Brookfield Infrastructure Partners L.P. (Form: 6-K, Received: 08/10/2021 17:30:46)

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.,

by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

Date: August 10, 2021

/s/ Jane Sheere

Jane Sheere

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2021 Commission file number 001-33632

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

73 Front Street, Fifth floor Hamilton, HM 12 Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

The information contained in Exhibits 99.1, 99.2 and 99.3 of this Form 6-K is incorporated by reference into the registrant’s registration statement on Form F-4 (File No. 333-253365-01).

The following documents, which are attached as exhibits hereto, are incorporated by reference herein:


Exhibit		Title

99.1		Inter Pipeline Ltd.’s unaudited financial statements and notes thereto for the quarter ended June 30, 2021

99.2		Unaudited pro forma consolidated financial statements as at June 30, 2021, for the period ended June 30, 2021 and year ended December 31, 2020

99.3		Consolidated capitalization of Brookfield Infrastructure Partners L.P. based on unaudited financial statements as at June 30, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

Inter Pipeline Ltd.

Interim Consolidated Balance Sheets


				As at
	June 30			December 31
(unaudited)(millions of Canadian dollars)	2021			2020

ASSETS
Current Assets
Cash and cash equivalents	$	28.7		$	40.1
Accounts receivable		337.0			329.2
Derivatives (note 10)		2.8			0.1
Prepaid expenses and other assets		78.6			50.1
Inventory		26.7			14.0
Assets of the Empress divestiture group held for sale		—			175.3
Total Current Assets		473.8			608.8

Non-Current Assets
Right-of-use assets		122.2			110.5
Property, plant and equipment (note 5)		12,380.7			11,915.2
Goodwill and intangible assets		499.8			431.9
Total Assets	$	13,476.5		$	13,066.4

LIABILITIES AND EQUITY
Current Liabilities
Dividends payable (note 8)	$	17.2		$	17.2
Accounts payable and other liabilities		612.3			466.2
Derivatives (note 10)		33.2			0.8
Lease liabilities		15.6			14.6
Current income taxes payable		5.6			3.0
Short-term debt and current portion of long-term debt (note 6)		1,688.9			1,629.7
Liabilities of the Empress divestiture group held for sale		—			44.3
Total Current Liabilities		2,372.8			2,175.8

Non-Current Liabilities
Long-term debt (note 6)		5,251.1			5,165.0
Long-term lease liabilities		136.5			125.1
Provisions		300.2			375.3
Long-term deferred revenue and other liabilities		40.2			35.0
Deferred income taxes		1,025.3			974.4
Total Liabilities		9,126.1			8,850.6

Commitments (notes 5 and 12)

Equity
Shareholders’ equity (note 8)		4,383.3			4,213.0
Total reserves		(32.9	)		2.8
Total Equity		4,350.4			4,215.8
Total Liabilities and Equity	$	13,476.5		$	13,066.4

See accompanying condensed notes to the interim consolidated financial statements.

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Inter Pipeline Ltd.

Interim Consolidated Statements of Net Income


	Three Months Ended June 30					Six Months Ended June 30
(unaudited)(millions of Canadian dollars)	2021			2020		2021			2020

Revenue	$	702.9		$	539.5	$	1,400.1		$	1,143.3
Cost of sales		388.6			260.0		739.3			576.2
Loss on derivatives (note 10)		34.1			2.9		54.5			2.9
GROSS PROFIT		280.2			276.6		606.3			564.2
Depreciation and amortization		77.1			95.4		147.0			187.4
Financing charges		35.6			49.4		73.0			98.1
General and administrative		70.8			46.3		123.3			70.0
Gain on sale of the Empress divestiture group (note 3)		(70.0	)		—		(70.0	)		—
INCOME BEFORE INCOME TAXES		166.7			85.5		333.0			208.7

Income tax expense (note 7)		21.2			23.0		59.7			57.1
NET INCOME	$	145.5		$	62.5	$	273.3		$	151.6

Net income per share (note 8)
Basic and diluted	$	0.34		$	0.15	$	0.64		$	0.36

Interim Consolidated Statements of Comprehensive Income


	Three Months Ended June 30						Six Months Ended June 30
(unaudited)(millions of Canadian dollars)	2021			2020			2021			2020

NET INCOME	$	145.5		$	62.5		$	273.3		$	151.6

OTHER COMPREHENSIVE (LOSS) INCOME

Item that may be reclassified subsequently to net income
Unrealized (loss) gain on translating financial statements of foreign operations		(0.9	)		(29.0	)		(35.7	)		28.7
Other Comprehensive (Loss) Income		(0.9	)		(29.0	)		(35.7	)		28.7

COMPREHENSIVE INCOME	$	144.6		$	33.5		$	237.6		$	180.3

See accompanying condensed notes to the interim consolidated financial statements.

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Inter Pipeline Ltd.

Interim Consolidated Statements of Cash Flows


	Three Months Ended June 30						Six Months Ended June 30
(unaudited)(millions of Canadian dollars)	2021			2020			2021			2020

OPERATING ACTIVITIES
Net income	$	145.5		$	62.5		$	273.3		$	151.6
Items not involving cash:
Depreciation and amortization		77.1			95.4			147.0			187.4
Gain on sale of the Empress divestiture group (note 3)		(70.0	)		—			(70.0	)		—
Non-cash expense (recovery)		8.8			5.4			12.1			(0.9	)
Deferred income tax expense		19.1			21.1			53.5			53.8
Unrealized loss on derivatives (note 10)		25.8			—			29.7			—
Funds from operations		206.3			184.4			445.6			391.9
Net change in non-cash operating working capital		25.0			36.2			54.3			19.7
Cash provided by operating activities		231.3			220.6			499.9			411.6

INVESTING ACTIVITIES
Expenditures on property, plant and equipment		(348.8	)		(283.3	)		(641.4	)		(599.8	)
Receipt of government grants		7.4			8.1			7.4			10.2
Proceeds from sale of the Empress divestiture group (note 3)		38.7			—			38.7			—
Net change in non-cash investing working capital		54.9			(89.3	)		49.8			(46.6	)
Cash used in investing activities		(247.8	)		(364.5	)		(545.5	)		(636.2	)

FINANCING ACTIVITIES
Cash dividends paid on common shares (note 8)		(51.5	)		(18.2	)		(103.0	)		(106.9	)
Principal payments on lease liabilities		(3.7	)		(4.6	)		(7.0	)		(10.5	)
Increase in debt including transaction costs		61.2			467.8			141.7			641.1
Net change in non-cash financing working capital		0.1			(43.5	)		—			(42.0	)
Cash provided by financing activities		6.1			401.5			31.7			481.7

Effect of foreign currency translation on cash		2.0			(1.1	)		2.5			(1.2	)
(Decrease) increase in cash and cash equivalents		(8.4	)		256.5			(11.4	)		255.9
Cash and cash equivalents, beginning of period		37.1			32.0			40.1			32.6
Cash and cash equivalents, end of period	$	28.7		$	288.5		$	28.7		$	288.5

Cash taxes (recovered) paid	$	—		$	(3.1	)	$	3.0		$	(0.2	)
Cash interest paid	$	84.5		$	69.2		$	140.5		$	137.5

See accompanying condensed notes to the interim consolidated financial statements.

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Inter Pipeline Ltd.

Interim Consolidated Statements of Changes in Equity


(unaudited)(millions of Canadian dollars)
	Share			Earnings /						Total
	Capital			(Deficit)			Reserves			Equity
Balance, January 1, 2021	$	—		$	4,213.0		$	2.8		$	4,215.8
Net income for the period		—			273.3			—			273.3
Other comprehensive loss		—			—			(35.7	)		(35.7	)
Dividends declared (note 8)		—			(103.0	)		—			(103.0	)
Balance, June 30, 2021	$	—		$	4,383.3		$	(32.9	)	$	4,350.4

Balance, January 1, 2020	$	4,900.3		$	(836.3	)	$	25.3		$	4,089.3
Net income for the period		—			151.6			—			151.6
Other comprehensive income		—			—			28.7			28.7
Dividends declared (note 8)		—			(232.6	)		—			(232.6	)
Shares issued under Premium Dividend^™ and Dividend Reinvestment Plan (note 8)		125.7			—			—			125.7
Stated capital adjustment		(5,026.0	)		5,026.0			—			—
Balance, June 30, 2020	$	—		$	4,108.7		$	54.0		$	4,162.7

See accompanying condensed notes to the interim consolidated financial statements.

