Brookfield Business
Partners L.P.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐
☒
☐
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
For the fiscal year ended December 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 001-37775
Brookfield Business Partners L.P.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Bermuda
(Jurisdiction of incorporation or organization)
73 Front Street Hamilton, HM 12 Bermuda
(Address of principal executive offices)
Jane Sheere
73 Front Street
Hamilton, HM 12
Bermuda
Tel: +441-294-3309
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Limited Partnership Units
Limited Partnership Units
Trading Symbols
Name of each exchange on which registered
BBU
BBU.UN
New York Stock Exchange
Toronto Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
77,085,493 Limited Partnership Units as of December 31, 2021.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See
definitions of “accelerated filer”, “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý
Accelerated filer o
Non-accelerated filer o
Emerging growth company o
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
o U.S. GAAP
ý International Financial Reporting Standards as issued by the
International Accounting Standards Board
o Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected
to follow. Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Table of Contents
INTRODUCTION AND USE OF CERTAIN TERMS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
ITEM 1.
ITEM 2.
ITEM 3.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
OFFER STATISTICS AND EXPECTED TIMETABLE
KEY INFORMATION
RESERVED
3.A.
3.B.
3.C.
3.D.
CAPITALIZATION AND INDEBTEDNESS
REASONS FOR THE OFFER AND USE OF PROCEEDS
RISK FACTORS
ITEM 4.
INFORMATION ON OUR COMPANY
4.A.
4.B.
HISTORY AND DEVELOPMENT OF OUR COMPANY
BUSINESS OVERVIEW
ITEM 4A.
ITEM 5.
4.C.
4.D.
ORGANIZATIONAL STRUCTURE
PROPERTY, PLANTS AND EQUIPMENT
UNRESOLVED STAFF COMMENTS
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
5.A.
OPERATING RESULTS
5.B.
5.C.
5.D.
5.E.
LIQUIDITY AND CAPITAL RESOURCES
RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
TREND INFORMATION
CRITICAL ACCOUNTING ESTIMATES
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A.
DIRECTORS AND SENIOR MANAGEMENT
6.B.
6.C.
6.D.
6.E.
COMPENSATION
BOARD PRACTICES
EMPLOYEES
SHARE OWNERSHIP
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A.
MAJOR SHAREHOLDERS
7.B.
7.C.
RELATED PARTY TRANSACTIONS
INTERESTS OF EXPERTS AND COUNSEL
ITEM 8.
FINANCIAL INFORMATION
8.A.
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL
INFORMATION
SIGNIFICANT CHANGES
8.B.
ITEM 9.
THE OFFER AND LISTING
9.A.
OFFER AND LISTING DETAILS
9.B.
9.C.
9.D.
9.E.
9.F.
PLAN OF DISTRIBUTION
MARKETS
SELLING SHAREHOLDERS
DILUTION
EXPENSES OF THE ISSUE
Page
1
6
8
8
8
8
8
8
8
8
51
51
54
64
67
67
68
68
95
104
105
105
106
106
108
108
113
113
115
115
115
144
144
144
144
144
144
144
144
144
144
144
Brookfield Business Partners
i
ITEM 10.
ADDITIONAL INFORMATION
10.A.
SHARE CAPITAL
10.B. MEMORANDUM AND ARTICLES OF ASSOCIATION
10.C. MATERIAL CONTRACTS
10.D.
10.E.
10.F.
10.G.
10.H.
10.I.
EXCHANGE CONTROLS
TAXATION
DIVIDENDS AND PAYING AGENTS
STATEMENT BY EXPERTS
DOCUMENTS ON DISPLAY
SUBSIDIARY INFORMATION
ITEM 11.
ITEM 12.
PART II
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16.
ITEM 16A.
ITEM 16B.
ITEM 16C.
ITEM 16D.
ITEM 16E.
ITEM 16F.
ITEM 16G.
ITEM 16H.
ITEM 16I.
PART III
ITEM 17.
ITEM 18.
ITEM 19.
SIGNATURES
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
CONTROLS AND PROCEDURES
RESERVED
AUDIT COMMITTEE FINANCIAL EXPERT
CODE OF ETHICS
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
CORPORATE GOVERNANCE
MINING SAFETY DISCLOSURE
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
EXHIBITS
INDEX TO FINANCIAL STATEMENTS
144
144
144
163
164
164
184
184
184
184
184
184
185
185
185
185
186
186
186
186
186
187
187
187
187
187
188
188
188
188
191
F-1
ii
Brookfield Business Partners
INTRODUCTION AND USE OF CERTAIN TERMS
We have prepared this Form 20-F using a number of conventions, which you should consider when reading the
information contained herein. Unless otherwise indicated or the context otherwise requires, in this Form 20-F all financial
information is presented in accordance with International Financial Reporting Standards, or IFRS, as issued by the International
Accounting Standards Board, or IASB, other than certain non-IFRS financial measures which are defined under “Use of Non-
IFRS Measures”.
In this Form 20-F, unless the context suggests otherwise, references to “we”, “us” and “our partnership” are to our
company, the Holding LP, the Holding Entities and the operating businesses, but excluding BBUC (each as defined below).
References to “our group” mean, collectively, our partnership and Brookfield Business Corporation. Unless the context suggests
otherwise, in this Form 20-F references to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
“Adjusted EBITDA” means a non-IFRS measure of operating performance calculated as net income and equity
accounted income at the partnership’s economic ownership interest in consolidated subsidiaries and equity accounted
investments, respectively, excluding the impact of interest income (expense), net, income taxes, depreciation and
amortization, transaction costs, restructuring charges, unrealized revaluation gains or losses, impairment expense, and
other income (expense), net. The partnership’s economic ownership interests in consolidated subsidiaries excludes
amounts attributable to non-controlling interests consistent with how the partnership determines net income attributable
to non-controlling interests in its IFRS consolidated statements of operating results;
“Adjusted EFO” means adjusted earnings from operations, which is calculated as net income and equity accounted
income at the partnership’s economic ownership interest in consolidated subsidiaries and equity accounted investments,
respectively, excluding the impact of depreciation and amortization, deferred income taxes, transaction costs,
restructuring charges, unrealized revaluation gains or losses, impairment expense and other income or expense items.
The partnership’s economic ownership interests in consolidated subsidiaries excludes amounts attributable to non-
controlling interests consistent with how the partnership determines net income attributable to non-controlling interests
in its IFRS consolidated statements of operating results. Adjusted EFO includes realized disposition gains or losses
recorded in net income, other comprehensive income, or directly in equity, such as ownership changes;
“Aldo” means Aldo Componentes Eletrônicos LTDA;
“assets under management” mean assets managed by us or by Brookfield on behalf of our third-party investors, as well
as our own assets, and also include capital commitments that have not yet been drawn. Our calculation of assets under
management may differ from that employed by other asset managers and, as a result, this measure may not be
comparable to similar measures presented by other asset managers;
“attributable to the partnership” and “attributable to unitholders” means attributable to limited partner, general partner,
redemption-exchange unitholders, preferred shareholders and Special LP unitholders;
“Backlog” represents an estimate of revenues to be recognized in future financial periods from contracts currently
secured. Backlog is not indicative of future revenues, as we cannot guarantee that the revenues projected in our backlog
will be realized or that it will exceed cost and generate profit. Projects may remain in our backlog for an extended period
of time. Furthermore, variations in projects may occur with respect to contracts included in our backlog that could reduce
the dollar amount of our backlog and the revenues and profits that we eventually realize;
“BBUC” means Brookfield Business Corporation;
“BBUC exchangeable shares” means the class A exchangeable subordinate voting shares of BBUC;
“BBUC preferred shares” means the class A senior preferred shares and the class B junior preferred shares of BBUC;
“BBU General Partner” means Brookfield Business Partners Limited, a wholly-owned subsidiary of Brookfield Asset
Management Inc.;
“Bermuda Holdco” means Brookfield BBP Bermuda Holdings Limited;
“Brookfield” means Brookfield Asset Management and any subsidiary of Brookfield Asset Management, other than our
group;
“Brookfield Accounts” means Brookfield-sponsored vehicles, consortiums and/or partnerships (including private funds,
joint ventures and similar arrangements);
“Brookfield Asset Management” means Brookfield Asset Management Inc.;
Brookfield Business Partners
1
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
“Brookfield Personnel” means the partners, members, shareholders, directors, officers and employees of Brookfield;
“CanHoldco” means Brookfield BBP Canada Holdings Inc.;
“CBCA” means Canada Business Corporations Act;
“CDK Global” means CDK Global Inc.;
“CDS” means Clearing and Depository Services Inc.;
“class B shares” means the class B multiple voting shares in the capital of BBUC;
“class C shares” means the class C non-voting shares in the capital of BBUC;
“CODM” means Chief Operating Decision Maker;
“Consortium” means our company and the various institutional clients of Brookfield Asset Management Inc.;
“CRA” means the Canada Revenue Agency;
“Cupa” means CUPA Finance, S.L.;
“DexKo” means DexKo Global Inc.;
“DTC” means the Depository Trust Company;
“Everise” means Everise Holdings Pte. Ltd.;
“FATCA” means Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act
of 2010;
“FPSO” means floating production storage and offloading unit;
“FSO” means floating storage and offloading unit;
“GHG” means greenhouse gas;
“GP Units” means general partnership units in our company;
“GrafTech” means GrafTech International Ltd.;
“Healthscope” means Healthscope Limited;
“Holding Entities” means the primary holding subsidiaries of the Holding LP, from time to time, through which it
indirectly holds all of our interests in our operating businesses, including CanHoldco, US Holdco and Bermuda Holdco;
“Holding LP” means Brookfield Business L.P.;
“Holding LP Limited Partnership Agreement” means the amended and restated limited partnership agreement of the
Holding LP;
“IASB” means the International Accounting Standards Board;
“IBOR” means interbank offered rate;
“IFRIC 23” means IFRIC 23, Uncertainty over Income Tax Treatments;
“IFRS” means the International Financial Reporting Standards as issued by the IASB;
“IFRS 3” means IFRS 3, Business combinations;
“IFRS 8” means IFRS 8, Operating segments;
“IFRS 16” means IFRS 16, Leases;
“IFRS 17” means IFRS 17, Insurance contracts;
“incentive distribution” means the distribution payable to holders of Special LP Units as described under “Related Party
Transactions-Incentive Distributions”;
2
Brookfield Business Partners
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
“IndoStar” means IndoStar Capital Finance Limited;
“La Trobe” means La Trobe Financial Services Pty Limited;
“LIBOR” means the London Interbank offered rate;
“Licensing Agreement” means the licensing agreement which our company and the Holding LP have entered into;
“limited partners” means the holders of our units;
“Limited Partnership Agreements” means our Limited Partnership Agreement and Holding LP Limited Partnership
Agreement;
“Magnati” means Magnati - Sole Proprietorship L.L.C.;
“Managing General Partner Units” means the general partner interests in the Holding LP having the rights and
obligations specified in the Holding LP Limited Partnership Agreement;
“Master Services Agreement” means the master services agreement among the Service Recipients, the Service Providers,
and certain other subsidiaries of Brookfield Asset Management who are parties thereto;
“MD&A” means the management’s discussion and analysis of financial conditions and results of operations;
“MI 61-101” means Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions;
“Modulaire” means Modulaire Investments 2 S.à r.l.;
“NI 51-102” means National Instrument 51-102-Continuous Disclosure Obligations;
“NCIB” means normal course issuer bid;
“Nielsen” means Nielsen Holdings plc;
“Non-Resident Subsidiaries” means the subsidiaries of Holding LP that are corporations and that are not resident or
deemed to be resident in Canada for purposes of the Tax Act;
“Non-U.S. Holder” means a beneficial owner of one or more units, other than a U.S. Holder or an entity classified as a
partnership or other fiscally transparent entity for U.S. federal tax purposes;
“NRC” means the U.S. Nuclear Regulatory Commission;
“NYSE” means New York Stock Exchange;
“NZAM” means Net Zero Asset Managers;
“Oaktree” means Oaktree Capital Group, LLC together with its affiliates;
“Oaktree Accounts” means Oaktree-managed funds and accounts;
“OEM” means original equipment manufacturer;
“oil and gas” means crude oil and natural gas;
“operating businesses” means the businesses in which the Holding Entities hold interests and that directly or indirectly
hold our operations and assets other than entities in which the Holding Entities hold interests for investment purposes
only of less than 5% of the equity securities;
“OSFI” means Office of the Superintendent of Financial Institutions;
“our business” means our business of owning and operating business services and industrial operations, both directly and
through our Holding Entities and other intermediary entities;
“our company” means Brookfield Business Partners L.P., a Bermuda exempted limited partnership;
“our Limited Partnership Agreement” means the amended and restated limited partnership agreement of our company;
“our operations” means the business services and industrial operations we own;
Brookfield Business Partners
3
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
“PAA” means Price-Anderson Act;
“parent company” means Brookfield Asset Management;
“PRI” means Principles for Responsible Investment;
“Redemption-Exchange Mechanism” means the mechanism by which Brookfield may request redemption of its
Redemption-Exchange Units in whole or in part in exchange for cash, subject to the right of our company to acquire such
interests (in lieu of such redemption) in exchange for units of our company;
“Redemption-Exchange Units” means the non-voting limited partnership interests in the Holding LP that are redeemable
for cash, subject to the right of our company to acquire such interests (in lieu of such redemption) in exchange for units
of our company, pursuant to the Redemption-Exchange Mechanism;
“Relationship Agreement” means the relationship agreement dated June 1, 2016 by and among Brookfield, our company,
Holding LP, the Holding Entities and the Service Providers as amended in connection with the special distribution;
“RFR” means risk-free interest rate;
“Sagen” means Sagen MI Canada Inc. (formerly Genworth MI Canada Inc.);
“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;
“Scientific Games Lottery” means the global lottery services and technology business of Scientific Games Corporation;
“SEC” means the U.S. Securities and Exchange Commission;
“Service Providers” means the affiliates of Brookfield that provide services to us pursuant to our Master Services
Agreement, which are expected to be Brookfield Asset Management (Barbados) Inc., Brookfield Asset Management
Private Institutional Capital Adviser (Private Equity), L.P., Brookfield Canadian Business Advisor L.P., Brookfield BBP
Canadian GP L.P. and Brookfield Global Business Advisors Limited, which are wholly-owned subsidiaries of Brookfield
Asset Management, and unless the context otherwise requires, any other affiliate of Brookfield that is appointed by
Brookfield Global Business Advisor Limited from time to time to act as a Service Provider pursuant to our Master
Services Agreement or to whom the Service Providers have subcontracted for the provision of such services;
“Service Recipients” means our company, BBUC, the Holding LP, the Holding Entities and, at the option of the Holding
Entities, any wholly-owned subsidiary of a Holding Entity excluding any operating business;
“SOFR” means secured overnight financing rate;
“SONIA” means Sterling Overnight Index Average;
“special distribution” means the special distribution of exchangeable shares on March 15, 2022 by the partnership to
holders of units of record as of March 7, 2022, as further described in Item 4.A., “History and Development of Our
Company”;
“Special LP Units” means special limited partnership units of the Holding LP;
“spin-off” means the special dividend of our units by Brookfield Asset Management completed on June 20, 2016;
“Tax Act” means the Income Tax Act (Canada), together with the regulation thereunder;
“TCFD” means the Task Force on Climate-related Financial Disclosures;
“TSX” means the Toronto Stock Exchange;
“unitholders” means the holders of our units;
“units” or “LP Units” means the non-voting limited partnership units in our company;
“US Holdco” means Brookfield BBP US Holdings LLC; and
“U.S. Holder” means a beneficial owner of one or more of our units that is for U.S. federal tax purposes (i) an individual
citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income
tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia,
(iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust
4
Brookfield Business Partners
(a) that is subject to the primary supervision of a court within the United States and all substantial decisions of which one
or more U.S. persons have the authority to control or (b) that has a valid election in effect under applicable Treasury
Regulations to be treated as a U.S. person.
Historical Performance and Market Data
This Form 20-F contains information relating to our business as well as historical performance and market data for
Brookfield Asset Management and certain of its operating platforms. When considering this data, you should bear in mind that
historical results and market data may not be indicative of the future results that you should expect from us.
Financial Information
The financial information contained in this Form 20-F is presented in United States dollars and, unless otherwise
indicated, has been prepared in accordance with IFRS. All figures are unaudited unless otherwise indicated. In this Form 20-F, all
references to “$” are to United States dollars, references to “A$” are to Australian dollars, references to “R$” are to Brazilian
Reais, references to “£” are to British Pounds, references to “€” are to Euros, references to “C$” are to Canadian dollars, and
references to “INR” are Indian Rupees.
Use of Non-IFRS Measures
Our company evaluates its performance using net income attributable to unitholders and Adjusted EFO. Adjusted EFO is
the segment measure of profit or loss, reported in accordance with IFRS 8, that is used by the CODM to evaluate the performance
of our operating segments. In addition to these measures reported in accordance with IFRS, we also use Adjusted EBITDA
(defined below), a non-IFRS measure, to evaluate our performance. When viewed with our IFRS results, we believe Adjusted
EBITDA is useful to investors because it provides a comprehensive understanding of the ability of our businesses to generate
recurring earnings which allows users to better understand and evaluate the underlying financial performance of our operations
and excludes items we believe do not directly relate to revenue earning activities and are not normal, recurring items necessary for
business operations. Our presentation of Adjusted EBITDA also gives investors comparability of our ongoing performance across
periods.
We define Adjusted EBITDA as net income and equity accounted income at our economic ownership interest in
consolidated subsidiaries and equity accounted investments, respectively, excluding the impact of interest income (expense), net,
income taxes, depreciation and amortization, gains (losses) on acquisitions/dispositions, net, transaction costs, restructuring
charges, unrealized revaluation gains or losses, impairment expense, and other income (expense), net. Our economic ownership
interest in consolidated subsidiaries excludes amounts attributable to non-controlling interests consistent with how we determine
net income attributable to non-controlling interests in our IFRS consolidated statements of operating results. Adjusted EBITDA is
a non-IFRS measure of operating performance presented net to unitholders and due to the size and diversification of our
operations, including economic ownership interests that vary, Adjusted EBITDA is critical in assessing the overall operating
performance of our business. Adjusted EBITDA has limitations as an analytical tool as it does not include realized disposition
gains and losses, interest income (expense), net, income taxes, depreciation and amortization, transaction costs, restructuring
charges, revaluation gains or losses, impairment expense and other items. Adjusted EBITDA does not include legal and other
provisions that are one-time or non-recurring, such as those for litigation or contingencies not directly tied to our operations, that
may occur from time to time in the partnership’s operations. Adjusted EBITDA includes expected credit losses and bad debt
allowances recorded in the normal course of our operations.
Adjusted EBITDA does not have a standard meaning prescribed by IFRS and therefore may not be comparable to similar
measures presented by other companies. Because Adjusted EBITDA has these limitations, Adjusted EBITDA should not be
considered as the sole measures of our performance and should not be considered in isolation from, or as substitutes for, analysis
of our results as reported under IFRS. However, Adjusted EBITDA is a key measure that we use to evaluate the performance of
our operations.
For a reconciliation of Adjusted EBITDA to net income, see Item 5.A., “Operating Results” of this Form 20-F. We urge
you to review the IFRS financial measures in this Form 20-F, including the financial statements, the notes thereto, and the other
financial information contained herein, and not to rely on any single financial measure to evaluate our company.
Brookfield Business Partners
5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 20-F contains “forward-looking information” within the meaning of Canadian securities laws and “forward-
looking statements” within the meaning of applicable Canadian and U.S. securities laws. Forward-looking statements include
statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding the
operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets,
goals, ongoing objectives, strategies and outlook of our company, as well as the outlook for North American and international
economies for the current fiscal year and subsequent periods, and include words such as “expects”, “anticipates”, “plans”,
“believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “forecasts”, “views”, “potential”, “likely”, or negative versions
thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.
Although we believe that our anticipated future results, performance or achievements expressed or implied by the
forward-looking statements and information are based upon reasonable assumptions and expectations, investors and other readers
should not place undue reliance on forward-looking statements and information because they involve known and unknown risks,
uncertainties and other factors, many of which are beyond our control, which may cause the actual results, performance or
achievements of our company to differ materially from anticipated future results, performance or achievements expressed or
implied by such forward-looking statements and information.
Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking
statements include, but are not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
the impact or unanticipated impact of general economic, political and market factors in the countries in which we do
business; including as a result of the ongoing novel coronavirus (SARS-CoV-2) pandemic and any SARS-CoV-2
variants (collectively, “COVID-19”);
the behavior of financial markets, including fluctuations in interest and foreign exchange rates, global equity and capital
markets and the availability of equity and debt financing and refinancing within these markets;
strategic actions including dispositions;
the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected
benefits;
changes in accounting policies and methods used to report financial condition (including uncertainties associated with
critical accounting assumptions and estimates);
the effect of applying future accounting changes;
the ability to appropriately manage human capital;
business competition;
operational and reputational risks;
technological change;
changes in government regulation and legislation within the countries in which we operate;
governmental investigations;
litigation;
changes in tax laws;
ability to collect amounts owed;
catastrophic events, such as earthquakes, hurricanes and pandemics/epidemics;
the possible impact of international conflicts and other developments including terrorist acts and cyber terrorism; and
other risks and factors detailed from time to time in our documents filed with the securities regulators in Canada and the
United States.
6
Brookfield Business Partners
In addition, our future results may be impacted by various government-mandated economic restrictions resulting from
the ongoing COVID-19 pandemic and the related global reduction in commerce and travel and substantial volatility in stock
markets worldwide, which may negatively impact our revenues, affect our ability to identify and complete future transactions,
impact our liquidity position and result in a decrease of cash flows and impairment losses and/or revaluations on our investments
and assets, and therefore we may be unable to achieve our expected returns. See “Risks Associated with the COVID-19
Pandemic” in the “Risk Factors” section in this Form 20-F.
Statements relating to “reserves” are deemed to be forward-looking statements as they involve the implied assessment,
based on certain estimates and assumptions, that the reserves described herein can be profitably produced in the future. We
qualify any and all of our forward-looking statements by these cautionary factors.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on
our forward-looking statements or information, investors and others should carefully consider the foregoing factors and other
uncertainties and potential events. Except as required by law, we undertake no obligation to publicly update or revise any
forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or
otherwise.
These risk factors and others are discussed in detail in this Form 20-F, under the heading “Risk Factors”. New risk
factors may arise from time to time and it is not possible to predict all of those risk factors or the extent to which any factor or
combination of factors may cause actual results, performance or achievements of the partnership to be materially different from
those contained in forward-looking statements or information. Given these risks and uncertainties, investors and other readers
should not place undue reliance on forward-looking statements or information as a prediction of actual results. Although the
forward-looking statements and information contained in this Form 20-F are based upon what we believe to be reasonable
assumptions, we cannot assure investors that actual results will be consistent with these forward-looking statements and
information, particularly in light of government mandated economic restrictions resulting from the COVID-19 pandemic in
certain jurisdictions in which we operate. These forward-looking statements and information are made as of the date of this Form
20-F.
Brookfield Business Partners
7
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
PART I
Not applicable.
ITEM 3. KEY INFORMATION
3.A. [RESERVED]
3.B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
3.D. RISK FACTORS
Your holding of units of our company involves substantial risks. The following summarizes some, but not all of the risks
provided below. You should carefully consider the following risk factors in addition to the other information set forth in this
Form 20-F. If any of the following risks were actually to occur, our business, financial condition and results of operations and the
value of your units would likely suffer.
Summary of Risk Factors
•
•
•
•
•
•
•
Risks relating to completion of new acquisitions and changes to the scale and scope of our operations.
Risks relating to identifying acquisition opportunities and acquiring distressed companies.
Risks relating to the COVID-19 pandemic.
Risks relating to Russia’s ongoing military conflict with Ukraine.
Risks related to our indebtedness and our ability to distribute equity.
Risks relating to our access to the credit and capital markets and our ability to raise capital.
Risks relating to the structure of our operations and our level of control over our operations.
Risks Relating to our Business Services Operations
•
•
•
•
•
•
•
•
•
•
•
Risks relating to insurance and competition in our residential mortgage insurance services business.
Risks relating to government policies and regulations of our residential mortgage insurance services business.
Risks relating to the healthcare services business and its dependence on revenues from private health insurance funds and
its relationships with accredited medical practitioners.
Risks relating to the healthcare services operations reliance on suppliers and skilled labor.
Risks relating to indemnification for our healthcare services operations.
Risks relating to operating costs and maintaining operations of the healthcare services operations.
Risks relating to the cyclical nature of the construction market.
Risks relating to the unpredictable award of new contracts in the construction market.
Risks relating to reduced profits or losses under contracts if costs increase above estimates.
Risks relating to performance guarantees and operating under various types of construction-related contracts.
Risks relating to macroeconomic factors and climate change affecting our construction operations.
8
Brookfield Business Partners
•
•
•
•
Risks relating to the fuel prices and the demand for fuel in our road fuel distribution business.
Risks relating to the regulations of the real estate industry in Canada and the United States.
Risks relating to regulations and laws governing our entertainment operations.
Risks relating to our construction operations, including scaffolding services.
Risks Relating to our Infrastructure Services Operations
•
•
•
•
•
•
Risks relating to the public perception of nuclear power.
Risks related to nuclear power plants, the nuclear power industry and our nuclear technology services operations,
including nuclear services regulation.
Risks relating to equipment failure on our business, reputation, financial position and results of operations.
Risks relating to the costs of compliance with regulations related to nuclear services.
Risks relating to the demand for and growth of our marine transportation and offshore oil production-related services
business.
Risks relating to the significant loss of product or environmental contamination in marine transportation and oil
production due to the extreme conditions in which our vessels operate.
Risks Relating to our Industrials Operations
•
•
•
•
•
Risks relating to decreased demand and an inability to successfully respond to competition and pricing pressures in our
automotive battery business.
Risks relating to our water, wastewater and industrial water treatment businesses in Brazil.
Risks relating to oil and gas exploration, development and production.
Risks relating to the dependence on supplies of raw materials and the volatility of commodity prices.
Risks relating to the Brazilian government’s control over the Brazilian economy and Brazilian corporations.
Risks Relating to our Relationship with Brookfield
•
•
•
•
Risks relating to our dependence on Brookfield and the Service Providers.
Risks relating to Brookfield’s ownership position of our company.
Risks relating to Brookfield’s lack of fiduciary duty to our unitholders.
Risks relating to senior executives of Brookfield exercising influence over our company.
Risks Related to Taxation
•
Risks related to United States, Canadian and Bermuda taxation, and the effects thereof on our business.
Risks Relating to our Operations
The completion of new acquisitions can have the effect of significantly increasing the scale and scope of our
operations, including operations in new geographic areas and industry sectors, and the Service Providers may have difficulty
managing these additional operations. In addition, acquisitions involve risks to our business.
A key part of our company’s strategy involves seeking acquisition opportunities. For example, a number of our current
operations have only recently been acquired. We have also recently announced the completion of additional acquisitions, such as
our acquisition of an interest in DexKo, Aldo and Modulaire. Acquisitions may increase the scale, scope and diversity of our
operating businesses. We depend on the diligence and skill of Brookfield’s and our professionals to effectively manage us and
integrate acquired businesses with our existing operations. These individuals may have difficulty managing additional acquired
businesses and may have other responsibilities within Brookfield’s asset management business. If any such acquired businesses
are not effectively integrated and managed, our existing business, financial condition and results of operations may be adversely
affected.
Brookfield Business Partners
9
Future acquisitions, including our proposed acquisitions of Cupa, Magnati, La Trobe and CDK Global will likely involve
some or all of the following risks, which could materially and adversely affect our business, financial condition or results of
operations: the difficulty of integrating the acquired operations and personnel into our current operations; potential disruption of
our current operations; diversion of resources, including Brookfield’s time and attention; the difficulty of managing the growth of
a larger organization; the risk of entering markets and regulatory regimes in which we have little experience; the risk of becoming
involved in labor, commercial or regulatory disputes or litigation related to the new enterprise; risk of environmental or other
liabilities associated with the acquired business; and the risk of a change of control resulting from an acquisition triggering rights
of third parties or government agencies under contracts with, or authorizations held by the operating business being acquired.
While it is our practice to conduct extensive due diligence investigations into businesses being acquired, it is possible that due
diligence may fail to uncover all material risks in the business being acquired, or to identify a change of control trigger in a
material contract or authorization, or that a contractual counterparty or government agency may take a different view on the
interpretation of such a provision to that taken by us, thereby resulting in a dispute.
We may acquire distressed companies and these acquisitions may subject us to increased risks, including the
incurrence of additional legal or other expenses.
As part of our acquisition strategy, we may acquire distressed companies. This could involve acquisitions of securities of
companies in event-driven special situations, such as acquisitions, tender offers, bankruptcies, recapitalizations, spin-offs,
corporate and financial restructurings, litigation or other liability impairments, turnarounds, management changes, consolidating
industries and other catalyst-oriented situations. Acquisitions of this type involve substantial financial and business risks that can
result in substantial or total losses. Among the problems involved in assessing and making acquisitions in troubled issuers is the
fact that it frequently may be difficult to obtain information as to the condition of such issuer. If, during the diligence process, we
fail to identify issues specific to a company or the environment in which we operate, we may be forced to later write down or
write off assets, restructure our operations, or incur impairment or other charges that may result in other reporting losses.
As a consequence of our company’s role as an acquirer of distressed companies, we may be subject to increased risk of
incurring additional legal, indemnification or other expenses, even if we are not named in any action. In distressed situations,
litigation often follows when disgruntled shareholders, creditors and other parties seek to recover losses from poorly performing
investments. The enhanced litigation risk for distressed companies is further elevated by the potential that Brookfield or our
company may have controlling or influential positions in these companies.
We operate in a highly competitive market for acquisition opportunities.
Our acquisition strategy is dependent to a significant extent on Brookfield’s ability to identify acquisition opportunities
that are suitable for us. We face competition for acquisitions primarily from investment funds, operating companies acting as
strategic buyers, commercial and investment banks and commercial finance companies. Many of these competitors are
substantially larger and have considerably greater financial, technical and marketing resources than are available to us. Some of
these competitors may also have higher risk tolerances or different risk assessments, which could allow them to consider a wider
variety of acquisitions and to offer terms that we are unable or unwilling to match. To finance our acquisitions, we compete for
equity capital from institutional partners and other equity providers, including Brookfield, and our ability to consummate
acquisitions will be dependent on such capital continuing to be available. Increases in interest rates could also make it more
difficult to consummate acquisitions because our competitors may have a lower cost of capital, which may enable them to bid
higher prices for assets. In addition, because of our affiliation with Brookfield, there is a higher risk that when we participate with
Brookfield and others in joint ventures, partnerships and consortiums on acquisitions, we may become subject to antitrust or
competition laws that we would not be subject to if we were acting alone. These factors may create competitive disadvantages for
us with respect to acquisition opportunities.
We cannot provide any assurance that the competitive pressures we face will not have a material adverse effect on our
business, financial condition and results of operations or that Brookfield will be able to identify and make acquisitions on our
behalf that are consistent with our objectives or that generate attractive returns for our unitholders. We may lose acquisition
opportunities in the future if we do not match prices, structures and terms offered by competitors, if we are unable to access
sources of equity or obtain indebtedness at attractive rates or if we become subject to antitrust or competition laws. Alternatively,
we may experience decreased rates of return and increased risks of loss if we match prices, structures and terms offered
by competitors.
10
Brookfield Business Partners
We may be unable to complete acquisitions, dispositions and other transactions as planned.
Our acquisitions, dispositions and other transactions typically are subject to a number of closing conditions, including, as
applicable, securing the requisite financing to complete the transaction and obtaining any required security holder approval,
regulatory approval (including competition authorities) and other third party consents and approvals that are beyond our control
and may not be satisfied. In particular, many jurisdictions in which we seek to invest (or divest) impose government consent
requirements on investments by foreign persons. Consents and approvals may not be obtained, may be obtained subject to
conditions which adversely affect anticipated returns, and/or may be delayed and delay or ultimately preclude the completion of
acquisitions, dispositions and other transactions. Government policies and attitudes in relation to foreign investment may change,
making it more difficult to complete acquisitions, dispositions and other transactions in such jurisdictions. Furthermore, interested
stakeholders could take legal steps to prevent transactions from being completed. We may also be unable to secure financing on
acceptable terms (or at all) for our proposed acquisitions. If all or some of our acquisitions, dispositions and other transactions are
unable to be completed on the terms agreed, we may need to modify or delay or, in some cases, terminate these transactions
altogether (which may result in the payment of significant break-up fees), the market value of our respective securities may
significantly decline, and we may not be able to achieve the expected benefits of the transactions.
Risks associated with the COVID-19 pandemic
The rapid spread of COVID-19, which was declared by the World Health Organization to be a pandemic on March 11,
2020, and actions taken globally in response to COVID-19, have significantly disrupted international business activities. In
addition, our businesses rely, to a certain extent, on free movement of goods, services, and capital from around the world, which
has been significantly restricted as a result of COVID-19. We may experience direct or indirect impacts from the pandemic,
including, but not limited to, supply chain delays, construction delays, the government mandated closure of certain of our
businesses, the inability for certain of our businesses to operate, increased operating costs, slowdowns in disproportionately
affected sectors (e.g., real estate and construction) and/or the reduced demand for products and services offered by certain of our
businesses, any and all of which would be expected to result in lower revenues for the partnership and negatively affect our
financial performance. We also have some risk that our contract counterparties could fail to meet their obligations to us as a result
of the economic impact on them associated with COVID-19.
Given the ongoing and dynamic nature of the circumstances surrounding COVID-19, it is difficult to predict how
significant the impact of COVID-19, including any responses to it, will be on the global economy and the business of the
partnership or for how long any disruptions are likely to continue. Potential adverse impacts of the COVID-19 pandemic include,
but are not limited to:
•
•
•
•
•
•
•
the risk of a material reduction in demand for the products and services of our portfolio companies due to job losses and
associated financial hardship, or changes in consumer behavior, which may lead to a decline in revenues;
issues delivering certain products and services, due to supply chain disruptions and the impact of business closures,
travel restrictions and other steps taken in response to COVID-19;
increased challenges collecting revenues or other accounts receivable;
slowdowns in real estate and construction markets upon which certain of our businesses are dependent;
labor and supply shortages arising out of COVID-19 illnesses, particularly in our healthcare services operations;
potential challenges identifying acquisition opportunities in the context of continued economic uncertainty, entering into,
or consummating, proposed acquisitions on acceptable terms or anticipated timelines, or at all; and
potential challenges accessing credit and capital markets.
The nature and extent of such impacts will depend upon future developments, which are highly uncertain, rapidly
evolving and difficult to predict, including uncertainties relating to the roll-out of multiple COVID-19 vaccines in the countries in
which our company operates, new information which may emerge concerning the severity of COVID-19 (including any new
COVID-19 variants) and additional government actions which may be taken to contain COVID-19. Such developments could
have a significant adverse effect on our assets, liabilities, business, financial condition, results of operations and cash flow.
Brookfield Business Partners
11
Risks relating to Russia’s ongoing military conflict with Ukraine
In February 2022, Russian forces launched a military operation in Ukraine and in response, many jurisdictions, including
the United States, Canada, the European Union, the United Kingdom and others, have imposed significant economic sanctions
against Russia and certain Russian politicians, individuals, corporations and financial institutions. Russia’s military operations and
the sanctions imposed to date in response have created considerable uncertainty in the global financial system, increased fuel
prices, supply chain challenges and heightened cybersecurity disruptions and threats. While our group has been actively working
on ensuring the safety and security of any employees at our group’s operations who may be affected by these events and our
group’s direct exposure to the regions impacted by this conflict remains limited, current and future developments related to this
conflict may have an adverse impact on our group’s cost of doing business.
The consolidated financial statements of our partnership as at and for the twelve months ended December 31, 2021
include assets, revenues and accounts receivable in Ukraine relating to our nuclear services operations that are not material to the
partnership. However, as the conflict in Ukraine and the global response to the conflict are rapidly evolving and difficult to
predict, future developments could have a significant adverse effect on our assets, liabilities, business, financial condition, results
of operations and cash flow more generally.
We use leverage and such indebtedness may result in our company, the Holding LP or our operating businesses being
subject to certain covenants that restrict our ability to engage in certain types of activities or to make distributions to equity.
Many of our Holding Entities and operating businesses have entered into or will enter into credit facilities or have
incurred or will incur other forms of debt, including for acquisitions. The total quantum of exposure to debt within our company is
significant, and we may become more leveraged in the future.
Leveraged assets are more sensitive to declines in revenues, increases in expenses and interest rates and adverse
economic, market and industry developments. A leveraged company’s income and net assets also tend to increase or decrease at a
greater rate than would otherwise be the case if money had not been borrowed. As a result, the risk of loss associated with a
leveraged company, all other things being equal, is generally greater than for companies with comparatively less debt. In addition,
the use of indebtedness in connection with an acquisition may give rise to negative tax consequences to certain investors.
Leverage may also result in a requirement for short-term liquidity, which may force the sale of assets at times of low demand and/
or prices for such assets. This may mean that we are unable to realize fair value for the assets in a sale.
Our credit facilities also contain, and will contain in the future, covenants applicable to the relevant borrower and events
of default. Covenants can relate to matters including limitations on financial indebtedness, dividends, acquisitions, or minimum
amounts for interest coverage, Adjusted EBITDA, cash flow or net worth. If an event of default occurs, or minimum covenant
requirements are not satisfied, this can result in a requirement to immediately repay any drawn amounts or the imposition of other
restrictions including a prohibition on the payment of distributions to equity.
We may not be able to access the credit and capital markets at the times and in the amounts needed to satisfy capital
expenditure requirements, to fund new acquisitions or otherwise.
General economic and business conditions that impact the debt or equity markets could impact the availability and cost
of credit for us. We have revolving credit facilities and other short-term borrowings. The amount of interest charged on these will
fluctuate based on changes in short-term interest rates. Any economic event that affects interest rates or the ability to refinance
borrowings could materially adversely impact our financial condition.
Some of our operations require significant capital expenditures, and proposed acquisitions often require significant
financing. If we are unable to generate enough cash to finance necessary capital expenditures and to fund acquisitions through
existing liquidity and/or operating cash flow, then we may be required to issue additional equity or incur additional indebtedness.
The issue of additional equity would be dilutive to existing unitholders at the time. Any additional indebtedness would increase
our leverage and debt payment obligations, and may negatively impact our business, financial condition and results of operations.
12
Brookfield Business Partners
In addition, Brookfield owns approximately 69.7 million Redemption-Exchange Units. Brookfield has the right to
require the Holding LP to redeem all or a portion of its Redemption-Exchange Units for cash, subject to our company’s right to
acquire such interests (in lieu of redemption) in exchange for our units. Although the decision to exercise the exchange right and
deliver units (or not to do so) is a decision that will be made solely by a majority of our independent directors, and therefore
Brookfield will not be able to prevent us from delivering units in satisfaction of the redemption request, if our independent
directors do not determine to satisfy the redemption request by delivering our units, we would be required to satisfy such
redemption request using cash. To the extent we were unable to fund such cash payment from operating cash flow, we may be
required to incur indebtedness or otherwise access the capital markets, including through the issuance of our units, to satisfy any
shortfall which will depend on several factors, some of which are out of our control, including, among other things, general
economic conditions, our results of operations and financial condition, restrictions imposed by the terms of any indebtedness that
is incurred to finance our operations or to fund liquidity needs, levels of operating and other expenses and contingent liabilities.
Our businesses rely on continued access to capital to fund new acquisitions and capital projects. While we aim to
prudently manage our capital requirements and ensure access to capital is always available, it is possible we may overcommit
ourselves or misjudge the requirement for capital or the availability of capital. Such a misjudgment could result in negative
financial consequences or, in extreme cases, bankruptcy.
Changes in our credit ratings may have an adverse effect on our financial position and ability to raise capital.
We cannot assure you that any credit rating assigned to us or any of our operating subsidiaries or their debt securities will
remain in effect for any given period of time or that any rating will not be lowered or withdrawn entirely by the relevant rating
agency. A lowering or withdrawal of such ratings may have an adverse effect on our financial position and ability to raise capital.
Our operating businesses are highly cyclical and subject to general economic conditions and risks relating to the
economy.
Many industries, including the industries in which we operate, are impacted by adverse events in the broader economy
and/or financial markets. A slowdown in the financial markets and/or the global economy or the local economies of the regions in
which we operate, including, but not limited to, new home construction, employment rates, business conditions, inflation, fuel and
energy costs, commodity prices, lack of available credit, the state of the financial markets, government policies in the jurisdictions
in which our company operates, interest rates and tax rates may adversely affect our growth and profitability. For example, a
worldwide recession, reduction in available skilled labor, a period of below-trend growth in developed countries, a slowdown in
emerging markets or significant declines in commodity factors could have a material adverse effect on our business, financial
condition and results of operations, if such increased levels of volatility and market turmoil were to persist for an extended
duration. These and other unforeseen adverse events in the global economy could negatively impact our operations and the trading
price of our units could be further adversely impacted.
The demand for products and services provided by our operating businesses is, in part, dependent upon and correlated to
general economic conditions and economic growth of the regions applicable to the relevant asset. Poor economic conditions or
lower economic growth in a region or regions may, either directly or indirectly, reduce demand for the products and/or services
provided by our operating businesses. In particular, the sectors in which we operate are highly cyclical, and we are subject to
cyclical fluctuations in global economic conditions and end-use markets. We are unable to predict the future course of industry
variables or the strength, pace or sustainability of the global economic recovery and the effects of government intervention.
Negative economic conditions, such as an economic downturn, a prolonged recovery period or disruptions in the financial
markets, could have a material adverse effect on our businesses, financial condition or results or operations.
Alternative technologies could impact the demand for, or use of, the businesses and assets that we own and operate
and could impair or eliminate the competitive advantage of such businesses and assets.
There are alternative technologies that may impact the demand for, or use of, the businesses and assets that we own and
operate. While some such alternative technologies are in earlier stages of development, ongoing research and development
activities may improve such alternative technologies. For example, development of electric vehicles may reduce the need and
demand for road fuel distribution, more efficiently or more conveniently, such technologies could adversely impact our ability to
compete. If this were to happen, the competitive advantage of our businesses and assets may be significantly impaired or
eliminated and our businesses, financial condition, results of operations and cash flow could be materially and adversely affected
as a result.
Brookfield Business Partners
13
A business disruption may adversely affect our financial condition and results of operations.
Our businesses are vulnerable to damages from any number of sources, including computer viruses, unauthorized access,
energy blackouts, natural disasters, pandemics (such as the ongoing COVID-19 pandemic), terrorism, war and telecommunication
failures. Any of these events that cause interruptions in our operations, or the operations at any of our portfolio companies, could
result in a material disruption to our businesses. If we are unable to recover from a business disruption effectively or on a timely
basis, our financial condition and results of operations would be adversely affected. We may also incur additional costs to remedy
damages caused by such disruptions, which could adversely affect our financial condition and results of operations.
We are subject to foreign currency risk and our use of or failure to use derivatives to hedge certain financial positions
may adversely affect the performance of our operations.
A significant portion of our current operations are in countries where the U.S. dollar is not the functional currency. These
operating businesses pay distributions in currencies other than the U.S. dollar, which we must convert to U.S. dollars prior to
making distributions, and certain of our operating businesses have revenues denominated in currencies different from U.S. dollars,
which is utilized in our financial reporting, thus exposing us to currency risk. Fluctuations in currency exchange rates or a
significant depreciation in the value of certain foreign currencies (for example, the Brazilian real) could reduce the value of cash
flows generated by our operating businesses or could make it more expensive for our customers to purchase our services, and
could have a material adverse effect on our business, financial condition and results of operations.
When managing our exposure to such market risks, we may use forward contracts, options, swaps, caps, collars and
floors or pursue other strategies or use other forms of derivative instruments. However, a significant portion of this risk may
remain unhedged. We may also choose to establish unhedged positions in the ordinary course of business. The success of any
hedging or other derivative transactions that we enter into generally will depend on our ability to structure contracts that
appropriately offset our risk position. As a result, while we may enter into such transactions in order to reduce our exposure to
market risks, unanticipated market changes may result in poorer overall investment performance than if the derivative transaction
had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases.
The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and similar laws in other
jurisdictions impose rules and regulations governing federal and other governmental oversight of the over-the-counter derivatives
market and its participants. These regulations may impose additional costs and regulatory scrutiny on our company. We cannot
predict the effect of changing derivatives legislation on our hedging costs, our hedging strategy or its implementation, or the
composition of the risks we hedge.
It can be very difficult or expensive to obtain the insurance we need for our business operations.
We maintain insurance both as a corporate risk management strategy and in some cases to satisfy the requirements of
contracts entered into in the course of our operations. Although in the past we have generally been able to cover our insurance
needs, there can be no assurances that we can secure all necessary or appropriate insurance in the future, or that such insurance
can be economically secured. We monitor the financial health of the insurance companies from which we procure insurance, but if
any of our third party insurers fail, abruptly cancel our coverage or otherwise cannot satisfy their insurance requirements to us,
then our overall risk exposure and operational expenses could be increased and some of our business operations could
be interrupted.
Performance of our operating businesses may be harmed by future labor disruptions and economically unfavorable
collective bargaining agreements.
Several of our current operations have workforces that are unionized or that in the future may become unionized and, as
a result, are or will be required to negotiate the wages, benefits and other terms with many of their employees collectively. If an
operating business were unable to negotiate acceptable contracts with any of its unions as existing agreements expire, it could
experience a significant disruption of its operations, higher ongoing labor costs and restrictions on its ability to maximize the
efficiency of its operations, which could have the potential to adversely impact our financial condition.
In addition, in some jurisdictions where we operate, labor forces have a legal right to strike which may have an impact on
our operations, either directly or indirectly, for example if a critical upstream or downstream counterparty was itself subject to a
labor disruption which impacted our business.
Our operations are exposed to occupational health and safety and accident risks.
Our operations are highly exposed to the risk of accidents that may give rise to personal injury, loss of life, disruption to
service and economic loss, including, for example, resulting from related litigation. Some of the tasks undertaken by employees
and contractors are inherently dangerous and have the potential to result in serious injury or death.
14
Brookfield Business Partners
We are subject to increasingly stringent laws and regulations governing health and safety matters. Occupational health
and safety legislation and regulations differ in each jurisdiction. Any breach of these obligations, or serious accidents involving
our employees, contractors or members of the public could expose us or our operating businesses to adverse regulatory
consequences, including the forfeit or suspension of operating licenses, potential litigation, claims for material financial
compensation, reputational damage, fines or other legislative sanction, which have the potential to adversely impact our financial
condition. Furthermore, where we do not control a business, we have a limited ability to influence their health and safety practices
and outcomes.
We are subject to litigation risks that could result in significant liabilities that could adversely affect our operations.
We are at risk of becoming involved in disputes and possible litigation, the extent of which cannot be ascertained. Any
material or costly dispute or litigation could adversely affect the value of our assets or our future financial performance. We could
be subject to various legal proceedings concerning disputes of a commercial nature, or to claims in the event of bodily injury or
material damage. We may also be subject to professional liability claims, particularly in our healthcare services business, wherein
current or former patients may commence or threaten litigation for medical negligence or malpractice. Such claims could result in
damage awards in excess of the limits of available insurance coverage. The final outcome of any proceeding could have a
negative impact on the business, financial condition or results of operations of our company.
In addition, under certain circumstances, we may ourselves commence litigation. There can be no assurance that
litigation, once begun, would be resolved in our favor.
We will also be exposed to risk of litigation by third parties or government regulators if our management is alleged to
have committed an act or acts of gross negligence, willful misconduct or dishonesty or breach of contract or organizational
documents or to violate applicable law. In such actions, we would likely be obligated to bear legal, settlement and other costs
(which may exceed our available insurance coverage).
We may have operations in jurisdictions with less developed legal systems, which could create potential difficulties in
obtaining effective legal redress.
Some of our operations are located in jurisdictions with less developed legal systems than those in more established
economies. In these jurisdictions, our company could be faced with potential difficulties in obtaining effective legal redress; a
higher degree of discretion on the part of governmental authorities; a lack of judicial or administrative guidance on interpreting
applicable rules and regulations; inconsistencies or conflicts between and within various laws, regulations, decrees, orders and
resolutions; and relative inexperience of the judiciary and courts in such matters.
In addition, in some jurisdictions, the commitment of local business people, government officials and agencies and the
judicial system to abide by legal requirements and negotiated agreements could be uncertain, creating particular concerns with
respect to permits, approvals and licenses required or desirable for, or agreements entered into in connection with, businesses in
any such jurisdiction. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There
can be no assurance that joint ventures, licenses, permits or approvals (or applications for licenses, permits or approvals) or other
legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of and
enforcement of such arrangements in these jurisdictions cannot be assured.
We do not control all of the businesses in which we own interests and therefore we may not be able to realize some or
all of the benefits that we expect to realize from those interests.
We do not have control of certain of the businesses in which we own interests and we may take non-controlling positions
in other businesses in the future. Such businesses may make financial or other decisions that we do not agree with. Because we do
not have the ability to exercise control over such businesses, we may not be able to realize some or all of the benefits that we
expect to realize from our ownership interests in them, including, for example, expected distributions. In addition, we must rely
on the internal controls and financial reporting controls of such businesses and their failure to maintain effective controls or
comply with applicable standards may adversely affect us.
From time to time, we may have significant interests in public companies, and changes in the market prices of the
stock of such public companies, particularly during times of increased market volatility, could have a negative impact on our
financial condition and results of operations.
From time to time, we may hold significant interests in public companies, and changes in the market prices of the stock
of such public companies could have a material impact on our financial condition and results of operations. Global securities
markets have been highly volatile, and continued volatility may have a material negative impact on our consolidated financial
position and results of operations.
Brookfield Business Partners
15
We are exposed to the risk of environmental damage and costs associated with compliance with environmental laws.
Certain of our operating businesses are involved in using, handling or transporting substances that are toxic, radioactive,
combustible or otherwise hazardous to the environment and may be in close proximity to environmentally sensitive areas or
densely populated communities. If a leak, spill or other environmental incident occurred, it could pose a health risk to humans or
wildlife, cause property damage, or result in substantial fines or penalties being imposed by regulatory authorities, revocation of
licenses or permits required to operate the business or the imposition of more stringent conditions in those licenses or permits, or
legal claims for compensation (including punitive damages) by affected stakeholders. For example, such risks are present in our
nuclear services operations and our Brazilian operations, which include the largest private water and sewage treatment operations
in Brazil. In addition, some of our operating businesses may be subject to regulations or rulings made by environmental agencies
that conflict with existing obligations we have under concession or other permitting agreements. Resolution of such conflicts may
lead to uncertainty and increased risk of delays or cost overruns on projects. In addition to fines, these laws and regulations
sometimes require evaluation and registration or the installation of costly pollution control or safety equipment or costly changes
in operations to limit pollution or decrease the likelihood of injuries. Certain of our current industrial manufacturing operations
are also subject to increasingly stringent environmental laws and regulations relating to our current and former properties,
neighboring properties and our current raw materials, products and operations, such as our automotive battery business, which is
subject to laws and regulations governing hazardous waste storage, treatment and disposal. Governmental requirements relating to
the protection of the environment, including solid waste management, air quality, water quality, the decontamination and
decommissioning of nuclear manufacturing and processing facilities and cleanup of contaminated sites could have an impact on
our operations. All of these risks could require us to incur costs or become the basis of new or increased liabilities that could be
material and could have the potential to significantly impact our value or financial performance.
We are exposed to the risk of increasingly onerous environmental legislation and the broader impacts of
climate change.
With an increasing global focus and public sensitivity to environmental sustainability and environmental regulation
becoming more stringent, we could be subject to further environmental related responsibilities and associated liability. For
example, many jurisdictions in which our company operates and invests are considering implementing, or have implemented,
schemes relating to the regulation of carbon emissions. As a result, there is a risk that demand for some of the commodities
supplied by certain of our operations will be reduced. The nature and extent of future regulation in the various jurisdictions in
which our operations are situated is uncertain but is expected to become more complex and stringent.
Environmental legislation and permitting requirements are likely to evolve in a manner which will require stricter
standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and their directors and employees.
It is difficult to assess the impact of any such changes on our company. These changes may result in increased costs to
our operations that may not be able to be passed onto customers and may have an adverse impact on prospects for growth of some
of our businesses. To the extent such regimes (such as carbon emissions schemes or other carbon emissions regulations) become
applicable to our operations (and the costs of such regulations are not able to be fully passed on to consumers), our financial
performance may be impacted due to costs applied to carbon emissions and increased compliance costs.
We are also subject to a wide range of laws and regulations relating to the protection of the environment and pollution.
Standards are set by these laws and regulations regarding certain aspects of environmental quality and reporting, provide for
penalties and other liabilities for the violation of such standards, and establish, in certain circumstances, obligations to remediate
and rehabilitate current and former facilities and locations where our operations are, or were, conducted. These laws and
regulations may have a detrimental impact on our company’s financial performance through increased compliance costs or
otherwise. Any breach of these obligations, or even incidents relating to the environment that do not amount to a breach, could
adversely affect the results of our operating businesses and their reputations and expose them to claims for financial compensation
or adverse regulatory consequences.
Our operations may also be exposed directly or indirectly to the broader impacts of climate change, including extreme
weather events, export constraints on commodities, increased resource prices and restrictions on energy and water usage.
16
Brookfield Business Partners
Some of our current operations are structured as joint ventures, partnerships and consortium arrangements, and we
intend to continue to operate in this manner in the future, which will reduce Brookfield’s and our control over our operations
and may subject us to additional obligations.
An integral part of our strategy is to participate with institutional partners in Brookfield-sponsored or co-sponsored
consortiums for single asset acquisitions and as a partner in or alongside Brookfield-sponsored or co-sponsored partnerships that
target acquisitions that suit our profile. Such arrangements involve risks not present where a third party is not involved, including
the possibility that partners or co-venturers might become bankrupt or otherwise fail to fund their share of required capital
contributions. Additionally, partners or co-venturers might at any time have economic or other business interests or goals different
from us and Brookfield. We generally owe fiduciary duties to our partners in our joint venture and partnership arrangements.
Joint ventures, partnerships and consortium investments generally provide for a reduced level of control over an acquired
company because governance rights are shared with others. Accordingly, decisions relating to the underlying operations,
including decisions relating to the management and operation and the timing and nature of any exit, are often made by a majority
vote of the investors or by separate agreements that are reached with respect to individual decisions. For example, when we
participate with institutional partners in Brookfield-sponsored or co-sponsored consortiums for asset acquisitions and as a partner
in or alongside Brookfield-sponsored or co-sponsored partnerships, there is often a finite term to the investment, which could lead
to the business being sold prior to the date we would otherwise choose. In addition, such operations may be subject to the risk that
business, financial or management decisions are made with which we do not agree or the management of the operating business at
issue may take risks or otherwise act in a manner that does not serve our interests. Because we may not have the ability to exercise
sole control over such operations, we may not be able to realize some or all of the benefits that we believe will be created from
our and Brookfield’s involvement. If any of the foregoing were to occur, our business, financial condition and results of
operations could suffer as a result.
