically five years. The tariffs are calculated as a regulatory WACC return on the regulated asset base, as well as an allowance for operating costs and taxation, regulatory depreciation and efficiency incentives.
Growth Opportunities
We believe that attractive growth opportunities exist for our transmission operations. Our electricity transmission concessions in Brazil are required for the expansion of the region’s transmission system grid to connect new electricity generation resources, including wind located in the northeast and hydro in the north to satisfy growing demand. We believe that due to the geographic location of our concessions, there are opportunities to secure system reinforcements which will generate incremental RAP, as well as secure new concessions at upcoming auctions.
Our natural gas transmission operation in Brazil is strategically located in the region where the majority of Brazilian economic activity and pre-salt offshore oil production occurs. We believe this operation is well positioned to absorb increasing demand as natural gas is used as an efficient and low carbon energy solution for both home and industry, and as the new ‘entry-exit’ model incentivizes utilization of our transportation infrastructure by multiple new shippers. Our gas transmission operation in India is positioned to capture increasing gas demand in the country. Our business connects key demand centers in the Western portion of the country with access to the largest gas producing region of the country. We plan to utilize existing unused capacity in our pipeline to attract new customers and grow our business. Furthermore, given the new investments by the upstream sector on the east coast of India and in LNG imports, we expect the volume to be transported through the pipeline to be higher in the coming years, augmenting the stable cash flows generated by the business.
We believe our Australian regulated utility is well positioned to capture a high proportion of the Victorian unregulated electricity transmission market, and benefit from the decarbonization and renewable energy targets of Victoria’s economy in light of the state’s net zero carbon emissions target by 2050. In order to achieve the state’s net zero targets, a significant amount of capital investment will be required to electrify the existing network and we believe we are well positioned to participate in this expansion.
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Commercial and Residential Distribution
Our distribution businesses provide a wide range of heating, cooling and energy solutions to both commercial and residential customers. Our operations have approximately 7.8 million connections, predominately electricity and natural gas, in the U.K. and Colombia. In the U.K., our operation is the leading independent “last-mile”, multi-utility connection provider, with approximately 4.3 million connections. In South America, our natural gas distribution business primarily services the city of Bogotá, which represents approximately 60% of the total system rate base with the remaining 40% located across other cities and municipalities around the country.
Our residential infrastructure businesses own, maintain, and provide recurring home repair services for critical in-home infrastructure, a large installed base of home equipment including heating, cooling, water heaters, solar and energy storage solutions. Our large customer base is under long-term contracts to both residential and commercial customers across Canada, United States, Europe and the U.K. The terms of the leases are generally tied to the useful life of the equipment, which can range between 10 years in high-use HVAC climates such as the Southern United States and over 15 years for water heaters in Canada. In addition to leasing, customers can purchase the equipment outright or through financing options. The businesses also provide other complementary services such as repair and improvement, protection plans, plumbing, electrical and related maintenance services. With approximately 1.6 million water heater and HVAC customers and 16.8 million service and policy contracts, the business has a growing annuity asset base and we believe it is well established in each of its core markets.
Our residential infrastructure businesses also provide smart meter and sub-metering services for up to 20 year contracts for electricity, heating, gas and water to apartments, condominiums, townhouse complexes, mixed-use multi-residential and multi-tenant commercial buildings in Canada, the United States, Australia, and New Zealand. Our North American sub-metering business has over 540,000 contracted services, making it the largest non-utility sub-meter provider in the markets in which we operate. Our smart meter business is one of the leading providers of smart meters and metering services in Australia and New Zealand. The business owns, installs and services smart meters for over 55 retailers under long term contracts. Across Australia and New Zealand, the business has installed approximately 1.7 million smart meters.
Strategic Position
Our commercial and residential operations are critical to the markets in which they are located. In the U.K., our regulated distribution system is currently a market leader in terms of new gas and electricity connection sales to the new-build housing market, and total installed connections among independent utilities. Our U.K. operation has a diverse customer base throughout England, Scotland and Wales, which underpins its cash flow. Our U.K. customers consist primarily of large energy retailers who serve residential and commercial users. Our Colombian natural gas distribution business provides reliable gas to approximately 3.5 million commercial and residential customers. Our Colombian regulated natural gas business supplies approximately one third of Colombia’s natural gas distribution demand spanning a network of approximately 24,600 kilometers. Our U.K. and Colombian operations generate stable cash flow in the geographies in which we operate.
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Our residential infrastructure operation is one of the largest home energy solutions businesses in North America, with a growing footprint in the U.K. and Europe. We continued to expand our residential infrastructure business through new product lines and geographies with the acquisitions of a multinational, leading home warranty and HVAC installation business, as well as the largest provider of rental water heaters in Quebec. Our strategy is to meaningfully grow the business by leveraging our scale and service capabilities, particularly to drive home equipment rental asset growth in the markets that we operate. In addition to growing our rental base, we seek to grow our recurring cash flows through subscription-based policies to insurance minded homeowners to cover a range of home emergencies, principally plumbing, heating and electrics. These businesses are complementary and allow us to participate in the global decarbonization by promoting eco-friendly sources of domestic heat and cooling. Over time, we expect to leverage technological investments that will provide us with significant operational and market data, allowing us to service our customers on a more proactive basis and meet homeowner desire to decarbonize their homes. With a large in-place book of assets and service capabilities that are difficult to replicate, combined with our ability to enter new markets, we expect to expand our portfolio of long-term contracted revenue streams that provide predictable, stable cash flows that escalate annually with or in excess of inflation.
Our sub-metering business is a leading non-utility sub-meter provider in Canada and the United States, achieving significant economies of scale. Our business provides an integrated, critical component of an essential service and is directly tied to the underlying infrastructure of the building. Due to a proven ability to reduce energy consumption, sub-meters are required in all new multi-residential buildings in Ontario. We believe our business is positioned to deliver customer service and prices that provide a competitive advantage in the marketplace. We expect this to help the business expand its long-term contracted revenue stream.
Our smart meter business in Australia and New Zealand has long-term contracts with high quality counterparties providing highly certain cash flows linked to annual inflation and protection against churn and early termination. These contracts may include minimum guaranteed smart meter deployments and exclusive deployment rights with major retailers. We believe the business is well positioned to accelerate deployment of smart meter installation in Australia and expand on ancillary data metering services.
Regulatory Environment
Our U.K. regulated distribution operations compete with other connection providers to secure contracts to construct, own and operate connections to the home for seven product lines which include: natural gas, electricity, fiber, water, wastewater, district heating, and cooling. Once connections are established, we charge retailers rates based on the tariff of the distribution utility with which we are interconnected. These tariffs are set on the basis of a regulated asset base. The connection rate is typically adjusted annually and provides inflation protection as it escalates at inflation minus a factor determined by the U.K. regulator. During the first 25 years after the commissioning of a connection, the gas connection rate is subject to a cap and floor that escalates by an inflation factor. Connections revenue does not vary materially with volume transported over our system.
Our South American natural gas distribution business earns a regulated return on the replacement cost of the system plus a charge to cover operating expenses. Our rates are determined during tariff reviews which commence every five years. Our annual regulated return is approximately 13% and is adjusted by an inflation factor between rate reviews. The Colombian Comisión de Regulación de Energía y Gas is in the process of issuing a rate reset which we believe will fairly remunerate our gas distribution operation.
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Our sub-metering services operation is governed by local sub-metering legislation in the provinces and states that we operate in. In Ontario and New York, the largest markets in which we operate, the legislation sets out a high-level framework for individual suite sub-metering and provides regulatory bodies such as the Ontario Energy Board and New York State Public Service Commission with regulatory oversight.
The revenues within our residential infrastructure and smart meter operations are not subject to rate regulation.
Growth Opportunities
We believe that our commercial and residential distribution operations will be able to grow organically in each of the regions in which we operate. Growth in our U.K. regulated distribution operation is expected to benefit from (i) the progressive build out of our large existing backlog of connections, (ii) continued strong momentum in the new-build housing sector, and (iii) the growth of nascent product offerings such as water, fiber and district energy, which will increase our bundled service offering to new and existing customers. In South America, our regulated natural gas distribution business is capable of handling future growth and operates in an industry with significant barriers of entry. In the city of Bogotá, we serve 2.1 million customers and are positioned to capture future growth through higher residential consumption from growing demand for natural gas home appliances. We believe there are further growth opportunities within our residential and commercial service companies that will benefit from a growing regulated customer base such as repair, maintenance, financing and inspection services. Finally, we anticipate that the unregulated market will present us with various opportunities to leverage the existing network, operating expertise and reputation of the business including expansion in the natural gas vehicle market driven by cleaner fuel solutions. Overall, we believe we are well positioned for future growth opportunities.
Our residential infrastructure business is focused on growing its business through organic growth opportunities, strategic acquisitions and expanding its product and service offerings. We are focused on expanding our annuity-based cash flow streams through new product launches, increasing household penetrations, and renewing existing contracts when they mature. During the year, our business launched several new products which aim to accelerate residential decarbonization, including solar panel installations, backup generators in North America, a nationwide rollout of a rental HVAC project in the U.K., and heat pump rentals in Germany which we believe will present meaningful channels for growth. The home services market in the United States continues to be highly fragmented where there are significant opportunities for acquisitions in both complementary and adjacent lines of business. Following the acquisition of HomeServe PLC, we see additional opportunities to expand our recurring revenue streams, including long-term rental contracts, within the U.K. and North American markets to a base of 8.2 million home repair customers.
Our sub-metering business has a significant backlog of approximately 40% of contracted services that will generate incremental revenue once installed throughout new multi-residential buildings under construction. While that backlog is being constructed, the business is focused on expanding offerings geographically, and in the under-penetrated commercial sub-metering market. Additionally, there are several Brookfield-managed businesses in the residential development and condominium management sectors that we believe can be leveraged to further enhance growth prospects.
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Our smart meter business in Australia and New Zealand is focused on growing its business through organic growth, strategic acquisitions and expanding its ancillary metering services. In Australia, the Australian Energy Market Commission has recommended a target of 100% uptake of smart meters by 2030 and we believe this business is well positioned to accelerate a smart meter rollout to support energy transition. We also believe there are further opportunities for growth with value added services and to expand in adjacent markets including distributed energy resources.
Overview
Our transport segment is comprised of infrastructure assets that provide transportation, storage and handling services for merchandise goods, commodities and passengers, for which we are generally paid an access or transportation fee. Profitability is based on the volume and price achieved for the provision of access and associated services. This operating segment is comprised of businesses, such as our rail and toll road operations, which may be subject to price ceiling or other rate regulation focused on maintaining competition, as well as diversified terminal operations which are highly contracted and subject to the regulatory regimes applicable to the goods they handle. Transport businesses typically have high barriers to entry and, in many instances, have very few substitutes in their local markets. While these businesses have greater sensitivity to market prices and volume than our other operating segments, revenues are generally stable and, in many cases, are supported by contracts or customer relationships. The diversification within our transport segment mitigates the impact of fluctuations in demand from any particular sector, commodity or customer. Approximately 90% of our transport segment’s Adjusted EBITDA is supported by contractual or regulated revenues.
Our objectives for our transport segment are to provide safe and reliable service to our customers and to satisfy their growth requirements by increasing the utilization of our assets and expanding our capacity in a capital efficient manner. If we do so, we will be able to charge an appropriate price for our services and earn an attractive return on the capital deployed. Our performance can be measured by our revenue growth and our Adjusted EBITDA margin.
Our transport segment is comprised of the following:
Diversified Terminals
•11 terminals in U.K. and Australia facilitating global trade of goods, natural resources and commodities
•An approximately 30 million tonnes per annum (“mtpa”) LNG export terminal in the United States
•An 85 mtpa export facility in Australia
Rail
•115 short line and regional freight railroads comprising approximately 22,000 kilometers of track in North America and Europe
•Sole provider of rail network in southern half of Western Australia with approximately 5,500 kilometers of track and operator of approximately 4,800 kilometers of rail in Brazil
Toll Roads
•Approximately 3,800 kilometers of motorways in Brazil, Peru and India
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Diversified Terminals
Our diversified terminal operations are located primarily in the U.K. and Australia. Our U.K. port operation is one of the largest operators in the country by volume and is a statutory harbor authority (“SHA”) for the Port of Tees and Hartlepool in the north of the U.K. Our U.K. port’s status as the SHA gives it the right to charge vessel and cargo owners conservancy tariffs (toll-like dues) for the use of the River Tees. At our U.K. port operation, our revenue is generated from port handling services for bulk and container volumes. In addition, approximately 30% of our EBITDA is earned from conservancy and pilotage tariffs. Furthermore, we have a freehold land base of approximately 2,400 acres that is strategically located in close proximity to our port, which generates income from long-term property leases that account for approximately 50% of our EBITDA.
Our Australian operations include gateway container terminals in Australia’s four largest container ports, a regional city port, and storage, handling and logistics operations at 48 locations throughout Australia and New Zealand. The container terminal operations handled approximately 3.5 million Twenty-Foot Equivalent Units (“TEUs”) in 2022, with the storage, handling and logistics businesses handling approximately 21.6 million tonnes of bulk and general cargo, 23.7 million tonnes of forestry products and over 296,000 vehicles.
Our Australian export terminal comprises inloading, stockyard and outloading facilities that primarily handle metallurgical coal mined in the central Bowen Basin region of Queensland, Australia. Our terminal forms an essential component in the global steel production supply chain. The export terminal operation generates revenues under a regulatory regime that provides us with take-or-pay contracts. These contracts include: (i) a capacity charge that is allocated to users based on their contracted capacity and (ii) a fixed and variable handling charge associated with operating and maintaining the terminal. The capacity charge is paid by users irrespective of their volumes shipped through our terminal facility. The handling charge (both fixed and variable) is structured to be a complete pass through of the costs charged for terminal operations and maintenance. In October 2022, the business concluded pricing negotiations under its take-or-pay contracts with its customers which apply for the period from July 1, 2021 to June 30, 2031 (or contract expiry, if earlier).
Our U.S. LNG export terminal is located in Louisiana and is one of the largest LNG facilities in the world. The terminal includes six operational commercial liquefaction trains each capable of producing approximately 5 mtpa of LNG resulting in aggregate nominal production of approximately 30 mtpa of LNG. In addition, the terminal has five LNG storage tanks, two vaporizers, three marine berths and is authorized to export over 1,700 Bcf per year of domestically produced natural gas to countries around the world. Revenues are primarily generated from fixed price take-or-pay agreements with counterparties under contractual terms typically lasting approximately 20 years. Existing counterparties have a weighted average remaining contract length of approximately 15 years (plus extension rights) and represent approximately 85% of total production capacity.
Strategic Position
Our port operations are strategically located. In the U.K., Teesport is a large, deep-water port located in a well-developed industrial area in Northern England. The SHA status, as well as the established infrastructure which includes rail and road access, create barriers to entry for potential competitors.
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Our Australian container port terminals operate under long-term leases, with over 180 hectares of land within the ports of Melbourne, Sydney, Brisbane and Fremantle, the four largest container ports by TEU in Australia. Our storage, handling and logistics business benefits from geographic diversification, with operations at 48 sites across Australia and New Zealand. It provides services and integrated logistics solutions to customers from a diverse range of industries across the region, from agriculture, aluminum, automotive, forestry, food and beverage, mining, marine, oil and gas, major retail and resources.
Our Australian export terminal services the central Bowen Basin, which has high quality, low cost, prolific metallurgical coal deposits, and where our terminal operation is estimated to be the lowest cost option to access export markets given its rail advantaged location. We have take-or-pay contracts with some of the world’s largest mining companies that operate in the Bowen Basin. Our operation is fully contracted until June 2028 with customers having evergreen renewal options.
Our U.K. and Australian port operations have a number of long-term contracts with established counterparties, including large multinational corporations. The majority of our revenues are derived from customers with significant investment in industrial infrastructure at or within close proximity to these ports. Our Australian port operation’s main customers represent major shipping lines who utilize the multiple ports located nationally.
Our U.S. LNG export terminal is strategically located on the Gulf Coast allowing for convenient ingress and egress for vessels, near large gas production basins and well-connected to midstream transportation infrastructure. It is one of the largest LNG terminals in the world with competitive shipping capacity to Europe, South America and Asia. Existing customers are contracted under long-term take-or-pay agreements, globally diversified, and highly creditworthy. As a critical component of the global LNG supply chain, our terminal enables the export and distribution of a cleaner energy source which we believe is well-positioned to help displace coal and other high-carbon fossil fuels during the transition to more environmentally sustainable energy sources.
Regulatory Environment
Our U.K. port operation is unregulated, but its status as the SHA for the River Tees provides it with the statutory right to collect conservancy tariffs (toll-like dues) payable by vessel and cargo owners using the river and obligates it to maintain navigability of the waterway. The port has the statutory authority to set tariffs which are determined through consultation with users of the river and generally benefits from annual increases in line with inflation. Our Australian port operation conducts business in an unregulated environment.
Our Australian export terminal is regulated by the Queensland Competition Authority (“QCA”), under a light-handed regulatory framework which has applied since July 1, 2021. On 10 October 2022, the business concluded pricing negotiations under its take-or-pay contracts with its customers which apply for the period from July 1, 2021 to June 30, 2031 (or contract expiry, if earlier).
Our U.S. LNG export terminal is regulated by the Federal Energy Regulatory Commission (“FERC”) as well as the U.S. Department of Energy under the Natural Gas Act of 1938. FERC provides a regulated framework for shippers and natural gas pipeline owners to reach commercial agreement with customers under a maximum rate regime, and there is no periodic rate case obligation. The U.S. Department of Energy regulates commercial export volumes and provides fixed limits to countries, whether under free trade agreements with the U.S. or not.
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Growth Opportunities
Our U.K. port’s flexible, multi-purpose capacity positions it to benefit from numerous growth initiatives. The ongoing expansion of our container handling facilities, in addition to improvements to our quay and rail capacity, have driven new customer contracts for container cargo and bulk commodities and positioned our U.K. port operation to be the main entry point for container cargo destined for the northern England market. Similarly, our sizeable freehold land base, strategic location and extensive port infrastructure, has enabled us to attract new energy-related customers, which are investing significant capital to build new plant and equipment on our land. As these new investments are commissioned, we expect that our U.K. port operation will benefit from increased cargo handling revenue, property rental income and conservancy fees.
In Australia, we believe our port operations are well positioned to capitalize on increasing demand for bulk and general commodities. Further, over the past 39 years, our export terminal’s capacity has expanded from 15 mtpa to 85 mtpa to meet ongoing customer demand. We believe potential exists to further grow our operations. Our terminal is undergoing feasibility studies for a further expansion of the terminal which could increase capacity to approximately 100 mtpa, with potential for further expansion.
Our U.S. LNG export terminal has finalized several organic growth projects and continues to explore opportunities to increase throughput. Our terminal received regulatory approval to construct and operate an additional liquefaction train which achieved substantial completion in the first quarter of 2022 and commissioned an additional marine berth during the fourth quarter. We believe these projects will further strengthen our market position and the operating capabilities of the terminal.
Rail
Our North American rail business is comprised of approximately 22,000 kilometers of owned and leased rail infrastructure and over 5,000 kilometers of additional track that we access through various contractual arrangements. This rail infrastructure provides essential transportation infrastructure services predominantly in North America. Our North American rail revenues are derived from the haulage of freight based on a per car, per container or per tonne basis. Additional revenue is earned from port terminal railroad operations and industrial switching services. The business also owns the largest rail maritime intermodal operator and the second-largest freight rail provider in the U.K.
Our Australian rail network is comprised of approximately 5,500 kilometers of below rail track and related infrastructure in the southern half of Western Australia under a long-term lease with the State Government. There are approximately 27 years remaining on this lease and this rail system is a crucial transport link in the region. Our Australian rail operation’s revenue is derived from access charges paid by underlying customers, either directly or via the above rail operators. Stability of revenue is underpinned by rail transport being a relatively small yet essential component of the overall value of the commodities and freight transported, as well as the strong contractual framework that exists with underlying customers or the above rail operators.
Our Brazilian rail operations are part of an integrated system comprised of transshipment terminals, rail, port terminal operations, and approximately 25,000 locomotives and wagons. They provide below and above rail services for approximately 4,800 kilometers of track. Our Brazil rail operations are subject to a regulatory framework that establishes productivity standards, volume goals and price caps. There are approximately four years (with an option to renew for 30 years) and 15 years, respectively, remaining on the two rail concession agreements with the local government. Additional revenue is earned by offering complementary services including inland transshipment terminals and port services, which for the most part, are not subject to any tariff regimes.
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Strategic Position
Our North American rail business has global operations that span 43 U.S. states, four Canadian provinces, parts of Europe, and the U.K., in total serving approximately 3,000 customers, with no customer comprising more than 6% of the operations’ revenue. The business provides critical first and last mile rail services which connect large Class I railroad operators to their end customers. Our North American freight revenue is spread across numerous commodities, with no commodity making up more than 20% of total freight revenue.
Our Australian rail network is the only freight rail network providing access to the region’s six State Government-owned ports for minerals and grain, as well as interstate intermodal terminals connecting Western Australia with national and global markets. The majority of our customers are leading commodity exporters with the top 10 customers contributing approximately 94% of the operations’ revenue, through long dated track access contracts with approximately 70% fixed revenue.
Our Brazilian rail operations span nine states and operate in three main corridors serving Brazil’s center-north, center-east and center-southeast regions, including important agricultural and industrial regions in the country. Main sources of revenue are derived from grains, sugar, fertilizer, industrial and steel sectors and are generated from a diversified customer base.
Regulatory Environment
In the United States, our rail operations are subject to regulation by the United States Surface Transportation Board (“STB”), the Federal Railroad Administration (“FRA”), other federal agencies, and some state and local regulatory agencies.
We also own rail operations in Canada and the U.K. which are both subject to regulation by their respective regulatory agencies.
In Western Australia, the Economic Regulatory Authority (“ERA”) is the independent economic regulator responsible for, amongst other things, the gas, electricity, water and rail industries. For the rail industry, a legislated access regime exists with the ERA determining the revenue ceiling and floor boundaries by track segment for parties to negotiate within. These boundaries are established using a methodology based on a regulated rate of return on asset replacement value. Access seekers can elect whether to seek access under or outside the regulatory regime, with only one customer agreement currently subject to the access regime. Our Western Australian rail network operates on an open access basis consistent with the rail access regime and its lease obligations.