^™ Denotes trademark of Canaccord Genuity Corp.

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Inter Pipeline Ltd.

Condensed Notes to Interim Consolidated Financial Statements

June 30, 2021

(unaudited)(millions of Canadian dollars, except as otherwise indicated)

1. STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION

These unaudited condensed interim consolidated financial statements (interim financial statements) have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting. These interim financial statements do not contain all disclosures required by International Financial Reporting Standards (IFRS) for annual financial statements and accordingly, should be read in conjunction with Inter Pipeline Ltd.’s (Inter Pipeline) audited consolidated financial statements and notes thereto for the year ended December 31, 2020.

Inter Pipeline has consistently applied the same accounting policies for all periods presented in these interim financial statements as those used in Inter Pipeline’s audited consolidated financial statements for the year ended December 31, 2020. Certain prior period balances have been reclassified to match the current year presentation.

These interim financial statements were authorized for issue in accordance with a resolution of the Board of Directors of Inter Pipeline on August 5, 2021.

2. REVISION OF REPORTABLE SEGMENTS

Effective January 1, 2021, Inter Pipeline restructured its reportable segments to better reflect its underlying operations. The application of existing segment reporting and revenue recognition accounting policies to Inter Pipeline’s new reportable segments is outlined below.

Refer to note 4 for the restated segment reporting for the three and six months ended June 30, 2020.

Segment Reporting

Inter Pipeline determines its reportable segments based on the nature of its operations. This is consistent with how the business is managed and results are reported to the Chief Executive Officer and Chief Financial Officer, who are Inter Pipeline’s chief operating decision makers. Operating segments that have similar economic characteristics are aggregated into reportable segments. Inter Pipeline evaluates the financial performance of its reportable segments primarily based on adjusted EBITDA. Adjusted EBITDA is defined as net income before financing charges, income taxes, depreciation and amortization, and unrealized gains / losses on derivatives.

Segment results include items that are directly attributable to a segment as well as items that can be allocated on a reasonable basis and can be controlled by segment managers. Intersegment transactions are recorded at estimated market rates and are eliminated on consolidation.

Industry Segments

The transportation segment is comprised of oil sands and conventional oil pipelines that transport petroleum products, as well as bulk liquid storage terminals that provide storage and blending services for oil, chemical and biofuel products. The facilities infrastructure segment owns assets that provide customers with NGL, offgas and petrochemical products and services. The marketing segment manages the logistics and sale of products not produced under fee-based or cost-of-service agreements, engages in facility and pipeline optimization opportunities, and is responsible for Inter Pipeline’s commodity risk management activities, including hedging. The new ventures segment focuses on the development of large-scale innovative projects to create new cash flow streams, and currently includes the Heartland Petrochemical Complex (HPC). Once projects are in service and operating as intended, the assets and operations will be transferred to the facilities infrastructure and marketing segments.

Inter Pipeline - 5

Revenue Recognition

Revenue is recognized when control of the underlying goods or services for a particular performance obligation is transferred to a customer by applying the following five steps:

Identify the contract with a customer;

Identify the performance obligations in the contract;

Determine the transaction price;

Allocate the transaction price to the performance obligations in the contract; and

Recognize revenue when, or as, the entity satisfies a performance obligation.

Goods or services that are promised to a customer are referred to as “performance obligations”. Inter Pipeline’s performance obligations have been determined as follows:


Segment	Nature of Performance Obligations	Recognition
Transportation	● Transportation of petroleum products	● over time
	● Storage of petroleum and petrochemical products	● over time
	● Blending and ancillary services	● at a point in time
Facilities Infrastructure	● Processing of NGLs	● over time
	● Sale of NGL products	● at a point in time
Marketing	● Sale of petroleum and NGL products	● at a point in time
	● Blending and ancillary services	● at a point in time
New Ventures⁽¹⁾	● Processing of NGLs and ancillary services	● over time
	● Sale of plastic products	● at a point in time

(1)	Material revenue is not anticipated from the New Ventures segment until HPC is in-service in early 2022.

Revenue is disaggregated into categories that depict how the nature, timing, and uncertainty of revenues and cash flows are affected by economic factors. Inter Pipeline has categorized its revenue into the following contract types: (i) cost-of-service; (ii) fee-based; and (iii) commodity-based.

Cost-of-Service Contracts

Inter Pipeline provides transportation, NGL processing and storage services under cost-of-service contracts that generally are not impacted by throughput volume or commodity price fluctuations. This includes take-or-pay contracts with dedicated volume or revenue commitments, modified cost-of-service contracts that may have throughput volume exposure in certain circumstances, as well as contracts which generally provide for a return on invested capital and recovery of substantially all operating costs.

Inter Pipeline satisfies its performance obligations and recognizes revenue under cost-of-service contracts over time, as the associated transportation, gas processing, or storage services are provided, or ratably over the term of any take-or-pay arrangements. Contracts may contain make-up rights which are earned by the shippers when minimum volume commitments are not utilized during the period and under certain circumstances can be used to offset excess volume in future periods, subject to expiry periods. Inter Pipeline recognizes revenues associated with make-up rights at the earlier of when the make-up volume is shipped, the make-up right expires, or when it is determined that the likelihood that the shipper will utilize the make-up rights is remote.

Revenue is deferred when payments are received in advance of future services, or in the case of certain declining rate base cost-of-service contracts, when the term of invoicing is less than the period over which performance obligations are satisfied. Deferred amounts are recognized over the period the performance obligation is expected to be satisfied.

Inter Pipeline - 6

Fee-Based Contracts

Fee-based contracts are generally subject to fluctuations in throughput volume but not commodity prices. Revenue is based on a contracted fee and consideration is variable with respect to volume. Inter Pipeline satisfies its performance obligations and recognizes revenue under fee-based contracts over time as the associated transportation, gas processing, or storage services are provided. Inter Pipeline has fee-based contracts with both external and internal customers.

Commodity-Based Contracts

Petroleum and NGLs are sold under commodity-based contracts that are generally subject to throughput volume and commodity price fluctuations. Inter Pipeline satisfies its performance obligations and recognizes revenue once the products have been delivered, which is the same point that control is transferred.

3. ACQUISITION OF THE MILK RIVER PIPELINE SYSTEM AND SALE OF THE EMPRESS DIVESTITURE GROUP

On June 1, 2021, Inter Pipeline completed the acquisition of the Milk River pipeline system from Plains Midstream Canada ULC, in exchange for its 100% ownership interest in the Empress II and 50% ownership interest in the Empress V straddle plants (collectively the “Empress divestiture group”). Inter Pipeline also received cash proceeds of $38.7 million.

a) Acquisition of Milk River Pipeline System

The Milk River pipeline system provides an important link between Inter Pipeline’s Bow River pipeline system and the U.S./ Canadian border west of Coutts, Alberta and will allow for operational and commercial synergies with Inter Pipeline’s existing conventional oil transportation business. Operating results for the Milk River pipeline system have been included in the consolidated financial statements since June 1, 2021, within the transportation segment. The Milk River pipeline system contributed $5.4 million and $2.7 million to revenue and net income before tax, respectively from the date of acquisition to June 30, 2021. If the acquisition had taken place on January 1, 2021, for the six months ended June 30, 2021, management estimates that the Milk River pipeline system would have contributed an incremental $25.7 million to pro forma revenue and $15.1 million to pro forma net income before tax. The pro forma information is not necessarily indicative of the results of operations that would have resulted had the acquisition been effective on the date indicated, or of future results.

