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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 the Americas, Asia Pacific and Europe. It is focused on assets that have contracted and regulated revenues that generate predictable and stable cash flows. Our group has appointed the Service Providers to provide certain management, administrative and advisory services for a fee under the Master Services Agreement. The Brookfield Holders’ collective economic interest in our partnership is approximately 26.5% 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 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 January 29, 2026, the board of directors of our General Partner approved a 6% increase in our quarterly distribution to $0.455 per unit (or $1.82 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 9% over the last 15 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 https://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:
Date Segment Event
January 2023 Utilities: On January 4, 2023, Brookfield Infrastructure acquired HomeServe PLC (“HomeServe”), a residential infrastructure business operating in North America and Europe, for total equity consideration of approximately $1.2 billion. The partnership has an effective 26% and 25% interest in HomeServe’s North American and European businesses, respectively.
February 2023 Data: On February 1, 2023, Brookfield Infrastructure acquired an effective 6% interest in a European telecom tower operation, for total equity consideration of approximately $700 million.
April 2023 Midstream: On April 1, 2023, our North American gas storage operation sold a portion of its U.S. gas storage portfolio for net proceeds of approximately $70 million.
April 2023 Transport: On April 26, 2023, a subsidiary of Brookfield Infrastructure completed the sale of its 50% interest in a freehold landlord port in Victoria, Australia, which generated net proceeds of approximately $70 million.
May 2023 Utilities: On May 2, 2023, Brookfield Infrastructure exercised its option to acquire an additional 15% interest in Transmissora Sertaneja de Eletricidade S.A. (“Sertaneja”), a Brazilian electricity transmission operation, for $35 million, increasing Brookfield Infrastructure’s effective ownership in Sertaneja to 31%. Sertaneja owns and operates approximately 480 kilometers of electricity transmission lines in Brazil.
June 2023 Midstream: On June 15, 2023, a subsidiary of Brookfield Infrastructure sold a portion of its interest in its U.S. gas pipeline for net proceeds of approximately $420 million, decreasing its ownership from approximately 38% to 25%.
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Date Segment Event
June 2023 Data: On June 15, 2023, Brookfield Infrastructure sold its effective 12% interest in its New Zealand data distribution business for net proceeds of approximately $275 million.
June 2023 Transport: On June 15, 2023, Brookfield Infrastructure completed the sale of its interest in its Indian toll roads operation for net proceeds of approximately $180 million.
July 2023 Corporate: On July 27, 2023, Alberta Finco issued C$700 million aggregate principal amount of medium-term notes, comprised of C$500 million aggregate principal amount of Series 13 Notes, due July 27, 2030, which bear interest at rate of 5.710% per annum, and C$200 million aggregate principal amount of Series 14 Notes, due July 27, 2053, which bear interest at a rate of 5.950% per annum.
August 2023 Data: On August 1, 2023, Brookfield Infrastructure acquired Data4 Group (“Data4”), a European hyperscale data center platform, for consideration of approximately $600 million. The partnership has an effective 19% interest in Data4.
August 2023 Data: In August of 2023, Brookfield Infrastructure sold a portion of its interest in our Indian telecom tower operation for net proceeds of approximately $35 million.
August 2023 Utilities: On August 31, 2023 Brookfield Infrastructure sold its 7.9% interest in AusNet Serviced Ltd. (“AusNet”), an Australian regulated utility operation, for net proceeds of $435 million.
September 2023 Utilities: On September 6, 2023, Brookfield Infrastructure acquired an additional 6% interest in our U.K residential infrastructure operation, increasing our ownership of the business to approximately 21%. Total consideration paid was approximately $6 million.
September 2023 Transport: On September 28, 2023, our group, through its subsidiary BIPC, completed the acquisition of Triton International Limited (“Triton”), a global intermodal logistics operation, for consideration of $1.2 billion. In connection with the Triton acquisition, consideration paid included $751 million of BIPC exchangeable shares issued and $55 million of pre-existing interest in the business. The partnership has an effective 28% interest in Triton.
September 2023 Corporate: On September 29, 2023, a subsidiary of BN exercised its redemption right in respect of 3.3 million Redeemable Partnership Units of the Holding LP. BIP exercised its call right in respect of such Redeemable Partnership Units and issued 3.3 million units to such subsidiary. The units were valued at approximately $100 million, representing 1% of its interest in Brookfield Infrastructure, and were subsequently transferred to subsidiaries of BWS.
October 2023 Data: On October 3, 2023, Brookfield Infrastructure acquired an approximate 15% interest in a North American hyperscale data center platform, for total consideration of approximately $400 million.
January 2024 Data: On January 12, 2024, Brookfield Infrastructure, through its U.S. colocation data center operation, acquired a portfolio of data centers out of bankruptcy from Cyxtera Technologies (“Cyxtera”). The purchase price was fully funded through debt, and did not require any new equity capital.
February 2024 Corporate: On February 22, 2024, our partnership repaid all medium-term notes maturing February 22, 2024 for $531 million.
April 2024 Transport: On April 18, 2024, Brookfield Infrastructure completed the acquisition of an additional 10% interest in our Brazilian rail and port logistics business, for total consideration of approximately $350 million, increasing our ownership to approximately 21%.
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Date Segment Event
May / June 2024 Corporate: On May 31, 2024 and June 5, 2024, Alberta Finco issued subordinated notes with an aggregate principal amount of $158 million. The notes are fully and unconditionally guaranteed on a subordinated basis by our partnership and certain of our subsidiaries. The subordinated notes mature on May 31, 2084, and have a coupon rate of 7.250% per annum.
June 2024 Transport: On June 10, 2024, Brookfield Infrastructure terminated its voting agreement over its Peruvian toll road operations, reverting control over this asset to Brookfield. Upon deconsolidation, the partnership’s interest in its Peruvian toll road operation was recognized as a financial asset.
September 2024 Data: On September 12, 2024, Brookfield Infrastructure acquired an approximate 16% interest in an Indian telecom operation, for total consideration of approximately $140 million of equity capital with the balance funded through acquisition debt.
November 2024 Corporate: On November 29, 2024, Alberta Finco issued fixed-to-fixed reset rate subordinated notes with an aggregate principal amount of $300 million. The fixed-to-fixed reset rate subordinated notes mature on March 15, 2055, and will bear interest at an annual rate of 6.750% until March 15, 2030.
December 2024 Corporate: On December 5, 2024, BIPIC, an indirect subsidiary of the partnership, redeemed all 4,000,000 of its outstanding senior Preferred Shares, series 1 (the “BIPIC Preferred Shares”) for cash. The redemption price for each BIPIC Preferred Shares was C$26.75.
December 2024 Utilities: On December 23, 2024, Brookfield Infrastructure exercised its option to acquire an additional 15% interest in Chimarrão Transmissora de Energia S.A. (“Chimarrão”), a Brazilian electricity transmission operation, for $22 million, increasing Brookfield Infrastructure’s effective ownership in Chimarrão to 31%. Chimarrão owns and operates approximately 840 kilometers of electricity transmission lines in Brazil.
December 2024 Corporate: On December 24, 2024, the partnership, BIHC and BIPC completed a reorganization through a court approved plan of arrangement under the BCBCA (the “Arrangement”) pursuant to which (i) holders of class A exchangeable subordinate voting shares of BIHC, other than Brookfield, received BIPC exchangeable shares in exchange for their class A exchangeable subordinate voting shares of BIHC on a one-for-one basis; (ii) Brookfield transferred its class A exchangeable subordinate voting shares of BIHC to BIPC in exchange for class A.2 exchangeable shares on a one-for-one basis; (iii) the class A exchangeable subordinate voting shares of BIHC were delisted; and (iv) the exchangeable shares of BIPC were listed on the NYSE and the TSX. The exchangeable shares are listed on the TSX and the NYSE under the symbol “BIPC”.
December 2024 Data: On December 30, 2024, Brookfield Infrastructure sold its fiber platform within its French telecom infrastructure business for proceeds of $100 million.
January / March 2025 Utilities: On January 13, 2025 and March 26, 2025, Brookfield Infrastructure completed the sale of its Mexican regulated natural gas transmission pipelines for net proceeds of approximately $125 million.
March 2025 Transport: On March 26, 2025, our global intermodal logistics operations sold its 33% interest in a stabilized container subsidiary for net proceeds of approximately $120 million. Following our sale, our global intermodal logistics operation retained a 67% interest as an investment in associate.
