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Item 5 — Management's Discussion and Analysis
Brookfield Infrastructure Corporation · 20-F · FY 2025 · Period ended Dec 31, 2025
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)
Introduction
The exchangeable shares of our company are structured with the intention of being economically equivalent to the units of the partnership. We believe economic equivalence is achieved through identical dividends and distributions on the exchangeable shares and the partnership’s units and each exchangeable share being exchangeable at the option of the holder for one unit of the partnership at any time. Given the economic equivalence, we expect that the market price of the exchangeable shares will be significantly impacted by the market price of the partnership’s units and the combined business performance of our company and Brookfield Infrastructure as a whole. In addition to carefully considering the disclosure made in this document, shareholders are strongly encouraged to carefully review the partnership’s annual reporting. The partnership is required to file reports, including annual reports on Form 20-F, and other information with the SEC. The partnership’s SEC filings are available to the public from the SEC’s website at http://www.sec.gov. Copies of documents that have been filed with the Canadian securities authorities can be obtained at www.sedarplus.ca. This MD&A is dated March 16, 2026.
Performance Targets and Key Measures
Our group targets a total return of 12% to 15%+ per annum on the infrastructure assets that we own, measured over the long term. Our group intends to generate this return from the in-place cash flows from our operations plus growth through investments in upgrades and expansions of our asset base, as well as acquisitions. The partnership determines its distributions based primarily on an assessment of our operating performance.
Continuity of Interests
Our company was established on October 3, 2024 by the partnership. The partnership owns and operates high quality, long-life assets that generate stable cash flows, require relatively minimal maintenance capital expenditures and, by virtue of barriers to entry and other characteristics, tend to appreciate in value over time. The partnership’s current operations consist of utilities, transport, midstream and data businesses in North and South America, Europe and Asia Pacific. On December 24, 2024, the date of the Arrangement, our company acquired an interest in BIHC and consolidated BIHC in its financial statements. As a result of the Arrangement, (i) holders of the exchangeable shares of BIHC, other than Brookfield, received exchangeable shares of our company in exchange for their BIHC exchangeable shares on a one-for-one basis; (ii) Brookfield transferred their exchangeable shares of BIHC to our company in exchange for class A.2 exchangeable shares on a one-for-one basis; (iii) the exchangeable shares of BIHC were delisted; and (iv) the exchangeable shares of our company were listed on the NYSE and TSX. The partnership directly controlled BIHC prior to the Arrangement and continues to control our company subsequent to the Arrangement through ownership of the class B shares. As a result of this continuing common control, there is insufficient substance to justify a change in the measurement of our company. In accordance with our company’s and the partnership’s accounting policy, our company has reflected BIHC in its financial position and financial performance using BIHC’s carrying values prior to the Arrangement.
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To reflect this continuity of interests, these consolidated financial statements provide comparative information of our company for the periods prior to December 24, 2024, as previously reported by the BIHC. The economic and accounting impact of contractual relationships created or modified in conjunction with acquisition of interest in BIHC by our company have been reflected prospectively from the date of the Arrangement and have not been reflected in the results of operations or financial position of our company prior to December 24, 2024, as such items were in fact not created or modified prior thereto. Accordingly, the financial information for the periods prior to December 24, 2024 is presented based on the historical financial information of BIHC. For the period after December 24, 2024, the results are based on the actual results of our company, including the impact of contractual relationships created or modified in association with acquisition of interest in BIHC by our company. As the partnership held all of the class C shares of BIHC prior to December 24, 2024, which was the only class of shares presented as equity, and the partnership holds all of the class B shares of our company after December 24, 2024, which is the only class of shares presented as equity, net income and equity attributable to common equity have been allocated to the partnership prior to and after December 24, 2024.
Prior to the Arrangement, class C shares were classified as financial liabilities due to their cash redemption feature. As discussed in Note 1(c)(ii), Organization and Description of our Company, the class C shares met certain qualifying criteria and were presented as equity. Following the Arrangement and upon consolidation of BIHC into our company, the class C shares are presented as financial liabilities at fair value. As a result, the share capital pertaining to the class C shares was removed, and the difference between the fair value and carrying value of the class C shares was reflected as “Arrangement/reorganization” as shown in the consolidated statements of changes in equity.
Basis of Presentation
For the periods prior to December 24, 2024, the financial statements represent those of BIHC, formerly Brookfield Infrastructure Corporation. During this period, all of the assets and liabilities presented were controlled by the partnership. Effective December 24, 2024, our company acquired an interest in BIHC and consolidated BIHC in its financial statements. The acquisition of interest in BIHC is a common control transaction where all transacting parties are subsidiaries of the partnership. As a result, the assets and liabilities of our company will be recorded at BIHC’s historical carrying values in our company’s consolidated financial statements. All intercompany balances, transactions, revenues and expenses within our company have been eliminated.
Our company incurs general corporate expenses according to the amended and restated master services agreement dated as of February 29, 2024, as amended from time to time, among the Service Recipients (as defined therein), BN, the Service Providers and others (the “Master Services Agreement”). The base management fee related to the services received under the Master Services Agreement has been recorded as part of general and administrative expenses in the consolidated financial statements.
Financial data provided has been prepared using accounting policies in accordance with IFRS Accounting Standards. All dollar references, unless otherwise stated, are in millions of United States dollars (“USD”).
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Dividend Policy
The partnership’s distributions are underpinned by stable, highly regulated and contracted cash flows generated from operations. The partnership’s objective is to pay a distribution that is sustainable on a long-term basis and has set its target payout ratio at 60-70% of the partnership’s FFO.
The board of directors of the general partner of the partnership approved a 6% increase in the partnership’s quarterly distribution to $0.455 per unit (or $1.82 per unit annualized), starting with the distribution paid in March 2026. This increase reflects the forecasted contribution from the partnership’s recently commissioned capital projects, as well as, the expected cash yield on recent acquisitions. The partnership targets 5% to 9% annual distribution increase in light of growth it foresees in its operations.
Our board may declare dividends at its discretion. However, each of our exchangeable shares has been structured with the intention of providing an economic return equivalent to one unit of the partnership. It is expected that dividends on our exchangeable shares will be declared and paid at the same time and in the same amount as distributions are declared and paid on the units of the partnership. Accordingly, our board approved an equivalent quarterly dividend of $0.455 per exchangeable share (or $1.82 per exchangeable share annualized), starting with the dividend to be paid in March 2026.
Voting Rights
Except as otherwise expressly provided in the notice of articles and articles of our company or as required by law, each holder of exchangeable shares is entitled to receive notice of, and to attend and vote at, all meetings of our shareholders. Each holder of exchangeable shares is entitled to cast one vote for each exchangeable share held at the record date for determination of shareholders entitled to vote on any matter. The holders of the class B shares are entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the exchangeable shares. Except as otherwise expressly provided in the articles of our company or as required by law, the holders of exchangeable shares and class B shares vote together and not as separate classes. Holders of exchangeable shares hold an aggregate 25% voting interest in our company.