The acquisition was accounted for by the acquisition method as at the closing date of June 1, 2021. Determinations of fair value often require management to make assumptions and estimates about future events. Changes in any of the assumptions or estimates used in determining the fair value of acquired assets and liabilities could impact the carrying amounts assigned. Inter Pipeline has allocated the consideration transferred as follows:



Cash	$	38.7

Abandonment trust fund		0.9

Property, plant and equipment		79.0

Intangible assets		82.4

Provisions		(2.3	)

Purchase price	$	198.7

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b) Sale of the Empress Divestiture Group

The following table summarizes the gain recorded in net income on the sale of the Empress divestiture group:



Proceeds	$	198.7

Net assets disposed		(128.7	)

Gain on sale of the Empress divestiture group	$	70.0

The following table summarizes the net assets of the Empress divestiture group at June 1, 2021:


Current Assets

Accounts receivable	$	7.5

Prepaid expenses and other assets		2.5

Non-Current Assets

Property, plant and equipment (note 5)		131.7

Goodwill and intangible assets		33.4

Assets of the Empress divestiture group	$	175.1

Current Liabilities

Accounts payable and other liabilities	$	6.5

Non-Current liabilities

Provisions		5.3

Deferred income taxes		34.6

Liabilities of the Empress divestiture group	$	46.4


Net assets of the Empress divestiture group	$	128.7

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4. SEGMENT REPORTING


Three Months Ended June 30, 2021
	Transportation		Facilities Infrastructure		Marketing		New Ventures			Corporate⁽¹⁾			Total

Cost-of-service	$	260.4	$	10.2	$	—	$	—		$	—		$	270.6

Fee-based		33.6		47.6		—		—			—			81.2

Commodity-based		—		—		351.1		—			—			351.1

Revenue from external customers⁽²⁾		294.0		57.8		351.1		—			—			702.9

Intersegment fee-based revenue		8.8		99.4		—		—			(108.2	)		—

TOTAL REVENUE		302.8		157.2		351.1		—			(108.2	)		702.9

Cost of sales		76.7		130.4		282.2		7.8			(108.5	)		388.6

Loss on derivatives		—		—		34.1		—			—			34.1

GROSS PROFIT		226.1		26.8		34.8		(7.8	)		0.3			280.2

General and administrative		16.0		1.5		1.5		5.0			46.8			70.8

Add back:

Unrealized loss on derivatives		—		—		25.8		—			—			25.8

ADJUSTED EBITDA	$	210.1	$	25.3	$	59.1	$	(12.8	)	$	(46.5	)	$	235.2

Depreciation and amortization														77.1

Gain on sale of the Empress divestiture group														(70.0)

Unrealized loss on derivatives														25.8

Financing charges														35.6

Income tax expense														21.2

NET INCOME													$	145.5


EXPENDITURES ON PROPERTY, PLANT AND EQUIPMENT	$	18.4	$	25.2	$	—	$	301.7		$	3.5		$	348.8

(1)	Corporate includes intersegment eliminations.

(2)	Transportation revenue includes $28.0 million of sales to external customers located in Europe. Marketing revenue includes $48.4 million of sales to external customers located in the United States.


Three Months Ended June 30, 2020
	Transportation		Facilities Infrastructure		Marketing			New Ventures			Corporate⁽¹⁾			Total

Cost-of-service	$	278.2	$	11.4	$	—		$	—		$	—		$	289.6

Fee-based		41.6		59.4		—			—			—			101.0

Commodity-based		—		—		148.9			—			—			148.9

Revenue from external customers⁽²⁾		319.8		70.8		148.9			—			—			539.5

Intersegment fee-based revenue		5.5		89.2		—			—			(94.7	)		—

TOTAL REVENUE		325.3		160.0		148.9			—			(94.7	)		539.5

Cost of sales		85.5		112.5		152.6			1.2			(91.8	)		260.0

Loss on derivatives		—		—		2.9			—			—			2.9

GROSS PROFIT		239.8		47.5		(6.6	)		(1.2	)		(2.9	)		276.6

General and administrative		21.1		1.3		0.7			3.3			19.9			46.3

ADJUSTED EBITDA	$	218.7	$	46.2	$	(7.3	)	$	(4.5	)	$	(22.8	)	$	230.3

Depreciation and amortization															95.4

Financing charges															49.4

Income tax expense															23.0

NET INCOME														$	62.5


EXPENDITURES ON PROPERTY, PLANT AND EQUIPMENT	$	30.8	$	10.0	$	—		$	237.9		$	4.6		$	283.3

(1)	Corporate includes intersegment eliminations.

(2)	Transportation revenue includes $80.8 million of sales to external customers located in Europe. Marketing revenue includes $29.9 million of sales to external customers located in the United States.

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Six Months Ended June 30, 2021
	Transportation		Facilities Infrastructure		Marketing		New Ventures			Corporate⁽¹⁾			Total

Cost-of-service	$	534.0	$	24.1	$	—	$	—		$	—		$	558.1

Fee-based		60.1		99.9		—		—			—			160.0

Commodity-based		—		—		682.0		—			—			682.0

Revenue from external customers⁽²⁾		594.1		124.0		682.0		—			—			1,400.1

Intersegment fee-based revenue		15.3		226.6		—		—			(241.9	)		—

TOTAL REVENUE		609.4		350.6		682.0		—			(241.9	)		1,400.1

Cost of sales		156.4		289.3		519.9		12.7			(239.0	)		739.3

Loss on derivatives		—		—		54.5		—			—			54.5

GROSS PROFIT		453.0		61.3		107.6		(12.7	)		(2.9	)		606.3

General and administrative		31.9		2.9		3.9		10.1			74.5			123.3

Add back:

Unrealized loss on derivatives		—		—		29.7		—			—			29.7

ADJUSTED EBITDA	$	421.1	$	58.4	$	133.4	$	(22.8	)	$	(77.4	)	$	512.7

Depreciation and amortization														147.0

Gain on sale of the Empress divestiture group														(70.0)

Unrealized loss on derivatives														29.7

Financing charges														73.0

Income tax expense														59.7

NET INCOME													$	273.3


EXPENDITURES ON PROPERTY, PLANT AND EQUIPMENT	$	47.9	$	58.7	$	—	$	527.1		$	7.7		$	641.4

(1)	Corporate includes intersegment eliminations.

(2)	Transportation revenue includes $57.4 million of sales to external customers located in Europe. Marketing revenue includes $124.1 million of sales to external customers located in the United States.


Six Months Ended June 30, 2020
	Transportation		Facilities Infrastructure		Marketing			New Ventures			Corporate⁽¹⁾			Total

Cost-of-service	$	555.6	$	23.3	$	—		$	—		$	—		$	578.9

Fee-based		97.7		118.7		—			—			—			216.4

Commodity-based		—		—		348.0			—			—			348.0

Revenue from external customers⁽²⁾		653.3		142.0		348.0			—			—			1,143.3

Intersegment fee-based revenue		12.3		182.0		—			—			(194.3	)		—

TOTAL REVENUE		665.6		324.0		348.0			—			(194.3	)		1,143.3

Cost of sales		179.3		231.1		347.9			5.0			(187.1	)		576.2

Loss on derivatives		—		—		2.9			—			—			2.9

GROSS PROFIT		486.3		92.9		(2.8	)		(5.0	)		(7.2	)		564.2

General and administrative		35.1		2.9		1.6			7.2			23.2			70.0

ADJUSTED EBITDA	$	451.2	$	90.0	$	(4.4	)	$	(12.2	)	$	(30.4	)	$	494.2

Depreciation and amortization															187.4

Financing charges															98.1

Income tax expense															57.1

NET INCOME														$	151.6


EXPENDITURES ON PROPERTY, PLANT AND EQUIPMENT	$	77.1	$	19.2	$	—		$	492.7		$	10.8		$	599.8

(1)	Corporate includes intersegment eliminations.

(2)	Transportation revenue includes $161.8 million of sales to external customers located in Europe. Marketing revenue includes $68.2 million of sales to external customers located in the United States.