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Date Segment Event
April 2025 Utilities: On April 29, 2025, Brookfield Infrastructure exercised its option to acquire an additional 15% interest in Mantiqueira Transmissora de Energia S.A (“Mantiqueira”), a Brazilian electricity transmission operation, for approximately $45 million, increasing Brookfield Infrastructure’s effective ownership in Mantiqueira to 31%. Mantiqueira owns and operates approximately 1,200 kilometers of electricity transmission lines in Brazil.
May 2025 Midstream: On May 9, 2025, Brookfield Infrastructure completed the sale of the remaining 25% interest in its U.S. gas pipeline for net proceeds of approximately $400 million.
May 2025 Corporate: On May 16, 2025, Alberta Finco issued fixed-to-fixed reset rate subordinated notes with an aggregate principal amount of C$250 million. The fixed-to-fixed reset rate subordinated notes mature on September 1, 2055, and will bear interest at an annual rate of 5.598% until September 1, 2030.
June 2025 Transport: On June 13, 2025, Brookfield Infrastructure sold a 23% interest in its Australian export terminal operation for net proceeds of approximately $280 million. The sale reduced our interest from approximately 49% to 26%.
June 2025 Corporate: On June 30, 2025, our partnership redeemed all of its outstanding cumulative class A preferred limited partnership units, series 1 (“Series 1 Preferred Units”). The redemption price for each Series 1 Preferred Unit was C$25.00 for an aggregate purchase price of $90 million.
July 2025 Transport: On July 1, 2025, our global intermodal logistics operation acquired the container portfolio of Global Container International LLC (“GCI”), a container fleet operator of approximately half a million twenty-foot equivalent units. The purchase price was fully funded through debt and retained cash at our global intermodal logistics operation, and did not require any new equity capital.
July 2025 Midstream: On July 31, 2025, Brookfield Infrastructure completed the acquisition of Colonial Enterprises Inc (“Colonial”), the largest refined products pipeline system in the U.S., for total consideration of approximately $900 million.
July / August 2025 Data: In the third quarter, our European hyperscale data center platform sold a 90% interest in a portfolio of stabilized data center assets for net proceeds of approximately $310 million; the sale occurred over two transactions on July 31, 2025 and August 29, 2025. Following the sale, our European hyperscale data center platform retained a 10% interest as an investment in associate.
September 2025 Data: On September 3, 2025, Brookfield Infrastructure completed the acquisition of Hotwire Communications (“Hotwire”), a leading provider of bulk fiber-to-the-home services in key growing markets in the U.S., for total consideration of approximately $800 million.
September 2025 Transport: On September 12, 2025, Brookfield Infrastructure completed the sale of the remaining 26% interest in its Australian export terminal operation for net proceeds of approximately $350 million.
September 2025 Utilities: In September 2025, Brookfield Infrastructure sold a portion of its interest in its Indian gas transmission operation for net proceeds of approximately $55 million. The sale reduced our interest from approximately 21% to approximately 12%.
September 2025 Transport: On September 24, 2025, Brookfield Infrastructure completed the sale of its 33.5% interest in its Australian container terminal operation for net proceeds of approximately $495 million.
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Date Segment Event
September 2025 Corporate: On September 24, 2025, Alberta Finco issued C$700 million aggregate principal amount of medium-term notes, comprised of C$375 million aggregate principal amount of Series 15 Notes, due January 6, 2031, which bear interest at a rate of 3.700% per annum, and C$325 million aggregate principal amount of Series 16 Notes, due September 24, 2035, which bear interest at a rate of 4.526% per annum.
September 2025 Transport: On September 29, 2025, our global intermodal logistics operation completed a further sell down of a 33% interest in a stabilized container portfolio for net proceeds of approximately $115 million. Following the sale, our global intermodal logistics operation retained a 34% interest in the portfolio.
October 2025 Transport: On October 1, 2025, Brookfield Infrastructure sold a 34% interest in its U.K port operation for net proceeds of approximately $380 million. The sale reduced our interest from approximately 59% to approximately 25%.
October 2025 Midstream: On October 15, 2025, Brookfield Infrastructure completed the initial public offering (“IPO”) of our North American gas storage platform for net proceeds of approximately $230 million. As a result of the IPO, our partnership partially sold down its interest in the business from approximately 40% to approximately 29%.
November 2025 Corporate: On November 19, 2025, BIPC launched an “at the market” program, whereby it may offer and sell up to $400 million BIPC exchangeable shares directly from treasury (“BIPC ATM”). Please refer to Item 7.B “Related Party Transactions—Relationship with BIPC and BIHC —BIPC ATM” for further details.
November 2025 Utilities: On November 19, 2025, Brookfield Infrastructure agreed to sell its interest in Mantiqueira Transmissora de Energia S.A (“Mantiqueira”), a Brazilian electricity transmission operation, for approximately $150 million. The transaction is expected to close in the first half of 2026, subject to satisfying customary closing conditions.
December 2025 Utilities: On December 11, 2025, Brookfield Infrastructure acquired an effective 25% interest in SK Airplus, a South Korean industrial gas business that supplies gaseous nitrogen, clean dry air and other industrial gases to industry-leading and investment-grade semiconductor manufacturers, for total equity consideration of approximately $125 million.
December 2025 Corporate: On December 31, 2025, our partnership redeemed all of its outstanding cumulative class A preferred limited partnership units, series 3 (“Series 3 Preferred Units”). The redemption price for each Series 3 Preferred Unit was C$25.00 for an aggregate purchase price of approximately $90 million.
January 2026 Transport: On January 1, 2026, Brookfield Infrastructure completed the acquisition of Wells Fargo Rail via a joint venture with GATX Corporation (“GATX”), for total equity consideration of approximately $300 million. The acquired portfolio consists of a fleet of approximately 125,000 railcars and 400 locomotives, operating across the United States, Canada, and Mexico and is operated in conjunction with a leading railcar operator with extensive industry experience.
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 • Americas & Asia Pacific• Americas, Europe & Asia Pacific
Transport
Provide transportation for freight, commodities and passengers • Diversified Terminals • Rail • Toll Roads • North America, Europe & Asia Pacific• Americas, Europe & Asia Pacific• Brazil
Midstream
Systems that provide transportation, gathering, processing and storage services • Midstream • North America
Data
Provide infrastructure and services to telecom companies, technology and cloud computing providers and enterprise clients, including a growing portfolio of AI-related infrastructure to support the build-out and development of artificial intelligence • Data Transmission & Distribution • Data Storage • North America, Europe & Asia Pacific• Americas, Europe & 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 a regulatory body, or price control frameworks. These include our regulated transmission (natural gas, electricity and industrial gas business) and commercial and residential distribution (electricity, natural gas, water connections, residential infrastructure and other essential home services) 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. For our regulated assets, the return that we earn is typically determined by a regulator or bilateral customer contract 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. Approximately 90% of our utilities segment’s Adjusted EBITDA is supported by regulated or long-term contractual revenues.
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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 risk-adjusted 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.
Our utilities segment is comprised of the following:
Regulated Transmission
•Approximately 3,100 kilometers of operational electricity transmission lines in Brazil
•Approximately 3,500 kilometers of natural gas pipelines in Brazil, and India
•An industrial gases production facility and pipelines with a capacity of approximately 314,500 normal meter cubed per hour (“Nm3/hr”) and a bulk liquefied carbon dioxide production facility with production capacity of 140,000 tons per annum (“tpa”) in South Korea
Commercial and Residential Distribution
•Approximately 7.3 million operating connections, predominantly electricity and natural gas
•Provides residential infrastructure, including heating, ventilation, and air conditioning (“HVAC”) and water products including heating and purification, as well as other essential home services to approximately 9.8 million customers with approximately 17.4 million policies and 1.7 million rental and financing contracts in Canada, the United States and Europe.
•Approximately 0.8 million long-term contracted sub-metering services within Canada and the United States
•Approximately 3.1 million meters under management in Australia and New Zealand
Regulated Transmission
Our regulated electricity transmission operation in Brazil includes four different concessions and is comprised of approximately 3,100 kilometers of operating electricity transmission lines. We have invested a total of $80 million into the lines. These are 30-year concession contracts 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 under a perpetual authorization regime in the states of Rio de Janeiro, Sao Paulo and Minas Gerais. As of December 31, 2025, the total capacity of 158 million cubic meters was fully contracted under long-term “ship-or-pay”, inflation adjusted gas transportation agreements (“GTAs”). On January 1, 2026, the expiration of the first GTA occurred, transitioning to a RAB-based regulatory regime, in which tariffs reset every five years. The remaining four GTAs have an average remaining life of five years.