In addition, because some of our current operations are structured as joint ventures, partnerships or consortium
arrangements, the sale or transfer of interests in some of our operations are subject to rights of first refusal or first offer, tag along
rights or drag along rights and some agreements provide for buy-sell or similar arrangements, any of which could be exercised
outside of our control and accordingly could have an adverse impact on us.
We rely on the use of technology, which may not be able to accommodate our growth or may increase in cost and may
become subject to cyber-terrorism or other compromises and shut-downs.
We operate in businesses that are dependent on information systems and other technology, such as computer systems
used for information storage, processing, administrative and commercial functions as well as the machinery and other equipment
used in certain parts of our operations. In addition, our businesses rely on telecommunication services to interface with their
business networks and customers. The information and embedded systems of key business partners and regulatory agencies are
also important to our operations. We rely on this technology functioning as intended. Our information systems and technology
may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current
level. Such a failure to accommodate growth, or an increase in costs related to such information systems, could have a material
adverse effect on us.
We rely heavily on our financial, accounting, communications and other data processing systems. Our businesses collect,
store and use large amounts of sensitive information through our information technology systems, such as our healthcare services
business, which handles confidential health information of patients, and our residential mortgage insurance services business,
which receives personal and private information from borrowers and lenders. Our information technology systems may be subject
to cyber-terrorism or other compromises and shut-downs, which may result in unauthorized access to our proprietary information
or to client or third-party data stored on our systems, destruction of our data or disability, degradation or sabotage of our systems,
often through the introduction of computer viruses, cyber-attacks and other means, and could originate from a wide variety of
sources, including internal or unknown third parties. We cannot predict what effects such cyber-attacks or compromises or shut-
downs may have on our business and on the privacy of the individuals or entities affected, and the consequences could be
material. Cyber incidents may remain undetected for an extended period, which could exacerbate these consequences. Further,
machinery and equipment used by our operating businesses may fail due to wear and tear, latent defect, design or operator errors
or early obsolescence, among other things.
If our information systems and other technology are compromised, do not operate or are disabled, such could have a
material adverse effect on our business prospects, financial condition, results of operations and cash flow.
Brookfield Business Partners
17
Risks Relating to our Business Services Operations
Our residential mortgage insurance services business is subject to the inherent insurance risk within its portfolio.
Our residential mortgage insurance services business is influenced by macroeconomic conditions. Specifically, the level
of premiums written is influenced by economic growth, interest rates, unemployment, housing activity, home prices and
government policy, among other factors. Losses on claims are primarily impacted by unemployment rates, home prices and
housing activity. A significant downturn in global, Canadian or any provincial economies has had an adverse effect our residential
mortgage insurance services business and its results of operations. For example, the ongoing COVID-19 pandemic has adversely
affected regional and international trade and commerce, equity markets, and employment levels, which has had an adverse effect
on our residential mortgage insurance services business.
Our residential mortgage insurance services business is heavily regulated and may be affected by changes in
government policy.
Failure of our residential mortgage insurance services business to meet its regulatory requirements or changes in
regulation and governance requirements may impact the housing and mortgage markets, reduce its profitability, expose it to
claims, fines or penalties and could limit its growth. Action or inaction by the federal government of Canada in respect of its
policy of supporting home ownership in Canada through mortgage insurance, could significantly reduce the demand for, or
availability of, private sector mortgage insurance or mortgage insurance in general.
For example, all financial institutions that are federally regulated by the OSFI are required to purchase mortgage
insurance whenever the amount of a mortgage loan exceeds 80% of the value of the collateral property at the time the loan is
made. A change to this requirement or any change to the threshold loan-to-value ratio could adversely affect the operations of our
residential mortgage insurance services business and could reduce the demand for mortgage insurance.
In addition, our residential mortgage insurance services business is subject to capital requirements imposed under
Canadian law, including the Insurance Companies Act and the Protection of Residential Mortgage or Hypothecary Insurance Act.
A decline in the regulatory capital of our residential mortgage insurance services business in relation to the size of risk it is
insuring or an increase in its regulatory capital requirements could result in a decline in its ratings, increased scrutiny by OSFI,
restrictions on our residential mortgage insurance services business from writing new business, distributing capital, utilizing
capital for business needs, and could have an adverse impact on its financial condition, results of operations and prospects.
Our residential mortgage insurance services business primarily competes with CMHC.
CMHC, a Crown Corporation may establish pricing terms and business practices that may be influenced by Canadian
government policy initiatives such as advancing social housing policy or stabilizing the mortgage lending industry, initiatives
which may not be consistent with maximizing return on capital or other profitability measures. In the event that CMHC
determines to reduce prices or alter the terms and conditions of its mortgage insurance or other credit enhancement products in
furtherance of social or other goals rather than a profit motive, our residential mortgage insurance services business may be
unable to compete effectively, which could have an adverse effect on its financial condition and results of operations.
The Canadian mortgage origination market is highly concentrated, with the five largest mortgage originators
providing the majority of the residential mortgage financing in Canada.
High market concentration may expose our residential mortgage insurance services business to reduced sales or adverse
loan selection in the future should a significant lender change the type of loans or level of business that they underwrite with us or
terminate or reduce its relationship with us. Additionally, much of our residential mortgage insurance services business in Canada
is concentrated in only four provinces (Ontario, British Columbia, Alberta and Quebec), which increases the vulnerability of our
residential mortgage insurance services business to economic or market downturns, catastrophic events or acts of terrorism in
those provinces.
18
Brookfield Business Partners
We may not be able to accurately forecast the risks associated with our residential mortgage insurance services
business.
Our residential mortgage insurance services business is subject to model risk, particularly the risk of error in the design,
development, implementation or subsequent use of models. A failure in our modelling could adversely impact our ability to
properly evaluate, reserve, price, and mitigate risks and the associated losses. If the pricing of our residential mortgage insurance
services business is inadequate, its loss and unearned premiums reserves do not adequately reflect the financial condition of the
business, or there are inadequate loss reserves for unexpected market events, results of operations and regulatory capital may be
adversely affected. In addition, our residential mortgage insurance services business may experience increasing loss as the
policies continue to age. Sustained material shifts in the emergence of losses on claims could affect timing of revenue recognition,
which may adversely affect our residential mortgage insurance services business’s operations and financial condition.
The majority of the revenues from our healthcare services operations are derived from private health insurance
funds.
The profitability of our healthcare services operations is influenced by its ability to reach ongoing commercial
agreements with private health insurance funds. A failure to reach a satisfactory commercial agreement with any key private
health insurance fund has the potential to negatively impact the financial and operational performance of our healthcare services
operations. Additionally, a deterioration in the economic climate, changes to economic incentives, annual increases in private
health insurance premiums and other factors may affect the participation rate or the level of private health insurance coverage of
members in private health insurance funds. This has the potential to reduce demand for our healthcare services operations,
resulting in decreased revenues. If the profitability of private health insurance funds deteriorates, there is a risk of increased
pricing pressures on private hospital operators such as our healthcare services operations. Healthscope continues to incur
additional costs in the current environment related to increased health and safety measures associated with the global pandemic.
We can provide no assurance regarding the impact of these costs on our future results.
Our healthcare services operations are reliant on relationships with accredited medical practitioners.
Accredited medical practitioners prefer to work at hospitals which, amongst other things, provide high-quality facilities,
equipment and nursing staff, exceptional clinical safety outcomes and which are conveniently located. Accredited medical
practitioners could cease to practice or stop referring patients to our facilities if the hospitals become a less attractive place to
work. Our healthcare services operations are subject to rising costs, particularly labor costs associated with attracting and
retaining key personnel. Nursing labor is the most significant cost in our hospital operations. Any increase in cost or tightening of
supply of accredited medical practitioners or nursing labor is likely to adversely impact the financial and operational performance
of our healthcare services operations.
Our healthcare services operations are reliant on suppliers and skilled labor and have been impacted by COVID-19.
The ability of our healthcare services operations to compete and grow is dependent on it having access, at a reasonable
cost and in a timely manner, to skilled labor, equipment, parts and components. No assurances can be given that the healthcare
services operations will be successful in maintaining its supply of skilled labor, equipment, parts and components. COVID-19 and
the measures taken in place to address COVID-19, including temporary lockdowns, have and continue to have an impact on our
healthcare services operations’ ability to effectively manage skilled labor and facility staffing. In addition, our healthcare services
operations have been impacted by the reduction in demand for elective surgeries as a result of the pandemic. We can provide no
assurance that our healthcare services operations will have adequate staffing and resume full activity levels to the extent and
timeframe we have anticipated.
If we do not have adequate indemnification for our healthcare services, it could adversely affect our healthcare
services operations and financial condition.
Current or former patients may commence or threaten litigation for medical negligence against our healthcare services
operations. Subject to indemnity insurance arrangements, future medical malpractice litigation, or threatened litigation, could
have an adverse impact on the financial performance and position and future prospects of our healthcare services operations.
Insurance coverage is maintained by our healthcare services operations consistent with industry practice, including public liability
and medical malpractice. However, no assurance can be given that such insurance will be available in the future on commercially
reasonable terms or that any coverage will be adequate and available to cover all or any future claims.
Brookfield Business Partners
19
Certain risks are inherent in the private hospital and healthcare provider industry.
Changes in the operating costs (including costs for maintenance, insurance, and those related to the onset and ongoing
nature of COVID-19), inability to obtain permits required to conduct hospital business operations, changes in health care laws and
governmental regulations, and various other factors may significantly impact the ability of our healthcare services operations to
generate revenues. Certain significant expenditures, including fees related to health and safety measures, legal fees, borrowing
costs, maintenance costs, insurance costs and related charges must be made to operate our healthcare services operations.
There are risks associated with our road fuels operations.
Fluctuations in fuel product prices or a significant decrease in demand for road fuel in the areas we serve could
significantly reduce our revenues and, therefore, could adversely affect our business, results of operations and financial condition.
Our road fuels operations are dependent on various trends, such as trends in automobile and commercial truck traffic, travel and
tourism in our areas of operation, and these trends can change. Furthermore, seasonal fluctuations, alternative technological
advancements or regulatory action, including government-imposed fuel efficiency standards, may affect demand for motor fuel.
Because certain of our operating costs and expenses, such as our general and administrative costs, are fixed and do not vary with
the volumes of road fuel we distribute, our costs and expenses might not decrease ratably or at all should we experience a
reduction in our volumes distributed. As a result, if our fuel distribution volumes decrease or if there is an event which
significantly interrupts the supply of fuel to our customers, our business, reputation, results of operations and financial condition
could be adversely affected.
Furthermore, there are dangers inherent in storage and processing of fuel products and the movement of fuel products by
ship, train and truck, including deliveries to customer sites, that could cause disruptions in our operations or expose our business
to potentially significant losses, costs or liabilities. These activities bring us into contact with members of the public and with the
environment. Road fuel is stored in underground and above ground storage tanks at sites that we own or operate and at
consignment sites where we retain title to the road fuel that we sell. Our operations are subject to significant hazards and risks
inherent in storing motor fuel. These hazards and risks include, but are not limited to, fires, explosions, spills, discharges and
other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, government-imposed
fines or clean-up obligations, personal injury or wrongful death claims and other damage to our properties and the properties of
others. Any such event could significantly disrupt our operations or expose us to significant liabilities, to the extent such liabilities
are not covered by insurance. Therefore, the occurrence of such an event could adversely affect the operations and financial
condition of our business.
There are risks associated with the real estate industry in Canada and the United States.
The performance of our residential real estate brokerage services is dependent upon receipt of royalties, which in turn is
dependent on the level of residential real estate transactions. The real estate industry has been affected by the ongoing COVID-19
pandemic, and is affected by all of the factors that affect the economy in general, and in addition may be affected by the aging
network of real estate agents and brokers across Canada and the United States. In addition, there is pressure on the rate of
commissions charged to the consumer and internet use by real estate consumers has led to a questioning of the value of traditional
residential real estate services. Finally, changes to mortgage and lending rules in Canada that are implemented or contemplated
from time to time have the potential to negatively impact residential housing prices and/or the number of residential real estate
transactions in Canada, either or both of which could in turn reduce commissions and therefore royalties.
There are risks associated with our financial advisory services business.
The performance of our financial advisory services business is directly related to the quantum and size of transactions in
which we participate. Market downturns that affect the frequency and magnitude of capital raising and other transactions will
likely have a negative impact on our financial advisory services business. In addition, our financial advisory services business
may be adversely affected by other factors, such as (i) intensified competition from peers as a result of the increasing pressures on
financial services companies, (ii) reductions in infrastructure spending by governments, (iii) increased regulation and the cost of
compliance with such regulation, and (iv) the bankruptcy or other failure of companies for which we have performed investment
banking services. It is difficult to predict how long current financial market and economic conditions will continue, whether they
will deteriorate and if they do, how our business will be adversely affected. If one or more of the foregoing risks occur, revenues
from our financial advisory services business will likely decline.
20
Brookfield Business Partners
There are risks associated with our entertainment operations.
Our entertainment operations are conducted pursuant to operational services agreements with provincial lottery and
gaming corporations. Although the agreements are renewable, there is no guarantee that we will continue to satisfy the conditions
required for renewal. Additionally, when the renewal term expires, we may not be able to enter into new agreements that are the
same as those historically, which may result in decreased revenues, increased operating costs or closure of an operation. Under the
operational services agreements, the lottery and gaming corporations have the ability to suspend or terminate our right to provide
services under the agreements for certain specified reasons. If we operate our entertainment operations in a manner inconsistent
with the Criminal Code of Canada or applicable anti-money laundering legislation, violate provincial gaming laws or prejudice
the integrity of gaming, the provincial lottery corporations may terminate one or more of our operational services agreements. If
one or more of the operational services agreements are terminated, this will seriously impact the business.
Furthermore, our entertainment operations are contingent upon obtaining and maintaining all necessary licenses, permits,
approvals, registrations, findings of suitability, orders and authorizations. The laws, regulations and ordinances requiring these
licenses, permits and other approvals generally relate to the responsibility, financial stability and character of the owners and
managers of our entertainment operations, as well as persons financially interested or involved in our entertainment operations. In
connection with our recently completed acquisition of Scientific Games Lottery, we are subject to additional laws and regulations
relating to the lottery business in various countries in which Scientific Games Lottery operates.
Regulatory authorities have broad powers to request detailed financial and other information, to limit, condition, suspend
or revoke a registration, gaming license or related approvals to approve changes in our operations, and to levy fines or require
forfeiture of assets for violations of gaming laws or regulations. Complying with gaming laws, regulations and license
requirements is costly. Any change in the laws, regulations or licenses applicable to our business or a violation of any current or
future laws or regulations applicable to our business or gaming licenses could require us to make substantial expenditures or
forfeit assets, and would negatively affect our entertainment operations.
Our construction operations are vulnerable to the cyclical nature of the construction market.
The demand for our construction operations, including scaffolding services, is dependent upon the existence of projects
with engineering, procurement, construction and management needs. For example, a substantial portion of the revenues from our
construction operations derives from residential, commercial and office projects in Australia and the U.K. Capital expenditures by
our clients may be influenced by factors such as prevailing economic conditions and expectations about economic trends,
technological advances, consumer confidence, domestic and international political, military, regulatory and economic conditions
and other similar factors.
Our revenues and earnings from our construction operations are largely dependent on the award of new contracts
which we do not directly control.
A substantial portion of the revenues and earnings of our construction operations, including scaffolding services, is
generated from large-scale project awards. The timing of project awards is unpredictable and outside of our control. Awards often
involve complex and lengthy negotiations and competitive bidding processes. These processes can be impacted by a wide variety
of factors including a client’s decision to not proceed with the development of a project, governmental approvals, financing
contingencies and overall market and economic conditions. We may not win contracts that we have bid upon due to price, a
client’s perception of our ability to perform and/or perceived technology advantages held by others. Many of our competitors may
be inclined to take greater or unusual risks or agree to terms and conditions in a contract that we might not deem acceptable.
Because a significant portion of our construction operations’ revenues is generated from large projects, the results of our
construction operations can fluctuate quarterly and annually depending on whether and when large project awards occur and the
commencement and progress of work under large contracts already awarded. As a result, we are subject to the risk of losing new
awards to competitors or the risk that revenues may not be derived from awarded projects as quickly as anticipated.
Brookfield Business Partners
21
Our construction operations may experience reduced profits or losses under contracts if costs increase above
estimates.
Generally, our construction operations, including scaffolding services, are performed under contracts that include cost
and schedule estimates in relation to our services. Inaccuracies in these estimates may lead to cost overruns that may not be paid
by our clients, thereby resulting in reduced profits or in losses. If a contract is significant or there are one or more events that
impact a contract or multiple contracts, cost overruns could have a material impact on our reputation or our financial results,
negatively impacting the financial condition, results of operations or cash flow of our construction operations. A portion of our
ongoing construction projects are in fixed-price contracts, where we bear a significant portion of the risk for cost overruns.
Reimbursable contract types, such as those that include negotiated hourly billing rates, may restrict the kinds or amounts of costs
that are reimbursable, therefore exposing us to risk that we may incur certain costs in executing these contracts that are above our
estimates and not recoverable from our clients. If our construction operations fail to accurately estimate the resources and time
necessary for these types of contracts, or fail to complete these contracts within the timeframes and costs we have agreed upon,
there could be a material impact on the financial results as well as reputation of our construction operations. Risks under our
construction contracts which could result in cost overruns, project delays or other problems can also include:
•
•
•
•
•
•
•
•
difficulties related to the performance of our clients, partners, subcontractors, suppliers or other third parties;
changes in local laws or difficulties or delays in obtaining permits, rights of way or approvals;
unanticipated technical problems, including design or engineering issues;
insufficient or inadequate project execution tools and systems needed to record, track, forecast and control cost
and schedule;
unforeseen increases in, or failures to, properly estimate the cost of raw materials, components, equipment, labor or the
inability to timely obtain them;
delays or productivity issues caused by weather conditions;
incorrect assumptions related to productivity, scheduling estimates or future economic conditions; and
project modifications creating unanticipated costs or delays.
These risks tend to be exacerbated for longer-term contracts because there is an increased risk that the circumstances
under which we based our original cost estimates or project schedules will change with a resulting increase in costs. In many of
these contracts, we may not be able to obtain compensation for additional work performed or expenses incurred, and if a project is
not executed on schedule, we may be required to pay liquidated damages. In addition, these losses may be material and can, in
some circumstances, equal or exceed the full value of the contract. In such circumstances, the financial condition, results of
operations and cash flow of our construction operations could be negatively impacted.
We enter into performance guarantees which may result in future payments.
In the ordinary course of our construction operations, including scaffolding services, we enter into various agreements
providing performance assurances and guarantees to clients on behalf of certain unconsolidated and consolidated partnerships,
joint ventures and other jointly executed contracts. These agreements are entered into primarily to support the project execution
commitments of these entities. The performance guarantees have various expiration dates ranging from mechanical completion of
the project being constructed to a period extending beyond contract completion in certain circumstances. Any future payments
under a performance guarantee could negatively impact the financial condition, results of operations and cash flow of our
construction operations.
Our construction operations operate under various types of contracts.
Our construction operations perform under a variety of contract types, including lump sum, guaranteed maximum price,
cost reimbursable, schedule of rates, managing contractor, construction management and design-build. Some forms of
construction contracts carry more risk than others. We attempt to maintain a diverse mix of contracts to prevent overexposure to
the risk profile of any particular contractual structure; however, conditions influencing both private sector and public authority
clients may alter the mix of available projects and contractual structures that our construction operations undertake.
22
Brookfield Business Partners
In most instances, our construction operations guarantee to its clients that they will complete a project by a scheduled
date. If the project subsequently fails to meet the scheduled date, we could incur additional costs or penalties commonly referred
to as liquidated damages, which are usually capped. Although we attempt to negotiate waivers of consequential loss, on some
contracts there is some liability, which is also usually capped. There can also be a liability where certain performance standards
are not met. Such penalties may be significant and could impact our construction operations’ financial position or results of future
operations. Furthermore, schedule delays may also reduce profitability because staff may be prevented from pursuing and
working on new projects. Project delays may also reduce customer satisfaction, which could impact future awards.
Entitlement to contractual relief for increased costs and/or extension of time to complete work due to the direct and
indirect impacts of the COVID-19 pandemic vary across the many contracts that our construction operations have entered into.
Some contracts provide full relief, while others are vague or silent or explicitly limit the client’s obligation to provide relief. From
the outset of the COVID-19 pandemic, our construction operations have pursued and continues to pursue various contractual
entitlement mechanisms to recover increased costs and/or extend timeframes to complete work. Whether we succeed in
recovering such increased costs and extending such timeframes may depend on factors that vary on a project-by-project basis,
including contract type, contract language, client receptiveness, and the probability of and extent to which the COVID-19
pandemic impacts project execution.
Our construction operations are highly impacted by macroeconomic factors.
Our construction operations profitability is closely tied to the general state of the economy in those geographic areas in
which we operate including North America, Europe, Australia and the Middle East, all of which have experienced and continue to
experience varying degrees of adverse impacts due to the COVID-19 pandemic. More specifically, the demand for construction
and infrastructure development services, which is the principal component of our construction operations, would typically be the
largest single driver of our construction operations’ growth and profitability. In periods of strong economic growth, there is
generally an increase in the number of opportunities available in the construction and infrastructure development industry as
capital spending increases. In periods of weak economic growth, the demand for our construction operation services from private
sector and public authority clients may be adversely affected.
The COVID-19 pandemic is expected to continue to impact our construction operations’ ability to fully achieve its
business objectives until there is greater dissemination of effective mass-produced vaccines worldwide and a broader and
sustained relaxation of public health measures. The ongoing uncertainties regarding the mid- to long-term economic impact of the
COVID-19 pandemic, a prolonged economic downturn in the markets in which we operate, related constraints on public sector
funding, including as a result of government deficits due to unprecedented fiscal and monetary stimulus measures to bolster the
economy in response to the impacts of the COVID-19 pandemic, and the ultimate ability of government action to contribute to an
economic rebound will continue to impact our construction operations’ clients and its business in 2022 and beyond and may have
a significant adverse impact on our construction operations.
Climate change and transitioning to a lower carbon economy may impact our construction operations.
Many of our construction operations’ activities are performed outdoors. The probability and unpredictability of extreme
weather events and other associated incidents may continue to increase due to climate change and we may continue to see longer-
term shifts in climate patterns. Increases in the severity and/or frequency of weather conditions due to climate change such as
earthquakes, hurricanes, tornadoes, fires, floods, droughts and similar events, may cause more regular and severe interruptions in
our construction operations. Severe weather events may also impact the availability and cost of raw materials and may impact the
raw materials supply chain and disrupt key manufacturing facilities.
In addition, the transition to a lower-carbon economy has the potential to be disruptive to traditional business models and
investment strategies. Our construction operations’ private and/or public-sector clients may shift their infrastructure priorities due
to changes in project funding, regulatory requirements or public perception. This risk can be mitigated to an extent by identifying
changing market demands to offset lower demand in some sectors with opportunities in others, forming strategic partnerships and
pursuing sustainable innovations. Government action to address climate change may involve economic instruments such as
carbon and energy consumption taxes, restrictions on economic sectors, such as cap-and-trade, increasing efficiency standards and
more stringent regulation and reporting of greenhouse gas emissions that could also impact our construction operations’ current or
potential clients operating in industries that extract, distribute and transport fossil fuels.
Brookfield Business Partners
23
There are risks associated with our modular building leasing services operations in Europe and Asia.
Our modular building leasing services operations principally generates revenues through the rental of modular units. Our
modular building leasing services operations’ results of operations could be adversely affected by declines in demand for its rental
units. Demand for its rental units could be affected by a number of factors, including geopolitical uncertainty, competition and
saturation in the European and Asian markets. Prevailing general and local economic conditions may also negatively affect the
demand for rental units, particularly from current and potential customers that are small- and mid-sized businesses and may be
disproportionately affected by adverse economic conditions.
There are risks associated with our non-bank financial services operations.
The primary factors that could adversely affect our non-bank financial services operations and reduce its ability to
provide financing services at competitive rates include the sufficiency, availability and cost of sources of financing, including
credit facilities, securitization programs and secured and unsecured debt issuances; the performance of loans and leases in our
non-bank financial services operations portfolio, which could be materially affected by charge-offs, delinquencies and
prepayments; fluctuations in interest rates and currencies; competition for customers from commercial banks, credit unions,
vehicle manufacturers and other financing and leasing companies; and changes to financial sector regulation, supervision,
enforcement and licensing, in particular as it relates to non-bank financial companies such as IndoStar.
Risks Relating to Our Infrastructure Services Operations
We and our customers operate in a politically sensitive environment, and the public perception of nuclear power and
radioactive materials can affect our customers and us.
Our infrastructure services business includes nuclear technology services operations, which is a politically sensitive
environment. Opposition by third parties to particular projects, including in connection with any incident involving the potential
discharge of radioactive materials, could affect our customers and nuclear technology services operations. Adverse public reaction
could also lead to increased regulation, limitations on the activities of our customers, more onerous operating requirements or
other conditions that could have a material adverse impact on our customers’ and nuclear technology services operations.
Nuclear power plant operations are also potentially subject to disruption by a nuclear accident. A future accident at a
nuclear reactor anywhere in the world could result in the shutdown of existing plants or impact the continued acceptance by the
public and regulatory authorities of nuclear energy and the future prospects for nuclear generators, each of which could have a
material adverse impact on us.
Furthermore, accidents, terrorism, natural disasters or other incidents occurring at nuclear facilities or involving
shipments of nuclear materials or technological changes could reduce the demand for nuclear services.
Our nuclear technology services operations are highly regulated by U.S. and foreign governments, including under
the U.S. Nuclear Regulatory Commission, the U.S. Department of Energy, as well as state and foreign laws, and could be
significantly impacted by changes in government policies and priorities.
The international nuclear fuel and power industries are heavily regulated and impacted by government policies. Our
nuclear technology services operations are subject to regulation by the U.S. Nuclear Regulatory Commission, or NRC. The NRC
and other regulators have granted licenses to certain of our facilities which are necessary for the ongoing operations of such
facilities. The NRC has the authority to issue notices of violation for violations of the Atomic Energy Act of 1954, as amended,
the NRC regulations and conditions of licenses, certificates of compliance, or orders. The NRC also has the authority to impose
civil penalties or additional requirements and to order cessation of operations for such violations. Penalties under the NRC
regulations could include substantial fines, imposition of additional requirements or withdrawal or suspension of licenses or
certificates. Any penalties imposed could have an adverse effect on our nuclear technology services operations’ business,
financial condition, and results of operations. The NRC also has the authority to issue new regulatory requirements or to change
existing requirements. Changes to the regulatory requirements could also adversely affect our nuclear technology services
operations’ business, financial condition, and results of operations.
Certain of our nuclear technology services operations are subject to U.S. Department of Energy regulations and
contractual requirements, and certain of our facilities are regulated by various state laws. State or federal agencies may have the
authority to impose civil penalties and additional requirements which could adversely affect our nuclear technology services
operations’ business, financial condition, and results of operations.
24
Brookfield Business Partners
Changes in U.S. or foreign government policies and priorities can impact our nuclear technology services operations and
the nuclear power industry in general. These include changes in interpretations of regulatory requirements, increased inspection or
enforcement activities, changes in budgetary priorities, changes in tax laws and regulations and other actions. Any such changes
could also adversely affect our nuclear technology services’ business, financial condition, and results of operations.
Nuclear power plants, and the products and services our business provides are highly sophisticated and specialized,
and a major product failure or similar event could adversely affect our business, reputation, financial position and results of
operations.
Our nuclear technology services operations produces highly sophisticated products and provides specialized services that
incorporate or use complex or leading-edge technology, including both hardware and software. Many of our products and services
involve complex industrial machinery or infrastructure projects, such as nuclear power generation and the manufacture of nuclear
fuel rods, and accordingly a catastrophic product failure or similar event could have a significant impact on our nuclear
technology services operations. While our products and services meet rigorous quality standards, there can be no assurance that
we or our customers or other third parties will not experience operational process or product failures and other problems,
including as a result of outdated technology, or through manufacturing or design defects, process or other failures of contractors
or third-party suppliers, cyber-attacks or other intentional acts, that could result in potential product, safety, regulatory or
environmental risks.
A failure of the nuclear power industry to expand could adversely affect our nuclear technology services operations.
The expansion of nuclear power depends on the pace of deployment and there are substantial uncertainties about the pace
of these deployments. In addition, nuclear energy competes with other sources of energy, including natural gas, coal and
hydroelectricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer
term. Sustained lower prices of natural gas, coal and hydro-electricity, as well as the possibility of developing other low cost
sources for energy, may result in lower demand for nuclear energy.
If the nuclear power industry fails to expand, or if there is a reduction in demand by electric utilities for nuclear fuel rods
for any reason, it would adversely affect our nuclear technology services operations and its results of operations, financial
condition and prospects and could impact the market price of the units.
We may experience increased costs and decreased cash flows due to compliance with regulations related to nuclear
services regulations.
Risks associated with nuclear projects, due to their size, construction duration and complexity, may be increased by new
and modified permit, licensing and regulatory approvals and requirements that can be even more stringent and time consuming
than similar processes for conventional construction projects. Our nuclear technology services operations and its customers are
subject to numerous regulations, including the applicable U.S. regulatory bodies, such as the NRC, and non-U.S. regulatory
bodies, such as the International Atomic Energy Agency and the EU, which can have a substantial effect on our service provider
to the nuclear power generation industry. Delays in receiving necessary approvals, permits or licenses, failure to maintain
sufficient compliance programs, or other problems encountered during construction (including changes to such regulatory
requirements) could significantly increase our costs and have an adverse effect on our results of operations, financial position and
cash flows. In the event of non-compliance, regulatory agencies may increase regulatory oversight, impose fines or shut down our
operations, depending upon the assessment of the severity of the situation. Revised security and safety requirements promulgated
by these bodies could necessitate substantial capital and other expenditures.
If we do not have adequate indemnification for our nuclear services, it could adversely affect our nuclear technology
services operations and financial condition.
The Price-Anderson Nuclear Industries Indemnity Act, commonly called the PAA, is a U.S. federal law, which, among
other things, regulates radioactive materials and the nuclear energy industry, including liability and compensation in the event of
nuclear related incidents. The PAA provides certain protections and indemnification to nuclear energy plant operators and U.S.
Department of Energy contractors. The PAA protections and indemnification apply to us as part of our services to the U.S.
nuclear industry. Our nuclear technology services operations also offer similar services in other jurisdictions outside the U.S. For
those jurisdictions, varying levels of nuclear liability protection is provided by international treaties, and/or domestic laws. If an
incident or evacuation is not covered under PAA indemnification, international treaties and/or domestic laws, we could be held
liable for damages, regardless of fault. Although we expect to have insurance coverage for such liabilities, such coverage may not
be sufficient, and accordingly such liabilities could have an adverse effect on our results of operations and financial condition.
We offer similar services in other jurisdictions outside the U.S. For those jurisdictions, varying levels of nuclear liability
protection is provided by international treaties, and/or domestic laws.
Brookfield Business Partners
25
Growth of our marine transportation and offshore oil production-related services business depends on continued
growth in global and regional demands for such services.
Our marine transportation and offshore oil production-related services business depends on continued growth in global
and regional demands for such services, which could be negatively affected by a number of factors, including:
•
•
•
•
•
•
•
decreases in the actual or projected price of oil, which could lead to a reduction in or termination of production of oil at
certain fields we service or a reduction in exploration for or development of new offshore oil fields;
increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the
development of new, pipeline systems in markets we may serve, the conversion of existing non-oil pipelines to oil
pipelines in those markets, or the termination of production or abandonment of an oil field;
decreases in the consumption of oil due to increases in its price relative to other energy sources, other factors making
consumption of oil less attractive, or energy conservation measures;
significant installment payments for acquisitions of newbuilding vessels or for the conversion of existing vessels prior to
their delivery and generation of revenues;
reliance on a limited number of customers for a substantial majority of our revenues and on joint venture partners to
assist us in operating our businesses and competing in our markets;
availability of new, alternative energy sources; and
negative global or regional economic or political conditions, particularly in oil consuming regions, which could reduce
energy consumption or its growth. Reduced demand for offshore marine transportation, processing, storage services,
offshore accommodation or towing and offshore installation services would have a material adverse effect on our future
growth and could harm our business, results of operations and financial condition.
Marine transportation and oil production is inherently risky, particularly in the extreme conditions in which many of
our vessels operate. An incident involving significant loss of product or environmental contamination by any of our vessels
could harm our reputation and business.
Vessels and their cargoes and oil production facilities we service are at risk of being damaged or lost because of events
such as:
• marine disasters;
•
bad weather;
• mechanical failures;
•
•
•
•
grounding, capsizing, fire, explosions and collisions;
piracy;
human error; and
war and terrorism.
A portion of our shuttle tanker fleet and our towage fleet, an FSO unit, the Voyageur Spirit and Petrojarl Knarr FPSO
units operate in the North Sea. Harsh weather conditions in this region and other regions in which our vessels operate may
increase the risk of collisions, oil spills, or mechanical failures.
An accident involving any of our vessels could result in any of the following:
death or injury to persons, loss of property or damage to the environment and natural resources;
delays in the delivery of cargo;
loss of revenues from charters or contracts of affreightment;
liabilities or costs to recover any spilled oil or other petroleum products and to restore the eco-system affected by the
spill;
governmental fines, penalties or restrictions on conducting business;
•
•
•
•
•
26
Brookfield Business Partners
•
•
higher insurance rates; and
damage to our reputation and customer relationships generally.
Any of these results could have a material adverse effect on our business, financial condition and operating results. In
addition, any damage to, or environmental contamination involving, oil production facilities serviced could suspend that service
and result in loss of revenues.
Our recontracting of existing vessels and our future growth depends on our ability to expand relationships with
existing customers and obtain new customers, for which we expect to face substantial competition.
One of our principal objectives is to enter into additional long-term, fixed-rate time charters and contracts of
affreightment, including the redeployment of our assets as their current charter contracts expire. The process of obtaining new
long-term time charters and contracts of affreightment is highly competitive and generally involves an intensive screening process
and competitive bids, and often extends for several months. Shuttle tanker, FSO, FPSO, towing and offshore installation vessel
and UMS contracts are awarded based upon a variety of factors relating to the vessel operator, including:
•
•
•
•
•
•
•
industry relationships and reputation for customer service and safety;
experience and quality of ship operations;
quality, experience and technical capability of the crew;
relationships with shipyards and the ability to get suitable berths;
construction management experience, including the ability to obtain on-time delivery of new vessels or conversions
according to customer specifications;
willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force
majeure events; and
competitiveness of the bid in terms of overall price.
We expect competition for providing services for potential offshore projects from other experienced companies,
including state-sponsored entities. Our competitors may have greater financial resources than us. This increased competition may
cause greater price competition for charters. As a result of these factors, we may be unable to expand our relationships with
existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our
business, results of operations and financial condition.
There are risks related to our scaffolding services business.
Our scaffolding services business is subject to the risks inherent to our construction operations, including risks relating to
seasonal fluctuations in the demand for our services, the timing of large-scale project awards which we do not directly control,
fixed price contracts and reduced profits or losses if costs increase above estimates, performance assurances and guarantees which
may result in future payments, a dependence on labor and performance being materially impacted by a lack of availability of labor
force or increases in the cost of labor available, and operational hazards that could result in personal injury or death, work
stoppage or serious damage to our equipment on the property of our customers. As a result of COVID-19, our scaffolding services
business has experienced ongoing restrictions to customer sites and delayed project starts within its U.S. operations. These delays
and any similar delays we may experience in the future may have a negative impact on our future results.
Risks Relating to our Industrials Operations
Decreased demand from our customers in the automotive industry may adversely affect the results of operations for
our automotive battery business.
The financial performance of our automotive battery business depends, in part, on conditions in the automotive industry.
There have been declines in the North American, European and Asian automotive production levels, which if not offset by
aftermarket demand could reduce our sales and adversely affect our results of operations. In addition, if any OEMs reach a point
where they cannot fund their operations, we may incur write-offs of accounts receivable, incur impairment charges or require
additional restructuring actions beyond our current restructuring plans, which, if significant, would have a material adverse effect
on our automotive battery business and results of operations. Equipment volumes of automotive batteries have been impacted by
COVID-19. We can provide no assurance as to the timing or extent of volume recovery in the future, and accordingly, our future
results may be adversely affected.
Brookfield Business Partners
27
An inability to successfully respond to competition and pricing pressures from other companies in the same industry
may adversely impact our automotive battery business.
Our automotive battery business competes with a number of major manufacturers and distributors of automotive
batteries, as well as a large number of smaller, regional competitors. The North American, European and Asian automotive
battery markets are highly competitive. The manufacturers in these markets compete on price, quality, technical innovation,
service and warranty. Additionally, our automotive battery business faces significant pricing pressures from customers, which
results in other market participants looking to compete on price and other contractual terms. If we are unable to remain
competitive and maintain market share in the regions and markets we serve, the financial condition and results of operations of
our automotive battery business may be adversely affected.
Volatility in commodity prices may adversely affect the results of operations of our automotive battery business.
Lead is a major component of automotive batteries, and the price of lead may be highly volatile. We attempt to manage
the impact of changing lead prices through the recycling of used batteries returned to us by our aftermarket customers,
commercial terms and commodity hedging programs. Our ability to mitigate the impact of lead price changes is subject to many
factors, including customer negotiations, inventory level fluctuations and sales volume/mix changes, any of which could have an
adverse effect on the results of operations of our automotive battery business.
A variety of other factors could adversely affect the results of operations of our automotive battery business.
Any of the following could materially and adversely impact the results of operations of our automotive battery business:
volatility in the price of lead; loss of, or changes in, automobile battery supply contracts with our large original equipment and
aftermarket customers; the increasing quality and useful life of batteries or use of alternative battery technologies, both of which
may adversely impact the automotive battery market, including replacement cycle; delays or cancellations of new vehicle
programs; market and financial consequences of any recalls that may be required on our products; delays or difficulties in new
product development, including lithium-ion technology; impact of potential increases in lithium-ion battery volumes on
established battery volumes as lithium-ion battery technology improves and costs become more competitive; financial instability
or market declines of our customers or suppliers; slower than projected market development in emerging markets; interruption of
supply of certain single-source components; changing nature of our joint ventures and relationships with our strategic business
partners; unseasonable weather conditions in various parts of the world; our ability to secure sufficient tolling capacity to recycle
batteries; price and availability of battery cores used in recycling; and the pace of the development of the market for hybrid and
electric vehicles.
There are risks associated with our water, wastewater and industrial water treatment businesses in Brazil.
Our water and wastewater operations subject us to the risks incidental to the ownership and operation of such businesses
in Brazil, any of which may adversely affect our financial condition, results of operations and cash flows, including the following
risks:
•
•
•
The government may impose restrictions on water usage as a response to regional or seasonal drought, which may result
in decreased use of water services, even if our water supplies are sufficient to serve our customers. Moreover, reductions
in water consumption, including changed consumer behavior, may persist even after drought restrictions are repealed and
the drought has ended.
Our water and wastewater operations will require significant capital expenditures and may suffer if we fail to secure
appropriate funding to make investments, or if we experience delays in completing major capital expenditure projects.
In the event that water contamination occurs, there may be injury, damage or loss of life to our customers, employees or
others, in addition to government enforcement actions, litigation, adverse publicity and reputational damage.
• Water and wastewater businesses may be subject to organized efforts to convert their assets to public ownership and
operation through exercise of the governmental power of eminent domain, or another similar authorized process.
Moreover, there is a risk that any efforts to resist may be costly, distracting or unsuccessful.
• Water related businesses are subject to extensive governmental economic regulation including with respect to the
approval of rates.
•
The Brazilian government has historically exercised, and continues to exercise, significant influence over the Brazilian
economy. Brazilian political and economic conditions may adversely affect our water and wastewater operations in
Brazil.
28
Brookfield Business Partners
•
Political and economic conditions directly affect our water and wastewater operations and can result in a material
adverse effect on our water and wastewater operations’ business, financial condition and results of operations.
Macroeconomic policies imposed by the Brazilian government can have a significant impact on Brazilian companies or
companies with significant operations in Brazil.
• We cannot control or predict whether the current Brazilian government will implement changes to existing policies or the
impact any such changes may have on our water and wastewater operations in Brazil. Our water and wastewater
operations, operating results, financial condition and prospects may all be affected by any change in the macroeconomic
conditions in Brazil.
There are risks associated with our solar power generator distributor business in Brazil.
The solar energy industry is highly competitive and also competes with large utilities. Decreases in the retail prices of
electricity from utilities or other renewable energy sources could harm our ability to distribute solar power generators. In addition,
there may be certain governmental rebates, tax credits and other financial incentives that are made available with respect to solar
energy products. However, these incentives may expire, end when the allocated funding is exhausted or be reduced or terminated
as solar energy adoption rates increase.
Our solar power generator distributor business is affected by conditions in the solar power market and industry. The solar
power market and industry may from time to time experience oversupply. When this occurs, many solar power product
distributors that purchase solar power products, including solar modules from manufacturers, may be adversely affected. If the
supply of solar modules grows faster than demand, and if governments reduce financial support for the solar industry and impose
trade barriers for solar power products, demand and the average selling price for our products could be materially and adversely
affected.
The solar power market is still at a relatively early stage of development and future demand for solar power products and
services is uncertain. In addition, demand for solar power generators in Brazil may not develop or may develop to a lesser extent
than we anticipate. Many factors may affect the viability of solar power technology and the demand for solar power generators. If
solar power technology is not suitable for widespread adoption or if sufficient demand for solar power products and services does
not develop or takes longer to develop than we anticipate, our revenues may suffer and we may be unable to sustain our
profitability.
Our oil and gas operations are subject to all the risks normally incidental to oil and gas exploration, development
and production.
Our oil and gas operations are subject to all the risks normally incidental to oil and gas development and production,
including but not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
blowouts, cratering, explosions and fires;
adverse weather effects;
environmental hazards such as gas leaks, oil spills, pipeline and vessel ruptures and unauthorized discharges of gasses,
brine, well stimulation and completion fluids or other pollutants into the surface and subsurface environment;
high costs, shortages or delivery delays of equipment, labor or other services or water and sand for hydraulic fracturing;
facility or equipment malfunctions, failures or accidents;
title problems;
pipe or cement failures or casing collapses;
compliance with environmental and other governmental requirements;
lost or damaged oilfield workover and service tools;
unusual or unexpected geological formations or pressure or irregularities in formations;
natural disasters; and
the availability of critical materials, equipment and skilled labor.
Brookfield Business Partners
29
The marketability of our oil and gas production is dependent upon compressors, gathering lines, pipelines and other
facilities, certain of which we do not control. When these facilities are unavailable, our operations can be interrupted and our
revenues reduced.
The marketability of our oil and gas production depends in part upon the availability, proximity and capacity of oil and
gas pipelines owned by third parties. In general, we do not control these transportation facilities and our access to them may be
limited or denied. A significant disruption in the availability of these transportation facilities or compression and other production
facilities could adversely impact our ability to deliver to market or produce our oil and gas and thereby result in our inability to
realize the full economic potential of our production.
If any of the third party pipelines and other facilities and service providers upon which we depend to move production to
market become partially or fully unavailable to transport or process our production, or if quality specifications or physical
requirements such as compression are altered by such third parties so as to restrict our ability to transport our production on those
pipelines or facilities, our revenues could be adversely affected.
Exploration and development may not result in commercially productive assets.
Exploration and development involve numerous risks, including the risk that no commercially productive asset will
result from such activities. The exploration and development activities of our industrial operations may not be successful and, if
unsuccessful, such failure could have an adverse effect on our future results of operations and financial condition.
Our industrial manufacturing operations are dependent on supplies of raw materials and results of operations could
deteriorate if that supply is substantially disrupted for an extended period.
Raw material supply factors such as allocations, economic cyclicality, seasonality, pricing, quality, timeliness of
delivery, transportation and warehousing costs may affect the raw material sourcing decisions we make. In the event of significant
unanticipated increase in demand for our products, we may in the future be unable to manufacture certain products in a quantity
sufficient to meet customer demand in any particular period without an adequate supply of raw materials.
The various raw materials used in our industrial operations are sourced and traded throughout the world and are subject
to pricing volatility. Although we try to manage our exposure to raw material price volatility through the pricing of our products,
there can be no assurance that the industry dynamics will allow us to continue to reduce our exposure by passing on raw material
price increases to our customers.
Our derivative risk management activities could result in financial losses.
In the past, commodity prices have been extremely volatile, and we expect this volatility to continue. To mitigate the
effect of commodity price volatility on the results of our industrial operations, our strategy is to enter into derivative arrangements
covering a portion of our resource production. These derivative arrangements are subject to mark-to-market accounting treatment,
and the changes in fair value of the contracts will be reported in our statements of operations each quarter, which may result in
significant non-cash gains or losses. These derivative contracts may also expose us to risk of financial loss in certain
circumstances, including when production is less than the contracted derivative volumes, the counterparty to the derivative
contract defaults on its contract obligations or the derivative contracts limit the benefit our industrial operations would otherwise
receive from increases in commodity prices.
Risks Relating to our Relationship with Brookfield
Brookfield exercises substantial influence over us and we are highly dependent on the Service Providers.
Brookfield is the sole shareholder of the BBU General Partner. As a result of its ownership of the BBU General Partner,
Brookfield is able to control the appointment and removal of the BBU General Partner’s directors and, accordingly, exercise
substantial influence over our company and over the Holding LP, for which our company is the managing general partner. In
addition, the Service Providers, being wholly-owned subsidiaries of Brookfield, provide management and administration services
to us pursuant to our Master Services Agreement. Our company and the Holding LP generally do not have any employees and
depends on the management and administration services provided by the Service Providers. Other subsidiaries of Brookfield also
provide management services to certain of our operating subsidiaries. The Brookfield Personnel, and support staff that provide
services to us are not required to have as their primary responsibility the management and administration of our company or the
Holding LP, or to act exclusively for either of us. Any failure to effectively manage our current operations or to implement our
strategy could have a material adverse effect on our business, financial condition and results of operations.
30
Brookfield Business Partners
Brookfield has no obligation to source acquisition opportunities for us and we may not have access to all acquisitions
that Brookfield identifies.
Our ability to grow depends on Brookfield’s ability to identify and present us with acquisition opportunities. Brookfield
established our company to be Brookfield’s flagship public company for its services and industrial operations. However,
Brookfield has no obligation to source acquisition opportunities for us. In addition, Brookfield has not agreed to commit to any
minimum level of dedicated resources for the pursuit of acquisitions. There are a number of factors which could materially and
adversely impact the extent to which suitable acquisition opportunities are made available from Brookfield, including:
•
•
•
•
It is an integral part of Brookfield’s (and our) strategy to pursue acquisitions through consortium arrangements with
institutional partners, strategic partners and/or financial sponsors and to form partnerships (including private funds, joint
ventures and similar arrangements) to pursue such acquisitions on a specialized or global basis. Although Brookfield has
agreed with us that it will not enter any such arrangements that are suitable for us without giving us an opportunity to
participate in them, there is no minimum level of participation to which we will be entitled;
The same professionals within Brookfield’s organization that are involved in sourcing acquisitions that are suitable for us
are responsible for sourcing opportunities for the vehicles, consortiums and partnerships referred to above, as well as
having other responsibilities within Brookfield’s broader asset management business. Limits on the availability of such
individuals could result in a limitation on the number of acquisition opportunities sourced for us;
Brookfield will only recommend acquisition opportunities that it believes are suitable and appropriate for us. Our focus
is on assets where we believe that our operations-oriented strategy can be deployed to create value in our services and
industrial operations. Accordingly, opportunities where Brookfield cannot play an active role in influencing the
underlying business or managing the underlying assets may not be consistent with our acquisition strategy and, therefore
may not be suitable for us, even though they may be attractive from a purely financial perspective. Legal, regulatory, tax
and other commercial considerations will likewise be an important consideration in determining whether an opportunity
is suitable and/or appropriate for us and will limit our ability to participate in certain acquisitions; and
In addition to structural limitations, the question of whether a particular acquisition is suitable and/or appropriate is
highly subjective and is dependent on a number of portfolio construction and management factors including our liquidity
position at the relevant time, the expected risk-return profile of the opportunity, its fit with the balance of our investments
and related operations, other opportunities that we may be pursuing or otherwise considering at the relevant time, our
interest in preserving capital in order to secure other opportunities and/or to meet other obligations, and other factors. If
Brookfield determines that an opportunity is not suitable or appropriate for us, it may still pursue such opportunity on its
own behalf, or on behalf of a Brookfield-sponsored vehicle, consortium or partnership such as Brookfield Property
Partners, Brookfield Infrastructure Partners, Brookfield Renewable Partners, and one or more Brookfield-sponsored
private funds or other investment vehicles or programs.
In making determinations about acquisition opportunities and investments, consortium arrangements or partnerships,
Brookfield may be influenced by factors that result in a misalignment or conflict of interest. See Item 7.B., “Related Party
Transactions - Conflicts of Interest and Fiduciary Duties”.
Among others, we may pursue acquisition opportunities indirectly through investments in Brookfield-sponsored
vehicles, consortiums and partnerships or directly (including by investing alongside such vehicles, consortiums and partnerships).
Any references in this Item 3.D., “Risk Factors” to our acquisitions, investments, assets, expenses, portfolio companies or other
terms should be understood to mean such items held, incurred or undertaken directly by us or indirectly by us through our
investment in such Brookfield-sponsored vehicles, consortiums and partnerships.
We rely on related parties for a portion of our revenues, particularly in respect of our construction operations.
We may enter into contracts for services or other engagements with related parties, including Brookfield. For example,
our construction services business provides construction services to properties owned and operated by Brookfield. We are subject
to risks as a result of our reliance on these related parties, including the risk that the business terms of our arrangements with them
are not as fair to us and that our management is subject to potential conflicts of interest that may not be resolved in our favor. In
addition, if our transactions with these related parties cease, it could have a material adverse effect on our business, financial
condition and results of operations.
Brookfield Business Partners
31
The departure of some or all of Brookfield’s professionals could prevent us from achieving our objectives.
We depend on the diligence, skill and business contacts of Brookfield’s professionals and the information and
opportunities they generate during the normal course of their activities. Our future success will depend on the continued service of
these individuals, who are not obligated to remain employed with Brookfield. Brookfield has experienced departures of key
professionals in the past and may do so in the future, and we cannot predict the impact that any such departures will have on our
ability to achieve our objectives. The departure of a significant number of Brookfield’s professionals for any reason, or the failure
to appoint qualified or effective successors in the event of such departures, could have a material adverse effect on our ability to
achieve our objectives. Our Limited Partnership Agreement and our Master Services Agreement do not require Brookfield to
maintain the employment of any of its professionals or to cause any particular professionals to provide services to us or on
our behalf.
Control of our company and/or the BBU General Partner may be transferred to a third party without unitholder
consent.
The BBU General Partner may transfer its general partnership interest to a third party in a merger or consolidation or in a
transfer of all or substantially all of its assets. Furthermore, at any time, the shareholder of the BBU General Partner may sell or
transfer all or part of its shares in the BBU General Partner. Unitholder consent will not be sought in either case. If a new owner
were to acquire ownership of the BBU General Partner and to appoint new directors or officers of its own choosing, it would be
able to exercise substantial influence over our policies and procedures and exercise substantial influence over our management
and the types of acquisitions that we make. Such changes could result in our capital being used to make acquisitions in which
Brookfield has no involvement or in making acquisitions that are substantially different from our targeted acquisitions.
Additionally, we cannot predict with any certainty the effect that any transfer in the control of our company or the BBU General
Partner would have on the trading price of our units or our ability to raise capital or make acquisitions in the future, because such
matters would depend to a large extent on the identity of the new owner and the new owner’s intentions. As a result, our future
would be uncertain and our business, financial condition and results of operations may suffer.
Brookfield may increase its ownership in our partnership, the Holding LP and/or BBUC relative to other unitholders
and shareholders.
Brookfield currently holds approximately 47.9% of the issued and outstanding interests in the Holding LP through
Special LP Units and Redemption-Exchange Units. The Redemption-Exchange Units are redeemable for cash or exchangeable for
our units in accordance with the Redemption-Exchange Mechanism, which could result in Brookfield eventually owning
approximately 64.9% of our issued and outstanding units (including other issued and outstanding units that Brookfield currently
owns).
Brookfield may also reinvest incentive distributions or dividends in exchange for Redemption-Exchange Units, our units
or BBUC exchangeable shares, class B shares or class C shares. Additional units of Holding LP acquired, directly or indirectly, by
Brookfield are redeemable for cash or exchangeable for our units in accordance with the Redemption-Exchange Mechanism. See
Item 10.B., “Memorandum and Articles of Association - Description of the Holding LP Limited Partnership Agreement -
Redemption-Exchange Mechanism” and Item 10.B., “Memorandum and Articles of Association - BBUC”. Brookfield may also
purchase additional units of our partnership or BBUC exchangeable shares in the market. Any of these events may result in
Brookfield increasing its ownership of our group or our company.
Our Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfield any
fiduciary duties to act in the best interests of our unitholders.
Our Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfield any duty
(statutory or otherwise) to act in the best interests of the Service Recipients, nor do they impose other duties that are fiduciary in
nature. As a result, the BBU General Partner, a wholly-owned subsidiary of Brookfield Asset Management, in its capacity as the
BBU General Partner, has sole authority to enforce the terms of such agreements and to consent to any waiver, modification or
amendment of their provisions, subject to approval by a majority of our independent directors in accordance with our conflicts
protocol.
32
Brookfield Business Partners
In addition, the Bermuda Limited Partnership Act of 1883, or the Bermuda Partnership Act, under which our company
and the Holding LP were established, does not impose statutory fiduciary duties on a general partner of a limited partnership in
the same manner that certain corporate statutes, such as the CBCA or the Delaware Revised Uniform Limited Partnership Act,
impose fiduciary duties on directors of a corporation. In general, under applicable Bermudian legislation, a general partner has
certain limited duties to its limited partners, such as the duty to render accounts, account for private profits and not compete with
the partnership in business. In addition, Bermudian common law recognizes that a general partner owes a duty of utmost good
faith to its limited partners. These duties are, in most respects, similar to duties imposed on a general partner of a limited
partnership under U.S. and Canadian law. However, to the extent that the BBU General Partner owes any such fiduciary duties to
our company and unitholders, these duties have been modified pursuant to our Limited Partnership Agreement as a matter of
contract law, with the exception of the duty of our General Partner to act in good faith, which cannot be modified. We have been
advised by Bermudian counsel that such modifications are not prohibited under Bermudian law, subject to typical qualifications
as to enforceability of contractual provisions, such as the application of general equitable principles. This is similar to Delaware
law which expressly permits modifications to the fiduciary duties owed to partners, other than an implied contractual covenant of
good faith and fair dealing.