Inter Pipeline - 10

5. PROPERTY, PLANT AND EQUIPMENT


	Pipelines,			Construction
	Facilities and			Work in
	Equipment⁽¹⁾			Progress			Total
COST

Balance, January 1, 2020	$	11,423.4		$	2,488.6		$	13,912.0

Additions and transfers from construction⁽²⁾		513.9			1,266.2			1,780.1

Disposals and completed construction⁽²⁾		(46.2	)		(512.1	)		(558.3	)

Sale of the European divestiture group		(1,037.8	)		(32.3	)		(1,070.1	)

Reclassified to assets of the Empress divestiture group held for sale⁽³⁾		(255.7	)		—			(255.7	)

Foreign currency translation adjustments		86.1			3.0			89.1
Balance, December 31, 2020		10,683.7			3,213.4			13,897.1

Additions and transfers from construction⁽²⁾		134.1			566.0			700.1

Acquisition of Milk River pipeline system (note 3)		79.0			—			79.0

Disposals and completed construction⁽²⁾		(21.0	)		(134.8	)		(155.8	)

Foreign currency translation adjustments		(45.2	)		(1.8	)		(47.0	)
Balance, June 30, 2021	$	10,830.6		$	3,642.8		$	14,473.4

ACCUMULATED DEPRECIATION

Balance, January 1, 2020	$	2,154.2		$	—		$	2,154.2

Depreciation		284.7			—			284.7

Disposals		(21.0	)		—			(21.0	)

Sale of the European divestiture group		(334.2	)		—			(334.2	)

Reclassified to assets of the Empress divestiture group held for sale⁽³⁾		(124.0	)		—			(124.0	)

Foreign currency translation adjustments		22.2			—			22.2
Balance, December 31, 2020		1,981.9			—			1,981.9

Depreciation		135.7			—			135.7

Disposals		(12.1	)		—			(12.1	)

Foreign currency translation adjustments		(12.8	)		—			(12.8	)
Balance, June 30, 2021	$	2,092.7		$	—		$	2,092.7

NET BOOK VALUE
As at December 31, 2020	$	8,701.8		$	3,213.4		$	11,915.2
As at June 30, 2021	$	8,737.9		$	3,642.8		$	12,380.7

(1)	At June 30, 2021, $496.8 million of pipelines, facilities and equipment was leased to others (December 31, 2020 - $544.4 million).

(2)	The majority of property, plant and equipment additions are related to constructed assets and are initially recorded as construction work in progress before being transferred to pipelines, facilities and equipment when the related asset is available for use.

(3)	The divestiture of assets of the Empress group held for sale was completed on June 1, 2021.

At June 30, 2021, Inter Pipeline had $280.6 million of contractual commitments for property, plant and equipment.

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6. FINANCIAL DEBT

The following table summarizes Inter Pipeline’s financial debt as at June 30, 2021 and December 31, 2020:


	June 30			December 31

	2021			2020
Corridor syndicated credit facility⁽¹⁾	$	1,291.8		$	1,309.5

Inter Pipeline syndicated credit facilities		530.0			44.0

Inter Pipeline term credit facility		500.0			500.0

Medium-term notes		3,200.0			3,525.0

Subordinated hybrid notes		1,450.0			1,450.0
Long-term debt and short-term debt (excluding transaction costs and discounts)		6,971.8			6,828.5

Transaction costs and discounts, net of accumulated amortization		(31.8	)		(33.8	)
Financial debt		6,940.0			6,794.7

Comprised of:

Short-term debt and current portion of long-term debt		1,688.9			1,629.7

Long-term debt		5,251.1			5,165.0

Financial debt		6,940.0			6,794.7

(1)	At June 30, 2021, a letter of credit totalling $0.6 million (December 31, 2020 - $nil) has been issued under Corridor’s syndicated credit facility; however, this is not included in the amount outstanding.

On January 27, 2021, Inter Pipeline amended the $500 million term credit facility agreement to reduce the pricing margin.

On February 2, 2021, the $325 million 4.967% Series 1 medium-term notes matured and were repaid.

On February 11, 2021, Inter Pipeline amended the $1.0 billion unsecured revolving credit facility agreement to reduce the pricing margin and extend the maturity date to December 5, 2022. At June 30, 2021, no amounts were drawn against this facility (December 31, 2020 - $nil).

At June 30, 2021, letters of credit totalling $10.7 million (December 31, 2020 - $10.7 million) have been issued under Inter Pipeline’s demand facility; however, no amounts have been borrowed against the facility at June 30, 2021 (December 31, 2020 - $nil).

7. INCOME TAXES

Income tax expense varies from amounts computed by applying the Canadian federal and provincial statutory income tax rates to income before income taxes as shown in the following table:


	Three Months Ended June 30						Six Months Ended June 30
	2021			2020			2021			2020
Income before income taxes	$	166.7		$	85.5		$	333.0		$	208.7
Tax rate		23.0	%		25.0	%		23.0	%		25.0	%
Income tax at statutory rate		38.3			21.4			76.6			52.2

Non-taxable gain on sale of the Empress divestiture group		(16.1	)		—			(16.1	)		—

Deductible intercompany interest expense		—			(2.0	)		—			(4.2	)

Impact of change in deferred tax rates		—			3.2			—			8.7

Other		(1.0	)		0.4			(0.8	)		0.4
Total income tax expense	$	21.2		$	23.0		$	59.7		$	57.1

Inter Pipeline - 12

8. SHAREHOLDERS’ EQUITY

a) Share Capital

Inter Pipeline had 429.2 million common shares outstanding with a book value of one Canadian dollar at June 30, 2021 and December 31, 2020.

b) Calculation of Net Income per Common Share


	Three Months Ended June 30					Six Months Ended June 30

(millions, except per share amounts)	2021		2020			2021		2020
Net income – basic and diluted	$	145.5	$	62.5		$	273.3	$	151.6
Weighted average shares outstanding – basic		429.2		428.6			429.2		425.8

Effect of Premium Dividend^™ and Dividend
Reinvestment Plan		—		0.6			—		1.0
Weighted average shares outstanding – diluted		429.2		429.2			429.2		426.8
Net income per common share – basic and diluted	$	0.34	$	0.15		$	0.64	$	0.36

c) Dividends to Shareholders

	Three Months Ended June 30					Six Months Ended June 30

(millions, except per share amounts)	2021		2020			2021		2020
Dividends declared on common shares	$	51.5	$	51.5		$	103.0	$	232.6

Dividends settled with the issuance of shares under the Premium Dividend^™ and Dividend
Reinvestment Plan		—		(33.3	)		—		(125.7	)
Cash dividends paid on common shares	$	51.5	$	18.2		$	103.0	$	106.9
Dividends declared per share	$	0.1200	$	0.1200		$	0.2400	$	0.5475

As at June 30, 2021, dividends of $17.2 million were payable on 429.2 million outstanding common shares at $0.04 per share (December 31, 2020 - $17.2 million payable on 429.2 million outstanding common shares at $0.04 per share).

On July 9, 2021, Inter Pipeline declared dividends of $0.04 per share. The dividends will be paid on or about August 16, 2021, to shareholders of record on July 22, 2021. The total declared dividends are approximately $17.2 million.

9. CAPITAL DISCLOSURES

Capital under management includes financial debt and shareholders’ equity.

At June 30, 2021, Inter Pipeline had access to committed credit facilities totalling $4,550.0 million, of which $2,227.6 million remained unutilized. Inter Pipeline also had access to demand facilities of $125.7 million, of which $115.0 million remained unutilized. Certain facilities are available to specific subsidiaries of Inter Pipeline.

Inter Pipeline was compliant with all financial covenants throughout each of the periods presented.

^TMDenotes trademark of Canaccord Genuity Corp.

Inter Pipeline - 13

10. FINANCIAL INSTRUMENTS

a) Classification of Financial Assets and Financial Liabilities

The carrying value of Inter Pipeline’s financial assets and liabilities recorded at June 30, 2021, are classified as follows:


	Amortized Cost		Fair Value Through Profit or Loss		Non-Financial Asset or Liability⁽¹⁾		Carrying Value of Asset or Liability

Assets⁽²⁾

Cash and cash equivalents	$	28.7	$	—	$	—	$	28.7

Accounts receivable		325.5		—		11.5		337.0

Derivatives⁽³⁾		—		2.8		—		2.8

Prepaid expenses and other assets		1.0		—		77.6		78.6

Liabilities

Dividends payable	$	17.2	$	—	$	—	$	17.2

Accounts payable and other liabilities		517.0		—		95.3		612.3

Derivatives⁽³⁾		—		33.2		—		33.2

Long-term deferred revenue and other liabilities		14.3		—		25.9		40.2

Long-term debt and short-term debt (note 6)⁽⁴⁾		6,971.8		—		—		6,971.8

(1)	Not all components of assets and liabilities meet the definition of a financial asset or liability.

(2)	Inter Pipeline does not have any assets that meet the definition of “fair value through other comprehensive income”.

(3)	Inter Pipeline measures its derivatives at fair value through profit or loss and does not apply hedge accounting.

(4)	Carrying values exclude transaction costs, discounts and accumulated amortization.

b) Fair Value of Fixed Rate Debt

At June 30, 2021, the carrying values of fixed rate debt compared to fair values are as follows:


	Carrying Value⁽¹⁾		Fair Value

Medium-term notes	$	3,200.0	$	3,375.5

Subordinated hybrid notes	$	1,450.0	$	1,599.0

(1)	Carrying value excludes transaction costs, discounts and accumulated amortization.