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 of installed power and two pipeline operation centers for remote pipeline operations. The business is contracted to generate stable cash flows through a capacity based “ship-or-pay” agreement with a high-quality counterparty.
Our Korean industrial gas business supplies critical gases to leading global semiconductor producers, representing ~70% of the global memory semiconductor market. This business has two segments, including its pipeline segment, which is backed by 20-year take-or-pay contracts, and its bulk segment, which benefits from long-term agreements (~20 years) with over 70% of volumes under contract and indexed pricing.
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Strategic Position
Our regulated transmission operations occupy key positions in the markets in which we operate. In Brazil, our operational transmission lines 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.
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, which are underpinned by 30-year concession agreements that expire between 2046 and 2049. Our Brazilian natural gas transmission operation had 100% of its capacity fully contracted with inflation protection, entirely generated under long-term ship-or-pay GTAs until the end of 2025, with a gradual transition to a RAB-based regulatory regime between 2026 and 2031.
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 existing gas production, to the western part of the country.
In Korea, our industrial gas business supplies essential gases for semiconductor production. We believe the global semiconductor market is expected to grow at roughly 10% annually, fueled by accelerating demand from the digital infrastructure sector. We believe our geographic proximity to manufacturers, combined with our preferred supplier status, positions us well to serve this increasing demand.
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 under contracts expiring between 2039 and 2041 until the approval of new legislation in April 2021 (the “Brazil Gas Law”), which changed the contracts from finite to perpetual. 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.
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.
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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 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 Korean industrial gas business is positioned to deliver scalable growth. The facilities are located in close proximity to key fabrication sites, and demand growth is expected to be influenced by strong customer relationships and the broader semiconductor industry cycle.
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 7.3 million operating 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 3.5 million operating connections. In Colombia, our natural gas distribution business primarily services the city of Bogotá, which represents approximately 70% of the total system rate base with the remaining 30% located across other cities and municipalities around the country.
Our residential infrastructure businesses own, maintain, and service critical in-home infrastructure across a large installed base of home equipment including heating, cooling, water heaters, solar and energy storage solutions. The large customer base is under long-term contracts including both residential and commercial customers primarily across Canada, the United States, Europe and the U.K. The terms of the contracts 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 addition to leasing, customers can purchase the equipment outright or through financing options. The businesses also provide other complementary services such as repair, maintenance and protection plans along with plumbing, electrical and other home services. With approximately 1.7 million rental and consumer finance contracts and 17.4 million service and policy contracts, the businesses are well established in each of their core markets and have a growing annuity base.
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Our residential infrastructure businesses also provide smart meter and sub-metering services under contracts typically up to 20 years in length 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 approximately 0.8 million contracted services, making it the largest sub-metering provider in North America, and the largest in our core markets including New York and Ontario. 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 a number of Australian retailers. Across Australia and New Zealand, the business has installed approximately 3.1 million meters under management.
Strategic Position
Our commercial and residential distribution 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 3.8 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 26,680 kilometers. Our U.K. and Colombian operations generate stable cash flows in the geographies in which we operate.
Our residential infrastructure operation is one of the largest home energy solutions businesses in North America, with a growing footprint in Europe and the U.K. Our strategy is to provide a full-service whole-home offering that allows for the ability to cross-sell multiple products per home across our scaled platform. We seek to grow our recurring cash flows through subscription-based policies to homeowners to cover a range of home emergencies, principally plumbing, heating and electric systems. 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 the province of 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.
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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 and are developing alternate technologies to support the transition from gas. Once connections are established, we charge rates based on the tariff of the distribution utility with which we are interconnected. The connection rate is typically adjusted annually and provides inflation protection as it escalates at inflation. The gas connection rate is subject to a cap and floor that escalates by an inflation factor minus an efficiency factor determined by the U.K. regulator, providing a high degree of certainty of income following installation. Connections revenue does not vary materially with volume transported over our system.
Our Colombian 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 by the Colombian Comisión de Regulación de Energía y Gas during tariff reviews that commence every five years, the most recent of which was completed in 2025. Our annual regulated return is approximately 13% and is adjusted by an inflation factor between rate reviews.
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 operations and smart meter operations are not subject to rate or return regulation.
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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) long-term growth in the U.K. housing stock, and (iii) the growth of complementary product offerings such as water, fiber and alternative heat products, which will increase our bundled service offering to new and existing customers. In Colombia, 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 2.6 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. The consumer financing industry represents a significant untapped growth opportunity by leveraging our existing regulated customer base. Overall, we believe we are well positioned for future growth opportunities.
Our residential infrastructure businesses have a multi-faceted growth strategy and strong platform for expansion. Our businesses have embedded growth through price escalation across the installed base and a growing pipeline of additions from utilities and builders. Organic growth is further supplemented through cross-selling and new product introduction to existing customers along with geographic expansion. Long-term growth in the industry is supported by numerous structural tailwinds including the energy transition across many of the markets that we operate in such as Canada, France and Spain.
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. We see additional opportunities to accelerate the growth of our U.S. operations through partnerships with large multi-family property managers and tuck-in acquisitions of U.S. based sub-metering service providers. In our core Ontario market, we see favorable conditions to expand our base of long-term contracted revenues by supporting the development of additional multi-family housing units to meet growing demand.
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.
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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 paid an access charge, transportation fee, or lease payment. 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 a price ceiling or other rate regulations 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 long term customer relationships. The diversification within our transport segment mitigates the impact of fluctuations in demand from any particular sector, commodity or customer. Approximately 85% of our transport segment’s Adjusted EBITDA is supported by contracted 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
•Global fleet of approximately 7.4 million twenty-foot equivalent units (“TEUs”) intermodal containers under long-term contracts, primarily serving the world’s major shipping lines
•An approximately 30 million tonnes per annum (“mtpa”) LNG export terminal in the United States
•6 terminals in the U.K. facilitating global trade of goods, natural resources and commodities
•Port handling and logistics business in Australia and New Zealand which handles over 30 million tonnes of cargo annually
Rail
•Over 110 short line and regional freight railroads comprising approximately 21,000 kilometers of track in North America and Europe
•A track network spanning approximately 5,500 kilometers in Western Australia, serving as the network operator in the southern half of the state
•Approximately 9,800 kilometers of rail in Brazil, of which 8,000 kilometers are owned
•A portfolio of approximately 125,000 railcars and 400 locomotives, operating across North America
Toll Roads
•Approximately 3,200 kilometers of motorways in Brazil
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Diversified Terminals
Our global intermodal logistics operation is the world’s largest lessor of intermodal containers with a fleet of four million containers representing 7.4 million TEUs. Operations include the acquisition, leasing, re-leasing, and subsequent sale of multiple types of intermodal containers and chassis to our customers, which include the largest container shipping lines. Our lease products provide numerous operational and financial benefits to our shipping line customers, including operating flexibility, fleet size and mix flexibility, and an alternative source of financing to our customers.
Our U.S. LNG export terminal is located in Louisiana and is one of the largest LNG production facilities in the world. The terminal includes six operational liquefaction trains each capable of producing approximately five mtpa, of LNG resulting in aggregate nominal production of approximately 30 mtpa. In addition, the terminal has five LNG storage tanks, vaporizers with regasification capacity of approximately four billion cubic feet (“Bcf”) per day, three marine berths and is authorized to export approximately 1,700 Bcf per year of mostly domestically procured natural gas to countries around the world. Revenues are primarily generated from largely fixed price take-or-pay agreements with counterparties under long-term contracts. Existing contracts have a weighted average remaining length of approximately 13 years and represent approximately 85% of total production capacity through the mid-2030s.
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. The SHA status gives our U.K. port operation the right to charge vessel and cargo owners conservancy tariffs (toll-like dues) for the use of the River Tees. In addition to our conservancy revenues, our U.K. port operation generates revenues from port handling services for bulk and container volumes as well as property income from its freehold land base of approximately 2,400 acres strategically located in close proximity to our port. Approximately 40% of our EBITDA is earned from conservancy and pilotage tariffs and approximately 30% of our EBITDA is generated from long-term property leases.
Our Australian operations include storage, handling and logistics operations at 33 locations throughout Australia and New Zealand with approximately 8.8 million tonnes of bulk and general cargo and 25.2 million tonnes of forestry products handled in 2025.