Our Limited Partnership Agreement contains various provisions that modify the fiduciary duties that might otherwise be
owed to our company and our unitholders, including when conflicts of interest arise. Specifically, our Limited Partnership
Agreement states that no breach of our Limited Partnership Agreement or a breach of any duty, including fiduciary duties, may be
found for any matter that has been approved by a majority of the independent directors of the BBU General Partner. In addition,
when resolving conflicts of interest, our Limited Partnership Agreement does not impose any limitations on the discretion of the
independent directors or the factors which they may consider in resolving any such conflicts. The independent directors of the
BBU General Partner can, subject to acting in accordance with their own fiduciary duties in their capacity as a director of the
BBU General Partner, therefore take into account the interests of third parties, including Brookfield and, where applicable, any
Brookfield managed vehicle, consortium or partnership, when resolving conflicts of interest and may owe fiduciary duties to such
third parties, or Brookfield managed vehicle, consortium or partnership. Additionally, any fiduciary duty that is imposed under
any applicable law or agreement is modified, waived or limited to the extent required to permit the BBU General Partner to
undertake any affirmative conduct or to make any decisions, so long as such action is reasonably believed to be in, or not
inconsistent with, the best interests of our company.
In addition, our Limited Partnership Agreement provides that the BBU General Partner and its affiliates do not have any
obligation under our Limited Partnership Agreement, or as a result of any duties stated or implied by law or equity, including
fiduciary duties, to present business or acquisition opportunities to our company, the Holding LP, any Holding Entity or any other
holding entity established by us. They also allow affiliates of the BBU General Partner to engage in activities that may compete
with us or our activities. Additionally, any failure by the BBU General Partner to consent to any merger, consolidation or
combination will not result in a breach of our Limited Partnership Agreement or any other provision of law. Our Limited
Partnership Agreement prohibits our limited partners from advancing claims that otherwise might raise issues as to compliance
with fiduciary duties or applicable law. These modifications to the fiduciary duties are detrimental to our unitholders because they
restrict the remedies available for actions that might otherwise constitute a breach of fiduciary duty and permit conflicts of interest
to be resolved in a manner that may not be or is not in the best interests of our company or the best interests of our unitholders.
See Item 7.B., “Related Party Transactions - Conflicts of Interest and Fiduciary Duties”.
Our organizational and ownership structure may create significant conflicts of interest that may be resolved in a
manner that is not in our best interests or the best interests of our unitholders.
Our organizational and ownership structure involves a number of relationships that may give rise to conflicts of interest
between our partnership and our unitholders, on the one hand, and Brookfield and BBUC, on the other hand. For example, while
the BBUC board generally mirrors the board of the BBU General Partner, BBUC’s board of directors includes two additional
non-overlapping board members to assist BBUC with, among other things, resolving any conflicts of interest that may arise from
its relationship with our partnership. David Court and Michael Warren currently serve as the non-overlapping members of
BBUC’s board of directors. In certain instances, the interests of Brookfield or BBUC may differ from the interests of our
partnership and our unitholders, including with respect to the types of acquisitions made, the timing and amount of distributions
by our company, the redeployment of returns generated by our operations, the use of leverage when making acquisitions and the
appointment of outside advisors and service providers, including as a result of the reasons described under Item 7.B., “Related
Party Transactions - Conflicts of Interest and Fiduciary Duties”.
Brookfield Business Partners
33
In addition, the Service Providers, affiliates of Brookfield, provide management services to us pursuant to our Master
Services Agreement. Pursuant to our Master Services Agreement, the Holding LP pays a quarterly base management fee to the
Service Providers equal to 0.3125% (1.25% annually) of the total capitalization of our group. BBUC reimburses the Holding LP
for its proportionate share of such fee. For purposes of calculating the base management fee, the total capitalization of our group
is equal to the quarterly volume-weighted average trading price of a unit on the principal stock exchange for our units (based on
trading volumes) multiplied by the number of units outstanding at the end of the quarter (assuming full conversion of the
Redemption-Exchange Units into units), plus the value of securities of the other Service Recipients (which include the
exchangeable shares) that are not held by our partnership, plus all outstanding third party debt with recourse to a Service
Recipient, less all cash held by such entities. This relationship may give rise to conflicts of interest between our partnership and
our unitholders, on the one hand, and Brookfield, on the other, as Brookfield’s interests may differ from the interests of our
partnership, BBUC or our unitholders.
The arrangements we have with Brookfield may create an incentive for Brookfield to take actions which would have the
effect of increasing distributions and fees payable to it, which may be to the detriment of our partnership and our unitholders. For
example, because the base management fee is calculated based on our group’s market value, it may create an incentive for
Brookfield to increase or maintain our group’s market value over the near-term when other actions may be more favorable to our
partnership or our unitholders. Similarly, Brookfield may take actions to decrease distributions on our units or defer acquisitions
in order to increase our market value in the near-term when making such distributions or acquisitions may be more favorable to us
or our unitholders.
Our arrangements with Brookfield were negotiated in the context of an affiliated relationship and may contain terms
that are less favorable than those which otherwise might have been obtained from unrelated parties.
The terms of our arrangements with Brookfield were effectively determined by Brookfield in the context of the spin-off.
While the BBU General Partner’s independent directors are aware of the terms of these arrangements and have approved the
arrangements on our behalf, they did not negotiate the terms. These terms, including terms relating to compensation, contractual
and fiduciary duties, conflicts of interest and Brookfield’s ability to engage in outside activities, including activities that compete
with us, our activities and limitations on liability and indemnification, may be less favorable than otherwise might have resulted if
the negotiations had involved unrelated parties. Under our Limited Partnership Agreement, persons who acquire our units and
their transferees will be deemed to have agreed that none of those arrangements constitutes a breach of any duty that may be owed
to them under our Limited Partnership Agreement or any duty stated or implied by law or equity.
The BBU General Partner may be unable or unwilling to terminate our Master Services Agreement.
Our Master Services Agreement provides that the Service Recipients may terminate the agreement only if: (i) the Service
Providers default in the performance or observance of any material term, condition or covenant contained in the agreement in a
manner that results in material harm to the Service Recipients and the default continues unremedied for a period of thirty
(30) days after written notice of the breach is given to the Service Providers; (ii) the Service Providers engage in any act of fraud,
misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service Recipients;
(iii) the Service Providers are grossly negligent in the performance of their duties under the agreement and such negligence results
in material harm to the Service Recipients; or (iv) upon the happening of certain events relating to the bankruptcy or insolvency of
the Service Providers. The BBU General Partner cannot terminate the agreement for any other reason, including if the Service
Providers or Brookfield experience a change of control, and there is no fixed term to the agreement. In addition, because the BBU
General Partner is an affiliate of Brookfield, it may be unwilling to terminate our Master Services Agreement, even in the case of
a default. If the Service Providers’ performance does not meet the expectations of investors, and the BBU General Partner is
unable or unwilling to terminate our Master Services Agreement, the market price of our units could suffer. Furthermore, the
termination of our Master Services Agreement would terminate our company’s rights under the Relationship Agreement and our
Licensing Agreement. See Item 7.B., “Related Party Transactions - Relationship Agreement” and “Related Party Transactions -
Licensing Agreement”.
34
Brookfield Business Partners
The liability of the Service Providers is limited under our arrangements with them and we have agreed to indemnify
the Service Providers against claims that they may face in connection with such arrangements, which may lead them to
assume greater risks when making decisions relating to us than they otherwise would if acting solely for their own account.
Under our Master Services Agreement, the Service Providers have not assumed any responsibility other than to provide
or arrange for the provision of the services described in our Master Services Agreement in good faith and will not be responsible
for any action that the BBU General Partner takes in following or declining to follow its advice or recommendations. In addition,
under our Limited Partnership Agreement, the liability of the BBU General Partner and its affiliates, including the Service
Providers, is limited to the fullest extent permitted by law to conduct involving bad faith, fraud or willful misconduct or, in the
case of a criminal matter, action that was known to have been unlawful. The liability of the Service Providers under our Master
Services Agreement is similarly limited, except that the Service Providers are also liable for liabilities arising from gross
negligence. In addition, we have agreed to indemnify the Service Providers to the fullest extent permitted by law from and against
any claims, liabilities, losses, damages, costs or expenses incurred by them or threatened in connection with our business,
investments and activities or in respect of or arising from our Master Services Agreement or the services provided by the Service
Providers, except to the extent that such claims, liabilities, losses, damages, costs or expenses are determined to have resulted
from the conduct in respect of which such persons have liability as described above. These protections may result in the Service
Providers tolerating greater risks when making decisions than otherwise would be the case, including when determining whether
to use and the extent of leverage in connection with acquisitions. The indemnification arrangements to which the Service
Providers are a party may also give rise to legal claims for indemnification that are adverse to us and our unitholders.
Brookfield and Oaktree operate their respective investment businesses largely independently, and do not expect to
coordinate or consult on investment decisions, which may give rise to conflicts of interest and make it more difficult to mitigate
certain conflicts of interest.
Brookfield and Oaktree operate their respective investment businesses largely independently pursuant to an information
barrier, and Brookfield does not expect to coordinate or consult with Oaktree with respect to investment activities and/or
decisions. In addition, neither Brookfield nor Oaktree is expected to be subject to any internal approvals over its investment
activities and decisions by any person who would have knowledge and/or decision-making control of the investment decisions of
the other. As a result, it is expected that our company and our portfolio companies, as well as Brookfield, Brookfield Accounts
that we are invested in, directly or indirectly, and their portfolio companies, will engage in activities and have business
relationships that give rise to conflicts (and potential conflicts) of interests between them, on the one hand, and Oaktree, Oaktree
Accounts and their portfolio companies, on the other hand. These conflicts (and potential conflicts) of interests may include: (i)
competing from time to time for the same investment opportunities; (ii) the pursuit by Oaktree Accounts of investment
opportunities suitable for our company and Brookfield Accounts that we are invested in, without making such opportunities
available to us or those Brookfield Accounts, and (iii) the formation or establishment of new Oaktree Accounts that could
compete or otherwise conduct their affairs without regard as to whether or not they adversely impact our company and/or
Brookfield Accounts that we are invested in. Investment teams managing the activities of our company and/or Brookfield
Accounts that we are invested in are not expected to be aware of, and will not have the ability to manage, such conflicts.
Our company and/or Brookfield Accounts that we are invested in could be adversely impacted by Oaktree’s activities.
Competition from Oaktree Accounts for investment opportunities could also, under certain circumstances, adversely impact the
purchase price of our (direct and/or indirect) investments. As a result of different investment objectives, views and/or interests in
investments, Oaktree will manage certain Oaktree Accounts in a way that is different than from the interests of our company and/
or Brookfield Accounts that we may be invested in, directly or indirectly, which could adversely impact our (direct and/or direct)
investments. For more information, see Item 7.B., “Related Party Transactions - Conflicts of Interest and Fiduciary Duties -
Oaktree”.
Brookfield Business Partners
35
Brookfield and Oaktree are likely to be deemed to be affiliates for purposes of certain laws and regulations, which
may result in, among other things, earlier public disclosure of investments by our company and/or Brookfield Accounts that
we may be invested in, directly or indirectly.
Brookfield and Oaktree are likely to be deemed to be affiliates for purposes of certain laws and regulations,
notwithstanding their operational independence and/or information barrier, and it is anticipated that, from time to time, our
company and/or Brookfield Accounts that we are invested in, directly or indirectly, and Oaktree Accounts may each have
significant positions in one or more of the same issuers. As such, Brookfield and Oaktree will likely need to aggregate certain
investment holdings, including holdings of our group, Brookfield Accounts that we are invested in, directly or indirectly, and
Oaktree Accounts for certain securities law purposes and other regulatory purposes. Consequently, Oaktree’s activities could
result in earlier public disclosure of investments by our company and/or Brookfield Accounts that we are invested in, directly or
indirectly, restrictions on transactions by our company and/or Brookfield Accounts that we are invested in (including the ability to
make or dispose of certain investments at certain times), adverse effects on the prices of investments made by our company and/or
Brookfield Accounts that we are invested in, potential short-swing profit disgorgement, penalties and/or regulatory remedies,
among others. For more information, see Item 7.B., “Related Party Transactions - Conflicts of Interest and Fiduciary Duties -
Oaktree”.
Breaches of the information barrier and related internal controls by Brookfield and/or Oaktree could result in
significant adverse consequences to Brookfield and Oaktree and/or Brookfield Accounts that we are invested in, directly or
indirectly, amongst others.
Although information barriers were implemented to address the potential conflicts of interests and regulatory, legal and
contractual requirements of our company, Brookfield and Oaktree may decide, at any time and without notice to our company or
our unitholders, to remove or modify the information barrier between Brookfield and Oaktree. In addition, there may be breaches
(including inadvertent breaches) of the information barriers and related internal controls by Brookfield and/or Oaktree.
To the extent that the information barrier is removed or is otherwise ineffective and Brookfield has the ability to access
analysis, model and/or information developed by Oaktree and its personnel, Brookfield will not be under any obligation or other
duty to access such information or effect transactions for our company and/or Brookfield Accounts that we are invested in in
accordance with such analysis and models, and in fact may be restricted by securities laws from doing so. In such circumstances,
Brookfield may make investment decisions for our company and/or Brookfield Accounts that we are invested in that differ from
those it would have made if Brookfield had pursued such information, which may be disadvantageous to our company and/or
Brookfield Accounts that we are invested in.
The breach or failure of information barriers could result in our company obtaining material non-public information,
which may restrict our company from acquiring or disposing investments and ultimately impact the returns generated for our
business. In addition, any such breach or failure could also result in potential regulatory investigations and claims for securities
laws violations in connection with our direct and/or indirect investment activities. Any inadvertent trading on material non-public
information, or perception of trading on material non-public information by one of our businesses or our personnel, could have a
significant adverse effect on Brookfield’s reputation, result in the imposition of regulatory or financial sanctions, and negatively
impact Brookfield’s ability to provide investment management services to its clients, all of which could result in negative
financial impact to the investment activities of our company and/or Brookfield Accounts that we are invested in. For more
information, see Item 7.B., “Related Party Transactions - Conflicts of Interest and Fiduciary Duties - Oaktree”.
Risks Relating to Our Structure
Our company is a holding entity and currently we rely on the Holding LP and, indirectly, the Holding Entities and
our operating businesses to provide us with the funds necessary to meet our financial obligations.
The partnership is a holding entity and its sole direct investment is a managing general partnership interest in Holding
LP, through which we hold all of our interests in our operating businesses. Our company has no independent means of generating
revenues. As a result, we depend on distributions and other payments from the Holding LP and, indirectly, the Holding Entities
and our operating businesses to provide us with the funds necessary to meet our financial obligations at the partnership level. The
Holding LP, the Holding Entities and our operating businesses are legally distinct from us and some of them are or may become
restricted in their ability to pay dividends and distributions or otherwise make funds available to us pursuant to local law,
regulatory requirements and their contractual agreements, including agreements governing their financing arrangements. Any
other entities through which we may conduct operations in the future will also be legally distinct from us and may be similarly
restricted in their ability to pay dividends and distributions or otherwise make funds available to us under certain conditions. The
Holding LP, the Holding Entities and our operating businesses will generally be required to service their debt obligations before
making distributions to us or their parent entities, as applicable, thereby reducing the amount of our cash flow available to our
company to meet our financial obligations.
36
Brookfield Business Partners
We anticipate that the only distributions that we will receive in respect of our company’s managing general partnership
interests in the Holding LP will consist of amounts that are intended to assist our company to pay expenses as they become due
and to make distributions to our unitholders in accordance with our company’s distribution policy.
We may be subject to the risks commonly associated with a separation of economic interest from control or the
incurrence of debt at multiple levels within an organizational structure.
Our ownership and organizational structure is similar to structures whereby one company controls another company
which in turn holds controlling interests in other companies; thereby, the company at the top of the chain may control the
company at the bottom of the chain even if its effective equity position in the bottom company is less than a controlling interest.
Brookfield is the sole shareholder of the BBU General Partner and, as a result of such ownership of the BBU General Partner,
Brookfield is able to control the appointment and removal of the BBU General Partner’s directors and, accordingly, exercises
substantial influence over us. In turn, we often have a majority controlling interest or a significant influence in our operating
businesses. Although Brookfield currently has an effective equity interest in our business of approximately 64.9%, on a fully-
exchanged basis (assuming exchange of all issued and outstanding Redemption-Exchange Units and BBUC exchangeable shares)
as a result of ownership of our units, general partnership units, Redemption-Exchange Units and Special LP Units, over time
Brookfield may reduce this interest while still maintaining its controlling interest, and, therefore, Brookfield may use its control
rights in a manner that conflicts with the interests of our other unitholders. For example, despite the fact that we have conflicts
protocols in place, which addresses the requirement for independent approval and other requirements for transactions in which
there is greater potential for a conflict of interest to arise, including transactions with affiliates of Brookfield, as well as between
BBUC and Brookfield, because Brookfield will be able to exert substantial influence over us, there is a greater risk of transfer of
the assets at non-arm’s length values to Brookfield and its affiliates. In addition, debt incurred at multiple levels within the chain
of control could exacerbate the separation of economic interest from controlling interest at such levels, thereby creating an
incentive to increase our leverage. Any such increase in debt would also make us more sensitive to declines in revenues, increases
in expenses and interest rates and adverse market conditions. The servicing of any such debt would also reduce the amount of
funds available to pay distributions to us and ultimately to our unitholders and could reduce total returns to unitholders and
holders of BBUC exchangeable shares.
Our company is not, and does not intend to become, regulated as an investment company under the U.S. Investment
Company Act of 1940, or the Investment Company Act, (and similar legislation in other jurisdictions), and, if our company
were deemed an “investment company” under the Investment Company Act, applicable restrictions could make it impractical
for us to operate as contemplated.
The Investment Company Act (and similar legislation in other jurisdictions) provides certain protections to investors and
imposes certain restrictions on companies that are required to be regulated as investment companies. Among other things, such
rules limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities and impose
certain governance requirements. Our company has not been and does not intend to become regulated as an investment company
and our company intends to conduct its activities so it will not be deemed to be an investment company under the Investment
Company Act (and similar legislation in other jurisdictions). In order to ensure that we are not deemed to be an investment
company, we may be required to materially restrict or limit the scope of our operations or plans. We will be limited in the types of
acquisitions that we may make, and we may need to modify our organizational structure or dispose of assets which we would not
otherwise dispose of. Moreover, if anything were to happen which would cause our company to be deemed an investment
company under the Investment Company Act, it would be impractical for us to operate as contemplated. Agreements and
arrangements between and among us and Brookfield would be impaired, the type and number of acquisitions that we would be
able to make as a principal would be limited and our business, financial condition and results of operations would be materially
adversely affected. Accordingly, we would be required to take extraordinary steps to address the situation, such as the amendment
or termination of our Master Services Agreement, the restructuring of our company and the Holding Entities, the amendment of
our Limited Partnership Agreement or the dissolution of our company, any of which could materially adversely affect the value of
our units. In addition, if our company were deemed to be an investment company under the Investment Company Act, it would be
taxable as a corporation for U.S. federal income tax purposes, and such treatment could materially adversely affect the value of
our units.
Brookfield Business Partners
37
Risks Relating to Our Units
Our unitholders do not have a right to vote on company matters or to take part in the management of our company.
Under our Limited Partnership Agreement, our unitholders are not entitled to vote on matters relating to our company,
such as acquisitions, dispositions or financing, or to participate in the management or control of our company. In particular, our
unitholders do not have the right to remove the BBU General Partner, to cause the BBU General Partner to withdraw from our
company, to cause a new general partner to be admitted to our company, to appoint new directors to the BBU General Partner’s
board of directors, to remove existing directors from the BBU General Partner’s board of directors or to prevent a change of
control of the BBU General Partner. In addition, except for certain fundamental matters and related party transactions, our
unitholders’ consent rights apply only with respect to certain amendments to our Limited Partnership Agreement as described in
Item 10.B., “Memorandum and Articles of Association - Description of our Units and our Limited Partnership Agreement”. As a
result, unlike holders of common stock of a corporation, our unitholders are not able to influence the direction of our company,
including its policies and procedures, or to cause a change in its management, even if they are unsatisfied with the performance of
our company. Consequently, our unitholders may be deprived of an opportunity to receive a premium for their units in the future
through a sale of our company and the trading price of our units may be adversely affected by the absence or a reduction of a
takeover premium in the trading price.
We may issue additional units, preferred units and securities exchangeable into units (including BBUC exchangeable
shares) in the future, including in lieu of incurring indebtedness, which may dilute existing unitholders. We may also issue
securities that have rights and privileges that are more favorable than the rights and privileges accorded to our unitholders.
Under our Limited Partnership Agreement, subject to the terms of any of our securities then outstanding, we may issue
additional partnership securities, including units, preferred units, securities exchangeable into units (including BBUC
exchangeable shares) and options, rights, warrants and appreciation rights relating to partnership securities for any purpose and
for such consideration and on such terms and conditions as the BBU General Partner may determine. Subject to the terms of any
of our securities then outstanding, the BBU General Partner’s board of directors will be able to determine the class, designations,
preferences, rights, powers and duties of any additional partnership securities, including any rights to share in our profits, losses
and distributions, any rights to receive partnership assets upon our dissolution or liquidation and any redemption, conversion and
exchange rights. Subject to the terms of any of our securities then outstanding, the BBU General Partner may use such authority to
issue such additional securities. The sale or issuance of a substantial number of our units or other equity related securities of our
company in the public markets, or the perception that such sales or issuances could occur, could depress the market price of our
units and impair our ability to raise capital through the sale of additional units. Brookfield has the right to require the Holding LP
to redeem all or a portion of its Redemption-Exchange Units for cash, subject to our company’s right to acquire such interests
(in lieu of redemption) in exchange for the issuance of our units to Brookfield. We cannot predict the effect that future sales or
issuances of our units or other equity-related securities would have on the market price of our units. Subject to the terms of any of
our securities then outstanding, holders of units will not have any preemptive right or any right to consent to or otherwise approve
the issuance of any securities or the terms on which any such securities may be issued. As at the date of this Form 20-F, there are
approximately 73.0 million BBUC exchangeable shares outstanding which may be exchanged for units in accordance with their
terms.
A unitholder who elects to receive our distributions in Canadian dollars is subject to foreign currency risk associated
with our company’s distributions.
A significant number of our unitholders will reside in countries where the U.S. dollar is not the functional currency. We
intend to declare our distributions in U.S. dollars, but unitholders may, at their option, elect settlement in Canadian dollars. For
unitholders who so elect, the value received in Canadian dollars from the distribution will be determined based on the exchange
rate between the U.S. dollar and the Canadian dollar at the time of payment. As such, if the U.S. dollar depreciates significantly
against the Canadian dollar, the value received by a unitholder who elects to receive our distributions in Canadian dollars will be
adversely affected.
The Amended and Restated Limited Partnership Agreement of the partnership provides that the federal district courts
of the United States are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising
under the U.S. Securities Act. This choice of forum provision could limit our unitholders’ ability to obtain a favorable judicial
forum for disputes with directors, officers or employees.
Our limited partnership agreement provides that, unless our company consents in writing to the selection of an alternative
forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum
for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended, or the
U.S. Securities Act. In the absence of these provisions, under the U.S. Securities Act, U.S. federal and state courts have been
found to have concurrent jurisdiction over suits brought to enforce duties or liabilities created by the U.S. Securities Act. This
38
Brookfield Business Partners
choice of forum provision will not apply to suits brought to enforce duties or liabilities created by the Exchange Act, which
already provides that such federal district courts have exclusive jurisdictions over such suits. Additionally, investors cannot waive
company’s compliance with federal securities laws of the United States and the rules and regulations thereunder.
The choice of forum provision contained in our limited partnership agreement may limit a unitholder’s ability to bring a
claim in a judicial forum that it finds favorable for disputes with our partnership or its directors, officers or other employees,
which may discourage such lawsuits against our partnership and its directors, officers and other employees. However, the
enforceability of similar choice of forum provisions in other companies’ governing documents has been challenged in recent legal
proceedings, and it is possible that a court in the relevant jurisdictions with respect to our partnership could find the choice of
forum provision contained in our limited partnership agreement to be inapplicable or unenforceable. While the Delaware Supreme
Court ruled in March 2020 that U.S. federal forum selection provisions purporting to require claims under the U.S. Securities Act
be brought in a U.S. federal court are “facially valid” under Delaware law, there can be no assurance that the courts in Canada and
Bermuda, and other courts within the United States, will reach a similar determination regarding the choice of forum provision
contained in our limited partnership agreement. If the relevant court were to find the choice of forum provision contained in our
limited partnership agreement to be inapplicable or unenforceable in an action, our company may incur additional costs associated
with resolving such action in other jurisdictions, which could materially adversely affect its business, financial condition and
operating results.
U.S. investors in our units may find it difficult or impossible to enforce service of process and enforcement of
judgments against us and directors and officers of the BBU General Partner and the Service Providers.
We were established under the laws of Bermuda, and most of our subsidiaries are organized in jurisdictions outside of
the United States. In addition, certain of our executive officers are located outside of the United States. Certain of the directors
and officers of the BBU General Partner and the Service Providers reside outside of the United States. A substantial portion of our
assets are, and the assets of the directors and officers of the BBU General Partner and the Service Providers may be, located
outside of the United States. It may not be possible for investors to effect service of process within the United States upon the
directors and officers of the BBU General Partner and the Service Providers. It may also not be possible to enforce against us or
the directors and officers of the BBU General Partner and the Service Providers, judgments obtained in U.S. courts predicated
upon the civil liability provisions of applicable securities law in the United States.
Canadian investors in our units may find it difficult or impossible to enforce service of process and enforcement of
judgments against us and the directors and officers of the BBU General Partner and the Service Providers.
We were established under the laws of Bermuda, and most of our subsidiaries are organized in jurisdictions outside of
Canada. In addition, certain of our executive officers are located outside of Canada. Certain of the directors and officers of the
BBU General Partner and the Service Providers reside outside of Canada. A substantial portion of our assets are, and the assets of
the directors and officers of the BBU General Partner and the Service Providers may be, located outside of Canada. It may not be
possible for investors to effect service of process within Canada upon the directors and officers of the BBU General Partner and
the Service Providers. It may also not be possible to enforce against us or the directors and officers of the BBU General Partner
and the Service Providers judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable
securities laws in Canada.
Risks Related to Taxation
General
Changes in tax law and practice may have a material adverse effect on the operations of our company, the Holding
Entities and the operating businesses and, as a consequence, the value of our assets and the net amount of distributions
payable to our unitholders.
Our structure, including the structure of the Holding Entities and the operating businesses, is based on prevailing taxation
law and practice in the local jurisdictions in which we operate. Any change in tax legislation (including in relation to taxation
rates) and practice in these jurisdictions could adversely affect these entities, as well as the net amount of distributions payable to
our unitholders. Taxes and other constraints that would apply to our operating businesses in such jurisdictions may not apply to
local institutions or other parties, and such parties may therefore have a significantly lower effective cost of capital and a
corresponding competitive advantage in pursuing such acquisitions.
Brookfield Business Partners
39
Our company’s ability to make distributions depends on it receiving sufficient cash distributions from its underlying
operations, and we cannot assure our unitholders that our company will be able to make cash distributions to them in amounts
that are sufficient to fund their tax liabilities.
Our Holding Entities and operating businesses may be subject to local taxes in each of the relevant territories and
jurisdictions in which they operate, including taxes on income, profits or gains and withholding taxes. As a result, our company’s
cash available for distribution is indirectly reduced by such taxes, and the post-tax return to our unitholders is similarly reduced by
such taxes. We intend for future acquisitions to be assessed on a case-by-case basis and, where possible and commercially viable,
structured so as to minimize any adverse tax consequences to our unitholders as a result of making such acquisitions.
In general, a unitholder that is subject to income tax in Canada or the United States must include in income its allocable
share of our company’s items of income, gain, loss and deduction (including, so long as it is treated as a partnership for tax
purposes, our company’s allocable share of those items of the Holding LP) for each of our company’s fiscal years ending with or
within such unitholder’s tax year. See Item 10.E., “Taxation – Certain Material Canadian Federal Income Tax Considerations”
and “Taxation – Certain Material U.S. Federal Income Tax Considerations”. However, the cash distributed to a unitholder may
not be sufficient to pay the full amount of such unitholder’s tax liability in respect of its investment in our company, because each
unitholder’s tax liability depends on such unitholder’s particular tax situation and the tax treatment of the underlying activities or
assets of our company. If our company is unable to distribute cash in amounts that are sufficient to fund our unitholders’ tax
liabilities, each of our unitholders will still be required to pay income taxes on its share of our company’s taxable income.
Our unitholders may be subject to non-U.S., state and local taxes and return filing requirements as a result of owning
our units.
Based on our expected method of operation and the ownership of our operating businesses indirectly through corporate
Holding Entities, we do not expect any unitholder, solely as a result of owning our units, to be subject to any additional income
taxes imposed on a net basis or additional tax return filing requirements in any jurisdiction in which we conduct activities or own
property. However, our method of operation and current structure may change, and there can be no assurance that our unitholders,
solely as a result of owning our units, will not be subject to certain taxes, including non-U.S., state and local income taxes,
unincorporated business taxes and estate, inheritance or intangible taxes imposed by the various jurisdictions in which we do
business or own property now or in the future, even if our unitholders do not reside in any of these jurisdictions. Consequently,
our unitholders may also be required to file non-U.S., state and local income tax returns in some or all of these jurisdictions.
Further, our unitholders may be subject to penalties for failure to comply with these requirements. It is the responsibility of each
unitholder to file all U.S. federal, non-U.S., state and local tax returns that may be required of such unitholder.
Our unitholders may be exposed to transfer pricing risks.
To the extent that our company, the Holding LP, the Holding Entities or the operating businesses enter into transactions
or arrangements with other Brookfield entities, the relevant tax authorities may seek to adjust the quantum or nature of the
amounts included or deducted from taxable income by such entities if they consider that the terms and conditions of such
transactions or arrangements differ from those that would have been made between persons dealing at arm’s length. This could
result in more tax (and penalties and interest) being paid by such entities, and therefore the return to investors could be reduced.
For Canadian tax purposes, a transfer pricing adjustment may, in certain circumstances, result in additional income being
allocated to a unitholder with no corresponding cash distribution or in a dividend being deemed to be paid by a Canadian resident
to a non-arm’s length non-resident, which deemed dividend is subject to Canadian withholding tax.
The BBU General Partner believes that the base management fee and any other amount that is paid to the Service
Providers will be commensurate with the value of the services being provided by the Service Providers and comparable to the fees
or other amounts that would be agreed to in an arm’s-length arrangement. However, no assurance can be given in this regard. If
the relevant tax authority were to assert that an adjustment should be made under the transfer pricing rules to an amount that is
relevant to the computation of the income of the Holding LP or our company, such assertion could result in adjustments to
amounts of income (or loss) allocated to our unitholders by our company for tax purposes. In addition, we might also be liable for
transfer pricing penalties in respect of transfer pricing adjustments unless reasonable efforts were made to determine, and use,
arm’s-length transfer prices. Generally, reasonable efforts in this regard are only considered to be made if contemporaneous
documentation has been prepared in respect of such transactions or arrangements that support the transfer pricing methodology.
40
Brookfield Business Partners
The U.S. Internal Revenue Service, or IRS, or CRA, may not agree with certain assumptions and conventions that
our company uses in order to comply with applicable U.S. and Canadian federal income tax laws or that our company uses to
report income, gain, loss, deduction and credit to our unitholders.
Our company will apply certain assumptions and conventions in order to comply with applicable tax laws and to report
income, gain, deduction, loss and credit to a unitholder in a manner that reflects such unitholder’s beneficial ownership of
partnership items, taking into account variation in ownership interests during each taxable year because of trading activity.
However, these assumptions and conventions may not be in compliance with all aspects of the applicable tax requirements. A
successful IRS or CRA challenge to such assumptions or conventions could require that items of income, gain, deduction, loss, or
credit, including interest deductions, be adjusted, reallocated or disallowed in a manner that adversely affects our unitholders. See
Item 10.E., “Taxation – Certain Material Canadian Federal Income Tax Considerations” and “Taxation – Certain Material
U.S. Federal Income Tax Considerations”.
United States
If our company or the Holding LP were to be treated as a corporation for U.S. federal income tax purposes, the value
of our units might be adversely affected.
The value of our units to unitholders will depend in part on the treatment of our company and the Holding LP as
partnerships for U.S. federal income tax purposes. However, in order for our company to be treated as a partnership for U.S.
federal income tax purposes, 90% or more of our company’s gross income for every taxable year must consist of qualifying
income, as defined in Section 7704 of the U.S. Internal Revenue Code of 1986, as amended, or the U.S. Internal Revenue Code,
and our company must not be required to register, if it were a U.S. corporation, as an investment company under the Investment
Company Act and related rules. Although the BBU General Partner intends to manage our company’s affairs so that our company
will not need to be registered as an investment company if it were a U.S. corporation and so that it will meet the 90% test
described above in each taxable year, our company may not meet these requirements, or current law may change so as to cause, in
either event, our company to be treated as a corporation for U.S. federal income tax purposes. If our company (or the Holding LP)
were treated as a corporation for U.S. federal income tax purposes, adverse U.S. federal income tax consequences could result for
our unitholders and our company (or the Holding LP, as applicable), as described in greater detail in Item 10.E., “Taxation -
Certain Material U.S. Federal Income Tax Considerations - Partnership Status of Our Company and the Holding LP”.
We may be subject to U.S. backup withholding tax or other U.S. withholding taxes if any unitholder fails to comply
with U.S. tax reporting rules or if the IRS or other applicable state or local taxing authority does not accept our withholding
methodology, and such excess withholding tax cost will be an expense borne by our company and, therefore, by all of our
unitholders on a pro rata basis.
We may become subject to U.S. “backup” withholding tax or other U.S. withholding taxes with respect to any unitholder
who fails to timely provide our company (or the applicable clearing agent or other intermediary) with an IRS Form W-9 or IRS
Form W-8, as the case may be, or if the withholding methodology we use is not accepted by the IRS or other applicable state or
local taxing authority. See Item 10.E., “Taxation - Certain Material U.S. Federal Income Tax Considerations - Administrative
Matters - Withholding and Backup Withholding”. To the extent that any unitholder fails to timely provide the applicable form (or
such form is not properly completed), or should the IRS or other applicable state or local taxing authority not accept our
withholding methodology, our company might treat such U.S. backup withholding taxes or other U.S. withholding taxes as an
expense, which would be borne indirectly by all of our unitholders on a pro rata basis. As a result, our unitholders that fully
comply with their U.S. tax reporting obligations may bear a share of such burden created by other unitholders that do not comply
with the U.S. tax reporting rules.
Tax-exempt organizations may face certain adverse U.S. tax consequences from owning our units.
The BBU General Partner intends to use commercially reasonable efforts to structure the activities of our company and
the Holding LP, respectively, to avoid generating income connected with the conduct of a trade or business (which income
generally would constitute “unrelated business taxable income”, or UBTI, to the extent allocated to a tax-exempt organization).
However, neither our company nor the Holding LP is prohibited from incurring indebtedness, and no assurance can be provided
that neither our company nor the Holding LP will generate UBTI attributable to debt-financed property in the future. In particular,
UBTI includes income attributable to debt-financed property, and neither our company nor the Holding LP is prohibited from
financing the acquisition of property with debt. The potential for income to be characterized as UBTI could make our units an
unsuitable investment for a tax-exempt organization. Each tax-exempt organization should consult its own tax adviser to
determine the U.S. federal income tax consequences of an investment in our units.
Brookfield Business Partners
41
If our company were engaged in a U.S. trade or business, non-U.S. persons would face certain adverse U.S. tax
consequences from owning our units.
The BBU General Partner intends to use commercially reasonable efforts to structure the activities of our company and
the Holding LP to avoid generating income treated as effectively connected with a U.S. trade or business, including effectively
connected income attributable to the sale of a “United States real property interest”, as defined in the U.S. Internal Revenue Code.
If our company were deemed to be engaged in a U.S. trade or business, or to realize gain from the sale or other disposition of a
U.S. real property interest, Non-U.S. Holders (as defined in Item 10.E., “Taxation - Certain Material U.S. Federal Income Tax
Considerations”) generally would be required to file U.S. federal income tax returns and could be subject to U.S. federal
withholding tax at the highest marginal U.S. federal income tax rates applicable to ordinary income. If, contrary to expectation,
our company were engaged in a U.S. trade or business, then gain or loss from the sale of our units by a Non-U.S. Holder would be
treated as effectively connected with such trade or business to the extent that such Non-U.S. Holder would have had effectively
connected gain or loss had our company sold all of its assets at their fair market value as of the date of such sale. In such case, any
such effectively connected gain generally would be taxable at the regular graduated U.S. federal income tax rates, and the amount
realized from such sale generally would be subject to a 10% U.S. federal withholding tax. Under Treasury Regulations and IRS
guidance, the 10% U.S. federal withholding tax generally does not apply to transfers of interests in publicly traded partnerships
before January 1, 2023. See Item 10.E., “Taxation - Certain Material U.S. Federal Income Tax Considerations - Consequences to
Non-U.S. Holders”.
To meet U.S. federal income tax and other objectives, our company and the Holding LP may acquire assets through
U.S. and non-U.S. Holding Entities that are treated as corporations for U.S. federal income tax purposes, and such Holding
Entities may be subject to corporate income tax.
To meet U.S. federal income tax and other objectives, our company and the Holding LP may acquire assets through U.S.
and non-U.S. Holding Entities that are treated as corporations for U.S. federal income tax purposes, and such Holding Entities
may be subject to corporate income tax. Consequently, items of income, gain, loss, deduction or credit realized in the first
instance by the operating businesses will not flow, for U.S. federal income tax purposes, directly to the Holding LP, our company
or our unitholders, and any such income or gain may be subject to a corporate income tax, in the United States or other
jurisdictions, at the level of the Holding Entity. Any such additional taxes may adversely affect our company’s ability to
maximize its cash flow.
Our unitholders taxable in the United States may be viewed as holding an indirect interest in an entity classified as a
“passive foreign investment company” for U.S. federal income tax purposes.
U.S. Holders may face adverse U.S. tax consequences arising from the ownership of a direct or indirect interest in an
entity classified as a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes. See Item 10.E.,
“Taxation - Certain Material U.S. Federal Income Tax Considerations-Consequences to U.S. Holders - Passive Foreign
Investment Companies”. Based on our organizational structure, as well as our expected income and assets, the BBU General
Partner currently believes that a U.S. Holder is unlikely to be regarded as owning an interest in a PFIC solely by reason of owning
our units for the taxable year ending December 31, 2022. However, there can be no assurance that a future entity in which our
company acquires an interest will not be classified as a PFIC with respect to a U.S. Holder, because PFIC status is a factual
determination that depends on the assets and income of a given entity and must be made on an annual basis. Each U.S. Holder
should consult its own tax adviser regarding the implication of the PFIC rules for an investment in our units.
Tax gain or loss from the disposition of our units could be more or less than expected.
If a U.S. Holder sells units that it holds, then it generally will recognize gain or loss for U.S. federal income tax purposes
equal to the difference between the amount realized and its adjusted tax basis in such units. Prior distributions to a unitholder in
excess of the total net taxable income allocated to such unitholder will have decreased such unitholder’s tax basis in our units.
Therefore, such excess distributions will increase a unitholder’s taxable gain or decrease such unitholder’s taxable loss when our
units are sold and may result in a taxable gain even if the sale price is less than the original cost. A portion of the amount realized,
whether or not representing gain, could be ordinary income to such unitholder.
42
Brookfield Business Partners
Our company structure involves complex provisions of U.S. federal income tax law for which no clear precedent or
authority may be available. The tax characterization of our company structure is also subject to potential legislative, judicial,
or administrative change and differing interpretations, possibly on a retroactive basis.
The U.S. federal income tax treatment of our unitholders depends in some instances on determinations of fact and
interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available.
Unitholders should be aware that the U.S. federal income tax rules, particularly those applicable to partnerships, are constantly
under review by the Congressional tax-writing committees and other persons involved in the legislative process, the IRS, the
Treasury Department and the courts, frequently resulting in changes which could adversely affect the value of our units or cause
our company to change the way it conducts its activities. For example, changes to the U.S. federal tax laws and interpretations
thereof could make it more difficult or impossible for our company to be treated as a partnership that is not taxable as a
corporation for U.S. federal income tax purposes, change the character or treatment of portions of our company’s income, reduce
the net amount of distributions available to our unitholders or otherwise affect the tax considerations of owning our units. In
addition, our company’s organizational documents and agreements permit the BBU General Partner to modify our limited
partnership agreement, without the consent of our unitholders, to address such changes. These modifications could have a material
adverse impact on our unitholders. See Item 10.E., “Taxation - Certain Material U.S. Federal Income Tax Considerations -
Administrative Matters-New Legislation or Administrative or Judicial Action”.
Our company’s delivery of required tax information for a taxable year may be subject to delay, which could require a
unitholder who is a U.S. taxpayer to request an extension of the due date for such unitholder’s income tax return.
Our company has agreed to use commercially reasonable efforts to provide U.S. tax information (including IRS Schedule
K-1 information needed to determine a unitholder’s allocable share of our company’s income, gain, losses and deductions) no
later than 90 days after the close of each calendar year. However, providing this U.S. tax information to our unitholders will be
subject to delay in the event of, among other reasons, the late receipt of any necessary tax information from lower-tier entities. It
is therefore possible that, in any taxable year, a unitholder will need to apply for an extension of time to file such unitholder’s tax
returns. In addition, unitholders that do not ordinarily have U.S. federal tax filing requirements will not receive a Schedule K-1
and related information unless such unitholders request it within 60 days after the close of each calendar year. See Item 10.E.,
“Taxation - Certain Material U.S. Federal Income Tax Considerations - Administrative Matters-Information Returns and Audit
Procedures”.
If the IRS makes an audit adjustment to our income tax returns, it may assess and collect any taxes (including
penalties and interest) resulting from such audit adjustment directly from us, which could adversely affect our unitholders.
If the IRS makes an audit adjustment to our income tax returns, it may assess and collect any taxes (including penalties
and interest) resulting from such audit adjustment directly from our company instead of unitholders (as under prior law). We may
be permitted to elect to have the BBU General Partner and our unitholders take such audit adjustment into account in accordance
with their interests in us during the taxable year under audit. However, there can be no assurance that we will choose to make such
election or that it will be available in all circumstances. If we do not make the election, we may be required pay taxes, penalties or
interest as a result of an audit adjustment. As a result, our current unitholders might bear some or all of the cost of the tax liability
resulting from such audit adjustment, even if our current unitholders did not own our units during the taxable year under audit.
The foregoing considerations also apply with respect to our company’s interest in the Holding LP.
Under the Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act of 2010,
or FATCA, certain payments made or received by our company may be subject to a 30% federal withholding tax, unless
certain requirements are met.
Under FATCA, a 30% withholding tax may apply to certain payments of U.S.-source income made to our company, the
Holding LP, the Holding Entities or the operating businesses, or by our company to a unitholder, unless certain requirements are
met, as described in greater detail in Item 10.E., “Taxation - Certain Material U.S. Federal Income Tax Considerations -
Administrative Matters - Foreign Account Tax Compliance”. To ensure compliance with FATCA, information regarding certain
unitholders’ ownership of our units may be reported to the IRS or to a non-U.S. governmental authority. Unitholders should
consult their own tax advisers regarding the consequences under FATCA of an investment in our units.
Brookfield Business Partners
43
Canada
If the subsidiaries that are corporations and that are not resident or deemed to be resident in Canada for purposes of
the Income Tax Act (Canada) (together with the regulations thereunder, the “Tax Act”) (“Non-Resident Subsidiaries”) and
that are “controlled foreign affiliates” (as defined in the Tax Act and referred to herein as “CFAs”) in which the Holding LP
directly invests earn income that is “foreign accrual property income” (as defined in the Tax Act and referred to herein as
“FAPI”), our unitholders may be required to include amounts allocated from our company in computing their income for
Canadian federal income tax purposes even though there may be no corresponding cash distribution.
Any Non-Resident Subsidiaries in which the Holding LP directly invests are expected to be CFAs of the Holding LP. If
any CFA of the Holding LP or any direct or indirect subsidiary thereof that is itself a CFA of the Holding LP (an “Indirect CFA”),
earns income that is characterized as FAPI in a particular taxation year of the CFA or Indirect CFA, the FAPI allocable to the
Holding LP must be included in computing the income of the Holding LP for Canadian federal income tax purposes for the fiscal
period of the Holding LP in which the taxation year of that CFA or Indirect CFA ends, whether or not the Holding LP actually
receives a distribution of that FAPI. Our company will include its share of such FAPI of the Holding LP in computing its income
for Canadian federal income tax purposes and our unitholders will be required to include their proportionate share of such FAPI
allocated from our company in computing their income for Canadian federal income tax purposes. As a result, our unitholders
may be required to include amounts in their income for Canadian federal income tax purposes even though they have not and may
not receive an actual cash distribution of such amounts. The Tax Act contains anti-avoidance rules to address certain foreign tax
credit generator transactions (the “Foreign Tax Credit Generator Rules”). Under the Foreign Tax Credit Generator Rules, the
“foreign accrual tax” (as defined in the Tax Act) applicable to a particular amount of FAPI included in the Holding LP’s income
in respect of a particular “foreign affiliate” (as defined in the Tax Act) of the Holding LP may be limited in certain specified
circumstances. See Item 10.E., “Taxation – Certain Material Canadian Federal Income Tax Considerations”.
The Canadian federal income tax consequences to our unitholders could be materially different in certain respects
from those described in this Form 20-F if our company or the Holding LP is a “SIFT partnership” (as defined in the Tax Act).
Under the rules in the Tax Act applicable to a “SIFT partnership” (the “SIFT Rules”), certain income and gains earned
by a “SIFT partnership” will be subject to income tax at the partnership level at a rate similar to a corporation, and allocations of
such income and gains to its partners will be taxed as a dividend from a “taxable Canadian corporation” (as defined in the
Tax Act). In particular, a “SIFT partnership” will generally be required to pay a tax on the total of its income from businesses
carried on in Canada, income from “non-portfolio properties” (as defined in the Tax Act) other than taxable dividends, and
taxable capital gains from dispositions of “non-portfolio properties”. “Non-portfolio properties” include, among other things,
equity interests or debt of corporations, trusts or partnerships that are resident in Canada, and of non-resident persons or
partnerships the principal source of income of which is one or any combination of sources in Canada (other than a “portfolio
investment entity”, as defined in the Tax Act), that are held by the “SIFT partnership” and have a fair market value that is greater
than 10% of the equity value of such entity, or that have, together with debt or equity that the “SIFT partnership” holds of entities
affiliated (within the meaning of the Tax Act) with such entity, an aggregate fair market value that is greater than 50% of the
equity value of the “SIFT partnership”. The tax rate that is applied to the above-mentioned sources of income and gains is set at a
rate equal to the “net corporate income tax rate”, plus the “provincial SIFT tax rate” (each as defined in the Tax Act).
A partnership will be a “SIFT partnership” throughout a taxation year if at any time in the taxation year (i) it is a
“Canadian resident partnership” (as defined in the Tax Act), (ii) “investments” (as defined in the Tax Act), in the partnership are
listed or traded on a stock exchange or other public market, and (iii) it holds one or more “non-portfolio properties”. For these
purposes, a partnership will be a “Canadian resident partnership” at a particular time if (a) it is a “Canadian partnership” (as
defined in the Tax Act) at that time, (b) it would, if it were a corporation, be resident in Canada (including, for greater certainty, a
partnership that has its central management and control located in Canada) or (c) it was formed under the laws of a province. A
“Canadian partnership” for these purposes is a partnership all of whose members are resident in Canada or are partnerships that
are “Canadian partnerships”.
44
Brookfield Business Partners
Under the SIFT Rules, our company and the Holding LP could each be a “SIFT partnership” if it is a “Canadian resident
partnership”. However, the Holding LP would not be a “SIFT partnership” if our company is a “SIFT partnership” regardless of
whether the Holding LP is a “Canadian resident partnership” on the basis that the Holding LP would be an “excluded subsidiary
entity” (as defined in the Tax Act). Our company and the Holding LP will be a “Canadian resident partnership” if the central
management and control of these partnerships is located in Canada. This determination is a question of fact and is expected to
depend on where the BBU General Partner is located and exercises central management and control of the respective partnerships.
The BBU General Partner will take appropriate steps so that the central management and control of these entities is not located in
Canada such that the SIFT Rules should not apply to our company or to the Holding LP at any relevant time. However, no
assurance can be given in this regard. If our company or the Holding LP is a “SIFT partnership”, the Canadian federal income tax
consequences to our unitholders could be materially different in certain respects from those described in Item 10.E., “Taxation –
Certain Material Canadian Federal Income Tax Considerations”. In addition, there can be no assurance that the SIFT Rules will
not be revised or amended in the future such that the SIFT Rules will apply.
Unitholders may be required to include imputed amounts in their income for Canadian federal income tax purposes
in accordance with section 94.1 of the Tax Act.
Section 94.1 of the Tax Act contains rules relating to interests in entities that are not resident or deemed to be resident in
Canada for purposes of the Tax Act or not situated in Canada (and certain exempt foreign trusts as defined in subsection 94(1) of
the Tax Act), other than a CFA of the taxpayer (the “Non-Resident Entities”), that could in certain circumstances cause income
to be imputed to unitholders for Canadian federal income tax purposes, either directly or by way of allocation of such income
imputed to our company or to the Holding LP. See Item 10.E., “Taxation – Certain Material Canadian Federal Income Tax
Considerations”.
Our units may or may not continue to be “qualified investments” under the Tax Act for registered plans.
Provided that our units are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes
the NYSE and the TSX), our units will be “qualified investments” under the Tax Act for a trust governed by a registered
retirement savings plan (“RRSP”), deferred profit sharing plan, registered retirement income fund (“RRIF”), registered education
savings plan (“RESP”), registered disability savings plan (“RDSP”) and a tax-free savings account (“TFSA”), each as defined in
the Tax Act. However, there can be no assurance that our units will continue to be listed on a “designated stock exchange”. There
can also be no assurance that tax laws relating to “qualified investments” will not be changed. Taxes may be imposed in respect of
the acquisition or holding of non-qualified investments by such registered plans and certain other taxpayers and with respect to the
acquisition or holding of “prohibited investments” (as defined in the Tax Act) by an RRSP, RRIF, TFSA, RDSP or RESP.
Notwithstanding the foregoing, an annuitant under an RRSP or RRIF, a holder of a TFSA or RDSP or a subscriber of an
RESP, as the case may be, will be subject to a penalty tax if our units held in an RRSP, RRIF, TFSA, RDSP or RESP are
“prohibited investments” for the RRSP, RRIF, TFSA, RDSP or RESP, as the case may be. Generally, our units will not be a
“prohibited investment” for a trust governed by an RRSP, RRIF, TFSA, RDSP or RESP, provided that the annuitant under the
RRSP or RRIF, the holder of the TFSA or RDSP or the subscriber of the RESP, as the case may be, deals at arm’s length with our
company for purposes of the Tax Act and does not have a “significant interest” (as defined in the Tax Act for purposes of the
prohibited investment rules) in our company. Unitholders who hold our units in an RRSP, RRIF, TFSA, RDSP or RESP should
consult with their own tax advisors regarding the application of the foregoing prohibited investment rules having regard to their
particular circumstances.
Unitholders’ foreign tax credits for Canadian federal income tax purposes will be limited if the Foreign Tax Credit
Generator Rules apply in respect of the foreign “business-income tax” or “non-business-income tax” (each as defined in the
Tax Act) paid by our company or the Holding LP to a foreign country.
Under the Foreign Tax Credit Generator Rules, the foreign “business-income tax” or “non-business-income tax” for
Canadian federal income tax purposes for any taxation year may be limited in certain circumstances. If the Foreign Tax Credit
Generator Rules apply, the allocation to a unitholder of foreign “business-income tax” or “non-business-income tax” paid by our
company or the Holding LP, and therefore, such unitholder’s foreign tax credits for Canadian federal income tax purposes, will be
limited. See Item 10.E., “Taxation – Certain Material Canadian Federal Income Tax Considerations”.
Brookfield Business Partners
45
Unitholders who are not and are not deemed to be resident in Canada for purposes of the Tax Act and who do not use
or hold, and are not deemed to use or hold, their units of our company in connection with a business carried on in Canada
(“Non-Canadian Limited Partners”), may be subject to Canadian federal income tax with respect to any Canadian source
business income earned by our company or the Holding LP if our company or the Holding LP were considered to carry on
business in Canada.
If our company or the Holding LP were considered to carry on business in Canada for purposes of the Tax Act, Non-
Canadian Limited Partners would be subject to Canadian federal income tax on their proportionate share of any Canadian source
business income earned or considered to be earned by our company, subject to the potential application of the safe harbor rule in
section 115.2 of the Tax Act and any relief that may be provided by any relevant income tax treaty or convention.
The BBU General Partner intends to manage the affairs of our company and the Holding LP, to the extent possible, so
that they do not carry on business in Canada and are not considered or deemed to carry on business in Canada for purposes of the
Tax Act. Nevertheless, because the determination of whether our company or the Holding LP is carrying on business and, if so,
whether that business is carried on in Canada, is a question of fact that is dependent upon the surrounding circumstances, the CRA
might contend successfully that either or both of our company and the Holding LP carries on business in Canada for purposes of
the Tax Act.
If our company or the Holding LP is considered to carry on business in Canada or is deemed to carry on business in
Canada for the purposes of the Tax Act, Non-Canadian Limited Partners that are corporations would be required to file a
Canadian federal income tax return for each taxation year in which they are a Non-Canadian Limited Partner regardless of
whether relief from Canadian taxation is available under an applicable income tax treaty or convention. Non-Canadian Limited
Partners who are individuals would only be required to file a Canadian federal income tax return for any taxation year in which
they are allocated income from our company from carrying on business in Canada that is not exempt from Canadian taxation
under the terms of an applicable income tax treaty or convention.