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5.A OPERATING RESULTS
Consolidated Results
In this section we review our consolidated performance and financial position as of December 31, 2025, 2024 and 2023 and for the years ended December 31, 2025, 2024 and 2023. Further details on the key drivers of our operations and financial position are contained within the “Performance Disclosures” section of this MD&A.
The following table summarizes the financial results of our company for the years ended December 31, 2025, 2024 and 2023:
US$ MILLIONS For the year ended December 31,
Summary Statements of Operating Results 2025 2024 2023
Revenues $ 3,668 $ 3,666 $ 2,503
Direct operating costs (1,334) (1,378) (778)
Interest expense (1,155) (1,065) (697)
Share of earnings (losses) from investments in associates 25 — (20)
Mark-to-market and foreign currency revaluation 61 (116) 23
Remeasurement of shares classified as financial liability (441) (477) 34
Other income (expense) 341 (118) (24)
Income tax expense (385) (365) (368)
Net income 700 72 606
Net (loss) income attributable to the partnership (241) (608) 111
2025 vs. 2024
For the year ended December 31, 2025, our company reported net income of $700 million, of which net losses of $241 million were attributable to the partnership. This compared to a net income of $72 million for the year ended December 31, 2024, of which net losses of $608 million were attributable to the partnership. Net income for the current year benefited from inflation-indexation at our Brazilian regulated gas transmission operation, capital commissioned into rate base at our U.K. regulated distribution operation, gains recognized on the partial disposition of stabilized assets at our global intermodal logistics operation and foreign currency translation gains on our Canadian denominated deposit receivable from Brookfield Infrastructure, comparable to the foreign currency translation losses in the prior year. Net income for the year also included remeasurement losses of $441 million which were recognized on our company’s shares that are classified as liabilities under IFRS Accounting Standards, compared to remeasurement losses of $477 million for the year ended December 31, 2024.
For the year ended December 31, 2025, total revenues increased by $2 million relative to the prior year. Underlying gas transmission revenues in Brazil increased by $132 million due to inflation-indexation and distribution revenues in the U.K. increased by $96 million due to higher volumes and inflation-indexation. These benefits were offset by the partial dispositions of stabilized assets at our global intermodal logistics operation, which decreased our revenues by $194 million, and the impacts of foreign exchange which decreased net income in U.S. dollars by $32 million compared to the prior year.
Direct operating costs for the year ended December 31, 2025 were $1,334 million, a decrease of $44 million compared to the prior year. Direct costs increased due to inflation, organic growth, and incremental depreciation on capital expenditures made over the last year, which was more than offset by lower depreciation expense as a result of the partial dispositions of stabilized assets at our global intermodal logistics operation.
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Interest expense for the year ended December 31, 2025 was $1,155 million, an increase of $90 million compared to 2024. Interest expense increased primarily due to an increase in underlying interest rates on our variable rate non-recourse borrowings at our Brazilian regulated gas transmission operation and an increase in dividends paid on our exchangeable shares, which are classified as interest expense. Dividends on our exchangeable shares increased due to a 6% increase in our company’s quarterly dividends compared to the prior year.
Mark-to-market and foreign currency revaluation gains totaled $61 million for the year ended December 31, 2025, compared to losses of $116 million in the prior year. The gains in the current year reflect foreign currency translation gains on our Canadian denominated deposit receivable with Brookfield Infrastructure, compared to foreign currency translation losses in the prior year.
Total remeasurement losses for the year ended December 31, 2025 were $441 million compared to losses of $477 million in the prior year. The remeasurement losses reflect the decrease in the market price of partnership units based on the NYSE closing price during each year.
Other income was $341 million for the year ended December 31, 2025, compared to expense of $118 million during the year ended December 31, 2024. Other income in the current period benefited from gains recognized on the partial dispositions of stabilized assets at our global intermodal logistics operation, partially offset by accretion expenses related to non-recourse borrowings. Prior period results included accretion expenses related to non-recourse borrowings.
Income tax expense for the year ended December 31, 2025 was $385 million, an increase of $20 million compared to the prior year. Income tax expense increased as a result of growth across our base businesses.
2024 vs. 2023
For the year ended December 31, 2024, our company reported net income of $72 million, of which net losses of $608 million were attributable to the partnership. This compared to a net income of $606 million for the year ended December 31, 2023, of which $111 million was attributable to the partnership. Net income for 2024 benefited from the acquisition of our global intermodal logistics operation and capital commissioned into rate base at our U.K. regulated distribution business, partially offset by an increase in interest expense as a result of incremental borrowings and an increase in dividends paid on our exchangeable shares. Further impacting net income during 2024 were foreign currency translation losses on our Canadian denominated deposit receivable from Brookfield Infrastructure, compared to foreign currency translation gains in the prior year. Additionally, total remeasurement losses of $477 million were recognized on our company’s shares that are classified as liabilities under IFRS Accounting Standards, compared to remeasurement gains of $34 million for the year ended December 31, 2023.
Total revenues increased by $1,163 million relative to the year ended December 31, 2023. Current year revenues benefited from our company’s acquisition of a global intermodal logistics operation at the end of September 2023, which contributed additional revenues of $1,183 million. Distribution revenues in the U.K. increased due to higher volumes and inflation-indexation which contributed additional revenues of $106 million. Our revenues further benefited from the appreciation of the British Pound which increased our revenues in U.S. dollars by $19 million relative to 2023. These benefits were partially offset by a $126 million decrease in underlying gas transmission revenues in Brazil due to the impact of foreign exchange and inflationary tariff adjustments.
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Direct operating costs for the year ended December 31, 2024 were $1,378 million, an increase of $600 million compared to the year ended December 31, 2023. Direct costs increased from the prior year primarily due to $505 million in incremental costs (including depreciation) associated with the acquisition of a global intermodal logistics operation that our company acquired at the end of September in the prior year. Direct costs also increased due to inflation and organic growth, incremental depreciation on capital expenditures made over the last year and higher values as a result of our revaluation process.
Interest expense for the year ended December 31, 2024 was $1,065 million, an increase of $368 million compared to the year ended December 31, 2023. Interest expense increased primarily due to $184 million of incremental interest expense associated with our global intermodal logistics operation that our company acquired at the end of September 2023. Interest expense was further impacted by incremental borrowings at our Brazilian regulated gas transmission business and an increase in dividends paid on our exchangeable shares, which are classified as interest expense. Dividends on our exchangeable shares increased due to a 6% increase in our company’s quarterly dividends compared to 2023 and approximately 21 million exchangeable shares issued in connection with the acquisition of our global intermodal logistics operation at the end of September 2023.
Mark-to-market and foreign currency revaluation losses totaled $116 million for the year ended December 31, 2024, compared to gains of $23 million for the year ended December 31, 2023. The losses in the current year reflect foreign currency translation losses on our Canadian denominated deposit receivable with Brookfield Infrastructure, compared to foreign currency translation gains in the prior year.
Total remeasurement losses for the year ended December 31, 2024 were $477 million compared to gains of $34 million for the year ended December 31, 2023. The remeasurement losses reflect the increase in the market price of partnership units based on the NYSE closing price. As a result of the Arrangement, the class C shares of BIHC were classified as financial liabilities upon consolidation into our company, resulting in incremental remeasurement losses of $346 million.