Strategic Position
Our global intermodal logistics operation has an extensive global presence, offering leasing and sales services to the world’s largest shipping lines through 21 local offices and over 450 third-party owned depots across 40 countries. Our position as the largest global owner and lessor of intermodal containers provides scale efficiencies and enhances the service quality provided to our customers. Our primary customers include the world’s top shipping lines that collectively account for 85% of global shipping capacity.
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 capture future offshore demand as markets transition to reliable and abundant LNG.
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Our U.K. port operations are strategically located, with principal operations in Teesport, 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. In addition, our U.K. port operations have a number of long-term contracts with established counterparties, including large multinational corporations.
Our Australian storage, handling and logistics business benefits from geographic diversification, with operations at 33 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, mining, marine, energy, and resources.
Regulatory Environment
Our global intermodal logistics operation is subject to regulations promulgated in various countries, including the United States, seeking to protect the integrity of international commerce, as well as regulation implementing equipment safety measures. These regulations encompass environmental and operational standards designed to provide uniform international safety measures in the transport and handling of containers and chassis.
Our U.S. LNG export terminal is regulated by the Federal Energy Regulatory Commission (“FERC”) under the Natural Gas Act of 1938, as well as the U.S. Department of Energy. The U.S. Department of Energy authorizes exports to other countries, whether or not under free trade agreements with the U.S.
Our U.K. port operation is unregulated, however 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.
Growth Opportunities
Containerized trade is a critical component of the global supply chain, and we expect continued high demand for intermodal containers as a result of economic growth in developed and emerging markets and the decentralization of supply chains. As a leading lessor of intermodal containers, we are well positioned to benefit from these trends through disciplined fleet investment and customer-focused leasing products.
Our U.S. LNG export terminal continues to explore opportunities to increase throughput through debottlenecking initiatives and expansion. We believe these projects would further strengthen our market position and the operating capabilities of the terminal.
Our U.K. port operation’s flexible, multi-purpose capacity positions it to benefit from numerous growth initiatives. In recent years, the expansion of our 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 operation to be the main entry point for cargo destined for the northern England market. Our U.K. port operation also benefited from the re-setting of long-term agreements to market rates, further driving increases in property rental income and conservancy fees. The port’s strategic location positions it well to take advantage of the U.K.’s clean energy initiatives including the U.K. government’s large-scale investment in carbon capture projects.
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Rail
Our North American and U.K. rail operations are comprised of approximately 21,000 kilometers of owned and leased rail infrastructure and approximately 6,000 kilometers of additional track that we access through various contractual arrangements. This rail infrastructure provides essential transportation infrastructure services predominantly in North America and the U.K. The operations’ 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, as well as demurrage, storage, car hire, track access rights, and other ancillary revenues related to the movement of freight.
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 24 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 600 locomotives and 21,000 wagons. They provide below and above rail services for approximately 9,800 kilometers of track. Our Brazilian rail operations are subject to a regulatory framework that establishes productivity standards, volume goals and price caps. Currently, we operate under two rail concession agreements with the local government. One concession has approximately one year remaining and we are in advanced negotiations to renew it for an additional 30 years. The other concession has 12 years remaining. 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.
Our North American railcar leasing platform consists of approximately 125,000 railcars and 400 locomotives, serving a diverse customer base, including Class I railroads and large industrial shippers, which collectively form the backbone of the North American freight network. The fleet includes a broad mix of freight car types and the majority of the portfolio is jointly owned and operated in partnership with GATX, an industry-leading lessor with over 125 years of operating experience.
Strategic Position
Our North American rail operation has global operations that span 41 U.S. states, five Canadian provinces, and together with the U.K. operation, serves approximately 3,200 customers. 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 the largest commodity making up approximately 17% 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 92% of the operations’ revenue, through long dated track access contracts with approximately 75% fixed revenue.
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Our Brazilian rail operations span ten states and operate in five 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, steel sector, industrial, sugar, and fertilizer, which are generated from a diversified customer base.
Our North American railcar leasing platform is the second largest in North America, providing scaled exposure to equipment that underpins the North American industrial economy. Railcars and locomotives are essential to transporting critical commodities including agriculture, energy, chemicals and industrial materials. The market benefits from high utilization, long-lived assets and predominantly blue-chip customers, limited new supply given high capital costs, long manufacturing lead times and a concentrated lessor 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, Transport Canada and Office of Rail Regulation (“ORR”) respectively.
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 Regulated Asset Base (“RAB”) using a Depreciated Optimized Replacement Cost (“DORC”) methodology. The ERA determines a revenue ceiling and floor by track segment for parties to negotiate within, the ceiling calculated based on a return on and of RAB and recovery of operating costs. Customers 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.
The North American railcar leasing industry operates within a well-established, transparent, and stable regulatory framework, with the majority of the fleet governed by U.S. regulations. In the United States, railcars are subject to comprehensive safety, design, and maintenance standards overseen primarily by the Federal Railroad Administration (“FRA”) and the Association of American Railroads (“AAR”), which set and enforce requirements related to interchange rules, inspection intervals, and tank car specifications. These regulations are mature, consistently applied, and focused on operational safety rather than economic oversight, supporting predictable compliance costs and long asset lives. The remainder of our business outside the U.S. operates under similar regulatory frameworks.
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Growth Opportunities
In North America, our customers are making significant investments into the expansion of existing facilities and construction of new facilities, driven by geopolitical shifts, increased focus on supply chain resiliency, and supportive government policy. Our strategy includes investment in rail equipment and track infrastructure to increase capacity and grow revenues from new and existing customers, expansion into adjacent rail services businesses, as well as exploring strategic transactions involving other railroads. We believe that our portfolio of existing railroads provides compelling opportunities to offer customers or other railroads unrivalled service. 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 investments to upgrade our integrated network in order to capture volume growth and optimize operations, by projects such as the purchase of locomotives and wagons, improvements to inland terminals, railway and yards, which are expected to be executed and concluded in the upcoming years.
Our North American railcar leasing platform benefits from favorable industry dynamics. Through our partnership with an industry leading lessor, the portfolio is expected to realize scale advantages including improved lease pricing, higher fleet utilization, premium value on secondary market asset sales, and lower maintenance costs. These operator-led initiatives along with a constructive industry backdrop, inflation and supply chain constraints contribute to higher replacement costs and longer lead times for equipment. As in-place leases roll over, these conditions support improved re-leasing rates and stronger asset values over time.
Toll Roads
Our toll road operations are comprised of urban and inter-urban highways in Brazil. 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 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.
Brookfield Infrastructure’s interest in its Peruvian toll road operation has been illegally expropriated by the issuer of the concession. On March 13, 2025, Brookfield commenced an international arbitration proceeding under the Canada-Peru Free Trade Agreement seeking full and fair compensation for its investment.
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Strategic Position
Our toll roads are critical infrastructure for the economies of Brazil. Our Brazilian toll roads are part of the inter-urban Brazilian toll road network, whose traffic consists of 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.
Regulatory Environment
Our toll roads are regulated by Agência Reguladora de Serviços Públicos Delegados de Transporte do Estado de São Paulo (“ARTESP”) and Agência Nacional de Transportes Terrestres (“ANTT”), the São Paulo State and Brazilian Federal regulating agencies, respectively. The country has a widely developed toll road program, both at the Federal and State level, which has been in place for since early 2000s. 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.
Growth Opportunities
We believe that long-term growth in the Brazilian economy will continue driving traffic growth, which coupled with tariff increases from inflation should provide cash-flow growth in real terms for our toll road business. The existing platform also provides opportunities to continue investing to improve and expand existing assets.
Overview
Our midstream segment is comprised of systems that provide petroleum and refined petroleum products transportation and natural gas transportation, gathering, 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 our U.S. refined products pipeline system, whose services are in part subject to a regulated tariff structure. Midstream businesses typically have high barriers to entry as a result of significant fixed costs combined with economies of scale or strong 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 75% of our midstream segment’s 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.
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Our midstream segment is comprised of the following:
•Approximately 19,500 kilometers of pipelines which include long-haul, conventional and natural gas gathering pipelines in the United States and Canada
•16 natural gas and natural gas liquids processing plants, with approximately 5.6 Bcf per day of gross processing capacity in Canada
•Approximately 280 Bcf of natural gas storage in the United States and Canada
•4 terminals with tank capacity of 685,000 barrels across the United States
•525,000 tonnes per year of polypropylene production capacity in Canada
Midstream
Our midstream operations are located in western Canada and the United States and include significant natural gas storage capacity, a large long-haul pipeline portfolio and natural gas gathering and processing assets.