Our Brazilian rail concessions are governed by Brazil’s transportation regulator, Agência Nacional de Transportes Terrestres (“ANTT”), which is also responsible for the tariff regime in that country. In addition, we access rail networks controlled by Vale S.A., Brazil’s largest mining company, and other major Brazilian rail players, in arrangements governed by long-term agreements. The regulatory regime requires concession holders to provide open access to all track users. Since most of our port operations are privately held, they are not subject to regulated tariffs and are able to move third party cargo with no regulatory pricing limitations.
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Growth Opportunities
In North America, our strategy includes the acquisition or long-term lease of existing railroads, as well as investment in rail equipment and track infrastructure to increase capacity and grow revenues from new and existing customers. We believe that our portfolio of existing railroads provides unique opportunities to make contiguous short line railroad acquisitions, due to a higher number of touchpoints with other railroads. In each of our North American railroads, we seek to combine an entrepreneurial drive with local knowledge, excellent customer service and a safety culture that we view as critical to achieving our financial goals.
Our Australian rail operation is a critical component of the logistics chain in its region and is the backbone of freight transport in Western Australia. In many cases, it is the only mode of transportation for freight that is economically viable. As a result, we believe the business is well positioned to benefit from the economic growth in the region and the development of new agriculture or mining projects, which would require access to the rail network to facilitate export.
Our Brazilian rail business continues to execute on the R$4 billion capital investment program to upgrade and expand our integrated network. The expansion allows our rail business to capture volume growth by attracting cargo volumes that were transported by using more expensive alternatives such as trucks. Other projects such as the purchase of locomotives and wagons, improvements to rail infrastructure including inland terminals, railway and yards are ongoing with more investments into further logistical integration to be concluded in the upcoming years.
Toll Roads
Our toll road operations are comprised of urban and inter-urban highways in Brazil, Peru and India. Our Brazilian operations comprise of approximately 3,200 kilometers of inter-urban toll roads, located in the Southeast and South regions of Brazil crossing or connecting the states of São Paulo, Rio de Janeiro, Minas Gerais, Espírito Santo, Parana and Santa Catarina. Our Peruvian operations consist of 96 kilometers of existing roads and the greenfield construction of 19 kilometers of new roads, which together form three segments that are key transportation arteries in Lima. We have signed an agreement to sell our Indian operations that include approximately 515 kilometers of existing roads which form part of India’s most important national highways. Our toll road portfolio operates under long-term concessions with staggered maturities and an average remaining term of approximately 11 years.
Our toll roads are expected to generate stable, growing cash flows as a result of their strategic locations, favorable long-term economic trends in the countries where we operate and inflation-linked tariffs. These markets have all experienced significant economic growth over the last 20 years, leading to increased motorization rates and trade, which have driven increases in traffic volumes. We expect these trends to continue, resulting in significant future traffic growth.
Strategic Position
Our toll roads are critical infrastructure for the economies of Brazil, Peru and India. Our Brazilian toll roads are part of the inter-urban Brazilian toll road network, whose traffic is a mix of heavy industrial users and cars. Our roads are used in the transportation of agricultural, industrial and retail (e-commerce) goods, which represent a significant portion of Brazilian gross domestic product. Our Peruvian toll roads are key arteries within Lima’s road network that connect 23 districts and serve as the main access to the city from the north, south and east regions. Our Indian toll roads span the country and include some of India’s most important national highways.
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Regulatory Environment
Our Brazilian assets are governed by Agência Reguladora de Serviços Públicos Delegados de Transporte do Estado de São Paulo and ANTT, the São Paulo State and Federal regulators, respectively. The country has a widely developed toll road program, both at the Federal and State level, which has been in place for approximately 21 years. Brazilian concession agreements provide operators with annual tariff increases indexed to inflation and additional investments not considered in the initial concession agreements are compensated with real tariff increases or an extension of the concession period.
The concession for our Peruvian toll roads was granted by the Municipalidad Metropolitana de Lima (“MML”) and is supervised by MML’s municipal arm, Gerencia de Promoción de la Inversión Privada, through Fondo Metropolitano de Inversiones (“Invermet”). Invermet is responsible for overseeing maintenance, conservation, and construction activities. The concession agreement includes tariff increases linked to inflation.
Our Indian assets are governed by the National Highways Authority of India, which has been operational for approximately 34 years and has the responsibility to develop, maintain and manage the national highways vested or entrusted to it by the Central Government of India. Revenues at two of the five roads are derived from annuity concession payments, while the others earn revenue from traffic linked toll road tariffs. The annuity concession payments provide stable and predictable cash flows from a government related entity while the toll road tariffs are linked to inflation which is expected to benefit from India’s growing economy.
Growth Opportunities
We believe that long-term growth in the South American economies will trigger increases in traffic volumes. Coupled with tariff increases from inflation, this should drive significant future cash flow growth for our toll road businesses. In addition, we have the opportunity to improve existing roads and develop new roads as new and expiring concessions become available. These planned expansions should present opportunities for us to invest additional capital in these attractive markets, given the scale of our existing network.
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Overview
Our midstream segment is comprised of systems that provide natural gas transmission, gathering and processing, and storage services. Profitability is based on the volume and price achieved for the provision of these services. This operating segment is comprised of businesses that are subject to regulation, such as some of our natural gas transmission pipelines whose services are subject to price ceilings. Midstream businesses typically have high barriers to entry as a result of significant fixed costs combined with economies of scale or unique positions in their local markets. Although these businesses have greater sensitivity to market prices and volume than our utilities segment, revenues are typically contracted with varying durations and are relatively stable. Approximately 80% of our Midstream segments Adjusted EBITDA is supported by contractual or regulated revenues.
Our objectives for our midstream segment are to provide safe and reliable service to our customers and to satisfy their growth requirements by increasing the utilization of our assets and expanding our capacity in a capital efficient manner. If we do so, we will be able to charge an appropriate price for our services and earn a reasonable return on the capital deployed. Our performance can be measured by our revenue growth, our Adjusted EBITDA margin and our growth in AFFO.
Our midstream segment is comprised of the following:
•Approximately 15,000 kilometers of natural gas transmission pipelines in the United States
•Approximately 10,600 kilometers of pipelines which include long-haul, conventional and natural gas gathering pipelines in Canada
•17 natural gas and natural gas liquids processing plants, with approximately 5.7 Bcf per day of gross processing capacity in Canada
•Approximately 600 Bcf of natural gas storage in the United States and Canada
•525,000 tonnes per year of polypropylene production capacity in Canada
Midstream
Our midstream operations include approximately 15,000 kilometers of natural gas transmission and pipeline systems in the United States, significant natural gas storage capacity in the United States and Canada, one of the largest long-haul pipeline and natural gas gathering and processing portfolios in western Canada.
Our U.S. gas pipelines comprise one of the largest natural gas transmission systems in the United States, extending from the Gulf Coast in Texas and Louisiana up to Oklahoma, Chicago, and northern Indiana. The majority of revenues are generated under long-term take-or-pay contracts and we believe we are well positioned to benefit from forecasted increases in demand for energy security and decarbonization fuels.
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Our Canadian diversified midstream operation consists of seven pipeline systems, four facilities involved in the collection and processing of natural gas liquids, 19 million barrels of storage, and an integrated petrochemical facility. These assets are strategically located and supported by predictable long-term cash flows with highly creditworthy counterparties. Our liquids pipelines provide transportation services to key processing hubs and interconnected pipelines under take-or-pay and fee-for-service agreements which provide stable earnings. Our facilities business includes natural gas gathering systems and processing plants, interconnected pipelines and liquids handling in high demand regions. The majority of revenues within our facilities business are generated under fee-based contracts which limit commodity price exposure. Our integrated petrochemical facility benefits from accessible low-cost propane feedstock and long-term take-or-pay contracts including fixed capital tolls and cost pass-through mechanisms which limit price and volume exposure.
Our natural gas storage facilities are designed to reallocate excess natural gas supply from periods of low demand to periods of high demand. Our assets are located in key North American natural gas producing and consuming regions providing access to multiple end-use markets.
Our natural gas gathering and processing operations collect raw natural gas from our customers in the field for aggregation to centralized processing facilities, and remove impurities from the raw gas stream including water, carbon dioxide and hydrogen sulfide. These activities provide our customers with pipeline quality natural gas and natural gas liquids for sale in downstream markets. Our facilities are located in one of the highest producing natural gas regions in western Canada. We serve our customers through a mix of long-term fee-for-service and take-or-pay contracts with limited direct exposure to commodity price risk.
Strategic Position
Our U.S. gas pipeline system is one of the largest and most geographically extensive natural gas transmission pipeline networks in North America. It is the largest provider of natural gas transmission to the Chicago and northern Indiana markets and has significant interconnectivity with local distribution companies, natural gas liquefaction facilities along the Gulf Coast, industrial users and gas-fired power plants. The system is also well connected to other pipelines accessing additional downstream markets, which increases demand for our transportation and storage services.
Our Canadian diversified midstream operation is a large-scale diversified infrastructure provider including transportation services, processing facilities, and an integrated petrochemical facility. We believe our long-haul and gathering pipelines are strategically positioned to support customers with transportation of petroleum products from producing sites in the Western Canadian sedimentary basin to key market hubs. Our processing facilities collect and process natural gas, natural gas liquids, offgas, and other petrochemical products. They provide critical infrastructure to support the regions they serve, are capable of processing large volumes, and benefit from an integrated design which results in high volumes of product recoveries for our customers. Our integrated petrochemical facility is located in Western Canada and benefits from high volumes of propane production in the region which supplies low-cost feedstock to the complex. The complex is connected to existing rail infrastructure providing transport to end-users in North America.
We operate or contract for more than 600 Bcf of working gas capacity at our natural gas storage facilities which are located in the United States and Canada. Our Western Canadian natural gas gathering and processing operation has 13 operating facilities that are connected at strategic points on the North American natural gas transmission network with access to multiple end-use markets, which provide us and our customers with substantial liquidity to buy, sell and store natural gas.
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Our natural gas gathering and processing facilities are ideally situated to serve the Montney shale gas basin in northeast British Columbia (“B.C.”) and northwest Alberta. This basin continues to see significant industry development and represents one of the lowest supply cost regions in North America. Our facilities have diverse connectivity to major downstream markets including the U.S. Pacific Northwest, the U.S. Midwest, B.C. and Alberta through direct connections to long-haul pipelines. These markets are projected to continue exhibiting strong annual demand growth primarily driven by new industrial gas demands, including petrochemical expansions, and previously announced LNG export projects.
Regulatory Environment
Our midstream operations are subject to varied regulation that differs across our regions of operation. Our U.S. gas pipeline system, including its storage operations, and our natural gas storage investment in Texas are regulated by FERC under the Natural Gas Act of 1938. FERC provides a regulated framework for shippers and natural gas pipeline owners to reach commercial agreement with customers under a maximum rate regime, and there is no periodic rate case obligation. Additional physical operating regulations are imposed by the Pipeline and Hazardous Materials Safety Administration, an agency within the United States Department of Transportation.
Our Canadian pipeline operations and natural gas storage facilities are regulated by the Alberta Energy Regulator and Canadian Energy Regulator, which provide operational and environmental oversight. Our California natural gas storage facilities are subject to California Public Utilities Commission oversight and our Oklahoma facility is regulated by the Oklahoma Corporation Commission. These facilities are not subject to any economic regulation.
Our natural gas gathering and processing facilities in B.C. are regulated by the B.C. Oil and Gas Commission, the B.C. Ministry of Environment and the B.C. Utilities Commission and our facilities in Alberta are regulated by the Alberta Energy Regulator. These facilities are not subject to any economic regulation.
Growth Opportunities
Our Canadian diversified midstream business is progressing several growth opportunities intended to enhance and complement our existing product offerings. During 2022, we completed the construction of our petrochemical facility which is designed to produce 525,000 tonnes of polypropylene used in the manufacturing of a wide range of essential products. The plant will be commissioned in early 2023 and ramp-up production over the first half of the year. We are also progressing several strategic projects designed to improve connectivity of our transportation network and to improve efficiency of our processing facilities which will provide stable long-term cash flows.
Our gathering and processing operations continue to advance several customer driven growth initiatives supporting further development of the Montney resource in Northeast B.C. and Northwest Alberta. These capital projects include the expansion and optimization of existing gathering and processing assets and the creation of additional natural gas liquid extraction, processing and transportation solutions. All projects are underpinned by long-term take-or-pay contracts with high quality customers. With continued development of existing take-away capacity and LNG projects in B.C., we believe our business is well positioned to serve the growing requirements of our customer base in a cost-effective manner and benefit from future opportunities to deploy capital at attractive risk-adjusted returns as a result of changing supply and demand dynamics in North America.
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Overview
Our data segment is comprised of critical infrastructure servicing customers in the telecommunications, fiber and data storage sectors. Our data transmission and distribution operations provide essential services and infrastructure to the media broadcasting and telecom sectors, while our data storage operations provide high-performance physical hosting and infrastructure to enterprises ranging from small workloads to hyperscale deployments, as well as cloud consulting and engineering services. The majority of these services and access to infrastructure are contracted on a medium to long-term basis (up to 30 years) with inflation escalation mechanisms, leading to predictable recurring revenues and cash flows. Approximately 95% of our Data segment’s Adjusted EBITDA is supported by contractual or regulated revenues.
Our data transmission and distribution customer base includes large, prominent telecommunications companies in France, the U.K., the U.S., and India, and retail, wholesale and enterprise customers in New Zealand. Within our data storage operations, we have approximately 700 colocation customers, predominantly in the United States that are diversified across multiple industries, and global hyperscale customers in Asia Pacific and South America.
Our objectives for the data segment are to invest capital to enhance and expand our service offerings while providing safe, reliable and secure access to our properties. If we are able to achieve these objectives, we believe we will be able to attract new customers and maintain low levels of churn on existing customers. Our performance in both our data transmission and distribution and data storage businesses can be measured by the growth in revenues and Adjusted EBITDA margin improvements.
Our data segment is comprised of the following:
Data Transmission & Distribution
•Approximately 207,000 operational telecom towers in India, France, Germany, Austria, U.K. and New Zealand
•Approximately 46,600 kilometers of fiber optic cable located in France, Brazil and New Zealand
•Over 70 distributed antenna systems in the U.K.
•Approximately 881,000 fiber-to-the-premise (“FTTP”) connections in France and Australia
•Two semiconductor manufacturing facilities under construction in the United States
Data Storage
•50 data centers, with approximately 1.4 million square feet of raised floors located in five continents
•Approximately 230 megawatts of critical load capacity
Data Transmission & Distribution
Our data transmission and distribution businesses have approximately 207,000 operational telecom towers, 46,600 kilometers of fiber optic cable and two semiconductor manufacturing facilities under construction.
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In France, our telecommunications business is comprised of approximately 8,000 multi-purpose towers and active rooftop sites and 30,000 kilometers of fiber. The business can be divided into three segments: (i) telecom site hosting, (ii) wholesale fiber-to-the-home (“FTTH”) networks and (iii) television and radio broadcasting. Our customers (i) pay upfront and/or recurring fees to lease space on our towers to host their equipment, (ii) lease capacity on our fiber network to deliver ultra-fast broadband solutions to customers or (iii) pay us fees for transmitting television and radio content to end users.
In Germany and Austria, we have 40,000 multi-purpose towers and active rooftops. The business focuses on developing infrastructure for mobile network operators, broadcasters, and other institutions through their portfolio of towers, masts, rooftop sites, distributed antenna systems and small cells with more than 40% market share. Revenue is backed by a 30-year take-or-pay agreement with an investment grade counterparty.
Our U.K. telecom towers business is comprised of approximately 2,200 active towers and over 70 distributed antenna systems. The business can be divided into three segments: (i) telecom site hosting and services, (ii) indoor networks and (iii) fiber. Telecom site hosting is the core business which consists of renting space on our towers to mobile network operators. The indoor networks business deploys active neutral host network solutions using distributed antenna systems in high footfall venues such as shopping malls, stadiums and office blocks. The fiber business has secured two projects where it is contracted to deliver fiber-connected small cell networks for one of the U.K.’s largest test beds for connected autonomous vehicles.
Our integrated data distribution business in New Zealand provides broadband services to approximately 2.4 million connections and has approximately 1.5 million Internet of Things connections. The service offering is supported by a high-quality nationwide fiber infrastructure network which includes approximately 11,600 kilometers of fiber optic cable.
Our India telecom towers operation is comprised of a high-quality portfolio of approximately 155,000 well-maintained telecom tower sites and equipment that form the backbone of Reliance Jio, India’s largest cellular network operator’s (“Jio”) telecom business. The towers were recently constructed and strategically located for pan-India 4G coverage. Jio is an anchor tenant under a 30-year master services agreement. We intend to construct approximately 19,000 additional towers in 2023.
Our Australian data distribution business comprises the following business lines, namely: i) wholesale and infrastructure which is engaged in the design, installation, operation, maintenance, and wholesale sale of FTTP networks operating mainly in greenfield new housing developments in broadacre residential estates and multiple dwelling units, ii) enterprise which owns and operates a communications platform as a service (CPaaS) for businesses and wholesale customers which supplies premium voice and text services and iii) consumer and small business which operates as a reseller of telecommunications services to end customers.
Our semiconductor manufacturing facilities in the United States consist of two large-scale fabrication foundries in Arizona in partnership with Intel Corporation, one of the largest global semiconductor companies. The facilities are under construction and will manufacture leading-edge semiconductor chips once completed.
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Strategic Position
Our telecommunications business in France is the leading independent data infrastructure operator in the country with coverage across the French territories. Our coverage and location enable us to be a leader across all of the segments in which we operate. Its scale in telecommunications sites makes it the second largest independent tower operator in France and a preferred partner of mobile network operators. In television, it provides coverage to over 95% of the French population, one of Europe’s largest television markets. In radio, we are the reference provider for services in France with approximately 80% and 40% market share of public and commercial radio frequencies, respectively. Our business participated in the government-led initiative to provide lower population density areas in France with access to ultra-fast broadband through the deployment of FTTH networks. These investments in FTTH networks present a unique opportunity for our business to leverage its existing asset bases and technical expertise from operating a high-speed fiber backbone. After securing four tenders, we are currently engaged in the roll out and commercialization of fiber networks to over 730,000 households and businesses across France.
Our German and Austrian telecom towers operation is one of the largest in Europe with the potential to grow even larger through bolt-on acquisitions of further sites across Eastern Europe. It has built approximately 5,300 sites from 2017 to 2021, nearly 25% greater than the size of the next largest competitor’s programs. We believe the business has the opportunity to create additional value through adjacencies such as small cells, distributed antenna systems and edge data centers.
Our U.K. telecom towers business owns critical national infrastructure that enables mobile network operators to meet their government mandated coverage obligations. The location of our sites form an integral part of the telecommunication backbone in the U.K. and we believe are well-positioned to capture rural growth in data consumption. A significant investment has been made as part of the 4G rollout in the country which we believe means there is ample capacity for further leasing opportunities. Additionally, our over 70 distributed antenna systems make our business the market leader in the U.K. for indoor solutions.
Our integrated data distribution business in New Zealand is a leading mobile service provider in the country. It has an extensive integrated network, supporting approximately nearly all of the population with network coverage and is the second largest fixed broadband provider with approximately 21% market share. The business has launched the first commercial 5G service offering in the country in 2019 and was recently awarded New Zealand’s best mobile network by Umlaut, a global leader in mobile benchmarking. This should position the business well to capitalize on the growing data needs, as well as to capitalize on the market opportunities for fixed wireless broadband. During the period, the New Zealand business sold its passive mobile tower assets to an independent operator who will provide high-quality service over the next twenty years.
Our Indian telecom towers operation has exposure to the growing data consumption trend. India is one of the largest data consumers in the world, despite having only 72% of mobile subscribers in the region connected to 4G. In early October, service providers in India announced the launch of commercial 5G services. With aggressive 5G deployments by service providers, coupled with growing affordability and availability of 5G smartphones, 5G will represent around 53% of mobile subscriptions in the region at the end of 2028. The average traffic per smartphone has increased to 25GB per month in 2022, up from 18.4GB per month in 2021, and is projected to grow to around 54GB per month by 2028. Our anchor tenant Reliance Jio is the largest mobile network operator in India and is owned and controlled by Reliance Industries Limited, one of the largest companies in the country.
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Our Australian data distribution business is a market-leading constructor, owner and vertically integrated operator of fiber infrastructure and a provider of value-added telecommunications services in identified profitable niche markets. The business is the largest privately owned FTTP infrastructure owner and operator in Australia. The business constructs, owns and operates the fiber infrastructure for property developers, property owners and/or building managers and seeks to build this infrastructure across all property asset classes with a focus on greenfield property developments.
Our semiconductor manufacturing facilities in the United States will produce leading-edge semiconductor chips which will serve as the digital backbone of the global economy. Recent supply chain challenges and the increasing demand for leading-edge chip technology have catalyzed the onshoring of semiconductor manufacturing capabilities. Our semiconductor facilities will be jointly owned and funded with Intel Corporation and be a part of Intel’s integrated Ocotillo manufacturing campus in the State of Arizona which covers approximately 700 acres, making it one of the largest chip manufacturing sites in the world.
Our U.S. fiber business will leverage our experience as a global developer and operator of best-in-class data transmission and distribution infrastructure to identify attractive markets and efficiently develop open access fiber networks while minimizing construction and operating risk. We have signed our first wholesale access agreement with an internet service provider (“ISP”), which will serve as the anchor tenant for commercialization of the network in the initial markets. We anticipate that our long-term network utilization will be driven by a combination of our U.S. fiber business typically being the sole fiber broadband provider in each expansion market and expanding our relationships with scaled ISPs.