Other expense was $118 million for the year ended December 31, 2024, compared to $24 million for the year ended December 31, 2023. Other expense for both periods includes accretion expenses related to non-recourse borrowings.
Income tax expense for the year ended December 31, 2024 was $365 million, a decrease of $3 million for the year ended December 31, 2023. Incremental income tax expense from our global intermodal logistics operation that our company acquired at the end of September 2023 was more than offset by the impact of foreign exchange and a decrease in current taxes from lower income at our Brazilian regulated gas transmission business as a result of inflationary tariff adjustments.
Summary of Quarterly Financial Information
2025 2024
US$ MILLIONS Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
Revenues $ 956 $ 917 $ 866 $ 929 $ 944 $ 912 $ 908 $ 902
Net (loss) income (73) 320 (309) 762 40 (808) 643 197
Net (loss) income attributable to the partnership (235) 82 (477) 389 (150) (977) 491 28
Our businesses, given their regulated and contractual nature, provide stable, predictable revenues and margins. Quarterly variances in our company’s revenues are primarily due to inflation-indexation at our Brazilian regulated gas transmission business and the impact of foreign exchange. Quarterly variances in our company’s net income and net income attributable to the partnership are primarily due to revaluation gains and losses recognized on our company’s exchangeable shares that are classified as liabilities under IFRS Accounting Standards. During the year ended December 31, 2025, revaluation losses totaled $441 million.
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Statements of Financial Position
The following table summarizes the statement of financial position of our company as at December 31, 2025 and 2024:
US$ MILLIONS As of
Summary Statements of Financial Position Key Metrics December 31, 2025 December 31, 2024
Cash and cash equivalents $ 431 $ 674
Due from Brookfield Infrastructure 1,574 1,278
Property, plant and equipment 14,198 12,572
Intangible assets 3,102 2,892
Investments in associates 295 —
Total assets 24,025 23,587
Loans payable to Brookfield Infrastructure 100 102
Shares classified as financial liability 5,129 4,644
Non-recourse borrowings 13,169 12,178
Total liabilities 22,020 21,365
Equity in net assets attributable to the partnership (1,299) (1,253)
Total equity 2,005 2,222
Total assets were $24.0 billion at December 31, 2025, compared to $23.6 billion at December 31, 2024. Total assets increased by $2.2 billion as a result of the acquisition of a container portfolio at our global intermodal logistics operation, net additions to property, plant and equipment from organic growth initiatives at our U.K. regulated distribution operation, revaluation of property, plant and equipment, as well as benefits of foreign exchange. These increases were partially offset by $1.8 billion of impacts from the partial dispositions of stabilized assets at our global intermodal logistics operation, net of the 33% interest retained as an investment in associate, and depreciation and amortization of our long-lived assets.
Our accounting policy is to carry property, plant and equipment at fair value and intangible assets at amortized cost. Our company carried out an assessment of the fair value of its property, plant and equipment as at December 31, 2025, resulting in a gain from revaluation of $198 million (2024: $119 million) which was recognized in revaluation surplus in the Consolidated Statements of Comprehensive Income. The key driver behind the revaluation gain recorded was growth in underlying cash flows at our U.K. regulated distribution business, as a result of additional connections.
On December 24, 2024, our company completed the Arrangement. As a result, (i) holders of the BIHC exchangeable shares, other than Brookfield, received BIPC’s exchangeable shares in exchange for their BIHC exchangeable shares on a one-for-one basis; (ii) Brookfield transferred their exchangeable shares of BIHC to BIPC in exchange for class A.2 exchangeable shares on a one-for-one basis. The exchangeable shares, class A.2 exchangeable shares and class C shares, upon consolidation into BIPC, are classified as liabilities due to their exchangeable and cash redemption features. Upon issuance, these shares were recognized at their fair value. Subsequent to initial recognition, these shares were recognized at amortized cost and remeasured to reflect changes in the contractual cash flows associated with the shares. These contractual cash flows were based on the price of one unit of the partnership. As at December 31, 2025, the shares were remeasured to reflect the NYSE closing price of one unit, $34.74 per share.
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Non-recourse borrowings increased by $1.0 billion to $13.2 billion at December 31, 2025 as a result of incremental net borrowings of $0.4 billion, primarily relating to the acquisition of a container portfolio at our global intermodal logistics operation, and the impact of foreign exchange of $0.6 billion driven by the appreciation of the British pound and Brazilian real relative to the U.S. dollar.
Total equity decreased to $2.0 billion as at December 31, 2025, from $2.2 billion at December 31, 2024, as income generated from operations and foreign currency translation gains on our Canadian denominated deposit with Brookfield Infrastructure were more than offset by distributions and remeasurement losses associated with our shares classified as liabilities.
Foreign Currency Translation
A discussion of the most significant currency exchange rates that impact our company is set forth below as at and for the periods indicated:
Period End Rate Average Rate
As of December 31, For the year ended December 31,
2025 2024 2023 2025 vs 2024 2024 vs 2023 2025 2024 2023 2025 vs 2024 2024 vs 2023
Brazilian real 0.1817 0.1615 0.2066 13 % (22) % 0.1790 0.1855 0.2002 (4) % (7) %
British pound 1.3475 1.2516 1.2731 8 % (2) % 1.3191 1.2781 1.2439 3 % 3 %
Australian dollar 0.6673 0.6188 0.6812 8 % (9) % 0.6451 0.6597 0.6644 (2) % (1) %
The following table disaggregates the impact of foreign currency translation on the equity of our company by the most significant non-U.S. currencies for the periods indicated:
US$ MILLIONS For the year ended December 31,
2025 2024 2023
Brazilian real $ (94) $ 167 $ 47
British pound 148 (33) 86
Australian dollar(1) — — 26
54 134 159
Attributable to:
The partnership $ 84 $ 35 $ 109
Non-controlling interests (30) 99 50
$ 54 $ 134 $ 159
(1)2023 includes $49 million relating to net losses from previous foreign exchange movements that were reclassified from accumulated other comprehensive income to Other income (expense) on the Consolidated Statements of Operating Results as a result of the disposition of our Australian regulated utility.
The impact of foreign currency translation on our company’s equity, including those attributable to non-controlling interests for the year ended December 31, 2025, was an increase to equity of $54 million (2024: increase of $134 million, 2023: increase of $159 million).
Average currency exchange rates impact the U.S. dollar equivalents of revenues and net income from non-U.S. operations on a comparative basis. During the year ended December 31, 2025, the average exchange rate of the British pound appreciated relative to the U.S. dollar, while the average exchange rate of the Brazilian real depreciated relative to the U.S. dollar.
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Summary Financial Information Related to the Partnership
As the market price of our exchangeable shares is expected to be significantly impacted by the market price of the units and the combined business performance of our group as a whole, we are providing the following summary financial information regarding the partnership. For further details please review the partnership’s periodic reporting referenced in the introductory section of this MD&A.