Our Canadian diversified midstream operation consists of seven pipeline systems, four facilities involved in the collection and processing of natural gas liquids, 24 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 other 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 capabilities 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 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.
Our U.S. refined products pipeline system is the largest refined petroleum products pipeline by volume in the United States, connecting Gulf Coast and Northeast refineries to various delivery points. The system consists of multiple mainlines, lateral pipelines, breakout storage and strategically located pump stations that maintain flow and pressure continuity across the network. Operational performance centers on throughput optimization and maintaining high shipper utilization. As a critical logistics asset, we believe our U.S. refined products pipeline system’s scale, demand inelasticity, and regulated tariff framework underpin stable cash flows and long-term infrastructure value.
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Strategic Position
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 approximately 280 Bcf of working gas capacity at our natural gas storage facilities which are located in the United States and Canada. Our natural gas gathering and processing operation has 12 operating facilities that 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 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, which provides our customers with substantial access and flexibility to move their products. These downstream 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.
Our U.S. refined products pipeline system is the lowest-cost source of refined products supply for the structurally short U.S. East Coast market, supplying nearly 50% of overall demand from highly competitive U.S. Gulf Coast refineries. We operate approximately 9,000 kilometers of pipeline with 2.5 million barrels per day of nameplate capacity, forming a critical transportation corridor between the Gulf Coast refining complex and major East Coast population centers. It is highly integrated with connections to 28 refineries, more than 270 terminals, eight international airports and numerous military installations, enabling efficient and reliable distribution across the network.
Regulatory Environment
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. These facilities are not subject to any rate regulation.
Our natural gas gathering and processing facilities in B.C. are regulated by the B.C. Energy Regulator, 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 rate regulation.
Our U.S. refined products pipeline system is regulated by the Federal Energy Regulatory Commission (FERC) primarily under the Interstate Commerce Act, granting FERC authority over interstate transportation of petroleum products.
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Growth Opportunities
Our Canadian diversified midstream business is progressing several growth opportunities intended to enhance and complement our existing offerings. We are progressing several commercial and strategic opportunities designed to expand and optimize connectivity of our transportation network under long-term contracts, and to expand and improve efficiency of our processing facilities, which will provide stable long-term cash flows.
Our natural gas 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.
Our U.S. refined products pipeline system is advancing several growth initiatives to further enhance system utilization and enable incremental throughput and blending volumes, including expanding its unregulated blending activities through new and upgraded facilities, leveraging its system connectivity and access to low-cost feedstocks, and targeted capacity optimization.
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Overview
Our data segment is comprised of critical infrastructure that provides telecommunication, fiber and data storage services, including a growing portfolio of AI-related infrastructure to support the build-out and development of artificial intelligence. Our data transmission and distribution operations provide essential services and infrastructure to telecom companies, technology and cloud providers, enterprise clients, and residential consumers through our fiber-to-the-premise (“FTTP”) offerings. Our data storage operations provide high-performance physical hosting and infrastructure to enterprises ranging from small workloads to hyperscale deployments. The majority of these services and access to infrastructure are contracted on a medium to long-term basis, in some cases over 25 years, with inflation escalation mechanisms, leading to predictable recurring revenues and cash flows. Over 90% 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 Europe, the U.K., the U.S., and India, as well as retail customers served through our FTTP networks. Within our data storage operations, we have over 1,700 large, blue-chip enterprise customers, predominantly in the United States that are diversified across multiple industries, and hyperscale customers who utilize our operations across the Americas, Europe and Asia Pacific.
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 networks and facilities. If we are able to achieve these objectives, we believe we will be able to attract new customers and maintain high customer renewal rates. Our performance in our data segment 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 309,000 operational telecom towers in Europe, the U.K. and India
•Approximately 80,000 kilometers of fiber optic cable located in Australia, Brazil, and the United States
•Over 80 distributed antenna systems in the U.K.
•One operational semiconductor manufacturing facility and one under construction
•Approximately 720,000 FTTP connections in Australia and the United States
Data Storage
•Over 150 operational data centers, with approximately 1.2 gigawatts (“GW”) of operating capacity today and an additional 1.1 gigawatts of future development capability within the portfolio
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Data Transmission & Distribution
Our data transmission and distribution businesses have approximately 309,000 operational telecom towers, approximately 80,000 kilometers of fiber optic cable, one operational semiconductor manufacturing foundry and one semiconductor manufacturing facility under construction.
In France, our telecom operation is comprised of approximately 9,000 multi-purpose towers and active rooftop sites. The business can be divided into two segments: (i) telecom site hosting and (ii) television and radio broadcasting. Our customers pay upfront and/or recurring fees to lease space on our towers to host their equipment or pay us fees for transmitting television and radio content to end users.
In Germany and Austria, we have approximately 45,000 multi-purpose towers and active rooftops. The business focuses on developing passive infrastructure for Mobile Network Operators (“MNOs”), broadcasters, and other institutions through their portfolio of towers, masts, rooftop sites, distributed antenna systems and small cells. Revenue is backed by a 30-year take-or-pay agreement with an investment grade counterparty.
Our U.K. wireless infrastructure operation comprises two business units: Towers and Indoor. The Towers business operates approximately 3,000 active towers throughout the U.K., licensing space to MNOs, emergency services, broadcasters and other commercial users, as well as providing ancillary services including back-up power. The Indoor business deploys active neutral host network solutions in high footfall venues such as shopping malls, stadiums and office blocks and currently serves over 80 indoor networks across the U.K. and the U.S.
Our India telecom operation comprises approximately 250,000 high quality telecom towers across India. The tower portfolio provides service to all MNOs in India, including Reliance Jio, who serves as the anchor tenant across 174,500 towers and is underpinned by a 30-year master service agreement via a commercial arrangement.
Our Australian data distribution business comprises the following business lines, (i) wholesale and infrastructure which is engaged in the design, installation, operation, maintenance, and wholesale sale of FTTP networks operating mainly in greenfield developments, (ii) enterprise supplying premium voice and communication solutions, and (iii) retail business operating 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 (“Intel”), one of the largest global semiconductor companies. One facility is currently manufacturing leading-edge semiconductor chips and the other is under construction.
Our U.S. fiber business is a greenfield developer of open-access fiber to the premise networks in the United States, with active construction in 23 markets representing approximately 509,000 households.
Our U.S bulk fiber network is a leading bulk fiber-to-the-home provider that develops, builds, and operates regional fiber networks that primarily service condo and home owner associations with an average remaining contract length of over eight years.
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Strategic Position
Our telecom operation in France is a 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 MNOs. In television, it provides coverage to over 97% of the French population, one of Europe’s largest television markets. In radio, we are the reference provider for services in France with approximately 70% and approximately 40% market share of public and commercial radio frequencies, respectively.
Our German and Austrian telecom towers operation is one of the largest in Europe with the potential to grow through bolt-on acquisitions of further sites across Eastern Europe. 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. wireless infrastructure operation owns critical national infrastructure that enables MNOs to meet their government mandated coverage obligations. Our sites form an integral part of the telecommunication backbone in the U.K. and are well-positioned to capture growth in data consumption fueled by the rollout of 5G. Additionally, with over 80 active networks, our business is a market leader in the U.K. for indoor solutions.
Our Indian telecom towers operation has exposure to the growing data consumption trend, with India being one of the largest data consumers in the world. Aggressive 5G deployments by service providers, coupled with growing affordability and availability of smartphones, 5G will represent around 80% of mobile subscriptions in the region over the next five years. The average traffic per smartphone is projected to grow from 36GB per month in 2025 to approximately 65GB per month by 2031, resulting in increased demand for telecom tower space. Our anchor tenant across 174,500 towers, Reliance Jio, is one of the largest MNO in India and is owned and controlled by Reliance Industries Limited, one of the largest companies in the country.
Our Australian data distribution business is a market-leading constructor, owner and 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 produce leading-edge semiconductor chips which will serve as the digital backbone of the global economy. An increased emphasis on supply chain resiliency, geopolitical risk, and the increasing demand for leading-edge chip technology have catalyzed the onshoring of semiconductor manufacturing capabilities. Our semiconductor facilities are jointly owned and funded with Intel and are part of Intel’s integrated Ocotillo manufacturing campus in the State of Arizona which covers approximately 700 acres, making it one of Intel’s largest chip manufacturing sites in the world.