Regulatory Environment
Our telecommunications business in France is unregulated with pricing determined directly with the users of our tower infrastructure. Our FTTH networks have been granted under either 25-year concessions, 27-year concessions, or perpetual ownership frameworks, with the former benefiting from government subsidies. These networks are operated on a wholesale and open-access basis to help ensure commercialization by all internet service providers. Pricing is based on tariff guidelines published by the regulator which sets a price floor. In the television broadcast business, a small proportion of the sites (currently approximately 70) are considered to be non-replicable because either (i) they benefit from a strategic location, often on an elevated point or area where the construction of a second tower in practice would be very complex, (ii) the equipment attachment height is greater than 150 meters or (iii) a set of exceptional circumstances prevent the site from being replicated. On these sites the regulator considers the business to have significant market power and as a result regulates the prices that can be charged. In total, these regulated revenues account for approximately 42% of our television broadcast revenues. On the residual television sites, deemed replicable, access prices are subject to a price floor and cap established by the regulator.
Our telecommunications towers businesses in the U.K., Germany, Austria, and the data distribution business in New Zealand operate under relatively minimal regulatory frameworks. Contractual terms are determined directly with the users of our infrastructure. The less stringent regulatory environment enables these businesses to contract based on financial terms and solutions that best serve the needs of our customers.
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Our Indian telecom towers operation is regulated by the Department of Telecommunication (“DoT”) which grants IP-I registration to domestic telecom infrastructure providers. During 2021, the Indian government has amended the extant foreign direct investment (“FDI”) policy to allow for 100% FDI in Indian telecom companies under the automatic route. We expect that this amendment will boost investment and growth in the Indian telecom sector. While our operation must uphold DoT guidelines requiring us to share our tower capacity with eligible telecom operators and service providers, we have flexibility to negotiate contractual terms bilaterally at competitive rates.
Our Australian data distribution business operates in a highly regulated environment, with penalties for non-compliance, including undertakings or the imposition of substantial civil and criminal penalties. The business utilizes class license spectrum and is subject to and must comply with laws, regulations and government policies in relation to that use. The current regulatory framework governing the Australian National Broadband Network supports non-government enterprise organizations delivering fiber-based network infrastructure to Australian premises.
Our semiconductor manufacturing facilities in the United States highlight the increasing desire to onshore manufacturing of semiconductor technology. Federal support for the industry has been strong as demonstrated by U.S. Senate’s recent approval of the CHIPS Act which will provide up to $53 billion in funding to incentivize semiconductor design and manufacturing, including for projects such as our factories. The industry is unregulated and our commercial arrangement provides highly contracted cash flows to Brookfield Infrastructure and our partner.
Our U.S. fiber business operates under relatively minimal regulatory frameworks, with construction permitting requirements determined at the municipality level. There is meaningful U.S. federal support for the deployment of fiber broadband infrastructure, as demonstrated by the $65 billion in broadband funding contemplated in the Infrastructure Investment and Jobs Act.
Growth Opportunities
We see growth opportunities in the French telecommunications business as mobile network operators are expected to increase the coverage and capacity of their networks to support four main trends: (i) growing wireless data usage, (ii) next evolution of wireless standards, (iii) increased mobile network operator competition through network quality and reliability, and (iv) minimum spectrum license coverage obligations. We believe that the size and scope of our portfolio position us to take advantage of these favorable trends in France through construction and acquisition of additional assets. With regards to fiber, our existing tenders will be rolled out by end of 2023. We will continue to pursue, on a selective and measured basis, potential partnerships with large service providers to build out and operate segments of their network to achieve attractive risk-adjusted returns. We also seek to grow our fiber business outside of Europe, as we currently seek to provide fiber broadband to communities in the United States through the greenfield development of wholesale open access FTTH networks. Construction has commenced in our two inaugural markets.
In Germany and Austria, we intend to construct approximately 8,700 additional sites through to 2030 to meet demand in one of the fastest growing tower markets in Europe. The key objective for our telecommunications business is to actively participate in the expansion of telecom site hosting requirements of mobile network operators due to the increased demand for densification and to roll out and commercialize our fiber networks to low density population areas where we have secured tenders.
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We believe our U.K. telecom towers business is uniquely positioned to capture the expected growth in the U.K. market following the U.K. government’s 95% 4G coverage target by 2025. A significant portion of our towers are in rural areas and we consider them to be prime candidates for future colocation as there are limited sites in such areas. Furthermore, we believe that our indoor networks business has significant growth potential driven by (i) increased data demand, (ii) higher frequency 5G spectrum and (iii) limited deployment today as we estimate that only 30% of the addressable indoor market has a system in place.
We believe our integrated data distribution business in New Zealand has the opportunity for cost-led margin improvement, greater utilization of the infrastructure network assets and modest growth in average revenue per user.
Our Indian telecom towers operation has committed arrangements to construct an additional 19,000 towers over the next year which are supported by our anchor tenant Reliance Jio. Due to the locations of our towers and competitive rates, we offer attractive leasing capacity to other mobile network operators (“MNOs”) as well. We now have contractual arrangements with all 4 MNOs in India. We believe our strategic relationship with Reliance Jio and pan India presence of our towers will enable us to bring in more colocations from other leading MNOs of the country.
Our Australian data distribution business has completed delivery to 290,000 premises with a contracted book of a further 344,000 premises, in addition to future dwellings still to be planned and built. The business aspires to be the number one private FTTP provider for greenfield developments in Australia, to leverage its footprint to expand into other forms of access network infrastructure and to continually increase its network penetration.
We believe our semiconductor manufacturing facilities in the United States are well-positioned to capitalize on the favorable outlook for the semiconductor market. The investment should provide stable growth to our capital backlog. Once complete, our foundries will create a more resilient supply chain for the production of leading-edge chips utilized in diversified end uses. This first of its kind infrastructure investment could also serve as a template for future investment opportunities in the industrial manufacturing sector.
We believe our U.S. fiber business is well-positioned to enter new markets in the U.S., where a significant number of households remain underserved or unserved by fiber-based broadband solutions. In addition to the construction of our two inaugural markets, we have compiled a backlog of attractive additional premises across the U.S. that are best suited for fiber upgrades.
Data Storage
Our data storage operations provide colocation services and cloud hosting capacity, offering customers secure and reliable space and power within our portfolio of data centers for their essential information technology infrastructure needs. In nearly all cases, our customers pay an upfront installation fee and recurring monthly fees for services. As a result, we are able to earn a stable, recurring revenue stream and an attractive return on capital. Our data center portfolio is comprised of 50 data centers, with approximately 1.4 million square feet of raised floors, and 230 MWs of critical load capacity.
Strategic Position
Our North American data storage business is a carrier neutral colocation provider in the United States with operations in most major cities. Our facilities provide best-in-class connectivity options, catering to retail colocation, enterprise and hyperscale customers.
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Our Asia Pacific data storage business is an owner and operator of three data center facilities in Australia. The data centers have a combined utilization of 74% and a weighted average remaining contract life of 7 years, servicing a range of customers from small retailers to Australian and global investment grade companies. The business commenced construction in New Zealand with the first facility now fully leased. We believe the business is well positioned to capture growth opportunities associated with increasing demand for data storage across the region.
Our South American data storage business is based in Brazil and is the leading data center infrastructure company in Latin America. All of our South American data centers are connected, within each respective country, by a wide-ranging and dedicated fiber-optic network, which is designed to ensure high capacity connections between our sites and the main cloud providers worldwide.
In India, we have entered into a partnership with Digital Realty for the development of a high quality hyperscale data center platform. We believe India is a high growth data market with data center capacity expected to increase two-fold from 770MW in 2022 to approximately 1.5GW by 2025. We have acquired our first land parcel in India with capacity of 102MW and have commenced construction of first phase of 20MW.
Regulatory Environment
Our data storage operations in North America, Asia Pacific and South America conduct business in an unregulated environment. The fact that our businesses are not regulated enables them to contract based on financial terms and solutions that best serve the needs of our customers.
Growth Opportunities
We see both in-market expansions and acquisitions as growth opportunities for our data storage businesses. In-market expansions are expected to be driven by favorable long-term trends in data communications and transmission, which should lead to growing demand for our services. We believe that our size and presence in key markets positions us well to benefit from these trends through selective expansion projects. In addition, the data center market remains highly fragmented, which we believe will result in opportunities to further expand our presence through strategic acquisitions. We recently secured an investment in a data center construction project in the Netherlands with a planned capacity of approximately 100MW upon completion. The project is expected to provide a sustainable alternative to traditional data centers, using exclusively renewable power and recycling the waste heat produced by operations.
General Operating Matters
Acquisition Strategy
Over the past few years, we have established operating segments with scale in the utilities, transport, midstream and data sectors. As we look to grow our businesses, we primarily target acquisitions that utilize existing operating segments to acquire high quality assets that we can actively manage to achieve a total return of 12% to 15% per annum, and extend our operations into new geographies in which Brookfield has a presence. We intend to utilize our existing liquidity and capital recycling program to fund acquisitions and prudently access capital markets if capital deployment exceeds our expectations. As we grow our asset base, we expect to primarily target acquisitions in the following infrastructure sectors:
•Utilities: electricity, gas and water distribution, commercial and residential energy infrastructure; and transmission operations;
•Transport: railroads, container terminals and facilities, toll roads and airports;
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•Midstream: pipelines and gathering, processing and storage operations; and
•Data: integrated or stand-alone data operations, telecommunication towers, fiber networks and data centers.
An integral part of our acquisition strategy is to participate along with institutional investors and Brookfield-sponsored private funds that target acquisitions that suit our profile. We intend to focus on transactions and partnerships where Brookfield has sufficient influence or control to deploy our operations-oriented approach. Brookfield has a strong track record of leading such investments.
Brookfield has agreed that it will not sponsor transactions that are suitable for us in the infrastructure sector unless we are given an opportunity to participate. See Item 7.B “Related Party Transactions—Relationship Agreement”. Since Brookfield has large, well-established operations in real estate and renewable power that are separate from us, Brookfield will not be obligated to provide us with any opportunities in these sectors.
Capital Recycling Strategy
One of the key sources of capital in our partnership’s overall funding plan are proceeds from the disposition of mature assets. We believe that the re-investment of proceeds from the sale of mature, de-risked businesses into higher yielding investment strategies is one of the best ways to enhance returns for unitholders. Capital recycling also provides an alternative form of funding, that supplements capital raises in the public debt and equity markets. Our partnership has established a strong track record of recycling capital through the full or partial divestment of 22 businesses since inception. These sales have generated over $7 billion of total proceeds which represents a significant premium to our partnership’s previously recorded carrying value.
Intellectual Property
Our partnership and the Holding LP have each entered into a Licensing Agreement with Brookfield
pursuant to which Brookfield has granted a non-exclusive, royalty-free license to use the name “Brookfield” and the Brookfield logo. Other than under this limited license, we do not have a legal right to the “Brookfield” name and the Brookfield logo in the United States and Canada. Brookfield may terminate the Licensing Agreement immediately upon termination of our Master Services Agreement and it may be terminated in the circumstances described under Item 7.B “Related Party Transactions - Licensing Agreement”.
Governmental, Legal and Arbitration Proceedings
Our partnership may be named as a party in various claims and legal proceedings which arise in the ordinary course of business. Our partnership has not been in the previous 12 months and is not currently subject to any material governmental, legal or arbitration proceedings which may have or have had a significant impact on our partnership’s financial position or profitability nor is our partnership aware of such proceedings that are pending or threatened.
Employees
Our General Partner does not employ any of the individuals who carry out the management and activities of our business, other than employees of our operating subsidiaries. Instead, members of Brookfield’s senior management and other individuals from Brookfield are drawn upon to fulfill the Service Providers’ obligations to provide us with management services under our Master Services Agreement. For a discussion of the individuals that are involved in Brookfield Infrastructure, see Item 6.A “Directors and Senior Management”. Our operating subsidiaries currently employ approximately 52,000 individuals globally.
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Environmental, Social and Governance (“ESG”) Management
Grounded in Brookfield Infrastructure’s history as owners and operators of real assets, strong ESG management has always been a fundamental part of our investment and asset management approach. We believe that having a robust ESG strategy is crucial for us to create productive, profitable businesses over the long-term, creating value for our unitholders.
ESG management is integrated into the full asset life cycle beginning with initial due diligence, through the acquisition, operational oversight and ultimately the sales process. We understand that good governance is essential to sustainable business operations. From our Board of Directors to the CEOs of our portfolio companies, there is complete leadership engagement and alignment in the implementation of our ESG program at Brookfield Infrastructure:
•Board of Directors: Our Board of Directors oversee strategy and priorities, monitor the performance of our portfolio companies, and approve global policies. Brookfield Infrastructure’s Board of Directors has ultimate oversight of our ESG strategy and receive regular updates on ESG initiatives throughout the year. The Board discusses Brookfield Infrastructure’s approach to ESG matters within its business activities on a quarterly basis.
•Executive Management: Our executive management team is responsible for determining, implementing and overseeing company-wide strategy.
•ESG Asset Management: Our asset management team includes personnel with ESG specific expertise who are responsible for implementing ESG strategy. This group is led by our Chief Risk Officer & Head of ESG.
•Portfolio Company CEO: The CEO of each portfolio company is responsible for the preparation and implementation of an ESG strategy and five-year plan aligned with our ESG priorities and principles.
The diverse nature of this group, with their varying expertise and backgrounds, ensures there is a wide range of representation from across the business. Brookfield Infrastructure’s ESG program is additionally overseen by the Governance and Nominating Committee of Brookfield, which receives regular updates on ESG initiatives throughout the year from each business group.
2022 Highlights
In 2022, Brookfield and our partnership made progress on a number of initiatives as part of our continued effort to strengthen ESG practices.
We continue to focus on climate change mitigation and adaptation, and our priority is to support reducing scope 1 and 2 greenhouse gas (“GHG”) emissions across our investments where we have financial control, and when possible, align our disclosures with recommendations from the Task Force on Climate-related Financial Disclosures (“TCFD”). We have made progress in a number of areas:
•Emissions Reporting and Measurement: We maintained our attention on the measurement and reporting of GHG emissions, as well as other relevant environmental metrics, by delivering environmental KPI training, tailored to each individual sector and asset type, across our portfolio companies. This training will enhance disclosure across our portfolio and provide us with insights on how to improve our collection, analysis and reporting processes going forward.
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•Net Zero Asset Managers (“NZAM”) Commitment: To further progress our commitment to support the transition to a net zero carbon economy, Brookfield, submitted its 2030 net zero interim target, setting its commitment to reduce emissions by two-thirds by 2030 across $147 billion (approximately one-third) of assets under management (“AUM”) from a 2020 base-line year. Brookfield has submitted its NZAM interim progress report to the CDP which outlines Brookfield’s implementation of its commitment and progress towards its goal of net-zero GHG emissions by 2050 or sooner. The report is publicly available on the Brookfield website.
•Portfolio Company Engagement: We engaged with all of our businesses to identify emission reductions initiatives that are in place and obtained several examples of current industry-leading technologies being implemented. Beyond current state, our businesses are exploring future-looking technologies that can solidify their role in a lower-carbon future, while also creating value for investors. Some of the key trends noted across our portfolio include electrification, carbon capture technologies, hydrogen and general upgrades made through capital deployment.
•Climate Risk & Opportunities: We continue to monitor our alignment with leading frameworks such as the Sustainability Accounting Standards Board (“SASB”) guidance and the TCFD to confirm that best practices are incorporated throughout our due diligence process and ownership period of our portfolio companies. We are finalizing a portfolio company screening-level scenario analysis with a third-party consultant in line with the TCFD implementation roadmap we developed in 2020. This enabled us to better understand our physical and transition risks faced by our portfolio companies. The results reaffirmed the resiliency of our assets and will allow us to enhance our strategy for climate change mitigation. Expanding on the above, we have engaged a consultant to expand on our screening-level scenario analysis to perform a deep dive on select assets; we will leverage these learnings across our portfolio during 2023.
As part of Brookfield’s ongoing social initiatives, we have focused on ensuring we have the widest funnel to attract the most talented and driven individuals across the countries we operate in. As we have done throughout our organization’s history, we continue to emphasize a merit based culture that provides opportunities for all highly motivated employees to develop the necessary skills to be successful in their careers at Brookfield. In 2022, we updated our annual ESG metrics with a more robust approach to diversity that will provide better insight into the demographics of our portfolio company workforce and diversity in positions of influence. Where possible, based on our ownership, we have increased gender diversity on our portfolio companies’ board of directors, seeking to have female representation on the board of each of our portfolio companies. Currently approximately 80% of companies are meeting this objective, compared to approximately 25% at the end of 2020. Further progress on our diversity, equity and inclusion initiatives are included within Brookfield’s 2022 ESG Report, which can be found on their website.
We have also continued to enhance our governance processes through ongoing engagement with leading ESG framework organizations to ensure our reporting and protocols are aligned with evolving best practices. Our portfolio companies continue to adopt their own industry-relevant standards and certifications to further contribute to the development of our ESG program. This year, to reinforce our commitment to conducting business in an ethical manner, we formally expanded our approach to protecting human rights in our supply chain through the implementation of enhanced policies and procedures.
The health and safety of employees, including contractors, is integral to our success. This is why we target zero serious safety incidents and encourage a culture of safe practice and leadership for our portfolio companies.
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Brookfield Infrastructure’s portfolio companies practice high governance standards. Key elements include a code of conduct, an anti-bribery and corruption policy, an independent and anonymous whistleblower hotline, and supporting controls and procedures. These standards are designed to meet or exceed all applicable requirements.
Brookfield Infrastructure’s portfolio companies are also actively involved in various ESG initiatives. Below are a few examples of key initiatives at the portfolio company level:
•Our Canadian midstream business, Inter Pipeline, recognizes that their largest customers are committed to net zero by 2050. To support this, environmental initiatives in place include operating facilities that recycle refinery byproduct (“offgas”) and reducing direct emissions through electrification and pipeline compression. Efficiency programs and offgas facilities have generated emission reductions of approximately 1.8 million mtCO2e from 2016-2021. Inter Pipeline continues to receive Emission Performance Credits as a result of emission reductions to date.
•We believe our 2022 acquisition of our Australian regulated utility business, AusNet, is making a meaningful impact on Australia’s power grid through its work in the state of Victoria. AusNet is currently working to deliver a critical upgrade to the Victoria transmission network through the buildout of 200 kilometers of new transmission lines under the “Western Renewable Link” project. This project is expected to contribute to the transition from coal to sustainable, affordable and reliable renewable energy by connecting large scale wind and solar power generation hubs in the west of Victoria to more than half a million homes. AusNet is working with surrounding local communities on the project to understand priority needs and establish a mutually beneficial relationship. This includes developing a framework to include a community fund and making in-kind contributions to community energy projects. Alongside this build out of transmission lines to connect renewable energy, AusNet is working to support the Australian government’s 2030 renewable energy target and 2050 net-zero target through initiatives such as their partnership with the “Victorian Big Battery” network to develop Australia’s largest battery for energy storage at 300MW which will increase energy security in the surrounding area.
•Ensuring that all people have access to the digital world is a key priority for our New Zealand data distribution business, Vodafone NZ. In 2021, Vodafone NZ and the Vodafone Foundation partnered to develop a device equity program for digitally excluded high school students, signed on to InternetNZ’s “Five-Point Plan for Digital Inclusion,” supporting the ability to reliably connect the underprivileged and small businesses. Vodafone NZ also launched affordable smart phones and low-cost connectivity plans to increase digital equity and access to the digital world.
•Our North American gas storage business, Rockpoint, has entered an innovative agreement to receive Responsibly Sourced Gas, certified under Equitable Origin's EO100TM Standard. This standard is an independent assessment of criteria related to ESG factors, including Indigenous People's rights, climate change, biodiversity and others. The agreement is designed to connect customers to responsible gas producers who are committed to ESG leadership.
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Overview of ESG & the Investment Process
Brookfield employs a framework of having a common set of ESG principles across its business, while at the same time recognizing that the geographic and sector diversity of our portfolio requires a tailored approach. In 2022, we developed a global ESG Policy that formalizes our practices related to operationalizing our ESG principles. This document codifies our longstanding commitment to integrating ESG considerations into our decision-making and day-to-day asset management activities. These principles are reviewed annually and updated on an as-needed basis by our executive management, who are responsible for determining, implementing and overseeing company-wide ESG strategy. Any changes must be approved by our Board of Directors. Our ESG policy outlines our approach to ESG which is based on the following guiding principles:
•Mitigate the impact of our operations on the environment
◦Strive to minimize the environmental impact of our operations and improve our efficient use of resources over time
◦Support the goal of net zero greenhouse gas emissions by 2050 or sooner
•Ensure the well-being and safety of employees
◦Operate with leading health and safety practices to support the goal of zero serious safety incidents
◦Foster a positive work environment based on meritocracy, valuing diversity and zero tolerance for workplace discrimination, violence, or harassment
•Uphold strong governance practices
◦Operate to the highest ethical standards by conducting business activities in accordance with our Code of Business Conduct and Ethics
◦Maintain strong stakeholder relationships through transparency and active engagement
•Be good corporate citizens
◦Ensure the interests, safety and well-being of the communities in which we operate are integrated into our business decisions
◦Support philanthropy and volunteerism by our employees
ESG management is embedded throughout Brookfield Infrastructure’s investment process, starting with the due diligence of a potential investment through to the exit process. During the due diligence phase, we utilize our operating expertise and Brookfield’s ESG Due Diligence Guidelines, which integrates guidance by the SASB, to identify material ESG risks and opportunities relevant to a potential investment. In completing these initial assessments, we utilize internal experts and, as needed, third-party consultants.
To ensure ESG considerations are fully integrated in the due diligence phase, our investment team outlines the merits of the transaction and disclosing potential risks, mitigants and opportunities. Senior management discusses material ESG issues and potential mitigation strategies, including but not limited to, bribery and corruption risks, health and safety risks, and legal risks, as well as environmental and social risks.
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Post-acquisition, the management teams at our portfolio companies are accountable for the preparation and implementation of ESG initiatives within their operations. Tailored integration plans are created by those teams to ensure any material ESG-related risks identified during diligence are prioritized. This is consistent with our overall approach to overseeing our businesses and it ensures full alignment between responsibility, authority, experience and execution. This approach is particularly important given the wide range of industries and locations in which we invest that require tailored ESG risk identification and management systems to mitigate unique risks and capitalize on distinct opportunities. Given the size of our portfolio, our businesses execute a significant number of ESG initiatives on an annual basis.