US$ MILLIONS For the year ended December 31,
IFRS measures 2025 2024
Revenue $ 23,100 $ 21,039
Net income 2,532 1,683
US$ MILLIONS As of
IFRS measures December 31, 2025 December 31, 2024
Total assets 128,150 $ 104,590
Total liabilities 92,610 74,737
Total partnership capital 35,540 29,853
RELATED PARTY TRANSACTIONS
In the normal course of operations, our company entered into the transactions below with related parties. The ultimate parent of our company is Brookfield. Other related parties of our company represent BN’s subsidiary and operating entities.
Brookfield Infrastructure has a management agreement, the Master Services Agreement, with the Service Providers, each of which is an indirect wholly-owned subsidiary of BAM.
Pursuant to the Master Services Agreement, on a quarterly basis, we, together with Brookfield Infrastructure, pay a base management fee to the Service Providers equal to 0.3125% per quarter (1.25% annually) of the combined market value of our group. Our company pays for, or reimburses the partnership for, our proportionate share of the management fee. For purposes of calculating the base management fee, the market value of our group is equal to the aggregate value of all the outstanding units (assuming full conversion of BN’s limited partnership interests in Holding LP into units), preferred units and securities of the other Service Recipients (including the Exchangeable units and exchangeable shares, calculated on a fully-diluted basis assuming full conversion of any class A.2 exchangeable shares into exchangeable shares) that are not held by Brookfield Infrastructure, plus all outstanding third-party debt with recourse to a Service Recipient, less all cash held by such entities. The amount attributable to our company is based on the weighted average number of exchangeable shares and class A.2 exchangeable shares outstanding relative to units.
The base management fee attributable to our company was $71 million for the year ended December 31, 2025 (2024: $67 million, 2023: $63 million).
Our company’s affiliates provide connection services in the normal course of operations on market terms to affiliates and associates of Brookfield Property Partners L.P. For the year ended December 31, 2025, revenues of $1.6 million were generated (2024: $1 million, 2023: less than $1 million) and $nil expenses were incurred (2024: $nil, 2023: $nil).
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A subsidiary of BIHC is party to two credit agreements with Brookfield Infrastructure, one as borrower and one as lender, each providing for a ten-year revolving $1 billion credit facility for purposes of providing BIHC and Brookfield Infrastructure with access to debt financing on an as-needed basis and to maximize our flexibility and facilitate the movement of cash within our group. Such credit agreements terminate on March 31, 2030. We intend to use the liquidity provided by the foregoing credit facilities for working capital purposes and to fund growth capital investments and acquisitions. The determination of which of these sources of funding we will access in any particular situation will be a matter of optimizing needs and opportunities at that time.
In addition, each such credit facility contemplates potential deposit arrangements pursuant to which the lender thereunder would, with the consent of a borrower, deposit funds on a demand basis to such borrower’s account at market interest rate. As at December 31, 2025, $nil (December 31, 2024: $nil) was drawn on the credit facilities under the credit agreements with Brookfield Infrastructure.
On December 24, 2024, the partnership, BIHC and our company completed the Arrangement pursuant to which (i) holders of the exchangeable shares of BIHC, other than Brookfield, received exchangeable shares of our company in exchange for their BIHC exchangeable shares on a one-for-one basis; (ii) Brookfield transferred their exchangeable shares of BIHC to our company in exchange for class A.2 exchangeable shares on a one-for-one basis; (iii) the exchangeable shares of BIHC were delisted; and (iv) the exchangeable shares of our company were listed on the NYSE and TSX.
In connection with the Arrangement, our company entered into two deposit agreements with Canada Holdco, one as depositor/lender and one as depositee/borrower. Each deposit agreement contemplates potential deposit arrangements pursuant to which the parties thereunder would mutually agree to deposit funds thereunder from time to time on a demand basis at a specified rate of interest. Additionally, our company, as borrower, entered into a credit agreement with Canada Holdco, as lender, pursuant to which Canada Holdco established a revolving credit facility in the aggregate principal amount of $150 million in favor of our company. The credit agreement has a ten-year term, subject to automatic one-year extensions occurring annually unless terminated by the lender.
The credit facilities are available in U.S. or Canadian dollars, and advances will be made by way of SOFR, base rate, CORRA, or prime rate loans. Each of the credit facilities bears interest at the benchmark rate plus an applicable spread, in each case subject to adjustment from time to time as the parties may agree.
Brookfield Infrastructure provided BIHC an equity commitment in the amount of $1 billion. The equity commitment may be called by BIHC in exchange for the issuance of a number of class C shares or preferred shares, as the case may be, to Brookfield Infrastructure, corresponding to the amount of the equity commitment called divided (i) in the case of a subscription for class C shares, by the fair market value of a class C share, and (ii) in the case of a subscription for preferred shares, $25.00. The equity commitment will be reduced permanently by the amount so called. As at December 31, 2025, $nil (December 31, 2024: $nil) was called on the equity commitment.
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BIPC Holdings Inc., a wholly owned subsidiary of BIHC, fully and unconditionally guaranteed (i) any unsecured debt securities issued by Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited and Brookfield Infrastructure Finance Pty Ltd., which we refer to collectively as the “Co-Issuers”, in each case as to payment of principal, premium (if any) and interest when and as the same will become due and payable under or in respect of the trust indenture dated October 10, 2012 among the Co-Issuers and Computershare Trust Company of Canada under which such securities are issued, (ii) certain of the partnership’s preferred units, as to payment of distributions when due, the payment of amounts due on redemption and the payment of amounts due on the liquidation, dissolution or winding up of the partnership, and (iii) the obligations of Brookfield Infrastructure under its bilateral credit facilities. These arrangements do not have or are not reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. In addition, BIPC Holdings Inc. guaranteed (i) subordinated debt securities issued by Brookfield Infrastructure Finance ULC or BIP Bermuda Holdings I Limited on a subordinated basis, as to payment of principal, premium (if any) and interest when and as the same will become due and payable under or in respect of the trust indenture under which such securities are issued, and (ii) the obligations of Brookfield Infrastructure Holdings (Canada) Inc. under its commercial paper program.
On March 28, 2023, our company entered into a loan agreement (as lender) with Brookfield Infrastructure for $250 million. On May 24, 2024, the loan was partially settled as part of a non-cash transaction for $200 million and had a balance outstanding of $56 million as of December 31, 2025. The loan is presented as amounts due from Brookfield Infrastructure on the consolidated statements of financial position. The loan was extended to a maturity date of May 24, 2029 and accrues interest at SOFR plus 210 basis points per annum until May 24, 2026, and thereafter accrues interest at SOFR plus 475 basis points per annum until the maturity date. Interest accrued during the year ended December 31, 2025 was $4.0 million (December 31, 2024: $10 million).
On May 24, 2024, our company entered into an additional loan agreement (as lender) with Brookfield Infrastructure as part of a non-cash transaction for $24 million. The loan agreement was subsequently amended on December 27, 2024 to extend an additional $17 million to Brookfield Infrastructure. As of December 31, 2025, the balance outstanding on this loan was $44 million. The loan is presented as amounts due from Brookfield Infrastructure on the consolidated statements of financial position and accrues interest at SOFR plus 210 basis points per annum until May 24, 2026, and thereafter accrues interest at SOFR plus 475 basis points per annum until May 24, 2029, the maturity date. Interest accrued during the year ended December 31, 2025 was $3 million (December 31, 2024: $1 million).