Our U.S. fiber business leverages 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 commercialize the network by partnering with anchor internet service providers (“ISPs”) who will drive early adoption and market presence. Over time, we expect network utilization to be supported by a diversified set of ISP relationships, enabling broader customer choice, deeper penetration across residential and small-business segments, and enhanced monetization of the underlying fiber infrastructure.
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Our U.S. bulk fiber network is positioned as a differentiated, business-to-business-oriented provider of fiber-to-the-home connectivity, anchored by long-term, take-or-pay agreements with homeowner associations (“HOAs”) that secure contracted access to 100% of residences within each community. We believe this structure delivers predictable, recurring cash flows and benefits from strong renewal dynamics supported by growing demand for high-reliability broadband and continued upgrades of existing communities seeking improved performance, resiliency, and service consistency.
Regulatory Environment
Our telecom operation in France is unregulated with pricing determined directly with the users of our tower infrastructure. In the television broadcast business, a small proportion of the sites (currently approximately 35% by segment revenue) 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 is a significant height 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 70% 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 and Austria operate under relatively minimal regulatory frameworks. Contractual terms are determined directly with the users of our infrastructure, which enables these businesses to contract based on financial terms and solutions that best serve the needs of our customers.
Our Indian telecom towers operation is regulated by the Department of Telecommunication (“DoT”) which grants Infrastructure Provider (“IP-1”) 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 regulated environment. The business owns and operates a FTTP network providing super fast quality broadband services to residential premises and non-residential premises. The provision of residential broadband services is subject to regulation.
Our semiconductor manufacturing facilities in the United States are positioned to benefit from the growing focus on strengthening domestic semiconductor supply chains and enhancing manufacturing resilience. Government initiatives, including the U.S. CHIPS and Science Act, reflect policy support for expanding domestic semiconductor research, design and production capacity. The semiconductor industry is not subject to economic rate regulation, and our commercial arrangements provide long-term, highly contracted cash flows.
Our U.S. fiber business and U.S. bulk fiber platform operate under relatively minimal regulatory frameworks, with construction permitting requirements determined at the municipality level.
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Growth Opportunities
We see growth opportunities in the French telecom operation as MNOs 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 MNO 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.
In Germany and Austria, we intend to construct approximately 5,200 sites from 2026 through to 2030 and deploy capital in support of network modernization requirements 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 MNO due to the increased demand for densification.
We believe our U.K. wireless infrastructure operation is strongly positioned to capture the expected growth in the U.K. market, with its sites covering rural areas, strategically important transport corridors and busy urban centers. Furthermore, we believe that our indoor networks business has significant growth potential driven by increased data demand.
Following a bolt-on acquisition completed at our Indian telecom tower operation in September 2024, which added approximately 76,000 towers to our portfolio, our footprint has grown to approximately 250,000 tower sites, firmly establishing us as one of the leading passive telecom infrastructure platforms in India. Due to the locations of our towers and competitive rates, we offer attractive leasing capacity and believe over time this will enable us to add incremental colocations from the MNOs as a result of data demand and growth in the country.
Our Australian data distribution business has completed delivery to approximately 424,000 premises with a contracted book of premises to build over the long term. The business aspires to be the number one private FTTP provider for greenfield developments in Australia. This scale will allow the business 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 facilities will create a more resilient supply chain for the production of leading-edge chips utilized in diversified end markets. This first of its kind infrastructure investment could also serve as a template for future investment opportunities in the industrial manufacturing sector.
Our U.S. fiber business is well-positioned to enter new markets in the U.S., as the market remains highly fragmented, which we believe will result in opportunities to further expand our presence through strategic acquisitions. In addition to the construction of our 23 markets under development, we have compiled a backlog of attractive additional premises across the U.S. that are best suited for fiber upgrades.
Our U.S. bulk fiber network is well-positioned to capitalize on multiple avenues of expansion across high-growth U.S. residential markets. A deep network of relationships with large homebuilders provides a recurring pipeline of newly constructed HOA communities, while accelerating adoption of fiber by existing communities offers significant retrofit opportunities.
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Data Storage
Our data storage operations provide customers secure and reliable space and power within our portfolio of data centers to host their critical workloads and applications. 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 over 150 operational data centers, with approximately 1.2 gigawatts of critical load capacity and 1.1 gigawatts of contracted capacity that will be built out.
Strategic Position
Our data storage operation is one of the largest globally and will enable us to meaningfully participate in the exponential growth in digital infrastructure demand worldwide. We believe our size, scale and global portfolio will be a competitive advantage and provide a differentiated product to customers. Our operating footprint is across five continents and can give our hyperscale customers, who have global capacity requirements, a highly flexible turn-key solution that includes renewable power and adjacent real estate development.
Our U.S. data center platform is strongly positioned to offer solutions to both hyperscale and enterprise customers. Our U.S. colocation data center operation is a carrier neutral provider with operations in all U.S. major markets, provides best-in-class connectivity options, and serves primarily enterprise customers including financial institutions, government entities, universities, hospitals, and large blue-chip firms. Conversely, our U.S. hyperscale data center operation is a leading development platform with capacity contracted on a long-term basis, underpinned by major hyperscale customers. Our facilities offer single tenant buildings or campuses representing the closest substitution for customer self-build.
Our Asia Pacific data center business is the owner and operator of six data center facilities in Australia, New Zealand and South Korea. The data centers service predominantly global hyperscale customers, and we believe the business is well positioned to capture growth opportunities associated with increasing demand for data storage across the region.
Our Latin American data center business is the leading data center infrastructure company of the region. All of our Latin 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.
India is a high growth data market with data center capacity expected to increase from 1.7 gigawatts to nearly 8 gigawatts by 2030. Our Indian data platform is well positioned to serve both hyperscale and enterprise customers, supported by our active developments underway in Chennai and Mumbai.
Our European hyperscale data storage platform is a high-quality scaled platform with a leading position in key European markets. The business is well positioned to benefit from strong demand in historically under-built markets also supported by European data sovereignty laws, as well as the AI led demand for compute capacity.
Regulatory Environment
Our data storage operations in North America, Asia Pacific, Europe and Brazil 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.
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Growth Opportunities
We see both organic growth and acquisitions as opportunities for our data storage businesses. Organic growth is expected to be driven by favorable long-term trends created by the cloud and artificial intelligence adoption, which should lead to growing demand for our services. As data workloads scale, the value of well-located and powered infrastructure intensifies. Scale, reliability, and access to capital are differentiating factors to counterparties, all of which we have demonstrated through our solid track record. Coupled with our global operating capabilities and long-standing relationships, we believe we are well positioned to win future business in the form of new long-term lease arrangements and secure favorable renewals on existing contracts.
Our risk-focused approach is based on several key pillars including: deploying project capital subsequent to securing binding lease arrangements, contracting with investment grade or well-capitalized counterparties, entering long-term contracts, securing favorable rates and corresponding escalators and assuming no technology risk. From time to time, we may deploy modest amounts of capital relative to overall project costs in order to acquire strategic parcels of land in order to replenish our development pipeline. We believe this discipline will enable us to continue investing in the core infrastructure needed to deliver data capacity at scale while protecting our downside. Furthermore, we believe that our size and presence in key markets, along with a highly fragmented data center market, will result in opportunities to further expand our presence through selective expansion projects and strategic acquisitions.
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 related infrastructure, toll roads and airports;
•Midstream: pipelines and gathering, processing and storage operations; and
•Data: integrated or stand-alone data operations, telecommunication towers, fiber networks, data centers and other artificial intelligence related infrastructure.
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.
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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 over 42 businesses since inception. These sales have generated approximately $11.4 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 64,000 individuals globally.
Sustainability Management
Grounded in Brookfield Infrastructure’s history as owners and operators of real assets, strong sustainability principles have always been a fundamental part of our investment and asset management approach. We believe that conducting our business in a sustainable and ethical manner is directly linked to our success as a manager of critical infrastructure assets.
Sustainability 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 in the implementation of our sustainability program at Brookfield Infrastructure:
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•Board of Directors: Our Board of Directors is focused on maintaining strong corporate governance and prioritizing the interests of our shareholders and other stakeholders. The Board has oversight of our business and affairs and reviews progress on major strategic initiatives. The Board oversees Brookfield Infrastructure’s sustainability strategy and leverages management’s monitoring processes. The Board and its committees review and approve significant policies relating to sustainability and monitor progress towards sustainability goals. The Board discusses Brookfield Infrastructure’s approach to sustainability matters within its business activities on a quarterly basis.