The above initiatives and our continued ESG practices are highlighted within our Brookfield Infrastructure annual ESG Report, which can be accessed on the Responsibility section of our website. We believe our report exemplifies the continued progress we are making in elevating our ESG initiatives, as well as the related commitment to transparency.
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4.C ORGANIZATIONAL STRUCTURE
Organizational Charts
The chart below presents a summary of our ownership and organizational structure. Please note that on this chart all interests are 100% unless otherwise indicated and “GP Interest” denotes a general partnership interest and “LP Interest” denotes a limited partnership interest. These charts should be read in conjunction with the explanation of our ownership and organizational structure below and the information included under Item 4.B “Business Overview,” Item 6.C “Board Practices” and Item 7.B “Related Party Transactions.”
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(1)Brookfield’s general partner interest is held through Brookfield Infrastructure Partners Limited, a Bermuda company that is wholly−owned by Brookfield.
(2)Brookfield’s special general partner interest is held through Brookfield Infrastructure Special L.P., a Bermuda limited partnership, the sole general partner of which is Brookfield Infrastructure Special GP Limited, a Bermuda company that is a subsidiary of the Asset Management Company, which is owned 75% by Brookfield Corporation and 25% by Brookfield Asset Management.
(3)Brookfield’s economic interest in our partnership is approximately 27.1% on a fully exchanged basis.
(4)Brookfield’s limited partnership interest in the Holding LP, held in Redeemable Partnership Units, is redeemable for cash or exchangeable for our units in accordance with the Redemption-Exchange Mechanism, which could result in Brookfield eventually owning approximately 29.8% of our partnership’s issued and outstanding units assuming exchange of the Redeemable Partnership Units (and including the issued and outstanding units that Brookfield currently also owns). See Item 10.B “Memorandum and Articles of Association—Description of the Holding LP’s Limited Partnership Agreement—Redemption—Exchange Mechanism.”
(5)The Service Providers provide services to the Service Recipients pursuant to the Master Services Agreement. The Service Providers are subsidiaries of the Asset Management Company, which is owned 75% by Brookfield Corporation and 25% by Brookfield Asset Management.
(6)Brookfield has provided an aggregate of $20 million of working capital to certain Holding Entities through a subscription for preferred shares. See Item 4.C “Organizational Structure—The Holding LP and Holding Entities”.
(7)Holders of BIPC’s class B shares hold a 75% voting interest in BIPC. BIPC’s class C shares are non-voting.
(8)Holders of BIPC’s exchangeable shares hold a 25% voting interest in BIPC. As of December 31, 2022, Brookfield and its affiliates own approximately 11.8% of the issued and outstanding BIPC exchangeable shares and the remaining approximate 88.2% is held by public investors.
(9)As of December 31, 2022, our partnership had outstanding 458,380,315 units. An equal number of Managing General Partner Units are held by our partnership in the Holding LP. Additionally, as of December 31, 2022, there were 110,567,671 BIPC exchangeable shares outstanding.
Our Partnership
We own and operate high quality, essential, long-life assets in the utilities, transport, midstream and data sectors across North and South America, Asia Pacific and Europe. We focus on assets that have contracted and regulated revenues that generate predictable and stable cash flows.
Our partnership is a Bermudian exempted limited partnership that was established on May 21, 2007 and spun off from Brookfield on January 31, 2008. See Item 4.D “Property, Plant and Equipment” for information regarding our partnership’s head office.
Our partnership’s sole material asset is its managing general partnership interest and preferred limited partnership interest in the Holding LP. Our partnership serves as the Holding LP’s managing general partner and has sole authority for the management and control of the Holding LP. Our partnership anticipates that the only distributions that it will receive in respect of our partnership’s managing general partnership interest and preferred limited partnership interest in the Holding LP will consist of amounts that are intended to assist our partnership in making distributions to our unitholders in accordance with our partnership’s distribution policy, to our preferred unitholders in accordance with the terms of our preferred units and to allow our partnership to pay expenses as they become due. The declaration and payment of cash distributions by our partnership is at the discretion of our General Partner. Our partnership is not required to make such distributions and neither our partnership nor our General Partner can assure you that our partnership will make such distributions as intended.
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Brookfield and the Service Providers
Brookfield’s economic interest in our partnership is approximately 27.1% on a fully-exchanged basis.
Brookfield Infrastructure has appointed affiliates of Brookfield Corporation as Service Providers to provide certain management, administrative and advisory services, for a fee, under the Master Services Agreement. In connection with the special distribution, the Master Services Agreement was amended to account for BIPC receiving management services comparable to the services provided to us by the Service Providers.
Brookfield Corporation is focused on deploying its capital on a value basis and compounding it over the long term. This capital is allocated across its three core pillars of asset management, insurance solutions and its operating businesses. Employing a disciplined investment approach, Brookfield Corporation leverages its deep expertise as an owner and operator of real assets, as well as the scale and flexibility of its capital, to create value and deliver strong risk-adjusted returns across market cycles.
Brookfield Asset Management is a global alternative asset manager with approximately $800 billion of assets under management across real estate, infrastructure, renewable power and transition, private equity and credit. It invests client capital for the long-term with a focus on real assets and essential service businesses that form the backbone of the global economy. It offers a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. It draws on Brookfield’s heritage as an owner and operator to invest for value and seeks to generate strong returns for its clients, across economic cycles.
Brookfield’s global alternative asset management business is owned 75% by Brookfield Corporation and 25% by Brookfield Asset Management through their ownership of common shares of the Asset Management Company.
Brookfield has approximately 1,200 investment professionals and 195,000 operating employees in more than 30 countries around the world. Our partnership’s operating subsidiaries currently employ approximately 52,000 individuals globally. Brookfield’s strategy is to combine best-in-class operating segments and transaction execution capabilities to acquire and invest in targeted assets and actively manage them in order to achieve superior returns on a long-term basis.
To execute our vision of being a leading owner and operator of high quality infrastructure assets that produce an attractive risk-adjusted total return for our unitholders, we will seek to leverage our relationship with Brookfield and in particular, its operations-oriented approach, which is comprised of the following attributes:
•strong business development capabilities, which benefit from deep relationships within, and in-depth knowledge of, its target markets;
•technical knowledge and industry insight used in the evaluation, execution, risk management and financing of development projects and acquisitions;
•project development capabilities, with expertise in negotiating commercial arrangements (including offtake arrangements and engineering, procurement and construction contracts), obtaining required permits and managing construction of network upgrades and expansions, as well as greenfield projects;
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•operational expertise, with considerable experience optimizing sales of its products and structuring and executing contracts with end users to enhance the value of its assets; and
•development and retention of the highest quality people in its operations.
Our partnership does not employ any of the individuals who carry out the current management of our partnership. The personnel that carry out these activities are employees of Brookfield, and their services are provided to our partnership or for our benefit under the Master Services Agreement. For a discussion of the individuals from Brookfield’s management team that are expected to be involved in our infrastructure business, see Item 6.A “Directors and Senior Management—Our Management.”
Our General Partner
Our General Partner serves as our partnership’s general partner and has sole authority for the management and control of our partnership, which is exercised exclusively by its board of directors in Bermuda. Our partnership’s managing general partnership interest in the Holding LP, which consists of Managing General Partner Units, entitles our partnership to serve as the Holding LP’s managing general partner, with sole authority for management and control of the Holding LP, which is exercised exclusively through the board of directors of our General Partner.
See also the information contained in this annual report on Form 20-F under Item 3.D “Risk Factors—Risks Relating to Our Partnership Structure,” Item 3.D “Risk Factors—Risks Relating to our Relationship with Brookfield,” Item 6.A “Directors and Senior Management,” Item 7.B “Related Party Transactions,” Item 10.B “Memorandum and Articles of Association—Description of Our Units, Preferred Units and Our Limited Partnership,” Item 10.B “Memorandum and Articles of Association—Description of the Holding LP’s Limited Partnership Agreement” and Item 7.A “Major Shareholders.”
The Holding LP and Holding Entities
Our partnership indirectly holds its interests in operating entities through the Holding LP and the Holding Entities. The Holding LP owns all of the common shares of the Holding Entities. Brookfield has provided an aggregate of $20 million of working capital to certain Holding Entities through a subscription for preferred shares of such Holding Entities. These preferred shares are entitled to receive a cumulative preferential dividend equal to 6% of their redemption value as and when declared by the board of directors of the applicable Holding Entity and are redeemable at the option of the Holding Entity, subject to certain limitations, at any time after the tenth anniversary of their issuance. Except for the preferred share of our primary U.S. Holding Entity, which is entitled to one vote, the preferred shares are not entitled to vote, except as required by law.
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Brookfield Infrastructure Corporation
BIPC was incorporated under the Business Corporations Act (British Columbia) on August 30, 2019. BIPC’s head office is located at 250 Vesey Street, 15th Floor, New York NY 10281 and the registered office is located at 1055 West Georgia Street, Suite 1500, P.O Box 11117, Vancouver, British Columbia V6E 4N7. The BIPC exchangeable shares were distributed to existing unitholders of the partnership pursuant to a special distribution on March 31, 2020. BIPC was established by Brookfield Infrastructure as a vehicle to own and operate certain infrastructure assets on a global basis. Its current operations consist principally of the ownership and operation of regulated gas transmission systems in Brazil, of regulated distribution operations in the United Kingdom and a regulated utility in Australia, but upon Brookfield’s recommendation and allocation of opportunities to BIPC, it is intended that BIPC will seek acquisition opportunities in other sectors with similar attributes and in which an operations-oriented approach to create value can be deployed.
Infrastructure Special LP
The Infrastructure Special LP is entitled to receive incentive distributions from the Holding LP as a result of its ownership of Special General Partner Units of the Holding LP. See Item 7.B “Related Party Transactions—Incentive Distributions.”
The following table sets forth for each of our partnership’s significant subsidiaries, the jurisdiction of incorporation and the percentage ownership held by our partnership as of December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Defined Name | | Name of entity | | Jurisdiction of
Organization | | Ownership
Interest (%) | | Voting
Interest (%) |
| | | |
| Holding LP | | Brookfield Infrastructure L.P.(1) | | Bermuda | | 70 | | 100 |
| | | | | | | | |
| | | | | | | | |
| Canadian diversified midstream operation | | Inter Pipeline Ltd.(2) | | Canada | | 56 | | 100 |
U.K. regulated distribution operation | | BUUK Infrastructure No 1 Limited(3) | | U.K. | | 80 | | 80 |
| Brazilian regulated gas transmission operation | | Nova Transportadora do Sudeste S.A.(3) | | Brazil | | 31 | | 92 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1)Ownership interest held directly by our partnership.
(2)Ownership interest held indirectly by the Holding LP.
(3)Ownership interest held indirectly through BIPC.
4.D PROPERTY, PLANT AND EQUIPMENT
Our partnership’s principal office and its registered office is at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda, and is subject to a lease expiring on December 31, 2024. We do not directly own any real property.
See also the information contained in this annual report on Form 20-F under Item 3.D “Risk Factors—Risks Relating to Our Operations and the Infrastructure Industry—All of our infrastructure operations may require substantial capital expenditures in the future,” “—Investments in infrastructure projects prior to or during a construction or expansion phase are likely to be subject to increased risk,” “—All of our operating entities are subject to changes in government policy and legislation,”, Item 5 “Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 18 “Financial Statements” regarding information on Property, Plant and Equipment on a consolidated basis.
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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)
Performance Targets and Key Measures
We target a total return of 12% to 15% per annum on the infrastructure assets that we own, measured over the long term. We intend to generate this return from the in-place cash flows from our operations plus growth through investments in upgrades and expansions of our asset base, as well as acquisitions. We determine our distributions to unitholders based primarily on an assessment of our operating performance. Funds From Operations (“FFO”) is used to assess our operating performance and can be used on a per unit basis as a proxy for future distribution growth over the long term. In addition, we have performance measures that track the key value drivers for each of our operating segments. See the “Segmented Disclosures” section of this MD&A for more detail.
Performance Measures Used by Management
To measure performance, we focus on net income, an International Financial Reporting Standards (“IFRS”) measure, as well as certain non-IFRS measures, including FFO, Adjusted Funds from Operations (“AFFO”), adjusted EBITDA (“Adjusted EBITDA”) and invested capital (“Invested Capital”), along with other measures.
FFO
To measure performance, among other measures, we focus on net income as well as FFO. We define FFO as net income excluding the impact of depreciation and amortization, deferred income taxes, mark-to-market on hedging items and other income (expenses) that are not related to the revenue earning activities and are not normal, recurring cash operating items necessary for business operations.
FFO includes balances attributable to the partnership generated by investments in associates and joint ventures accounted for using the equity method and excludes amounts attributable to non-controlling interests based on the economic interests held by non-controlling interests in consolidated subsidiaries.
FFO is a measure of operating performance that is not calculated in accordance with, and does not have any standardized meaning prescribed by IFRS as issued by the International Accounting Standards Board (“IASB”). FFO is therefore unlikely to be comparable to similar measures presented by other issuers. FFO has limitations as an analytical tool. Specifically, our definition of FFO may differ from the definition used by other organizations, and is different than the definition of Funds from Operations used by the Real Property Association of Canada (“REALPAC”) and the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”), in part because the NAREIT definition is based on U.S. GAAP, as opposed to IFRS.
AFFO
We define AFFO as FFO less capital expenditures required to maintain the current performance of our operations (maintenance capital expenditures). AFFO is a measure of operating performance that is not calculated in accordance with, and does not have any standardized meaning prescribed by, IFRS. AFFO is therefore unlikely to be comparable to similar measures presented by other issuers and has limitations as an analytical tool.
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Adjusted EBITDA
In addition to FFO and AFFO, we focus on Adjusted EBITDA, which we define as net income excluding the impact of interest expense, depreciation and amortization, income taxes, mark-to-market on hedging items and other income (expenses) corresponding to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating items necessary for business operations.
Adjusted EBITDA includes balances attributable to the partnership generated by investments in associates and joint ventures accounted for using the equity method and excludes amounts attributable to non-controlling interests based on the economic ownership interests held by non-controlling interests in consolidated subsidiaries.
Adjusted EBITDA is a measure of operating performance that is not calculated in accordance with, and does not have any standardized meaning prescribed by, IFRS. Adjusted EBITDA is therefore unlikely to be comparable to similar measures presented by other issuers. Adjusted EBITDA has limitations as an analytical tool.
Invested Capital
Invested Capital, which tracks the amount of capital that has been contributed to our partnership, is a measure we utilize to assess returns on capital deployed, relative to targeted returns. Investment decisions are based on, amongst other measures and factors, targeted returns on Invested Capital of 12% to 15% annually over the long term. We define Invested Capital as partnership capital removing the following items: non-controlling interest - in operating subsidiaries, retained earnings or deficit, accumulated other comprehensive income and ownership changes. We measure return on Invested Capital as AFFO, less estimated returns of capital on operations that are not perpetual in nature, divided by the weighted average Invested Capital for the period. Our partnership completes our estimate of returns of capital by reviewing the cash flow profile over the economic useful life of limited life businesses as underwritten, and estimating the percentage of cash flows generated in a given year. This percentage is then applied to our invested capital to determine how much capital we believe was returned in the current year.
Invested Capital is a measure of operating performance that is not calculated in accordance with, and does not have any standardized meaning prescribed by, IFRS. Invested Capital is therefore unlikely to be comparable to similar measures presented by other issuers. Invested Capital has limitations as an analytical tool.
Benefits and Uses of Non-IFRS Measures
We believe our presentation of FFO, AFFO, Adjusted EBITDA and Invested Capital are useful to investors because it supplements investors’ understanding of our operating performance by providing information regarding our ongoing performance that excludes items we believe do not directly affect our operations. Our presentation of FFO, AFFO, Adjusted EBITDA and return on Invested Capital also provide investors enhanced comparability of our ongoing performance across periods.
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In deriving FFO and AFFO, we add back depreciation and amortization to net income. Specifically, in our financial statements we use the revaluation approach in accordance with IAS 16, Property, Plant and Equipment, whereby depreciation expense is determined based on a revalued amount, thereby reducing comparability with our peers who do not report under IFRS as issued by the IASB or who do not employ the revaluation approach to measuring property, plant and equipment. We add back deferred income taxes on the basis that we do not believe this item reflects the present value of the actual tax obligations that we expect to incur over our long-term investment horizon. Finally, we add back the impact of mark-to-mark on hedging items and other income (expenses) corresponding to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating items necessary for business operations.
To provide a supplemental understanding of the performance of our business and to enhance comparability across periods and relative to our peers we utilize Adjusted EBITDA. Adjusted EBITDA excludes the impact of interest expense and income taxes to assist in assessing the operating performance of our business by eliminating for the effect of its current capital structure and tax profile.
While FFO provides a basis for assessing current operating performance, it does not take into consideration the cost to sustain the operating performance of our partnership’s asset base. In order to assess the long-term, sustainable operating performance of our businesses, we observe that investors take into account the impact of maintenance capital expenditures to derive AFFO, in addition to FFO.
For a reconciliation of net income to FFO, AFFO, Adjusted EBITDA and Partnership Capital to Invested Capital, see the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A.
Distribution Policy
Our distributions are underpinned by stable, highly regulated and contracted cash flows generated from operations. Our partnership’s objective is to pay a distribution that is sustainable on a long-term basis. Our partnership has set its target payout ratio target at 60-70% of FFO. In sizing what we believe to be a conservative payout ratio, we typically retain approximately 15-20% of AFFO that we utilize to fund some or all of our internally funded growth capital expenditures.
The following table presents our partnership’s payout ratios over the past three years: | | | | | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 | |
Net income attributable to our partnership(1) | | $ | 407 | | | $ | 1,093 | | | $ | 394 | | |
| Funds from Operations (FFO) | | 2,087 | | | 1,733 | | | 1,454 | | |
| Adjusted Funds from Operations (AFFO) | | 1,701 | | | 1,412 | | | 1,173 | | |
Distributions(2) | | 1,418 | | | 1,257 | | | 1,134 | | |
FFO payout ratio(3) | | 68 | | % | 73 | | % | 78 | | % |
AFFO payout ratio(4) | | 83 | | % | 89 | | % | 97 | | % |
(1) Includes net income attributable to limited partners, the general partner, non-controlling interests - Redeemable Partnership Units held by Brookfield, non-controlling interests - Exchangeable units and non-controlling interests - BIPC exchangeable shares.
(2)Includes partnership distributions and partnership preferred distributions.
(3)FFO payout ratio is defined as distributions (inclusive of GP incentive and preferred unit distributions) divided by FFO.
(4)AFFO payout ratio is defined as distributions (inclusive of GP incentive and preferred unit distributions) divided by AFFO
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Current year FFO and AFFO payout ratios have been impacted by the following factors:
•Strong organic growth of 10% reflecting elevated inflation, volume growth across our transport segment and earnings associated with capital commissioned over the last twelve months
•Net positive contribution from our asset rotation program, including the contribution from our Canadian diversified midstream operation which was acquired in the second half of 2021
Our 2022 FFO and AFFO payout ratios were 68% and 83%, respectively. Our 2021 and 2020 payout ratios were impacted by the timing related to deployment of capital raised in our November 2021 equity offering and the volatility in the Brazilian real in 2020.
On March 31, 2020, our partnership completed the previously announced creation of Brookfield Infrastructure Corporation (“BIPC”) with a special distribution (the “special distribution”) of class A exchangeable subordinate voting shares of BIPC (“BIPC exchangeable shares”). Each of our unitholders of record on March 20, 2020 received one BIPC exchangeable share for every nine units held.
On June 10, 2022, Brookfield Infrastructure completed a three-for-two split of our units, BIPC exchangeable shares, Exchange LP Units, and BIPC exchangeable LP units, by way of a subdivision whereby unitholders/shareholders received an additional one-half of a unit/share for each unit/share held. Brookfield Infrastructure’s preferred units were not affected by the 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. All historical unit and share counts, as well as per unit/share disclosures have been adjusted to effect for the change in units due to the splits. Distributions per unit/share were adjusted for the impact of the special distribution and unit/share split.
Our partnership’s annual distribution is reviewed with the board of directors of our General Partner in the first quarter of each year giving consideration to the following:
•The results from the prior year as well as the budget for the upcoming year and the 5-year business plan based on our partnership’s share of FFO generated by our assets
•Our partnership’s group-wide liquidity and its ability to fund committed capital investments
In light of the current prospects for our business, the board of directors of our General Partner approved a 6% increase in our quarterly distribution to $0.3825 per unit (or $1.53 per unit annualized), starting with the distribution to be paid in March 2023, with a proportionate increase made by the board of directors of BIPC to holders of BIPC exchangeable shares. This increase reflects the forecasted contribution from our recently commissioned capital projects, continued levels of elevated inflation as well as the expected cash yield on acquisitions that we closed in the past year. Distributions have grown at a compound annual growth rate of 8% over the last 10 years. We target 5% to 9% annual distribution increase in light of the per unit growth we foresee in our operations.
Basis of Presentation
Our consolidated financial statements are prepared in accordance with IFRS, as issued by the IASB. Our consolidated financial statements include the accounts of Brookfield Infrastructure and the entities over which it has control. Brookfield Infrastructure accounts for investments over which it exercises significant influence or joint control, but does not control, using the equity method.
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Our partnership’s equity interests include units held by public unitholders, Redeemable Partnership Units held by Brookfield, BIPC exchangeable shares held by public shareholders and Brookfield, as well as Exchange LP Units and BIPC Exchangeable LP Units held by public shareholders. Our units and the Redeemable Partnership Units have the same economic attributes in all respects, except that the Redeemable Partnership Units provide Brookfield the right to request that its units be redeemed for cash consideration. In the event that Brookfield exercises this right, our partnership has the right, at its sole discretion, to satisfy the redemption request with our units, rather than cash, on a one-for-one basis. As a result, Brookfield, as holder of Redeemable Partnership Units, participates in earnings and distributions on a per unit basis equivalent to the per unit participation of the limited partnership units of our partnership. However, given the redeemable feature referenced above, we present the Redeemable Partnership Units as a component of non-controlling interests.