Non-Canadian Limited Partners may be subject to Canadian federal income tax on capital gains realized by our
company or the Holding LP on dispositions of “taxable Canadian property” (as defined in the Tax Act).
A Non-Canadian Limited Partner will be subject to Canadian federal income tax on its proportionate share of capital
gains realized by our company or the Holding LP on the disposition of “taxable Canadian property” other than “treaty protected
property” (as defined in the Tax Act). “Taxable Canadian property” includes, but is not limited to, property that is used or held in
a business carried on in Canada and shares of corporations that are not listed on a “designated stock exchange” (as defined in the
Tax Act) if more than 50% of the fair market value of the shares is derived from certain Canadian properties during the 60-month
period immediately preceding the particular time. Property of our company and the Holding LP generally will be “treaty-protected
property” to a Non-Canadian Limited Partner if the gain from the disposition of the property would, because of an applicable
income tax treaty or convention, be exempt from tax under the Tax Act. The BBU General Partner does not expect our company
or the Holding LP to realize capital gains or losses from dispositions of “taxable Canadian property”. However, no assurance can
be given in this regard. Non-Canadian Limited Partners will be required to file a Canadian federal income tax return in respect of
a disposition of “taxable Canadian property” by our company or the Holding LP unless the disposition is an “excluded
disposition” for the purposes of section 150 of the Tax Act. However, Non-Canadian Limited Partners that are corporations will
still be required to file a Canadian federal income tax return in respect of a disposition of “taxable Canadian property” that is an
“excluded disposition” for the purposes of section 150 of the Tax Act if tax would otherwise be payable under Part I of the
Tax Act by such Non-Canadian Limited Partners in respect of the disposition but is not because of an applicable income tax treaty
or convention (otherwise than in respect of a disposition of “taxable Canadian property” that is “treaty-protected property” of the
corporation). In general, an “excluded disposition” is a disposition of property by a taxpayer in a taxation year where: (a) the
taxpayer is a non-resident of Canada at the time of the disposition; (b) no tax is payable by the taxpayer under Part I of the Tax
Act for the taxation year; (c) the taxpayer is not liable to pay any amounts under the Tax Act in respect of any previous taxation
year (other than certain amounts for which the CRA holds adequate security); and (d) each “taxable Canadian property” disposed
of by the taxpayer in the taxation year is either: (i) “excluded property” (as defined in subsection 116(6) of the Tax Act); or (ii)
property in respect of the disposition of which a certificate under subsection 116(2), (4) or (5.2) of the Tax Act has been issued by
the CRA. Non-Canadian Limited Partners should consult their own tax advisors with respect to the requirements to file a
Canadian federal income tax return in respect of a disposition of “taxable Canadian property” by our company or the Holding LP.
46
Brookfield Business Partners
Non-Canadian Limited Partners may be subject to Canadian federal income tax on capital gains realized on the
disposition of our units if our units are considered “taxable Canadian property”.
Any capital gain arising from the disposition or deemed disposition of our units by a Non-Canadian Limited Partner will
be subject to taxation in Canada, if, at the time of the disposition or deemed disposition, our units are “taxable Canadian property”
of the Non-Canadian Limited Partner, unless our units are “treaty-protected property” to such Non-Canadian Limited Partner. In
general, our units will not constitute “taxable Canadian property” of any Non-Canadian Limited Partner at the time of disposition
or deemed disposition, unless (a) at any time during the 60-month period immediately preceding the disposition or deemed
disposition, more than 50% of the fair market value of our units was derived, directly or indirectly (excluding through a
corporation, partnership or trust, the shares or interests in which were not themselves “taxable Canadian property”), from one or
any combination of: (i) real or immovable property situated in Canada; (ii) “Canadian resource properties” (as defined in the Tax
Act); (iii) “timber resource properties” (as defined in the Tax Act); and (iv) options in respect of, or interests in, or for civil law
rights in, such property, whether or not such property exists, or (b) our units are otherwise deemed to be “taxable Canadian
property”. Since our company’s assets will consist principally of units of the Holding LP, our units would generally be “taxable
Canadian property” at a particular time if the units of the Holding LP held by our company derived, directly or indirectly
(excluding through a corporation, partnership or trust, the shares or interests in which were not themselves “taxable Canadian
property”), more than 50% of their fair market value from properties described in (i) to (iv) above, at any time in the 60-month
period preceding the particular time. The BBU General Partner does not expect our units to be “taxable Canadian property” of any
Non-Canadian Limited Partner at any time but no assurance can be given in this regard. See Item 10.E., “Taxation – Certain
Material Canadian Federal Income Tax Considerations”. Even if our units constitute “taxable Canadian property”, units of our
company will be “treaty-protected property” if the gain on the disposition of our units is exempt from tax under the Tax Act under
the terms of an applicable income tax treaty or convention. If our units constitute “taxable Canadian property”, Non-Canadian
Limited Partners will be required to file a Canadian federal income tax return in respect of a disposition of our units unless the
disposition is an “excluded disposition” (as discussed above). If our units constitute “taxable Canadian property”, Non-Canadian
Limited Partners should consult their own tax advisors with respect to the requirement to file a Canadian federal income tax return
in respect of a disposition of our units.
Non-Canadian Limited Partners may be subject to Canadian federal income tax reporting and withholding tax
requirements on the disposition of “taxable Canadian property”.
Non-Canadian Limited Partners who dispose of “taxable Canadian property”, other than “excluded property” and certain
other property described in subsection 116(5.2) of the Tax Act, (or who are considered to have disposed of such property on the
disposition of such property by our company or the Holding LP), are obligated to comply with the procedures set out in section
116 of the Tax Act and obtain a certificate pursuant to the Tax Act. In order to obtain such certificate, the Non-Canadian Limited
Partner is required to report certain particulars relating to the transaction to CRA not later than 10 days after the disposition
occurs. The BBU General Partner does not expect our units to be “taxable Canadian property” of any Non-Canadian Limited
Partner and does not expect our company or the Holding LP to dispose of property that is “taxable Canadian property” but no
assurance can be given in these regards.
Brookfield Business Partners
47
Payments of dividends or interest (other than interest not subject to Canadian federal withholding tax) by residents of
Canada to the Holding LP will be subject to Canadian federal withholding tax and we may be unable to apply a reduced rate
taking into account the residency or entitlement to relief under an applicable income tax treaty or convention of our
unitholders.
Our company and the Holding LP will each be deemed to be a non-resident person in respect of certain amounts paid or
credited or deemed to be paid or credited to them by a person resident or deemed to be resident in Canada, including dividends or
interest. Dividends or interest (other than interest not subject to Canadian federal withholding tax) paid or deemed to be paid by a
person resident or deemed to be resident in Canada to the Holding LP will be subject to withholding tax under Part XIII of the
Tax Act at the rate of 25%. However, the CRA’s administrative practice in similar circumstances is to permit the rate of Canadian
federal withholding tax applicable to such payments to be computed by looking through the partnership and taking into account
the residency of the partners (including partners who are resident in Canada) and any reduced rates of Canadian federal
withholding tax that any non-resident partners may be entitled to under an applicable income tax treaty or convention, provided
that the residency status and entitlement to treaty benefits can be established. In determining the rate of Canadian federal
withholding tax applicable to amounts paid by the Holding Entities to the Holding LP, the BBU General Partner expects the
Holding Entities to look-through the Holding LP and our company to the residency of the partners of our company (including
partners who are resident in Canada) and to take into account any reduced rates of Canadian federal withholding tax that non-
resident partners may be entitled to under an applicable income tax treaty or convention in order to determine the appropriate
amount of Canadian federal withholding tax to withhold from dividends or interest paid to the Holding LP. However, there can be
no assurance that the CRA will apply its administrative practice in this context. If the CRA’s administrative practice is not applied
and the Holding Entities withhold Canadian federal withholding tax from applicable payments on a look-through basis, the
Holding Entities may be liable for additional amounts of Canadian federal withholding tax plus any associated interest and
penalties. Under the Canada-United States Tax Convention (1980) (the “Treaty”), a Canadian resident payer is required in certain
circumstances to look-through fiscally transparent partnerships, such as our company and the Holding LP, to the residency and
Treaty entitlements of their partners and take into account the reduced rates of Canadian federal withholding tax that such partners
may be entitled to under the Treaty.
While the BBU General Partner expects the Holding Entities to look-through our company and the Holding LP in
determining the rate of Canadian federal withholding tax applicable to amounts paid or deemed to be paid by the Holding Entities
to the Holding LP, we may be unable to accurately or timely determine the residency of our unitholders for purposes of
establishing the extent to which Canadian federal withholding taxes apply or whether reduced rates of withholding tax apply to
some or all of our unitholders. In such a case, the Holding Entities will withhold Canadian federal withholding tax from all
payments made to the Holding LP that are subject to Canadian federal withholding tax at the rate of 25%. Canadian resident
unitholders will be entitled to claim a credit for such taxes against their Canadian federal income tax liability but Non-Canadian
Limited Partners will need to take certain steps to receive a refund or credit in respect of any such Canadian federal withholding
taxes withheld equal to the difference between the withholding tax at a rate of 25% and the withholding tax at the reduced rate
they are entitled to under an applicable income tax treaty or convention. See Item 10.E., “Taxation - Certain Material Canadian
Federal Income Tax Considerations” for further detail. Unitholders should consult their own tax advisors concerning all aspects of
Canadian federal withholding taxes.
General Risk Factors
Our failure to maintain effective internal controls could have a material adverse effect on our business in the future and the
price of our units.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and
stock exchange rules promulgated in response to the Sarbanes-Oxley Act. A number of our current operating subsidiaries are, and
potential future acquisitions will be private companies and their systems of internal controls over financial reporting may be less
developed as compared to public company requirements. In addition, we routinely exclude recently acquired companies from our
evaluation of internal controls. For example, for our fiscal year ended December 31, 2021, we excluded our technology services
operations, solar power solutions operations, engineered components manufacturer and our modular building leasing services
operations which collectively represented approximately 20% of total assets, 26% of net assets, 3% of revenues and -4% of net
income for the year. Any failure to maintain adequate internal controls over financial reporting or to implement required, new or
improved controls, or difficulties encountered in their implementation, could cause material weaknesses or significant deficiencies
in our internal controls over financial reporting and could result in errors or misstatements in our consolidated financial statements
that could be material. If we or our independent registered public accounting firm were to conclude that our internal controls over
financial reporting were not effective, investors could lose confidence in our reported financial information and the price of our
units could decline. Our failure to achieve and maintain effective internal controls could have a material adverse effect on our
business, our ability to access capital markets and investors’ perception of us. In addition, material weaknesses in our internal
controls could require significant expense and management time to remediate.
48
Brookfield Business Partners
The market price of our units (and securities exchangeable into units, such as the BBUC exchangeable shares) may be
volatile.
The market price of our units (and securities exchangeable into units, such as the BBUC exchangeable shares) may be
highly volatile and could be subject to wide fluctuations. Some of the factors that could negatively affect the price of our units and
securities exchangeable into units include: general market and economic conditions, including disruptions, downgrades, credit
events and perceived problems in the credit markets; actual or anticipated variations in our quarterly operating results or
distributions on our units; actual or anticipated variations or trends in market interest rates; changes in our operating businesses or
asset composition; write-downs or perceived credit or liquidity issues affecting our assets; market perception of our company, our
business and our assets, including investor sentiment regarding diversified holding companies such as our company; our level of
indebtedness and/or adverse market reaction to any indebtedness we incur in the future; our ability to raise capital on favorable
terms or at all; loss of any major funding source; the termination of our Master Services Agreement or additions or departures of
our or Brookfield’s key personnel; changes in market valuations of similar companies and partnerships; speculation in the press or
investment community regarding us or Brookfield; and changes in U.S. tax laws that make it impractical or impossible for our
company to continue to be taxable as a partnership for U.S. federal income tax purposes. Securities markets in general have
experienced extreme volatility that has often been unrelated to the operating performance of particular companies or partnerships.
Any broad market fluctuations may adversely affect the trading price of our units (and securities exchangeable into units, such as
the BBUC exchangeable shares).
Our company is an “SEC foreign issuer” under Canadian securities regulations and a “foreign private issuer” under U.S.
securities law. Therefore, we are exempt from certain requirements of Canadian securities laws and from requirements
applicable to U.S. domestic registrants listed on the NYSE.
Although our company is a reporting issuer in Canada, we are an “SEC foreign issuer” and exempt from certain
Canadian securities laws relating to disclosure obligations and proxy solicitation, subject to certain conditions. Therefore, there
may be less publicly available information in Canada about our company than would be available if we were a typical Canadian
reporting issuer.
Although we are subject to the periodic reporting requirement of the U.S. Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, or the Exchange Act, the periodic disclosure required of foreign private
issuers under the Exchange Act is different from periodic disclosure required of U.S. domestic registrants. Therefore, there may
be less publicly available information about our company than is regularly published by or about other public limited partnerships
in the United States. Our company is exempt from certain other sections of the Exchange Act to which U.S. domestic issuers are
subject, including the requirement to provide our unitholders with information statements or proxy statements that comply with
the Exchange Act. In addition, insiders and large unitholders of our company are not obligated to file reports under Section 16 of
the Exchange Act, and we will be permitted to follow certain home country corporate governance practices instead of those
otherwise required under the NYSE Listed Company Manual for domestic issuers. We currently intend to follow the same
corporate practices as would be applicable to U.S. domestic limited partnerships. However, we may in the future elect to follow
our home country law for certain of our corporate governance practices, as permitted by the rules of the NYSE, in which case our
unitholders would not be afforded the same protection as provided under NYSE corporate governance standards. Following our
home country governance practices as opposed to the requirements that would otherwise apply to a U.S. domestic limited
partnership listed on the NYSE may provide less protection than is accorded to investors of U.S. domestic issuers.
Political instability and unfamiliar cultural factors could adversely impact the value of our investments.
We are subject to geographical uncertainties in all jurisdictions in which we operate, including North America. We also
make investments in businesses that are based outside of North America and we may pursue investments in unfamiliar markets,
which may expose us to additional risks not typically associated with investing in North America. We may not properly adjust to
the local culture and business practices in such markets, and there is the prospect that we may hire personnel or partner with local
persons who might not comply with our culture and ethical business practices; either scenario could result in the failure of our
initiatives in new markets and lead to financial losses for us and our managed entities. There are risks of political instability in
several of our major markets and in other parts of the world in which we conduct business, including, for example, Brazil, from
factors such as political conflict, protests, income inequality, refugee migration, terrorism, the potential break-up of political or
economic unions (or the departure of a union member - e.g., Brexit) and political corruption; the materialization of one or more of
these risks could negatively affect our financial performance.
Brookfield Business Partners
49
It is unclear how the withdrawal of the U.K. from the E.U. may impact the economics of the U.K., the E.U. countries and
other nations where we operate. Brexit continues to significantly disrupt the free movement of goods, services, and people
between the U.K. and the E.U. and result in increased legal and regulatory complexities, as well as potential higher costs of
conducting business in Europe. Any of these effects of Brexit, among others, could adversely affect our financial position, results
of operations or cash flows. While we have not experienced any material financial impact from Brexit on our businesses to date,
we cannot predict its future implications.
Unforeseen political events in markets where our operating businesses own and operate assets and may look to for
further growth of our businesses, such as the U.S., Brazilian, Australian, European and Asian markets, may create economic
uncertainty that has a negative impact on our financial performance. Such uncertainty could cause disruptions to our businesses,
including affecting the business of and/or our relationships with our customers and suppliers, as well as altering the relationship
among tariffs and currencies, including the value of the Brazilian real, the British pound and the Euro relative to the U.S. and
Canadian dollar. Disruptions and uncertainties could adversely affect our financial condition, operating results and cash flows. In
addition, political outcomes in the markets in which we operate may also result in legal uncertainty and potentially divergent
national laws and regulations, which can contribute to general economic uncertainty. Economic uncertainty impacting us and our
managed entities could be exacerbated by political events, including those in the U.S., Brazil, Australia, Europe, Asia and
elsewhere.
All of our operating businesses are subject to changes in government policy and legislation.
Our operations are located in many different jurisdictions, each with its own government and legal system. Our financial
condition and results of operations could also be affected by changes in economic or other government policies, changes in
monetary policy, as well as by regulatory changes or administrative practices, or other political or economic developments in the
jurisdiction in which we operate, such as: interest rates; benchmark interest rate reforms, including changes to the administration
of the London Interbank Offered Rate, or LIBOR; currency fluctuations; exchange controls and restrictions; inflation; tariffs;
liquidity of domestic financial and capital markets; policies relating to climate change or policies relating to tax; and other
political, social, economic, and environmental and occupational health and safety developments that may occur in or affect the
countries in which our operating businesses are located or conduct business or the countries in which the customers of our
operating businesses are located or conduct business or both.
In the case of our industrial operations, we cannot predict the impact of future economic conditions, energy conservation
measures, alternative energy requirements or governmental regulation, all of which could reduce the demand for the products and
services provided by such businesses or the availability of commodities we rely upon to conduct our operations. It is difficult to
predict government policies and what form of laws and regulations will be adopted or how they will be construed by the relevant
courts, or the extent to which any changes may adversely affect us.
The Financial Conduct Authority in the U.K. has announced that it will cease to compel banks to participate in LIBOR
after 2021. This change to the administration of LIBOR, and any other reforms to benchmark interest rates, could create
significant risks and challenges for us and our operating businesses. The discontinuance of, or changes to, benchmark interest
rates may require adjustments to agreements to which we and other market participants are parties, as well as to related systems
and processes. Similarly, on June 23, 2016, the U.K. voted in favor of exiting the European Union, or Brexit. In January 2020, the
U.K. exited the E.U., which has caused, and is anticipated to continue to cause, volatility in the financial markets generally, which
may in turn have a material adverse effect on our business, financial condition and results of operations.
We may suffer a significant loss resulting from fraud, bribery, corruption or other illegal acts, inadequate or failed internal
processes or systems, or from external events.
Brookfield, our company and our operating businesses are subject to a number of laws and regulations governing
payments and contributions to public officials or other third parties, including restrictions imposed by the U.S. Foreign Corrupt
Practices Act of 1977 and similar laws in non-U.S. jurisdictions, such as the U.K. Bribery Act 2010 and the Canadian Corruption
of Foreign Public Officials Act.
Different laws that are applicable to us and our operating businesses may contain conflicting provisions, making our
compliance more difficult. The policies and procedures we have implemented to protect against non-compliance with anti-bribery
and corruption legislation may be inadequate. If we fail to comply with such laws and regulations, we could be exposed to claims
for damages, financial penalties, reputational harm, restrictions on our operations and other liabilities, which could negatively
affect our operating results and financial condition. In addition, we may be subject to successor liability for violations under these
laws or other acts of bribery committed by our operating businesses.
50
Brookfield Business Partners
ITEM 4. INFORMATION ON OUR COMPANY
4.A. HISTORY AND DEVELOPMENT OF OUR COMPANY
Our company was established on January 18, 2016 as a Bermuda exempted limited partnership registered under the
Bermuda Limited Partnership Act 1883, as amended, and the Bermuda Exempted Partnerships Act 1992, as amended. Our head
and registered office is 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda, and our telephone number is +441 294 3309. Our
units are listed on the NYSE and the TSX under the symbols “BBU” and “BBU.UN”, respectively.
We were established by Brookfield Asset Management as its primary vehicle to own and operate business services and
industrial operations on a global basis. On June 20, 2016, Brookfield Asset Management completed the spin-off of its business
services and industrial operations to our company, which was effected by way of a special dividend of units of our company to
holders of Brookfield Asset Management’s Class A and B limited voting shares. Each holder of the shares received one unit for
every 50 shares, representing approximately 45% of our units, with Brookfield retaining the remaining units. Prior to the spin-off,
Brookfield effected a reorganization so that our then-current operations are held by the Holding Entities, the common shares of
which are wholly-owned by Holding LP. In consideration, Brookfield received a combination of our units, general partnership
units, Redemption-Exchange Units of the Holding LP and Special LP Units. Brookfield’s economic interest in our partnership is
approximately 64.9%, assuming the exchange of all the issued and outstanding Redemption-Exchange Units and BBUC
exchangeable shares. BBU General Partner, our general partner, is an indirect wholly-owned subsidiary of Brookfield Asset
Management. In addition, wholly-owned subsidiaries of Brookfield Asset Management provide management services to us
pursuant to our Master Services Agreement.
Recent Business Developments
Special Distribution
On March 15, 2022, our partnership completed the previously announced special distribution of BBUC exchangeable
shares. Each of our unitholders of record on March 7, 2022 received one BBUC exchangeable share for every two LP units held.
Each BBUC exchangeable share has been structured with the intention of providing an economic return equivalent to one LP
Unit, and BBUC targets to pay identical dividends on a per share basis to the distributions paid on each LP Unit. Each BBUC
exchangeable share is exchangeable, at the BBUC shareholder’s option, for one LP Unit (subject to adjustment to reflect certain
capital events) or its cash equivalent.
The share capital of BBUC comprises of BBUC exchangeable shares, class B multiple voting shares and class C non-
voting shares. The BBUC exchangeable shares and class B shares control 25% and 75%, respectively, of the aggregate voting
rights of the shares of BBUC. Brookfield holds approximately 64.7% of the BBUC exchangeable shares, which is approximately
equivalent to its effective ownership of LP Units, and our partnership indirectly owns all of the class B shares and class C shares.
The following table outlines significant transactions and events that transpired in our business during or after the year:
Date
Segment
January 2021
Business
services
Event
On January 8, 2021, together with institutional partners, we acquired a 100% economic interest
in Everise for $282 million. Everise is a customer management solutions provider which
specializes in managing customer interactions for large global healthcare and technology
clients primarily based in the United States. Total consideration was $282 million, comprising
$219 million of equity and $63 million of contingent consideration related to the achievement
of near-term performance targets payable to the former shareholders. Our share of the
economic interest was 36% and was acquired for equity consideration of $80 million. In the
first quarter of 2022, together with institutional partners, we syndicated a portion of our
investment and funded contingent consideration to the former shareholders, which reduced our
economic interest to 29%.
Brookfield Business Partners
51
On January 14, 2021, together with institutional partners, we sold 20 million common shares of
GrafTech for proceeds of $214 million, resulting in a pre-tax gain of $239 million recognized
directly in the consolidated statements of changes in equity, of which our share was
$82 million. Subsequently, on March 1, 2021, together with institutional partners, we sold an
additional 30 million common shares of GrafTech for total proceeds of $350 million. We
recorded a pre-tax gain of $1,764 million within the consolidated statements of operating
results, of which our share was $609 million. As a result of the sale, our economic interest in
the business was reduced to approximately 13% and resulted in the deconsolidation of our
investment in GrafTech. We retained significant influence in the investment and recorded an
investment in associate which is being accounted for using the equity method. In May 2021,
together with institutional partners, we sold 11.3 million common shares of GrafTech through
two block trade transactions for pre-tax proceeds of approximately $150 million. The
transactions decreased our economic interest to 8%.
On April 1, 2021, together with institutional partners, we acquired the remaining 43% of
publicly held shares of Sagen. We funded approximately $185 million of the $1.3 billion total
consideration. Upon closing of
to
approximately 41%.
transaction, our economic
increased
interest
the
On August 31, 2021, together with institutional partners, we acquired a 100% economic
interest in Aldo, a leading distributor of solar power solutions for the distributed generation
market in Brazil for total consideration of $623 million, comprising $295 million of equity and
$328 million of contingent consideration. We funded approximately $104 million of the cash
consideration for a 35% economic interest, with the balance funded by our institutional
partners.
On October 4, 2021, together with institutional partners, we acquired a 100% economic interest
in DexKo, a leading manufacturer of highly engineered components primarily for industrial
trailers and other towable-equipment providers for total consideration of $3.8 billion,
comprising $1.1 billion of equity, $2.6 billion of debt, and $30 million of contingent
consideration. We funded $396 million of the equity consideration for a 35% economic
interest, with the balance funded by institutional partners. A portion of our investment may be
syndicated to other institutional partners.
On December 15, 2021, together with institutional partners, we acquired a 100% economic
interest in Modulaire, a leading provider of modular building leasing services in Europe and
Asia-Pacific for total consideration of $4.8 billion, comprising $1.6 billion of equity
$3.2 billion of debt, and $19 million of non-cash consideration. We funded $581 million of the
equity consideration for a 36% economic interest, with the balance funded by institutional
partners. A portion of our investment may be syndicated to other institutional partners.
In January 2022, we signed an agreement to acquire Cupa, a leading provider of slate roofing
products, for approximately $950 million. The transaction will be funded with approximately
$390 million of equity, of which we intend to fund approximately 25% on closing, with the
balance being funded by institutional partners. We expect to close the transaction in the second
quarter of 2022.
On February 4, 2022, Brookfield entered into an agreement to subscribe for up to $1 billion of
our 6% perpetual preferred equity securities. Proceeds will be available for us to draw upon for
future growth opportunities as they arise.
On February 28, 2022, together with institutional partners, we signed an agreement to acquire a
60% economic interest in Magnati for approximately $400 million, comprising $190 million of
equity and $210 million of debt. Magnati is a leading technology enabled essential services
provider in the payment processing space operating in the United Arab Emirates. Our share of
the equity purchase price will be approximately $65 million for a 20% economic interest, with
the balance funded by institutional partners. We expect the transaction to close in the first half
of 2022.
On March 15, 2022, our partnership completed a special distribution whereby unitholders as of
March 7, 2022 received one BBUC exchangeable share for every two LP units held.
January – May
2021
Industrials
April 2021
Business
services
August 2021
Industrials
October 2021
Industrials
December
2021
Infrastructure
services
January 2022
Industrials
February 2022
February 2022
Business
services
March 2022
March 2022
Infrastructure
services
On March 15, 2022, our nuclear technology services operations entered into an agreement to
acquire a services business which provides technical services to the nuclear sector and select
strategic adjacencies. The acquisition is expected to close during 2022.
52
Brookfield Business Partners
March 2022
Business
services
On March 18, 2022, together with institutional partners, we signed an agreement to acquire La
Trobe, a leading Australian non-bank lender and asset manager, for approximately $1.1 billion
including a contingent payment tied to the business achieving certain performance milestones.
The transaction will be funded with approximately $765 million of equity, of which we intend
to fund approximately $250 million, with the balance being funded by institutional partners.
We expect to close the transaction in the second quarter of 2022.
March 2022
Business
services
April 2022
Business
services
April 2022
Business
Services
On March 29, 2022, together with institutional partners, we signed an agreement to acquire
Nielsen, a global leader in third-party audience measurement, data and analytics across all
forms of media and content, in an all-cash transaction valued at approximately $16 billion. We
expect to invest approximately $2.65 billion by way of preferred equity convertible into 45%
of Nielsen’s common equity, with our share expected to be approximately $600 million.
Closing of the transaction remains subject to customary closing conditions and the approval of
the current holders of Nielsen’s common equity, and is expected to occur in the second half of
2022.
On April 4, 2022, together with institutional partners, we completed the acquisition of a 100%
economic interest in Scientific Games Lottery for approximately $5.7 billion, comprising $2.5
billion of equity and $3.2 billion of debt. Scientific Games Lottery is an essential service
provider to government sponsored lottery programs through its capabilities in game design,
distribution, systems and
technology solutions. We funded
approximately 35% of the equity, with the balance coming from institutional partners. A
portion of our interest may be syndicated to institutional partners.
On April 7, 2022, together with institutional partners, we signed an agreement to acquire CDK
Global, a leading provider of technology services and software solutions to automotive dealers
and manufacturers, for approximately $8.3 billion. The transaction will be funded with
approximately $3.5 billion of equity, of which we intend to fund approximately $500 million,
with the balance being funded by institutional partners. We expect to close this transaction in
the third quarter of 2022. We intend to fund our portion of the investment in CDK Global with
a new $500 million commitment from Brookfield Asset Management to subscribe for our 6%
perpetual preferred equity securities.
terminals, and
turnkey
Consistent with our company’s strategy and in the normal course of business, we are engaged in discussions, and have in
place various binding and/or non-binding agreements, with respect to possible business acquisitions and dispositions. However,
there can be no assurance that these discussions or agreements will result in a transaction or, if they do, what the final terms or
timing of such transactions would be. Our company expects to continue current discussions and actively pursue these and other
acquisitions and disposition opportunities.
For a description of our principal capital expenditures in the last three fiscal years by segment, see Item 5.A., “Operating
Results”.
Brookfield Business Partners
53
4.B. BUSINESS OVERVIEW
Overview
We were established by Brookfield to be its flagship public partnership for its business services and industrials
operations. Our operations are primarily located in Canada, Australia, the U.K., the United States, India and Brazil. We are
focused on owning and operating high-quality operations that benefit from a strong competitive position and provide essential
products and services. We seek to build value through enhancing the cash flows of our businesses, pursuing an operations-
oriented acquisition strategy and opportunistically recycling capital generated from operations and dispositions into our existing
operations, new acquisitions and investments. The partnership’s goal is to generate returns to unitholders primarily through capital
appreciation with a modest distribution yield.
Operating Segments
We have four operating segments which are organized based on how management views business activities within
particular sectors:
(i)
(ii)
(iii)
(iv)
Business services, including residential mortgage insurance services, healthcare services, road fuel operations,
construction services, entertainment operations, non-banking financial services operations and other businesses;
Infrastructure services, including nuclear technology services, offshore oil services, modular building leasing and
work access services;
Industrials, including advanced energy storage operations, graphite electrode operations, water and wastewater
operations, solar power solutions operations, engineered component manufacturing, and other businesses; and
Corporate and other, which includes corporate cash and liquidity management, and activities related to the
management of the partnership’s relationship with Brookfield.
The tables below provide a breakdown of total assets of $64.2 billion as at December 31, 2021 and revenues of $46.6
billion for the year ended December 31, 2021 by operating segment and region.
Operating segments
(US$ MILLIONS)
Business services
Infrastructure services
Industrials
Corporate and other
Total
Regions
(US$ MILLIONS)
United Kingdom
United States of America
Europe
Australia
Canada
Brazil
Mexico
Other
Total
54
Brookfield Business Partners
Assets
As at
December 31, 2021
Revenues
For the year ended
December 31, 2021
$
$
20,376 $
16,380
27,315
148
64,219 $
29,988
4,457
12,142
—
46,587
Assets
As at
December 31, 2021
Revenues
For the year ended
December 31, 2021
$
5,334 $
18,827
14,648
15,544
6,219
9,207
5,871
2,395
5,001
6,715
7,107
4,529
3,916
1,711
813
2,969
$
64,219 $
46,587
We seek to build value through enhancing the cash flows of our operations, pursuing an operations-oriented acquisition
strategy and opportunistically recycling capital generated from operations and monetizations into our existing businesses, new
acquisitions and investments. We strive to ensure that each of our businesses has a clear, concise business strategy built on its
competitive advantages, while focusing on profitability, sustainable operations, product margins and cash flows.
We plan to grow primarily by acquiring positions of control or significant influence in businesses at attractive valuations
and by enhancing earnings of the businesses we operate. In addition to pursuing accretive acquisitions within our current
operations, we will opportunistically pursue transactions wherein our expertise, or the broader Brookfield platform, provide
insight into global trends to source acquisitions that are not available or obvious to competitors. We partner with others, primarily
institutional capital, to execute acquisitions that we may not otherwise be able to do on our own. Accordingly, an integral part of
our strategy is to participate with institutional partners in Brookfield-sponsored or co-sponsored consortiums for company
acquisitions and as a partner in or alongside Brookfield-sponsored or co-sponsored partnerships that target acquisitions that suit
our profile. Brookfield has a strong track record of leading such consortiums and partnerships and actively managing underlying
assets to improve performance. Brookfield has agreed that it will not sponsor such arrangements that are suitable for us in the
business services and industrial operations sectors unless we are given an opportunity to participate. See Item 7.B., “Related Party
Transactions - Relationship Agreement”.
Business services
Our business services segment principally provides essential services relating to (i) residential mortgage insurance, (ii)
healthcare, (iii) road fuels marketing and distribution, (iv) real estate and construction, (v) entertainment, (vi) financing, and (vii)
other businesses wherein we have the ability to leverage the operational expertise and scale of the broader Brookfield platform.
Our focus is on building high-quality businesses benefiting from barriers to entry through scale and predictable, recurring cash
flows and where quality of service and/or a global footprint are competitive differentiators. In keeping with our overall strategy,
we seek to pursue accretive acquisitions to grow our existing operations and create new ones and to opportunistically make
investments where our operational footprint provides us with an advantage in doing so.
Many of our clients consist of corporations. These customers are often large credit-worthy counterparties thereby
reducing risks to cash flow streams. The goodwill that we have created with our customers gives us the ability to generate future
business through the cross-selling of other services, particularly in connection with global clients, where consistency of
performance on a global basis is important. Some of our business services activities are seasonal in nature and affected by the
general level of economic activity and related volume of services purchased by our clients.
The table below provides a breakdown of revenues for our business services segment by region:
(US$ MILLIONS)
United Kingdom
United States of America
Europe
Australia
Canada
Brazil
Other
Total
Residential mortgage insurance
Year ended December 31,
2020
2021
2019
$
18,257 $
13,419 $
19,697
344
2,495
4,428
3,201
364
899
21
1,071
4,225
2,498
423
923
324
687
4,042
2,990
456
626
$
29,988 $
22,580 $
28,822
Our residential mortgage insurer is the largest private sector residential mortgage insurer in Canada, providing mortgage
default insurance to Canadian residential mortgage lenders. Regulations in Canada require lenders to purchase mortgage insurance
in respect of a residential mortgage loan whenever the loan-to-value ratio exceeds 80%. Our residential mortgage insurer plays a
significant role in increasing access to homeownership for Canadian residents, particularly for first-time homebuyers.
Our residential mortgage insurer has built a broad underwriting and distribution platform across Canada that provides
customer-focused products and support services to the vast majority of Canada’s residential mortgage lenders and originators. We
underwrite mortgage insurance for residential properties in all provinces and territories of Canada.
Brookfield Business Partners
55
Healthcare
Our Australian healthcare services operations are a leading private hospital operator and provider of essential social
infrastructure to the Australian healthcare system. We operate 42 private hospitals, providing doctors and patients with access to
operating theaters, nursing staff, accommodations, and other critical care and consumables primarily in support of elective surgery
activity.
Road fuels marketing and distribution
Our road fuels operation is a globally integrated platform with leading renewable and retail operations, enabled by an
infrastructure-backed supply footprint and operating platform. It is one of Europe’s largest renewable fuel producers, with an
extensive retail network predominantly anchored by grocery retail and critical infrastructure with long-term recurring customer
volumes, combined with a flexible, global supply chain. The business has a presence in the U.K., Canada, Ireland, United States,
and Brazil.
Our fuel marketing business currently operates 371 retail gas stations and associated convenience kiosks across Canada
and Ireland. The business benefits from significant scale and strong customer loyalty primarily through the PC Optimum loyalty
program in Canada. In April 2021, the business acquired a fuel distributor and retailer based in Ireland, adding 34 new sites
during the year.
Real estate and construction
We provide services to over 19,000 residential real estate brokers through franchise arrangements under a number of
brands in Canada, including the nationally recognized brand, Royal LePage. We also directly operate residential brokerages in
select cities in Canada and provide valuations and related analytic services to financial institutions and we process in excess of
180,000 property appraisals per year.
We also provide condominium management services and are one of the largest residential condominium property
management companies in Ontario, Canada with over 90,000 units under management.
Our construction operations are a global contractor with a focus on high-quality construction, primarily on large-scale
and complex landmark buildings and social infrastructure. Construction projects are generally delivered through contracts for
design, program, procurement and construction for a defined price. Most construction activity is typically subcontracted to
reputable specialists whose obligations generally mirror those contained within the main construction contract. Our construction
operations operate primarily in Australia and the U.K. across a broad range of sectors, including office, residential, hospitality and
leisure, social infrastructure, retail and mixed-use properties.
As a significant portion of revenue from our construction operations are generated from large projects, results can
fluctuate quarterly and annually depending on the timing of project awards and the commencement and progress of work under
contracts already awarded. We believe the financial strength and stability of our construction operations and the mature and robust
risk management processes we have adopted position us to effectively service our current client base and attract new clients.
Generally, we are required to post between 5% and 10% of contract value as performance security under our contracts. The
guarantees and bonds issued to clients are typically secured by indemnities against subcontractors. At December 31, 2021, our
backlog of construction projects was approximately $7.5 billion, with 94% in Australia and the U.K.
Our client base includes both private and public-sector entities which, combined with our geographical spread, provides
some protection against market fluctuations driven by economic cycles. Growth prospects differ from region to region. In
Australia, we have strong market positions in Sydney, Melbourne, Perth and Brisbane with opportunities for growth in other large
regional centers of Canberra and Adelaide. In the U.K., we believe our most compelling growth opportunity is to increase our
market share in private sector work, primarily in the commercial and residential spaces in London, as well as future opportunities
in social infrastructure. We have established our business in Ontario, Canada with a strong focus on the Toronto residential and
commercial markets. In the Middle East, we have proactively reduced the scale of our operations and have now reached practical
completion on all projects.
Entertainment
Our entertainment operations, in partnership with a leading Canadian operator, consist of four entertainment facilities in
the Greater Toronto Area. Through a long-term contract with the Ontario Lottery and Gaming Corporation, we have the exclusive
right to operate these facilities. Through our partnership, we have undertaken a growth strategy whereby we plan to enhance the
guest experience and transform each of these sites into attractive, premier entertainment destinations. This modernization and
development is intended to include enhanced entertainment offerings and integrated property expansions that will incorporate
leading world-class amenities such as hotels, meeting and event facilities, performance venues, restaurants and retail shopping.
56
Brookfield Business Partners
Financing
Our non-bank financial services operations in India are a leading financing company primarily focused on commercial
vehicle lending, and affordable housing. We cater to over 85,000 customers and help them buy their first home, secure
commercial vehicle financing, or provide access to financing for small and medium-sized enterprises to support India’s
entrepreneurs. With a pan-India distribution network of more than 300 branches, our non-bank financial services operations are
well established to cater to the growing credit demand in the country.
Other
Our rural broadband services operations are a provider of high speed fixed wireless broadband in rural Ireland. Our rural
broadband services operations were one of the businesses to acquire spectrum in Ireland’s 2017 auction of 3.6 GHz licenses and
remains focused on fixed wireless access.
Our fleet management services operations are one of the leading providers of heavy equipment and light vehicle leasing
in Brazil. We lease a variety of assets to corporate clients under long-term inflation linked contracts, including a fleet of trucks,
trailers, tractors, harvesters and light vehicles, in addition to related services. We have a large fleet, a nationwide presence, a wide
network of accredited maintenance shops, longstanding relationships with OEMs and a reputation for value-added services. Our
fleet management services operations have been able to sustain high contract renewal rates with high-quality clients as well as
diversify into new asset and industry classes.
On January 8, 2021, together with institutional partners, we acquired a 100% economic interest in our technology
services operations for $282 million. Our technology services operation is a customer management solutions provider which
specialize in managing customer interactions for large global healthcare and technology clients primarily based in the United
States. Total consideration was $282 million, comprising $219 million of equity and $63 million of contingent consideration
related to the achievement of near-term performance targets payable to the former shareholders. Our share of the economic
interest was 36% and was acquired for equity consideration of $80 million. In the first quarter of 2022, together with institutional
partners, we syndicated a portion of our investment and funded contingent consideration to the former shareholders, which
reduced our economic interest to 29%.
Infrastructure services
Our infrastructure services segment comprises (i) a global provider of services to the nuclear power generation industry,
(ii) a service provider to the offshore oil production industry, (iii) a global provider of work access, forming and shoring solutions
and specialty services, and (iv) a service provider of modular building leasing.
The table below provides a breakdown of revenues for our infrastructure services by region:
(US$ MILLIONS)
United Kingdom
United States of America
Europe
Australia
Canada
Brazil
Mexico
Other
Total
Year ended December 31,
2020
2021
2019
$
364 $
385 $
1,591
1,605
17
145
190
—
545
1,685
1,489
11
153
193
—
483
377
1,609
1,569
17
117
247
5
618
$
4,457 $
4,399 $
4,559
Service provider to the nuclear power generation industry
Our nuclear technology services operations are a leading supplier of services to the global nuclear power generation
industry that generates a significant majority of its earnings from recurring refueling and maintenance services. We are the OEM
or technology provider for approximately 50% of global commercial nuclear power plants and provide services to approximately
two thirds of the world’s operating fleet. We believe that decades of technological innovation in this business have supported the
build-out of world-class capabilities and a highly skilled workforce with know-how across technologies in the key markets of
North America, Europe, the Middle East and Asia.
Brookfield Business Partners
57
We generate revenues through the entire life of the nuclear power plant, with products and services that include mission-
critical fuel, ongoing maintenance services, engineering solutions, instrumentation and control systems and manufactured
components. We also participate in the decontamination, decommissioning and remediation of power plant sites, primarily at the
end of their useful lives, as well as provide technology, equipment, and engineering and design services to new power plants on a
global basis.
Most of the profitability from our nuclear technology services operations are generated by the core operating plants
business and is driven by recurring refueling and maintenance outages. While seasonal in nature, outage periods and services
provided are required by regulatory standards, creating a stable business demand. We expect there will be some inter-year and
intra-year seasonality given the planned timing of the outage cycles at customer plants. The majority of fuel operations revenues
are generated as we makes shipments to customers ahead of the spring and fall when power plants go offline to perform
maintenance and replenish their fuel. In addition to performing recurring services, we deliver upgrades and perform event-driven
work for operating plants, manufacture equipment instrumentation and control systems for new power plants and perform
decontamination, decommissioning and remediation to plants as they cease operations and come offline.
Service provider to offshore oil production industry
Our offshore oil services operations are a global provider of marine transportation, offshore oil production, facility
storage, long-distance towing and offshore installation, maintenance and safety services provider to the offshore oil production
industry. We operate shuttle tankers (highly specialized vessels with dynamic positioning systems used for offloading from
offshore oil installations), floating production storage and offloading units (or FPSOs), floating storage and offloading units (or
FSOs) and long-haul towage vessels, also with highly specialized capabilities including dynamic positioning. We operate in
selected oil regions globally, including the North Sea (Norway and the U.K.), Brazil and Canada.
As a fee-based business focused on critical services, our offshore oil services operations have limited direct commodity
exposure and a portfolio which primarily comprises fixed-rate contracts with high-quality, primarily investment grade
counterparties. A substantial part of our revenues are based on contracts with customers and are fee-based which is recognized on
a straight-line basis over the term of the contracts.
Service provider of work access, forming and shoring solutions and specialty services
Our work access services operations are a leading provider of scaffolding and related services to the industrial and
commercial markets servicing over 30,000 customers in 30 countries worldwide. Our scale and reputation as a leader in
engineering innovation and productivity are competitive advantages in a fragmented industry. Our solutions support a wide range
of global infrastructure ranging from refineries and petrochemical plants to commercial buildings, bridges, hydroelectric dams,
and other power facilities. A substantial portion of our services are recurring and based on the ongoing maintenance requirements
of our global customers. Since acquisition, our work access services operations focused on both organic growth, as well as growth
through acquisitions. The business is executing on an active acquisition pipeline and acquired five businesses, including a multi-
craft services provider, a German scaffolding services provider, a residential work access provider, a specialty industrial coating
contractor, and a cathodic protection provider.
Service provider of modular building leasing
On December 15, 2021, together with institutional partners, we acquired a 100% economic interest in our modular
building leasing services operations, a leading provider of modular building leasing services in Europe and Asia-Pacific, for total
consideration of $4.8 billion, comprising $1.6 billion of equity, $3.2 billion of debt, and $19 million of non-cash consideration.
Our economic interest was 36% and was acquired for consideration of $581 million. A portion of our investment may be
syndicated to institutional partners.
58
Brookfield Business Partners
Industrials
Our industrials segment consists primarily of (i) a global manufacturer of automotive batteries, (ii) production of graphite
electrodes, (iii) water and wastewater services in Brazil, (iv) a manufacturer of engineered components, (v) a distributor of solar
power solutions, and (iv) a variety of other industrial operations.
The table below provides a breakdown of revenues for our industrials by region:
(US$ MILLIONS)
United Kingdom
United States of America
Europe
Australia
Canada
Brazil
Mexico
Other
Total
Year ended December 31,
2021
2020
2019
$
206 $
192 $
4,780
3,007
84
570
1,157
813
1,525
4,142
2,624
63
486
787
765
1,597
128
3,285
2,889
—
753
1,097
693
806
$
12,142 $
10,656 $
9,651
Manufacturer of automotive batteries
Our advanced energy storage operations are a global market leader in manufacturing automotive batteries that has
approximately 16,000 employees around the world with a footprint that consists of 50 manufacturing, recycling and distribution
centers servicing a global customer base in over 140 countries. We manufacture and distribute over 150 million batteries per year,
which power one in three cars in the world.
The batteries manufactured by our advanced energy storage operations power both internal combustion engine and
electric vehicles. We sell starting, lighting and ignition batteries which are used primarily for initial engine ignition of traditional
vehicles. The business has made significant investments to develop higher margin advanced battery technologies, including
enhanced flooded batteries and absorbent glass mat batteries, which provide the energy density necessary for next-generation
vehicles to comply with increased regulatory requirements and support increased electrical loads such as start-stop functionality
and autonomous features.
The evolution towards battery electric vehicles is driving demand for more advanced batteries and opportunities for our
advanced energy storage operations. We are working hand-in-hand with most global OEMs to design and integrate our advanced
battery technologies into their platforms, including electric vehicle platforms. We are also working with several manufacturers on
their next generation electric vehicle platforms.
Our advanced energy storage operations distribute products primarily to aftermarket retailers and to OEMs.
Approximately 80% of the sales volume is generated through the aftermarket channel, which services the existing car parc and
represents a stable and recurring revenue base as end users replace car batteries on average two to four times over the life of each
vehicle. Approximately 20% of our sales volume is generated through the OEM channel, which comprises sales to major car
manufacturers globally and is driven by global demand for new vehicles. We have also developed longstanding relationships with
large aftermarket customers.
Producer of graphite electrodes
Our graphite electrode operations are a manufacturer of a broad range of high-quality graphite electrodes. Graphite
electrodes are key components of the conductive power systems used to produce steel and non-ferrous metals and are consumed
in the electric arc furnaces, steel melting process, the steel making technology used by all mini-mills. We also manufacture
petroleum needle coke, which is the key material in the production of graphite electrodes.
In 2021, together with institutional partners, we sold a total of approximately 61 million common shares of our graphite
electrode operations, in four separate block trade transactions, for proceeds of approximately $714 million. As a result of the
sales, our economic ownership interest in the business was reduced to approximately 8%.
During the fourth quarter of 2021, our graphite electrode operations repurchased $46 million common shares under its
stock repurchase plan. As a result of these repurchases, our economic interest in the business was increased to approximately 9%.
Brookfield Business Partners
59
Water and wastewater services
Our water and wastewater operations in Brazil are a leading private sanitation provider, including collection, treatment
and distribution of water and wastewater to a broad range of residential and governmental customers through long-term, inflation-
adjusted concessions, public private partnerships and take-or-pay contracts. We provide services that benefit more than 16 million
people in over 100 municipalities in Brazil.
We generate revenues from developing and operating water systems that source, treat, and distribute water to customers
and sewage systems that collect and treat sewage prior to its return to the environment. Generally, a concession contract will
define the coverage rates, service levels and other specific metrics that the municipality is seeking to achieve. We bid the required
tariff or payment to meet our targeted rate of return, while also considering any capital expenditures required to achieve the
targets. Operating revenue is generally derived from direct billing to end users based on consumption or from government
payments related to public concession contracts. Construction revenue is generally derived from the development of water and
sewage projects, specifically the formation of new infrastructure or the expansion and/or improvement of existing infrastructure.
Manufacturer of engineered components
On October 4, 2021, together with institutional partners, we acquired a 100% economic interest in a leading global
manufacturer of highly engineered components primarily for industrial trailers and other towable-equipment providers for total
consideration of $3.8 billion, comprising $1.1 billion of equity, $2.6 billion of debt, and $30 million of contingent consideration
payable to former shareholders. Our share of the investment was $396 million for a 35% economic interest. A portion of our
investment may be syndicated to institutional partners.
Solar power solutions
On August 31, 2021, together with institutional partners, we acquired a 100% economic interest in a leading distributor
of solar power solutions operations for the distributed generation market in Brazil for total consideration of $623 million,
comprising $295 million of equity and $328 million of contingent consideration payable to the former shareholder once certain
performance targets have been met. Our share of the investment was $104 million for a 35% economic interest.
Other
Our Canadian natural gas properties produce approximately 41,000 barrels of oil equivalent per day, or BOE/d. Our
properties are characterized by long-life, low-decline reserves located at shallow depths and are low-risk with low-cost capital
projects. Operational results and financial condition are dependent principally upon the prices received for gas production which
have fluctuated widely in recent years. Any upward or downward movement in oil and gas prices could have an impact on the
natural gas operations’ financial condition.
Our well servicing and contract drilling operations are primarily located in the Western Canadian Sedimentary Basin, or
WCSB. We experience seasonality in this business based on weather conditions and are impacted by the cyclical nature of the oil
and gas sector. Volatility of commodity prices and changes in capital and operating budgets of upstream oil and gas companies
impact the level of drilling and servicing activity.
Our aggregate production operations comprise the operation and development of a limestone mine located in Alberta,
Canada. Current operations are focused on the sale of limestone aggregates to large oil sands customers that require significant
quantities of aggregates to build out roads, bridges, lay down areas, facility pads, and other critical infrastructure. The limestone
quarry has 567 million tons of proven mineral reserves and 748 million tons of proven and probable mineral reserves.
Decommissioning liabilities for the mine sites are recognized when incurred and reclamation costs are secured by a letter of
credit.
Our returnable plastic packaging operations are a leading European provider of returnable plastic packaging that has a
strong competitive position given its extensive scale, diversified base of long-term customers serving multiple industries and its
strong reputation for product innovation. We operate in a growing segment of the packaging space that has favorable long-term
trends driven by an increased focus on sustainability and logistics.
Our U.S. based automotive aftermarket parts remanufacturer supports a full spectrum of products and services for a
diverse customer base, including OEMs, warehouse distributors, fleets and retailers.
Corporate and other
Corporate and other includes corporate cash and liquidity management, as well as activities related to the management of
the partnership’s relationship with Brookfield.
60
Brookfield Business Partners
Our Growth Strategy
We seek to build value through enhancing the cash flows of our businesses, pursuing an operations-oriented acquisition
strategy and opportunistically recycling capital generated from operations and dispositions into our existing businesses, new
acquisitions and investments. We look to ensure that each of our businesses has a clear, concise business strategy built on its
competitive advantages, while focusing on profitability, sustainable operating product margins and cash flows. We emphasize
downside protection by utilizing business plans that do not rely exclusively on top-line growth or excessive leverage.
We plan to grow by primarily acquiring positions of control or significant influence in businesses at attractive valuations
and by enhancing earnings of the businesses we operate. In addition to pursuing accretive acquisitions within our current
operations, we will opportunistically pursue transactions wherein our expertise, or the broader Brookfield platform, provide
insight into global trends to source acquisitions that are not available or obvious to competitors.
We offer a long-term ownership structure to companies whose management teams are seeking additional sources of
capital but prefer not to be public as a standalone business. From time to time, we will recycle capital opportunistically, but we
will have the ability to own and operate businesses for the long-term.
Intellectual Property
Our company and the Holding LP have each entered into a licensing agreement with Brookfield pursuant to which
Brookfield has granted a non-exclusive, royalty-free license to use the name “Brookfield” and the Brookfield logo. Other than
under this limited license, we do not have a legal right to the “Brookfield” name and the Brookfield logo.
Brookfield may terminate the licensing agreement effective immediately upon termination of our Master Services
Agreement or with respect to any licensee upon 30 days’ prior written notice of termination if any of the following occurs:
•
•
•
•
the licensee defaults in the performance of any material term, condition or agreement contained in the agreement and the
default continues for a period of 30 days after written notice of the breach is given to the licensee;
the licensee assigns, sublicenses, pledges, mortgages or otherwise encumbers the intellectual property rights granted to it
pursuant to the licensing agreement;
certain events relating to a bankruptcy or insolvency of the licensee; or
the licensee ceases to be an affiliate of Brookfield.
A termination of the licensing agreement with respect to one or more licensees will not affect the validity or
enforceability of the agreement with respect to any other licensees.
Governmental, Legal and Arbitration Proceedings
We are not currently subject to any material governmental, legal or arbitration proceedings which may have or have had
a significant impact on our company’s financial position or profitability, nor are we aware of any such proceedings that are
pending or threatened.
We are occasionally named as a party in various claims and legal proceedings which arise during the normal course of
our business. We review each of these claims, including the nature of the claim, the amount in dispute or claimed and the
availability of insurance coverage. Although there can be no assurance as to the resolution of any particular claim, we do not
believe that the outcome of any claims or potential claims of which we are currently aware will have a material adverse effect
on us.
Environmental, Social and Governance Management
The partnership believes that environmental, social and governance (“ESG”) integration is fundamental to operating a
productive, profitable and sustainable business. This is consistent with our philosophy of conducting business with a long-term
perspective and in an ethical manner. Accordingly, we have a long history of incorporating ESG principles and practices into both
our investment decisions and underlying business operations.
As described under Item 4.A., “History and Development of our Company” and Item 4.C., “Organizational Structure”
Brookfield’s economic interest in our partnership is approximately 64.9% assuming the exchange of all issued and outstanding
Redemption-Exchange Units and BBUC exchangeable shares, and affiliates of Brookfield Asset Management provide services to
us under the Master Services Agreement. Brookfield employs a framework of having a common set of ESG principles across its
business platforms, while at the same time recognizing that the geographic and sector diversity of our portfolio requires a tailored
approach. The following are Brookfield’s and our partnership’s ESG principles:
Brookfield Business Partners
61
Mitigate the impact of our operations on the environment:
•
•
Strive to minimize the environmental impact of our operations and improve efficient use of resources over time.
Support the goal of net zero GHG emissions by 2050 or sooner.
Ensure the well-being and safety of employees:
•
•
Foster a positive work environment based on respect for human rights, valuing diversity, and no tolerance for workplace
discrimination, violence or harassment.
Operate with leading health and safety practices to support the goal of zero serious safety incidents.
Be good corporate citizens:
•
•
Ensure the interests, safety and well-being of the communities in which we operate are integrated into our business
decisions.
Support philanthropy and volunteerism by our employees.
Uphold strong governance practices:
•
Operate to the highest ethical standards by conducting business activities in accordance with our Code of Business
Conduct and Ethics.
• Maintain strong stakeholder relationships through transparency and active engagement.
