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Brookfield Infrastructure Partners LP

For the period ended Dec 31, 2023. Filed Mar 18, 2024.

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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2023 · Filed Mar 18, 2024

BIP$39.45+4.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
for the fiscal year ended December 31, 2023
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-33632

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Bermuda

(Jurisdiction of incorporation or organization)

73 Front Street

Hamilton, HM 12, Bermuda

(Address of principal executive offices)

Jane Sheere

73 Front Street

Hamilton, HM 12, Bermuda

+1-441-294-3309

bip.enquiries@brookfield.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Title of classTrading Symbol(s)Name of each exchange on which registered
Limited Partnership UnitsBIP; BIP UNNew York Stock Exchange; Toronto Stock Exchange
Class A Preferred Limited Partnership Units, Series 13BIP PR ANew York Stock Exchange
Class A Preferred Limited Partnership Units, Series 14BIP PR BNew York Stock Exchange
5.000% Subordinated Notes due 2081 (and the subordinated guarantees related thereto)BIPHNew York Stock Exchange
5.125% Perpetual Subordinated Notes (and the subordinated guarantees related thereto)BIPINew York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

461,343,972 Limited Partnership Units as of December 31, 2023

4,989,265 Class A Preferred Limited Partnership Units, Series 1 as of December 31, 2023

4,989,262 Class A Preferred Limited Partnership Units, Series 3 as of December 31, 2023

7,986,595 Class A Preferred Limited Partnership Units, Series 9 as of December 31, 2023

9,936,190 Class A Preferred Limited Partnership Units, Series 11 as of December 31, 2023

8,000,000 Class A Preferred Limited Partnership Units, Series 13 as of December 31, 2023

8,000,000 Class A Preferred Limited Partnership Units, Series 14 as of December 31, 2023

1 General Partner Unit as of December 31, 2023

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or an emerging growth company. See definition of “accelerated filer”, “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one)

Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ U.S. GAAP☒ International Financial Reporting Standards as issued by theInternational Accounting Standards Board☐ Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

TABLE OF CONTENTS

PAGE
INTRODUCTION AND USE OF CERTAIN TERMS1
FORWARD-LOOKING STATEMENTS6
PART I12
Item 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS12
Item 2.OFFER STATISTICS AND EXPECTED TIMETABLE12
Item 3.KEY INFORMATION12
3.A[RESERVED]12
3.BCAPITALIZATION AND INDEBTEDNESS12
3.CREASONS FOR THE OFFER AND USE OF PROCEEDS12
3.DRISK FACTORS12
Item 4.INFORMATION ON THE COMPANY66
4.AHISTORY AND DEVELOPMENT OF BROOKFIELD INFRASTRUCTURE66
4.BBUSINESS OVERVIEW72
4.CORGANIZATIONAL STRUCTURE103
4.DPROPERTY, PLANT AND EQUIPMENT107
Item 4A.UNRESOLVED STAFF COMMENTS108
Item 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS108
5.AOPERATING RESULTS113
5.BLIQUIDITY AND CAPITAL RESOURCES144
5.CRESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.165
5.DTREND INFORMATION165
5.ECRITICAL ACCOUNTING ESTIMATES167
Item 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES169
6.ADIRECTORS AND SENIOR MANAGEMENT169
6.BCOMPENSATION177
6.CBOARD PRACTICES178
6.DEMPLOYEES183
6.ESHARE OWNERSHIP183
6.FDISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION183
Item 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS184
7.AMAJOR SHAREHOLDERS184
7.BRELATED PARTY TRANSACTIONS185
7.CINTERESTS OF EXPERTS AND COUNSEL282
Item 8.FINANCIAL INFORMATION283
8.ACONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION283
8.BSIGNIFICANT CHANGES283
Item 9.THE OFFER AND LISTING283
9.AOFFER AND LISTING DETAILS283
9.BPLAN OF DISTRIBUTION283
9.CMARKETS283
9.DSELLING SHAREHOLDERS283
9.EDILUTION283
9.FEXPENSES OF THE ISSUE283

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Item 10.ADDITIONAL INFORMATION284
10.ASHARE CAPITAL284
10.BMEMORANDUM AND ARTICLES OF ASSOCIATION284
10.CMATERIAL CONTRACTS316
10.DEXCHANGE CONTROLS319
10.ETAXATION319
10.FDIVIDENDS AND PAYING AGENTS357
10.GSTATEMENT BY EXPERTS357
10.HDOCUMENTS ON DISPLAY357
10.ISUBSIDIARY INFORMATION357
Item 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK357
Item 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES357
PART II358
Item 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES358
Item 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS358
Item 15.CONTROLS AND PROCEDURES358
Item 16.[RESERVED]359
16.AAUDIT COMMITTEE FINANCIAL EXPERT359
16.BCODE OF ETHICS359
16.CPRINCIPAL ACCOUNTANT FEES AND SERVICES360
16.DEXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE360
16.EPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS361
16.FCHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT363
16.GCORPORATE GOVERNANCE363
16.HMINE SAFETY DISCLOSURES363
16.IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS363
16.JINSIDER TRADING POLICIES363
16.KCYBERSECURITY364
PART III366
Item 17.FINANCIAL STATEMENTS366
Item 18.FINANCIAL STATEMENTS366
Item 19.EXHIBITS366

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.