In addition, Exchange LP, a subsidiary of our partnership, issued Exchange LP Units in connection with the privatization of Enercare Inc. in October 2018. Exchange LP Units provide holders with economic terms that are substantially equivalent to those of our units and are exchangeable, on a one-for-one basis, for our units. Given the exchangeable feature, we present the Exchange LP Units as a separate component of non-controlling interests.
On March 31, 2020, our partnership completed the creation of BIPC with the special distribution. Each unitholder of record on March 20, 2020 received one BIPC exchangeable share for every nine units held. Holders of BIPC exchangeable shares have the right to exchange all or a portion of their shares for one unit per BIPC exchangeable share held or its cash equivalent on a fixed-for-fixed basis. BIPC or the partnership, as applicable, each have the ability to satisfy exchange requests by holders of BIPC exchangeable shares in units instead of cash. Additionally, the partnership has the ability to exchange all BIPC exchangeable shares for units at our election, on a fixed-for-fixed basis. As a result of the share characteristics, we present the BIPC exchangeable shares as a component of non-controlling interests.
In the third and fourth quarters of 2021, BIPC Exchange LP, a subsidiary of our partnership, issued BIPC Exchangeable LP Units in connection with the acquisition of our Canadian diversified midstream operation. BIPC Exchangeable LP Units provide holders with economic terms that are substantially equivalent to those of a BIPC exchangeable share and are exchangeable, on a one-for-one basis, for BIPC exchangeable shares. Given the exchangeable feature, we present the BIPC Exchangeable LP Units as a component of non-controlling interests.
When we discuss the results of our operating segments, we present Brookfield Infrastructure’s share of results for operations accounted for using consolidation and the equity method, in order to demonstrate the impact of key value drivers of each of these operating segments on our partnership’s overall performance. As a result, segment revenues, costs attributable to revenues, other income, interest expense, depreciation and amortization, deferred taxes, fair value adjustments and other items will differ from results presented in accordance with IFRS as they (1) include Brookfield Infrastructure’s share of earnings (losses) from investments in associates and joint ventures attributable to each of the above noted items, and (2) exclude the share of earnings of consolidated investments not held by Brookfield Infrastructure apportioned to each of the above noted items. However, net income for each segment is consistent with results presented in accordance with IFRS.
Our presentation currency and functional currency is the U.S. dollar.
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5.A OPERATING RESULTS
Consolidated Results
In this section we review our consolidated performance and financial position as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020. Further details on the key drivers of our operations and financial position are contained within the “Segmented Disclosures” section of this MD&A.
The following table summarizes the financial results of Brookfield Infrastructure for the years ended December 31, 2022, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | |
| US$ MILLIONS, EXCEPT PER UNIT INFORMATION | | For the year ended December 31, |
| Summary Statements of Operating Results | | 2022 | | 2021 | | 2020 |
| Revenues | | $ | 14,427 | | | $ | 11,537 | | | $ | 8,885 | |
| Direct operating costs | | (10,510) | | | (8,247) | | | (6,548) | |
| General and administrative expenses | | (433) | | | (406) | | | (312) | |
| Interest expense | | (1,855) | | | (1,468) | | | (1,179) | |
| Share of earnings from investments in associates and joint ventures | | 12 | | | 88 | | | 131 | |
| Other income | | 92 | | | 1,749 | | | 234 | |
| Mark-to-market on hedging items | | 202 | | | 80 | | | (16) | |
| | | | | | |
| Income tax expense | | (560) | | | (614) | | | (291) | |
Net income | | 1,375 | | | 2,719 | | | 904 | |
Net income attributable to our partnership(1) | | 407 | | | 1,093 | | | 394 | |
Net income per limited partnership unit(2) | | $ | 0.14 | | | $ | 1.16 | | | $ | 0.23 | |
(1)Includes net income attributable to limited partners, the general partner, non-controlling interests - Redeemable Partnership Units held by Brookfield, non-controlling interests - Exchangeable units and non-controlling interests - BIPC exchangeable shares.
(2)Net income per limited partnership unit has been adjusted to reflect the impact of the special distribution and unit split.
2022 vs. 2021
For the year ended December 31, 2022, we reported net income of $1,375 million, of which $407 million ($0.14 per unit) was attributable to our partnership. This compares to net income of $2,719 million for the year ended December 31, 2021, of which $1,093 million ($1.16 per unit) was attributable to our partnership. Current year results benefited from contributions associated with recent acquisitions, organic growth across our base business, and gains from our corporate foreign currency hedging programs. In addition, dispositions of businesses in the current year generated approximately $110 million of gains net to the partnership. Prior year results included gains from dispositions of several businesses that, in aggregate, contributed approximately $1.1 billion of gains net to the partnership.
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Revenues for the year ended December 31, 2022 were $14,427 million, which represents an increase of $2,890 million compared to the year ended December 31, 2021. Our midstream segment contributed additional revenues of $2,147 million predominantly as a result of our Canadian diversified midstream operation acquired late 2021. Our utilities segment generated additional revenue of $837 million as a result of inflation indexation and additions to the rate base, partially offset by the impact of the disposition of our North American district energy operations and the sale of our U.K. smart meter portfolio mid-2021. Revenues from our data segment increased by $206 million, primarily as a result of organic growth at our Indian telecom towers operation. Revenues from our transport segment increased by $136 million due to higher tariffs and storage revenues, partially offset by the disposition of our Chilean toll road operation in November 2021. Overall, these increases were partially offset by foreign exchange impact of $436 million across our segments, as most of the currencies in which we operate depreciated against the U.S. dollar relative to 2021.
Direct operating costs for the year ended December 31, 2022 were $10,510 million, which represents an increase of $2,263 million compared to the year ended December 31, 2021. The current period includes $2,038 million of incremental costs (including depreciation) attributable to recent acquisitions and $767 million of incremental costs associated with organic growth initiatives. The impact of recent dispositions and foreign exchange decreased our U.S. dollar costs by $542 million.
General and administrative expenses totaled $433 million for the year ended December 31, 2022, an increase of $27 million compared to the same period in 2021. This line item primarily consists of the annual base management fee that is paid to Brookfield, which is equal to 1.25% of our partnership’s market value plus preferred units outstanding and net recourse debt. The increase from the prior year is due to an increase in the market value of our securities.
Interest expense for the year ended December 31, 2022 was $1,855 million, an increase of $387 million compared to the same period in 2021. Interest expense increased primarily as a result of additional borrowings associated with acquisitions completed in the latter half of 2021, funding organic growth, and repayment of $1 billion of deferred consideration at our Brazilian regulated gas transmission business in April 2022. These increases were partially offset by the impact of dispositions completed during the year.
Our partnership’s share of earnings from investments in associates and joint ventures was $12 million for the year ended December 31, 2022, representing a decrease of $76 million relative to the same period in 2021. Contributions from the disposition of a portfolio of telecom towers at our New Zealand data distribution business, strong performance at our U.S. LNG export facility, and organic growth were more than offset by the loss of earnings associated with the sale of a 25% interest in our U.S. gas pipeline in March 2021 and the acquisition of an additional interest in three Brazilian electricity transmission businesses in the prior year, resulting in a change in the basis of accounting from the equity method to consolidation. As a result, earnings generated by these businesses have been consolidated within our Consolidated Statements of Comprehensive Income.
Other expense was $92 million for the year ended December 31, 2022, compared to income of $1,749 million during the year ended December 31, 2021. Current year results include $0.1 billion of gains associated with the sale of five concessions at our Brazilian electricity transmission business and our North American container terminal operation. Prior year results included disposition gains totaling approximately $2.1 billion associated with the sale of our Chilean toll road operation, U.S. district energy business, Canadian district energy business, and the smart meters portfolio at our U.K. regulated distribution business, partially offset by accretion expense, asset retirement obligations, and transaction costs associated with completed acquisition.
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Mark-to-market gains on hedging items for the year ended December 31, 2022 were $202 million compared $80 million for the year ended December 31, 2021. Amounts in both the current and comparative periods consist of mark-to-market movements relating to foreign exchange hedging activities at the corporate level and commodity contracts at our midstream business. The gain in the current year mainly resulted from the depreciation of several of the currencies we hedge relative to the U.S. dollar.
Income tax expense for the year ended December 31, 2022 was $560 million compared to $614 million from the prior year. Prior year results included $178 million of deferred tax expense associated with an increase in the future U.K. income tax rate from 19% to 25%. Removing the impacts of the increase in the U.K. tax rate in the prior year, income tax expense increased as a result of higher taxable income reported by our business this year.
2021 vs. 2020
For the year ended December 31, 2021, we reported net income of $2,719 million, of which $1,093 million was attributable to our partnership. This compared to net income of $904 million for the year ended December 31, 2020, of which $394 million was attributable to our partnership. December 31, 2021 results reflected strong operating performance and organic growth across our portfolio, in addition to the initial contribution from growth capital deployed during the year. Net income for the year ended December 31, 2021 also included gains associated with the disposition of several businesses completed during the year, most notably the sale of our district energy portfolio. These positive factors were partially offset by an increase in future U.K. tax rates, which led to the recognition of a non-recurring deferred tax expense during 2021.
Revenues for the year ended December 31, 2021 were $11,537 million, which represented an increase of $2,652 million compared to the year ended December 31, 2020. Revenues from our midstream segment increased by $1,147 million predominantly as a result of the acquisition of our Canadian diversified midstream operation, operational strength and preparedness of our gas storage business through the extreme weather conditions experienced in the U.S. during the first quarter of 2021, and organic growth. Revenues from our data segment increased by $882 million, primarily as a result of the acquisition of our Indian telecom tower operation, which partially contributed to 2020. Our utilities segment contributed additional revenue of $475 million as a result of inflation indexation and additions to the rate base. These increases were partially offset by the impact of the disposition of our North American district energy operations and the sale of our U.K. smart meter portfolio. While we experienced the benefits of higher volumes across our transport investments, revenues decreased by $22 million as a result of the disposition of our Chilean toll road operation in November 2021 and the partial disposition and deconsolidation of our Australian export terminal in December 2020. Foreign exchange increased our U.S. dollar revenues by $170 million, as most of the currencies in which we operate appreciated against the U.S. dollar relative to 2020.
Direct operating costs for the year ended December 31, 2021 were $8,247 million, which represents an increase of $1,699 million compared to the year ended December 31, 2020. The 2021 period included $1,550 million of incremental costs attributable to recent acquisitions and $300 million of incremental costs associated with organic growth initiatives and our annual revaluation process. Foreign exchange increased our U.S. dollar costs by $163 million. These increases were partially offset by the impact of deconsolidating our Australian export terminal and the disposition of several businesses in 2021.
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General and administrative expenses totaled $406 million for the year ended December 31, 2021, an increase of $94 million compared to the same period in 2020. This line item primarily consists of the annual base management fee that is paid to Brookfield, which is equal to 1.25% of our partnership’s market value plus preferred units outstanding and net recourse debt. The increase in 2021 was due to a higher trading price of our units and equity issued during the year to fund the privatization of our Canadian diversified midstream operation and upcoming growth initiatives.
Interest expense for the year ended December 31, 2021 was $1,468 million, an increase of $289 million compared to the same period in 2020. Interest expense increased primarily as a result of additional asset-level borrowings associated with acquisitions completed during 2021, partially offset by the impact of the dispositions.
Our partnership’s share of earnings from investments in associates and joint ventures was $88 million for the year ended December 31, 2021, representing a decrease of $43 million relative to the same period in 2020. Current year results benefited from the full year contribution of our U.S. LNG export terminal and a change in the basis of accounting for our Australian export terminal. These benefits were more than offset by the loss of earnings associated with the sale of a 25% interest in our U.S. gas pipeline in March 2021.
Other income was $1,749 million for the year ended December 31, 2021, compared to $234 million during the year ended December 31, 2020. Current year income includes gains recognized on the disposition of 25% of our interest in our U.S. gas pipeline, our North American district energy operations, our Chilean toll road operations and our smart meters portfolio in the U.K. These gains were partially offset by accretion expenses associated with the deferred consideration at our Brazilian regulated gas transmission business and asset retirement obligations, transaction costs associated with recently completed acquisitions and refinancing initiatives.
Mark-to-market losses on hedging items for the year ended December 31, 2021 were $80 million compared to loss of $16 million for the year ended December 31, 2020. Amounts in both 2021 and 2020 consisted of mark-to-market movements relating to foreign exchange hedging activities at the corporate level and commodity contracts at our North American gas storage operations. The results for the year ended December 31, 2021 also included valuation gains from commodity contracts at our Canadian diversified midstream operation.
Income tax expense for the year ended December 31, 2021 was $614 million compared to $291 million for the year ended December 31, 2020. The increase was due to a higher U.K. income tax from 19% to 25% which resulted in $147 million of additional charges during the second quarter of 2021, compared to $31 million in the first quarter of 2020, when the future U.K. income tax rate changed from 17% to 19%. Income tax expense further increased from 2020 as a result of an increase in the future Colombian income tax rate from 31% to 35%, which resulted in $30 million of additional charges during the third quarter of 2021. Organic growth, acquisitions net of dispositions, and foreign exchange contributed $146 million of incremental expenses during the year ended December 31, 2021.
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The following table summarizes the statement of financial position of Brookfield Infrastructure for the years ended December 31, 2022 and December 31, 2021:
| | | | | | | | | | | | | | |
| US$ MILLIONS | | As of |
| Summary Statements of Financial Position Key Metrics | | December 31, 2022 | | December 31, 2021 |
| Cash and cash equivalents | | $ | 1,279 | | | $ | 1,406 | |
| Property, plant and equipment | | 37,291 | | | 38,655 | |
| Intangible assets | | 11,822 | | | 14,214 | |
| Total assets | | 72,969 | | | 73,961 | |
| Corporate borrowings | | 3,666 | | | 2,719 | |
| Non-recourse borrowings | | 26,567 | | | 26,534 | |
| Total liabilities | | 47,415 | | | 47,570 | |
| Limited partners’ capital | | 5,372 | | | 5,702 | |
| General partner’s capital | | 27 | | | 31 | |
Non-controlling interest—Redeemable Partnership Units held by Brookfield | | 2,263 | | | 2,408 | |
Non-controlling interest—BIPC exchangeable shares | | 1,289 | | | 1,369 | |
Non-controlling interest—Exchangeable units(1) | | 72 | | | 85 | |
Non-controlling interest—perpetual subordinated notes | | 293 | | | — | |
| Non-controlling interest—in operating subsidiaries | | 15,320 | | | 15,658 | |
| Preferred unitholders | | 918 | | | 1,138 | |
Partnership’s capital attributable to the partnership(2) | | 9,023 | | | 9,595 | |
| Total partnership’s capital | | 25,554 | | | 26,391 | |
(1)Includes non-controlling interest attributable to Exchange LP Units and BIPC Exchangeable LP Units.
(2)Includes partnership capital attributable to limited partners, the general partner, non-controlling interests - Redeemable Partnership Units held by Brookfield, non-controlling interests - Exchangeable units and non-controlling interests - BIPC exchangeable shares.
Total assets were $73.0 billion at December 31, 2022, compared to $74.0 billion at December 31, 2021. Acquisitions completed in 2022 and organic growth initiatives increased consolidated assets by $7.2 billion. These increases were offset by the impact of dispositions completed during the year, foreign exchange and depreciation and amortization, which reduced total assets by $2.2 billion, $3.8 billion and $2.2 billion, respectively.
During the year ended December 31, 2022, property, plant and equipment decreased from $38.7 billion to $37.3 billion as the impact of capital additions, recently completed acquisitions, and revaluation gains were more than offset by foreign exchange losses and depreciation expense. Intangible assets decreased from $14.2 billion to $11.8 billion primarily due to asset dispositions of $1.5 billion, assets reclassified as held for sale of $0.6 billion, amortization expense of $0.6 billion and the impacts of foreign exchange, partially offset by additions from recently completed acquisitions.
Corporate borrowings increased to $3.7 billion at December 31, 2022, compared to $2.7 billion at December 31, 2021. The increase is primarily attributable to the issuance of approximately $960 million of medium-term notes and net draws on our corporate credit facility of $96 million. These increases were partially offset by the impact of foreign exchange.
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Non-recourse borrowings increased by $33 million from December 31, 2021 due to $2.5 billion of incremental borrowings, partially offset by the derecognition of $0.6 billion of borrowings associated with the sale of five Brazilian electricity transmission concessions and $0.4 billion of borrowings classified as held for sale. The impact of foreign exchange further reduced our non-recourse borrowings denominated in U.S. dollar terms by $1.6 billion.
Our partnership capital decreased by $0.6 billion to $9.0 billion as at December 31, 2022. The decrease is primarily attributable to distributions paid to our unitholders, partially offset by income generated from operations.
Foreign Currency Translation
Due to the nature of our global operations, current period financial results are impacted by foreign currency movements. The most significant currency exchange rates that impact our business are shown in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period End Rate | | Average Rate |
| As of December 31, | | For the year ended December 31, |
| 2022 | | 2021 | | 2020 | | 2022 vs 2021 | | 2021 vs 2020 | | 2022 | | 2021 | | 2020 | | 2022 vs 2021 | | 2021 vs 2020 |
| Canadian dollar | 0.7382 | | 0.7913 | | 0.7853 | | (7) | % | | 1 | % | | 0.7688 | | 0.7979 | | 0.7465 | | (4) | % | | 7 | % |
| Brazilian real | 0.1917 | | 0.1792 | | 0.1924 | | 7 | % | | (7) | % | | 0.1936 | | 0.1854 | | 0.1939 | | 4 | % | | (4) | % |
| British pound | 1.2083 | | 1.3532 | | 1.3670 | | (11) | % | | (1) | % | | 1.2366 | | 1.3758 | | 1.2840 | | (10) | % | | 7 | % |
| Australian dollar | 0.6813 | | 0.7262 | | 0.7694 | | (6) | % | | (6) | % | | 0.6947 | | 0.7513 | | 0.6910 | | (8) | % | | 9 | % |
| Indian rupee | 0.0121 | | 0.0134 | | 0.0137 | | (10) | % | | (2) | % | | 0.0127 | | 0.0135 | | 0.0135 | | (6) | % | | — | % |
As at December 31, 2022, our consolidated partnership capital of $25.6 billion was invested in the following currencies: Canadian dollars - 37%, United States dollars - 21%, Australian dollars - 11%, British pounds - 9%, Indian rupees - 8%, Brazilian reais - 6%, and other currencies - 8%. As a result of our currency hedging program, 61% of our partnership capital is effectively denominated in U.S. dollars. With the exception of the Brazilian real, period end rates relative to the U.S. dollar at the end of 2022 were lower than December 31, 2021 for our most significant non-U.S. dollar investments, which decreased the carrying values of the assets and liabilities of our operations in these regions.
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The following table disaggregates the impact of foreign currency translation on our partnership capital by the most significant non-U.S. currencies:
| | | | | | | | | | | | | | | | | | | | | | | |
| For the year ended December 31, | |
| US$ MILLIONS | 2022 | | 2021 | | 2020 | | | | | | |
| Canadian dollar | $ | (589) | | | $ | 67 | | | $ | 52 | | | | | | | |
| British pound | (344) | | | (14) | | | 103 | | | | | | | |
| Indian rupee | (345) | | | (77) | | | 27 | | | | | | | |
| Australian dollar | (178) | | | (117) | | | 245 | | | | | | | |
| Brazilian real | 167 | | | (244) | | | (1,043) | | | | | | | |
| Other | (76) | | | (128) | | | 100 | | | | | | | |
| (1,365) | | | (513) | | | (516) | | | | | | | |
Currency hedges(1) | 473 | | | 121 | | | (32) | | | | | | | |
| $ | (892) | | | $ | (392) | | | $ | (548) | | | | | | | |
| Attributable to: | | | | | | | | | | | |
| Unitholders | $ | (155) | | | $ | (143) | | | $ | (365) | | | | | | | |
| Non-controlling interests | (737) | | | (249) | | | (183) | | | | | | | |
| $ | (892) | | | $ | (392) | | | $ | (548) | | | | | | | |
(1)Includes net investment and cash flow hedges for foreign currencies of subsidiaries and associates and excludes cash flow hedges for interest rates.
The impact of foreign currency translation on partnership capital, including those attributable to non-controlling interests for the twelve-month period ended December 31, 2022 was a reduction to partnership capital of $892 million.
We use financial contracts and locally denominated debt to hedge most foreign currency exposures. We are largely hedged against the Australian, Canadian, European, British, and New Zealand currencies. As a result, the impact of currency movements was partially offset by gains and losses recognized on our currency hedges.
Average currency exchange rates impact revenues and net income in U.S. dollars from non-U.S. operations on a comparative basis. During the year ended December 31, 2022, the average foreign exchange rate of the major currencies we operate in, with the exception of the Brazilian real, weakened relative to the U.S. dollar, decreasing revenue and net income in U.S. dollars.
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SEGMENTED DISCLOSURES
In this section, we review the results of our principal operating segments: utilities, transport, midstream, data and corporate. Key metrics and measures are presented in accordance with our partnership’s share of the underlying results, taking into account Brookfield Infrastructure’s ownership in operations accounted for using the consolidation and equity methods, whereby our partnership either controls or exercises significant influence or joint control over its investments. See the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A for a discussion of the importance of our partnership’s presentation, the limitations associated with such information and a reconciliation of segment results to our partnership’s statement of operating results in accordance with IFRS.
Results of Operations
The following table presents our partnership’s share of the key metrics and measures of our utilities segment:
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
| | | | | | |
| Funds from Operations (FFO) | | $ | 739 | | | $ | 705 | | | $ | 659 | |
| Maintenance capital expenditures | | (54) | | | (40) | | | (30) | |
| Adjusted Funds from Operations (AFFO) | | $ | 685 | | | $ | 665 | | | $ | 629 | |
| | | | | | |
Adjusted EBITDA(1) | | $ | 1,101 | | | $ | 942 | | | $ | 854 | |
| Rate Base | | 6,804 | | | 5,818 | | | 5,199 | |
Return on rate base(2),(3) | | 13% | | 12% | | 12% |
(1)Non-IFRS measure. Refer to the “Reconciliation of Segment Adjusted EBITDA” section of this MD&A for a reconciliation from net income.