ESG and the investment lifecycle
The partnership considers ESG factors throughout the investment lifecycle. During our initial evaluation and due
diligence of an acquisition, we utilize internal and external operating expertise as required to identify ESG risks and opportunities.
We formally incorporate guidance from the Sustainability Accounting Standards Board, a globally recognized standard-settings
organization for ESG information, into our Investment ESG Due Diligence Guidelines. Other key factors typically considered
during a review of a potential acquisition include, but are not limited to, bribery and corruption risks, health and safety risks,
ethical considerations, environmental matters as well as energy efficiency improvement opportunities. To ensure ESG
considerations are integrated in the due diligence phase, our investment team reports regularly to the investment committee, with
respect to ESG considerations.
Post-acquisition, we create a tailored integration plan that, among other things, ensures any material ESG-related matters
identified in the due diligence process are prioritized. We hold onboarding sessions with the management teams of newly acquired
operations to detail the ESG implementation framework. It is the responsibility of the management teams within each of our
operations to manage ESG risks and opportunities and report key ESG performance information for assessment at regular
intervals. Our operations team provides support to the management teams of our operations as needed, including providing
additional ESG resources to stand-up and enhance programs at the operating company level. The combination of having local
accountability and expertise in tandem with investment and operating capabilities is important when managing diverse operations
across jurisdictions.
To formally demonstrate our ongoing commitment to responsible investment and ESG integration, Brookfield became a
signatory to the United Nations-supported PRI in early 2020. In line with PRI’s reporting process, Brookfield looks forward to
preparing for our first official PRI reporting submission, which will take place in 2023.
Environmental initiatives
The partnership recognizes that climate change poses a serious threat and addressing the climate crisis is integral to long-
term sustainable success. Through our relationship with Brookfield, we are a supporter of the TCFD and the Paris Agreement. As
a recent signatory to the NZAM initiative, Brookfield Asset Management has made a commitment to net zero emissions by 2050
by implementing science-based approaches and standardized methodologies through which to deliver these commitments.
Many of the partnership’s operations are well positioned to have a positive environmental impact and benefit from a
focus on operational efficiency, including energy efficiency. An alignment with the TCFD and support of Brookfield Asset
Management’s net-zero commitment complement a long track record of building the backbone of a more sustainable global
economy. Our construction operation, Multiplex, is committed to using its market position and influence to inspire behavioral
change within and beyond its own business. In 2021, the company launched a series of carbon emission commitments by 2030
including 50% reduction in embodied carbon intensity, zero avoidable waste, and zero transport emissions, to name a few.
62
Brookfield Business Partners
Another area of focus for the partnership is measuring, collecting and reporting GHG emissions in order to better
understand the global footprint of our operations. Each of our operations continues to progress the collection and validation of
GHG emissions data. On an ongoing basis, all material, controlled operating companies measure and report GHG and energy
metrics, such as Scope 1 and Scope 2 emissions.
Social initiatives
Employee health, safety and security are integral to our success. This is why we target zero serious safety incidents and
encourage a culture of safe practice and leadership. To ensure this message is effectively and consistently communicated, we have
established a Safety Steering Committee at the corporate level to facilitate sharing of best practices and promote appropriate
governance structures. In addition, we conduct due diligence to assess the safety culture as well as the design and implementation
of safety management systems at companies being considered for acquisition. Post-acquisition, observations and improvement
opportunities are provided to portfolio company management for implementation.
We make hiring and promotion decisions based solely on merit, so that each officer and employee possess the necessary
skills, knowledge and experience to do his or her job. We are committed to workplace diversity, including but not limited to,
providing opportunities and support to promote diversity of gender, culture, geography, and skills. We are also deeply aware of
the benefits that diversity and inclusion add to a workplace and the ability to achieve better business outcomes. Our focus begins
at recruitment, continues in leadership training programs, is woven into our policies and procedures, and is emphasized on a daily
basis as part of our culture. In addition to having a diverse employee base, we also seek to leverage the benefits of diversity by
upholding an inclusive environment that encourages contribution from all individuals and provides equal development and
advancement opportunities. To further our progress in this area, Brookfield created an internal Global Diversity Advisory Group
in 2020. The mandate of the group is to provide insight into the concerns, challenges, and successes around attracting and
retaining members of diverse backgrounds and other underrepresented groups and find ways to increase engagement with these
groups.
Governance initiatives
Our governance framework for portfolio companies in which we have a controlling interest consists of five main pillars:
(i)
(ii)
(iii)
(iv)
(v)
Board of Directors and Committee
Ethics Hotline
Cybersecurity Program
Anti-Bribery and Corruption Policy
Code of Conduct
In addition to the above, we also adhere to a rigorous conflict of interest policy where potential investments are screened
for possible conflicts and elevated for review to a Conflicts Committee, consisting of senior Brookfield executives, if necessary.
We also maintain a stringent personal trading policy that exceeds standard legal requirements to ensure the restriction of trading
by employees involved in the investment decision-making process.
In recent years, data privacy and cybersecurity have become key governance priorities for global companies. Our
partnership continues to focus on strengthening our risk mitigation in this area through several measures. For example, we have
established an information security program to protect the confidentiality, integrity and availability of information assets. This
program is based on an internationally recognized framework and encompasses a wide range of elements from vulnerability
scanning of our data systems to improving employees’ cybersecurity awareness through training. The effectiveness of the
program is measured through both internal and third-party audits as part of our ongoing commitment to adopting sound
governance practices.
Brookfield Business Partners
63
Facilities
Our principal registered offices are located in Bermuda, with our operations primarily located in Canada, Australia,
Europe, the United States, and Brazil. In total, we lease and own approximately 60.5 million square feet and 34.0 million square
feet of space, respectively, across these locations for such operations, including office, warehouse, and manufacturing space. Our
primary facilities are:
•
•
•
•
•
Approximately 49.4 million square feet of office, assembly and warehouse facilities in Europe, Australia and China
related to our modular building leasing services operations;
Approximately 20.3 million square feet of office, manufacturing and distribution facilities in Europe, the United States,
Mexico, and China related to our manufacturer of automotive batteries business;
Approximately 7.9 million square feet of office, manufacturing and warehouse facilities in Europe, and the United States
related to our nuclear power generation industry service provider business;
Approximately 5.1 million square feet of hospitals in Australia related to our healthcare services business; and
Approximately 5.3 million square feet of manufacturing and warehouse facilities in Europe, and the United States related
to our engineered components manufacturer.
Our leases expire at various times during the coming years. We believe that our current facilities are suitable and
adequate to meet our current needs and that suitable additional or substitute space will be available as needed to accommodate
continuing and expanding of our operations.
4.C. ORGANIZATIONAL STRUCTURE
Organizational Chart
The chart below represents a simplified summary of our organizational structure. All ownership interests indicated below
are 100% unless otherwise indicated. “GP Interest” denotes a general partnership interest and “LP Interest” denotes a limited
partnership interest. Certain subsidiaries through which Brookfield Asset Management holds units of our company and the
Redemption-Exchange Units have been omitted. This chart should be read in conjunction with the explanation of our ownership
and organizational structure below.
64
Brookfield Business Partners
____________________________________
(1)
Public holders of our units currently own approximately 67.3% of our units and Brookfield currently owns approximately 32.7% of our units. Our
company’s sole direct investment is a managing general partnership interest in the Holding LP. Brookfield also owns a limited partnership interest in
the Holding LP through Brookfield’s ownership of Redemption-Exchange Units and Special LP Units. Brookfield indirectly owns 100% of the
Redemption-Exchange Units of Holding LP, which represent 31.9% of our units on a fully exchanged basis. The Redemption-Exchange Units are
redeemable for cash or exchangeable for our units in accordance with the Redemption-Exchange Mechanism, which could result in Brookfield owning
approximately 64.9% of our units issued and outstanding, with public holders of our units owning approximately 35.1% of the units of our company
issued and outstanding, in each case on a fully exchanged basis. Brookfield’s interest in our company consists of a combination of our units and general
partner interests, the Redemption-Exchange Units, the BBUC exchangeable shares and the Special LP Units. The Special LP units entitle the holder to
Brookfield Business Partners
65
receive incentive distributions. See Item 7.B., “Related Party Transactions - Incentive Distributions”. The BBU General Partner has adopted a
distribution policy pursuant to which we intend to make quarterly cash distributions to public holders of our units. In general, quarterly cash
distributions will be made from distributions received by our company on its Managing General Partner Units. Distributions of available cash (if any)
by the Holding LP will be made in accordance with the Holding LP Limited Partnership Agreement, which generally provides for distributions to be
made by the Holding LP to all owners of the Holding LP’s partnership interests (including the Managing General Partner Units owned by us and the
Special LP Units and Redemption-Exchange Units owned by Brookfield) on a pro rata basis. Our company currently owns approximately 75.7 million
Managing General Partner Units and Brookfield currently owns approximately 69.7 million Redemption-Exchange Units and 4 Special LP Units.
However, if available cash in a quarter is not sufficient to pay the quarterly distribution amount, currently $0.0625 per unit, to the owners of all the
Holding LP interests, then we can elect to defer distributions on the Redemption-Exchange Units and accrue such deficiency for payment from
available cash in future quarters. See “Distribution Policy” and Item 10.B., “Description of the Holding LP Limited Partnership Agreement -
Distributions”.
The Holding LP currently owns, directly or indirectly, all of the common shares or equity interests, as applicable, of the Holding Entities. Brookfield
has subscribed for $5 million of preferred shares of each of CanHoldco and two of our other subsidiaries, which preferred shares will be entitled to vote
with the common shares of the applicable entity. Brookfield currently has an aggregate of 1% of the votes of each of the three entities.
Certain of the operating businesses and intermediate holding companies that are directly or indirectly owned by the Holding Entities and that directly or
indirectly hold our operations are not shown on the chart. All percentages listed represent our economic interest in the applicable entity or group of
assets, which may not be the same as our voting interest in those entities and groups of assets. All interests are calculated as at the date of this Form 20-
F.
As of the date of this Form 20-F, Brookfield holds approximately 64.7% of the BBUC exchangeable shares and the partnership owns all of the BBUC
class B shares and class C shares. The BBUC exchangeable shares and class B shares control 25% and 75%, respectively, of the aggregate voting rights
of BBUC. Through the ownership of BBUC exchangeable shares and BBUC’s class B shares, Brookfield and the partnership collectively hold an
approximate 91% voting interest in BBUC. See Item 10.B., “Memorandum and Articles of Association – BBUC”.
(2)
(3)
(4)
The following table provides the percentage of voting securities owned, or controlled or directed, directly or indirectly,
by us, and our economic interest in our significant subsidiaries as at December 31, 2021.
Significant subsidiaries
Business services
Multiplex Global Limited
Greenergy Fuels Holding Limited
Sagen MI Canada Inc.
Healthscope Pty Ltd.
Infrastructure services
Westinghouse Electric Company
Altera Infrastructure L.P.
Modulaire Investments 2 S.à r.l.
Industrials
Clarios Global LP
DexKo Global Inc.
Our Company
Jurisdiction of
organization
Voting interest
Economic
interest
United Kingdom
United Kingdom
Canada
Australia
United States
United States
Luxembourg
United States
United States
100 %
89 %
100 %
100 %
100 %
99 %
100 %
100 %
100 %
100 %
18 %
41 %
28 %
44 %
43 %
36 %
28 %
35 %
Our company was established on January 18, 2016 as a Bermuda exempted limited partnership registered under the
Bermuda Limited Partnership Act 1883, as amended, and the Bermuda Exempted Partnerships Act 1992, as amended. Our head
and registered office is 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda and our telephone number is +441 294-3309.
On June 20, 2016, Brookfield Asset Management completed the spin-off of its business services and industrial
operations to our company, which was effected by way of a special dividend of units of our company to holders of Brookfield
Asset Management’s Class A and B limited voting shares. We are Brookfield’s flagship public company for its business services
and industrial operations and the primary entity through which Brookfield owns and operates these businesses on a global basis.
We are positioned to provide unitholders with the opportunity to benefit from Brookfield’s global presence, operating experience,
execution capabilities and relationships.
66
Brookfield Business Partners
We are subject to the information requirements of the Exchange Act. In accordance with these requirements, we file
reports and other information as a foreign private issuer with the SEC. Reports and other information regarding registrants,
including us, that file electronically with the SEC are available at the website maintained by the SEC at www.sec.gov. See Item
10.H., “Documents on Display”.
Holding LP
Our company’s sole direct investment is a managing general partnership interest in the Holding LP. Brookfield owns
units of our company and indirectly owns 100% of the Redemption-Exchange Units of the Holding LP that, in aggregate,
represent an approximate 64.9% interest in our company, assuming that all of the Redemption-Exchange Units of Holding LP are
exchanged for units of our company pursuant to the redemption-exchange mechanism. Brookfield also owns a special limited
partnership interest in the Holding LP that entitles it to receive incentive distributions from the Holding LP. See Item 10.B.,
“Memorandum and Articles of Association - Description of the Holding LP Limited Partnership Agreement - Distributions” and
Item 7.B.,“Related Party Transactions - Incentive Distributions”.
Our Service Providers
The Service Providers, wholly-owned subsidiaries of Brookfield Asset Management, provide management services to us
pursuant to our Master Services Agreement. The senior management team that is principally responsible for providing us with
management services include many of the same executives that have successfully overseen and grown Brookfield’s business
services and industrial operations, including Cyrus Madon who is a Senior Managing Partner of Brookfield Asset Management
and Head of its Private Equity Group. In connection with the special distribution, the Master Services Agreement was amended to
account for BBUC receiving management services comparable to the services provided to us by the Service Providers.
The BBU General Partner
The BBU General Partner, a wholly-owned subsidiary of Brookfield Asset Management, has sole authority for the
management and control of our company. Holders of our units, in their capacities as such, may not take part in the management or
control of the activities and affairs of our company and do not have any right or authority to act for or to bind our company or to
take part or interfere in the conduct or management of our company. See Item 10.B., “Memorandum and Articles of Association -
Description of our Units and our Limited Partnership Agreement”.
Holding Entities
Our company indirectly holds its interests in our operating businesses through the Holding Entities, which are recently
formed entities. The Holding LP owns, directly or indirectly, all of the common shares or equity interests, as applicable, of the
Holding Entities. In addition, Brookfield has subscribed for $5 million of preferred shares of each of CanHoldco and two of our
other subsidiaries. See Item 7.B., “Related Party Transactions - Relationship Agreement” for further detail.
Brookfield Business Corporation
BBUC was incorporated under the Business Corporations Act (British Columbia) on June 21, 2021. BBUC’s head office
is located at 250 Vesey Street, 15th Floor, New York NY 10281 and the registered office is located at 1055 West Georgia Street,
Suite 1500, P.O Box 11117, Vancouver, British Columbia V6E 4N7. The BBUC exchangeable shares were distributed to existing
unitholders of the partnership pursuant to a special distribution on March 15, 2022. BBUC was established by the partnership as a
vehicle to own and operate certain services and industrials operations on a global basis and an alternative vehicle for investors
who prefer investing in our operations through a corporate structure. BBUC’s initial operations consist of certain services and
industrial operations acquired from the partnership, which include a healthcare services business with operations in Australia; a
construction services business with operations primarily in the United Kingdom and Australia; a global nuclear technology
services provider; and a water and wastewater service provider in Brazil. Upon Brookfield’s recommendation and allocation of
opportunities to BBUC, it is intended that BBUC will seek acquisition opportunities in other sectors with similar attributes and in
which an operations-oriented approach to create value can be deployed.
4.D. PROPERTY, PLANTS AND EQUIPMENT
See Item 4.B., “Business Overview”.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
Brookfield Business Partners
67
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
5.A. OPERATING RESULTS
Introduction
This management’s discussion and analysis included in Item 5.A. of this Form 20-F of our company and subsidiaries
(collectively, the “partnership”, or “we”, or “our”), covers the financial position of the partnership as at December 31, 2021 and
December 31, 2020, and results of operations for the years ended December 31, 2021, 2020, and 2019. The information in this
MD&A should be read in conjunction with the audited consolidated financial statements as at December 31, 2021 and
December 31, 2020, and each of the years in the three years ended December 31, 2021 included elsewhere in this Form 20-F,
which are prepared in accordance with IFRS as issued by the IASB. Holders of the Redemption-Exchange Units, Special LP
Units, LP units and GP Units will be collectively referred to throughout Item 5.A. as “Unitholders”, “Units”, or as “per Unit”,
unless the context indicates or requires otherwise.
In addition to historical information, this MD&A contains forward-looking statements. Readers are cautioned that these
forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. See “Special Note Regarding Forward-Looking Statements” in the forepart of this
Form 20-F.
Basis of Presentation
The audited annual consolidated financial statements of the partnership have been prepared in accordance with IFRS as
issued by the IASB. The audited annual consolidated financial statements are prepared on a going concern basis and have been
presented in U.S. dollars rounded to the nearest million unless otherwise indicated. The audited annual consolidated financial
statements include the accounts of the partnership and its consolidated subsidiaries, which are the entities over which the
partnership has control. Certain comparative figures have been reclassified to conform to the current year’s presentation.
We also discuss the results of operations on a segment basis, consistent with how we manage and view our business. Our
operating segments are: (i) business services, (ii) infrastructure services, (iii) industrials, and (iv) corporate and other.
Non-IFRS measures used in this MD&A are reconciled to the most directly comparable IFRS measure. All dollar
references, unless otherwise stated, are in millions of U.S. Dollars. Australian Dollars are identified as “A$”, Brazilian Reais are
identified as “R$”, British Pounds are identified as “£”, Euros are identified as “€”, Canadian Dollars are identified as “C$”, and
Indian Rupees are identified as “INR”.
Revision of Comparatives
During the year, we reclassified depreciation and amortization expense to direct operating costs whereas it was
previously included as a separate line labeled depreciation and amortization on the consolidated statements of operating results.
We reclassified prior period amounts to reflect this change. This reclassification increased direct operating costs by $2,165 million
and $1,804 million for the years ended December 31, 2020 and December 31, 2019, respectively, with equal and offsetting
decreases to depreciation and amortization expense. This reclassification had no impact on revenues, net income (loss), or
earnings (loss) per limited partner unit.
Overview of our Business
The partnership is a Bermuda exempted limited partnership registered under the Bermuda Limited Partnership Act 1883,
as amended, and the Bermuda Exempted Partnerships Act 1992, as amended.
We were established by Brookfield to be its flagship public partnership for its business services and industrial operations.
Our operations are primarily located in Canada, Australia, the U.K., the United States, and Brazil. The partnership is focused on
owning and operating high-quality businesses that provide essential products and services and benefit from a strong competitive
position. We seek to build value through enhancing the cash flows of our businesses, pursuing an operations-oriented acquisition
strategy and opportunistically recycling capital generated from operations and dispositions into our existing operations, new
acquisitions and investments. The partnership’s goal is to generate returns to Unitholders primarily through capital appreciation
with a modest distribution yield.
68
Brookfield Business Partners
Operating Segments
We have four operating segments which are organized based on how management views business activities within
particular sectors:
(i)
(ii)
(iii)
(iv)
Business services, including residential mortgage insurance services, healthcare services, road fuels operations,
construction services, entertainment operations, non-banking financial services operations and other businesses;
Infrastructure services, including nuclear technology services, offshore oil services, modular building leasing, work
access services, and other businesses;
Industrials, including advanced energy storage operations, graphite electrode operations, water and wastewater
operations, solar power solutions, engineered component manufacturing, and other businesses; and
Corporate and other, which includes corporate cash and liquidity management, and activities related to the
management of the partnership’s relationship with Brookfield.
The tables below provide a breakdown by operating segment of total assets of $64.2 billion as at December 31, 2021 and
of total revenues of $46.6 billion for the year ended December 31, 2021.
Operating segments
(US$ MILLIONS)
Business services
Infrastructure services
Industrials
Corporate and other
Total
Business services
Assets
As at
December 31, 2021
Revenues
For the year ended
December 31, 2021
$
$
20,376 $
16,380
27,315
148
64,219 $
29,988
4,457
12,142
—
46,587
Our business services segment consists primarily of (i) our residential mortgage insurer, (ii) healthcare services
operations, (iii) road fuels operations, (iv) construction operations, (v) entertainment operations (vi) non-bank financial services
operations, and (vii) other operations.
The revenues of our residential mortgage insurer consist primarily of: (i) net premiums earned on mortgage insurance
policies, and (ii) net investment income and gains and losses on the investment portfolio within the business.
Our healthcare services operations are a leading private hospital provider in Australia. The majority of our healthcare
services operations’ revenues are generated from private health insurance funds and government-related bodies under Hospital
Purchaser-Provider Agreements. These revenues are generally based on a pricing schedule set out in the agreements and is either
on a case payment or per diem basis, depending on the type of service provided.
Our road fuels operation is the largest provider of road fuels in the U.K. with significant import and storage
infrastructure, an extensive distribution network and long-term customer relationships. Included in the revenues and direct
operating costs for this business is a duty payable to the government of the U.K. which is recorded gross within revenues and
direct costs, without impact on the margin generated by the business.
Our construction operations are a global contractor with a focus on high-quality construction, primarily on large scale
and complex landmark buildings and social infrastructure. Construction projects are generally delivered through contracts for
design, program, procurement and construction for a defined price. Most construction activity is typically subcontracted to
reputable specialists whose obligations generally mirror those contained within the main construction contract. A smaller part of
the business is construction management, whereby we charge a fee for coordination of the sub-trades employed by the client. We
are typically required to provide warranties for completed works, either as specifically defined in a client contract or required
under local regulatory requirements. We issue bank guarantees, insurance bonds or cash retentions to clients and receive
guarantees and/or cash retentions from subcontractors as security against their performance.
Brookfield Business Partners
69
We recognize revenues when it is highly probable that economic benefits will flow to the business, and when it can be
reliably measured and collection is assured. Revenues are recognized over time as performance obligations are satisfied, by
reference to the stage of completion of the contract activity at the reporting date, measured as the proportion of contract costs
incurred for work performed to date relative to the estimated total contract costs. A large portion of construction revenues and
costs are earned and incurred in Australia and the U.K. and may be impacted by the fluctuations in the Australian Dollar and
British Pound. A significant portion of our revenues are generated from large projects, and the results from our construction
operations can fluctuate quarterly and annually, depending on the level of work during a period. Our business is impacted by the
general economic conditions and economic growth of the particular region in which we provide construction services.
Our entertainment business, in partnership with a leading Canadian operator, consists of four entertainment facilities in
the Greater Toronto Area. Through our partnership, we have undertaken a growth strategy whereby we plan to enhance the guest
experience and transform each of these sites into attractive, premier entertainment destinations. This modernization and
development is intended to include enhanced entertainment offerings and integrated property expansions that will incorporate
leading world-class amenities such as hotels, meeting and event facilities, performance venues, restaurants and retail shopping.
Our non-bank financial services operations in India are a leading financing company primarily focused on commercial
vehicle lending, and affordable housing. Our non-bank financial services operations has a large network of over 300 branches,
providing ability to significantly scale through operating leverage.
Our fleet management services operations are one of the leading providers of heavy equipment and light vehicle leasing
in Brazil. Our fleet management services operations own a fleet of more than 35,000 units, with access to a nationwide network of
accredited maintenance shops, and has long-term relationships with leading Brazilian and multinational corporate clients, OEMs,
and dealerships.
On January 8, 2021, together with institutional partners, we acquired a 100% economic interest in our technology
services operations for $282 million. Our technology services operations provide customer management solutions which
specialize in managing customer interactions for large global healthcare and technology clients primarily based in the United
States. Total consideration was $282 million, comprising $219 million of equity and $63 million of contingent consideration. Our
share of the investment of 36% was acquired for equity consideration of $80 million. A portion of our investment may be
syndicated to institutional partners.
On February 28, 2022, together with institutional partners, we signed an agreement to acquire a 60% economic interest in
Magnati for approximately $400 million, comprising $190 million of equity and $210 million of debt. Magnati is a leading
technology enabled essential services provider in the payment processing space operating in the United Arab Emirates. Our share
of the equity purchase price will be approximately $65 million for a 20% economic interest, with the balance funded by
institutional partners. We expect the transaction to close in the first half of 2022.
In March 2022, together with institutional partners, we signed an agreement to acquire La Trobe, a leading Australian
non-bank lender and asset manager, for approximately $1.1 billion including a contingent payment tied to the business achieving
certain performance milestones. The transaction will be funded with approximately $765 million of equity, of which we intend to
fund approximately $250 million, with the balance being funded by institutional partners. We expect to close the transaction in the
second quarter of 2022.
On March 29, 2022, together with institutional partners, we signed an agreement to acquire Nielsen, a global leader in
third-party audience measurement, data and analytics across all forms of media and content, in an all-cash transaction valued at
approximately $16 billion. Together with institutional partners, we will invest approximately $2.65 billion by way of preferred
equity, convertible into 45% of Nielsen's common equity. Our share of the preferred equity investment is approximately $600
million. A portion of our investment may be syndicated to other institutional partners. Closing of the transaction remains subject
to customary closing conditions and the approval of the current holders of Nielsen’s common equity, and is expected to occur in
the second half of 2022.
On April 4, 2022, the partnership, together with institutional partners, acquired a 100% economic interest in Scientific
Games Lottery for approximately $5.7 billion, comprising $2.5 billion of equity and $3.2 billion of debt. Scientific Games Lottery
is an essential service provider to government sponsored lottery programs through its capabilities in game design, distribution,
systems and terminals, and turnkey technology solutions. We funded approximately 35%, with the balance coming from
institutional partners. A portion of our interest may be syndicated to institutional partners.
On April 7, 2022, together with institutional partners, we signed an agreement to acquire CDK Global, a leading provider
of technology services and software solutions to automotive dealers and manufacturers, for approximately $8.3 billion. The
transaction will be funded with approximately $3.5 billion of equity, of which we intend to fund approximately $500 million, with
the balance being funded by institutional partners. We expect to close this transaction in the third quarter of 2022.
70
Brookfield Business Partners
Infrastructure services
Our infrastructure services segment consists primarily of (i) nuclear technology services operations, (ii) offshore oil
services operations, (iii) work access services operations, (iv) modular building leasing services, and (v) other operations.
Our nuclear technology services operations are a leading supplier of services to the global nuclear power generation
industry that generates a significant majority of its earnings from regularly recurring refueling and maintenance services. We
generate revenues from our nuclear technology services operations through the entire life of the nuclear power plant. Our products
and services include mission-critical fuel, ongoing maintenance services, engineering solutions, instrumentation and control
systems and manufactured components. We also participate in the decontamination, decommissioning and remediation of power
plant sites, primarily at the end of their useful lives, as well as provide technology, equipment, and engineering and design
services to new power plants on a global basis.
Most of the profitability from our nuclear technology services operations is generated by the core operating plants
business, driven by regularly recurring refueling and maintenance services. While seasonal in nature, outage periods and services
provided are required by regulatory standards, creating a stable business demand. We expect there will be some inter-year and
intra-year seasonality, given the planned timing of the outage cycles at customer plants. The majority of fuel operations’ revenue
is generated as we make shipments to customers ahead of the spring and fall when power plants go offline to perform
maintenance and replenish their fuel. In addition to performing recurring services, we deliver upgrades and perform event-driven
work for operating plants and manufacture equipment and instrumentation and controls for new power plants and perform
decontamination, decommissioning and remediation to plants as they cease operations and come offline.
On March 15, 2022, our nuclear technology services operations entered into an agreement to acquire a services business
which provides technical services to the nuclear sector and select strategic adjacencies. The acquisition is expected to close during
2022.
Our offshore oil services operations are a global provider of marine transportation, offshore oil production, facility
storage, long-distance towing and offshore installation, maintenance and safety services to the offshore oil production industry. As
a fee-based business focused on critical services, our offshore oil services operations have limited direct commodity exposure and
a portfolio which primarily comprises medium-term, fixed-rate contracts with high-quality, primarily investment grade
counterparties. In addition, most services the business provides have high switching costs, represent a modest part of the overall
cost of production and are required for its customers to generate revenues. A substantial part of our revenues are based on
contracts with customers and are fee-based which is recognized on a straight-line basis over the term of the contracts.
Our work access services operations are a leading provider of scaffolding and related services to the industrial and
commercial markets. Our solutions support a wide range of global infrastructure ranging from refineries and petrochemical plants
to commercial buildings, bridges, hydroelectric dams, and other power facilities. A substantial portion of our services are
recurring and based on the ongoing maintenance requirements of our global customers.
On December 15, 2021, together with institutional partners, we acquired a 100% economic interest in our modular
building leasing services operations, a leading provider of modular building leasing services in Europe and Asia-Pacific, for total
consideration of $4.8 billion, comprising $1.6 billion of equity, $3.2 billion of debt, and $19 million of non-cash consideration.
Our economic interest was 36% and was acquired for consideration of $581 million. A portion of our investment may be
syndicated to institutional partners.
Industrials
Our industrials segment consists primarily of (i) advanced energy storage operations, (ii) graphite electrode operations,
(iii) water and wastewater operations, (iv) engineered components manufacturing, (v) solar power solutions, and (vi) other
operations.
Our advanced energy storage operations are a global market leader in manufacturing automotive batteries. Our advanced
energy storage operations’ batteries power both internal combustion engine and electric vehicles. We sell starting, lighting and
ignition batteries which are used primarily for initial engine ignition of traditional vehicles. The business has made significant
investments to develop higher margin advanced battery technologies, including enhanced flooded batteries and absorbent glass
mat batteries, which provide the energy density necessary for next-generation vehicles to comply with increased regulatory
requirements and support increased electrical loads such as start-stop functionality and autonomous features.
Brookfield Business Partners
71
Our advanced energy storage operations distribute products primarily to aftermarket retailers and to OEMs.
Approximately 80% of the sales volume is generated through the aftermarket channel, which services the existing car parc and
represents a stable and recurring revenue base as end users replace car batteries on average two to four times over the life of each
vehicle. Approximately 20% of the sales volume is generated through the OEM channel, which comprises sales to major car
manufacturers globally and is driven by global demand for new vehicles. Our advanced energy storage operations has also
developed longstanding relationships with large aftermarket customers.
Our graphite electrode operations are a manufacturer of a broad range of high-quality graphite electrodes and needle
coke products used in the production of graphite electrodes. We advanced the monetization of our investment in our graphite
electrode operations in 2021, which resulted in the deconsolidation of our investment. As at December 31, 2021, our economic
interest in the business was 9%.
Our water and wastewater operations in Brazil provide water and wastewater collection, treatment and distribution
services to a broad range of residential and governmental customers through long-term, inflation-adjusted concessions, private
public partnership and take-or-pay contracts.
On August 31, 2021, together with institutional partners, we acquired a 100% economic interest in a leading distributor
of solar power solutions for the distributed generation market in Brazil for total consideration of $623 million, comprising
$295 million of equity and $328 million of contingent consideration payable to the former shareholder once certain performance
targets have been met. Our share of the investment was $104 million for a 35% economic interest.
On October 4, 2021, together with institutional partners, we acquired a 100% economic interest in a leading global
manufacturer of highly engineered components primarily for industrial trailers and other towable-equipment providers for total
consideration of $3.8 billion, comprising $1.1 billion of equity, $2.6 billion of debt, and $30 million of contingent consideration
payable to former shareholders. Our share of the investment was $396 million for a 35% economic interest. A portion of our
investment may be syndicated to institutional partners.
Our Canadian natural gas properties produce approximately 41,000 barrels of oil equivalent per day, or BOE/d. Our
properties are characterized by long-life, low-decline reserves located at shallow depths and are low-risk with low-cost capital
projects.
Our returnable plastic packaging operations are a leading European provider of returnable plastic packaging with a
strong competitive position given its extensive scale, diversified base of long-term customers serving multiple industries and its
strong reputation for product innovation. We operate in a growing segment of the packaging space that has favorable long-term
trends driven by an increased focus on sustainability and logistics.
Our U.S. based automotive aftermarket parts remanufacturer supports a full spectrum of products and services for a
diverse customer base, including OEMs, warehouse distributors, fleets and retailers.
In January 2022, we signed an agreement to acquire Cupa, a leading provider of slate roofing products, for
approximately $950 million. The transaction will be funded with approximately $390 million of equity, of which we intend to
fund approximately 25% on closing, with the balance being funded by institutional partners. We expect to close the transaction in
the second quarter of 2022.
In our industrials segment, we expect to incur future costs associated with dismantlement, abandonment and restoration
of our assets (asset retirement obligations). The present value of the estimated future costs to dismantle, abandon and restore are
added to the capitalized costs of our assets and recorded as a long-term liability.
Corporate and other
Corporate and other includes corporate cash and liquidity management, as well as activities related to the management of
the partnership’s relationship with Brookfield.
Outlook
We seek to increase the cash flows from our operations through acquisitions and organic growth opportunities as
described below. We believe our global scale and leading operations allow us to efficiently allocate capital around the world
toward those sectors and geographies where we see the greatest opportunities to realize our targeted returns. We also actively seek
to monetize business interests as they mature and reinvest the proceeds into higher yielding investment strategies, further
enhancing returns.
72
Brookfield Business Partners
Within our business services segment, our residential mortgage insurer continues to generate exceptional performance as
a result of the strong Canadian housing market. Underwriting activity reached record highs for the year and continued strength in
home prices contributed to mortgage default rates remaining well below normal levels. Continued favorable underlying demand
fundamentals, a prudent regulatory environment and expected moderate home price appreciation should contribute to stable
Canadian housing market activity in 2022. In our healthcare services operations, demand for elective surgeries remains strong
despite the ongoing disruptive impact of lockdowns and restrictions on surgical activity throughout the year. The business
continues to focus on optimizing labor and managing higher costs associated with operating in the current environment.
Within our infrastructure services segment, our nuclear technology services operations performed well in the year
benefiting from higher volumes and activity levels during the fall outage season, strong execution on new plant projects and
ongoing cost savings initiatives. We believe the growing confidence of nuclear as a reliable clean energy source required to
achieve meaningful carbon reduction is likely to extend the operating life and servicing requirements of existing plants globally.
We believe the business consistently provides value to its customers, and we will continue to support its ongoing investment in
new technology and research and development to maintain its market leadership position in micro reactor, small modular reactor
(SMR) and large-scale power generation. Within our work access services operations, performance is gradually improving despite
the impact of reduced activity in certain markets and higher labor costs. The company acquired five businesses during the year,
expanding its market presence and diversifying into additional end markets in the commercial, renewable energy and shipbuilding
sectors. Results in our offshore oil services operations improved in the second half of the year due to the benefit of profit-sharing
agreements tied to the oil price and production volumes of customers. Despite a recent stabilization in results, the operating
environment remains challenging.
Within our industrials segment, our advanced energy storage operations performed well and we continue to make
progress on our business improvement plan focused on optimizing our U.S. operations and to date have executed on
approximately half of the targeted annual cost savings. The outlook for the business remains positive, supported by its global
market leading position and initiatives underway to further enhance its positioning at the forefront of automotive electrification
trends. In our water and wastewater operations, results in the year reflect a continued focus on cost management and the addition
of new customer connections as a result of ongoing organic network expansion and contribution from the recently acquired
Maceiό concession. During the year, we added approximately 850 kilometers of new pipeline expansion and 84,000 new water
and wastewater connections.
Along with our existing operations, we continue to grow our overall business. In January 2021, together with
institutional partners, we completed the acquisition of our technology services operations for $282 million. This business
specializes in managing customer interactions for large global healthcare and technology clients primarily in the U.S. Our share of
the investment was 36% for total consideration of $282 million, comprising $219 million of cash consideration and $63 million of
contingent consideration. In April 2021, together with institutional partners, we completed the privatization of our residential
mortgage insurer, Canada’s largest private sector residential mortgage insurer. In a private setting, we believe there is an
opportunity to run the business more efficiently by optimizing its capital structure, enhancing market share and improving the
yield earned on our residential mortgage insurer’s investment portfolio. In August 2021, together with institutional partners, we
completed the acquisition of a leading distributor of solar power generators for the distributed generation market in Brazil. We
funded approximately $104 million of the equity investment for a 35% ownership interest. In October 2021, together with
institutional partners, we completed the acquisition of a leading manufacturer of highly engineered components primarily for
industrial trailers and other towable-equipment providers. We funded $396 million for a 35% ownership interest, with the balance
funded by our institutional partners. Since we closed this acquisition, the business has completed four add-on acquisitions
including a market leading European provider of towbar solutions which expands its product and technology portfolio and grows
its aftermarket presence. In December 2021, we closed our acquisition of our modular building leasing services operations, a
leading provider of modular building leasing services in Europe and Asia-Pacific. We are in the early stages of executing our
improvement plans for the business, targeting opportunities to improve efficiencies through increased automation, sourcing,
procurement and lean manufacturing initiatives. We plan to expand the value-added ancillary products and service offerings the
business provides to customers across its fleet of 260,000 modular units and leverage our relationships across the infrastructure,
commercial real estate, and construction sectors to support the growth of the business.
Brookfield Business Partners
73
Geographically, we continue to be committed to taking a long-term view on the regions where Brookfield has an
established presence and we are focusing efforts on accelerating growth initiatives and surfacing value opportunities within our
key regions. In April 2022, we completed the acquisition of a leading provider of products and services to government sponsored
global lottery programs through a carve out from Scientific Games Corporation. We plan to grow the business through expanding
its customer base, enhancing its service offerings to existing customers, and participating in the expected growth of digital lottery
programs. In January 2022, we reached an agreement to acquire Cupa, a leader in premium slate roofing products. The business
will increase our footprint in Europe and is expected to generate strong cash returns on our capital over a long period of time. We
expect to invest approximately $100 million for 25% ownership, with the balance funded by our institutional partners. In February
2022, together with institutional partners, we signed an agreement to acquire a 60% economic interest in Magnati for
approximately $400 million, comprising $190 million of equity and $210 million of debt. Magnati is a leading technology enabled
essential services provider in the payment processing space operating in the United Arab Emirates. Our share of the equity
purchase price will be approximately $65 million for a 20% economic interest, with the balance funded by institutional partners.
We expect the transaction to close in the first half of 2022. In March 2022, we reached an agreement to acquire La Trobe, a
leading Australian non-bank lender and asset manager, for approximately $1.1 billion including a contingent payment tied to the
business achieving certain performance milestones. We expect to invest approximately $250 million, with the balance funded by
our institutional partners. The business will expand our presence in Australia and we intend to invest in La Trobe to support its
growth and look forward to building on the business’ foundation of continuous growth and profitability. On March 29, 2022,
together with institutional partners, we signed an agreement to acquire Nielsen, a global leader in third-party audience
measurement, data and analytics across all forms of media and content, in an all-cash transaction valued at approximately $16
billion. Together with institutional partners, we will invest approximately $2.65 billion by way of preferred equity, convertible
into 45% of Nielsen's common equity. Our share of the preferred equity investment is approximately $600 million. A portion of
our investment may be syndicated to other institutional partners. Closing of the transaction remains subject to customary closing
conditions and the approval of the current holders of Nielsen’s common equity, and is expected to occur in the second half of
2022. On April 7, 2022, together with institutional partners, we signed an agreement to acquire CDK Global, a leading provider of
technology services and software solutions to automotive dealers and manufacturers, for approximately $8.3 billion. The
transaction will be funded with approximately $3.5 billion of equity, of which we intend to fund approximately $500 million, with
the balance being funded by institutional partners. We expect to close this transaction in the third quarter of 2022. The
opportunities for our partnership to increase cash flows through acquisitions and organic growth are based on assumptions about
our business and markets that management believes are reasonable in the circumstances and may change over time. There can be
no assurance as to the growth in our cash flows, capital deployed for acquisitions or organic growth, or the future results of our
operations and financial condition. See “Special Note Regarding Forward-Looking Statements” included in this Form 20-F.
74
Brookfield Business Partners
Review of Consolidated Results of Operations
The table below summarizes our results of operations for the years ended December 31, 2021, 2020 and 2019. Further
details on our results of operations and our financial performance are presented within the “Segment Analysis” section.
(US$ MILLIONS, except per unit amounts)
2021
2020
2019
2021 vs
2020
2020 vs
2019
Year ended December 31,
Change
Revenues
Direct operating costs
General and administrative expenses
Interest income (expense), net
Equity accounted income (loss), net
Impairment expense, net
Gain (loss) on acquisitions/dispositions, net
Other income (expense), net
Income (loss) before income tax
Income tax (expense) recovery
Current
Deferred
Net income (loss)
Attributable to:
Limited partners
Non-controlling interests attributable to:
Redemption-Exchange Units held by Brookfield Asset
Management
Special Limited Partners
Interest of others in operating subsidiaries
Basic and diluted earnings per limited partner unit (1) (2)
____________________________________
$ 46,587 $ 37,635 $ 43,032 $
8,952 $
(5,397)
(43,151)
(34,630)
(40,131)
(8,521)
5,501
(1,012)
(968)
(832)
(44)
(1,468)
(1,482)
(1,274)
13
57
114
14
(44)
(440)
(263)
(609)
(177)
1,823
(34)
2,318
274
111
734
726
1,549
(400)
(145)
626
1,584
(536)
(284)
(324)
(252)
371
130
132
241
(136)
(208)
(57)
346
(452)
511
108
40
(2)
$
2,153 $
580 $
434 $
1,573 $
146
$
258 $
(91) $
43 $
349 $
(134)
228
157
1,510
(78)
—
749
45
—
346
306
157
761
2,153 $
580 $
434 $
1,573 $
(123)
—
403
146
3.28 $
(1.13) $
0.62
$
$
(1)
(2)
Average number of partnership units outstanding on a fully diluted time weighted average basis, assuming the exchange of Redemption-Exchange
Units held by Brookfield Asset Management for limited partnership units, for the year ended December 31, 2021 was 148.0 million (2020: 149.9
million, 2019: 140.1 million).
Net income (loss) attributable to limited partnership units on a fully diluted basis is reduced by incentive distributions paid to special limited
partnership unitholders during the year ended December 31, 2021.
Comparison of the years ended December 31, 2021 and December 31, 2020
For the year ended December 31, 2021, net income was $2,153 million, with $643 million of net income attributable to
Unitholders. For the year ended December 31, 2020, net income was $580 million, with $169 million of net loss attributable to
Unitholders. The increase in net income was primarily due to the gain on disposition of our graphite electrode operations,
combined with increased contributions from our construction operations and our residential mortgage insurer. Net income in the
prior year included a net gain recognized on the disposition of our cold storage logistics business and mark-to-market gains on
public securities.
Brookfield Business Partners
75
Revenues
For the year ended December 31, 2021, revenues increased by $8,952 million to $46,587 million, compared to $37,635
million for the year ended December 31, 2020. Revenues from our business services segment increased by $7,408 million,
primarily due to higher volumes and prices at our road fuels operations. Included in the revenues and direct operating costs for our
road fuels operations is duty payable to the government of the U.K., which is recorded gross within revenues and direct costs
without impact on the margin generated by the business. Revenues from our industrials segment increased by $1,486 million,
primarily due to favorable pricing and mix and a growing demand for higher margin advanced batteries within our advanced
energy storage operations, combined with contributions from our solar power solutions operations and engineered components
manufacturer acquired in the third and fourth quarter of 2021, respectively. The increase was partially offset by lower contribution
from our graphite electrode operations following the deconsolidation of our investment on March 1, 2021. Revenues from our
infrastructure services segment increased by $58 million as a result of higher revenues at our nuclear technology services,
combined with the acquisition of our modular building leasing services operations, which was partially offset by lower revenues
at our offshore oil services operations.
Direct operating costs
For the year ended December 31, 2021, direct operating costs increased by $8,521 million to $43,151 million, compared
to $34,630 million for the year ended December 31, 2020. The increase in direct operating costs was primarily attributable to
higher volumes and prices at our road fuels operations and contribution from the acquisitions of our engineered components
manufacturer and solar power solutions operations as discussed above. The increase was partially offset by lower contribution
from our graphite electrode operations following the deconsolidation of our investment on March 1, 2021.
As noted above, included in the revenues and direct operating costs for our road fuels operations is duty payable to the
government of the U.K., which is recorded gross within revenues and direct costs without impact on the margin generated by the
business. For the year ended December 31, 2021, the duty element included in revenues and direct operating costs was
approximately $9,281 million (December 31, 2020: $7,871 million).
General and administrative expenses
For the year ended December 31, 2021, general and administrative (“G&A”) expenses increased by $44 million to
$1,012 million, compared to $968 million for the year ended December 31, 2020. The increase in G&A expenses was primarily
due to higher management fees as a result of growth in the partnership’s market capitalization relative to the prior period.
Interest income (expense), net
For the year ended December 31, 2021, net interest expense decreased by $14 million to $1,468 million, compared to
$1,482 million for the year ended December 31, 2020.
Equity accounted income (loss), net
For the year ended December 31, 2021, net equity accounted income decreased by $44 million to $13 million, compared
to net equity accounted income of $57 million for the year ended December 31, 2020. Net equity accounted income primarily
comprised income from our investments in our work access services operations, graphite electrode operations and our
entertainment operations, as well as equity accounted investments within our advanced energy storage operations, offshore oil
services operations and our water and wastewater operations. The decrease was primarily due to the impairment recorded on
property, plant and equipment within joint ventures held in our offshore oil services operations.
Impairment expense, net
For the year ended December 31, 2021, net impairment expense increased by $177 million to $440 million, compared to
$263 million for the year ended December 31, 2020. For the year ended December 31, 2021, net impairment expense comprised
property, plant and equipment and goodwill impairments in our offshore oil services operations as a result of changes in
redeployment and expected future recontracting assumptions and the closure of one of the North American recycling facilities at
our advanced energy storage operations as part of the company’s broader plans to improve efficiency of its U.S. operations. For
the year ended December 31, 2020, net impairment expense was primarily related to impairment recorded on vessels at our
offshore oil services operations related to the reassessment of estimated salvage values, and redeployment and extension
assumptions.
76
Brookfield Business Partners
Gain (loss) on acquisitions/dispositions, net
For the year ended December 31, 2021, net gain on acquisitions/dispositions increased by $1,549 million to $1,823
million, compared to $274 million for the year ended December 31, 2020. For the year ended December 31, 2021, net gain on
acquisitions/dispositions primarily related to net gains recognized on the deconsolidation of our graphite electrode operations and
the sale of our investment in public securities. For the year ended December 31, 2020, net gain on acquisitions/dispositions
primarily comprised the net gains realized on the sales of our cold storage logistics business and the pathology business at our
healthcare service operations, which occurred in the first and fourth quarters of 2020, respectively. We also recognized a net gain
on the sale of our investment in public securities in the fourth quarter of 2020.
Other income (expense), net
For the year ended December 31, 2021, other income (expense), net decreased by $145 million to $34 million of net
other expenses, compared to net other income of $111 million for the year ended December 31, 2020. Other income (expense),
net corresponds to amounts that are not directly related to revenue earning activities and are not normal, recurring income or
expenses necessary for business operations. For the year ended December 31, 2021, the components of other income (expense),
net include $242 million of net revaluation gains, $168 million of business separation expenses, stand-up costs and restructuring
charges, $60 million in transaction costs, $40 million of net losses on debt extinguishment/modification, and $8 million of other
expenses. For the year ended December 31, 2020, the components of other income (expense), net include $390 million of net
revaluation gains, $258 million of net gains on debt extinguishment/modification, $134 million of provisions for potential
productivity impacts and damages related to business interruption and work stoppages which are not considered normal or
recurring, $128 million of non-recurring, one-time provisions, including product line exits contract write-offs and production
relocation costs, as a result of the recapitalization of one of the partnership’s operations, $186 million of business separation
expenses, stand-up costs and restructuring charges, $52 million in transaction costs, and $37 million of other expenses.
Income tax (expense) recovery
For the year ended December 31, 2021, current income tax expense increased by $252 million to $536 million, compared
to current income tax expense of $284 million for the year ended in December 31, 2020. Deferred income tax recovery increased
by $241 million to $371 million, compared to deferred income tax recovery of $130 million for the year ended in December 31,
2020. The increase in current income tax expense was primarily due to higher taxable income in our advanced energy storage
operations and our residential mortgage insurer, combined with the acquisition of our solar power solutions operations. The
increase in deferred income tax recovery was primarily due to the recognition of previously unrecognized losses in our advanced
energy storage operations, natural gas operations and our nuclear technology services operations, combined with the acquisition
of our engineered components manufacturer.
Our effective tax rate for the year ended December 31, 2021 was 8% (compared to 21% in 2020), while our composite
income tax rate was 27% (compared to 27% in 2020). The difference in our effective tax rate in comparison to our composite
income tax rate was partly driven by the recognition of previously unrecognized losses within our advanced energy storage
operations and our natural gas production which gave rise to a 9% decrease in our effective tax rate. Our consolidated net income
includes income attributable to non-controlling ownership interests in flow through entities, while our consolidated tax provision
includes only our proportionate share of the tax provision of these entities which gave rise to a 14% decrease in our effective tax
rate. Lastly, the tax benefit of losses incurred in our offshore oil services operations were not recognized resulting in a 5%
increase in our effective tax rate.
Comparison of the years ended December 31, 2020 and December 31, 2019
For the year ended December 31, 2020, net income was $580 million, with $169 million of net loss attributable to
Unitholders. For the year ended December 31, 2019, net income was $434 million, with $88 million of net income attributable to
Unitholders. The increase in net income was primarily due to a full year of contribution from our residential mortgage insurer that
was acquired in the fourth quarter of 2019, the net gain recognized on the disposition of our cold storage logistics business in the
first quarter of 2020 and mark-to-market gains on financial assets. The increase was partially offset by decreased contribution
from our graphite electrode operations due to lower sales volumes and prices charged for its graphite electrode product, as well as
the net gains recognized on the dispositions of our facilities management business, our global executive relocation business, and
our palladium mining operations in the prior period.
Brookfield Business Partners
77
Revenues
For the year ended December 31, 2020, revenues decreased by $5,397 million to $37,635 million, compared to $43,032
million for the year ended December 31, 2019. The decrease in revenues was primarily attributable to lower volumes at our road
fuels operations, lower sales volumes and prices at our graphite electrode operations, decreased activity at our construction
operations, combined with the dispositions of our facilities management business and our global executive relocation business in
the second quarter of 2019 and our palladium mining operations in the fourth quarter of 2019. The decrease was partially offset by
a full year of contributions from the acquisitions of our advanced energy storage operations and our healthcare services
operations, which were acquired in the second quarter of 2019, and our residential mortgage insurer, which was acquired in the
fourth quarter of 2019, as well as the consolidation of our automotive aftermarket parts remanufacturer in the first quarter of 2020.
Included in the revenues and direct operating costs for our road fuels operations is duty payable to the government of the U.K.,
which is recorded gross within revenues and direct costs without impact on the margin generated by the business. For the year
ended December 31, 2020, the duty element included in revenues and direct operating costs was approximately $7,871 million.
Direct operating costs
For the year ended December 31, 2020, direct operating costs decreased by $5,501 million to $34,630 million, compared
to $40,131 million for the year ended December 31, 2019. The decrease in direct operating costs was primarily attributable to
lower volumes at our road fuels operations and our graphite electrode operations, decreased activity at our construction
operations, combined with the dispositions of our facilities management business and our global executive relocation business in
the second quarter of 2019 and our palladium mining operations in the fourth quarter of 2019. The decrease was partially offset by
a full year of contributions from the acquisitions of our advanced energy storage operations and our healthcare services
operations, which were acquired in the second quarter of 2019, and our residential mortgage insurer, which was acquired in the
fourth quarter of 2019, as well as the consolidation of our automotive aftermarket parts remanufacturer in the first quarter of 2020.
As noted above, included in the revenues and direct operating costs for our road fuels operations is duty payable to the
government of the U.K., which is recorded gross within revenues and direct costs without impact on the margin generated by the
business.
General and administrative expenses
For the year ended December 31, 2020, G&A expenses increased by $136 million to $968 million, compared to $832
million for the year ended December 31, 2019. The increase in G&A expenses was primarily due to the consolidation of our
automotive aftermarket parts remanufacturer in the first quarter of 2020 and a full year of contributions from our healthcare
services operations and our advanced energy storage operations which were acquired in the second quarter of 2019.
Interest income (expense), net
For the year ended December 31, 2020, interest expense increased by $208 million to $1,482 million, compared to
$1,274 million for the year ended December 31, 2019. The increase was primarily due to a full year of contributions related to the
borrowings at our advanced energy storage operations and our healthcare services operations, which were acquired in the second
quarter of 2019, higher corporate borrowings, and the consolidation of our automotive aftermarket parts remanufacturer in the
first quarter of 2020. The increase was partially offset by debt repayments at our graphite electrode operations during the year.
Equity accounted income (loss), net
For the year ended December 31, 2020, equity accounted income decreased by $57 million to $57 million, compared to
$114 million for the year ended December 31, 2019. Net equity accounted income primarily comprised our investments in our
work access services operations and our entertainment operations, and equity accounted investments within our advanced energy
storage operations, offshore oil services operations and water and wastewater operations. The decrease was primarily a result of
the impact of the economic shutdown at our entertainment operations and our work access services operations.
Impairment expense, net
For the year ended December 31, 2020, impairment expense decreased by $346 million to $263 million, compared to
$609 million, for the year ended December 31, 2019. For the year ended December 31, 2020, net impairment expense was
primarily related to impairment recorded on vessels at our offshore oil services operations related to the reassessment of estimated
salvage values, and redeployment and extension assumptions. For the year ended December 31, 2019, net impairment expense
was primarily related to goodwill at our offshore oil services operations and our construction operations, as well as vessels at our
offshore oil services operations.
78
Brookfield Business Partners
For the year ended December 31, 2020, goodwill increased by $26 million to $5,244 million, compared to $5,218 million
for the year ended December 31, 2019. The increase was primarily due to foreign exchange movements at our construction
operations, which was partially offset by the sale of the pathology business at our healthcare services operations. We did not
record goodwill impairment during the year.
Gain (loss) on acquisitions/dispositions, net
For the year ended December 31, 2020, net gain on acquisitions/dispositions decreased by $452 million to $274 million,
compared to $726 million for the year ended December 31, 2019. For the year ended December 31, 2020, net gain on
acquisitions/dispositions primarily comprised the net gains realized on the sales of our cold storage logistics business and the
pathology business at our healthcare services operations, which occurred in the first and fourth quarters of 2020, respectively. We
also recognized a net gain on the sale of our investment in public securities in the fourth quarter of 2020. For the year ended
December 31, 2019, net gain on acquisitions/dispositions primarily comprised the net gains recognized on the dispositions of our
facilities management business and our global executive relocation business in the second quarter of 2019 and our palladium
mining operations in the fourth quarter of 2019.