Inter Pipeline - 14

c) Fair Value of Derivatives

Derivative financial assets and liabilities are offset if Inter Pipeline has the current legal right to offset and intends to settle on a net basis or settle the asset and liability simultaneously. The following table summarizes the fair value of derivatives as at June 30, 2021:


	Derivative Asset			Derivative Liability

NGL⁽¹⁾		—			45.8

Natural gas		17.5			2.1

Gross amount		17.5			47.9

Amount offset		(14.7	)		(14.7	)

Net amount		2.8			33.2

(1)	NGL includes crude oil, propane, isobutane, and polymer grade propylene.

Realized gains / losses represent actual settlements under derivative contracts during the period. The realized gains / losses on derivatives recognized in net income were:


	Three Months Ended June 30					Six Months Ended June 30

		2021			2020		2021			2020

Crude oil	$	(0.6	)	$	2.9	$	(0.2	)	$	2.9

NGL⁽¹⁾		11.5			—		27.6			—

Natural gas		(2.6	)		—		(2.6	)		—

Net realized loss on derivatives	$	8.3		$	2.9	$	24.8		$	2.9

(1)	NGL includes crude oil, propane, isobutane, and polymer grade propylene.

The unrealized changes in fair value related to derivatives recognized in net income were:


	Three Months Ended June 30					Six Months Ended June 30

		2021			2020		2021			2020

Crude oil	$	1.1		$	—	$	—		$	—

NGL⁽¹⁾		39.7			—		45.1			—

Natural gas		(15.0	)		—		(15.4	)		—

Net unrealized loss on derivatives	$	25.8		$	—	$	29.7		$	—

(1)	NGL includes crude oil, propane, isobutane, and polymer grade propylene.

At June 30, 2021, Inter Pipeline had the following derivative contracts outstanding:


	Notional Volume⁽¹⁾		Remaining Term⁽²⁾		Weighted Average Price⁽³⁾

Crude oil⁽⁴⁾		154,000		December 2021	$	73.28

Propane		1,778,000		December 2021	$	39.98

Isobutane		140,000		December 2021	$	44.06

Polymer grade propylene		278,000		December 2021	$	107.30

Natural gas⁽⁵⁾		14,273,000		December 2021	$	2.53

(1)	Notional volume for all commodities are in barrels except for natural gas which is in gigajoules.

(2)	Contracts mature between July and December 2021.

(3)	Derivatives denominated in foreign currency have been translated to Canadian Dollars at the June 30, 2021 closing rate.

(4)	Inter Pipeline utilizes crude oil derivatives to mitigate risks arising from both its crude oil and NGL risk management strategies.

(5)	Inter Pipeline is the seller for all commodities except for natural gas where it is the purchaser.

Inter Pipeline - 15

11. RISK MANAGEMENT

Inter Pipeline is exposed to a number of inherent financial risks arising in the normal course of operations which include market risk related to interest rates, commodity prices and foreign currency exchange rates, credit risk and liquidity risk.

a) Market Risk

Based on the variable rate debt obligations outstanding at June 30, 2021, a 1% change in interest rates at this date would have changed interest expense for the three and six months ended June 30, 2021, by approximately $5.8 million and $11.5 million, respectively, assuming all other variables remain constant. Of this amount, $3.2 million and $6.4 million for the three and six months ended June 30, 2021, relates to the Corridor syndicated credit facility (note 6) and is recoverable through the terms of the Corridor Firm Service Agreement; therefore, the after-tax income impact for the three and six months ended June 30, 2021, would be $2.0 million and $3.9 million, respectively. When deemed appropriate, Inter Pipeline may enter into interest rate or cross-currency swap agreements to manage its interest rate price risk exposure. As at June 30, 2021, there were no interest rate or cross-currency swap agreements outstanding.

Inter Pipeline is exposed to commodity price risk arising from purchases and sales of crude oil, natural gas, NGL, power, carbon credits, and petrochemicals. Inter Pipeline manages its commodity risk exposures by utilizing commodity swaps. The following table illustrates how a 10% change in commodity prices in isolation could individually impact the valuation of Inter Pipeline’s derivatives, and consequently income before income taxes, assuming all other variables remain constant:


				Increase (decrease) in income before income taxes based on
	Fair value of derivatives			10% increase in price			10% decrease in price

NGL		(45.8	)		(16.5	)		16.5

Natural gas		15.4			5.1			(5.1	)


Commodity risk management	$	(30.4	)

As at June 30, 2021, there were no foreign exchange derivatives outstanding.

b) Credit Risk

Credit risk exposure relates primarily to the non-performance of Inter Pipeline’s customers and financial counterparties. Inter Pipeline believes that the credit risk arising from cash and cash equivalents and derivatives is minimal as these financial assets are predominantly held with major financial institutions. At June 30, 2021, Inter Pipeline considers that the risk of non-performance of its customers is minimal based on Inter Pipeline’s credit approval, ongoing monitoring procedures and historical experience.

Inter Pipeline assesses lifetime expected credit losses for accounts receivable using historical default rates, aged accounts receivable analysis, and forward looking information to determine the appropriate expected credit losses. At June 30, 2021, lifetime expected credit losses for accounts receivable outstanding were insignificant.

Inter Pipeline - 16

c) Liquidity Risk

The table below summarizes the contractual maturity profile of Inter Pipeline’s financial liabilities at June 30, 2021, on an undiscounted basis:


	Total		Less Than One Year		One to Five Years		After Five Years

Dividends payable	$	17.2	$	17.2	$	—	$	—

Accounts payable and other liabilities		612.3		612.3		—		—

Derivatives		33.2		33.2		—		—

Lease liabilities		210.2		20.5		75.5		114.2

Long-term deferred revenue and other liabilities		40.2		—		29.2		11.0

Long-term debt and short-term debt		6,971.8		1,691.8		2,180.0		3,100.0

Total	$	7,884.9	$	2,375.0	$	2,284.7	$	3,225.2

12. COMMITMENTS AND CONTINGENCIES

a) Purchase Obligations

Inter Pipeline had operating purchase commitments totalling approximately $3,117.3 million at June 30, 2021. Refer to note 5 for committed property, plant and equipment expenditures.

b) Alberta Petrochemicals Incentive Program

On April 5, 2021, Inter Pipeline announced it will receive $408 million from the Government of Alberta under the Alberta Petrochemicals Incentive Program (APIP). The grant was awarded in support of Inter Pipeline’s HPC, which will be operational in early 2022. The APIP cash grant will be paid to Inter Pipeline in three equal instalments over three years once HPC is operational. Inter Pipeline was previously approved to receive $200 million of royalty credits for the propane dehydrogenation plant under the Petrochemicals Diversification Program, but has resigned these credits in favour of the more significant APIP grant.

The APIP grant will be accounted for as a government grant related to income, and will not be recognized on the balance sheet until Inter Pipeline has reasonable assurance that the conditions attached to the grant will be fulfilled.

13. PEMBINA ARRANGEMENT

On May 31, 2021, Inter Pipeline entered into an agreement (the “Arrangement Agreement”) to pursue a business combination with Pembina Pipeline Corporation (“Pembina”), whereby Pembina agreed to acquire all the issued and outstanding Inter Pipeline common shares. The Arrangement Agreement provided for the payment by Inter Pipeline of a $350 million termination fee if the Arrangement Agreement was terminated in certain specified circumstances. Inter Pipeline did not record a provision for the termination fee as at June 30, 2021 as the specified circumstances requiring payment of the termination fee had not yet occurred and related to uncertain future events not wholly within the control of Inter Pipeline.

On July 26, 2021, Inter Pipeline announced that it had advised Pembina that Inter Pipeline’s Board of Directors would not be reconfirming its recommendation that shareholders vote in favour of the Arrangement Agreement. As a result, Pembina terminated the Arrangement Agreement and Inter Pipeline paid Pembina the termination fee of $350 million on July 27, 2021.