As at December 31, 2025, the balance outstanding on our deposit with Brookfield Infrastructure was $1,435 million (December 31, 2024: $1,178 million). As at December 31, 2025, the demand deposit payable to Brookfield Infrastructure was $nil (December 31, 2024: $nil). The deposit arrangements accrue interest at 0.2% per annum. During the year ended December 31, 2025, interest accrued on the deposit with Brookfield Infrastructure was $2 million (December 31, 2024: $3 million). During the year ended December 31, 2025, interest accrued on the demand deposit payable to Brookfield Infrastructure was $nil (December 31, 2024: $nil).
On May 24, 2024, our company entered into loan agreements with Brookfield Infrastructure as part of a non-cash transaction for total cumulative proceeds of $100 million. The loans are presented as loans payable to Brookfield Infrastructure on the consolidated statements of financial position and accrue interest at SOFR plus 210 basis points per annum until May 24, 2026, and thereafter accrue interest at SOFR plus 475 basis points per annum until May 24, 2029, the maturity date. Interest accrued during the year ended December 31, 2025 was $7 million.
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As at December 31, 2025, our company had accounts payable of $51 million (December 31, 2024: $30 million) to Brookfield and subsidiaries of Brookfield Infrastructure, and accounts receivable of $12 million (December 31, 2024: $19 million) from subsidiaries of Brookfield Infrastructure.
Over the course of 2025, our global intermodal logistics operation sold a 66% interest in a stabilized container portfolio. The interest sold was acquired equally by a third party and a private fund managed by Brookfield, and was completed at arm’s length on market terms. As a result of the sale to the private fund managed by Brookfield, Brookfield Infrastructure recognized a gain of approximately $115 million ($30 million to our company) in the third quarter.
5.B LIQUIDITY AND CAPITAL RESOURCES
The nature of our asset base and the quality of our associated cash flows enable us to maintain a stable and low cost capital structure. We attempt to maintain sufficient financial liquidity at all times so that we are able to participate in attractive opportunities as they arise, better withstand sudden adverse changes in economic circumstances and maintain our distributions to shareholders. Our principal sources of liquidity are cash flows from our operations, capital recycling, access to public and private capital markets, access to the partnership’s undrawn credit facilities and equity commitment and group wide liquidity. We structure the ownership of our assets to enhance our ability to monetize them to provide additional liquidity. In certain instances, subsidiaries may be subject to limitations on their ability to declare and pay dividends to our company. However, no significant limitations existed at December 31, 2025 and 2024.
As of the date of this annual report on Form 20-F, we believe that our company’s liquidity is sufficient to meet its present requirements. As of the dates set forth below, our company’s liquidity consisted of the following:
US$ MILLIONS As of
December 31, 2025 December 31, 2024
Cash $ 141 $ 213
Credit facilities 623 664
Company liquidity $ 764 $ 877
Our company assesses liquidity on a group-wide basis, consistent with the partnership, because shareholders have exposure to a broader base of infrastructure investments by virtue of the exchange feature of our company’s exchangeable shares. As of December 31, 2025, our group’s total liquidity was $6,030 million (2024: $5,483 million).
We finance our assets principally at the operating company level with debt that generally has long-term maturities, few restrictive covenants and no recourse to either our company or our other operations.
On a consolidated basis as of December 31, 2025, scheduled principal repayments over the next five years are as follows:
US$ MILLIONS Average Term (years) 2026 2027 2028 2029 2030 Beyond Total
Non-recourse borrowing 6 $ 1,303 $ 674 $ 1,344 $ 1,230 $ 3,343 $ 5,633 $ 13,527
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As discussed in the notes to our consolidated financial statements for the year ended December 31, 2025, in connection with the Arrangement, our company as borrower, entered into a credit agreement with Brookfield Infrastructure, as lender, pursuant to which Brookfield Infrastructure established a revolving credit facility in the aggregate principal amount of $150 million in favor of our company. The credit agreement has a ten-year term, subject to automatic one-year extensions occurring annually unless terminated by the lender. Additionally, a subsidiary of BIHC is party to two credit agreements with Brookfield Infrastructure, one as borrower and one as lender, each providing for a ten-year revolving $1 billion credit facility for purposes of providing our company and Brookfield Infrastructure with access to debt financing on an as-needed basis and to maximize our flexibility and facilitate the movement of cash within our group. We intend to use the liquidity provided by the foregoing credit facilities for working capital purposes and to fund growth capital investments and acquisitions. The determination of which of these sources of funding our company will access in any particular situation will be a matter of optimizing needs and opportunities at that time.
FINANCIAL INSTRUMENTS
Foreign Currency Hedging Strategy
To the extent that we believe it is economic to do so, our strategy is to hedge a portion of our equity investments and/or cash flows exposed to foreign currencies by our company. The following key principles form the basis of our foreign currency hedging strategy:
•We leverage any natural hedges that may exist within our operations
•We utilize local currency debt financing to the extent possible
•We may utilize derivative contracts to the extent that natural hedges are insufficient
Most of the foreign exchange exposure of our group is hedged directly by the partnership and therefore, as of December 31, 2025, our company has $nil (December 31, 2024: $nil) corporate foreign exchange contracts in place to hedge against foreign currency risk.
The following table presents our exposure to foreign currencies as of December 31, 2025.
US$ MILLIONS Equity Investment - US$
GBP $ 2,263
BRL (848)
EUR & Others 13
$ 1,428
For additional information, see Note 6, “Fair Value of Financial Instruments”, Note 24, “Derivative Financial Instruments” and Note 25, “Financial Risk Management” in our consolidated financial statements.
OTHER MARKET RISKS
Inflation Risk
Certain of our operating entities are subject to inflation risk. However, we believe this is offset by the nature of our revenues which are in large part indexed to inflation. For example, our U.K. regulated distribution operations charge retailers’ rates based on the tariff of the distribution utility with which we are interconnected. These tariffs are set on the basis of regulated asset base and escalates with inflation. Our Brazilian regulated gas transmission operation charges tariffs calculated on an inflation adjusted regulatory weighted average cost of capital.
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Commodity Risk
Revenues from our Brazilian regulated gas transmission business are adjusted by a multi-factor inflation index that is designed to approximate changes in prices of the underlying components of the replacement cost of our transmission system. Due to the construction of the system, metals, such as aluminum, are a material percentage of replacement cost. Thus, changes in the price of these metals could impact future revenues.
CAPITAL REINVESTMENT
From a treasury management perspective, our company manages its cash reserves with a view to minimizing foreign exchange and administrative costs, as well as enhancing our ability to secure asset level debt financing. While capital is primarily raised at the corporate level to fund the equity component of organic growth capital expenditures, actual funding of projects may be executed by injecting cash into subsidiaries or utilizing operating cash flow generated and retained by our company. Importantly, the physical movement of cash has no relevance on our company’s ability to fund capital expenditures or make distributions.