Other income (expense), net
For the year ended December 31, 2020, net other income increased by $511 million to $111 million, compared to net
other expense of $400 million for the year ended December 31, 2019. For the year ended December 31, 2020, net other income
comprised unrealized mark-to-market revaluations related to public securities holdings and the net gain on extinguishment of debt
at our automotive aftermarket parts remanufacturer. Net other income was partially offset by provisions, transaction expenses, and
restructuring charges. For the year ended December 31, 2019, net other expense primarily related to mark-to-market fair value
movements on derivatives, restructuring charges at our nuclear technology services operations and transaction costs associated
with the acquisitions of our advanced energy storage operations and the disposition of our facilities management business.
Income tax (expense) recovery
For the year ended December 31, 2020, current income tax expense decreased by $40 million to $284 million, compared
to $324 million for the year ended December 31, 2019. Deferred income tax recovery decreased by $2 million to $130 million,
compared to $132 million for the year ended December 31, 2019. Current income tax expense decreased primarily due to the
current income tax recovery recognized within our industrials segment, which was partially offset by the increase in current
income tax expense as a result of the acquisition of our residential mortgage insurer.
Our effective tax rate for the year ended December 31, 2020 was 21% (compared to 30% in 2019), while our composite
income tax rate was 27% (compared to 27% in 2019). The difference in our effective tax rate in comparison to our composite
income tax rate was partly driven by the fact that we operate in countries with different tax rates, most of which vary from our
domestic statutory rate. The difference in the global tax rates gave rise to a 23% increase in our effective tax rate. The difference
will vary from period to period depending on the relative proportion of income in each country and business. In addition, a
restructuring of the capital of a company within our industrials segment resulted in the recognition of tax attributes, which gave
rise to a 10% decrease in our effective tax rate. Lastly, our consolidated net income includes income attributable to non-
controlling ownership interests in flow through entities, while our consolidated tax provision includes only our proportionate
share of the tax provision of these entities which gave rise to a 19% decrease in our effective tax rate.
Brookfield Business Partners
79
Summary of Results
Quarterly results
Total revenues and net income (loss) for the eight most recent quarters were as follows:
(US$ MILLIONS, except per unit amounts)
Revenues
Direct operating costs
General and administrative expenses
Interest income (expense), net
Equity accounted income (loss), net
Impairment expense, net
Gain (loss) on acquisitions/dispositions,
net
Other income (expense), net
Income (loss) before income tax
Income tax (expense) recovery
Current
Deferred
Net income (loss)
Attributable to:
Limited partners
Non-controlling interests attributable to:
Redemption-Exchange Units held
Brookfield Asset Management Inc.
Special Limited Partners
Interest of others
Basic and diluted earnings (loss) per
limited partner unit (1)
____________________________________
2021
2020
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
$ 13,480 $ 12,043 $ 11,235 $ 9,829 $ 10,049 $ 10,070 $ 7,370 $ 10,146
(12,469) (11,155) (10,549) (8,978) (9,104) (9,269) (6,818) (9,439)
(244)
(364)
(9)
(113)
(253)
(351)
7
—
(260)
(394)
31
(114)
(251)
(348)
29
(201)
(247)
(358)
25
—
(236)
(371)
17
(7)
(228)
(353)
18
(29)
(261)
(411)
(48)
(239)
—
44
96
—
(20)
288
16
(97)
8
1,807
39
1,926
95
188
491
—
(9)
195
(4)
149
105
183
(217)
(57)
(106)
125
115 $
(119)
131
300 $
(118)
81
(29) $ 1,767 $
(193)
34
(84)
(27)
380 $
(102)
(8)
85 $
(23)
67
149 $
(75)
98
(34)
$
$
(19) $
46 $
(50) $
281 $
45 $
(10) $
(59) $
(67)
(18)
78
74
115 $
41
—
213
300 $
249
(44)
79
—
(14) 1,237
(29) $ 1,767 $
40
—
295
380 $
(9)
—
104
85 $
(50)
—
258
149 $
(59)
—
92
(34)
$
$ (0.25) $ 0.59 $ (0.63) $ 3.57 $ 0.56 $ (0.12) $ (0.73) $ (0.84)
(1)
Average number of partnership units outstanding on a fully diluted time weighted average basis, assuming the exchange of Redemption-Exchange
Units held by Brookfield Asset Management for LP Units, for the three months ended December 31, 2021 was 147.3 million and for the three months
ended December 31, 2020 was 149.2 million.
Revenues and operating costs vary from quarter to quarter primarily due to acquisitions and dispositions of businesses,
fluctuations in foreign exchange rates, business and economic cycles, weather and seasonality, broader economic factors, and
commodity market volatility. Within our industrials segment, in our advanced energy storage operations, the demand for batteries
in the aftermarket is typically higher in the colder seasons, and in our natural gas production operations, the ability to move heavy
equipment safely and efficiently in western Canadian oil and gas fields is dependent on weather conditions. Within our
infrastructure services segment, in nuclear technology services, the core operating plants services business generates the majority
of its revenues during the fall and spring when power plants go offline to perform maintenance and replenish their fuel. Work
access services are impacted by seasonality in the industries it services; for example most refineries tend to close down for
turnarounds during the spring and fall. In addition, cold temperatures in the first and fourth fiscal quarters typically limit activity
on maintenance and capital projects in cold climates. Some of our business services activities are seasonal in nature and are
affected by the general level of economic activity and related volume of services purchased by our clients. Our road fuels
operations are impacted by changes in demand for fuel linked to seasonal weather changes and the bi-annual change in the fuel
specifications. Mortgage insurance premiums underwritten at our residential mortgage insurer fluctuate based on the general
seasonality in the housing market. Net income is impacted by periodic gains and losses on acquisitions, monetizations and
impairments.
80
Brookfield Business Partners
Review of Consolidated Financial Position
The following is a summary of the consolidated statements of financial position as at December 31, 2021 and
December 31, 2020:
(US$ MILLIONS)
Assets
Cash and cash equivalents
Financial assets
Accounts and other receivable, net
Inventory and other assets
Property, plant and equipment
Deferred income tax assets
Intangible assets
Equity accounted investments
Goodwill
Total assets
Liabilities and equity
Liabilities
Accounts payable and other
Corporate borrowings
Non-recourse borrowings in subsidiaries of the partnership
Deferred income tax liabilities
Equity
Limited partners
Non-controlling interests attributable to:
Redemption-Exchange Units, Preferred Shares and Special Limited
Partnership Units held by Brookfield Asset Management Inc.
Interest of others in operating subsidiaries
Total liabilities and equity
Financial assets
December 31,
2021
December 31,
2020
Change
December 2021
vs December
2020
$
$
$
$
$
$
2,588 $
8,550
5,638
6,359
15,325
888
14,806
1,480
8,585
64,219 $
19,636 $
1,619
27,457
2,507
51,219 $
2,743 $
8,796
4,989
5,280
13,982
761
11,261
1,690
5,244
54,746 $
17,932 $
610
23,166
1,701
43,409 $
(155)
(246)
649
1,079
1,343
127
3,545
(210)
3,341
9,473
1,704
1,009
4,291
806
7,810
2,252 $
1,928 $
324
2,026
8,722
13,000
64,219 $
1,564
7,845
11,337
54,746 $
462
877
1,663
9,473
Financial assets decreased by $246 million to $8,550 million as at December 31, 2021, compared to $8,796 million as at
December 31, 2020. The balance comprised marketable securities, loans and notes receivable, derivative contracts, restricted cash,
and other financial assets. The decrease was primarily due to a reduction in the investment portfolio at our non-bank financial
services operations, lower restricted cash following the acquisition of a concession at our water and wastewater operations,
combined with the impact of the partial disposition of our investments in public securities in the first quarter of 2021. The
decrease was partially offset by growth in our residential mortgage insurer’s investment portfolio and the reclassification of an
equity accounted investment to financial assets at our advanced energy storage operations following a partial sale of our minority
interest in the second quarter of 2021.
The following table presents financial assets by segment as at December 31, 2021 and December 31, 2020:
(US$ MILLIONS)
December 31, 2021
December 31, 2020
Business
services
Infrastructure
services
Industrials
Corporate
and other
$
$
7,088 $
7,200 $
357 $
413 $
1,103 $
1,181 $
Total
2 $
2 $
8,550
8,796
Brookfield Business Partners
81
Accounts receivable, net
Accounts receivable increased by $649 million to $5,638 million as at December 31, 2021, compared to $4,989 million
as at December 31, 2020. The increase was primarily due to the acquisitions of our engineered components manufacturer and our
modular building leasing services operations in the fourth quarter of 2021, combined with an increase in volumes and prices at our
road fuels operations. The increase was partially offset by the deconsolidation of our graphite electrode operations on March 1,
2021.
Inventory and other assets
Inventory and other assets increased by $1,079 million to $6,359 million as at December 31, 2021, compared to $5,280
million as at December 31, 2020. The increase was primarily due to the acquisition of our engineered components manufacturer in
the fourth quarter of 2021 combined with increased prices and higher inventory on hand at our advanced energy storage
operations and increased prices in our road fuels operations. The increase was partially offset by the impact of the deconsolidation
of our graphite electrode operations on March 1, 2021.
Property, plant & equipment and intangible assets
PP&E increased by $1,343 million to $15,325 million as at December 31, 2021, compared to $13,982 million as at
December 31, 2020. The increase was primarily due to the acquisitions of our engineered components manufacturer and our
modular building leasing services operations in the fourth quarter of 2021. The increase was partially offset by the
deconsolidation of our graphite electrode operations on March 1, 2021, combined with impairments recorded in our advanced
energy storage operations and our offshore oil services operations. As at December 31, 2021, PP&E included $1,551 million of
right-of-use assets (2020: $1,252 million).
Intangible assets increased by $3,545 million to $14,806 million as at December 31, 2021, compared to $11,261 million
as at December 31, 2020. The increase was primarily due to the acquisitions of our engineered components manufacturer and our
modular building leasing services operations in the fourth quarter of 2021. The increase was partially offset by regular
amortization of intangibles and foreign currency movements.
Capital expenditures represent additions to PP&E and certain intangible assets. Included in capital expenditures are
maintenance capital expenditures, which are required to sustain the current performance of our operations, and growth capital
expenditures, which are made for incrementally new assets that are expected to expand existing operations. Within our business
services segment, capital expenditures were primarily related to terminal expansions at our road fuels operations, maintenance and
improvements on hospital facilities and new hospital equipment at our healthcare services operations and maintenance and
expansion of the fleet at our fleet management services operations. Within our infrastructure services segment, capital
expenditures were primarily related to equipment refurbishment, tooling and new fuel design at our nuclear technology services
operations and vessel dry-docking costs and additions at our offshore oil services operations. Finally, within our industrials
segment, capital expenditures were primarily related to expansions and equipment replacement at our advanced energy storage
operations and our graphite electrode operations. We also include additions to intangible assets in our water and wastewater
operations within capital expenditures due to the nature of its concession agreements. Maintenance and growth capital
expenditures for the year ended December 31, 2021 were $481 million and $864 million, respectively.
Deferred income tax assets
Deferred income tax assets increased by $127 million to $888 million as at December 31, 2021, compared to $761
million as at December 31, 2020. The increase was primarily due to the recognition of previously unrecognized losses within our
advanced energy storage operations, natural gas production and nuclear technology services operations. The increase was partially
offset by the deconsolidation of our graphite electrode operations on March 1, 2021.
Equity accounted investments
Equity accounted investments decreased by $210 million to $1,480 million as at December 31, 2021, compared to $1,690
million as at December 31, 2020. The decrease was primarily due to the reclassification of an equity accounted investment to
financial assets at our advanced energy storage operations following the partial sale of our minority interest in the second quarter
of 2021, combined with an impairment recorded in our offshore oil services operations. The decrease was partially offset by the
deconsolidation of our graphite electrode operations on March 1, 2021.
82
Brookfield Business Partners
Goodwill
Goodwill increased by $3,341 million to $8,585 million as at December 31, 2021, compared to $5,244 million as at
December 31, 2020. The increase was primarily due to the acquisitions of our modular building leasing services operations,
engineered components manufacturer and our solar power solutions operations, partially offset by the impairment recorded in our
offshore oil services operations and the deconsolidation of our graphite electrode operations on March 1, 2021.
Accounts payable and other
Accounts payable and other increased by $1,704 million to $19,636 million as at December 31, 2021, compared to
$17,932 million as at December 31, 2020. The increase was primarily due to the acquisitions of our engineered components
manufacturer, our modular building leasing services operations, and our solar power solutions operations, combined with higher
accrued liabilities at our road fuels operations due to increased sales volumes and prices and our advanced energy storage
operations due to higher input costs. The increase was partially offset by a pension obligation remeasurement in our nuclear
technology services operations, a decrease in accounts payable in our construction operations, combined with the impact of the
deconsolidation of our graphite electrode operations on March 1, 2021.
Corporate and non-recourse borrowings
Borrowings are discussed in Item 5.B., “Liquidity and Capital Resources”.
Deferred income tax liabilities
Deferred income tax liabilities increased by $806 million to $2,507 million as at December 31, 2021, compared to
$1,701 million as at December 31, 2020. The increase was primarily due to the acquisitions of our engineered components
manufacturer and our modular building leasing services operations in the fourth quarter of 2021.
Equity attributable to Unitholders
As at December 31, 2021, our capital structure comprised two classes of partnership units: LP Units and GP Units. LP
Units entitle the holder to their proportionate share of distributions. GP Units entitle the holder the right to govern our financial
and operating policies. See Item 10.B., “Memorandum and Articles of Association – Description of our Units and our Limited
Partnership Agreement”.
The Holding LP’s capital structure comprises three classes of partnership units: managing general partner units held by
our company, Special LP Units and Redemption-Exchange Units held by Brookfield. In its capacity as the holder of the Special
LP Units of the Holding LP, the special limited partner is entitled to receive incentive distributions based on a 20% increase in the
unit price of the partnership over an initial threshold. See Item 10.B., “Memorandum and Articles of Association – Description of
the Holding LP Limited Partnership Agreement”. Brookfield has also subscribed for $15 million of preferred shares of our
Holding Entities.
During the twelve months ended December 31, 2021, the total incentive distribution was $157 million (2020: $nil). The
incentive distribution threshold as at December 31, 2021 was $47.30 per unit.
In order to account for the dilutive effect of the special distribution which occurred on March 15, 2022, the incentive
distribution threshold has been reduced by one-third, commensurate with the distribution ratio of one (1) BBUC exchangeable
share for every two (2) units. Accordingly, the resulting new incentive distribution threshold is $31.53.
On August 12, 2021, the TSX accepted a notice filed to by the partnership of its intention to renew the NCIB for its LP
Units. Under the NCIB, the partnership is authorized to repurchase up to 5% of its issued and outstanding LP Units as at
August 12, 2021, or 3,929,206 LP Units, including up to 18,938 LP Units on the TSX during any trading day. For the year ended
December 31, 2021, a total of 1,946,491 LP Units were repurchased (December 31, 2020: 1,858,671 LP Units).
As at December 31, 2021 and December 31, 2020, the total number of partnership units outstanding are as follows:
UNITS
GP Units
LP Units
Non-controlling interests:
Redemption-Exchange Units, held by Brookfield
Special LP Units
December 31, 2021
December 31, 2020
4
77,085,493
4
79,031,984
69,705,497
69,705,497
4
4
Brookfield Business Partners
83
Segment Analysis
Our operations are organized into four operating segments which are regularly reviewed by the CODM for the purpose
of allocating resources to the segment and to assess its performance. The key measures used by the CODM in assessing
performance and in making resource allocation decisions are Adjusted EFO and Adjusted EBITDA.
Adjusted EFO is our segment measure of profit or loss reported in accordance with IFRS 8. Adjusted EFO was formerly
referred to as Company FFO and the method of calculating Adjusted EFO is unchanged from how Company FFO was previously
calculated. The CODM uses Adjusted EFO to assess performance and make resource allocation decisions. Adjusted EFO is used
by the CODM to evaluate our segments on the basis of return on invested capital generated by the underlying operations and is
used by the CODM to evaluate the performance of our segments on a levered basis.
Adjusted EFO is calculated as net income and equity accounted income at our economic ownership interest in
consolidated subsidiaries and equity accounted investments, respectively, excluding the impact of depreciation and amortization,
deferred income taxes, transaction costs, restructuring charges, unrealized revaluation gains or losses, impairment expense and
other income or expense items that are not directly related to revenue generating activity. Our economic ownership interest in
consolidated subsidiaries excludes amounts attributable to non-controlling interests consistent with how we determine net income
attributable to non-controlling interests in our IFRS consolidated statements of operating results. In order to provide additional
insight regarding our operating performance over the lifecycle of an investment, Adjusted EFO includes realized disposition gains
or losses, recorded in net income, other comprehensive income, or directly in equity, such as ownership changes. Adjusted EFO
does not include legal and other provisions that may occur from time to time in the partnership’s operations and that are one-time
or non-recurring and not directly tied to the partnership’s operations, such as those for litigation or contingencies. Adjusted EFO
includes expected credit losses and bad debt allowances recorded in the normal course of the partnership’s operations.
Adjusted EBITDA, a non-IFRS measure of operating performance, provides a comprehensive understanding of the
ability of the partnership’s businesses to generate recurring earnings and assists our CODM in understanding and evaluating the
core underlying financial performance of our businesses. For further information on Adjusted EBITDA, see the “Reconciliation of
Non-IFRS Measures” section of this MD&A.
The following table presents net income (loss), net income (loss) attributable to Unitholders and Adjusted EBITDA for
the years ended December 31, 2021, 2020 and 2019:
(US$ MILLIONS)
Net income (loss)
Net income (loss) attributable to Limited Partners
Net income (loss) attributable to redemption-exchange units held by
Brookfield Asset Management
Net income (loss) attributable to Special Limited Partners
Net income (loss) attributable to Unitholders
Adjusted EBITDA
Year ended December 31,
2021
2020
2019
2,153 $
580 $
434
258 $
(91) $
228
157
(78)
—
643 $
(169) $
43
45
—
88
1,761 $
1,384 $
1,213
$
$
$
$
The following table presents Adjusted EFO per segment for the years ended December 31, 2021, 2020 and 2019:
Business services
Infrastructure services
Industrials
Corporate and other
Year ended December 31,
2021
2020
2019
$
397 $
229 $
396
879
(99)
364
336
(59)
432
314
393
(37)
84
Brookfield Business Partners
Comparison of the years ended December 31, 2021 and December 31, 2020
Net income attributable to Unitholders for the year ended December 31, 2021 was $643 million, representing an increase
of $812 million compared to a net loss attributable to Unitholders of $169 million for the year ended December 31, 2020. The
increase in net income attributable to Unitholders was primarily due to the gain on the sale of common shares of our graphite
electrode operations, combined with increased contributions from our construction operations and our residential mortgage
insurer. The increase was partially offset by the gain recognized in the prior year on the dispositions of our cold storage logistics
business and the pathology business of our healthcare services operations, combined with mark-to-market gains on financial
assets in the prior year.
Adjusted EBITDA for the year ended December 31, 2021 was $1,761 million, representing an increase of $377 million
compared to $1,384 million for the year ended December 31, 2020. The increase in Adjusted EBITDA was primarily due to
higher contributions from our business services, infrastructure services and industrials segments. Adjusted EBITDA in our
business services segment increased primarily due to higher contributions from our residential mortgage insurer, construction
operations and road fuels operations. Adjusted EBITDA in our infrastructure services segment increased primarily due to higher
contributions from our nuclear technology services operations and work access services operations, partially offset by reduced
contributions from our offshore oil services operations. Adjusted EBITDA in our industrials segment increased primarily due to
increased contributions from our advanced energy storage operations and our recently acquired engineered components
manufacturer, partially offset by lower contribution from our graphite electrode operations as a result of our reduced ownership
following a partial disposal during the year.
Comparison of the years ended December 31, 2020 and December 31, 2019
Net loss attributable to Unitholders for the year ended December 31, 2020 was $169 million, representing a decrease of
$257 million compared to net income attributable to Unitholders of $88 million for the year ended December 31, 2020. The
decrease in net income attributable to Unitholders was primarily due to the net gains recognized in 2019 on the dispositions of our
facilities management business, our global executive relocation business and our palladium mining operations.
Adjusted EBITDA for the year ended December 31, 2020 was $1,384 million, representing an increase of $171 million
compared to $1,213 million for the year ended December 31, 2019. The increase in Adjusted EBITDA was primarily due to
higher contributions from our business services and infrastructure services segments, which was partially offset by lower
contribution from our industrials segment. Adjusted EBITDA in our business services segment increased primarily due to a full
year of contributions from our healthcare services operations and our residential mortgage insurer, which was partially offset as a
result of the dispositions of our facilities management business and our global executive relocation business in 2019. Adjusted
EBITDA in our infrastructure services segment increased primarily due to higher contributions from our offshore oil services
operations and our nuclear technology services operations, as well as the incremental contribution from the acquisition of our
work access services operations. Adjusted EBITDA in our industrials segment decreased primarily due to lower contribution from
our graphite electrode operations and as a result of the disposition of our palladium mining operations in 2019, which were
partially offset by higher contribution from our advanced energy storage operations.
The tables below provide each segment’s results in the format that the CODM organizes its reporting segments to make
resource allocation decisions and assess performance. Each segment is presented taking into account the partnership’s economic
ownership interest in operations accounted for using the consolidation and equity methods under IFRS. See “Reconciliation of
Non-IFRS Measures” for a more fulsome discussion, including a reconciliation to the partnership’s IFRS consolidated statements
of operating results.
Business services
The following table presents Adjusted EFO and Adjusted EBITDA for our business services segment for the years ended
December 31, 2021, 2020 and 2019:
(US$ MILLIONS)
Adjusted EFO
Adjusted EBITDA
Year ended December 31,
2021
2020
2019
397 $
229 $
561 $
271 $
432
221
$
$
Brookfield Business Partners
85
The following table presents equity attributable to Unitholders for our business services segment as at December 31,
2021, 2020 and 2019:
(US$ MILLIONS)
Total assets
Total liabilities
Interests of others in operating subsidiaries
Equity attributable to Unitholders
Total equity
December 31, 2021 December 31, 2020 December 31, 2019
$
$
20,376 $
14,275
19,884 $
13,526
3,436
2,665
4,133
2,225
6,101 $
6,358 $
18,132
12,646
3,325
2,161
5,486
Comparison of the years ended December 31, 2021 and December 31, 2020
Adjusted EFO in our business services segment for the year ended December 31, 2021 was $397 million, representing an
increase of $168 million compared to $229 million for the year ended December 31, 2020. The increase in Adjusted EFO was
primarily due to the increase in Adjusted EBITDA due to the factors described below, partially offset by higher current income
taxes in the current year due to higher taxable earnings. Prior period results included an after-tax net gain of $15 million
recognized on the sale of the pathology business in our healthcare services operations.
Adjusted EBITDA in our business services segment for the year ended December 31, 2021 was $561 million,
representing an increase of $290 million compared to $271 million for the year ended December 31, 2020. The increase in
Adjusted EBITDA was primarily due to the higher contributions from our residential mortgage insurer, construction operations
and healthcare services operations. Our residential mortgage insurer contributed $265 million to Adjusted EBITDA for the year
ended December 31, 2021, compared to $128 million for the year ended December 31, 2020. The increase was primarily due to
overall strong performance and our increased ownership (41% vs. 24%). Performance continued to benefit from lower mortgage
default rates and higher premiums earned as a result of home price appreciation supported by strong Canadian housing market.
Our construction operations contributed $85 million to Adjusted EBITDA for the year ended December 31, 2021, compared to
$6 million for the year ended December 31, 2020 as we benefited from strong project execution in Australia and the U.K. Our
healthcare services operations contributed $69 million to Adjusted EBITDA for the year ended December 31, 2021, compared to
$67 million for the year ended December 31, 2020.
Comparison of the years ended December 31, 2020 and December 31, 2019
Adjusted EFO in our business services segment for the year ended December 31, 2020 was $229 million, representing a
decrease of $203 million compared to $432 million for the year ended December 31, 2019. The decrease in Adjusted EFO was
primarily due to the net gains recognized on the dispositions of our facilities management business and our global executive
relocation business in the second quarter of 2019, which was partially offset by the net gains recognized on the dispositions of our
cold storage logistics business and the pathology business at our healthcare services operations in 2020, as well as the increase in
Adjusted EBITDA due to the factors described below.
Adjusted EBITDA in our business services segment for the year ended December 31, 2020 was $271 million,
representing an increase of $50 million compared to $221 million for the year ended December 31, 2019. The increase in
Adjusted EBITDA was primarily due to a full year of contributions from our healthcare services operations and our residential
mortgage insurer, which were acquired in the second and fourth quarters of 2019, respectively. The increase was partially offset
by the lost contributions from the dispositions of our facilities management business and our global executive relocation business
in the second quarter of 2019. Our residential mortgage insurer contributed $128 million to Adjusted EBITDA for the year ended
December 31, 2020, compared to $7 million for the year ended December 31, 2019. The increase was primarily due to a full year
of contribution, as well as strong new underwriting activity and low levels of mortgage defaults supported by the strength of the
Canadian housing market. Our healthcare services operations contributed $67 million to Adjusted EBITDA for the year ended
December 31, 2020, compared to $38 million for the year ended December 31, 2019. The increase was primarily due to a full year
of contribution. Our healthcare services operations continued to operate in an elevated cost environment through 2020, but with
the easing of restrictions on elective surgeries in Australia, activity levels at our hospitals returned to normal towards the end of
the year. Our construction operations contributed $6 million to Adjusted EBITDA for the year ended December 31, 2020,
compared to $71 million for the year ended December 31, 2019. Construction activity levels across the business’ projects sites
improved following the impact of economic shutdowns and restrictions at customer sites at the beginning of the year.
86
Brookfield Business Partners
Infrastructure services
The following table presents Adjusted EFO and Adjusted EBITDA for our infrastructure services segment for the years
ended December 31, 2021, 2020 and 2019:
(US$ MILLIONS)
Adjusted EFO
Adjusted EBITDA
Year ended December 31,
2021
2020
2019
396 $
364 $
613 $
602 $
314
468
$
$
The following table presents equity attributable to Unitholders for our infrastructure services segment as at December 31,
2021, 2020 and 2019:
(US$ MILLIONS)
Total assets
Total liabilities
Interests of others in operating subsidiaries
Equity attributable to Unitholders
Total equity
December 31, 2021 December 31, 2020 December 31, 2019
$
$
16,380 $
13,998
1,297
1,085
2,382 $
10,839 $
9,856
355
628
983 $
10,619
9,316
833
470
1,303
Comparison of the years ended December 31, 2021 and December 31, 2020
Adjusted EFO in our infrastructure services segment for the year ended December 31, 2021 was $396 million,
representing an increase of $32 million compared to $364 million for the year ended December 31, 2020. The increase in
Adjusted EFO was primarily due to the increase in Adjusted EBITDA due to the factors described below.
Adjusted EBITDA in our infrastructure services segment for the year ended December 31, 2021 was $613 million,
representing an increase of $11 million compared to $602 million for the year ended December 31, 2020. The increase was
primarily due to higher contributions from our nuclear technology services operations and work access services operations,
partially offset by reduced contribution from our offshore oil services operations. Our nuclear technology services operations
contributed $299 million to Adjusted EBITDA for the year ended December 31, 2021, compared to $284 million for the year
ended December 31, 2020. Strong performance during the year was the result of higher fuel deliveries and activity levels during
the fall outage season combined with strong execution on new plant projects and the benefit of ongoing cost savings initiatives.
Our work access services operations contributed $84 million to Adjusted EBITDA for the year ended December 31, 2021,
compared to $74 million for the year ended December 31, 2020. Results during the year benefited from higher utilization as a
result of gradually improving activity levels in core industrial markets which were impacted by pandemic related shutdowns
during the prior period. Our offshore oil services operations contributed $223 million to Adjusted EBITDA for the year ended
December 31, 2021, compared to $244 million for the year ended December 31, 2020. Results were impacted by reduced
utilization levels in a challenging operating environment, partially offset by the benefit of profit sharing-agreements tied to the oil
price and production volumes of customers during the second half of the year.
Comparison of the Years Ended December 31, 2020 and December 31, 2019
Adjusted EFO in our infrastructure services segment for the year ended December 31, 2020 was $364 million,
representing an increase of $50 million compared to $314 million for the year ended December 31, 2019. The increase in
Adjusted EFO was primarily due to the increase in Adjusted EBITDA due to the factors described below, partially offset by the
higher equity accounted current taxes and interest expense due to the acquisition of our work access services operations.
Brookfield Business Partners
87
Adjusted EBITDA in our infrastructure services segment for the year ended December 31, 2020 was $602 million,
representing an increase of $134 million compared to $468 million the year ended December 31, 2019. This increase was
primarily due to higher contributions from our offshore oil services operations and our nuclear technology services operations
during the year, as well as the incremental contribution from the acquisition of our work access services operations which was
acquired in the first quarter of 2020. Our nuclear technology services operations contributed $284 million to Adjusted EBITDA
for the year ended December 31, 2020, compared to $273 million for the year ended December 31, 2019. Our nuclear technology
services operations contributed strong performance during the year and the business’ execution on new plant projects and cost
management initiatives more than offset the impact of maintenance deferrals at customer sites. Our offshore oil services
operations contributed $244 million to Adjusted EBITDA for the year ended December 31, 2020, compared to $195 million for
the year ended December 31, 2019. Our offshore oil services operations’ higher contribution was primarily due to our increased
ownership in the business, which was partially offset by reduced contributions from its FPSO and FSO operations. Our work
access services operations contributed $74 million to Adjusted EBITDA for the year ended December 31, 2020. Results were
impacted by reduced activity levels and delayed project starts as a result of the economic shutdown in 2020.
Industrials
The following table presents Adjusted EFO and Adjusted EBITDA for our industrials segment for the years ended
December 31, 2021, 2020 and 2019:
(US$ MILLIONS)
Adjusted EFO
Adjusted EBITDA
Year ended December 31,
2021
2020
2019
879 $
336 $
713 $
604 $
393
619
$
$
The following table presents equity attributable to Unitholders for our industrials segment as at December 31, 2021, 2020
and 2019:
(US$ MILLIONS)
Total assets
Total liabilities
Interests of others in operating subsidiaries
Equity attributable to Unitholders
Total equity
December 31, 2021 December 31, 2020 December 31, 2019
$
$
27,315 $
21,271
23,929 $
19,354
3,989
2,055
3,357
1,218
6,044 $
4,575 $
22,742
18,692
3,103
947
4,050
Comparison of the years ended December 31, 2021 and December 31, 2020
Adjusted EFO in our industrials segment for the year ended December 31, 2021 was $879 million, representing an
increase of $543 million compared to $336 million for the year ended December 31, 2020. The increase in Adjusted EFO was
primarily due to the increase in Adjusted EBITDA due to the factors described below, combined with a net gain recognized on the
sale of common shares of our graphite electrode operations and the net gain recognized on the partial disposition of our
investment in public securities during the year.
Adjusted EBITDA in our industrials segment for the year ended December 31, 2021 was $713 million, representing an
increase of $109 million compared to $604 million for the year ended December 31, 2020. The increase was primarily due to
higher contributions from our advanced energy storage operations and the acquisition of our engineered components manufacturer
in the fourth quarter of 2021, which was partially offset by the deconsolidation of our graphite electrode operations on March 1,
2021. Our advanced energy storage operations contributed $484 million to Adjusted EBITDA for the year ended December 31,
2021, compared to $390 million for the year ended December 31, 2020. Overall battery volumes for 2021 increased 5% compared
to 2020. Growing aftermarket demand more than offset reduced volumes from original equipment manufacturers impacted by
ongoing global auto production shortages. Our engineered components manufacturer contributed $30 million to Adjusted
EBITDA for the year ended December 31, 2021. Consolidation of results started in October 2021. Our graphite electrode
operations contributed $69 million to Adjusted EBITDA for the year ended December 31, 2021, compared to $163 million for the
year ended December 31, 2020. The decrease was primarily due to our reduced ownership following the deconsolidation on
March 1, 2021.
88
Brookfield Business Partners
Comparison of the years ended December 31, 2020 and December 31, 2019
Adjusted EFO in our industrials segment for the year ended December 31, 2020 was $336 million, representing a
decrease of $57 million compared to $393 million for the year ended December 31, 2019. The decrease in Adjusted EFO was
primarily due to the decrease in Adjusted EBITDA due to the factors described below, combined with the net gain recognized on
the disposition of our palladium mining operations in the fourth quarter of 2019.
Adjusted EBITDA in our industrials segment for the year ended December 31, 2020 was $604 million, representing a
decrease of $15 million compared to $619 million for the year ended December 31, 2019. The decrease was primarily due to
lower contribution from our graphite electrode operations and the lost contribution as a result of the disposition of our palladium
mining operations in the fourth quarter of 2019, which was partially offset by higher contribution from our advanced energy
storage operations. Our advanced energy storage operations contributed $390 million to Adjusted EBITDA for the year ended
December 31, 2020, compared to $211 million for the year ended December 31, 2019. The increase was primarily due to a full
year of contribution of these operations, which we acquired in the second quarter of 2019. Our advanced energy storage
operations performed well during the year as total battery volumes declined only slightly compared to 2019 as demand recovered
strongly in the second half of 2020. Our graphite electrode operations contributed $163 million to Adjusted EBITDA for the year
ended December 31, 2020, compared to $284 million for the year ended December 31, 2019. The decrease was primarily due to
reduced sales volumes and graphite electrode pricing.
Corporate and other
The following table presents Adjusted EFO and Adjusted EBITDA for our corporate and other segment for the years
ended December 31, 2021, 2020 and 2019:
(US$ MILLIONS)
Adjusted EFO
Adjusted EBITDA
Year ended December 31,
2021
2020
2019
(99) $
(59) $
(37)
(126) $
(93) $
(95)
$
$
The following table presents equity attributable to Unitholders for our corporate and other segment as at December 31,
2021, 2020 and 2019:
(US$ MILLIONS)
Total assets
Total liabilities
Equity attributable to Preferred Shares
Equity attributable to Unitholders
Total equity
December 31, 2021 December 31, 2020 December 31, 2019
$
$
148 $
1,675
15
(1,542)
(1,527) $
94 $
673
15
(594)
(579) $
258
44
—
214
214
Comparison of the years ended December 31, 2021 and December 31, 2020
Pursuant to our Master Services Agreement, we pay Brookfield a quarterly base management fee equal to 0.3125%
(1.25% annually) of our total capitalization, plus debt with recourse, net of cash held by corporate entities. The management fees
for the years ended December 31, 2021 and 2020 were $92 million and $63 million, respectively. General and administrative
costs comprise management fees and corporate expenses, including audit and other expenses. The increase in the management fee
was due to a higher market capitalization of the partnership relative to the prior period.
Adjusted EFO in our corporate and other segment was a loss of $99 million for the year ended December 31, 2021,
compared to a loss of $59 million for the year ended December 31, 2020. Adjusted EFO included a current income tax recovery
of $47 million, compared to $40 million for the year ended December 31, 2020, which primarily related to corporate expenses,
including management fees, which partially reduced the corporate current tax expense that was recognized in the operating
segments. Adjusted EFO also included the interest expense on corporate borrowings.
Brookfield Business Partners
89
We have in place a Deposit Agreement with Brookfield whereby we may place funds on deposit with Brookfield and
whereby Brookfield may place funds on deposit with us. Any deposit balance is due on demand and bears interest at LIBOR plus
1.50%. As at December 31, 2021, the amount of the deposit from Brookfield was $nil (2020: $300 million on deposit with
Brookfield).
Comparison of the years ended December 31, 2020 and December 31, 2019
Pursuant to our Master Services Agreement, we pay Brookfield a quarterly base management fee equal to 0.3125%
(1.25% annually) of our total capitalization, plus third-party debt with recourse, net of cash held by corporate entities. The
management fees for the years ended December 31, 2020 and 2019 were $63 million and $59 million, respectively. General and
administrative costs relate to corporate expenses, including management, audit and director fees. The increase in the management
fee was due to higher third-party debt with recourse, net of cash held by corporate entities relative to the same period in 2019.
Adjusted EFO in our corporate and other segment was a loss of $59 million for the year ended December 31, 2020,
compared to a loss of $37 million for the year ended December 31, 2019. For the year ended December 31, 2020, Adjusted EFO
included a current income tax recovery of $40 million, compared to $22 million for the year ended December 31, 2019, which
was primarily related to corporate expenses, including management fees, which partially reduced the corporate current tax
expense that was recognized in the operating segments. Adjusted EFO also included the interest expense on corporate borrowings.
We have in place a Deposit Agreement with Brookfield whereby we may place funds on deposit with Brookfield and
whereby Brookfield may place funds on deposit with us. Any deposit balance is due on demand and bears interest at LIBOR plus
1.50%. As at December 31, 2020, the amount on deposit with Brookfield was $300 million (2019: $4 million).
Reconciliation of Non-IFRS Measures
Adjusted EBITDA
To measure our performance, amongst other measures, we focus on Adjusted EBITDA. Adjusted EBITDA was formerly
referred to as Company EBITDA. The methodology for calculating Adjusted EBITDA is unchanged from how Company
EBITDA was previously calculated. Adjusted EBITDA is a non-IFRS measure of operating performance presented as net income
and equity accounted income at our economic ownership interest in consolidated subsidiaries and equity accounted investments,
respectively, excluding the impact of interest income (expense), net, income taxes, depreciation and amortization, gains (losses)
on acquisitions/dispositions, net, transaction costs, restructuring charges, revaluation gains or losses, impairment expense, and
other income (expense), net. Adjusted EBITDA excludes other income (expense), net as reported in our IFRS consolidated
statements of operating results, because this includes amounts that are not related to revenue earning activities, and are not
normal, recurring operating income or expenses necessary for business operations. Other income (expense), net includes
revaluation gains and losses, transaction costs, restructuring charges, stand-up costs and business separation expenses, gains or
loss on debt extinguishments or modifications, gains or losses on dispositions of property, plant and equipment, non-recurring and
one-time provisions that may occur from time to time at one of the partnership’s operations that are not reflective of normal
operations, and other items. Our economic ownership interest in consolidated subsidiaries and equity accounted investments
excludes amounts attributable to non-controlling interests consistent with how we determine net income attributable to non-
controlling interests in our IFRS consolidated statements of operating results. Due to the size and diversification of our operations,
including economic ownership interests that vary, Adjusted EBITDA is critical in assessing the overall operating performance of
our business. When viewed with our IFRS results, we believe Adjusted EBITDA is useful to investors because it provides a
comprehensive understanding of the ability of our businesses to generate recurring earnings which allows users to better
understand and evaluate the underlying financial performance of our operations and excludes items we believe do not directly
relate to revenue earning activities and are not normal, recurring items necessary for business operations. Our presentation of
Adjusted EBITDA also gives investors comparability of our ongoing performance across periods.
Adjusted EBITDA has limitations as an analytical tool as it does not include interest income (expense), net, income
taxes, depreciation and amortization, gains (losses) on acquisitions/dispositions, net, transaction costs, restructuring charges,
revaluation gains or losses, impairment expense and other income (expense), net. Because of these limitations, Adjusted EBITDA
should not be considered as the sole measure of our performance and should not be considered in isolation from, or as a substitute
for, analysis of our results as reported under IFRS. However, Adjusted EBITDA is a key measure that we use to evaluate the
performance of our operations.
90
Brookfield Business Partners
Adjusted EBITDA Reconciliations
The following table reconciles Adjusted EBITDA to net income (loss) for the year ended December 31, 2021.
(US$ MILLIONS)
Net income (loss)
Add or subtract the following:
Depreciation and amortization expense
Impairment expense, net
Gain (loss) on acquisitions/dispositions, net
Other income (expense), net (1)
Income tax (expense) recovery
Equity accounted income (loss)
Interest income (expense), net
Equity accounted Adjusted EBITDA (2)
Amounts attributable to non-controlling interests (3)
Year ended December 31, 2021
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
619 $
(329) $
1,953 $
(90) $
2,153
465
(13)
—
(39)
184
(11)
239
30
705
279
—
51
(10)
79
360
123
1,113
174
(1,823)
17
52
(81)
849
85
(913)
(645)
(1,626)
—
—
—
5
(61)
—
20
—
—
2,283
440
(1,823)
34
165
(13)
1,468
238
(3,184)
Adjusted EBITDA
$
561 $
613 $
713 $
(126) $
1,761
____________________________________
(1)
(2)
(3)
Other income (expense), net corresponds to amounts that are not directly related to revenue earning activities and are not normal, recurring income or
expenses necessary for business operations. The components of other income (expense), net include $242 million of net revaluation gains, $168 million
of business separation expenses, stand-up costs and restructuring charges, $60 million in transaction costs, $40 million of net losses on debt
extinguishment/modification, and $8 million of other expenses.
Equity accounted Adjusted EBITDA corresponds to the Adjusted EBITDA attributable to the partnership that is generated by our investments in
associates and joint ventures accounted for using the equity method.
Amounts attributable to non-controlling interests are calculated based on the economic ownership interests held by the non-controlling interests in
consolidated subsidiaries.
Brookfield Business Partners
91
The following table reconciles Adjusted EBITDA to net income (loss) for the year ended December 31, 2020.
(US$ MILLIONS)
Net income (loss)
Add or subtract the following:
Depreciation and amortization expense
Impairment expense, net
Gain (loss) on acquisitions/dispositions, net
Other income (expense), net (1)
Income tax (expense) recovery
Equity accounted income (loss)
Interest income (expense), net
Equity accounted Adjusted EBITDA (2)
Amounts attributable to non-controlling interests (3)
Year ended December 31, 2020
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
330 $
(318) $
638 $
(70) $
580
435
(18)
(241)
158
69
(4)
225
16
665
245
—
175
23
(9)
356
117
1,065
36
(33)
(455)
102
(44)
895
33
(699)
(652)
(1,633)
—
—
—
11
(40)
—
6
—
—
2,165
263
(274)
(111)
154
(57)
1,482
166
(2,984)
Adjusted EBITDA
$
271 $
602 $
604 $
(93) $
1,384
____________________________________
(1)
(2)
(3)
Other income (expense), net corresponds to amounts that are not directly related to revenue earning activities and are not normal, recurring income or
expenses necessary for business operations. The components of other income (expense), net include $390 million of net revaluation gains, $258 million
of net gains on debt extinguishment/modification, $134 million of provisions for potential productivity impacts and damages related to business
interruption and work stoppages which are not considered normal or recurring, $128 million of non-recurring, one-time provisions, including product
line exit contract write-offs and production relocation costs, as a result of the recapitalization of one of the partnership’s operations, $186 million of
business separation expenses, stand-up costs and restructuring charges, $52 million in transaction costs, and $37 million of other expenses.
Equity accounted Adjusted EBITDA corresponds to the Adjusted EBITDA attributable to the partnership that is generated by our investments in
associates and joint ventures accounted for using the equity method.
Amounts attributable to non-controlling interests are calculated based on the economic ownership interests held by the non-controlling interests in
consolidated subsidiaries.
92
Brookfield Business Partners
The following table reconciles Adjusted EBITDA to net income (loss) for the year ended December 31, 2019.
(US$ MILLIONS)
Net income (loss)
Add or subtract the following:
Depreciation and amortization expense
Impairment expense, net
Gain (loss) on acquisitions/dispositions, net
Other income (expense), net (1)
Income tax (expense) recovery
Equity accounted income (loss)
Interest income (expense), net
Equity accounted Adjusted EBITDA (2)
Amounts attributable to non-controlling interests (3)
Year ended December 31, 2019
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
281 $
(448) $
668 $
(67) $
434
305
157
(528)
64
63
(18)
189
37
(329)
686
447
1
189
(8)
(53)
381
30
813
5
(200)
124
152
(43)
741
26
(757)
(1,667)
—
—
1
23
(15)
—
(37)
—
—
1,804
609
(726)
400
192
(114)
1,274
93
(2,753)
Adjusted EBITDA
$
221 $
468 $
619 $
(95) $
1,213
____________________________________
(1)
(2)
(3)
Other income (expense), net corresponds to amounts that are not directly related to revenue earning activities and are not normal, recurring income or
expenses necessary for business operations. The components of other income (expense), net include $69 million of net revaluation losses, $174 million
of business separation expenses, stand-up costs and restructuring charges, $120 million in transaction costs, and $37 million of other expenses.
Equity accounted Adjusted EBITDA corresponds to the Adjusted EBITDA attributable to the partnership that is generated by our investments in
associates and joint ventures accounted for using the equity method.
Amounts attributable to non-controlling interests are calculated based on the economic ownership interests held by the non-controlling interests in
consolidated subsidiaries.
Discussion of reconciling items
2021 vs. 2020
Depreciation and amortization, or “D&A”, expense includes depreciation of property, plant and equipment, or “PP&E”,
the amortization of intangible assets, and depletion related to our energy assets. The highest contributions to D&A expense are
from our infrastructure services and industrials segments. The D&A expense in our infrastructure services segment is mainly
attributed to the amortization of intangibles and depreciation at our nuclear technology services operations and the depreciation of
vessels and equipment at our offshore oil services operations. The D&A expense in our industrials segment is primarily
depreciation and amortization on PP&E assets and intangibles at our advanced energy storage operations and water and
wastewater operations. D&A is generally consistent period-over-period with large changes typically attributable to the addition or
disposal of depreciable assets and the impact of changes in foreign exchange rates.
Depreciation and amortization expense increased by $118 million to $2,283 million for the year ended December 31,
2021 compared to $2,165 million for the year ended December 31, 2020. The increase in D&A expense was primarily due to the
acquisitions of our technology services operations within the business services segment, and the acquisitions of our solar power
solutions operations and our engineered components manufacturer within our industrials segment, partially offset by the impact of
the deconsolidation of our graphite electrode operations on March 1, 2021.
Impairment expense, net increased by $177 million to $440 million for the year ended December 31, 2021 compared to
$263 million in the year ended December 31, 2020. The increase was primarily attributable to impairments recognized at our
advanced energy storage operations within our industrials segment and our offshore oil services operations within our
infrastructure services segment. Refer to our “Review of Consolidated Results of Operations” section of this MD&A for further
information.
Brookfield Business Partners
93
Gain (loss) on acquisitions/dispositions, net increased by $1,549 million to a net gain of $1,823 million for the year
ended December 31, 2021 compared to a net gain of $274 million for the year ended December 31, 2020. The increase was
primarily driven by the gains recognized within our industrials segment relating to the deconsolidation of our graphite electrode
operations and the partial sale of our investment in public securities. Refer to our “Review of Consolidated Results of Operations”
section of this MD&A for further information.
Equity accounted adjusted EBITDA increased by $72 million to $238 million for the year ended December 31, 2021
compared to $166 million for the year ended December 31, 2020. The increase in Equity accounted adjusted EBITDA was
attributable to contributions from our graphite electrode operations within our industrials segment following its deconsolidation
and recognition as an equity accounted investment on March 1, 2021. Refer to our “Review of Consolidated Results of
Operations” section of this MD&A for further information.
Amounts attributable to non-controlling interests increased by $200 million to $3,184 million for the year ended
December 31, 2021 compared to $2,984 million for the year ended December 31, 2020. The increase in amounts attributable to
non-controlling interests is primarily due to higher contributions from our residential mortgage insurer and road fuels operations
within our business services segment.
2020 vs. 2019
Depreciation and amortization expense increased $361 million to $2,165 million for the year ended December 31, 2020
compared to $1,804 million for the year ended December 31, 2019. The increase in D&A expense was primarily due to a full year
of contributions from the acquisitions of our advanced energy storage operations in our industrials segment and our healthcare
services operations within our business services segment, which were acquired in the second quarter of 2019.
Impairment expense, net decreased by $346 million to $263 million for the year ended December 31, 2020 compared to
$609 million for the year ended December 31, 2019. The decrease in impairment expense, net was primarily due to lower
impairment expenses at our construction operations within our business services segment and our offshore oil services operations
within our infrastructure services segment. Refer to our “Review of Consolidated Results of Operations” section of this MD&A
for further information.
Gain (loss) on acquisitions/dispositions, net decreased by $452 million to a net gain of $274 million for the year ended
December 31, 2020 compared to a net gain of $726 million for the year ended December 31, 2019. The decrease was primarily
driven by the gains recognized in the year ended December 31, 2019 on the dispositions of our facilities management business
and our global executive relocation business within our business services segment and the sale of our palladium mining operations
within our industrials segment. Refer to our “Review of Consolidated Results of Operations” section of this MD&A for further
information.
Equity accounted adjusted EBITDA increased by $73 million to $166 million for the year ended December 31, 2020
compared to $93 million for the year ended December 31, 2019. The increase in equity accounted adjusted EBITDA was
primarily attributable to the acquisition of our work access services operations within our infrastructure services segment in the
first quarter of 2020.
Amounts attributable to non-controlling interests increased by $231 million to $2,984 million for the year ended
December 31, 2020 compared to $2,753 million for the year ended December 31, 2019. The increase was primarily due to a full
year contribution from our healthcare services operations and residential mortgage insurer within our business services segment,
which were acquired alongside our institutional partners.
The following table reconciles equity attributable to LP Units, GP Units, Redemption-Exchange Units and Special LP
Units to equity attributable to Unitholders for the periods indicated:
(US$ MILLIONS)
Limited partners
General partner
Non-controlling interests attributable to:
Redemption-Exchange Units
Special LP Units
Equity attributable to Unitholders
94
Brookfield Business Partners
Year ended December 31,
2021
2020
$
2,252 $
—
2,011
—
$
4,263 $
1,928
—
1,549
—
3,477
The following table is a summary of our equity attributable to Unitholders by segment as at December 31, 2021 and
December 31, 2020. This is determined based on the partnership’s economic ownership interest in the equity within each portfolio
company. The partnership’s economic ownership interest in the equity within each portfolio company excludes amounts
attributable to non-controlling interests consistent with how the partnership determines the carrying value of equity in its
consolidated statements of financial position. Equity attributable to Unitholders reconciles to total limited partners and
redemption-exchange equity in the consolidated statements of financial position.
(US$ MILLIONS)
December 31, 2021
December 31, 2020
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
$
2,665 $
2,225 $
1,085 $
628 $
2,055 $
1,218 $
(1,542) $
(594) $
4,263
3,477
5.B. LIQUIDITY AND CAPITAL RESOURCES
Liquidity and capital requirements are managed through cash flows from operations, use of credit facilities,
opportunistically monetizing mature operations and refinancing existing debt. We aim to maintain sufficient financial liquidity to
meet our ongoing operating requirements and to fund debt service payments, recurring expenses, required capital expenditures,
and acquisition opportunities as they arise. In addition, an integral part of our strategy is to pursue acquisitions through Brookfield
led consortium arrangements with institutional partners or strategic partners, and to form partnerships to pursue acquisitions on a
specialized or global basis. Brookfield has an established track record of leading such consortiums and partnerships and actively
managing underlying assets to improve performance. Overall, our liquidity profile is strong, positioning us and our businesses
well to take advantage of accretive investment opportunities.
Our principal sources of liquidity are financial assets, undrawn credit facilities, cash flows from operations,
monetizations of mature businesses, and access to public and private capital markets.
The following table presents non-recourse borrowings in subsidiaries of the partnership by segment as at December 31,
2021 and December 31, 2020:
(US$ MILLIONS)
December 31, 2021
December 31, 2020
Business
services
Infrastructure
services
Industrials
Total
$
$
3,872 $
3,389 $
9,099 $
5,904 $
14,486 $
13,873 $
27,457
23,166
As at December 31, 2021, the partnership had non-recourse borrowings in subsidiaries of $27,457 million compared to
$23,166 million as at December 31, 2020. Non-recourse borrowings in subsidiaries of the partnership comprised the following:
(US$ MILLIONS)
Term loans
Notes and debentures
Credit facilities
Project financing
Securitization program
December 31, 2021
December 31, 2020
$
15,253 $
9,770
1,832
602
—
13,780
7,631
1,095
503
157
23,166
Total non-recourse borrowings in subsidiaries of the partnership
$
27,457 $
The partnership has financing arrangements within its operating businesses that trade in public markets or are held at
major financial institutions. The debt facilities are primarily composed of term loans, credit facilities and notes with variable
interest rates and notes and debentures with fixed interest rates. At the operating level, we endeavor to maintain prudent levels of
debt which can be serviced through ongoing operations. The financing arrangements of the partnership’s operating businesses
totaled $27,457 million as at December 31, 2021, compared to $23,166 million as at December 31, 2020. The increase of $4,291
million was primarily attributable to borrowings issued as part of the privatization of our residential mortgage insurer as well as
the acquisitions of our engineered components manufacturer and our modular building leasing services operations, partially offset
by the deconsolidation of our graphite electrode operations on March 1, 2021.
Brookfield Business Partners
95
We principally finance our assets at the operating company level with debt that is non-recourse to both the partnership
and to our other operations and is generally secured against assets within the respective operating companies. Moreover, debt
instruments at the operating company level do not cross-accelerate or cross-default to debt at other operating companies. This debt
is in the form of revolving credit facilities, term loans and debt securities with varying maturities, ranging from on demand to 59
years. The weighted average maturity at December 31, 2021 was 5.0 years and the weighted average interest rate on debt
outstanding was 4.8%. As at December 31, 2021, we have $29,076 million in borrowings with an additional $5,325 million in
undrawn credit facilities at the corporate and operating subsidiary level.
The use of the credit facilities, term loans and debt securities is primarily related to ongoing operations, capital
expenditures and to fund acquisitions. Interest rates charged on these facilities are based on market interest rates. Most of these
borrowings are not subject to financial maintenance covenants, however, some are subject to fixed charge coverage, leverage
ratios and minimum equity or liquidity covenants. For the year ended December 31, 2021, the financial performance of our
businesses were in line with covenants and we took proactive measures, where necessary, to ensure compliance. Our operations
are currently in compliance with or have obtained waivers related to all covenant requirements and we continue to work with our
portfolio companies to monitor performance against such covenant requirements.
The partnership also has a revolving acquisition credit facility with Brookfield that permits borrowings of up to
$1 billion. The credit facility is guaranteed by the partnership, the Holding LP and the Holding Entities. The credit facility is
available in U.S. dollars or Canadian dollars, and advances are made by way of LIBOR, base rate, bankers’ acceptance rate or
prime rate loans. The credit facility bears interest at the specified LIBOR or bankers’ acceptance rate plus 3.45%, or the specified
base rate or prime rate plus 2.45%. The credit facility also requires us to maintain a minimum deconsolidated net worth and
contains restrictions on the ability of the borrowers and the guarantors to, among other things, incur liens, engage in certain
mergers and consolidations or enter into speculative hedging arrangements. The facility automatically renews for consecutive
one-year periods until June 26, 2026. The total available amount on the credit facility will decrease to $500 million on April 27,
2023. As at December 31, 2021, the credit facility remains undrawn.
The partnership has bilateral credit facilities backed by large global banks that continue to be highly supportive of our
business. The credit facilities are available in euros, sterling, Australian dollars, U.S. dollars, and Canadian dollars. Advances
under the credit facilities bear interest at the specified LIBOR, EURIBOR, CDOR, BBSY, or bankers’ acceptance rate plus
2.50%, or the specified base rate or prime rate plus 1.50%. The credit facilities require us to maintain a minimum tangible net
worth and deconsolidated debt-to-capitalization ratio at the corporate level. At December 31, 2021, the partnership had $456
million available on its bilateral credit facilities with a maturity date of June 29, 2026.