(2) Return on rate base is Adjusted EBITDA divided by time weighted average rate base.
(3) Return on rate base excludes the impact of connections revenue, return of capital and IFRS 16 adjustments.
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Our partnership earns a return on a regulated or notionally stipulated asset base, a metric which we refer to as rate base. Our rate base reflects the current amount, either as defined by the regulator or as implied by our contracted cash flows, on which we earn our return. Our rate base increases with capital that we invest to expand our systems and is indexed to local inflation. The return that we earn is typically determined by a regulator for prescribed periods of time or is derived based on the contracted cash flows we have secured. We believe that the rate base is useful for investors as it provides them with an understanding of the unlevered returns that our asset base can currently generate and enhances comparability across other utility investments as it assists in assessing the operating performance of our businesses by eliminating the effect of its current capital structure and tax profile.
The following table presents our partnership’s share of Adjusted EBITDA and FFO for the businesses in this operating segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Adjusted EBITDA(1) | | FFO |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 |
| Commercial & Residential Distribution | | $ | 500 | | | $ | 512 | | | $ | 497 | | | $ | 396 | | | $ | 413 | | | $ | 401 | |
| Regulated Transmission | | 601 | | | 430 | | | 357 | | | 343 | | | 292 | | | 258 | |
| Total | | $ | 1,101 | | | $ | 942 | | | $ | 854 | | | $ | 739 | | | $ | 705 | | | $ | 659 | |
| | | | | | | | | | | | |
(1)Non-IFRS measure. Refer to the “Reconciliation of Segment Adjusted EBITDA” section of this MD&A for a reconciliation from net income.
The following table presents the roll-forward of our rate base: | | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
Rate base, start of period(1) | | $ | 5,818 | | | $ | 5,199 | | | $ | 5,169 | |
Acquisitions (asset sales)(1) | | 648 | | | 131 | | | (162) | |
| | | | | | |
| Capital expenditures commissioned | | 471 | | | 433 | | | 338 | |
| Inflation and other indexation | | 368 | | | 250 | | | 164 | |
| Regulatory depreciation | | (160) | | | (68) | | | (87) | |
| Foreign exchange and other | | (341) | | | (127) | | | (223) | |
| Rate base, end of period | | $ | 6,804 | | | $ | 5,818 | | | $ | 5,199 | |
(1)Rate base in the above table excludes our North American district energy operation as we sold the business in the second quarter of 2021 and is therefore also excluded from the asset sales impact for 2021.
The following table presents the roll-forward of our partnership’s share of capital backlog, which represents growth projects over the next two to three years, as well as capital to be commissioned:
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
| Capital backlog, start of period | | $ | 532 | | | $ | 634 | | | $ | 848 | |
| Impact of acquisitions (dispositions) | | 75 | | | (139) | | | (19) | |
| Additional capital project mandates | | 604 | | | 483 | | | 360 | |
| Less: capital expenditures | | (522) | | | (443) | | | (521) | |
| Foreign exchange and other | | (43) | | | (3) | | | (34) | |
| Capital backlog, end of period | | 646 | | | 532 | | | 634 | |
| Construction work in progress | | 443 | | | 401 | | | 438 | |
| Total capital to be commissioned | | $ | 1,089 | | | $ | 933 | | | $ | 1,072 | |
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2022 vs. 2021
Adjusted EBITDA and FFO for our utilities segment benefited from elevated inflation indexation which benefits approximately 90% of our utility EBITDA, as well as earnings associated with approximately $485 million of capital commissioned into rate base over the last 12 months. Current year results also benefited from the acquisition of two Australian utilities in February and April 2022. Prior year results included contributions from a smart meter portfolio in the U.K. and a North American district energy business, which were divested in 2021. Results were impacted by higher interest rates and additional borrowings at our Brazilian investments compared to the prior year which impacted FFO by approximately $70 million.
For the year ended December 31, 2022, our commercial and residential distribution operations generated Adjusted EBITDA of $500 million and FFO of $396 million, compared to $512 million and $413 million, respectively, in the prior year. Results benefited from inflation indexation and capital commissioned into rate base over the last 12 months. Results were offset by the lost contribution from a smart meter portfolio in the U.K. and our North American district energy platform, which were divested in 2021.
For the year ended December 31, 2022, our regulated transmission operations generated Adjusted EBITDA of $601 million and FFO of $343 million, compared to $430 million and $292 million, respectively, in 2021. Results benefited from an approximately 18% annual inflationary tariff adjustment at our Brazilian regulated gas transmission operation, the ongoing expansion of our Brazilian electricity transmission network and the appreciation of the Brazilian real over the prior year. FFO was impacted by higher interest rates and additional borrowings at our Brazilian investments.
As of December 31, 2022, total capital to be commissioned into rate base was $1.1 billion compared to $933 million as of December 31, 2021. Capital to be commissioned relates to projects that have been awarded or filed with regulators with anticipated commissioning into rate base in the next two to three years. New connection mandates awarded and the impact of acquisitions increased capital to be commissioned, partly offset by capital projects commissioned into rate base, and foreign exchange. The largest contributors to capital expected to be commissioned into rate base are at our U.K. regulated distribution business (approximately $590 million) and North American residential infrastructure business (approximately $170 million).
2021 vs. 2020
Adjusted EBITDA and FFO for our utilities segment benefited from the recovery in connections activity at our U.K. regulated distribution business, as well as the contributions from inflation indexation and approximately $430 million of capital commissioned into rate base for the year ended December 31, 2021. 2021 results also reflect the acquisition of the remaining 10% interest in our Brazilian regulated gas transmission business. 2020 results include full year contributions from a smart meter portfolio in the U.K. and a North American district energy business, which were disposed of in the second quarter of 2021.
For the year ended December 31, 2021, our commercial and residential distribution operations generated Adjusted EBITDA of $512 million and FFO of $413 million, compared to $497 million and $401 million, respectively, in 2020. Results benefited from the impacts of inflation indexation, capital commissioned into rate base over the last 12 months, and higher connections activity at our U.K. regulated distribution business. 2020 results include full year contributions from a smart meter portfolio in the U.K. and a North American district energy business, which were disposed of in the second quarter of 2021.
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For the year ended December 31, 2021, our regulated transmission operations generated Adjusted EBITDA of $430 million and FFO of $292 million, compared to $357 million and $258 million, respectively, in 2020. Results benefited from an annual inflationary tariff adjustment at our Brazilian regulated gas transmission operation, the ongoing expansion of our Brazilian electricity transmission network and the acquisition of the remaining 10% interest in our Brazilian regulated gas transmission business in April 2021. Results were impacted by higher interest rates at our Brazilian regulated gas transmission business and foreign exchange movements.
As of December 31, 2021, total capital to be commissioned into rate base was $0.9 billion compared to $1.1 billion as of December 31, 2020. The capital to be commissioned related to projects that had been awarded or filed with regulators with anticipated commissioning into rate base in the next two to three years. Capital to be commissioned decreased 13% compared to 2020 driven primarily by the removal of growth projects associated with assets sold during 2021. Our base business capital to be commissioned is relatively consistent with 2020 as capital commissioned into rate base was offset by new mandates. The largest contributors to capital expected to be commissioned into rate base were approximately $550 million at our U.K. regulated distribution business and $150 million at our Brazilian electricity transmission business.
Recent Developments
On January 4, 2023, Brookfield Infrastructure, alongside institutional partners (the “HomeServe consortium”), completed the acquisition of HomeServe PLC (“HomeServe”), a residential infrastructure business operating in North America and Europe, and acquired all the issued and outstanding shares of HomeServe for £12 per share or approximately $1.2 billion (HomeServe consortium total of approximately $4.9 billion). The partnership has an effective 26% and 25% interest in HomeServe’s North American and European businesses, respectively. We believe this is an attractive investment opportunity due to its leading market position, subscription economics and inflation protection mechanisms. We expect to drive value through an expansion of our existing HVAC rental strategy across the HomeServe PLC customer base.
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Results of Operations
The following table presents our partnership’s share of the key metrics and measures of our transport segment:
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
| | | | | | |
| Funds from Operations (FFO) | | $ | 794 | | | $ | 701 | | | $ | 590 | |
| Maintenance capital expenditures | | (175) | | | (151) | | | (133) | |
| Adjusted Funds from Operations (AFFO) | | $ | 619 | | | $ | 550 | | | $ | 457 | |
| | | | | | |
Adjusted EBITDA(1) | | $ | 1,082 | | | $ | 968 | | | $ | 806 | |
Adjusted EBITDA margin(2) | | 45% | | 47% | | 51% |
| Growth capital expenditures | | $ | 263 | | | $ | 270 | | | $ | 138 | |
(1)Non-IFRS measure. Refer to the “Reconciliation of Segment Adjusted EBITDA” section of this MD&A for a reconciliation from net income.
(2)Adjusted EBITDA margin is Adjusted EBITDA divided by revenues. Adjusted EBITDA margin is a non-IFRS measure. Refer to the “Reconciliation of Segment Adjusted EBITDA” section of this MD&A for a reconciliation from net income.
The following table presents our partnership’s share of Adjusted EBITDA and FFO for each business in this operating segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Adjusted EBITDA(1) | | FFO |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 |
| Diversified Terminals | | $ | 484 | | | $ | 394 | | | $ | 262 | | | $ | 335 | | | $ | 260 | | | $ | 183 | |
| Rail | | 365 | | | 351 | | | 328 | | | 285 | | | 283 | | | 265 | |
| Toll Roads | | 233 | | | 223 | | | 216 | | | 174 | | | 158 | | | 142 | |
| Total | | $ | 1,082 | | | $ | 968 | | | $ | 806 | | | $ | 794 | | | $ | 701 | | | $ | 590 | |
(1) Non-IFRS measure. Refer to the “Reconciliation of Segment Adjusted EBITDA” section of this MD&A for a reconciliation from net income.
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The following table presents the roll-forward of our partnership’s share of capital backlog and capital to be commissioned:
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
| Capital backlog, start of period | | $ | 533 | | | $ | 421 | | | $ | 383 | |
| Impact of acquisitions | | — | | | — | | | 54 | |
| Additional capital project mandates | | 368 | | | 406 | | | 157 | |
| Less: capital expenditures | | (263) | | | (270) | | | (138) | |
| Foreign exchange and other | | (35) | | | (24) | | | (35) | |
| Capital backlog, end of period | | 603 | | | 533 | | | 421 | |
| Construction work in progress | | 314 | | | 421 | | | 333 | |
| Total capital to be commissioned | | $ | 917 | | | $ | 954 | | | $ | 754 | |
2022 vs. 2021
Results benefited from the commissioning of the sixth commercial liquefaction train and strong prices at our U.S. LNG export terminal, inflationary tariff increases and strong volumes across the segment. Prior year results included a full year contribution from our North American container terminal sold in Q2 2022.
For the year ended December 31, 2022, our diversified terminals reported Adjusted EBITDA of $484 million and FFO of $335 million, compared to $394 million and $260 million, respectively, during the same period in 2021. Adjusted EBITDA and FFO benefited from strong prices at our U.S. LNG export terminal and the commissioning of a sixth liquefaction train. Results also benefited from an increase in the terminal infrastructure charge (TIC) rate at our Australian export terminal. Prior year results included a full year contribution from our North American container terminal that was sold in Q2 2022.
For the year ended December 31, 2022, our rail business generated Adjusted EBITDA of $365 million and FFO of $285 million, compared to $351 million and $283 million, respectively, during the same period in 2021. Adjusted EBITDA benefited from a 6% increase in average tariffs across our portfolio over the prior year, partially offset by softer volumes due to weather related delays at the beginning of the year in Australia and Brazil. FFO was impacted by higher interest at our Brazilian rail network.
For the year ended December 31, 2022, our toll roads contributed Adjusted EBITDA of $233 million and FFO of $174 million, compared to $223 million and $158 million, respectively, during the same period in 2021. Adjusted EBITDA and FFO benefited from a 10% average increase in tolls and a 4% increase in traffic volumes across our global portfolio. Prior year results included a contribution from our Chilean toll road operation, which was divested in November 2021.
As of December 31, 2022, total capital to be commissioned was $917 million compared to $954 million as of December 31, 2021. Total capital to be commissioned decreased as additional project mandates were more than offset by projects commissioned during the period and the impact of foreign exchange. Capital to be commissioned includes approximately $155 million to increase capacity of our terminals by deepening the berths and expanding, enhancing and modernizing our existing infrastructure, approximately $260 million to upgrade and expand our network to capture volume growth from incremental activity in the sectors we serve, and approximately $500 million to expand the capacity of our roads by increasing and widening lanes on certain routes to support traffic growth.
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2021 vs. 2020
2021 results benefited from 11% organic growth supported by higher tariffs and volumes across our rail and diversified terminal portfolios, as well as a recovery in toll road volumes since the economic shutdowns in 2020. Results also benefited from a full year contribution from our U.S. LNG export terminal acquired in the third quarter of 2020. 2020 results included a greater contribution from our Australian export terminal, which we partially disposed of in December 2020 and our Chilean toll road operation, which we sold in November 2021.
For the year ended December 31, 2021, our rail business generated Adjusted EBITDA of $351 million and FFO of $283 million, compared to $328 million and $265 million, respectively, during the same period in 2020. Adjusted EBITDA and FFO benefited from a 4% average increase in tariffs across our portfolio over 2020 and strong overall volumes, highlighted by an 8% increase in volumes at our North American operations.
For the year ended December 31, 2021, our toll roads contributed Adjusted EBITDA of $223 million and FFO of $158 million, compared to $216 million and $142 million, respectively, during the same period in 2020. Adjusted EBITDA and FFO benefited from a 6% average increase in tolls and a 15% increase in traffic volumes across our global portfolio over 2020. 2020 results included a full contribution from our Chilean toll road operation, which was sold in November 2021.
For the year ended December 31, 2021, our diversified terminals reported Adjusted EBITDA of $394 million and FFO of $260 million, compared to $262 million and $183 million, respectively, during the same period in 2020. Adjusted EBITDA and FFO benefited from tariff increases at several of our terminals, higher container storage charges due to congestion at our North American port, and the full period contribution from our U.S. LNG export terminal acquired in 2020. 2020 results included a greater contribution from our Australian export terminal which we partially disposed of in December 2020.
As of December 31, 2021, total capital to be commissioned was $954 million compared to $754 million as of December 31, 2020. Total capital to be commissioned increased due to capital project mandates awarded, partially offset by capital expenditures made during the period and the impact of foreign exchange. The largest contributors to capital to be commissioned included approximately $415 million at our South American toll road businesses, approximately $230 million of rail expansion projects in Australia and approximately $190 million to increase capacity at our U.S. LNG export terminal.
126 Brookfield Infrastructure
Results of Operations
The following table presents our partnership’s share of the key metrics of our midstream segment:
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
| | | | | | |
| Funds from Operations (FFO) | | $ | 743 | | | $ | 492 | | | $ | 289 | |
| Maintenance capital expenditures | | (118) | | | (87) | | | (92) | |
| Adjusted Funds from Operations (AFFO) | | $ | 625 | | | $ | 405 | | | $ | 197 | |
| | | | | | |
Adjusted EBITDA(1) | | $ | 937 | | | $ | 612 | | | $ | 379 | |
Adjusted EBITDA margin(2) | | 56% | | 59% | | 66% |
| Growth capital expenditures | | 358 | | | 174 | | | 145 | |
(1)Non-IFRS measure. Refer to the “Reconciliation of Segment Adjusted EBITDA” section of this MD&A for a reconciliation from net income.
(2)Adjusted EBITDA margin is Adjusted EBITDA divided by revenues. Adjusted EBITDA margin is a non-IFRS measure. Refer to the “Reconciliation of Segment Adjusted EBITDA” section of this MD&A for reconciliation from net income to Adjusted EBITDA. 2021 EBITDA margin of 59% excludes exceptional gas storage results in the prior year (including the results the EBITDA margin was 62%).
The following table presents the roll-forward of our partnership’s share of capital backlog and capital to be commissioned:
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
| Capital backlog, start of period | | $ | 245 | | | $ | 8 | | | $ | 161 | |
| Impact of acquisitions | | — | | | 391 | | | — | |
| Additional capital project mandates | | 330 | | | 20 | | | 18 | |
| Less: capital expenditures | | (358) | | | (174) | | | (145) | |
| Foreign exchange and other | | — | | | — | | | (26) | |
| Capital backlog, end of period | | 217 | | | 245 | | | 8 | |
| Construction work in progress | | 28 | | | 1,875 | | | 121 | |
| Total capital to be commissioned | | $ | 245 | | | $ | 2,120 | | | $ | 129 | |
Brookfield Infrastructure 127
2022 vs. 2021
For the year ended December 31, 2022, our midstream operations generated Adjusted EBITDA of $937 million and FFO of $743 million, compared to $612 million and $492 million, respectively, during the same period in 2021. Adjusted EBITDA and FFO at our midstream operations benefited from the acquisition of Inter Pipeline which was privatized in the second half of 2021, increased utilization and higher market sensitive revenues across our base business. Prior year results benefited from exceptional gas storage results due to favorable weather dynamics in the first quarter.
As of December 31, 2022, total capital to be commissioned was $245 million compared to $2.1 billion as of December 31, 2021. Total capital to be commissioned decreased primarily as a result of the commissioning of the Heartland petrochemical facility in western Canada. The remaining total capital to be commissioned relates to additional growth projects that are expected to expand capacity across our Canadian midstream businesses.
2021 vs. 2020
For the year ended December 31, 2021, our midstream operations generated Adjusted EBITDA of $612 million and FFO of $492 million, compared to $379 million and $289 million, respectively, during the same period in 2020. Adjusted EBITDA and FFO at our midstream operations benefited from higher market sensitive revenues, exceptional performance at our gas storage operations in the first quarter of 2021, and the commissioning of the second phase of our Gulf Coast expansion project in March 2021 at our U.S. gas pipeline. Results also benefited from the contribution from our Canadian diversified midstream operation which was fully privatized in October 2021. 2020 results included an additional 12.5% ownership in our U.S. gas pipeline which was disposed of earlier in 2021.
As of December 31, 2021, total capital to be commissioned was $2.1 billion compared to $129 million as of December 31, 2020. Total capital to be commissioned increased primarily as a result of the acquisition of our Canadian diversified midstream operation, which was constructing the Heartland Petrochemical facility, a state-of-the-art integrated petrochemical complex in western Canada. Heartland is now complete and fully commissioned. These increases were partially offset by capital projects commissioned at our U.S. gas pipeline during the period.
Recent Developments
Subsequent to year end, in February 2023, our North American gas storage operation agreed to the partial sale of its U.S. gas storage portfolio for net proceeds to the partnership of approximately $80 million. The sale is subject to customary closing conditions and is expected to close in the second quarter of 2023.
128 Brookfield Infrastructure
Results of Operations
The following table presents our partnership’s share of the key metrics of our data segment:
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
| | | | | | |
| Funds from Operations (FFO) | | $ | 239 | | | $ | 238 | | | $ | 196 | |
| Maintenance capital expenditures | | (39) | | | (43) | | | (26) | |
| Adjusted Funds from Operations (AFFO) | | $ | 200 | | | $ | 195 | | | $ | 170 | |
| | | | | | |
Adjusted EBITDA(1) | | $ | 345 | | | $ | 335 | | | $ | 266 | |
Adjusted EBITDA margin(2) | | 57% | | 55% | | 51% |
| Growth capital expenditures | | $ | 470 | | | $ | 266 | | | $ | 131 | |
(1)Non-IFRS measure. Refer to the “Reconciliation of Segment Adjusted EBITDA” section of this MD&A for a reconciliation from net income.
(2)Adjusted EBITDA margin is Adjusted EBITDA divided by revenues. Adjusted EBITDA margin is a non-IFRS measure. Refer to the “Reconciliation of Segment Adjusted EBITDA” section of this MD&A for reconciliation from net income to Adjusted EBITDA.
The following table presents our partnership’s share of Adjusted EBITDA and FFO for each business in this operating segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Adjusted EBITDA(1) | | FFO |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 |
| Data Transmission and Distribution | | $ | 303 | | | $ | 290 | | | $ | 213 | | | $ | 215 | | | $ | 212 | | | $ | 163 | |
| Data Storage | | 42 | | | 45 | | | 53 | | | 24 | | | 26 | | | 33 | |
| Total | | $ | 345 | | | $ | 335 | | | $ | 266 | | | $ | 239 | | | $ | 238 | | | $ | 196 | |
(1) Non-IFRS measure. Refer to the “Reconciliation of Segment Adjusted EBITDA” section of this MD&A for a reconciliation from net income.
The following table presents the roll-forward of our partnership’s share of capital backlog and capital to be commissioned:
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
| Capital backlog, start of period | | $ | 394 | | | $ | 367 | | | $ | 152 | |
| Impact of acquisitions | | 3,634 | | | — | | | 144 | |
| Additional capital project mandates | | 234 | | | 307 | | | 180 | |
| Less: capital expenditures | | (470) | | | (266) | | | (131) | |
| Foreign exchange and other | | (36) | | | (14) | | | 22 | |
| Capital backlog, end of period | | 3,756 | | | 394 | | | 367 | |
| Construction work in progress | | 339 | | | 100 | | | 48 | |
| Total capital to be commissioned | | $ | 4,095 | | | $ | 494 | | | $ | 415 | |
Brookfield Infrastructure 129
2022 vs. 2021
Results for our data segment on a constant currency basis benefited from strong underlying growth from additional points-of-presence and inflationary tariff escalators, offset by lower hedge rates on the Indian rupee compared to the prior year.
For the year ended December 31, 2022, our data transmission and distribution business generated Adjusted EBITDA of $303 million and FFO of $215 million, compared to $290 million and $212 million, respectively, during the same period in 2021. Results benefited from additional points-of-presence at our Indian and French telecom operations. Results were impacted by lower hedge rates on the Indian rupee compared to the prior year, as well as higher interest expense associated with debt funded growth capex.
For the year ended December 31, 2022, our data storage business contributed Adjusted EBITDA of $42 million and FFO of $24 million compared to $45 million and $26 million, respectively, during the same period in 2021. Results decreased as the contribution from additional capacity commissioned at our global data center operations was offset by lower revenues at our U.S. data center business in the first quarter as it was repositioned for new growth initiatives.