Inter Pipeline - 17

Exhibit 99.2

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Brookfield Infrastructure Partners L.P. (“BIP” or the “partnership”), alongside institutional partners (the “IPL consortium”), announced its intention to acquire (the “Offer”) the remaining outstanding shares of Inter Pipeline Ltd. (“IPL”) not already owned by the IPL consortium (the “acquisition”), through Bison Acquisition Corp. Each IPL shareholder (“Shareholder”) will have the ability to elect to receive, per IPL share, C$20.00 in cash, 0.25 of a class A exchangeable subordinate voting share (“BIPC Share”) of Brookfield Infrastructure Corporation (“BIPC”) or 0.25 of a Class B exchangeable limited partnership unit (“Exchangeable LP Unit”) of Brookfield Infrastructure Corporation Exchange Limited Partnership. The acquisition will be fully financed, with a maximum aggregate number of BIPC Shares and Exchangeable LP Units issued of approximately 31 million. Up to an additional 5 million Exchangeable LP Units are issuable in connection with the supplementary election. Subsequent to the acquisition, we expect that BIP will hold an approximate 51% interest in IPL (IPL consortium total of 100%).

The following unaudited pro forma consolidated financial statements are presented to illustrate the estimated effects of the acquisition. These unaudited pro forma consolidated financial statements have been prepared by applying pro forma adjustments to the historical consolidated financial statements of the partnership incorporated by reference in the prospectus/offer to exchange, which was filed with the U.S. Securities and Exchange Commission and forms a part of a Registration Statement on Form F-4 (File No. 333-253365-01) as amended. The unaudited pro forma consolidated statement of financial position gives effect to the Offer as if it had occurred on June 30, 2021. The unaudited pro forma consolidated statement of operating results for the six months ended June 30, 2021 and the year ended December 31, 2020 give effect to the Offer as if it had occurred on January 1, 2020. All pro forma adjustments and their underlying assumptions are described in the notes to the unaudited pro forma consolidated financial statements.

These unaudited pro forma consolidated financial statements have been prepared using the partnership’s and IPL’s respective financial statements as described below. In preparing these pro forma consolidated financial statements, management of the partnership has made certain assumptions that affect the amounts reported in the unaudited pro forma consolidated financial statements. These unaudited pro forma consolidated financial statements are not intended to be indicative of the results that would have actually occurred, had the events reflected therein occurred on the dates indicated, and do not purport to project the future financial position of the partnership. Actual amounts recorded upon consummation of the transactions contemplated by the Offer will differ from these unaudited pro forma consolidated financial statements. Readers are cautioned to not place undue reliance on these unaudited pro forma consolidated financial statements.

All amounts are in millions of U.S. dollars, except where noted.

Unaudited Pro forma Statement of Operating Results


US$ MILLIONS, except where otherwise indicated	BIP			IPL (CAD$ millions)			IPL⁽¹⁾			Transaction Adjustments
For the six-month period ended June 30, 2021	BIP			IPL (CAD$ millions)			IPL⁽¹⁾			Reclassification			Notes	Pro Forma Adjustments			Pro Forma Consolidated
											Note 1
Revenues	$	5,346		$	1,400		$	1,123		$	—			$	—		$	6,469
Direct operating costs		(2,779	)		—			—			(592	)			—			(3,371	)
General and administrative expenses		(191	)		(123	)		(99	)		—				—			(290	)
Depreciation and amortization expense		(961	)		(147	)		(118	)		—		3a		(73	)		(1,152	)
Cost of sales		—			(739	)		(592	)		592				—			—
Loss on derivatives		—			(55	)		(44	)		44				—			—

		1,415			336			270			44				(73	)		1,656
Interest expense		(717	)		—			—			(59	)	3b		(29	)		(805	)
Financing charges		—			(73	)		(59	)		59				—			—
Share of earnings from investments in associates and joint ventures		77			—			—			—				—			77
Mark-to-market on hedging items		20			—			—			(44	)			—			(24	)
Gain on sale of assets		—			70			56			(56	)			—			—
Other income		1,344			—			—			56				—			1,400

Income (loss) before income tax		2,139			333			267			—				(102	)		2,304

Income tax (expense) recovery
Current		(168	)		(6	)		(5	)		—				—			(173	)
Deferred		(252	)		(54	)		(43	)		—		3c		24			(271	)

Net income	$	1,719		$	273		$	219		$	—			$	(78	)	$	1,860

Attributable to:
Limited partners	$	281		$	—		$	—		$	67		3	$	(25	)	$	323
General partner		101			—			—			—		3		—			101
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield		116			—			—			28		3		(10	)		134
Class A shares of Brookfield Infrastructure Corporation		43			—			—			17		3		(6	)		54
Brookfield Infrastructure Partners Exchange LP Units		1			—			—			—		3		—			1
Interest of others in operating subsidiaries		1,177			—			—			107		3		(37	)		1,247
Preferred unitholders		—			—			—			—				—			—
Basic and diluted earnings (loss) per unit attributable to:
Limited partners	$	0.88		$	—		$	—		$	0.23			$	(0.09	)	$	1.02

(1)

Amounts in CAD were translated to USD using average exchange rate for the six-month period ending June 30, 2021 of CAD$1 = US$0.8022

Unaudited Pro forma Statement of

Operating Results


US$ MILLIONS, except where otherwise indicated										Transaction Adjustments
For the year ended December 31, 2020	BIP			IPL (C$ millions)			IPL⁽¹⁾			Reclassification			Notes		Pro Forma Adjustments			Pro Forma Consolidated
										Note 1
Revenues	$	8,885		$	2,401		$	1,792		$	—				$	—		$	10,677
Direct operating costs		(4,843	)		(568	)		(424	)		(505	)				—			(5,772	)
General and administrative expenses		(312	)		(187	)		(140	)		—					—			(452	)
Depreciation and amortization expense		(1,705	)		(360	)		(269	)		—			3a		(140	)		(2,114	)
Cost of sales		—			(677	)		(505	)		505					—			—

		2,025			609			454			—					(140	)		2,339
Interest expense		(1,179	)		—			—			(143	)		3b		(61	)		(1,383	)
Financing charges		—			(190	)		(143	)		143					—			—
Share of earnings from investments in associates and joint ventures		131			—			—			—					—			131
Mark-to-market on hedging items		(16	)		—			—			—					—			(16	)
Gain on sale of assets		—			54			40			(40	)				—			—
Other income		234			—			—			40					—			274

Income (loss) before income tax		1,195			473			351			—					(201	)		1,345
Income tax (expense) recovery
Current		(237	)		(7	)		(5	)		—					—			(242	)
Deferred		(54	)		(107	)		(80	)		—			3c		47			(87	)

Net income (loss)	$	904		$	359		$	266		$	—				$	(154	)	$	1,016

Attributable to:
Limited partners	$	141		$	—		$	—		$	82			3	$	(50	)	$	173
General partner		183			—			—			—			3		—			183
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield		55			—			—			35			3		(21	)		69
Class A shares of Brookfield Infrastructure Corporation		14			—			—			18			3		(11	)		21
Brookfield Infrastructure Partners Exchange LP Units		1			—			—			—			3		—			1
Interest of others in operating subsidiaries		510			—			—			131			3		(72	)		569
Preferred unitholders		—			—			—			—					—			—
Basic and diluted earnings (loss) per unit attributable to:
Limited partners	$	0.35		$	—		$	—		$	0.28				$	(0.16	)	$	0.47

(1)

Amounts in CAD were translated to USD using average exchange rate for the year ending December 31, 2020 of C$1 = US$0.7465

Unaudited Pro Forma Statement of

Financial Position


US$ MILLIONS, except where otherwise indicated							Transaction Adjustments
As at June 30, 2021	BIP		IPL (CAD$ millions)		IPL ⁽¹⁾		Reclassification			Notes	Pro Forma Adjustments			Pro Forma Consolidated
							Note 1
Assets
Cash and cash equivalents	$	1,275	$	29	$	23	$	—			$	—		$	1,298
Financial assets		1,121		—		—		2		2		(291	)		832
Accounts receivable and other		2,041		336		271		64				—			2,376
Derivatives		—		3		2		(2	)			—			—
Prepaid expenses and other		—		79		64		(64	)			—			—
Assets classified as held for sale		1,156		—		—		—				—			1,156
Inventory		285		27		22		—				—			307

Current assets		5,878		474		382		—				(291	)		5,969
Property, plant and equipment		28,005		12,381		9,987		98		2b		4,358			42,448
Intangible assets		12,406		—		—		205				—			12,611
Intangible assets and goodwill		—		500		403		(403	)			—			—
Right-of-use assets		—		122		98		(98	)			—			—
Investments in associates and joint ventures		5,127		—		—		—				—			5,127
Investment properties		563		—		—		—				—			563
Goodwill		6,811		—		—		198		2b		942			7,951
Financial assets (non-current)		485		—		—		—				—			485
Other assets		867		—		—		—				—			867
Deferred income tax asset		136		—		—		—				—			136