•Executive Management: Senior executives oversee our sustainability initiatives and provide regular updates to the board. Functional leads are responsible for developing, implementing and monitoring relevant sustainability factors within their respective functional areas.
•Sustainability Management Team: The Brookfield Infrastructure Sustainability team works across functions of Brookfield Infrastructure including our investment professionals, portfolio management teams, as well as with portfolio companies to articulate and oversee the strategic direction for sustainability. Part of the mandate of the team includes the ongoing monitoring and reporting of key sustainability metrics, which are collected annually with trends and material findings reported to the board.
•Portfolio Company CEO: The CEO of each portfolio company is responsible for the development and execution of a sustainability strategy for their business and are accountable for the portfolio company’s performance.
The diverse nature of these groups, with their varying expertise and backgrounds, ensures there is a wide range of representation from across the business. Brookfield Infrastructure’s sustainability program is additionally overseen by the Governance and Nominating Committee of Brookfield, which receives regular updates on sustainability initiatives throughout the year from each business group.
2025 Highlights
In 2025, Brookfield and our partnership made progress on a number of initiatives as part of our continued effort to strengthen sustainability practices.
•Maintaining Regulatory Preparedness: We continue to monitor sustainability-related regulatory developments across jurisdictions to ensure preparedness. We are focused on readying our processes, systems and controls for new and proposed regulations and standards.
•Sustainability Report: Our group has published its annual Sustainability Report, inclusive of its Taskforce for Climate-related Financial Disclosures “TCFD” reporting. The report highlights in detail key sustainability initiatives undertaken, including our approach to decarbonization, sustainability related due diligence and governance practices. The report also includes key KPIs such as greenhouse gas (“GHG”) emissions across all portfolio companies.
•Human Rights and Modern Slavery: Brookfield published its annual Modern Slavery Statement and its Fighting Against Forced Labour Report, which includes the statement under the Canadian Fighting Against Forced Labour and Child Labour in Supply Chains Act and the eighth statement for the United Kingdom Modern Slavery Act 2015.
•Climate Initiatives: We continue to advance several climate initiatives across our portfolio, focusing on those that add value and mitigate risk. We continue to refine our data collection processes with the aim of upholding transparent and high-quality emissions disclosures in our annual sustainability report.
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•Principles for Responsible Investment Assessment: We completed our 2025 voluntary PRI assessment with results expected to be made public by the PRI later this year.(1)
As part of Brookfield’s ongoing social initiatives, we recognize that our employees drive our success, and we seek to create a positive, open, and inclusive work environment that enables employees to develop. Our culture reinforces strong succession and ensures that we maintain an engaged workforce. Our employees in turn drive our success and ensure that we deliver on our commitments to stakeholders.
Our Code of Business Conduct and Ethics and Positive Work Environment Policy sets a consistently high standard for how we are expected to interact and collaborate with one another and reinforce a work environment conducive to learning and development.
Three attributes—collaboration, entrepreneurship and discipline—form the foundation of Brookfield’s culture. By hiring talented people who align with our culture and giving them opportunities to move into different businesses, roles and regions where they learn from a variety of leaders, Brookfield has been able to create a broad ecosystem of collaborative and disciplined professionals who think and act like owners and who can be successful across our organization. We have also continued to enhance our governance processes through ongoing engagement with leading sustainability framework organizations to ensure our reporting and protocols are aligned with evolving best practices and reporting regulations. Our portfolio companies continue to adopt their own industry-relevant standards and certifications to further contribute to the development of our sustainability program.
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.
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 sustainability initiatives. Below are a few examples of key initiatives at the portfolio company level:
•Our Brazilian toll road business has implemented a platform for landslide alerts based on rainfall history and the physical characteristics of the slopes, in partnership with MeteoIA, a climate technology company. The alerts are categorized by the probability of each individual slope sliding, anticipating the occurrence of accidents by up to 10 days. The platform provides our Brazilian toll road business’ team time to prepare, plan and take engineering and/or operational action to deal with the slopes, along its road concessions, on alert, with the goal of reducing the chances of an accident occurring. One of the objectives of reducing the impact of landslides on the highways, is to improve the safety of users and communities near the roadways and reduce the destruction of ecosystems, loss of biodiversity, soil degradation and contamination of water. The tool was recently implemented at all toll roads and the project received a special award from the regulator, highlighting its success.
(1) No compensation was provided in connection with scores provided by PRI. Brookfield provides PRI with annual fees which are payable by all signatories. Please refer to the PRI website for information on the PRI’s reporting assessment.
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•Our Western Canadian midstream business continued to progress emission reduction projects and has reduced its emissions intensity by approximately 30% with an absolute emissions reduction of approximately 15% compared to 2020, spotlighting its ability to provide high-quality and efficient critical infrastructure. In addition to current initiatives, our Western Canadian midstream business continues to identify future emission reduction opportunities and is progressing current projects, with highlights including an acid gas injection project, which has the capacity to sequester up to approximately 130,000 tCO2e per year; two carbon sequestration hubs with the aggregate capacity to sequester an estimated 3 million tCO2e per year; and gas plant electrification with estimated savings up to approximately 85,000 tCO2e per year versus 2024.
•Our European telecom towers business is exploring how to expand the access and use of renewable energy through innovative projects including: collaborating with a recognized technical university in Europe to evaluate the feasibility of solar panel and wind turbine installations at radio sites; testing a smart energy controller to monitor, control, and optimize renewable energy production and consumption at mobile sites; and working towards implementing an energy management system in accordance with the ISO 50001 standard to comply with legal regulations such as the Energy Efficiency Act. By providing access to 100% renewable energy at its mobile sites, our European telecom towers business also supports telecom operators in achieving their emissions reductions targets. Recently, our European telecom towers business conducted a successful energy audit at its mobile sites, maintaining compliance while enhancing efficiency in the energy management process at sites. Our European telecom towers business also purchased approximately 260 gigawatt-hours of renewable energy in 2024, generating a decrease of its value-chain emissions for leased assets.
•Our Canadian diversified midstream operation introduced the “I Work Safe For…” initiative with the objective of encouraging employees to share photos of the reasons they stay safe at work, including family photos and pictures of loved ones. Our Canadian diversified midstream operation believes that people are less likely to engage in unethical or unsafe behavior when their workspace includes photos of loved ones as they are reminded of the personal stakes involved in maintaining a safe work environment. Employees have provided positive feedback and expressed appreciation for the opportunity to create a meaningful space that highlights why safety is important to them every single day. As a result of its efforts, our Canadian diversified midstream operation has achieved five million hours worked without a lost time incident in its transportation business unit, which operates 7,200 km of pipelines.
•Our Australian rail business has diligently worked to improve relationships with a local Aboriginal Corporation called the Yamatji Southern Regional Corporation in Western Australia, while conducting work on Strawberry Bridge (a registered Aboriginal cultural heritage site). One way our Australian rail business aimed to improve relationships was by instituting dedicated Heritage Monitors (individuals appointed by a local Aboriginal Corporation) to be onsite each day to ensure the work completed did not disturb the heritage site. This approach led to positive outcomes for the Heritage Monitors and enabled 17 individuals to be certified in working safely within the rail corridor, allowing them to work on future projects as well. Positive feedback received from the Yamatji Southern Regional Corporation has supported our Australian rail business’ further engagement in subsequent events held in the region.
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Overview of Sustainability & the Investment Process
Brookfield’s sustainability strategy is centered on combining economic goals, supporting business resilience and preserving or creating value for our investors and stakeholders, now and in the future. Our global Sustainability Policy codifies our operating principles related to sustainability and illustrates our longstanding commitment to integrating sustainability into our asset management activities. Our Sustainability Policy is guided by the following principles:
•Mitigate the impact of our operations on the environment
◦Strive to minimize the environmental impact of operations and improve our efficient use of resources over time
•Strive to ensure the well-being and safety of our workforce
◦Operate with robust health and safety practices to support the goal of achieving zero serious safety incidents
◦Foster a positive work environment based on respect for human rights, valuing meritocracy, and having 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
◦Strive to 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
We seek to embed material sustainability considerations while evaluating risks and value creation opportunities, throughout the investment life cycle. This includes initial due diligence, financial modeling and business trends, investment valuations, performance monitoring and engaging with management teams. When doing so, we ensure we are driving long term value creation throughout the investment’s life cycle without breaking our fiduciary duty. Our investment processes align with the PRI.