The partnership also has a Deposit Agreement with Brookfield whereby it may place funds on deposit with Brookfield
and whereby Brookfield may place funds on deposit with the partnership. The deposit balance is due on demand and bears interest
at LIBOR plus 1.50%. As at December 31, 2021, the amount of the deposit from Brookfield was $nil (2020: $300 million on
deposit with Brookfield, included in corporate borrowings).
On February 4, 2022, Brookfield entered into an agreement to subscribe for up to $1 billion of our 6% perpetual
preferred equity securities. Proceeds will be available for us to draw upon for future growth opportunities as they arise. Brookfield
will have the right to cause us to redeem the preferred securities at par to the extent of any net proceeds received by our
partnership from the issuance of equity, incurrence of indebtedness or sale of assets. Brookfield has the right to waive its
redemption option. In addition, we have entered into a new $500 million commitment from Brookfield Asset Management to
subscribe for our 6% perpetual preferred equity securities to fund our acquisition of CDK Global.
The table below outlines the partnership’s consolidated net debt to capitalization as at December 31, 2021 and 2020:
(US$ MILLIONS, except as noted)
Corporate borrowings
Non-recourse borrowings in subsidiaries of the partnership
Cash and cash equivalents
Net debt
Total equity
Total capital and net debt
Net debt to capitalization ratio
December 31, 2021
December 31, 2020
$
$
$
1,619 $
27,457
(2,588)
26,488 $
13,000
39,488 $
67 %
610
23,166
(2,743)
21,033
11,337
32,370
65 %
96
Brookfield Business Partners
The partnership’s general partner has implemented a distribution policy pursuant to which we intend to make quarterly
cash distributions in an amount currently anticipated to be approximately $0.25 per unit on an annualized basis. On February 3,
2022, the Board of Directors declared a quarterly distribution in the amount of $0.0625 per unit, paid on March 31, 2022 to
Unitholders of record as at the close of business on February 28, 2022.
During the twelve months ended December 31, 2021, the total incentive distribution was $157 million (2020: $nil). The
incentive distribution threshold as at December 31, 2021 was $47.30 per unit.
In order to account for the dilutive effect of the special distribution which occurred on March 15, 2022, the incentive
distribution threshold has been reduced by one-third, commensurate with the distribution ratio of one (1) BBUC exchangeable
share for every two (2) units. Accordingly, the resulting new incentive distribution threshold is $31.53.
Cash Flow
We believe that we currently have sufficient access to capital resources and will continue to use our available capital
resources to fund our operations. Our future capital resources include cash flow from operations, borrowings and proceeds from
potential future debt issues or equity offerings, if required.
As at December 31, 2021, we had cash and cash equivalents of $2,588 million, compared to $2,743 million as at
December 31, 2020 and $1,986 million as at December 31, 2019. The net cash flows for the years ended December 31,
2021, 2020 and 2019 were as follows:
(US$ MILLIONS)
Cash flow provided by (used in) operating activities
Cash flow provided by (used in) investing activities
Cash flow provided by (used in) financing activities
Impact of foreign exchange on cash
Net change in cash classified within assets held for sale
Year ended December 31,
2020
2021
2019
$
1,693 $
4,205 $
2,163
(8,926)
7,063
(2,334)
(1,077)
(17,939)
15,925
15
—
(37)
—
757 $
(10)
(102)
37
Change in cash and cash equivalents
$
(155) $
Cash flow provided by (used in) operating activities
Total cash flow provided by operating activities for the year ended December 31, 2021 was $1,693 million compared to
$4,205 million provided for the year ended December 31, 2020. The cash provided by operating activities during the year ended
December 31, 2021, was primarily attributable to cash generated by our advanced energy storage operations, our nuclear
technology services operations, our residential mortgage insurer, our road fuels operations, our healthcare services operations and
our construction operations.
Total cash flow provided by operating activities for the year ended December 31, 2020 was $4,205 million, compared to
$2,163 million provided in the year ended December 31, 2019. The cash provided by operating activities during the year ended
December 31, 2020 was primarily attributable to cash generated at our road fuels operations, our residential mortgage insurer,
advanced battery storage operations, graphite electrode operations, nuclear technology services operations, and offshore oil
services operations.
Cash flow provided by (used in) investing activities
Total cash flow used in investing activities was $8,926 million for the year ended December 31, 2021, compared to
$2,334 million used for the year ended December 31, 2020. Our investing activities were primarily related to the acquisitions of
our modular building leasing services operations, our engineered components manufacturer, our solar power solutions operations
and our technology services operations, as well as the acquisition of property, plant and equipment and intangible assets primarily
within our industrials and infrastructure services segments. This was partially offset by the cash proceeds received on the partial
disposition of our graphite electrode operations and net sales of corporate bonds and marketable securities at our residential
mortgage insurer and at our non-bank financial services operations during the year ended December 31, 2021.
Brookfield Business Partners
97
Total cash flow used in investing activities was $2,334 million for the year ended December 31, 2020, compared to
$17,939 million used for the year ended December 31, 2019. Our investing activities were primarily related to the acquisitions of
our work access services operations, our non-bank financial services operations, and public securities, the purchase and sale of
corporate and government bonds at our residential mortgage insurer, as well as the acquisition of property, plant and equipment
and intangible assets within our industrials and infrastructure services segments. This was partially offset by the cash proceeds
received from the sale of the pathology business at our healthcare services operations, and from the disposition of our cold storage
logistics business during the year ended December 31, 2020.
Cash flow provided by (used in) financing activities
Total cash flow provided by financing activities was $7,063 million for the year ended December 31, 2021, compared to
$1,077 million cash flow used in financing activities for the year ended December 31, 2020. During the year ended December 31,
2021, proceeds, net of repayments from borrowings, were $6,736 million, which primarily consisted of borrowings raised for the
acquisitions of our modular building leasing services operations and our engineered components manufacturer and as part of the
privatization of our residential mortgage insurer, partially offset by scheduled repayments of non-recourse borrowings. Capital
provided by others who have interests in operating subsidiaries, was $3,667 million for the year ended December 31, 2021, which
was primarily attributable to capital contributions to fund the acquisitions of our modular building leasing services operations and
our engineered components manufacturer and to acquire the remaining publicly held interests in our residential mortgage insurer.
This was partially offset by distributions to others who have interests in operating subsidiaries and capital paid to others who have
interests in operating subsidiaries of $1,898 million and $1,336 million, respectively, for the year ended December 31, 2021. This
was primarily related to the distribution of proceeds from the partial disposition of our graphite electrode operations, proceeds
from the sale of our investment in public securities in our industrials segment and distributions following the privatization of the
partnership’s residential mortgage insurer during the year ended December 31, 2021.
Total cash flow used in financing activities was $1,077 million for the year ended December 31, 2020, compared to
$15,925 million cash flow provided by financing activities for the year ended December 31, 2019. During the year ended
December 31, 2020, repayments, net of proceeds from borrowings, were $102 million, which primarily consisted of debt
repayments at our advanced energy storage operations and our graphite electrode operations, partially offset by increased
borrowings at our water and wastewater operations and a draw on our corporate credit facilities primarily related to the
acquisitions of businesses. Distributions to others who have interests in operating subsidiaries, net of capital provided, were
$140 million, which were primarily attributable to distributions of proceeds from the sale of our cold storage logistics business
and the distribution of dividends from our nuclear technology services operations and our residential mortgage insurer. This was
partially offset by the capital contributions to fund the acquisitions of our work access services operations and our non-bank
financial services operations, and the recapitalization of our automotive aftermarket parts remanufacturer during the year ended
December 31, 2020.
Market Risks
Market risk is defined for these purposes as the risk that the fair value or future cash flows of a financial instrument held
by the partnership will fluctuate because of changes in market prices. Market risk includes the risk of changes in interest rates,
currency exchange rates and changes in market prices due to factors other than interest rates or currency exchange rates, such as
changes in equity prices, commodity prices or credit spreads.
Financial instruments held by the partnership that are subject to market risk include loans and notes receivable, other
financial assets, borrowings, derivative contracts, such as interest rate and foreign currency contracts, and marketable securities.
Price Risk
As at December 31, 2021, the partnership is exposed to price risks arising from marketable securities and other financial
assets, with a balance of $6,580 million (2020: $6,217 million). A 10% change in the value of these assets would impact the
partnership’s equity by $658 million (2020: $622 million) and result in an impact on the consolidated statements of
comprehensive income of $658 million (2020: $622 million).
98
Brookfield Business Partners
Interest rate risk
The observable impacts on the fair values and future cash flows of financial instruments that can be directly attributable
to interest rate risk include changes in net income from financial instruments whose cash flows are determined with reference to
floating interest rates and changes in the fair values of financial instruments whose cash flows are fixed in nature. The partnership
monitors interest rate fluctuations and may enter into interest rate derivative contracts to mitigate the impact from interest rate
movements. A 10 basis point increase in interest rates is expected to decrease net income by $7 million, and a 10 basis point
decrease in interest rates is expected to increase net income by $5 million. A 10 basis point change in interest rates is expected to
impact other comprehensive income by a decrease of $10 million if interest rates increase, and an increase of $11 million if
interest rates decrease.
Foreign currency risk
We have operations in international markets denominated in currencies other than the U.S. dollar, primarily the
Australian dollar, the Canadian dollar and the Brazilian real. As a result, we are subject to foreign currency risk due to potential
fluctuations in exchange rates between foreign currencies and the U.S. dollar. We structure our operations such that foreign
operations are primarily conducted by entities with a functional currency which is the same as the economic environment in which
the operations take place. As a result, the net income impact of currency risk associated with financial instruments is limited as its
financial assets and liabilities are generally denominated in the functional currency of the subsidiary that holds the financial
instrument. However, we are exposed to foreign currency risk on the net assets of its foreign currency denominated operations and
foreign currency denominated debt. We manage foreign currency risk through hedging contracts, typically foreign exchange
forward contracts. There is no assurance that hedging strategies, to the extent used, will fully mitigate the risk.
The table below outlines the impact on net income and other comprehensive income of a 10% increase to the exchange
rates relative to the U.S. dollar:
(US$ MILLIONS)
USD/AUD
USD/BRL
USD/CAD
USD/Other
2021
2020
2019
OCI
Net Income
OCI
Net Income
OCI
Net Income
$
85 $
36
83
104
(12) $
1
(21)
(250)
86 $
40
120
101
(6) $
—
(25)
55
44 $
44
60
133
(2)
1
(1)
36
See also Note 4, “Fair Value of Financial Instruments”, Note 26, “Derivative Financial Instruments” and Note 27,
“Financial Risk Management” in our consolidated financial statements included in this Form 20-F.
Commodity price risk
As certain of the partnership’s operating subsidiaries are exposed to commodity price risk, the fair value of financial
instruments will fluctuate as a result of changes in commodity prices. A 10 basis point increase or decrease in commodity prices,
as it relates to financial instruments, is not expected to have a material impact on the partnership’s net income.
Our commodity exposure is primarily in our industrials segment. We hedge this exposure where appropriate. See
Item 4.B., “Business Overview – Industrials”.
Related Party Transactions
We entered into a number of related party transactions with Brookfield as described in Note 25 in our consolidated
financial statements included in this Form 20-F.
Critical Accounting Policies, Estimates and Judgments
The preparation of financial statements requires management to make critical 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.
Brookfield Business Partners
99
Critical judgments made by management and utilized in the normal course of preparing our partnership’s consolidated
financial statements are outlined below.
Due to the circumstances surrounding the global economic shutdown pandemic, such as significant volatility in capital
markets, commodity prices and foreign currencies, restrictions on the conduct of business in many jurisdictions, and other
impacts, we considered the impacts of these circumstances on the key critical judgments, estimates and assumptions that affect the
reported and contingent amount of assets, liabilities, revenues and expenses, including whether goodwill, intangible assets and
PP&E needed to be reevaluated for impairment as of December 31, 2021. The partnership has a diversified portfolio of operating
businesses, many of which provide essential products and services to their customers. Based on our assessments, no additional
impairments were required as at December 31, 2021. The partnership continues to monitor the situation and review our critical
estimates and judgments as circumstances evolve.
For further reference on accounting policies, critical judgments and estimates, see our “Significant Accounting Policies”
contained in Note 2 of our consolidated financial statements as at December 31, 2021 and 2020 and for the years ended
December 31, 2021, 2020 and 2019, included in this Form 20-F. See Item 18., “Financial Statements”.
Business combinations
The partnership accounts for business combinations using the acquisition method of accounting. The allocation of fair
values to assets acquired and liabilities assumed through an acquisition requires numerous estimates that affect the valuation of
certain assets and liabilities acquired including discount rates, operating costs, revenue estimates, commodity prices, future capital
costs and other factors. The determination of the fair values may remain provisional for up to 12 months from the date of
acquisition due to the time required to obtain independent valuations of individual assets and to complete assessments of
provisions. When the accounting for a business combination has not been completed as of the reporting date, this is disclosed in
the financial statements, including observations on the estimates and judgments made as of the reporting date.
Determination of control
The partnership consolidates an investee when it controls the investee, with control existing if, and only if, the
partnership has power over the investee; exposure, or rights, to variable returns from involvement with the investee; and the
ability to use that power over the investee to affect the amount of the partnership’s returns.
In determining if the partnership has power over an investee, judgments are made when identifying which activities of
the investee are relevant in significantly affecting returns of the investee and the extent of existing rights that give the partnership
the current ability to direct the relevant activities of the investee. Judgments are made as to the amount of potential voting rights
that provide voting powers, the existence of contractual relationships that provide voting power, and the ability for the partnership
to appoint directors. The partnership enters into voting agreements which provide it the ability to contractually direct the relevant
activities of the investee (formally referred to as “power” within IFRS 10, Consolidated financial statements (“IFRS 10”)). In
assessing if the partnership has exposure, or rights, to variable returns from involvement with the investee, judgments are made
concerning whether returns from an investee are variable and how variable those returns are on the basis of the substance of the
arrangement, the magnitude of those returns and the magnitude of those returns relative to others, particularly in circumstances
where the partnership’s voting interest differs from the ownership interest in an investee. In determining if the partnership has the
ability to use its power over the investee to affect the amount of its returns, judgments are made when the partnership is an
investor as to whether the partnership is a principal or agent and whether another entity with decision making rights is acting as
the partnership’s agent. If it is determined that the partnership is acting as an agent, as opposed to a principal, the partnership does
not control the investee.
Common control transactions
IFRS 3 does not include specific measurement guidance for transfers of businesses or subsidiaries between entities under
common control. Accordingly, the partnership has developed an accounting policy to account for such transactions taking into
consideration other guidance in the IFRS framework and pronouncements of other standard-setting bodies. The partnership’s
policy is to record assets and liabilities recognized as a result of transactions between entities under common control at the
carrying values in the transferor’s financial statements.
Indicators of impairment
Judgment is applied when determining whether indicators of impairment exist when assessing the carrying values of the
partnership’s assets, including the determination of the partnership’s ability to hold financial assets, the estimation of a cash-
generating unit’s future revenues and direct costs, the determination of discount rates, and when an asset’s or cash-generating
unit’s carrying value is above its fair value less costs of disposal or value in use.
100
Brookfield Business Partners
For some of the partnership’s assets, forecasting the recoverability and economic viability of property and equipment
requires an estimate of reserves. The process for estimating reserves is complex and requires significant interpretation and
judgment. It is affected by economic conditions, production, operating and development activities, and is performed using
available geological, geophysical, engineering and economic data.
Revenue recognition
Judgment is applied where certain of the partnership’s subsidiaries use the cost-to-cost method to account for their
contract revenue. The stage of completion is measured by reference to actual costs incurred to date as a percentage of estimated
total costs for each contract. Significant assumptions are required to estimate the total contract costs and the recoverable variation
works that affect the stage of completion and the contract revenue, respectively. In making these estimates, management has
relied on past experience or the work of experts, where necessary.
Financial instruments
Judgments inherent in accounting policies relating to derivative financial instruments relate to applying the criteria to the
assessment of the effectiveness of hedging relationships. Estimates and assumptions used in determining the fair value of financial
instruments are: equity and commodity prices; future interest rates; the creditworthiness of the partnership relative to its
counterparties; the credit risk of the partnership’s counterparties; estimated future cash flows; discount rates and volatility utilized
in option valuations.
Decommissioning liabilities
Decommissioning costs will be incurred at the end of the operating life of some of the partnership’s oil and gas facilities,
mining properties, manufacturing facilities, and at licensed nuclear facilities serviced by the partnership. These obligations are
typically many years in the future and require judgment to estimate. The estimate of decommissioning costs can vary in response
to many factors including changes in relevant legal, regulatory, and environmental requirements, the emergence of new
restoration techniques or experience at other production sites. Inherent in the calculations of these costs are assumptions and
estimates including the ultimate settlement amounts, inflation factors, discount rates, and timing of settlements.
Insurance contracts
The partnership has applied critical estimates for its residential mortgage insurance business, including: (i) timing of
revenue recognition for deferred insurance premiums; (ii) insurance loss reserves representing the amount needed to provide for
the expected ultimate net cost of settling claims; (iii) the fair value of subrogation rights related to real estate based on third party
property appraisals or other types of third party valuations deemed to be more appropriate for a particular property; and (iv)
estimated deferred policy acquisition costs to be amortized over the term of the policy.
Measurement of expected credit losses
The partnership exercises judgment when determining expected credit losses on financial assets. Judgment is applied in
the determination of probability weighted expected cash flows, the probability of default of borrowers, and in selecting forward
looking information to determine increase in credit risk and other risk parameters.
Uncertainty of income tax treatments
The partnership applies IFRIC 23, Uncertainty over Income Tax Treatments (“IFRIC 23”). The interpretation requires an
entity to assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by
an entity in its income tax filings and to exercise judgment in determining whether each tax treatment should be considered
independently or whether some tax treatments should be considered together. The decision should be based on which approach
provides better predictions of the resolution of the uncertainty. An entity also has to consider whether it is probable that the
relevant authority will accept each tax treatment, or group of tax treatments, assuming that the taxation authority with the right to
examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information when
doing so.
Other
Other estimates and assumptions utilized in the preparation of the partnership’s financial statements are: the assessment
or determination of recoverable amounts; depreciation and amortization rates and useful lives; estimation of recoverable amounts
of assets and cash-generating units for impairment assessment of long-lived assets and goodwill, respectively; and ability to
utilize tax losses and other tax measurements.
Other critical judgments include the determination of functional currency.
Brookfield Business Partners
101
Future Changes in Accounting Policies
(i)
Insurance contracts
In May 2017, the IASB published IFRS 17, Insurance contracts (“IFRS 17”) a comprehensive standard that establishes
principles for the recognition, measurement, presentation and disclosure of insurance contracts. IFRS 17 will replace IFRS 4,
Insurance contracts. In June 2020, the IASB decided on a further deferral of the effective date of IFRS 17 from annual periods
beginning on or after January 1, 2021 to annual periods beginning on or after January 1, 2023.
The measurement approach under IFRS 17 is based on the following:
•
fulfillment cash flows which comprise:
◦
◦
◦
a current, unbiased probability-weighted estimate of future cash flows expected to arise as the insurer
fulfills the contract;
the effect of the time value of money; and
a risk adjustment that measures the effects of uncertainty about the amount and timing of future cash flows;
•
a contractual service margin which represents the unearned profit in a contract and that is recognized in profit or loss
over time as the insurance coverage is provided.
There will also be a new financial statement presentation for insurance contracts and additional disclosure requirements.
IFRS 17 requires the partnership to distinguish between groups of contracts expected to be profit-making and groups of
contracts expected to be onerous. IFRS 17 is to be applied retrospectively to each group of insurance contracts. If full
retrospective application to a group of contracts is impracticable, the modified retrospective or fair value method may be used.
The partnership is currently assessing the impact of IFRS 17 on its financial statements.
(ii)
Amendments to IAS 1 – Presentation of financial statements (“IAS 1”)
The amendments clarify how to classify debt and other liabilities as current or non-current. The amendments to IAS 1
apply to annual reporting periods beginning on or after January 1, 2023. The partnership is currently assessing the impact of these
amendments.
(iii)
Amendments to IAS 12 – Income taxes (“IAS 12”)
The amendments clarify that the initial recognition exception does not apply to the initial recognition of leases and
decommissioning obligations. The amendments to IAS 12 apply to annual reporting periods beginning on or after January 1,
2023. The partnership is currently assessing the impact of these amendments.
(iv)
Amendments to IAS 37
These amendments specify which costs an entity needs to include when assessing whether a contract is onerous or loss-
making. Costs that relate directly to a contract consist of both the incremental costs of fulfilling that contract and an allocation of
other costs that relate directly to fulfilling contracts. The amendments apply to contracts for which the entity has not yet fulfilled
all its obligations at the beginning of the annual reporting period in which the entity first applies the amendments. Comparatives
are not restated. Instead, the entity shall recognize the cumulative effect of initially applying the amendments as an adjustment to
the opening balance of retained earnings or other component of equity, as appropriate, at the date of initial application.
The amendments are effective for annual periods beginning on or after January 1, 2022, with early application permitted.
The partnership is currently assessing the impact of these amendments.
(v)
Amendments to IFRS 10 and IAS 28 – Investments in associates and joint ventures (“IAS 28”)
The amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an
investor and its associate or joint venture. Specifically, gains or losses resulting from the loss of control of a subsidiary that does
not contain a business in a transaction with an associate or a joint venture that is accounted for using the equity method, are
recognized in profit or loss only to the extent of the unrelated investors’ interests in that associate or joint venture. Similarly, gains
and losses resulting from the remeasurement of investments retained in any former subsidiary (that has become an associate or a
joint venture that is accounted for using the equity method) to fair value are recognized in the former parent’s profit or loss only to
the extent of the unrelated investors’ interests in the new associate or joint venture. The partnership is currently assessing the
impact of these amendments.
102
Brookfield Business Partners
(vi)
Amendments to IFRS 3 – Business combinations - Reference to conceptual framework
The amendments add an exception to the recognition principle of IFRS 3 to avoid the issue of potential ‘day 2’ gains or
losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 or IFRIC 21, Levies (“IFRIC 21”),
if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC 21, respectively, instead of the
Conceptual Framework, to determine whether a present obligation exists at the acquisition date. At the same time, the
amendments add a new paragraph to IFRS 3 to clarify that contingent assets do not qualify for recognition at the acquisition date.
The amendments apply to annual reporting periods beginning on or after January 1, 2022. The partnership is currently assessing
the impact of these amendments.
(vii)
IFRS 9 – Fees in the ‘10 per cent’ test for derecognition of financial liabilities
The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial
liability are substantially different from the terms of the original financial liability. These fees include only those paid or received
between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf. An
entity applies the amendment to financial liabilities that are modified or exchanged on or after the beginning of the annual
reporting period in which the entity first applies the amendment.
The amendment is effective for annual reporting periods beginning on or after January 1, 2022. The partnership is
currently assessing the impact of the amendment.
New Accounting Policies Adopted
(i)
IFRS 9, IAS 39, IFRS 7 and IFRS 16 amendments for IBOR reform
It is currently expected that Secured Overnight Financing Rate (“SOFR”) will replace US$ LIBOR, Sterling Overnight
Index Average (“SONIA”) will replace £ LIBOR, and Euro Short-term Rate (“€STR”) will replace EURIBOR effective for June
30, 2023 for those tenors used by the partnership, but effective December 31, 2021. The partnership is progressing through its
transition plan to address the impact and effect required changes as a result of amendments to the contractual terms of US$
LIBOR referenced floating-rate borrowings, interest rate swaps, interest rate caps and to update hedge designations.
The amendments provide temporary relief which address the financial reporting effects when an interbank offered rate
(“IBOR”) is replaced with an alternative nearly risk-free interest rate (“RFR”).
The amendments include the following practical expedients:
•
•
•
To require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as
changes to a floating interest rate, equivalent to a movement in a market rate of interest;
Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the
hedging relationship being discontinued; and
Provide temporary relief to entities from having to meet the separately identifiable requirement when an RFR
instrument is designated as a hedge of a risk component.
These amendments had no impact on the consolidated financial statements of the partnership. The partnership intends to
use the practical expedients in future periods when they become applicable.
Off-Balance Sheet Arrangements
In the normal course of operations, our operating subsidiaries have bank guarantees, insurance bonds and letters of credit
outstanding to third parties. As at December 31, 2021, the total outstanding amount was approximately $2.3 billion. If these letters
of credit or bonds are drawn upon, we will be obligated to reimburse the issuer of the letters of credit or bonds. The partnership
does not conduct its operations, other than those of equity accounted investments, through entities that are not consolidated in the
financial statements, and has not guaranteed or otherwise contractually committed to support any material financial obligations
not reflected in the financial statements.
Our construction operations and other operations may be called upon to give, in the ordinary course of business,
guarantees and indemnities in respect of the performance of controlled entities, associates and related parties of their contractual
obligations. Any known losses have been brought to account.
Brookfield Business Partners
103
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. In addition, we have also
entered into indemnity agreements with Brookfield that relate to certain construction projects in the Middle East region that have
been in place for several years. Under these indemnity agreements, Brookfield has agreed to indemnify us or refund us, as
appropriate, for the receipt of payments relating to such projects.
From time to time, we may be contingently liable with respect to litigation and claims that arise in the normal course of
operations. In our construction operations, this may include litigation and claims from clients or subcontractors, in addition to our
associated counterclaims. On an ongoing basis, we assess the potential impact of these events. We have determined that the
potential loss amount of these claims cannot be measured and is not probable at this time.
Financial instruments - foreign currency hedging strategy
To the extent that it is economical to do so, our strategy is to hedge all or a portion of our equity investments and/or cash
flows exposed to foreign currencies by the partnership. The partnership’s foreign currency hedging policy includes leveraging any
natural hedges that may exist within the operations, utilizing local currency debt financing to the extent possible, and utilizing
derivative contracts to minimize any residual exposures where natural hedges are insufficient.
The following table presents our foreign currency equity positions, excluding interest of others in operating subsidiaries,
as at December 31, 2021:
(US$ MILLIONS)
Net equity
FX contracts – US$
CAD
AUD
Net Investment Hedges
GBP
BRL
EUR
INR
Other
$
1,487 $
(856)
1,169 $
(307)
520 $
(93)
248 $
—
882 $
(793)
400 $
(107)
1,093
—
As at December 31, 2021, approximately 37% of our foreign currency net equity exposure was hedged.
Contractual Obligations
An integral part of our partnership’s strategy is to participate with institutional partners in Brookfield-sponsored private
equity funds that target acquisitions that suit Brookfield private equity’s profile. In the normal course of business, the partnership
has made commitments to Brookfield-sponsored private equity funds to participate in these target acquisitions in the future, if and
when identified. For information regarding our partnership’s commitments in respect of pending acquisitions, see Item 4.A.,
“History and Development of our Company”.
In the ordinary course of business, we enter into contractual arrangements that may require future cash payments. The
table below outlines our undiscounted contractual obligations as at December 31, 2021:
(US$ MILLIONS)
Borrowings
Lease liabilities
Interest expense
Decommissioning liabilities
Pension obligations
Obligations under agreements
Total
Total
Payments as at December 31, 2021
1-2 Years
< 1 Year
3-5 Years
5+ Years
$
29,635 $
2,104 $
1,878 $
16,159 $
9,494
2,170
7,415
1,688
3,803
316
355
1,315
11
107
216
289
1,281
5
110
25
567
3,199
49
348
43
959
1,620
1,623
3,238
32
$
45,027 $
4,108 $
3,588 $
20,365 $
16,966
5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
Not applicable.
104
Brookfield Business Partners
5.D. TREND INFORMATION
See Item 5.A., “Operating Results”.
5.E. CRITICAL ACCOUNTING ESTIMATES
See Item 5.B., “Liquidity and Capital Resources-Critical Accounting Policies, Estimates and Judgements”.
Brookfield Business Partners
105
ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. DIRECTORS AND SENIOR MANAGEMENT
Governance
As required by law, our Limited Partnership Agreement provides for the management and control of our company by a
general partner rather than a board of directors and officers. The BBU General Partner serves as our company’s general partner
and has a board of directors. The BBU General Partner has sole responsibility and authority for the central management and
control of our company, which is exercised through its board of directors. Accordingly, references herein to “our directors” and
“our board” refer to the board of directors of the BBU General Partner.
David Court resigned from the board of directors of the BBU General Partner to join the board of directors of BBUC as a
non-overlapping board member.
The following table presents certain information concerning our current board of directors as of the date of this Form 20-
F:
Name, Municipality of Residence and
Independence (1)
Jeffrey Blidner
Toronto, Ontario, Canada
(Not Independent)
Stephen Girsky
New York, New York,
USA
(Not Independent)
David Hamill (2) (3)
Eastern Heights, Queensland, Australia
(Independent)
Anne Ruth Herkes
Berlin, Germany
(Independent)
John Lacey (2)
Thornhill, Ontario, Canada
(Independent)
Don Mackenzie (3)
Pembroke Parish, Bermuda
(Independent)
Patricia Zuccotti (3)
Kirkland, Washington,
USA
(Independent)
____________________________________
Age
73
59
64
65
78
61
74
Position with the
BBU General
Partner
Principal Occupation
Board Chair and Director Vice Chairman, Brookfield Asset
Management
Director
Managing Partner, VectoIQ
Director
Corporate Director
Director
Corporate Director
Lead Director
Chairman, Doncaster Consolidated Ltd.
Director
Chairman and Owner of New Venture
Holdings
Director
Corporate Director
(1)
(2)
(3)
The business address for each of the directors is 73 Front Street, 5th Floor, Hamilton HM12, Bermuda.
Member of the governance and nominating committee. John Lacey is the chair of the governance and nominating committee.
Member of the audit committee. Patricia Zuccotti is the chair of the audit committee and is our audit committee financial expert.
Set forth below is biographical information for our directors.
Jeffrey Blidner. Mr. Blidner is a Vice Chair of Brookfield Asset Management and is the former Chief Executive
Officer of Brookfield’s Private Funds Group. Mr. Blidner currently serves as the Chair of the general partner of Brookfield
Renewable Partners L.P. (and of Brookfield Renewable Corporation), Chair of the general partner of the partnership and Chair of
BBUC. He also serves as a director of Brookfield Asset Management, the general partner of Brookfield Infrastructure Partners
L.P. (and of Brookfield Infrastructure Corporation) and the general partner of Brookfield Property Partners L.P. Prior to joining
Brookfield in 2000, Mr. Blidner was a senior partner at a Canadian law firm where his practice focused on merchant banking
transactions, public offerings, mergers and acquisitions, management buy-outs and private equity transactions. Mr. Blidner
received his LLB from Osgoode Hall Law School and was called to the Bar in Ontario as a Gold Medalist. Mr. Blidner is not
considered an independent director because of his role at Brookfield.
106
Brookfield Business Partners
Stephen Girsky. Mr. Girsky is a Managing Partner of VectolQ, an independent advisory firm based in New York, and
serves as Chairman and CEO of VectoIQ Acquisition Corp., a special purpose acquisition company. Mr. Girsky is the Chairman
of the Board of Directors at Nikola Motor Company, a publicly traded company that designs and manufactures electric
components, drivetrains and vehicles. Mr. Girsky also serves on the board of directors of BBUC. He consulted for Brookfield on
its acquisition of Clarios International, Inc., a leading automotive battery company, and serves on the Board and is Chair of the
ESG and Risk Management Committee for Clarios. Mr. Girsky was previously the president of Centerbridge Industrial Partners
and a Managing Director at Morgan Stanley, and served in a number of capacities at General Motors Co., including the office of
Vice Chairman. Mr. Girsky holds a Bachelor of Science in mathematics from the University of California at Los Angeles and a
Master of Business Administration from the Harvard Business School. Mr. Girsky is not considered an independent director
because of his role consulting for Brookfield on its acquisition of Clarios.
David Hamill. Dr. Hamill is a professional director and was Treasurer of the State of Queensland in Australia from
1998 to 2001, Minister for Education from 1995 to 1996, and Minister for Transport and Minister Assisting the Premier on
Economic and Trade Development from 1989 to 1995. Dr. Hamill also serves on the board of directors of BBUC. Dr. Hamill
retired from the Queensland Parliament in February 2001 and since that time has served as a non-executive director or chairman
of a range of listed and private companies as well as not-for-profit and public sector entities. Dr. Hamill holds a Bachelor of Arts
(Honors) from the University of Queensland, a Master of Arts from Oxford University and a Doctorate of Philosophy from
University of Queensland, and is a fellow of the Chartered Institute of Transport and the Australian Institute of Company
Directors.
Anne Ruth Herkes. Ms. Herkes is a partner at ELC European Leadership Consulting GmbH, a management coaching
company and senior advisor at eightyLEO Holding GmbH, a New Space company. Ms. Herkes also serves on the board of
directors of BBUC. Ms. Herkes is also Deputy Chair of the board of directors of Merck Finck Privatbankiers AG, an asset and
wealth management bank based in Munich, and chairs its audit and nomination committees. She serves on the board of directors
of Quintet (S.A.) Europe Private Bank in Luxembourg, where she is also a member of the strategy and the remuneration and
nomination committees. Ms. Herkes has over 30 years of professional experience in politics, diplomacy, and economic affairs in
Europe, U.S., Japan and Qatar. She previously served as State Secretary at the German Federal Ministry for Economic Affairs and
Energy, and as German Ambassador to Qatar.
John Lacey. Mr. Lacey is Chairman of Doncaster Consolidated Ltd. and a director of Whittington Investments Ltd.
Mr. Lacey also serves as a consultant to the Chairman of the Board of George Weston Ltd., a Canadian food processing and
distribution company, and Loblaw Companies Limited, a Canadian food retailer. Mr. Lacey also serves on the board of directors
of BBUC. Mr. Lacey was previously the Chairman of the board of directors of Alderwoods Group, Inc., an organization operating
funeral cemeteries within North America, until 2006. Mr. Lacey is the former President and Chief Executive Officer of The
Oshawa Group (now part of Sobeys Inc.) and a former director of Loblaw Companies Limited and TELUS Corporation.
Don Mackenzie. Mr. Mackenzie is the Chairman and Owner of New Venture Holdings, a well- established privately-
owned holding company with operating company and real estate investments in Bermuda and Canada. Mr. Mackenzie also serves
on the board of directors of BBUC. Prior to moving to Bermuda in 1990, Mr. Mackenzie worked in the software and sales sector.
Mr. Mackenzie acquired his first business in 1995, and New Venture Holdings was formed in 2000 to consolidate a number of
operating investments under a holding company umbrella. Mr. Mackenzie has a Bachelor of Commerce from Queens University
and a Master of Business Administration from Schulich School of Business of York University.
Patricia Zuccotti. Ms. Zuccotti is a director of the general partner of Brookfield Renewable Partners L.P. (and of
Brookfield Renewable Corporation), where she is the Chair of the Audit Committee. Ms. Zuccotti also serves on the board of
directors of BBUC, where she is the Chair of the Audit Committee. She served as Senior Vice President, Chief Accounting
Officer and Controller of Expedia, Inc. from October 2005 to September 2011. Prior to joining Expedia, Ms. Zuccotti was the
Director, Enterprise Risk Services of Deloitte & Touche LLP from June 2003 until October 2005. Ms. Zuccotti is a Certified
Public Accountant (inactive) and received her Master of Business Administration, majoring in accounting and finance, from the
University of Washington and a Bachelor of Arts, majoring in political science, from Trinity College.
Our Management
The Service Providers, wholly-owned subsidiaries of Brookfield Asset Management, provide management services to us
pursuant to our Master Services Agreement. Brookfield has built its business platform through the integration of formative
portfolio acquisitions and single asset transactions over several decades and throughout all phases of the business cycle. The
Service Providers’ investment and asset management professionals are complemented by the depth of transactional and
operational expertise throughout our operating segments which specialize in business services and industrial operations,
generating significant returns. Members of Brookfield’s senior management and other individuals from Brookfield’s global
affiliates are drawn upon to fulfill the Service Providers’ obligations to provide us with management services under our Master
Services Agreement.
Brookfield Business Partners
107
The following table presents certain information concerning the core senior management team that are principally
responsible for our operations and their positions with the Service Providers.
Name
Cyrus Madon
Jaspreet Dehl
Age
56
45
Years of
Experience
Years at
Brookfield
33
23
23
11
Position with one of the Service Providers
Chief Executive Officer
Chief Financial Officer
Set forth below is biographical information for Mr. Madon and Ms. Dehl.
Cyrus Madon. Mr. Madon is a Managing Partner of Brookfield Asset Management, Head of Brookfield’s Private
Equity Group and Chief Executive Officer of our company. Mr. Madon joined Brookfield in 1998 as Chief Financial Officer of
Brookfield’s real estate brokerage business. During his tenure, Mr. Madon has held a number of senior roles across the
organization, including head of Brookfield’s corporate lending business. Mr. Madon began his career at PricewaterhouseCoopers
where he worked in Corporate Finance and Recovery, both in Canada and the U.K.
Jaspreet Dehl. Ms. Dehl is the Chief Financial Officer of our company. Ms. Dehl is also a Managing Partner of
Brookfield Asset Management. Since joining Brookfield in 2011, Ms. Dehl has held a number of senior finance positions,
including within Brookfield’s Private Equity Group and in Brookfield’s Private Funds Group. Prior to joining Brookfield, Ms.
Dehl was part of the Financial Advisory Services practice at Deloitte, specializing in corporate restructuring services and
transaction execution services to private equity clients. Ms. Dehl is a Chartered Professional Accountant and holds a bachelor’s
degree in economics from Wilfrid Laurier University.
6.B. COMPENSATION
The directors of the BBU General Partner also serve as directors of BBUC. The BBU General Partner pays to each of our
directors (other than Mr. Jeffrey Blidner) $150,000 per year for serving on our board of directors and various board committees.
The BBU General Partner does not pay any compensation in connection with Mr. Blidner’s board service. The BBU General
Partner pays the chair of the audit committee an additional $20,000 per year and the lead independent director an additional
$10,000 per year.
In coordination with BBUC, the governance and nominating committee will periodically review board compensation in
relation to its peers and other similarly sized companies and is responsible for approving changes in compensation for non-
employee directors.
The BBU General Partner currently does not have any employees. Pursuant to our Master Services Agreement, the
Service Providers will provide or arrange for other service providers to provide day-to-day management and administrative
services for our company, the Holding LP and the Holding Entities. The fees payable to the Service Providers under our Master
Services Agreement are set forth under Item 7.B., “Related Party Transactions - Our Master Services Agreement -
Management Fee”.
Pursuant to our Master Services Agreement, members of Brookfield’s senior management and other individuals from
Brookfield’s global affiliates are drawn upon to fulfill obligations under our Master Services Agreement. However, these
individuals, including the Brookfield employees identified in the table under Item 6.A., “Directors and Senior Management - Our
Management”, are not compensated by our company or the BBU General Partner. Instead, they continue to be compensated
by Brookfield.
Pursuant to our Master Services Agreement, there may be instances in which an employee of Brookfield provides
services in addition to those contemplated by our Master Services Agreement to the BBU General Partner, our company or any of
our subsidiaries, or vice versa. In such cases, all or a portion of the compensation paid to an employee who provides services to
the other party may be allocated to such other party.
6.C. BOARD PRACTICES
Board Structure, Practices and Committees
The structure, practices and committees of our board of directors, including matters relating to the size and composition
of the board of directors, the election and removal of directors, requirements relating to board action and the powers delegated to
board committees, are governed by the BBU General Partner’s bye-laws. Our board of directors is responsible for supervising the
management, control, power and authority of the BBU General Partner and our company except as required by applicable law or
the bye-laws of the BBU General Partner. The following is a summary of certain provisions of those bye-laws that affect
our governance.
108
Brookfield Business Partners
Size, independence and composition of the board of directors
Our board of directors may consist of between three (3) and eleven (11) directors or such other number of directors as
may be determined from time to time by a resolution of the BBU General Partner’s shareholders and subject to its bye-laws. Our
board is currently set at seven (7) directors, a majority of whom are independent. In addition, the BBU General Partner’s bye-laws
provide that not more than 50% of the directors (as a group) or the independent directors (as a group) may be residents of any one
jurisdiction (other than Bermuda and any other jurisdiction designated by the board of directors from time to time).
Our board mirrors the board of BBUC, except that there are two additional non-overlapping board members who serve
on the board of BBUC to assist with, among other things, resolving any conflicts of interest that may arise from BBUC’s
relationship with our partnership.
Lead independent director
Our independent directors have selected John Lacey to serve as the lead independent director. The lead independent
director’s primary role is to facilitate the functioning of the board (independently of the Service Providers and Brookfield), and to
maintain and enhance the quality of our corporate governance practices. The lead independent director presides over the private
sessions of our independent directors that take place following each meeting of the board and conveys the results of these
meetings to the chair of the board. In addition, the lead independent director is available, when appropriate, for consultation and
direct communication with unitholders or other stakeholders of our company.
Unitholders and other interested parties may communicate with any member of the board, including its chair, as well as
the lead independent director and the independent directors as a group by contacting the Corporate Secretary’s Office at 73 Front
Street, 5th Floor, Hamilton, HM 12, Bermuda.
Term Limits and Board Renewal
The governance and nominating committee reviews and assesses the qualifications of candidates to join our board of
directors with the goal, among other things, of reflecting a balance between the experience that comes with longevity of service
on the board and the need for renewal and fresh perspectives.
Our board of directors does not have a mandatory age for the retirement of directors and there are no term limits nor any
other mechanisms in place that operate to compel board turnover. While we believe that mandatory retirement ages, director term
limits and other board turnover mechanisms are overly prescriptive, periodically adding new voices to our board of directors can
help us adapt to a changing business environment. As such, the governance and nominating committee reviews the composition of
our board of directors on a regular basis in relation to approved director criteria and skill requirements and recommends changes
as appropriate.
Board of Directors Diversity Policy
The BBU General Partner is committed to enhancing the diversity of our board of directors. Our deep roots in many
global jurisdictions inform our perspective on diversity and the BBU General Partner’s view is that our board of directors should
reflect a diversity of backgrounds relevant to our strategic priorities. This includes (but is not limited to) such factors as diversity
based on gender, race, and ethnicity, as well as diversity of business expertise and international experience.
To achieve the BBU General Partner board of directors’ diversity goals, it has adopted the following written policy:
•
•
•
Appointments to our board of directors will be based on merit, having due regard for the benefits of diversity on our
board of directors, so that each nominee possesses the necessary skills, knowledge and experience to serve effectively as
a director;
In the director identification and selection process, diversity on our board of directors, including the factors referenced
above, will influence succession planning and be a key criterion in identifying new candidates for our board of directors;
and
The BBU General Partner has an ongoing gender diversity target of ensuring at least two independent directors on our
board of directors are women.
The governance and nominating committee is responsible for implementing our board of directors diversity policy,
monitoring progress towards the achievement of its objectives and recommending to the board any necessary changes that should
be made to the policy.
Brookfield Business Partners
109
Election and removal of directors
Our board of directors is appointed by shareholders of BBU General Partner and each of our current directors will serve
until the earlier of his or her death, resignation, removal from office or until a successor is appointed. Vacancies on the board of
directors may be filled and additional directors may be added by a resolution of the BBU General Partner’s shareholders or a vote
of the directors then in office. A director may be removed from office by a resolution duly passed by the BBU General Partner’s
shareholders. A director will be automatically removed from the board of directors if he or she becomes bankrupt, insolvent or
suspends payments to his or her creditors, or becomes prohibited by law from acting as a director.
Action by the board of directors
Our board of directors may take action in a duly convened meeting at which a quorum is present or by a written
resolution signed by all directors then holding office. Our board of directors will hold a minimum of four meetings per year.
When action is to be taken at a meeting of the board of directors, the affirmative vote of a majority of the votes cast is required for
any action to be taken.
Transactions requiring approval by the governance and nominating committee
Our governance and nominating committee has approved a conflicts policy which addresses the approval requirement
and other requirements for transactions in which there is greater potential for a conflict of interest to arise. These transactions
include:
•
•
•
•
•
•
•
the dissolution of our company;
any material amendment to our Master Services Agreement, our Limited Partnership Agreement or the Holding LP
Limited Partnership Agreement;
any material service agreement or other arrangement pursuant to which Brookfield will be paid a fee, or other
consideration other than any agreement or arrangement contemplated by our Master Services Agreement;
co-investments by us with Brookfield;
acquisitions by us from, and dispositions by us to, Brookfield;
any other material transaction involving us and Brookfield; and
termination of, or any determinations regarding indemnification under, our Master Services Agreement.
Our conflicts policy requires the transactions described above to be approved by our governance and nominating
committee. Pursuant to our conflicts policy, our governance and nominating committee may grant approvals for any of the
transactions described above in the form of general guidelines, policies or procedures in which case no further special approval
will be required in connection with a particular transaction or matter permitted thereby. The conflicts policy can be amended at
the discretion of our governance and nominating committee. See Item 7.B., “Related Party Transactions - Conflicts of Interest and
Fiduciary Duties”.
Service contracts
There are no service contracts with directors that provide benefits upon termination of office or services.
Transactions in which a director has an interest
A director who directly or indirectly has an interest in a contract, transaction or arrangement with the BBU General
Partner, our company or certain of our affiliates is required to disclose the nature of his or her interest to the full board of
directors. Such disclosure may generally take the form of a general notice given to the board of directors to the effect that the
director has an interest in a specified company or firm and is to be regarded as interested in any contract, transaction or
arrangement with that company or firm or its affiliates. A director may participate in any meeting called to discuss or any vote
called to approve the transaction in which the director has an interest and no transaction approved by the board of directors will be
void or voidable solely because the director was present at or participates in the meeting in which the approval was given
provided that the board of directors or a board committee authorizes the transaction in good faith after the director’s interest has
been disclosed or the transaction is fair to the BBU General Partner and our company at the time it is approved.
110
Brookfield Business Partners
Transactions requiring unitholder approval
Limited partners have consent rights with respect to certain fundamental matters and related party transactions
(in accordance with MI 61-101) and on any other matters that require their approval in accordance with applicable securities laws
and stock exchange rules. See Item 10.B., “Memorandum and Articles of Association - Description of the Holding LP Limited
Partnership Agreement - Amendment of the Holding LP Limited Partnership Agreement, Opinion of Counsel and Limited Partner
Approval and Withdrawal of the Managing General Partner”.
Audit committee
Our board of directors is required to maintain an audit committee that operates pursuant to a written charter. The audit
committee consists solely of independent directors and each member is financially literate, which is defined under our audit
committee charter to mean having the ability to read and understand a set of financial statements that present a breadth and level
of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably
be expected to be raised by our financial statements. Not more than 50% of the audit committee members may be residents of any
one jurisdiction (other than Bermuda and any other jurisdiction designated by the board of directors from time to time). See
Item 6.A., “Directors and Senior Management - Governance” for the names of our audit committee members.
The audit committee is responsible for assisting and advising our board of directors with respect to:
•
•
•
•
our accounting and financial reporting processes;
the integrity and audits of our financial statements;
our compliance with legal and regulatory requirements; and
the qualifications, performance and independence of our independent accountants.
The audit committee is responsible for engaging our independent auditors, reviewing the plans and results of each audit
engagement with our independent auditors, approving professional services provided by our independent accountants, considering
the range of audit and non-audit fees charged by our independent auditors and reviewing the adequacy of our internal accounting
controls.
Governance and nominating committee
Our board of directors is required to maintain at all times a governance and nominating committee that operates pursuant
to a written charter. The governance and nominating committee consists solely of independent directors and not more than 50% of
the governance and nominating committee members may be residents of any one jurisdiction (other than Bermuda and any other
jurisdiction designated by the board of directors from time to time).
The governance and nominating committee has approved a conflicts policy which addresses the approval and other
requirements for transactions in which there is a greater potential for a conflict of interest to arise. The governance and
nominating committee may be required to approve any such transactions. See “Transactions Requiring Approval by the
Governance and Nominating Committee”.
The governance and nominating committee is responsible for approving the appointment by the sitting directors of a
person to the office of director and for recommending a slate of nominees for election as directors by the BBU General Partner’s
shareholders. The governance and nominating committee is responsible for assisting and advising the board of directors with
respect to matters relating to the general operation of the board of directors, our governance, the governance of the BBU General
Partner and the performance of the board of directors. The governance and nominating committee is responsible for reviewing and
making recommendations to the board of directors of the BBU General Partner concerning the remuneration of directors and
committee members and any changes in the fees to be paid pursuant to our Master Services Agreement.
Director Unit Ownership Requirements
The BBU General Partner believes that our directors can better represent our unitholders if they have economic exposure
to our company themselves. Our company expects that directors should hold sufficient number of our units such that the
acquisition costs of units held by such directors are equal to at least two times their annual retainer (the “Unit Ownership
Requirement”), as determined by the board of directors from time to time.
Brookfield Business Partners
111
Our directors are required to purchase our units on an annual basis in an amount not less than 20% of the Unit Ownership
Requirement until such requirement has been met. Our directors are required to achieve the Unit Ownership Requirement within
five years of joining the board. In the event of an increase in the annual retainer fee, our directors will have two years from the
date of the change to comply with the Unit Ownership Requirement. In the case of directors who have served on our board less
than five years at the date of the change, such directors will be required to comply with the Unit Ownership Requirement by the
date that is the later of: (i) the fifth anniversary of their appointment to the board, and (ii) two years following the date of the
change in retainer fee.
Status as Foreign Private Issuer
Because we qualify as a foreign private issuer under SEC rules, we are permitted to follow the corporate governance
practices of Bermuda (the jurisdiction in which we are organized) in lieu of the NYSE corporate governance requirements that
would otherwise be applicable to us. We currently follow the same corporate governance practices as would be applicable to
U.S. domestic limited partnerships. However, we may in the future elect to follow Bermuda law for certain corporate governance
practices, as permitted by the rules of NYSE, in which case our unitholders would not be afforded the same protection as provided
under NYSE corporate governance standards. Following our home country governance practices as opposed to the requirements
that would otherwise apply to a limited partnership listed on the NYSE may provide less protection than is accorded to investors
of U.S. domestic issuers.
Indemnification and Limitations on Liability
Our Limited Partnership Agreement
The laws of Bermuda permit the partnership agreement of a limited partnership, such as our company, to provide for the
indemnification of a partner, the officers and directors of a partner and any other person against any and all claims and demands
whatsoever, except to the extent that the indemnification may be held by the courts of Bermuda to be contrary to public policy or
to the extent that the laws of Bermuda prohibit indemnification against personal liability that may be imposed under specific
provisions of the laws of Bermuda. The laws of Bermuda also permit a partnership to pay or reimburse an indemnified person’s
expenses in advance of a final disposition of a proceeding for which indemnification is sought. See Item 10.B., “Memorandum
and Articles of Association - Description of our Units and our Limited Partnership Agreement - Indemnification; Limitations on
Liability” for a description of the indemnification arrangements in place under our Limited Partnership Agreement.
The BBU General Partner’s bye-laws
The laws of Bermuda permit the bye-laws of an exempted company, such as the BBU General Partner, to provide for the
indemnification of its officers, directors and shareholders and any other person designated by our company against any and all
claims and demands whatsoever, except to the extent that the indemnification may be held by the courts of Bermuda to be
contrary to public policy or to the extent that the laws of Bermuda prohibit indemnification against personal liability that may be
imposed under specific provisions of Bermuda law, such as the prohibition under the Bermuda Companies Act 1981 to indemnify
liabilities arising from fraud or dishonesty. The BBU General Partner’s bye-laws provide that, as permitted by the laws of
Bermuda, it will pay or reimburse an indemnified person’s expenses in advance of a final disposition of a proceeding for which
indemnification is sought.
Under the BBU General Partner’s bye-laws, the BBU General Partner is required to indemnify, to the fullest extent
permitted by law, its affiliates, directors, officers, resident representative, shareholders and employees, any person who serves on
a governing body of the Holding LP or any of its subsidiaries and certain others against any and all losses, claims, damages,
liabilities, costs or expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts
arising from any and all claims, demands, actions, suits or proceedings, incurred by an indemnified person in connection with our
operations and activities or in respect of or arising from their holding such positions, except to the extent that the claims,
liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified person’s bad faith, fraud or
willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful. In
addition, under the BBU General Partner’s bye-laws: (i) the liability of such persons has been limited to the fullest extent
permitted by law and except to the extent that their conduct involves bad faith, fraud or willful misconduct, or in the case of a
criminal matter, action that the indemnified person knew to have been unlawful; and (ii) any matter that is approved by the
independent directors will not constitute a breach of any duties stated or implied by law or equity, including fiduciary duties. The
BBU General Partner’s bye-laws require it to advance funds to pay the expenses of an indemnified person in connection with a
matter in which indemnification may be sought until it is determined that the indemnified person is not entitled to
indemnification.
112
Brookfield Business Partners
Insurance
We have obtained insurance coverage under which our directors are insured, subject to the limits of the policy, against
certain losses arising our from claims made against such directors by reason of any acts or omissions covered under the policy in
their respective capacities as directors, including certain liabilities under securities laws. The insurance applies in certain
circumstances where we may not indemnify directors and officers for their acts or omissions.
6.D. EMPLOYEES
The BBU General Partner does not have any employees. Our company has entered into a Master Services Agreement
with the Service Providers, pursuant to which each Service Provider and certain other affiliates of Brookfield provide, or arrange
for other Service Providers to provide, day-to-day management and administrative services for our company, the Holding LP and
the Holding Entities.
As at December 31, 2021, our consolidated operating companies had approximately 90,000 employees, including
approximately 15,000 employees in our infrastructure services segment, approximately 41,000 employees our business services
segment, and approximately 34,000 employees in our industrials segment. Our employees are primarily based in Canada (3%), the
United States (23%), Brazil (10%), the U.K. (5%), Europe (15%), Australia (21%), and India (3%). Our company believes that its
employees are critical to its success and its relationships with its employees and with any labor organizations that represent its
employees are good.
6.E. SHARE OWNERSHIP
Our directors and officers and their associates, as a group, beneficially own, directly or indirectly, or exercise control and
direction over, our units representing in the aggregate less than 1% of our issued and outstanding units on a fully exchanged basis.