CAPITAL EXPENDITURES
Due to the capital-intensive nature of the asset base of our company, ongoing capital investment is required for additions and enhancements, life-cycle maintenance and repair of plant and equipment related to our operations. Our company reviews all capital expenditures and classifies them in one of the two following categories:
•Growth capital expenditures: capital outlays underpinned by incremental revenues that will enhance our company’s returns. These projects are eligible for inclusion in the rate base of our businesses; and
•Maintenance capital expenditures: required capital outlays to maintain the current operating state and reliability of the system while ensuring regulatory and safety requirements are upheld.
We manage separate review and approval processes for each of the two categories of capital expenditures. Growth capital expenditures are underwritten in isolation and must meet our company’s target after-tax equity return threshold of 12% to 15%+. Projects that meet these return targets are presented to the Capital Expenditure Committee which comprises senior personnel of the general partner of the partnership. The committee reviews proposed project plans considering the target returns and funding plans, in addition to analyzing the various execution risks associated with these projects. Once a project receives approval from the Capital Expenditure Committee, it is generally added to the backlog.
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Maintenance capital expenditures follow a different, though equally robust process, as failure to make necessary investment to maintain our operations could impair the ability of our company to serve our customer base or continue existing operations. Firstly, the operations teams involved with a particular business performs a detailed review of all planned and proposed maintenance capital expenditures during the annual budgeting process. These plans are reviewed in the context of the businesses’ maintenance capital approach that is agreed upon with the business at the time of acquisition and take into account drivers of performance that include public and worker health and safety, environmental and regulatory compliance, system reliability and integrity. Maintenance capital projects that receive approval at the asset level are then presented to our company’s corporate asset management teams that are responsible for overseeing our company’s operations, and have ample experience in managing the assets. Through an iterative process with the companies’ senior operating executives, the plan is refined through a comprehensive review including prioritization of non-discretionary projects and comparisons to industry benchmarks. Once agreed, maintenance capital expenditure plans are approved and form part of the annual and five-year business plans that are presented to the partnership’s senior executive team. Once approved, these maintenance plans are executed in the following year and performance relative to these plans is closely monitored by both the operations and asset management teams.
In addition to the various levels of internal reviews, our company will engage a reputable, globally recognized engineering services firm annually to perform an independent review of its overall approach to maintenance capital expenditures and detailed capital program. Each year the engineering services firm will review a portion of the portfolio, covering all assets on a rotating basis. For each asset under review in a given year, the engineering services firm will review the historical and forecasted spend against industry standards, regulatory requirements or other benchmarking data, and determine the reasonableness of the maintenance capex program based on the nature of the business and the age and condition of the assets. We have also engaged an accounting firm to review the findings of the report provided by the engineering services firm and to assess the control activities related to our process for compiling the annual sustaining maintenance capital expenditure ranges.
Our group has completed reviews at our U.K. regulated distribution operation, Brazilian regulated gas transmission operation and global intermodal logistics operation within the last five years. The results from the engagements conducted by the firms confirm that our stated ranges of annual sustaining maintenance capital expenditures are reasonable and in-line with industry standard for assets of a similar nature.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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BIPC Holdings Inc., a wholly owned subsidiary of BIHC, fully and unconditionally guaranteed (i) any unsecured debt securities issued by Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited and Brookfield Infrastructure Finance Pty Ltd., which we refer to collectively as the “Co-Issuers”, in each case as to payment of principal, premium (if any) and interest when and as the same will become due and payable under or in respect of the trust indenture dated October 10, 2012 among the Co-Issuers and Computershare Trust Company of Canada under which such securities are issued, (ii) certain of the partnership’s preferred units, as to payment of distributions when due, the payment of amounts due on redemption and the payment of amounts due on the liquidation, dissolution or winding up of the partnership, and (iii) the obligations of Brookfield Infrastructure under its bilateral credit facilities. These arrangements do not have or are not reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. In addition, BIPC Holdings Inc. guaranteed (i) subordinated debt securities issued by Brookfield Infrastructure Finance ULC or BIP Bermuda Holdings I Limited on a subordinated basis, as to payment of principal, premium (if any) and interest when and as the same will become due and payable under or in respect of the trust indenture under which such securities are issued, and (ii) the obligations of Brookfield Infrastructure Holdings (Canada) Inc. under its commercial paper program.
In the normal course of operations, we execute agreements that provide for indemnification and guarantees to third parties in transactions such as business dispositions and acquisitions, construction projects, capital projects, and sales and purchases of assets and services. We have also agreed to indemnify our directors and certain of our officers and employees. The nature of substantially all of the indemnification undertakings prevents us from making a reasonable estimate of the maximum potential amount that we could be required to pay third parties, as many of the agreements do not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, we have made no significant payments under such indemnification agreements.
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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The table below outlines our company’s contractual obligations as at December 31, 2025:
US$ MILLIONS Less than 1 year 1-2 years 2-3 years 3-5 years 5+ years Total contractual cash flows
Accounts payable and other liabilities $ 887 $ 10 $ 1 $ 11 $ 12 $ 921
Non-recourse borrowing 1,303 674 1,344 4,573 5,633 13,527
Financial liabilities 17 5 1 — — 23
Loans payable to Brookfield Infrastructure 100 — — — — 100
Shares classified as financial liability 5,129 — — — — 5,129
Interest Expense:
Non-recourse borrowing 956 851 745 1,088 1,310 4,950
In addition, pursuant to the Master Services Agreement, on a quarterly basis, we, together with Brookfield Infrastructure, pay a base management fee to the Service Providers equal to 0.3125% (1.25% annually) of the combined market value of our group. Our company pays for, or reimburses the partnership for, our proportionate share of the management fee. For purposes of calculating the base management fee, the market value of our group is equal to the aggregate value of all the outstanding units (assuming full conversion of BN’s limited partnership interests in Holding LP into units), preferred units and securities of the other Service Recipients (including the Exchangeable units and our exchangeable shares, calculated on a fully-diluted basis assuming full conversion of any class A.2 exchangeable shares into exchangeable shares) that are not held by Brookfield Infrastructure, plus all outstanding third-party debt with recourse to a Service Recipient, less all cash held by such entities. The base management fee allocated to our company is estimated to be approximately $77 million per year based on the December 31, 2025 market value of the partnership and our company ($67 million per year based on the December 31, 2024 market value of the partnership and our company).
An integral part of our group’s strategy is to participate with institutional investors in Brookfield-sponsored infrastructure funds that target acquisitions that suit our group’s profile. In the normal course of business, our group will make commitments to Brookfield-sponsored infrastructure funds to participate in these target acquisitions in the future, if and when identified.