Total assets	$	60,278	$	13,477	$	10,870	$	—			$	5,009		$	76,157

Liabilities and Equity
Liabilities
Accounts payable and other ⁽²⁾		2,864		685		553		(27	)	2c		414			3,804
Corporate borrowings		496		—		—		—				—			496
Non-recourse borrowings		1,332		—		—		1,362				—			2,694
Financial liabilities		1,462		—		—		27				—			1,489
Short-term-debt and current portion of long-term debt		—		1,689		1,362		(1,362	)			—			—
Liabilities directly associated with assets classified as held for sale		859		—		—		—				—			859

Current liabilities		7,013		2,374		1,915		—				414			9,342
Corporate borrowings		2,326		5,251		4,235		(4,235	)	2a		600			2,926
Long-term lease liabilities		—		137		111		(111	)			—			—
Non-recourse borrowings (non-current)		18,667		—		—		4,235		2a,d		1,307			24,209
Financial liabilities (non-current)		1,432		—		—		—				—			1,432
Other liabilities (non-current)		4,656		—		—		385				—			5,041
Provisions		—		300		242		(242	)			—			—
Employee benefits		—		—		—		—				—			—
Deferred income tax liability		4,713		1,025		827		—		2b		942			6,482
Long-term deferred revenue and other liabilities		—		40		32		(32	)			—			—
Preferred shares		20		—		—		—				—			20

Total liabilities		38,827		9,127		7,362		—				3,263			49,452

Partnership capital
Limited partners		4,275		—		—		—		2c		(126	)		4,149
General partner		20		—		—		—				(1	)		19
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield		1,703		—		—		—		2c		(52	)		1,651
Class A shares of Brookfield Infrastructure Corporation		643		—		—		—		2a,c		2,417			3,060
Brookfield Infrastructure Partners Exchange LP Units		11		—		—		—				—			11
Interest of others in operating subsidiaries		13,475		—		—		—		2		3,016			16,491


US$ MILLIONS, except where otherwise indicated									Transaction Adjustments
As at June 30, 2021	BIP		IPL (CAD$ millions)			IPL ⁽¹⁾			Reclassification		Notes	Pro Forma Adjustments			Pro Forma Consolidated
									Note 1
Preferred unitholders		1,324		—			—			—			—			1,324
Equity
Shareholder’s equity		—		4,383			3,535			—			(3,535	)		—
Total reserves		—		(33	)		(27	)		—			27			—

Total partnership capital		21,451		4,350			3,508			—			1,746			26,705

Total liabilities and partnership capital	$	60,278	$	13,477		$	10,870		$	—		$	5,009		$	76,157

(1)

Amounts in CAD were translated to USD using spot exchange rate as at June 30, 2021 of CAD$1 = US$0.8066

(2)

IPL balances are comprised of Accounts payable and other liabilities, Dividends payable, Derivatives, Lease liabilities, and Current income tax payable as of June 30, 2021.

Notes to the Pro Forma Consolidated Financial Statements

(Unaudited)

1. Description of the Transaction

Brookfield Infrastructure Partners L.P. (our “partnership” and, together with its subsidiaries and operating entities, “Brookfield Infrastructure”) owns and operates utilities, transport, midstream and data businesses in North and South America, Europe and the Asia Pacific region. Brookfield Infrastructure Corporation (“BIPC”) and its subsidiaries own and operate regulated utilities investments in Brazil and the U.K. BIPC is a subsidiary of our partnership.

The partnership, alongside institutional partners (the “IPL consortium”), announced its intention to acquire the remaining outstanding shares of Inter Pipeline Ltd. (“IPL”) not already owned by the IPL consortium (the “acquisition”), through Bison Acquisition Corp. Each Shareholder will have the ability to elect to receive, per IPL share, C$20.00 in cash, 0.25 of a BIPC Share, or 0.25 of an Exchangeable LP Unit. The acquisition will be fully financed, with a maximum aggregate number of BIPC Shares and Exchangeable LP Units issued of approximately 31 million. Up to an additional 5 million Exchangeable LP Units are issuable in connection with the supplementary election. Subsequent to the acquisition, we expect that BIP will hold an approximate 51% interest in IPL (IPL consortium total of 100%).

These pro forma consolidated financial statements have been prepared by the partnership for inclusion in the prospectus/offer to exchange, which was filed with the U.S. Securities and Exchange Commission and forms a part of a Registration Statement on Form F-4 (File No. 333-253365-01), as amended August 11, 2021 (the “prospectus/offer to exchange”) to reflect the impact of the acquisition. Management of IPL has not participated in the preparation of these pro forma consolidated financial statements. The pro forma consolidated financial statements have been prepared from and should be read in conjunction with:

•

the audited annual financial statements of the partnership, together with the notes thereto, as of and for the year ended December 31, 2020;

•

the unaudited interim financial statements of the partnership, together with the notes thereto, as at and for the six months ended June 30, 2021;

•

the audited annual financial statements of IPL, together with the notes thereto, as of and for the year ended December 31, 2020, included in the prospectus/offer to exchange; and

•

the unaudited interim financial statements of IPL, together with the notes thereto, as at and for the six months ended June 30, 2021, included in Exhibit 99.1 hereto.

As of the date of these pro forma consolidated financial statements, the partnership is not in a position to independently assess or verify certain of the information in IPL’s publicly filed documents, including its financial statements. IPL has not reviewed these pro forma consolidated financial statements and has not confirmed the accuracy and completeness of the information in respect of IPL contained herein. All pro forma financial information regarding IPL included herein has been derived from IPL’s public reports and securities filings. While the partnership has no reason to believe that such publicly filed information is inaccurate or incomplete, the partnership does not assume any responsibility for the accuracy or completeness of any such information.

In preparing these pro forma consolidated financial statements, management of the partnership has made certain assumptions that affect the amounts reported in these pro forma consolidated financial statements. Such pro forma consolidated financial statements are not intended to be indicative of the results that would have actually occurred, had the events reflected therein occurred on the dates indicated, and do not purport to project the future financial position of the partnership. Actual amounts recorded upon consummation of the transactions contemplated by the prospectus/offer to exchange will differ from such pro forma consolidated financial statements. Shareholders are cautioned to not place undue reliance on such pro forma consolidated financial statements. Certain reclassifications were made in respect of IPL’s financial statement presentation to conform to

the partnership’s financial statement presentation. Net income reported by IPL were reallocated to components of the partnership’s equity and basic and diluted earnings (loss) per unit attributable to limited partners were recalculated based on units outstanding during the period presented.

2. Pro Forma Adjustments to the Consolidated Statement of Financial Position

The proposed acquisition of IPL has been accounted for as a business combination, whereby the assets acquired and the liabilities assumed are recorded at the estimated fair value on the Offer date of August 11, 2021. The fair values of identifiable assets and liabilities acquired were estimated based on information available in the public domain at the time of preparation of these pro forma financial statements. Actual amounts recognized by the partnership on the effective date of the proposed transaction, if consummated, may differ materially from these estimates. In addition, for the purpose of the pro forma consolidated financial statements, it is assumed that 31 million BIPC Shares and no Exchangeable LP Units are issued in connection with the acquisition. If 5 million Exchangeable LP Units were issued in connection with the acquisition as a result of the supplementary election, there would be a decrease in the cash consideration payable by our partnership and a corresponding increase in non-controlling interest attributable to Exchangeable LP Units of approximately $400 million. Alternatively, if Shareholders elect to receive all-cash consideration, there would be an increase in cash consideration payable by BIP and a corresponding decrease in non-controlling interest attributable to BIPC Shares of approximately $2.4 billion.