As of December 31, 2022, total capital to be commissioned was $4.1 billion compared to $494 million as of December 31, 2021. Total capital to be commissioned includes approximately $3.9 billion at our data transmission and distribution businesses and $175 million at our data storage operations. Total capital to be commissioned includes $3.6 billion from our partnership with Intel to build two semiconductor foundries in Arizona. The remaining capital to be commissioned relates to the build-out of additional contracted towers at our Indian telecom towers business, the roll-out of our fiber-to-the-home program and additional points-of-presence at our French telecom business, and increasing the capacity of our data storage network with the build-out of new sites or expansion of existing data centers.
2021 vs. 2020
Results for our data segment benefited from growth supported by new towers built at our Indian telecom business which we acquired in August 2020, as well as additional points-of-presence and the roll-out of our fiber-to-the-home program at our French telecom business.
For the year ended December 31, 2021, our data transmission and distribution business generated Adjusted EBITDA of $290 million and FFO of $212 million, compared to $213 million and $163 million, respectively, during the same period in 2020. Results benefited from growth initiatives at our French telecom business and a full year of earnings from our Indian telecom operation acquired in 2020. During 2021, we added approximately 11,000 contracted towers at our Indian telecom operation and 180,000 new fiber-to-the-home plugs at our French telecom business.
For the year ended December 31, 2021, our data storage business contributed Adjusted EBITDA of $45 million and FFO of $26 million. compared to $53 million and $33 million, respectively, during the same period in 2020. Results decreased as the contribution from 11 MWs of capacity commissioned at our South American data center operation during 2021 was offset by customer churn at our U.S. data center business as we repositioned the business for new growth initiatives.
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As of December 31, 2021, total capital to be commissioned was $494 million compared to $415 million as of December 31, 2020. Total capital to be commissioned increased due to the benefit of capital project mandates awarded, partially offset by capital expenditures made during the period. Capital to be commissioned included approximately $130 million related to the build-out of additional contracted towers at our Indian telecom towers business, as well as approximately $175 million related to roll-out of our fiber-to-the-home program and additional points-of-presence at our French telecom business. Capital to be commissioned also included approximately $155 million at our data storage operations, primarily relating to the construction of several new facilities at our South American and Australian operations. In South America we commissioned 11 MW of capacity in 2021.
Recent Developments
On February 1, 2023, we completed the acquisition of a 51% interest in a €17.5 billion German tower portfolio alongside another institutional investor (BIP’s share – approximately $0.7 billion for a 6% interest). This marquee portfolio of approximately 40,000 telecom towers in Germany and Austria was acquired from Deutsche Telekom (DT), Europe’s largest telecom operator. DT will retain a 49% stake in the assets and continue to be an anchor customer under a 30-year master service agreement. The investment has significant contracted organic growth as well as opportunities for consolidation.
Brookfield Infrastructure 131
The following table presents the components of our corporate segment, at our partnership’s share:
| | | | | | | | | | | | | | | | | |
| | For the year ended December 31, |
| US$ MILLIONS | 2022 | | 2021 | | 2020 |
| | | | | |
Adjusted EBITDA(1) | (433) | | | (406) | | | (312) | |
| Funds from Operations (FFO) | (428) | | | (403) | | | (280) | |
| | | | | |
| | | | | |
(1) Non-IFRS measure. Refer to the “Reconciliation of Segment Adjusted EBITDA” section of this MD&A for a reconciliation from net income.
2022 vs. 2021
For the year ended December 31, 2022, Adjusted EBITDA and FFO for our Corporate segment were losses of $433 million and $428 million, respectively, versus losses of $406 million and $403 million, respectively, in 2021.
Pursuant to our Master Services Agreement, we pay Brookfield an annual base management fee equal to 1.25% of our market value plus net recourse debt. The base management fee increased over the prior year due to a higher unit price in the first half of the year.
2021 vs. 2020
For the year ended December 31, 2021, Adjusted EBITDA and FFO for our Corporate segment were losses of $406 million and $403 million, respectively, versus losses of $312 million and $280 million, respectively, in 2020. Adjusted EBITDA and FFO decreased over 2020 as a result of a higher base management fee due to an increase in our unit price and a higher unit count.
Pursuant to our Master Services Agreement, we pay Brookfield an annual base management fee equal to 1.25% of our market value plus net recourse debt. The base management fee increased over 2020 due to a higher unit price and capital market activity used to fund new growth initiatives.
132 Brookfield Infrastructure
SELECTED STATEMENTS OF OPERATING RESULTS AND FINANCIAL POSITION INFORMATION
To measure performance, we focus on net income, an IFRS measure, as well as certain non-IFRS measures, including but not limited to FFO, AFFO, Adjusted EBITDA and Invested Capital. To measure performance, among other measures, we focus on net income as well as FFO. We define FFO as net income excluding the impact of depreciation and amortization, deferred income taxes, mark-to-market on hedging items and other income (expenses) that are not related to the revenue earning activities and are not normal, recurring cash operating items necessary for business operations. FFO includes balances attributable to the partnership generated by investments in associates and joint ventures accounted for using the equity method and excludes amounts attributable to non-controlling interests based on the economic interests held by non-controlling interests in consolidated subsidiaries. We define AFFO as FFO less capital expenditures required to maintain the current performance of our operations (maintenance capital expenditures).
In addition to FFO and AFFO, we focus on Adjusted EBITDA, which we define as net income excluding the impact of interest expense, depreciation and amortization, income taxes, mark-to-market on hedging items and other income (expenses) corresponding to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating items necessary for business operations. Adjusted EBITDA includes balances attributable to the partnership generated by investments in associates and joint ventures accounted for using the equity method and excludes amounts attributable to non-controlling interests based on the economic ownership interests held by non-controlling interests in consolidated subsidiaries. We define Invested Capital as partnership capital removing the following items: non-controlling interest - in operating subsidiaries, retained earnings or deficit, accumulated other comprehensive income and ownership changes.
Along with net income and other IFRS measures, FFO, Adjusted EBITDA and Invested Capital are key measures of our financial performance that we use to assess the results and performance of our operations on a segmented basis. AFFO is also a measure of operating performance and represents the ability of our businesses to generate sustainable earnings. Invested Capital, which tracks the amount of capital that has been contributed to our partnership, is a measure we utilize to assess returns on capital deployed, relative to targeted returns.
Since they are not calculated in accordance with, and do not have any standardized meanings prescribed by IFRS, FFO, AFFO, Adjusted EBITDA and Invested Capital are unlikely to be comparable to similar measures presented by other issuers and have limitations as analytical tools. Specifically, our definition of FFO may differ from the definition used by other organizations, as well as the definition of Funds from Operations used by REALPAC and NAREIT, in part because the NAREIT definition is based on U.S. GAAP, as opposed to IFRS.
Brookfield Infrastructure 133
For further details regarding our use of FFO, AFFO, Adjusted EBITDA and Invested Capital, as well as a reconciliation of the most directly comparable IFRS measures to these measures, see the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A.
| | | | | | | | | | | | | | | | | | | | |
| US$ MILLIONS, EXCEPT PER UNIT INFORMATION | | For the year ended December 31, |
| Key Measures | | 2022 | | 2021 | | 2020 |
Net income attributable to the partnership(1) | | $ | 407 | | | $ | 1,093 | | | $ | 394 | |
Net income per unit(2) | | 0.14 | | | 1.16 | | | 0.23 | |
Funds from Operations (FFO)(3) | | 2,087 | | | 1,733 | | | 1,454 | |
Per unit FFO(4) | | 2.71 | | | 2.42 | | | 2.08 | |
Adjusted Funds from Operations (AFFO)(3) | | 1,701 | | | 1,412 | | | 1,173 | |
Return on invested capital(5) | | 13 | % | | 13 | % | | 12 | % |
Adjusted EBITDA(3) | | 3,032 | | | 2,451 | | | 1,993 | |
Distributions per unit(6),(7) | | 1.44 | | | 1.36 | | | 1.29 | |
FFO payout ratio(8) | | 68 | % | | 73 | % | | 78 | % |
AFFO payout ratio(9) | | 83 | % | | 89 | % | | 97 | % |
(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)Average number of limited partnership units outstanding on a time weighted average basis for the year ended December 31, 2022 were 458.1 million (2021: 445.1 million, 2020: 442.1 million).
(3)Refer to the “Performance Measures Used by Management” section of this MD&A for a definition of FFO, AFFO and Adjusted EBITDA, and the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A for reconciliation from net income to FFO, AFFO and Adjusted EBITDA.
(4)Average units outstanding during the year ended December 31, 2022, were 771.2 million units outstanding (2021: 714.8 million, 2020: 680.2 million).
(5)Return on invested capital is calculated as AFFO, adjusted for an estimate of the portion of earnings that represent a return of capital on concession-based businesses, divided by Invested Capital. The return of capital estimate for the year ended December 31, 2022 was $137 million (2021: $142 million, 2020: $122 million). Refer to the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A for reconciliation from partnership capital to Invested Capital.
(6)On March 31, 2020, our partnership completed the previously announced creation of BIPC with a special distribution of BIPC exchangeable shares. The special distribution resulted in the issuance of approximately 69.5 million BIPC exchangeable shares. On June 10, 2022, Brookfield Infrastructure completed a three-for-two unit split. Historical per unit disclosures have been retroactively adjusted for the impact of the special distribution and the unit splits.
(7)Distribution per unit is defined as the sum of partnership distributions less incentive distributions, divided by the total limited partner units, general partner units, Redeemable Partnership Units, Exchange LP Units, BIPC Exchangeable LP Units and BIPC exchangeable shares outstanding as of the record date. During the year ended December 31, 2022, the partnership paid quarterly distributions of $0.36 per unit.
(8)FFO payout ratio is defined as distributions paid (inclusive of GP incentive and preferred unit distributions) divided by FFO.
(9)AFFO payout ratio is defined as distributions paid (inclusive of GP incentive and preferred unit distributions) divided by AFFO.
For the year ended December 31, 2022, FFO totaled $2.1 billion ($2.71 per unit) compared to $1.7 billion ($2.42 per unit) in 2021 and $1.5 billion ($2.08 per unit) in 2020. FFO of $2.1 billion for the year ended December 31, 2022 represents an increase of 20% over 2021 on a total basis, and 12% on a per unit basis. Organic growth was 10%, reflecting elevated inflation of approximately 7% in the countries that we operate in and capital commissioned over the last 12 months. Results also benefited from net positive contribution from our asset rotation program including the contribution from our Canadian diversified midstream operation which was privatized in the second half of this year. Distributions paid in 2022 of $1.44 per unit represent an increase of 6% compared to the prior year. This distribution, when combined with the incentive and preferred unit distributions, resulted in a payout ratio of 68%, within our long-term target range of 60-70%.
134 Brookfield Infrastructure
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES
We focus on FFO to measure operating performance, along with IFRS measures such as net income. In addition, we also assess AFFO, Adjusted EBITDA and Invested Capital.
Adjusted EBITDA, FFO, AFFO and Invested Capital are presented based on our partnership’s share of results in operations accounted for using the consolidation and the equity method whereby we either control or exercise significant influence or joint control over the investment, respectively. Adjusted EBITDA, FFO, AFFO and Invested Capital are not, and are not intended to be, presented in accordance with IFRS. Under IFRS, we are not considered to control those entities that have not been consolidated and as such, have been presented as investments in associates or joint ventures in Note 13 of our partnership’s financial statements included herein. The presentation of the assets and liabilities and revenues and expenses do not represent our legal claim to such items, and the removal of financial statement amounts that are attributable to non-controlling interests does not extinguish our partnership’s legal claims or exposures to such items.
As a result, segment revenues, costs attributable to revenues, general and administrative costs, interest expense, depreciation and amortization, deferred income taxes and other income (expenses) corresponding to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating items necessary for business operations are reconciling items that will differ from results presented in accordance with IFRS as these reconciling items include our partnership’s share of earnings from investments in associates attributable to each of the above-noted items, and exclude the share of earnings (losses) of consolidated investments not held by our partnership apportioned to each of the above-noted items.
We provide financial results attributable to the partnership because we believe they assist investors and analysts in estimating our overall performance and understanding our partnership’s share of results from its underlying investments which have varying economic ownership interests and financial statement presentations when determined in accordance with IFRS. We believe our presentation, when read in conjunction with our partnership’s reported results under IFRS, provides the most meaningful assessment of how our operations are performing and capital is being managed. The presentation of Adjusted EBITDA, FFO, AFFO and Invested Capital has limitations as an analytical tool, including the following:
•The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses;
•Other companies may calculate results attributable to the partnership or common equity differently than we do and as a result, these measures may not be comparable to similar measures presented by other issuers.
Because of these limitations, our financial information presented based on the partnership’s share in the underlying operations should not be considered in isolation or as a substitute for our financial statements as reported under IFRS.
See the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A for a reconciliation of segment results to our statement of operating results in accordance with IFRS along with a break-down of each of the reconciling items by type and by operating segment.
Net income is the most directly comparable IFRS measure to FFO, AFFO and Adjusted EBITDA. Partnership capital is the most directly comparable IFRS measure to Invested Capital. We urge investors to review the IFRS financial measures within the MD&A and to not rely on any single financial measure to evaluate our partnership.
Brookfield Infrastructure 135
FFO has limitations as an analytical tool:
•FFO does not include depreciation and amortization expense; because we own capital assets with finite lives, depreciation and amortization expense recognizes the fact that we must maintain or replace our asset base in order to preserve our revenue generating capability;
•FFO does not include deferred income taxes, which may become payable if we own our assets for a long period of time;
•FFO does not include the impact of mark-to-market on hedging items;
•FFO does not include other income (expenses) corresponding to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating items necessary for business operations;
•our definition of FFO may differ from the definition used by other organizations, and is different than the definition of Funds from Operations used by REALPAC and NAREIT, in part because the NAREIT definition is based on U.S. GAAP, as opposed to IFRS.
FFO is a key measure that we use to evaluate the performance of our operations and forms the basis for our partnership’s distribution policy.
We believe that FFO, when viewed in conjunction with our IFRS results, provides a more complete understanding of factors and trends affecting our underlying operations. FFO allows us to evaluate our businesses on the basis of cash return on invested capital by removing the effect of non-cash and other items.
We add back depreciation and amortization to remove the implication that our assets decline in value over time since we believe that the value of most of our assets will be sustained over time, provided we make all necessary maintenance expenditures. We add back deferred income taxes because we do not believe this item reflects the present value of the actual cash tax obligations we will be required to pay, particularly if our operations are held for a long period of time. We add back the impact of mark-to-market on hedging items which indicate a point-in-time approximation of value on items we consider long-term. Finally, we add back other income (expenses) that are not related to the revenue earning activities and are not normal, recurring cash operating items necessary for business operations.
In addition, we focus on AFFO, which is defined as FFO less capital expenditures required to maintain the current performance of our operations (maintenance capital expenditures). While FFO provides a basis for assessing current operating performance, it does not take into consideration the cost to sustain the operating performance of our partnership’s asset base. In order to assess the long-term, sustainable operating performance of our businesses, we observe that in addition to FFO, investors use AFFO by taking into account the impact of maintenance capital expenditures.
We also focus on Adjusted EBITDA. Adjusted EBITDA provides a supplemental understanding of the performance of our business and enhanced comparability across periods and relative to our peers. In addition to the adjustments to FFO, Adjusted EBITDA excludes the impact of interest expense and current income taxes to remove the effect of our current capital structure and tax profile in assessing the operating performance of our businesses.
136 Brookfield Infrastructure
Invested Capital, which tracks the amount of capital that has been contributed to our partnership, is a measure we utilize to assess returns on capital deployed, relative to targeted returns. Investment decisions are based on, amongst other measures and factors, targeted returns on Invested Capital of 12% to 15% annually over the long term. We define Invested Capital as partnership capital removing the following items: non-controlling interest - in operating subsidiaries, retained earnings or deficit, accumulated other comprehensive income and ownership changes. We measure return on Invested Capital as AFFO, less estimated returns of capital on operations that are not perpetual in nature, divided by the weighted average Invested Capital for the period. Our partnership completes our estimate of returns of capital by reviewing the cash flow profile over the economic useful life of limited life businesses as underwritten, and estimating the percentage of cash flows generated in a given year. This percentage is then applied to our invested capital to determine how much capital we believe was returned in the current year.
A reconciliation of the most closely-related IFRS measure, net income, to FFO and AFFO is as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
| Net income | | $ | 1,375 | | | $ | 2,719 | | | $ | 904 | |
| Add back or deduct the following: | | | | | | |
| Depreciation and amortization | | 2,158 | | | 2,036 | | | 1,705 | |
Share of earnings from investments in associates and joint ventures(1) | | (12) | | | (88) | | | (131) | |
FFO contribution from investments in associates and joint ventures(1) | | 886 | | | 745 | | | 585 | |
| Deferred tax expense | | 86 | | | 240 | | | 54 | |
| Mark-to-market on hedging items | | (202) | | | (80) | | | 16 | |
Gains on disposition of subsidiaries, associates and joint ventures(3) | | (107) | | | (2,118) | | | (71) | |
Other expenses (income)(2) | | 251 | | | 533 | | | (13) | |
| | | | | | |
| | | | | | |
| | | | | | |
FFO attributable to non-controlling interests(4) | | (2,348) | | | (2,254) | | | (1,595) | |
| FFO | | 2,087 | | | 1,733 | | | 1,454 | |
| Maintenance capital expenditures | | (386) | | | (321) | | | (281) | |
| AFFO | | 1,701 | | | 1,412 | | | 1,173 | |
(1)FFO contribution from investments in associates and joint ventures correspond to the FFO attributable to the partnership that are generated by its investments in associates and joint ventures accounted for using the equity method. With consideration of share of (earnings) losses from investments in associates and joint ventures, these adjustments have the combined effect of excluding the impact of balances included in our definition of FFO recorded within our investments in associates and joint ventures.
(2)Other income (expenses) corresponds to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating items necessary for business operations. Other income and expenses excluded from FFO primarily includes asset retirement obligation and deferred consideration accretion expense, remeasurement of borrowings and amortization of deferred financing costs, acquisition costs, long-term incentive plan expense accrued but only paid out upon sale of assets, and fair value remeasurement gains/losses including mark-to-market of non-controlling interest classified as liability and U.S. dollar debt at foreign subsidiaries not elected for hedge accounting. With the exception of a $420 million gain related to the remeasurement of our 49% residual interest in our Australian export terminal during 2020, there are no items within other expenses (income) that are individually significant.
(3)Gains on disposition of subsidiaries, associates and joint ventures are presented net of gains/losses relating to foreign currency translation, net investment hedges, and cash flow hedges reclassified from accumulated other comprehensive income to other income (expense) on the Consolidated Statement of Operating results.
(4)Amounts attributable to non-controlling interests are calculated based on the economic ownership interests held by non-controlling interests in consolidated subsidiaries. By adjusting FFO attributable to non-controlling interests, our partnership is able to remove the portion of FFO earned at non-wholly owned subsidiaries that are not attributable to our partnership.
Brookfield Infrastructure 137
All reconciling amounts from net income to FFO presented above are taken directly from our partnership’s consolidated financial statements, and in the case of “Contribution from investments in associates and joint ventures” and “Attributable to non-controlling interests”, our partnership’s share of FFO relating thereto are derived using the accounting policies consistent with those applied in our partnership’s consolidated financial statements; FFO for these items is calculated on the same basis as consolidated entities, as disclosed above, and is calculated by applying the same ownership percentages used in calculating our partnership’s share of equity accounted income and the corresponding elimination of non-controlling interests in accordance with IAS 28, Investments in Associates and Joint Ventures and IFRS 10, Consolidated Financial Statements, respectively.
For the year ended December 31, 2022, the difference between net income and FFO is predominantly due to depreciation and amortization, FFO attributable to non-controlling interests, FFO contribution from investments in associates and joint ventures. Depreciation and amortization increased from the year ended December 31, 2021 due to incremental charges from recently completed acquisitions, higher asset values following our annual revaluation process, and capital expenditures made during 2022. FFO attributable to non-controlling interests increased from the prior year predominantly due to organic growth and contributions from capital recycling. FFO contributions from investments in associates and joint ventures increased from the prior year as a result of organic growth, the acquisition of an interest in our Australian regulated utility business, an Australian smart meter business and an Australia data transmission business in 2022. These increases were partially offset by the disposition of our North American container terminal in June 2022.
The difference between net income and AFFO is due to the aforementioned items in addition to maintenance capital expenditures of $386 million (2021: $321 million, 2020: $281 million).
The following table reconciles net income, the most directly comparable IFRS measure, to Adjusted EBITDA, a non-IFRS measure.
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
| Net income | | $ | 1,375 | | | $ | 2,719 | | | $ | 904 | |
| Add back or deduct the following: | | | | | | |
Depreciation and amortization | | 2,158 | | | 2,036 | | | 1,705 | |
Interest expense | | 1,855 | | | 1,468 | | | 1,179 | |
Share of earnings from investments in associates and joint ventures(1) | | (12) | | | (88) | | | (131) | |
Adjusted EBITDA contributions from investments in associates and joint ventures(1) | | 1,229 | | | 1,012 | | | 779 | |
| Income tax expense | | 560 | | | 614 | | | 291 | |
| Mark-to-market on hedging items | | (202) | | | (80) | | | 16 | |
| Other expense (income) | | (92) | | | (1,749) | | | (234) | |
Adjusted EBITDA attributable to non-controlling interests(2) | | (3,839) | | | (3,481) | | | (2,516) | |
| Adjusted EBITDA | | $ | 3,032 | | | $ | 2,451 | | | $ | 1,993 | |
(1)Adjusted EBITDA contributions from investments in associates and joint ventures correspond to the adjusted EBITDA attributable to the partnership that are generated by its investments in associates and joint ventures accounted for using the equity method. Along with the removal or add back of share of (earnings) losses from investments in associates and joint ventures, these adjustments have the combined effect of excluding the impact of balances included in our definition of Adjusted EBITDA recorded within our investments in associates and joint ventures.
