Brookfield Infrastructure Partners L.P.
For the period ended Dec 31, 2024. Filed Mar 24, 2025.
View on SEC.govAbout this filing
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.
FY2024 · Filed Mar 24, 2025
Contents
Cover page
Show cover page
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, 2024 | |
| 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 class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Limited Partnership Units | BIP; BIP UN | New York Stock Exchange; Toronto Stock Exchange |
| Class A Preferred Limited Partnership Units, Series 13 | BIP PR A | New York Stock Exchange |
| Class A Preferred Limited Partnership Units, Series 14 | BIP PR B | New York Stock Exchange |
| 5.000% Subordinated Notes due 2081 (and the subordinated guarantees related thereto) | BIPH | New York Stock Exchange |
| 5.125% Perpetual Subordinated Notes (and the subordinated guarantees related thereto) | BIPI | New York Stock Exchange |
| 7.250% Subordinated Notes due 2084 (and the subordinated guarantees related thereto) | BIPJ | New 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:
461,855,350 Limited Partnership Units as of December 31, 2024
4,989,265 Class A Preferred Limited Partnership Units, Series 1 as of December 31, 2024
4,989,262 Class A Preferred Limited Partnership Units, Series 3 as of December 31, 2024
7,986,595 Class A Preferred Limited Partnership Units, Series 9 as of December 31, 2024
9,936,190 Class A Preferred Limited Partnership Units, Series 11 as of December 31, 2024
8,000,000 Class A Preferred Limited Partnership Units, Series 13 as of December 31, 2024
8,000,000 Class A Preferred Limited Partnership Units, Series 14 as of December 31, 2024
1 General Partner Unit as of December 31, 2024
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 TERMS | 1 | ||
| FORWARD-LOOKING STATEMENTS | 7 | ||
| PART I | 13 | ||
| Item 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 13 | |
| Item 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 13 | |
| Item 3. | KEY INFORMATION | 13 | |
| 3.A | [RESERVED] | 13 | |
| 3.B | CAPITALIZATION AND INDEBTEDNESS | 13 | |
| 3.C | REASONS FOR THE OFFER AND USE OF PROCEEDS | 13 | |
| 3.D | RISK FACTORS | 13 | |
| Item 4. | INFORMATION ON THE COMPANY | 65 | |
| 4.A | HISTORY AND DEVELOPMENT OF BROOKFIELD INFRASTRUCTURE | 65 | |
| 4.B | BUSINESS OVERVIEW | 71 | |
| 4.C | ORGANIZATIONAL STRUCTURE | 102 | |
| 4.D | PROPERTY, PLANT AND EQUIPMENT | 107 | |
| Item 4A. | UNRESOLVED STAFF COMMENTS | 107 | |
| Item 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 107 | |
| 5.A | OPERATING RESULTS | 112 | |
| 5.B | LIQUIDITY AND CAPITAL RESOURCES | 142 | |
| 5.C | RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. | 165 | |
| 5.D | TREND INFORMATION | 165 | |
| 5.E | CRITICAL ACCOUNTING ESTIMATES | 167 | |
| Item 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 169 | |
| 6.A | DIRECTORS AND SENIOR MANAGEMENT | 169 | |
| 6.B | COMPENSATION | 178 | |
| 6.C | BOARD PRACTICES | 179 | |
| 6.D | EMPLOYEES | 184 | |
| 6.E | SHARE OWNERSHIP | 184 | |
| 6.F | DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION | 184 | |
| Item 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 185 | |
| 7.A | MAJOR SHAREHOLDERS | 185 | |
| 7.B | RELATED PARTY TRANSACTIONS | 186 | |
| 7.C | INTERESTS OF EXPERTS AND COUNSEL | 293 | |
| Item 8. | FINANCIAL INFORMATION | 294 | |
| 8.A | CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION | 294 | |
| 8.B | SIGNIFICANT CHANGES | 294 | |
| Item 9. | THE OFFER AND LISTING | 294 | |
| 9.A | OFFER AND LISTING DETAILS | 294 | |
| 9.B | PLAN OF DISTRIBUTION | 294 | |
| 9.C | MARKETS | 294 | |
| 9.D | SELLING SHAREHOLDERS | 294 | |
| 9.E | DILUTION | 294 | |
| 9.F | EXPENSES OF THE ISSUE | 294 | |
i
| Item 10. | ADDITIONAL INFORMATION | 295 | |
|---|---|---|---|
| 10.A | SHARE CAPITAL | 295 | |
| 10.B | MEMORANDUM AND ARTICLES OF ASSOCIATION | 295 | |
| 10.C | MATERIAL CONTRACTS | 327 | |
| 10.D | EXCHANGE CONTROLS | 330 | |
| 10.E | TAXATION | 330 | |
| 10.F | DIVIDENDS AND PAYING AGENTS | 363 | |
| 10.G | STATEMENT BY EXPERTS | 363 | |
| 10.H | DOCUMENTS ON DISPLAY | 363 | |
| 10.I | SUBSIDIARY INFORMATION | 363 | |
| Item 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 363 | |
| Item 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 363 | |
| PART II | 364 | ||
| Item 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 364 | |
| Item 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 364 | |
| Item 15. | CONTROLS AND PROCEDURES | 364 | |
| Item 16. | [RESERVED] | 365 | |
| 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 365 | |
| 16B. | CODE OF ETHICS | 365 | |
| 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 366 | |
| 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE | 366 | |
| 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 367 | |
| 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | 367 | |
| 16G. | CORPORATE GOVERNANCE | 367 | |
| 16H. | MINE SAFETY DISCLOSURES | 368 | |
| 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 368 | |
| 16J. | INSIDER TRADING POLICIES | 368 | |
| 16K. | CYBERSECURITY | 369 | |
| PART III | 371 | ||
| Item 17. | FINANCIAL STATEMENTS | 371 | |
| Item 18. | FINANCIAL STATEMENTS | 371 | |
| Item 19. | EXHIBITS | 371 | |
ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.