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REVIEW OF CONSOLIDATED STATEMENTS OF CASH FLOWS
The following table summarizes the consolidated statements of cash flows for the years ended December 31, 2025, 2024, and 2023:
US$ MILLIONSSummary Statements of Operating Results For the year ended December 31,
2025 2024 2023
Cash from operating activities $ 1,608 $ 1,743 $ 1,059
Cash used by investing activities (612) (1,110) (3,174)
Cash (used by) from financing activities (1,291) (428) 2,183
2025 vs. 2024
Cash from operating activities
Cash from operating activities totaled $1,608 million during the year ended December 31, 2025, compared to $1,743 million of cash from operating activities in the prior year. Operating cash flows benefited from inflation-indexation and capital commissioned into the rate base across our assets. These increases were more than offset by the impacts of the partial dispositions of stabilized assets at our global intermodal logistics operation, an increase in dividends paid on our exchangeable shares, which are presented as interest expense, and an increase in interest paid on non-recourse borrowings.
Cash used by investing activities
Cash used by investing activities was $612 million during the year ended December 31, 2025, compared to cash used by investing activities of $1,110 million in the prior year. Investing activities in the current year include acquisitions completed by our global intermodal logistics operation and U.K. regulated distribution operation, as well as additional net investments in long-lived assets at our U.K. regulated distribution business and our global intermodal logistics operation. These impacts were partially offset by proceeds received from the partial dispositions of stabilized assets at our global intermodal logistics operation. Investing activities in the prior year primarily related to net investments in long-lived assets.
Cash used by financing activities
Cash used by financing activities was $1,291 million during the year ended December 31, 2025, compared to $428 million of cash used by financing activities in 2024. Cash used by financing activities in the current year is primarily driven by distributions paid and capital returned to non-controlling interests, partially offset by issuance of exchangeable shares and incremental borrowings.
2024 vs. 2023
Cash from operating activities
Cash from operating activities totaled $1,743 million during the year ended December 31, 2024, an increase of $684 million compared to the year ended December 31, 2023. Operating cash flows increased primarily due to contributions from the acquisition of our global intermodal logistics operation and the benefits of inflation indexation and capital commissioned into rate base. These increases were partially offset by an increase in dividends paid on our exchangeable shares, which are presented as interest expense, and an increase in interest paid on non-recourse borrowings.
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Cash used by investing activities
Cash used by investing activities was $1,110 million during the year ended December 31, 2024, compared to cash used by investing activities of $3,174 million in the year ended December 31, 2023. The investing activities in the current year primarily relate to additional investments in long-lived assets at our U.K. regulated distribution business and our global intermodal logistics operation. Cash used by investing activities in 2023 primarily related to the acquisition of our global intermodal logistics operation and investments in long lived assets, partially offset by the sale of our 7.9% interest in an Australian regulated utility.
Cash used by financing activities
Cash used by financing activities was $428 million during the year ended December 31, 2024, compared to $2,183 million of cash from financing activities during the year ended December 31, 2023. Cash used by financing activities in 2024 is primarily driven by distributions paid to non-controlling interests, partially offset by incremental borrowings. Cash from financing activities in 2023 was primarily related to funding associated with the acquisition of our global intermodal logistics operation, partially offset by distributions paid to non-controlling interests.
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SHARE CAPITAL
Our company’s equity interests include exchangeable shares held by the public shareholders and class B shares held by Brookfield Infrastructure. Dividends on each of our exchangeable shares are expected to be declared and paid at the same time and in the same amount per share as distributions on each unit of the partnership. Ownership of class B shares entitle holders to receive dividends as and when declared by our board.
As of December 31, 2024, our company’s share capital is comprised of exchangeable shares and class B shares. As part of the Arrangement, BN transferred their exchangeable shares of BIHC to BIPC in exchange for class A.2 exchangeable shares on a one-for-one basis, which are exchangeable for exchangeable shares (subject to a restriction that limits the exchange by Brookfield and its subsidiaries of class A.2 exchangeable shares such that exchanges by Brookfield and its subsidiaries may not result in Brookfield and its subsidiaries owning 9.5% of more of the aggregate fair market value of all issued and outstanding shares of our company) or units.
As of
December 31, 2025 December 31, 2024
Exchangeable shares and class A.2 exchangeable shares(1) 132,994,956 132,051,909
Class B shares 31,909 31,909
(1)Includes 119,982,167 exchangeable shares (2024: 119,039,120) and 13,012,789 class A.2 exchangeable shares (2024: 13,012,789).
In August 2021, Brookfield Infrastructure acquired a controlling interest in IPL for consideration comprised of cash, exchangeable shares and exchangeable limited partnership units (“BIPC Exchangeable LP Units”) of Brookfield Infrastructure Corporation Exchange Limited Partnership (“BIPC Exchange LP”). BIPC Exchange LP is a subsidiary of the partnership and holders of BIPC Exchangeable LP Units have the right to require the partnership to purchase BIPC Exchangeable LP Units and deliver one exchangeable share for each BIPC Exchangeable LP Unit purchased. During the year ended December 31, 2025, our company issued 155,557 exchangeable shares in connection with exchange requests from BIPC Exchange LP unitholders. As of March 12, 2026, our company’s capital structure comprised of 122,406,667 exchangeable shares. There were no further issuances of class B shares since December 31, 2025.
Exchangeable shares are exchangeable at the option of the holder at any time at a price equal to the market price of a unit. Our company has the option to satisfy the exchange either by delivering a unit or the cash equivalent of a unit. Our company intends to settle any exchange requests with units. During the year ended December 31, 2025, our shareholders exchanged 45,782 exchangeable shares for an equal number of units. Class B shares are redeemable for cash in an amount equal to the market price of a unit. There have been no redemptions of class B shares to date. Due to the exchange feature of the exchangeable shares and the cash redemption feature of the class B shares, the exchangeable shares and the class B shares are classified as financial liabilities. However, class B shares, the most subordinated class of all common shares, meet certain qualifying criteria and are presented as equity instruments given the narrow scope presentation exceptions existing in IAS 32.
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In November 2025, BIPC launched an “at the market” program, whereby it may offer and sell up to $400 million exchangeable shares directly from treasury (the “BIPC ATM”), of which approximately $243 million remains available for issuance as of March 12, 2026 until the BIPC ATM expires on February 28, 2027 (or is earlier terminated). Under the BIPC ATM, exchangeable shares may be sold to the public from time to time at prevailing market prices through the TSX, NYSE or any other marketplace in Canada or the United States where the exchangeable shares may be traded. Brookfield Infrastructure intends to use the net proceeds from the BIPC ATM, if any, to facilitate repurchases by the partnership of its units under its normal course issuer bid (subject to compliance with applicable securities laws) and for general corporate purposes, such that the program is intended to be non-dilutive to Brookfield Infrastructure. During the year-ended December 31, 2025, BIPC issued 833,272 exchangeable shares under the BIPC ATM, and an equivalent number of partnership units were repurchased by Brookfield Infrastructure. The issuances were completed on the TSX and NYSE at average prices of C$63.78 and US$45.86, respectively, per exchangeable share, for aggregate gross proceeds of $38 million. Net proceeds from the issuance also rounded to $38 million, after deducting agent commission costs of $0.4 million.
In September 2023, our company issued 21,094,441 exchangeable shares in connection with the acquisition of our global intermodal logistics operation. In addition, our company issued 9,013,983 class C shares to Brookfield Infrastructure to partially finance the acquisition.