(2)Amounts attributable to non-controlling interests are calculated based on the economic ownership interests held by non-controlling interests in consolidated subsidiaries.
138 Brookfield Infrastructure
All reconciling amounts presented above are taken directly from our partnership’s consolidated financial statements, and in the case of “Contribution from investments in associates and joint ventures” and “Attributable to non-controlling interests”, our partnership’s share of Adjusted EBITDA relating thereto are derived using the accounting policies consistent with those applied in our partnership’s consolidated financial statements. Adjusted EBITDA for these items is calculated on the same basis as consolidated entities, as disclosed above, and is calculated by applying the same ownership percentages used in calculating our partnership’s share of equity accounted income and the corresponding elimination of non-controlling interests in accordance with IAS 28, Investments in Associates and Joint Ventures and IFRS 10, Consolidated Financial Statements, respectively.
For the year ended December 31, 2022, the difference between net income and Adjusted EBITDA is predominantly due to depreciation and amortization, interest expense, Adjusted EBITDA contributions from investments in associates and joint ventures and Adjusted EBITDA attributable to non-controlling interests. Depreciation and amortization increased from the year ended December 31, 2021 due to incremental charges from recently completed acquisitions, higher asset values following our annual revaluation process, and capital expenditures made during 2022. Interest expense increased primarily as a result of additional borrowings associated with acquisitions completed in the latter half of 2021, funding organic growth, and repayment of $1 billion of deferred consideration at our Brazilian regulated gas transmission business in April 2022. These increases were partially offset by the impact of dispositions completed during the year. Adjusted EBITDA attributable to non-controlling interests increased from the prior year predominantly due to organic growth and acquisitions, while Adjusted EBITDA contributions from investments in associates and joint ventures increased from the prior year as a result of acquisitions, partially offset by dispositions, as well as strong performance at our U.S. LNG export facility from continued strength in LNG prices.
Net income per limited partnership unit is the most directly comparable IFRS measure for per unit FFO. The following table reconciles net income per limited partnership unit, the most directly comparable IFRS measure, to FFO per unit, a non-IFRS financial metric:
| | | | | | | | | | | | | | | | | | | | |
| | | For the year ended December 31, |
| | 2022 | | 2021 | | 2020 |
Net income per limited partnership unit(1) | | $ | 0.14 | | | $ | 1.16 | | | $ | 0.23 | |
| Add back or deduct the following: | | | | | | |
| Depreciation and amortization | | 1.66 | | | 1.60 | | | 1.48 | |
| Deferred income taxes | | 0.15 | | | 0.23 | | | (0.01) | |
| Mark-to-market on hedging items | | (0.18) | | | (0.11) | | | 0.01 | |
| | | | | | |
Valuation losses (gains) and other(2) | | 0.94 | | | (0.46) | | | 0.37 | |
Per unit FFO(3) | | $ | 2.71 | | | $ | 2.42 | | | $ | 2.08 | |
(1)During the year ended December 31, 2022, on average there were 458.1 million limited partnership units outstanding (2021: 445.1 million, 2020: 442.1 million). Net income per limited partnership unit has been adjusted to reflect the dilutive impact of the special distribution.
(2)Refer to the reconciliation of net income attributable to the partnership to FFO above for a description of balances included within other.
(3)Average units outstanding during the year ended December 31, 2022, were 771.2 million (2021: 714.8 million, 2020: 680.2 million, adjusted for the BIPC special distribution).
Brookfield Infrastructure 139
The following reconciles partnership capital, the most directly comparable IFRS measure, to Invested Capital, a non-IFRS financial metric: | | | | | | | | | | | | | | | | | |
| For the year ended December 31, |
| US$ MILLIONS | 2022 | | 2021 | | 2020 |
| Partnership Capital | $ | 25,554 | | | $ | 26,391 | | | $ | 21,673 | |
| Remove impact of the following items since inception: | | | | | |
Non-controlling interest - in operating subsidiaries | (15,320) | | | (15,658) | | | (13,954) | |
Deficit | 3,422 | | | 2,520 | | | 2,752 | |
Accumulated other comprehensive income | (817) | | | (543) | | | (731) | |
Ownership changes | (558) | | | (515) | | | (527) | |
| Invested Capital | $ | 12,281 | | | $ | 12,195 | | | $ | 9,213 | |
Invested capital has increased as a result of capital market activity throughout 2022, primarily related to net proceeds of $293 million from the issuance of Perpetual Subordinated Notes, which were partially offset by the redemption of our preferred shares of $220 million. Additionally, $13 million of LP units were issued as part of our distribution reinvestment plan. Refer to “Partnership Capital” below in this MD&A for further details.
The following table presents the change in Invested Capital:
| | | | | | | | | | | | | | | | | | |
| | For the year ended December 31, |
| US$ MILLIONS | | 2022 | | 2021 | | 2020 |
| Opening balance | | $ | 12,195 | | | $ | 9,213 | | | $ | 9,009 | |
| Net (redemption) issuance of preferred units | | (220) | | | 8 | | | 195 | |
| Issuance of Perpetual subordinated notes | | 293 | | | — | | | — | |
| Issuance of units and Redeemable Partnership Units, net of redemptions | | 13 | | | 945 | | | 9 | |
| Issuance of BIPC exchangeable shares | | — | | | 259 | | | — | |
| Issuance of BIPC Exchangeable LP Units | | — | | | 1,770 | | | — | |
| Ending balance | | $ | 12,281 | | | $ | 12,195 | | | $ | 9,213 | |
Weighted Average Invested Capital(1) | | $ | 12,270 | | | $ | 10,076 | | | $ | 9,067 | |
(1) For the purposes of calculating Weighted Average Invested Capital for the year ended December 31, 2022, redemption of preferred units and issuance of perpetual subordinated notes of $220 million and $293 million, respectively, were assumed to have been completed concurrently in January of 2022.
Our partnership has met its investment return objectives with return on Invested Capital of 13% for the year ended December 31, 2022 (2021: 13%, 2020: 12%).
140 Brookfield Infrastructure
OTHER RELEVANT MEASURES
Enterprise Value
We define enterprise value as the market capitalization of our partnership plus preferred units and the partnership’s share of debt, net of cash. In addition to limited partnership units, our partnership’s capital structure includes BIPC exchangeable shares, BIPC Exchangeable LP Units, general partner and Redeemable Partnership Units, as well as Exchange LP Units. We include enterprise value as a measure to assist users in understanding and evaluating the partnership's capital structure.
The following table presents enterprise value as of 2022, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of December 31, |
| | 2022 | | 2021 | | 2020 |
| US$ MILLIONS | | BIPC(1) | | Brookfield Infrastructure(2) | | Total Enterprise Value | | Total Enterprise Value | | Total Enterprise Value |
| Shares/units outstanding | | 115.7 | | | 655.7 | | | 771.4 | | | 514.0 | | | 465.0 | |
Price(3) | | $ | 38.90 | | | $ | 30.99 | | | $ | — | | | $ | — | | | $ | — | |
| Market capitalization | | $ | 4,501 | | | $ | 20,320 | | | $ | 24,821 | | | 31,831 | | | 23,999 | |
Preferred units and preferred shares(4) | | — | | | 1,283 | | | 1,283 | | | 1,210 | | | 1,202 | |
Net debt(5) | | 2,971 | | | 16,217 | | | 19,188 | | | 17,502 | | | 14,485 | |
| Enterprise value | | $ | 7,472 | | | $ | 37,820 | | | $ | 45,292 | | | $ | 50,543 | | | $ | 39,686 | |
(1)Includes BIPC exchangeable shares and BIPC Exchangeable LP Units.
(2)Includes limited partner, general partner and Redeemable Partnership Units, as well as Exchange LP Units.
(3)Market value of our partnership is calculated based on the closing price of BIPC exchangeable shares and our units on the New York Stock Exchange.
(4)Includes $918 million of preferred units, $72 million of preferred shares, and $293 million of Perpetual Subordinated Notes.
(5)Please see “Capital Resources and Liquidity” below for a detailed reconciliation of Brookfield Infrastructure’s net debt to our partnership’s consolidated debt on the Consolidated Statements of Financial Position.
Reconciliation of Segment Adjusted EBITDA
Adjusted EBITDA for each of our operating segments is presented based on our partnership’s share of results in operations accounted for using consolidation and the equity method whereby we either control or exercise significant influence over the investment respectively, in order to demonstrate the impact of key value drivers of each of these operating segments on our overall performance. As a result, interest, depreciation and amortization, income taxes, the impact of mark-to-mark on hedging items and other income (expenses) corresponding to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating items necessary for business operations are reconciling items that will differ from results presented in accordance with IFRS as these reconciling items include our partnership’s share of earnings from investments in associates and joint ventures attributable to each of the above-noted items, and exclude the share of earnings (loss) of consolidated investments not held by the partnership apportioned to each of the above-noted items.
Brookfield Infrastructure 141
The following tables reconcile each segment’s Adjusted EBITDA to consolidated segment net income in accordance with IFRS.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FOR THE YEAR ENDED DECEMBER 31, 2022 US$ MILLIONS | | Utilities | | Transport | | Midstream | | Data | | Corporate | | Total |
| Consolidated segment net income | | $ | 1,133 | | | $ | 118 | | | $ | 528 | | | $ | (43) | | | $ | (361) | | | $ | 1,375 | |
| | | | | | | | | | | | |
| Add back or deduct the following: | | | | | | | | | | | | |
| Depreciation and amortization | | 535 | | | 564 | | | 615 | | | 444 | | | — | | | 2,158 | |
| Interest expense | | 653 | | | 306 | | | 306 | | | 441 | | | 149 | | | 1,855 | |
Share of (earnings) losses from investments in associates and joint ventures(1) | | (28) | | | 85 | | | (97) | | | (28) | | | 56 | | | (12) | |
Adjusted EBITDA contributions from investments in associates and joint ventures(1) | | 138 | | | 675 | | | 242 | | | 174 | | | — | | | 1,229 | |
| Income tax expense | | 357 | | | 28 | | | 48 | | | 72 | | | 55 | | | 560 | |
| Mark-to-market on hedging items | | (33) | | | (27) | | | (28) | | | 16 | | | (130) | | | (202) | |
| Other (income) expenses | | (12) | | | 152 | | | 32 | | | (62) | | | (202) | | | (92) | |
Adjusted EBITDA attributable to non-controlling interests(2) | | (1,642) | | | (819) | | | (709) | | | (669) | | | — | | | (3,839) | |
| Adjusted EBITDA | | $ | 1,101 | | | $ | 1,082 | | | $ | 937 | | | $ | 345 | | | $ | (433) | | | $ | 3,032 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FOR THE YEAR ENDED DECEMBER 31, 2021 US$ MILLIONS | | Utilities | | Transport | | Midstream | | Data | | Corporate | | Total |
| Consolidated segment net income | | $ | 1,003 | | | $ | 240 | | | $ | 445 | | | $ | (54) | | | $ | 1,085 | | | $ | 2,719 | |
| | | | | | | | | | | | |
| Add back or deduct the following: | | | | | | | | | | | | |
| Depreciation and amortization | | 564 | | | 640 | | | 350 | | | 482 | | | — | | | 2,036 | |
| Interest expense | | 376 | | | 355 | | | 196 | | | 430 | | | 111 | | | 1,468 | |
Share of (earnings) losses from investments in associates and joint ventures(1) | | (84) | | | (15) | | | (74) | | | (14) | | | 99 | | | (88) | |
Adjusted EBITDA contributions from investments in associates and joint ventures(1) | | 62 | | | 542 | | | 227 | | | 181 | | | — | | | 1,012 | |
| Income tax expense | | 480 | | | 20 | | | 21 | | | 38 | | | 55 | | | 614 | |
| Mark-to-market on hedging items | | 6 | | | (28) | | | (5) | | | 10 | | | (63) | | | (80) | |
| Other expenses (income) | | (51) | | | 10 | | | 7 | | | (22) | | | (1,693) | | | (1,749) | |
Adjusted EBITDA attributable to non-controlling interests(2) | | (1,414) | | | (796) | | | (555) | | | (716) | | | — | | | (3,481) | |
| Adjusted EBITDA | | $ | 942 | | | $ | 968 | | | $ | 612 | | | $ | 335 | | | $ | (406) | | | $ | 2,451 | |
142 Brookfield Infrastructure
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FOR THE YEAR ENDED DECEMBER 31, 2020 US$ MILLIONS | | Utilities | | Transport | | Midstream | | Data | | Corporate | | Total |
| Consolidated segment net income | | $ | 590 | | | $ | 215 | | | $ | 161 | | | $ | 4 | | | $ | (66) | | | $ | 904 | |
| | | | | | | | | | | | |
| Add back or deduct the following: | | | | | | | | | | | | |
| Depreciation and amortization | | 668 | | | 672 | | | 149 | | | 216 | | | — | | | 1,705 | |
| Interest expense | | 333 | | | 432 | | | 124 | | | 195 | | | 95 | | | 1,179 | |
Share of (earnings) losses from investments in associates and joint ventures(1) | | (50) | | | 101 | | | (136) | | | (45) | | | (1) | | | (131) | |
Adjusted EBITDA contributions from investments in associates and joint ventures(1) | | 51 | | | 293 | | | 262 | | | 173 | | | — | | | 779 | |
| Income tax expense | | 312 | | | (12) | | | (2) | | | (20) | | | 13 | | | 291 | |
| Mark-to-market on hedging items | | 10 | | | (17) | | | 18 | | | 1 | | | 4 | | | 16 | |
| Other expenses (income) | | 129 | | | (74) | | | 52 | | | 16 | | | (357) | | | (234) | |
Adjusted EBITDA attributable to non-controlling interests(2) | | (1,189) | | | (804) | | | (249) | | | (274) | | | — | | | (2,516) | |
| Adjusted EBITDA | | $ | 854 | | | $ | 806 | | | $ | 379 | | | $ | 266 | | | $ | (312) | | | $ | 1,993 | |
(1)Adjusted EBITDA contributions from investments in associates and joint ventures correspond to the adjusted EBITDA attributable to the partnership that are generated by its investments in associates and joint ventures accounted for using the equity method. Along with the removal or add back of share of (earnings) losses from investments in associates and joint ventures, these adjustments have the combined effect of excluding the impact of balances included in our definition of Adjusted EBITDA recorded within our investments in associates and joint ventures.
(2)Amounts attributable to non-controlling interests are calculated based on the economic ownership interests held by non-controlling interests in consolidated subsidiaries.
Brookfield Infrastructure 143
5.B LIQUIDITY AND CAPITAL RESOURCES
The nature of our asset base and the quality of our associated cash flows enable us to maintain a stable and low cost capital structure. We attempt to maintain sufficient financial liquidity at all times so that we are able to participate in attractive opportunities as they arise, better withstand sudden adverse changes in economic circumstances and maintain our distributions to unitholders. Our principal sources of liquidity are cash flows from our operations, undrawn credit facilities, capital recycling and access to public and private capital markets. We structure the ownership of our assets to enhance our ability to monetize them to provide additional liquidity, as we have done in the past. In certain instances, subsidiaries may be subject to limitations on their ability to declare and pay dividends to our partnership. However, no significant limitations existed at December 31, 2022 and 2021.
Our group-wide liquidity at December 31, 2022 consisted of the following:
| | | | | | | | | | | | | | |
| | | As of |
| US$ MILLIONS | | December 31, 2022 | | December 31, 2021 |
| Corporate cash and financial assets | | $ | 891 | | | $ | 683 | |
Committed corporate credit facility(1) | | 2,100 | | | 2,975 | |
| Subordinate corporate credit facility | | 1,000 | | | 500 | |
Draws under corporate credit facility(1) | | (96) | | | — | |
| Commitments under corporate credit facility | | (12) | | | (12) | |
Commercial paper(1) | | (464) | | | (431) | |
| | | | |
| Partnership’s share of cash retained in businesses | | 718 | | | 729 | |
| Partnership’s share of availability under subsidiary credit facilities | | 950 | | | 936 | |
| Group-wide liquidity | | $ | 5,087 | | | $ | 5,380 | |
(1)Includes a $2.1 billion committed corporate credit facility (2021: $2.0 billion). As of December 31, 2022, draws on our corporate credit facility were $96 million (2021: $nil) and we had commercial paper outstanding of $464 million (2021: $431 million).
At December 31, 2022, our partnership’s group-wide liquidity is sufficient to meet its present requirements. We finished the year with group-wide liquidity of approximately $5.1 billion, a decrease from $5.4 billion at December 31, 2021. At the corporate level, we ended 2022 with $3.4 billion of liquidity, a decrease of $0.3 billion compared to the prior year. The decrease in liquidity was due to the expiry of our bulge facility of $1 billion in April 2022, approximately $500 million deployed to acquire an Australian regulated utility, approximately $215 million to acquire an Australian smart meter business, and approximately $200 million to acquire an Australian fiber to the home business. These decreases were partially offset by an increase in our credit facility with Brookfield, as well as the proceeds received from dispositions and issuance of medium term notes.
144 Brookfield Infrastructure
We finance our assets principally at the operating company level with debt that generally has long-term maturities, few restrictive covenants and no recourse to either Brookfield Infrastructure or our other operations.
On a consolidated basis as of December 31, 2022, scheduled principal repayments over the next five years are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| US$ MILLIONS | | Average Term (years) | | 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | Beyond | | Total |
Corporate borrowings(1) | | 12 | | $ | — | | | $ | 517 | | | $ | — | | | $ | — | | | $ | 332 | | | $ | 2,280 | | | $ | 3,129 | |
| Non-recourse borrowings | | 7 | | 2,605 | | | 2,727 | | | 3,153 | | | 4,877 | | | 2,942 | | | 10,431 | | | 26,735 | |
(1)Corporate borrowings and the average term to maturity are presented on an adjusted basis to exclude draws on our corporate credit facility, commercial paper issuances and deferred financing costs. Refer to Note 20, Borrowings, for further details.
Debt attributable to the partnership (see definition of debt attributable to the partnership below), a non-IFRS measure we use to assess our liquidity, can be reconciled to consolidated debt as follows: | | | | | | | | | | | | | | |
| | As of |
| US$ MILLIONS | | December 31, 2022 | | December 31, 2021 |
| Consolidated debt | | $ | 30,233 | | | $ | 29,253 | |
| Add: partnership’s share of debt of investments in associates: | | | | |
Utilities | | 1,163 | | | 448 | |
Transport | | 3,406 | | | 3,290 | |
| Midstream | | 716 | | | 731 | |
| Data | | 1,327 | | | 887 | |
| Add: partnership’s share of debt directly associated with assets held for sale | | 150 | | | 18 | |
Less: borrowings attributable to non-controlling interest(1) | | (15,834) | | | (15,283) | |
| Premium on debt and cross currency swaps | | (364) | | | (430) | |
| Debt attributable to the partnership | | $ | 20,797 | | | $ | 18,914 | |
(1)Includes draws made under Brookfield's private funds credit facility used to bridge acquisitions over year-end. Borrowings made under the facility are secured by limited partner commitments and are non-recourse to our partnership.
Brookfield Infrastructure 145
Net debt, a non-IFRS liquidity measure used to assess debt attributable to partnership net of the partnerships share of cash and cash equivalents, is as follows:
| | | | | | | | | | | | | | |
| | As of |
| US$ MILLIONS | | December 31, 2022 | | December 31, 2021 |
| Debt attributable to the partnership | | | | |
| Utilities | | $ | 4,689 | | | $ | 3,907 | |
| Transport | | 5,204 | | | 5,066 | |
| Midstream | | 5,108 | | | 5,570 | |
| Data | | 2,130 | | | 1,652 | |
| Corporate | | 3,666 | | | 2,719 | |
| Total debt attributable to the partnership | | $ | 20,797 | | | $ | 18,914 | |
Partnership’s share of cash retained in businesses(1) | | | | |
| Utilities | | $ | 182 | | | $ | 213 | |
| Transport | | 322 | | | 357 | |
| Midstream | | 43 | | | 40 | |
| Data | | 171 | | | 119 | |
Corporate(2) | | 891 | | | 683 | |
| Total partnership’s share of cash retained | | $ | 1,609 | | | $ | 1,412 | |
| Net debt | | | | |
| Utilities | | $ | 4,507 | | | $ | 3,694 | |
| Transport | | 4,882 | | | 4,709 | |
| Midstream | | 5,065 | | | 5,530 | |
| Data | | 1,959 | | | 1,533 | |
| Corporate | | 2,775 | | | 2,036 | |
| Total net debt | | $ | 19,188 | | | $ | 17,502 | |
(1)The partnership’s share of cash retained in the businesses includes $445 million (2021: $419 million) of cash and cash equivalents attributable to the partnership held by its investments in associates and joint ventures accounted for using the equity method and excludes $242 million (2021: $413 million) of amounts attributable to non-controlling interests based on the economic ownership interests held by non-controlling interests in consolidated subsidiaries.
(2)The partnership’s share of cash retained in corporate includes corporate financial assets.
146 Brookfield Infrastructure
As of December 31, 2022, our partnership’s share of scheduled principal repayments over the next five years are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| US$ MILLIONS | Average Term (years) | | 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | Beyond | | Total |
| Recourse borrowings | | | | | | | | | | | | | | | |
Corporate borrowings(1) | 12 | | $ | — | | $ | 517 | | $ | — | | $ | — | | $ | 332 | | $ | 2,280 | | $ | 3,129 |
| Total recourse borrowings | 12 | | — | | 517 | | — | | — | | 332 | | 2,280 | | 3,129 |
Non-recourse borrowings(2) | | | | | | | | | | | | | | | |
| Utilities | | | | | | | | | | | | | | | |
| Commercial & Residential Distribution | 9 | | 277 | | 246 | | 253 | | 267 | | 209 | | 1,502 | | 2,754 |
| Regulated Transmission | 8 | | 57 | | 231 | | 190 | | 195 | | 250 | | 1,012 | | 1,935 |
| 9 | | 334 | | 477 | | 443 | | 462
Brookfield Infrastructur... (NYSE:BIP-A) Historical Stock Chart From Oct 2024 to Nov 2024
Brookfield Infrastructur... (NYSE:BIP-A) Historical Stock Chart From Nov 2023 to Nov 2024
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*Across 3 years $1305.00 only $522.00