The following table provides the preliminary purchase price equation:


(In US$ millions, unless otherwise noted)⁽¹⁾
Estimated number of BIPC Shares to be issued (millions of shares)		30.99
Price of BIPC Shares ($ per share)⁽²⁾	$	79.03

Total estimated share consideration		2,449
Total estimated cash consideration⁽¹⁾		1,132
Pre-existing interest in IPL⁽³⁾		291
Consideration provided by non-controlling interests⁽⁴⁾		3,732

Total estimated consideration	$	7,604

Current assets		382
Property, plant, and equipment		14,443
Intangibles and goodwill		1,345
Current liabilities		(553	)
Borrowings		(5,859	)
Deferred tax liabilities		(1,769	)
Other long-term liabilities		(385	)

Net assets acquired	$	7,604

(1)

Total consideration is calculated based upon the assumptions that there are 429.2 million outstanding IPL shares. Shareholders will have the ability to elect to receive, per IPL share, C$20.00 in cash, 0.25 of a BIPC Share, or 0.25 of an Exchangeable LP Unit. The pro forma consolidated financial statements are prepared assuming that total consideration attributed to the partnership of $3.9 billion will be comprised of $2.4 billion of BIPC Shares, cash consideration, and our pre-existing interest. For the purposes of the pro forma financial statements, it is assumed that 31 million BIPC Shares and no Exchangeable LP Units are issued in association with the acquisition. Total consortium consideration of $7.6 billion will be comprised of consideration from the partnership as noted above, IPL consortium’s pre-existing interest, and cash consideration from institutional partners (presented as non-controlling interests) that will be paid to the Shareholders.

(2)	For the purposes of the pro forma consolidated financial statements, a BIPC Share price of $79.03 has been ascribed based on the closing price of the BIPC Shares on July 14, 2021 of C$95.41 converted to U.S. dollars using May 31, 2021 spot exchange rate of C$1 = US$0.8284.

(3)

As at June 30, 2021, the IPL consortium held an aggregate economic interest in approximately 84 million shares of IPL, representing approximately 19% of the issued and outstanding shares of IPL on an undiluted basis (BIP’s share—~6% interest). This position is comprised of shares of IPL and cash-settled total return swaps. BIP’s share of the interest was accounted for as a financial asset and had a fair market value of $291 million as at June 30, 2021, net of associated non-recourse borrowings.

(4)	Represents the consideration paid for the interest acquired by the IPL consortium excluding the partnership, measured at fair value. This amount includes the pre-existing interest held by the IPL consortium other than interest held by the partnership.

Borrowings, non-controlling interests attributable to BIPC Shares, and partnership capital attributable to holders of LP, RPU, GP and Brookfield Infrastructure Partners Exchange LP Units and BIPC Shares were adjusted to reflect the post transaction allocation of the purchase price consideration and share consideration.

Assets acquired and liabilities assumed were remeasured to fair value. Differences between the fair value of consideration paid and the carrying values of assets acquired and liabilities assumed have been reflected as adjustments to the respective balances where public fair value information is available (refer to note d below). The remaining difference was allocated to property, plant and equipment as the majority of the value of the business is derived from property, plant and equipment. The increase to deferred tax liabilities represents the tax impact of the difference between the fair value and the carrying value of net assets. The increase in deferred tax liabilities was calculated based on a tax rate of 23%, which represents the statutory tax rate of IPL as disclosed in Note 7 of IPL’s financial statements for the six-month period ended June 30, 2021. The recognition of deferred tax liabilities resulted in a corresponding increase in goodwill for the same amount. Readers are cautioned that changes to the assumptions used could have a material impact on the fair values.

Accounts payable and other include (i) $135 million of estimated transaction costs and (ii) the break fee payable by IPL to Pembina Pipeline Corporation of C$350 million (or approximately $280 million), both of which are non-recurring.

Non-recourse borrowings was adjusted to account for the difference between the fair value and the carrying value of IPL’s fixed rate debt as disclosed in Note 10 of IPL’s Q2 2021 interim financial statements. In estimating the impact on interest expense, an average interest rate of ~4% was applied, estimated using IPL’s interest expense for the year ended December 31, 2020 divided by average debt.

3. Pro Forma Adjustments to the Consolidated Statements of Operating Results

The Pro Forma Consolidated Statements of Operating Results for the six months ended June 30, 2021 and for the year ended December 31, 2020 have been adjusted to give effect to the consummation of the transactions contemplated by the prospectus/offer to exchange as if the acquisition of all of the issued and outstanding common shares and associated rights of IPL had occurred on January 1, 2020.

Depreciation and amortization expense has been adjusted to reflect the incremental pro forma fair value of property, plant and equipment.

Interest expenses have been adjusted to reflect incremental borrowings at the partnership level to fund the cash component of the transaction.

Deferred income taxes have been adjusted at a tax rate of 23%, to approximate the tax impacts of the adjustments noted above. The rate is based on the statutory tax rate of IPL as disclosed in Note 7 of IPL’s financial statements for the six-month period ended June 30, 2021 and therefore would be applicable to the incremental pro forma adjustment related to depreciation and interest expense.

4. Master Services Agreement with Brookfield

Brookfield and its subsidiaries provide management services to the partnership pursuant to our Master Services Agreement. Pursuant to our Master Services Agreement, on a quarterly basis, the partnership pays a base management fee to the Service Provider equal to 0.3125% (1.25% annually) of the market value of our partnership. For purposes of calculating the base management fee, the market value of our partnership is equal to the aggregate value of all the outstanding units, preferred units and securities of the other service recipients, which includes BIPC, plus all outstanding third party debt with recourse to a service recipient, less all cash held by such entities. Based on $2.4 billion of BIPC Shares assumed to be issued in connection with the acquisition, the base management fee is expected to increase by $30 million annually.

Exhibit 99.3

Consolidated Capitalization of Brookfield Infrastructure Partners L.P. as at June 30, 2021

The following table sets forth the consolidated capitalization of Brookfield Infrastructure Partners L.P. (“BIP”) based on its unaudited consolidated financial statements as at June 30, 2021 (a) on an actual basis, and (b) as adjusted to take into account the acquisition by Bison Acquisition Corp. (the “Offeror”) of all outstanding common shares (the “Common Shares”) of Inter Pipeline Ltd. (“IPL”) under the offer to purchase (the “Offer”) Common Shares made to the shareholders of IPL (“Shareholders”). The financial information set out below should be read in conjunction with BIP’s unaudited consolidated financial statements as at and for the three and six months ended June 30, 2021, and BIP’s audited consolidated financial statements as at and for the year ended December 31, 2020 as well as the unaudited pro forma statement of financial position of BIP as at June 30, 2021 and the unaudited pro forma statement of operating results of BIP for the six months ended June 30, 2021 and for the year ended December 31, 2020, giving effect to the proposed acquisition of all outstanding Common Shares under the Offer, in the manner set forth therein, set forth in Exhibit 99.2. Other than as set forth below, there have been no material changes to BIP’s share and loan capital since June 30, 2021.


	June 30, 2021
	Actual		Adjusted^(1),(2)
	(in US$ millions)
Cash and cash equivalents		1,275		1,298

Corporate borrowings		2,822		3,422
Non-recourse borrowings		19,999		26,903

Liabilities		22,821		30,325

Partnership Capital
Limited partners		4,275		4,149
General partner		20		19
Non-controlling interest attributable to:
RPUs held by Brookfield		1,703		1,651
BIPC Shares		643		3,060
Brookfield Infrastructure Partners Exchange LP Units		11		11
Interest of others in operating subsidiaries		13,475		16,491
Preferred unitholders		1,324		1,324

Total partnership capital		21,451		26,705

Capitalization		44,272		57,030

(1)

Please refer to Exhibit 99.2 for a summary of the pro forma adjustments. The “as adjusted” column does not reflect indebtedness incurred or repaid by BIP since June 30, 2021 other than as contemplated in connection with the Offer. In addition, for the purpose of the pro forma amounts, it is assumed that 31 million class A exchangeable subordinate voting shares of BIPC (the “BIPC Shares”) and no class B exchangeable limited partnership unit of Brookfield Infrastructure Corporation Exchange Limited Partnership (“Exchangeable LP Unit”) are issued in connection with the acquisition. If 5 million Exchangeable LP Units were issued in connection with the acquisition as a result of the Supplementary Election (as defined in BIP’s registration statement on Form F-4 (File No. 333-253365-01), as amended), there would be a decrease in the cash consideration payable by BIP and a

corresponding increase in non-controlling interest attributable to Exchangeable LP Units of approximately $400 million. Alternatively, if Shareholders elect to receive all-cash consideration, there would be an increase in cash consideration payable by BIP and a corresponding decrease in non-controlling interest attributable to BIPC Shares of approximately $2.4 billion.

(2)

Brookfield anticipates that Brookfield Infrastructure will indirectly have a 51% interest in the Common Shares taken up under the Offer.