As part of due diligence, we leverage industry guidance to identify sustainability factors most likely to materially impact the financial condition or operating performance of companies in a sector. As part of the Brookfield Sustainability Due Diligence Protocol, we provide specific guidance to investment teams on assessing climate, bribery and corruption, cybersecurity, health and safety, human rights, modern slavery and climate related risks. We have several internal subject matter experts who support our investment teams throughout the diligence process by providing technical expertise, reviewing findings and contributing additional insight to ensure completeness of the analysis undertaken. Where appropriate, we perform enhanced due diligence, working with internal and third-party experts.
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Upon acquisition(2), our investment team collaborates with our asset management team to create a tailored integration plan that includes material sustainability-related matters, for evaluation or implementation. We onboard new acquisitions to each of our programs with subject matter specific onboarding sessions. We believe there is a strong correlation between managing these considerations appropriately and enhancing investment returns. We maintain a hands-on approach with all portfolio companies, often through a visible presence on portfolio company boards and through broader Brookfield Infrastructure engagement that could include executive and employee placements or secondments. However, consistent with our management approach, it is ultimately the responsibility of the management teams within each portfolio company to manage sustainability opportunities and risks. This combination of local accountability with expertise and support from Brookfield’s investment team, operating partners, dedicated sustainability personnel and operating capabilities is what lays the foundation for our success in managing a wide range of asset types across jurisdictions. We seek to support the development of internal capabilities at our portfolio companies by encouraging training, providing technical expertise on certain sustainability-related matters, facilitating connections to experts in relevant sectors, and leveraging cross-portfolio collaboration.
On a regular basis, management teams of portfolio companies report to their respective boards of directors on a range of financial and operating topics, including key performance indicators that incorporate material sustainability factors , such as health and safety, compliance with regulatory requirements, environmental management, and increasingly, GHG emissions. To support our ongoing goals, some of our portfolio companies’ executive leadership teams have a portion of their compensation tied to certain sustainability performance metrics, which have historically been focused on health and safety, but continue to evolve with additional metrics, creating accountability for performance and an alignment of interests.
The above initiatives and our continued sustainability practices are highlighted within our group’s annual Sustainability Report. We believe our report exemplifies the continued progress we are making in elevating our sustainability initiatives, as well as the related commitment to transparency.
(2) Refers to investments in which Brookfield Infrastructure has control or significant influence. Where Brookfield Infrastructure is not in a controlling position, best efforts are made to exert similar levels of influence, where possible and required.
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Additional Operating Matters
Seasonality
The demand for our natural gas and electricity is partially dependent upon weather conditions, primarily temperature and humidity. Weather conditions have natural variations from season to season and from year to year and may also change permanently because of climate change or other factors. See Item 3.D “Risk Factors — Risks Relating to Our Operations and the Infrastructure Industry — Our operating entities are exposed to the risk of increasing environmental legislation and the broader impacts of climate change.”
Raw Materials
Some of our operating subsidiaries depend on continued strong demand for commodities, such as natural gas or minerals, for their financial performance. Demand, availability, and price of these raw materials can have an impact on the performance of our operating subsidiaries. See Item 3.D “Risk Factors — 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.”
Marketing
Our marketing efforts focus on leveraging our competitive advantages described and our group’s world-class operating businesses described in Item 4.B “Business Overview”. We also leverage our relationship with Brookfield, which our group believes provides a unique competitive advantage considering Brookfield’s strong reputation in the energy marketing, asset management, infrastructure and global real estate industries. See Item 7.B “Related Party Transactions — Licensing Agreement”.
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4.C ORGANIZATIONAL STRUCTURE
Organizational Charts
The chart below presents a summary of our ownership and organizational structure as at March 12, 2026. 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 indirectly 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.
(3)The Brookfield Holders’ collective economic interest in our partnership is approximately 26.5% 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, pursuant to which BN can acquire units in exchange for Redeemable Partnership Units on a one for one basis, which could result in the Brookfield Holders collectively eventually owning approximately 30.0% of our partnership’s issued and outstanding units assuming exchange of the Redeemable Partnership Units (and including the issued and outstanding units that the Brookfield Holders currently also own). 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.
(6)Our partnership owns all of the class B shares through its subsidiaries and members of the public hold all of the BIPC exchangeable shares. The BIPC exchangeable shares and the class B shares hold 25% and 75%, respectively, of the aggregate voting rights of BIPC.
(7)The share capital of BIHC is comprised of class A.1 exchangeable shares, class A.2 exchangeable shares, BIHC class B shares and class C shares. BIPC owns all of the class A.1 exchangeable shares, which hold an aggregate 25% voting interest in BIHC. Brookfield holds all of the class A.2 exchangeable shares, which are non-voting. The BIHC class B shares hold an aggregate 75% voting interest in BIHC and are held 662/3% by a subsidiary of the partnership and 331/3% by BIPC. The class C shares are non-voting and are held by a subsidiary of the partnership. Through their respective ownership of class A.1 exchangeable shares and BIHC class B shares, BIPC and the partnership each hold a 50% voting interest in BIHC.
(8)As of March 12, 2026, our partnership had outstanding 459,573,994 units. An equal number of Managing General Partner Units are held by our partnership in the Holding LP. As of March 12, 2026, Brookfield holds 1,399,230 of the outstanding units and BWS holds 3,287,267 of the outstanding units.
(9)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”.
(10)On February 4, 2025, BAM and BN completed a corporate restructuring whereby BN transferred its approximate 73% interest in the Asset Management Company to BAM in exchange for newly issued class A limited voting shares of BAM on a one-for-one basis. Following completion of this corporate restructuring, the Asset Management Company is now wholly-owned, directly and indirectly, by BAM. The Brookfield Holders collectively own approximately 73% of the class A limited voting shares of BAM.
Our Partnership
We own and operate high quality, essential, long-life assets in the utilities, transport, midstream and data sectors across the Americas, 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
The Brookfield Holders’ collective economic interest in our partnership is approximately 26.5% on a fully-exchanged basis. BN and BWS have agreed that all decisions to be made by BWS with respect to the voting of the units held by BWS will be made jointly by mutual agreement of the applicable BWS subsidiary and BN. BWS may acquire additional units or other securities exchangeable for units. It is expected that any units or other securities exchangeable for units held by BWS will be subject to the foregoing voting arrangements.
Brookfield Infrastructure has appointed affiliates of BN as Service Providers to provide certain management, administrative and advisory services, for a fee, under the Master Services Agreement. The Master Services Agreement was amended to account for BIPC receiving management services comparable to the services provided to us by the Service Providers.
BN is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. BN has three core businesses: alternative asset management, wealth solutions, and its operating businesses which are in renewable power, infrastructure, business and industrial services, and real estate. BN’s conservatively managed balance sheet, extensive operational experience, and global sourcing networks allow it to consistently access unique opportunities.
BAM is a leading global alternative asset manager, headquartered in New York, with over $1 trillion of assets under management across infrastructure, renewable power and transition, private equity, real estate, 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. BAM 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. BAM 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 wholly-owned, directly and indirectly, by BAM. The Brookfield Holders collectively own approximately 73% of the issued and outstanding class A limited voting shares of BAM.
Brookfield has approximately 1,400 investment professionals and 250,000 operating employees in over 50 countries around the world. Our partnership’s operating subsidiaries currently employ approximately 64,000 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 and BIHC were incorporated under the Business Corporations Act (British Columbia) on October 3, 2024 and August 30, 2019, respectively. 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 global intermodal logistics operation, 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. On December 24, 2024, the partnership, BIHC and BIPC completed the Arrangement pursuant to which (i) holders of class A exchangeable subordinate voting shares of BIHC, other than Brookfield, received BIPC exchangeable shares in exchange for their class A exchangeable subordinate voting shares of BIHC on a one-for-one basis; (ii) Brookfield transferred its class A exchangeable subordinate voting shares of BIHC to BIPC in exchange for class A.2 exchangeable shares on a one-for-one basis; (iii) the class A exchangeable subordinate voting shares of BIHC were delisted; and (iv) the exchangeable shares of BIPC were listed on the NYSE and the TSX.
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.”
Significant Subsidiaries
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, 2025.
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
Global intermodal logistics operation Triton International Limited(3) Bermuda 27 100
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 BIHC.
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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, 2026. 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.