Our company declared and paid dividends on our exchangeable shares at a rate of $0.430 per share resulting in total dividends paid of $228 million on its exchangeable and class A.2 shares outstanding during the year ended December 31, 2025. Dividends paid on our exchangeable and class A.2 shares are presented as interest expense in our audited consolidated financial statements. No dividends were declared on our class B shares or class C shares during the year.
Our company may from time-to-time, subject to applicable law, purchase exchangeable shares for cancellation in the open market, provided that any necessary approval has been obtained.
In November 2025, we announced that the TSX accepted a notice filed by our company of its intention to renew its normal course issuer bid to repurchase outstanding exchangeable shares. Please refer to Item 16E “Purchases of Equity Securities by the Issuer and Affiliated Purchaser” for further details.
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PRICE RANGE AND TRADING VOLUME OF LISTED UNITS
The units are listed and posted for trading on the TSX under the symbol “BIP.UN”. The following table sets forth the price ranges (after accounting for the effect of special distribution) and trading volumes of the units as reported by the TSX for the periods indicated, in Canadian dollars:
Units
High (C$) Low (C$) Volume
2025
January 1, 2025 - March 31, 2025 48.54 39.68 27,097,862
April 1, 2025 - June 30, 2025 46.22 38.30 30,151,936
July 1, 2025 - September 30, 2025 46.11 41.15 26,556,758
October 1, 2025 - December 31, 2025 50.76 46.25 25,788,064
2024
January 1, 2024 - March 31, 2024 43.09 37.54 28,068,653
April 1, 2024 - June 30, 2024 41.98 34.61 35,483,118
July 1, 2024 - September 30, 2024 47.63 38.02 31,098,913
October 1, 2024 - December 31, 2024 50.28 43.95 24,660,757
The units are listed and posted for trading on the NYSE under the symbol “BIP”. The following table sets forth the price ranges and trading volumes of the units as reported by the NYSE for the periods indicated, in U.S. dollars:
Units
High ($) Low ($) Volume
2025
January 1, 2025 - March 31, 2025 33.60 27.52 29,885,953
April 1, 2025 - June 30, 2025 33.86 26.99 34,866,426
July 1, 2025 - September 30, 2025 34.07 29.81 33,762,506
October 1, 2025 - December 31, 2025 36.41 33.19 36,218,827
2024
January 1, 2024 - March 31, 2024 31.95 27.64 31,192,792
April 1, 2024 - June 30, 2024 30.75 25.05 29,357,547
July 1, 2024 - September 30, 2024 35.19 27.14 24,284,595
October 1, 2024 - December 31, 2024 36.42 30.42 21,892,473
5.C RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
Not applicable.
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5.D TREND INFORMATION
We seek to increase the cash flows from our operations through acquisitions and organic growth opportunities as described below. In particular, we focus on consortiums and partnerships where Brookfield has sufficient influence or control to deploy our operations oriented approach and Brookfield has a strong track record of leading such transactions, which provides the opportunity to expand cash flows through acquisitions. Our beliefs as to the opportunities for our company to increase cash flows through acquisitions and organic growth are based on assumptions about our company and markets that management believes are reasonable in the circumstances. There can be no assurance as to growth in our cash flows, or capital deployed for acquisitions or organic growth. See “Forward-Looking Statements” in the forepart of this annual report on Form 20-F.
We believe our global scale and best-in-class operating groups provide us with a unique competitive advantage as we are able to efficiently allocate capital around the world toward those sectors and geographies where we see the greatest returns. We actively recycle assets on our balance sheet as they mature and reinvest the proceeds into higher yielding investment strategies, further enhancing returns.
Capital recycling has been a critical component of our full-cycle investment strategy and is important to our company for the following reasons:
•Key value creation lever - most infrastructure assets reach a maturity point, where the pace of capital appreciation or same-store growth levels out. Capital appreciation is maximized in periods where there are operational improvements, increased capacity utilization and capital expansion. Absent these factors, we would generally consider these assets to have mature income streams. At this point we will look to sell them at attractive returns and redeploy the proceeds into new income streams that will earn our 12% to 15%+ target returns.
•Alternative source of capital - we sometimes issue equity to fund growth, however capital markets are not always available and thus capital recycling becomes an important alternative source of funding. We believe that capital recycling allows us to be more strategic and focus on selling bond-like businesses at a very low discount rate, while potentially increasing returns to shareholders by avoiding dilution on our high-growth businesses.
•Institutes capital discipline - to us, it is imperative that businesses are sold to maximize proceeds, not when cash is needed as selling under duress almost never optimizes value. While our approach may result in periods where we have substantial liquidity that results in a short-term drag on results, as long-term investors, we believe it is the best way to create value over the long run.
Notwithstanding the benefits for our business, expectations of quantitative tightening and a rising interest rate environment have recently caused significant stock market volatility. This volatility has been most pronounced in the technology sector, where we have seen a large pullback in valuations to start the year. Although we expect our unit price to move with broader market sentiment, we believe the underlying value of our privately owned infrastructure assets will be less impacted. We expect that private buyers of infrastructure assets, especially those for high-quality, de-risked essential infrastructure, take a longer-term view and are less influenced by short-term economic conditions or sentiment.
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5.E CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements requires management to make significant judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses that are not readily apparent from other sources, during the reporting period. These estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Significant judgments and estimates made by management and utilized in the normal course of preparing our company’s consolidated financial statements, which we consider to be critical, are outlined below.
Revaluation of property, plant and equipment
Property, plant and equipment is revalued on a regular basis. The critical estimates and assumptions underlying the valuation of property, plant and equipment are set out in Note 9, “Property, Plant and Equipment” in our financial statements included in this annual report on Form 20-F. Our company’s property, plant, and equipment is measured at fair value on a recurring basis with an effective date of revaluation for all asset classes of December 31. Our company determined fair value under the income method with due consideration to significant inputs such as the discount rate, terminal value multiple and overall investment horizon.
Future accounting policies
Amendments to IFRS 9, Financial Instruments (“IFRS 9”) and IFRS 7, Financial Instruments: Disclosures (“IFRS 7”) - Classification and Measurement of Financial Instruments
In May 2024, the IASB issued amendments which clarify the requirements for the timing of recognition and derecognition of financial liabilities settled through an electronic cash transfer system, add further guidance for assessing the contractual cash flow characteristics of financial assets with contingent features, and add new or amended disclosures relating to investments in equity instruments designated at FVOCI and financial instruments with contingent features. The amendments to IFRS 9 and IFRS 7 are effective for periods beginning on or after January 1, 2026, with early adoption permitted. Our company has assessed these amendments and determined that they are not expected to have a material impact on its consolidated financial statements.
IFRS 18 - Presentation and Disclosure in Financial Statements (“IFRS 18”)
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements. IFRS 18 is effective for periods beginning on or after January 1, 2027, with early adoption permitted. IFRS 18 is expected to improve the quality of financial reporting by requiring defined subtotals in the statement of profit or loss, requiring disclosure about management-defined performance measures, and adding new principles for aggregation and disaggregation of information. Our company is in the process of determining the impact of the amendments on its consolidated financial statements.
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