The Unit Option Plan
Our company has adopted a Unit Option Plan to enable our company to grant options to eligible persons should it be
considered desirable to do so. The plan provides for the issuance of our units (or delivery of our units purchased in the open
market) on the exercise of an option with a value equal to the amount, if any, by which the fair market value of a unit on the date
of exercise exceeds the exercise price of the option.
The Unit Option Plan allows for the issuance of up to 5 million units, representing approximately 5% of the number of
units (on a fully exchanged basis) outstanding. When our units are issued to a participant upon the exercise of an option, the
number of units issued to the participant in respect of the in-the-money amount of the option will be deducted from the maximum
number of units issuable under the Unit Option Plan.
The maximum number of our units issuable to any one person under the Unit Option Plan is 5% of the outstanding units
(on a fully exchanged, non-diluted basis) less the aggregate number of our units reserved for issuance to such person under any
other security-based compensation arrangement of our company. The number of our units issuable to insiders, at any time, under
the Unit Option Plan and all other security-based compensation arrangements of our company cannot exceed 10% of the issued
and outstanding units (on a fully exchanged basis). The number of our units issued to insiders, within any one-year period, under
the Unit Option Plan and all other security-based compensation arrangements of our company cannot exceed 10% of the issued
and outstanding units (on a fully exchanged basis).
The exercise price of an option under the Unit Option Plan is established at the time such option is granted, which shall
be in U.S. dollars and shall not be less than the fair market value on the date of grant of such option (based on the closing price of
a unit on the NYSE on the last trading day preceding the date of grant), and shall, in all cases, be not less than such amount
required by applicable regulatory authorities from time to time. If the approval date for options to be granted falls within a
blackout period, the effective grant date for such options will be no earlier than six business days after the date on which the
blackout period ends, and the exercise price for such options shall not be less than the volume-weighted average price of a unit on
the NYSE for the five business days preceding the effective grant date.
Brookfield Business Partners
113
Our board of directors may determine vesting terms for options and may determine that an option shall be vested and
exercisable in installments. Unless otherwise specified in the option agreement or other agreement with the participant, options
become vested as to 20% on the first anniversary date after the grant and as to 20% on each subsequent anniversary date up to and
including the fifth anniversary date of the grant. Our board of directors may determine the maximum period following the grant
date during which a vested option may be exercised, subject to the provision that options shall not be exercisable later than
10 years after the date of grant, provided that, if an option would otherwise expire during a blackout period or within 10 days after
the end of the blackout period, to the extent permitted by applicable law, the term of such option shall automatically be extended
until 10 days after the end of the blackout period. To the extent permitted by law, our board of directors may, from time to time,
delegate to an administrative committee or the chair thereof all or any of the powers conferred on our directors under the Unit
Option Plan.
Eligible persons under the Unit Option Plan are: (i) officers or employees of our company or any affiliate of our
company whose location of employment is within the United States, without regard to that individual’s tax residence or
citizenship and for which our units constitute “service recipient stock” within the meaning of Section 409A of the U.S. Internal
Revenue Code; (ii) officers or employees of our company or any affiliate of our company whose location of employment is within
the U.K. or any jurisdiction other than the United States, Australia or Canada, without regard to that individual’s tax residence or
citizenship; and (iii) any other persons (other than non-employee directors) so designated by our board of directors, subject to
applicable laws and regulations. Options may not be assigned; however, the foregoing does not prohibit a holder from directing
payments under the Unit Option Plan to his or her legal representative.
All options immediately cease to be exercisable if the holder ceases to be an eligible person under the Unit Option Plan
for any reason, except termination without cause or due to a holder’s death, retirement or continuous leave of absence as a result
of disability or leave authorized by statute. If the holder’s employment is terminated without cause or due to a continuous leave of
absence as a result of disability or leave authorized by statute, the holder has 60 days after the holder’s termination date to
exercise vested options and options which have not vested by the termination date are cancelled on the termination date. If the
holder’s employment is terminated for cause, by resignation, or by a continuous leave of absence other than as a result of
disability or leave authorized by statute, all options whether vested or not vested by the termination date are cancelled on the
termination date. If the holder retires, vested options remain exercisable until the original expiry date and options which have not
vested by the termination date are cancelled on the termination date. If the holder dies, the holder’s legal representatives have six
months to exercise vested options.
Our board of directors may make the following types of amendments to the Unit Option Plan without seeking unitholder
approval: (i) amendments of a “housekeeping” or administrative nature, including any amendment for the purpose of curing any
ambiguity, error or omission in the Unit Option Plan or to correct or supplement any provision of the Unit Option Plan that is
inconsistent with any other provision of the Unit Option Plan; (ii) amendments necessary to comply with the provisions of
applicable law (including the rules, regulations and policies of the TSX and the NYSE); (iii) amendments necessary for awards to
qualify for favorable treatment under applicable tax laws; (iv) amendments to the vesting provisions of the Unit Option Plan or
any option; (v) amendments to the termination or early termination provisions of the Unit Option Plan or any option, whether or
not such option is held by an insider, provided any such amendment does not entail an extension beyond the original expiry date;
and (vi) amendments necessary to suspend or terminate the Unit Option Plan.
Unitholder approval is required for certain amendments to the Unit Option Plan, including: (i) any amendment to
increase the number of our units issuable under the Unit Option Plan, including an increase to a fixed maximum number of units
or a change from a fixed maximum number of units to a fixed maximum percentage; (ii) any amendment to the Unit Option Plan
that increases the length of the period after a blackout period during which options may be exercised; (iii) any amendment which
would result in the exercise price for any option granted under the Unit Option Plan being lower than the fair market value of our
units at the time the option is granted; (iv) any amendment which reduces the exercise price of an option, except in connection
with any change in our outstanding units by reason of any stock dividend or split, recapitalization, reorganization, amalgamation,
consolidation, merger or other corporate change; (v) any amendment expanding the categories of eligible person which may
permit the introduction or reintroduction of non-employee directors on a discretionary basis or any amendment to remove or
exceed the insider participation limit; (vi) any amendment extending the term of an option beyond its original expiry date, or a
date beyond the permitted automatic extension in the case of an option expiring during a blackout period; (vii) any amendment
which would permit Options to be transferable or assignable other than for normal estate settlement purposes; (viii) any
amendment to the amendment provisions; and (ix) amendments required to be approved by unitholders under applicable law
(including the rules, regulations and policies of the TSX and the NYSE).
114
Brookfield Business Partners
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. MAJOR SHAREHOLDERS
As at the date of this Form 20-F, there are 75,734,895 units of our company outstanding, or 218,448,485 units on a fully
exchanged basis. To our knowledge, as at the date of this Form 20-F, there is no person or company, other than Brookfield, who
beneficially owns or controls or directs, directly or indirectly, more than 5% of our units on a fully exchanged basis (based on
reports filed under Section 13(d) or Section 13(g) of the Exchange Act).
As at April 11, 2022, 13,244 of our outstanding units were held by holders of record in the United States, not including
units of our company held of record by DTC. As at April 11, 2022, DTC was the holder of record of 18,889,153 units.
As at April 11, 2022, 24,156,577 of our outstanding units were held by holders of record in Canada, not including units
of our company held of record by CDS. As at April 11, 2022, CDS was the holder of record of 32,961,168 units.
The following table presents information regarding the beneficial ownership of our units by each person or entity that
beneficially owns 5% or more of our units (based on reports filed under Section 13(d) or Section 13(g) of the Exchange Act).
Name and Address
Brookfield Asset Management Inc.
Suite 300, Brookfield Place, 181 Bay Street
Toronto, Ontario M5J 2T3
____________________________________
Units Outstanding
Units Owned
Percentage
141,734,632
64.9 % (1)(2)
(1)
(2)
Consists of 24,784,250 units in our company, 69,705,497 Redemption-Exchange Units in Brookfield Business L.P. and 47,244,877 BBUC
exchangeable shares. In addition, Brookfield owns 4 special LP units in Brookfield Business L.P and Brookfield has an indirect general partnership
interest in the BBU General Partner. See also the information contained in this Form 20-F under Item 10.B., “Memorandum and Articles of Association
- Description of our Units and our Limited Partnership Agreement”.
Percentages assumes the exchange of all of the outstanding Redemption-Exchange Units (all of which are indirectly held by Brookfield Asset
Management) and of all of the outstanding BBUC exchangeable shares for units. Assuming that only the Redemption-Exchange Units and BBUC
exchangeable shares indirectly held by Brookfield Asset Management are exchanged for LP units, the percentage would be approximately 73.6%.
Our major unitholders have the same voting rights as all other holders of our units.
7.B. RELATED PARTY TRANSACTIONS
Brookfield Asset Management
Brookfield Asset Management is a leading global alternative asset manager with approximately $690 billion of assets
under management. It has more than a 100-year history of owning and operating assets with a focus on real estate, renewable
power, infrastructure and private equity. Brookfield Asset Management offers a range of public and private investment products
and services, and is co-listed on the NYSE, and TSX under the symbols BAM and BAM.A, respectively.
Brookfield believes its operating experience is an essential differentiating factor in its past ability to generate significant
risk-adjusted returns. In addition, Brookfield has demonstrated particular expertise in sourcing and executing large-scale
multifaceted transactions across a wide spectrum of sectors and geographies.
As a leading global alternative asset manager, Brookfield brings a strong and proven corporate platform supporting legal,
tax, operations oversight, investor reporting, portfolio administration and other client services functions. Brookfield’s
management team is multi-disciplinary, comprising investment and operations professionals, each with significant expertise in
evaluating and executing acquisition opportunities on behalf of itself and institutional partners.
We are an affiliate of Brookfield and have a number of agreements and arrangements with Brookfield, as described
below.
While we believe that our ongoing relationship with Brookfield provides our group with a unique competitive advantage
as well as access to opportunities that would otherwise not be available to our group, we operate very differently from an
independent, stand-alone entity. We describe below this relationship as well as potential conflicts of interest (and the methods for
resolving them) and other material considerations arising from our relationship with Brookfield. We include only material related
party transactions in the notes to our consolidated financial statements.
Brookfield Business Partners
115
Our Master Services Agreement
The Service Recipients have entered into a Master Services Agreement pursuant to which the Service Providers have
agreed to provide or arrange for other Service Providers to provide management and administration services to our company and
the other Service Recipients. In connection with the completion of the special distribution, the Master Services Agreement was
amended to contemplate BBUC receiving management services comparable to the services currently provided to our company by
the Service Providers. BBUC is responsible for reimbursing our company for its proportionate share of the base management fee
paid for by our company pursuant to the Master Services Agreement.
The following is a summary of certain provisions of our Master Services Agreement. Because this description is only a
summary of our Master Services Agreement, it does not necessarily contain all of the information that you may find useful. We
therefore urge you to review our Master Services Agreement in its entirety. Our Master Services Agreement is filed as exhibit to
this Form 20-F and is also available on our SEDAR profile at www.sedar.com. See also Item 10.C., “Material Contracts”,
Item 10.H., “Documents on Display” and Item 19., “Exhibits”.
Appointment of the service providers and services rendered
Under our Master Services Agreement, the Service Recipients have appointed the Service Providers to provide or
arrange for the provision by an appropriate Service Provider of the following services:
•
•
•
•
providing overall strategic advice to the applicable Service Recipients including advising with respect to the expansion
of their business into new markets;
identifying, evaluating and recommending to the Service Recipients acquisitions or dispositions from time to time and,
where requested to do so, assisting in negotiating the terms of such acquisitions or dispositions;
recommending and, where requested to do so, assisting in the raising of funds whether by way of debt, equity or
otherwise, including the preparation, review or distribution of any prospectus or offering memorandum in respect thereof
and assisting with communications support in connection therewith;
recommending to the Service Recipients suitable candidates to serve on the boards of directors or their equivalent
governing bodies of the operating businesses;
• making recommendations with respect to the exercise of any voting rights to which the Service Recipients are entitled in
respect of the operating businesses;
• making recommendations with respect to the payment of dividends or other distributions by the Service Recipients,
including distributions by our company to our unitholders;
• monitoring and/or oversight of the applicable Service Recipient’s accountants, legal counsel and other accounting,
financial or legal advisors and technical, commercial, marketing and other independent experts, including making
recommendations with respect to, and supervising the making of all tax elections, determinations and designations, the
timely calculation and payment of taxes payable and the filing of all tax returns due, by each Service Recipient, and
overseeing the preparation of the Service Recipients’ annual consolidated financial statements and quarterly interim
financial statements;
• making recommendations in relation to and effecting, when requested to do so, the entry into insurance of each Service
Recipient’s assets, together with other insurances against other risks, including directors and officers insurance as the
relevant Service Provider and the relevant board of directors or its equivalent governing body may from time to
time agree;
•
•
arranging for individuals to carry out the functions of principal executive, accounting and financial officers for our
company only for purposes of applicable securities laws; and
providing individuals to act as senior officers of the Service Recipients as agreed from time to time, subject to the
approval of the relevant board of directors or its equivalent governing body.
Notwithstanding the foregoing, all investment advisory services (as defined in our Master Services Agreement) must be
provided solely to the Holding LP.
The Service Providers’ activities are subject to the supervision of the board of directors or equivalent governing body of
BBU General Partner and of each of the other Service Recipients, as applicable. The relevant governing body remains responsible
for all investment and divestment decisions made by the Service Recipient.
116
Brookfield Business Partners
Any Service Provider may, from time to time, appoint an affiliate of Brookfield to act as a new Service Provider under
our Master Services Agreement, effective upon the execution of a joinder agreement by the new Service Provider.
Management fee
Pursuant to our Master Services Agreement, we pay a quarterly base management fee to the Service Providers equal to
0.3125% (1.25% annually) of the total capitalization of our group. For purposes of calculating the base management fee, the total
capitalization of our group is equal to the quarterly volume-weighted average trading price of a unit on the principal stock
exchange for the units (based on trading volumes) multiplied by the number of units outstanding at the end of the quarter
(assuming full conversion of the Redemption-Exchange Units into units), plus the value of securities of the other Service
Recipients (including the BBUC exchangeable shares) that are not held by our group, plus all outstanding third-party debt with
recourse to a Service Recipient, less all cash held by such entities. BBUC will reimburse the Holding LP for its proportionate
share of such fee. BBUC’s proportionate share of the base management fee is calculated on the basis of the value of BBUC’s
business relative to that of the partnership. For any quarter in which the BBU General Partner determines that there is insufficient
available cash to pay the base management fee as well as the next regular distribution on our units, the Service Recipients may
elect to pay all or a portion of the base management fee in our units or Redemption-Exchange Units, subject to certain conditions.
The aggregate base management fee for the year ended December 31, 2021 was $92 million.
Brookfield has established and manages a number of private investment entities, managed accounts, joint ventures,
consortiums, partnerships and investment funds whose investment objectives include the acquisition of businesses similar to those
that we operate and Brookfield may in the future establish similar funds. Brookfield Asset Management has agreed that it will
offer our company the opportunity to take up Brookfield’s share of any acquisition through these consortium arrangements or by
one of these entities that involves the acquisition of business services and industrial operations that are suitable for us, subject to
certain limitations. To the extent that under any other arrangement involving Brookfield we are obligated to pay a base
management fee (directly or indirectly through an equivalent arrangement) to the Service Providers (or any affiliate) on a portion
of our capital that is comparable to the base management fee, the base management fee payable for each quarter in respect thereof
generally will be reduced on a dollar-for-dollar basis by our proportionate share of the comparable base management fee
(or equivalent amount) under such other arrangement for that quarter. The base management fee will not be reduced by the
amount of any incentive distribution payable by any Service Recipient or operating entity to the Service Providers (or any other
affiliate) (for which there is a separate credit mechanism under the Holding LP Limited Partnership Agreement), or any other fees
that are payable by any operating entity to Brookfield for financial advisory, operations and maintenance, development,
operations management and other services.
The only services that are currently contemplated to be provided by Brookfield that would not give rise to an offsetting
reduction in the base management fee described above are in connection with the provision of insurance and information
technology support where the Service Recipients and other members of the Brookfield group participate in group-wide centralized
programs, together with other Brookfield affiliates, in order to benefit from economies of scale. While not currently contemplated,
it is also possible that a Brookfield affiliate could be retained to provide operations or development services that are outside the
scope of the Master Services Agreement, such as services related to residential land development, in which case any such fees
would not result in offsetting reductions to the base management fee.
Pursuant to our Master Services Agreement, there may be instances in which an employee of Brookfield provides
services in addition to those contemplated by our Master Services Agreement to the BBU General Partner, our company or any of
our subsidiaries, or vice versa. In such cases, all or a portion of the compensation paid to an employee who provides services to
the other party may be allocated to such other party.
Reimbursement of expenses and certain taxes
The relevant Service Recipient will reimburse the Service Providers for all other out-of-pocket fees, costs and expenses
incurred in connection with the provision of the services including those of any third party. Such out-of-pocket fees, costs and
expenses are expected to include, among other things: (i) fees, costs and expenses relating to any debt or equity financing;
(ii) fees, costs and expenses incurred in connection with the general administration of any Service Recipient; (iii) taxes, licenses
and other statutory fees or penalties levied against or in respect of a Service Recipient; (iv) amounts owed by the Service
Providers under indemnification, contribution or similar arrangements; (v) fees, costs and expenses relating to our financial
reporting, regulatory filings and investor relations and the fees, costs and expenses of agents, advisors and other persons who
provide services to a Service Recipient; and (vi) any other fees, costs and expenses incurred by the Service Providers that are
reasonably necessary for the performance by the Service Providers of their duties and functions under our Master Services
Agreement. However, the Service Recipients are not required to reimburse the Service Providers for the salaries and other
remuneration of their management, personnel or support staff who carry out any services or functions for such Service Recipients
or overhead for such persons.
Brookfield Business Partners
117
In addition, the Service Recipients are required to pay all fees, costs and expenses incurred in connection with the
investigation, acquisition, holding or disposal of any asset or business that is made or that is proposed to be made by us. Such
additional fees, expenses and costs represent out-of-pocket costs associated with investment activities that will be undertaken
pursuant to our Master Services Agreement.
The Service Recipients are also required to pay or reimburse the Service Providers for all sales, use, value added, goods
and services, harmonized sales, withholding or other similar taxes or customs duties or other governmental charges levied or
imposed by reason of our Master Services Agreement, any service agreement or any agreement our Master Services Agreement
contemplates, other than income taxes, corporation taxes, capital taxes or other similar taxes payable by the Service Providers,
which are personal to the Service Providers.
Assignment
Our Master Services Agreement may not be assigned by the Service Providers without the prior written consent of our
company except that (i) any Service Provider may subcontract or arrange for the provision of services by another Service
Provider, provided that the Service Providers remain responsible for any services provided by such other Service Provider, and
(ii) any of the Service Providers may assign the agreement to an affiliate or to a person that is its successor by way of merger,
amalgamation, consolidation or acquisition of the business of the Service Provider.
Termination
Our Master Services Agreement continues in perpetuity until terminated in accordance with its terms. However, the
Service Recipients may terminate our Master Services Agreement upon written notice of termination from the BBU General
Partner to the Service Providers if any of the following occurs:
•
•
•
•
any of the Service Providers defaults in the performance or observance of any material term, condition or covenant
contained in the agreement in a manner that results in material harm to the Service Recipients and the default continues
unremedied for a period of 30 days after written notice of the breach is given to such Service Provider;
any of the Service Providers engages in any act of fraud, misappropriation of funds or embezzlement against any Service
Recipient that results in material harm to the Service Recipients;
any of the Service Providers is grossly negligent in the performance of its obligations under the agreement and such
gross negligence results in material harm to the Service Recipients; or
certain events relating to the bankruptcy or insolvency of each of the Service Providers.
The Service Recipients have no right to terminate for any other reason, including if any of the Service Providers or
Brookfield experiences a change of control. The BBU General Partner may only terminate our Master Services Agreement on
behalf of our company with the prior unanimous approval of our independent directors.
Our Master Services Agreement expressly provides that our Master Services Agreement may not be terminated by the
BBU General Partner due solely to the poor performance or the underperformance of any of our operations.
The Service Providers may terminate our Master Services Agreement upon written notice of termination to the Service
Recipients if any Service Recipient defaults in the performance or observance of any material term, condition or covenant
contained in the agreement in a manner that results in material harm to the Service Providers and the default continues
unremedied for a period of 30 days after written notice of the breach is given to the Service Recipient. The Service Providers may
also terminate our Master Services Agreement upon the occurrence of certain events relating to the bankruptcy or insolvency of
the Service Recipients.
If our Master Services Agreement is terminated, the Licensing Agreements, the Relationship Agreement and any of
Brookfield Asset Management’s obligations under the Relationship Agreement will also terminate.
118
Brookfield Business Partners
Indemnification and limitations on liability
Under our Master Services Agreement, the Service Providers have not assumed and do not assume any responsibility
other than to provide or arrange for the provision of the services called for thereunder in good faith and will not be responsible for
any action that the Service Recipients take in following or declining to follow the advice or recommendations of the Service
Providers. In addition, under our Master Services Agreement, the Service Providers and the related indemnified parties will not be
liable to the Service Recipients for any act or omission, except for conduct that involved bad faith, fraud, willful misconduct,
gross negligence or in the case of a criminal matter, conduct that the indemnified person knew was unlawful. The maximum
amount of the aggregate liability of the Service Providers or any of their affiliates, or of any director, officer, agent, subcontractor,
contractor, delegate, member, partner, shareholder, employee or other representative of the Service Providers or any of their
affiliates, will be equal to the amounts previously paid by the Service Recipients in respect of services pursuant to our Master
Services Agreement in the two most recent calendar years. The Service Recipients have agreed to indemnify the Service
Providers, their affiliates, directors, officers, agents, subcontractors, delegates, members, partners, shareholders and employees to
the fullest extent permitted by law from and against any claims, liabilities, losses, damages, costs or expenses (including legal
fees) incurred by an indemnified person or threatened in connection with any and all actions, suits, investigations, proceedings or
claims of any kind whatsoever, whether arising under statute or action of a governmental authority or in connection with our
respective businesses, investments and activities or in respect of or arising from our Master Services Agreement or the services
provided by the Service Providers, except to the extent that the claims, liabilities, losses, damages, costs or expenses are
determined to have resulted from the indemnified person’s bad faith, fraud or willful misconduct, gross negligence or in the case
of a criminal matter, action that the indemnified person knew to have been unlawful.
Outside activities
Our Master Services Agreement does not prohibit the Service Providers or their affiliates from engaging in other
business activities or sponsoring, or providing services to, third parties that compete directly or indirectly with the Service
Recipients.
Other services
Brookfield may provide services to our operating businesses which are outside the scope of our Master Services
Agreement under arrangements that are on market terms and conditions and pursuant to which Brookfield will receive fees. The
services that may be provided under these arrangements include financial advisory, operations and maintenance, development,
operating management and other services.
Relationship Agreement
Our company, the Holding LP, the Holding Entities, the Service Providers and Brookfield have entered into an
agreement, referred to as the Relationship Agreement, that governs aspects of the relationship among them. BBUC, being a
controlled subsidiary of our company, is automatically entitled to the benefits and subject to certain obligations under the
Relationship Agreement. Pursuant to the Relationship Agreement, Brookfield has agreed that we will serve as the flagship public
company for its business services and industrial operations and the primary entity through which Brookfield owns and operates
these businesses on a global basis.
Brookfield Business Partners
119
An integral part of our group’s strategy is to pursue acquisitions through consortium arrangements with institutional
partners, strategic partners or financial sponsors and to form partnerships to pursue acquisitions on a specialized or global basis.
Brookfield has also established and manages a number of private investment entities, managed accounts, joint ventures,
consortiums, partnerships and investment funds whose investment objectives include the acquisition of businesses similar to those
that our group operates and Brookfield may in the future establish similar funds. Nothing in the Relationship Agreement will limit
or restrict Brookfield from establishing or advising these or similar entities or limit or restrict any such entities from carrying out
any acquisition. Brookfield has agreed that it will offer our group the opportunity to take up Brookfield’s share of any acquisition
through these consortium arrangements or by one of these entities that involves the acquisition of business services and industrial
operations that are suitable for us, subject to certain limitations. Our group expects to invest in and/or alongside funds created,
managed and sponsored by Brookfield. To the extent that our group invests in or alongside funds created, managed or sponsored
by Brookfield, our group may pay a base management fee (directly or indirectly through an equivalent arrangement) on a portion
of our group’s capital that is comparable to the base management fee payable pursuant to our Master Services Agreement. In this
case, the base management fee payable for each quarter pursuant to the Master Services Agreement generally will be reduced on a
dollar-for-dollar basis by our group’s proportionate share of the comparable base management fee (or equivalent amount) under
such other arrangement for that quarter. The payment of base management fees under such other arrangements will not have any
impact on the incentive distribution amount that Brookfield may be entitled to receive from Holding LP. Brookfield may be
entitled to performance or incentive distributions in respect of funds created, managed or sponsored by Brookfield, and we may
invest in or alongside such funds. To the extent that any Holding Entity or any operating business pays to Brookfield any
comparable performance or incentive distribution, the amount of any future incentive distributions payable in respect of our
group’s Special LP Units will be reduced in an equitable manner to avoid duplication of distributions; however, any such
comparable performance or incentive distribution will not result in a reduction to the base management fee payable pursuant to
the Master Services Agreement.
Under the terms of the Relationship Agreement, our company, the Holding LP and the Holding Entities have
acknowledged and agreed that Brookfield carries on a diverse range of businesses worldwide, and that except as explicitly
provided in the Relationship Agreement, the Relationship Agreement does not in any way limit or restrict Brookfield from
carrying on its business.
Our group’s ability to grow depends in part on Brookfield identifying and presenting us with acquisition opportunities.
Brookfield’s commitment to our group and our group’s ability to take advantage of opportunities is subject to a number of
limitations such as our group’s financial capacity, the suitability of the acquisition in terms of the underlying asset characteristics
and its fit with our group’s strategy, limitations arising from the tax and regulatory regimes that govern our group’s affairs and
certain other restrictions. Under the terms of the Relationship Agreement, our company, the Holding LP and the Holding Entities
have acknowledged and agreed that, subject to providing our group the opportunity to participate on the basis described above,
Brookfield may pursue other business activities and provide services to third parties that compete directly or indirectly with us. In
addition, Brookfield has established or advised, and may continue to establish or advise, other entities that rely on the diligence,
skill and business contacts of Brookfield’s professionals and the information and acquisition opportunities they generate during
the normal course of their activities. Our company, the Holding LP and the Holding Entities have acknowledged and agreed that
some of these entities may have objectives that overlap with our group’s objectives or may acquire business services and
industrial operations that could be considered appropriate acquisitions for our group, and that Brookfield may have financial
incentives to assist those other entities over our group. If any of the Service Providers determines that an opportunity is not
suitable for our group, Brookfield may still pursue such opportunity on its own behalf. Our company, the Holding LP and the
Holding Entities have further acknowledged and agreed that nothing in the Relationship Agreement will limit or restrict:
(i) Brookfield’s ability to make any investment recommendation or take any other action in connection with its public securities
businesses; (ii) Brookfield from investing in any loans or debt securities or from taking any action in connection with any loan or
debt security notwithstanding that the underlying collateral comprises or includes business services and industrial operations
provided that the original purpose of the investment was not to acquire a controlling interest in such business services and
industrial operations; or (iii) Brookfield from acquiring or holding an investment of less than 5% of the outstanding shares of a
publicly traded company or from carrying out any other investment in a company or real estate portfolio where the underlying
assets do not principally constitute business services and industrial operations.
120
Brookfield Business Partners
Due to the foregoing, our group expects to compete from time to time with other affiliates of Brookfield or other third
parties for access to the benefits that we expect to realize from Brookfield’s involvement in our group’s business. This includes
not only the allocation of acquisition opportunities but also the allocation of capital investment (e.g., co-investment) within such
opportunities. Brookfield allocates co-investment opportunities on a case-by-case basis as they arise. Brookfield may, without
notice to us, determine to provide priority rights with respect to all or a select geographic, industry or other subset of future co-
investment opportunities generally to certain other affiliates of Brookfield Asset Management or other third parties pursuant to
contracts or informal arrangements with such persons. For example, under one of these arrangements Brookfield may offer an
initial priority allocation of each co-investment opportunity located outside of the United States and Canada to certain person(s),
without making the opportunity to co-invest in such transaction available to us. In such a scenario, we would be less likely to be
offered co-investment opportunities outside of the United States and Canada (or may be offered lesser amounts of such co-
investment opportunities) than we might otherwise have received in the absence of such arrangements. In sum, we do not have
any contractual or other right with respect to co-investment opportunities and should not expect that we will be offered any co-
investment opportunities except in the sole discretion of Brookfield.
In the event of the termination of our Master Services Agreement, the Relationship Agreement would also terminate,
including Brookfield’s commitments to provide our group with acquisition opportunities, as described above.
Under the Relationship Agreement, our company, the Holding LP and the Holding Entities have agreed that none of
Brookfield nor any affiliate, director, officer, employee, contractor, agent, advisor, member, partner, shareholder or other
representative of Brookfield, will be liable to our group for any claims, liabilities, losses, damages, costs or expenses (including
legal fees) arising in connection with the business and activities in respect of or arising from the Relationship Agreement, except
to the extent that the claims, liabilities, losses, damages, costs or expenses (including legal fees) are determined to have resulted
from the person’s bad faith, fraud, willful misconduct or gross negligence, or in the case of a criminal matter, action that the
person knew to have been unlawful. The maximum amount of the aggregate liability of Brookfield, or any of its affiliates, or of
any director, officer, employee, contractor, agent, advisor, member, partner, shareholder or other representative of Brookfield,
will be equal to the amounts previously paid in the two most recent calendar years by the Service Recipients pursuant to our
Master Services Agreement.
Preferred Shares of Certain Holding Entities
Brookfield has provided $5 million of working capital to CanHoldco and two of our other subsidiaries for a total of
$15 million, through a subscription for preferred shares of such entities. These preferred shares are entitled to receive a
cumulative preferential cash dividend equal to 5% of their redemption value as and when declared by the board of directors of the
applicable entity. The preferred shares are redeemable following the twentieth anniversary of the date of issue. The preferred
shares will be entitled to vote with the common shares of the applicable entity and will have an aggregate of 1% of the votes to be
cast in respect of the applicable entity.
Credit Facilities
Our partnership has bilateral credit facilities in the amount of $2,075 million backed by global banks. The credit facilities
are available in Euros, Sterling, Australian, U.S. and Canadian dollars. Advances under the credit facilities bear interest at the
specified LIBOR, EURIBOR, CDOR, BBSY or bankers’ acceptance rate plus 2.50%, or the specified base rate or prime rate plus
1.50%. The bilateral credit facilities require our partnership to maintain a minimum tangible net worth and deconsolidated debt to
capitalization ratio at the corporate level. The maturity date of the facilities is June 29, 2026.
On March 15, 2022, we entered into the fourth amended and restated credit agreement with Brookfield to borrow up to
$1 billion until April 27, 2023, and $500 million for the period from April 27, 2023 until the maturity date to help fund new
acquisitions and investments (the “revolving acquisition credit facility”). Given our strong liquidity, we have not made any
borrowings under this credit facility.
The revolving acquisition credit facility is available in U.S. or Canadian dollars, and advances are made by way of
LIBOR, base rate, bankers’ acceptance rate or prime rate loans. The credit facility bears interest at the specified LIBOR or
bankers’ acceptance rate base rate or prime rate plus an applicable margin that is subject to adjustment from time to time. The
revolving acquisition credit facility also requires our partnership to maintain a minimum deconsolidated net worth and contains
restrictions on the ability of the borrowers and the guarantors to, among other things, incur liens, engage in certain mergers and
consolidations or enter into speculative hedging arrangements. Net proceeds above a specified threshold that are received by the
borrowers from asset dispositions, debt incurrences or equity issuances by the borrowers or their subsidiaries must be used to pay
down the credit facility (which can then be redrawn to fund future investments). The revolving acquisition credit facility
automatically renews for consecutive one-year periods until June 26, 2026.
Brookfield Business Partners
121
A wholly-owned subsidiary of BBUC has agreed to fully and unconditionally guarantee the obligations of the
partnership under the partnerships $2,075 million bilateral credit facilities with global banks and its $1 billion revolving
acquisition credit facility with Brookfield.
On March 15, 2022 the partnership entered into two credit agreements with BBUC, one as borrower and one as lender,
each providing for a ten-year revolving $1 billion credit facility to facilitate the movement of cash within our group. One credit
facility permits BBUC to borrow up to $1 billion from the partnership and the other constitutes an operating credit facility that
permits the partnership to borrow up to $1 billion from BBUC. No amounts have been drawn under these credit facilities as of the
date of this Form 20-F.
The credit facilities will be available by way of U.S. advances that will bear interest based on the U.S. base rate or U.S.
dollar LIBOR (until LIBOR is replaced with the applicable term Secured Overnight Financing Rate that is published by the
Federal Reserve Bank of New York), or Canadian dollar advances that will bear interest based on the Canadian prime rate or
Canadian dollar bankers’ acceptance rate, in each case plus an applicable margin that is subject to adjustment from time to time.
In addition, each credit facility will contemplate 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 a reduced rate of interest.
Redemption-Exchange Mechanism
The holder of Redemption-Exchange Units of the Holding LP, namely Brookfield, has the right at any time to require the
Holding LP to redeem all or a portion of its Redemption-Exchange Units for cash in an amount equal to the market value of one
of our units multiplied by the number of units to be redeemed (subject to certain adjustments), subject to our right to acquire such
interests (in lieu of redemption) in exchange for our units. See Item 10.B., “Memorandum and Articles of Association -
Description of the Holding LP Limited Partnership Agreement - Redemption-Exchange Mechanism”. Taken together, the effect
of the redemption right and the right of exchange is that the holder of Redemption-Exchange Units will receive our units, or the
value of such units, at our election. Should we determine not to exercise our right of exchange, cash required to fund a redemption
of Redemption-Exchange Units will likely be financed by a public offering of our units.
Partnership Registration Rights Agreement
Our partnership has entered into a customary registration rights agreement with Brookfield (the “partnership registration
rights agreement”) pursuant to which we have agreed that, upon the request of Brookfield, we will file one or more registration
statements to register for sale under the U.S. Securities Act or one or more prospectuses to qualify the distribution in Canada of
any of our units held by Brookfield (including units acquired pursuant to the Redemption-Exchange Mechanism). Under the
partnership registration rights agreement, we will not be required to file a U.S. registration statement or a Canadian prospectus
unless Brookfield requests that units having a value of at least $50 million be registered or qualified. In the partnership
registration rights agreement, we have agreed to pay expenses in connection with such registration and sales, except for any
underwriting discounts, commissions, or fees attributable to the sale of the units, which will be borne by the selling unitholder,
and to indemnify Brookfield for, among other things, material misstatements or omissions in the registration statement and/or
prospectus.
BBUC Registration Rights Agreement
BBUC, the partnership and Brookfield entered into a registration rights agreement (the “BBUC registration rights
agreement”), comparable to the partnership registration rights agreement existing between Brookfield and the partnership. Under
the BBUC registration rights agreement, BBUC agrees that, upon the request of Brookfield, BBUC will file one or more
registration statements or prospectuses to register for sale and qualify for distribution under applicable securities laws any of the
BBUC exchangeable shares held by Brookfield. In the BBUC registration rights agreement, BBUC had agreed to pay expenses in
connection with such registration and sales and to indemnify Brookfield for material misstatements or omissions in the
registration statement.
122
Brookfield Business Partners
Incentive Distributions
Brookfield is an indirect holder of Redemption-Exchange Units and Special LP Units of Holding LP and holds an
approximate 52% interest in Holding LP through Managing General Partner Units held by our partnership. As a result of holding
Special LP Units, Brookfield is entitled to receive from Holding LP incentive distributions calculated as (a) 20% of the growth in
the market value of our units quarter-over-quarter (but only after the market value exceeds the “Incentive Distribution Threshold”,
which as of December 31, 2021 was $47.30, and adjusted at the beginning of each quarter to be equal to the greater of (i) our
unit’s market value for the previous quarter and (ii) the Incentive Distribution Threshold at the end of the previous quarter)
multiplied by (b) the number of units and other economically equivalent securities of the Service Recipients (which includes the
BBUC exchangeable shares) outstanding at the end of the quarter (and assuming full conversion of the Redemption-Exchange
Units into units). For the purposes of calculating incentive distributions, the market value of our units (and other economically
equivalent securities of the Service Recipients) is equal to the quarterly volume-weighted average price of our units on the
principal stock exchange for our units (based on trading volumes). The incentive distribution amount, if any, is calculated at the
end of each calendar quarter and paid concurrently with any other distributions by Holding LP in accordance with Holding LP
Limited Partnership Agreement. In the event that there is a decline in our units’ market value during any quarter, there will be no
repayment or clawback of any incentive distribution amounts previously received by Brookfield from Holding LP and no further
incentive distributions will be payable by Holding LP unless and until the previous “Incentive Distribution Threshold” is
exceeded. The Incentive Distribution Threshold will be adjusted in accordance with the Holding LP Limited Partnership
Agreement in the event of transactions with a dilutive effect on the value of the units, including any quarterly cash distribution
above the initial amount of $0.0625 per unit. For any quarter in which our group determines that there is insufficient cash to pay
the incentive distribution, our group may elect to pay all or a portion of this distribution in Redemption-Exchange Units or may
elect to defer all or a portion of the amount distributable for payment from available cash in future quarters. Our group believes
these arrangements will create an incentive for Brookfield to manage our group in a way that helps us achieve our group’s goal of
creating value for our unitholders and BBUC shareholders through capital appreciation while providing a modest distribution
yield. For a further explanation of incentive distributions, see Item 10.B., “Memorandum and Articles of Association -
Description of the Holding LP Limited Partnership Agreement - Distributions”. The aggregate incentive distribution for the year
ended December 31, 2021 was $157 million and the Incentive Distribution Threshold as at December 31, 2021 was $47.30 per
unit. In order to account for the dilutive effect of the special distribution which occurred on March 15, 2022, the incentive
distribution threshold has been reduced by one-third, commensurate with the distribution ratio of one (1) BBUC exchangeable
share for every two (2) units. Accordingly, the resulting new incentive distribution threshold is $31.53. There will be no increase
to the base management fee or incentive distribution currently paid by Holding LP to the Service Providers, other than as may
result from an increase in the trading price of the units or BBUC exchangeable shares after reflecting the dilutive effect of the
special distribution.
Brookfield may, at its sole discretion, elect to reinvest incentive distributions in exchange for Redemption-Exchange
Units or our units.
Brookfield may be entitled to performance or incentive distributions in respect of funds created, managed or sponsored
by Brookfield, and we may invest in or alongside such funds. To the extent that any Holding Entity or any operating business
pays to Brookfield any comparable performance or incentive distribution, the amount of any future incentive distributions payable
in respect of our Special LP Units will be reduced in an equitable manner to avoid duplication of distributions; however, any such
comparable performance or incentive distribution will not result in a reduction to the base management fee payable pursuant to
the Master Services Agreement.
General Partner Distributions
Pursuant to our Limited Partnership Agreement, the BBU General Partner is entitled to receive a general partner
distribution equal to its pro rata share of the total distributions of our company, initially 0.2%.
Indemnification Arrangements
Subject to certain limitations, Brookfield and its directors, officers, agents, subcontractors, contractors, delegates,
members, partners, shareholders and employees generally benefit from indemnification provisions and limitations on liability are
included in our Limited Partnership Agreement, the BBU General Partner’s bye-laws, BBUC’s articles, the Holding LP Limited
Partnership Agreement, our Master Services Agreement and other arrangements with Brookfield. See Item 7.B., “Related Party
Transactions - Our Master Services Agreement”, Item 10.B., “Memorandum and Articles of Association - Description of our
Units and our Limited Partnership Agreement - Indemnification; Limitations on Liability” and Item 10.B., “Memorandum and
Articles of Association - Description of the Holding LP Limited Partnership Agreement - Indemnification; Limitations
on Liability”.
Brookfield Business Partners
123
Licensing Agreement
Our company and the Holding LP have each entered into a licensing agreement with Brookfield pursuant to which
Brookfield has granted a non-exclusive, royalty-free license to use the name “Brookfield” and the Brookfield logo. BBUC is
automatically entitled to the benefits and certain obligations under the licensing agreement by virtue of the fact that BBUC is a
controlled subsidiary of the partnership. Other than under this limited license, we do not have a legal right to the “Brookfield”
name and the Brookfield logo. Brookfield may terminate the licensing agreement immediately upon termination of our Master
Services Agreement and it may be terminated in the circumstances described under Item 4.B., “Business Overview - Intellectual
Property”.
Brookfield Commitment Agreement
On February 4, 2022, Brookfield entered into the Brookfield commitment agreement with our partnership pursuant to
which Brookfield agreed to subscribe for up to $1 billion of 6% perpetual preferred equity securities of BBUC, our partnership, or
the group’s respective subsidiaries. Proceeds will be available for BBUC or our partnership to draw upon for future growth
opportunities as they arise. Brookfield will have the right to cause BBUC or our partnership to redeem the preferred securities at
par to the extent of any net proceeds received by BBUC or our partnership from the issuance of equity, incurrence of indebtedness
or sale of assets. Brookfield has the right to waive its redemption option. In addition, we intend to enter into a new $500 million
commitment from Brookfield Asset Management to subscribe for our 6% perpetual preferred equity securities.
Conflicts of Interest and Fiduciary Duties
As a global alternative asset manager with various business lines, significant assets under management and a long history
of owning and operating assets and businesses across various industries, sectors and geographies, Brookfield leverages its broad
reach, expertise and relationships in managing its clients’ (including our group’s clients) investment and asset management
activities. As such, our group’s organizational, ownership and management structure and strategy involve a number of aspects and
relationships that give rise to conflicts (and potential conflicts) of interest considerations between our group and our group’s
securityholders, on the one hand, and Brookfield and/or other Brookfield-sponsored vehicles, consortiums and/or partnerships
(including private funds, joint ventures and similar arrangements), clients’ (including our group’s) on the other hand. While
Brookfield (directly and/or indirectly) benefits from these aspects and relationship, Brookfield believes that they are in the best
interest of its clients (including our group).
The discussion below sets out certain of these conflicts of interest, but does not purport to be a complete list or
explanation of all potential conflicts of interest. While Brookfield acts in good faith to resolve all potential conflicts in a manner
that is fair and equitable taking into account the facts and circumstances known to it at the time, there can be no assurance that any
recommendation or determination made by Brookfield will be most beneficial or favorable to our group, or would not have been
different if additional information were available to it. Potential conflicts of interest generally will be resolved (i) in accordance
with (A) the principles summarized herein and as described in the relevant Brookfield Form ADV and (B) with a conflicts
management policy that has been approved by the BBU General Partner’s independent directors; or (ii) alternatively, in our sole
discretion, in a manner specifically approved by our independent directors. The conflicts management policy was put in place in
recognition of the benefit to our group of our relationship with Brookfield and our intent to seek to maximize the benefits from
this relationship. As it is not possible to predict all of the types of conflicts that may arise, the conflicts management policy
generally provides for potential conflicts to be resolved on the basis of transparency and, in certain circumstances, third-party
validation and approvals. The policy focuses on addressing the principal activities that are expected to give rise to potential or
actual conflicts of interest, including our group’s investment activities, our group’s participation in Brookfield Accounts,
transactions with Brookfield (and Brookfield Accounts), and engagements of Brookfield affiliates (or of our group by Brookfield
Accounts), including engagements for operational services entered into between underlying operating entities. Conflicts may not
be resolved in a manner that is favorable to us, the Brookfield Accounts in which we invest or our Unitholders.
124
Brookfield Business Partners
As described elsewhere herein, our group pursues acquisition opportunities in various ways, including indirectly through
investments in Brookfield Accounts or directly by investing alongside Brookfield Accounts or otherwise. Any references in this
Item 7.B., “Related Party Transactions - Conflicts of Interest and Fiduciary Duties” to our group’s acquisitions, investments,
assets, expenses, portfolio companies or other terms should be understood to mean such items held, incurred or undertaken
directly by our group or indirectly by our group through our investment in one or more Brookfield Accounts.
•
Allocation of investment opportunities. In recommending acquisition opportunities, Brookfield has significant
discretion to determine the suitability and/or appropriateness of opportunities for our group and to allocate such
opportunities among our group, Brookfield, Brookfield Accounts, and/or third parties as it deems appropriate in its sole
discretion. Brookfield and Brookfield Accounts have (and future Brookfield Accounts may in the future have)
investment mandates that overlap with our group’s investment mandate, including Brookfield Accounts that invest in
business services, industrial operations and related assets, and in which our group generally expects to be a significant
investor. In addition, Brookfield has provided, and will in the future provide (without notice to our unitholders), priority
rights with respect to certain investment opportunities, including all or a select geographic, industry or other subset of
opportunities, to certain Brookfield Accounts (but not to our group) or to other persons pursuant to contractual or other
arrangements. In particular, Brookfield Accounts with real estate, infrastructure, renewable power or technology focused
investment mandates generally have been (and will in the future be) given priority with respect to investment
opportunities that are suitable and appropriate for them, including other Brookfield Accounts that invest in business
assets and in which we generally expect to be a significant investor such as Brookfield Capital Partners V and our
Brookfield Special Investments program. In addition, Brookfield has provided, and will in the future provide (without
notice to our group’s securityholders), priority rights with respect to certain investment opportunities, including all or a
select geographic, industry or other subset of opportunities, to certain Brookfield Accounts (but not to our group) or to
other persons pursuant to contractual or other arrangements. As a result, in certain cases, Brookfield Accounts will
compete with, or have priority over, our group in respect of investment opportunities, and opportunities that would
otherwise be suitable for us will not be made available to our group, our group will receive a smaller allocation of such
opportunities than would otherwise have been the case, or we will receive an allocation of such opportunities on different
terms than Brookfield or Brookfield Accounts (which may be less favorable than otherwise would have been the case).
The question of whether a particular opportunity is suitable and/or appropriate for our group, and to the extent it is the
amount of such opportunity to be allocated to our group, is highly subjective and will be made in Brookfield’s sole
discretion in a manner that Brookfield believes is fair and equitable and based on various portfolio construction and
management factors, including among others: (i) the size, nature and type of the opportunity (including the expected risk-
return profile of the investment, expected holding period and its fit with the balance of our group’s investments and
related operations), (ii) the amount of capital available for investment, (iii) principles of diversification of assets
(including whether our group will participate in the opportunity through our group’s investment in Brookfield Accounts),
(iv) the nature and extent of involvement in the transaction and the sourcing of the transaction by the Brookfield
investment professionals that manage our group, (v) the nature of potential acquirers upon disposition, (vi) our group’s
expected future capacity, (vii) cash and liquidity needs (including our group’s interest in preserving capital in order to
secure other opportunities and/or to meet other obligations), (viii) the availability of other appropriate or similar
investment opportunities (including opportunities that our group may be pursuing or otherwise considering at the
relevant time) and (ix) other considerations deemed relevant by Brookfield (including legal, regulatory, tax, timing and
similar considerations). The factors considered by Brookfield in allocating investments among Brookfield Accounts with
overlapping investment mandates may change over time (including to consider new, additional factors) and different
factors could be emphasized or be considered less relevant with respect to different investments. In some cases, this will
result in certain transactions being shared among two or more Brookfield Accounts, while in other cases it will result in
one or more Brookfield Accounts being excluded from an investment entirely. As a result, there are likely to be
differences in the overall performance of our group, Brookfield and Brookfield Accounts that have overlapping
investment mandates.
Brookfield Business Partners
125
•
•
In allocating investment opportunities among our group, Brookfield and Brookfield Accounts (including Brookfield
Accounts that have investment mandates that overlap with that of our group), Brookfield will face certain potential
conflicts of interest between the interests of our group, its interests and the interests of Brookfield Accounts. These
potential conflicts will be exacerbated in situations where Brookfield has larger interests in Brookfield Accounts than its
interest in our group, where Brookfield is entitled to higher fees from Brookfield Accounts than from our group, where
portfolio managers making an allocation decision are entitled to performance-based compensation from Brookfield or a
Brookfield Account, or where there are capacity constraints with respect to a particular strategy or opportunity as a result
of, for example, position limits and/or regulatory reporting obligations applicable to Brookfield. In addition, as an
investment changes over time, additional conflicts of interest are expected to arise, including as a result of earlier
investment allocation decisions. Brookfield will make investment allocation decisions taking into account our group’s,
Brookfield’s and Brookfield Accounts’ investment mandates and interests.
Allocation of broken deal expenses. Our group will incur expenses with respect to the consideration and pursuit of
transactions that are not ultimately consummated, referred to as broken-deal expenses, including through our investments
in Brookfield Accounts. Examples of broken-deal expenses include (i) research costs, (ii) fees and expenses of legal,
financial, accounting, consulting or other advisors (including Brookfield) in connection with conducting due diligence or
otherwise pursuing a particular non-consummated transaction, (iii) fees and expenses in connection with arranging
financing for a particular non-consummated transaction, (iv) travel costs, (v) deposits or down payments that are
forfeited in connection with, or amounts paid as a penalty for, a particular non-consummated transaction and (vi) other
expenses incurred in connection with activities related to a particular non-consummated transaction. Broken-deal
expenses generally will be allocated among our group, Brookfield and Brookfield Accounts in the manner that
Brookfield determines to be fair and equitable, which may be pro rata or on a different basis.
Co-investment opportunities and expenses. Because of the scale of typical business services and industrial operations
acquisitions our group offers portions of certain acquisition opportunities for co-investment. In addition, because our
group’s strategy includes completing acquisitions through Brookfield Accounts, our group will likely make co-
investments with Brookfield and Brookfield Accounts. Decisions regarding whether and to which parties to offer co-
investment opportunities are made by Brookfield and are based on a number of factors, including portfolio construction,
strategic or other considerations, taking into account the specific facts and circumstances relating to each potential co-
investment opportunity. As a result, from time to time, our group expects to offer (or receive from Brookfield Accounts)
larger or smaller portions of co-investment opportunities than would otherwise have been the case or no portion of
certain opportunities. In addition, Brookfield may offer potential co-investment opportunities to potential co-investors
that are potentially of strategic benefit to the applicable investment opportunity, us and/or the relevant Brookfield
Account as a whole (“Strategic Co-Investor”). Co-investment opportunities may be offered to Strategic Co-Investors
irrespective of whether the available investment opportunity exceeds the amount that would otherwise be appropriate for
us or the relevant Brookfield Account, and therefore, participation of a Strategic Co-Investor will reduce the amount of
the investment opportunity available to us or the relevant Brookfield Account. Brookfield may determine, on behalf of
our company, that our company will not, or cannot, participate (either at all or up to its full proportionate amount) in a
co-investment opportunity. Brookfield may assign our right to participate in a co-investment opportunity to any other
individual or entity. In addition, Brookfield may determine to provide priority rights with respect to all or a select
geographic, industry or other subset of future co-investment opportunities of a particular Brookfield Account to certain
investors or other persons (but not to our company and other similarly situated investors) pursuant to contracts or other
arrangements with such investor or other persons. Brookfield may form and manage one or more investment vehicles or
accounts through which such investor or other persons would participate in co-investment opportunities. Inclusion in,
and the terms of, such a program will be determined by Brookfield in its discretion, which may include some or all of the
factors described above.
126
Brookfield Business Partners
In our group’s capacity as a co-investor, our group will typically bear its pro rata share of fees, costs and expenses related
to the discovery, investigation, development, acquisition or consummation, ownership, maintenance, monitoring,
hedging and disposition of our group’s co-investments and, in certain cases, our group may be required to pay our
group’s pro rata share of fees, costs and expenses related to potential investments that are not consummated, such as
broken deal expenses (including “reverse” breakup fees). Brookfield will endeavor to allocate such fees, costs and
expenses on a fair and equitable basis. Notwithstanding the foregoing, certain potential co-investors may not agree to pay
or otherwise bear fees, costs and expenses related to unconsummated co-investments. In addition, in certain
circumstances, potential co-investors may not bear such fees, costs and expenses, including because they have not yet
been identified (or their anticipated allocation has not yet been identified) as of the time such potential investment ceases
to be pursued, are not yet committed to such potential investment or are not contractually required to bear such fees,
costs and expenses. In those events, such fees, costs and expenses will (i) be considered our operating expenses and be
borne by our group (in connection with co-investment opportunities that our group offered) or (ii) be considered
operating expenses of, and be borne by, the Brookfield Account (in connection with co-investments offered by the
Brookfield Account), a pro rata portion of which will be borne by our group through our group’s investment in the
Brookfield Account.
• Other activities of our investment personnel. The same professionals within Brookfield’s organization who are
involved in sourcing and executing acquisitions that are suitable for our group are responsible for sourcing and executing
opportunities for Brookfield Accounts as well as having other responsibilities within Brookfield’s broader asset
management business. Limits on the availability of such individuals will likewise result in a limitation on the availability
of acquisition opportunities for our group, and such individuals’ broader responsibilities will potentially conflict with
their responsibilities to our group. These potential conflicts may be exacerbated in situations where Brookfield or its
employees are entitled to greater fees, incentive compensation or other remuneration in connection with their activities
for other Brookfield Accounts relative to their activities for our group or where there are differences in investments made
for us relative to investments made for other Brookfield Accounts (including the Related-Party Investor (as defined
below)).
•
•
Linked Transactions/Arrangements. Brookfield intends from time to time to contract with third parties for various
linked business transactions and/or arrangements (e.g., agreements to supply power to a third party while at the same
time agreeing to procure technology services from such third party) as a part of broader business or other similar
relationships with such third parties. Such transactions and/or arrangements (and related benefits) generally will be for
the benefit of Brookfield’s broader business platform and will be allocated in accordance with Brookfield’s allocation
guidelines in a fair and reasonable manner. In connection with these transactions and/or arrangements, Brookfield will
allocate certain transactions (e.g., power supply agreements) among various Brookfield Accounts, including our group
and Brookfield Accounts in which we are invested, and may in connection therewith commit our group and such
Brookfield Accounts to purchase and/or backstop certain services or products provided by such third parties. In addition,
Brookfield expects to receive discounts and other special economic benefits in respect of the services and/or products
provided by the third parties, which will be allocated among Brookfield and various Brookfield Accounts in a fair and
reasonable manner, including Brookfield and Brookfield Accounts that do not participate in providing goods and/or
services to the third parties.
Investments by Brookfield Personnel. Brookfield Personnel are permitted to buy and sell securities or other
investments for their own or their family members’ accounts (including through Brookfield Accounts), subject to the
limitations described below. Positions may be taken by such Brookfield Personnel that are the same, different from, or
made at different times than positions taken directly or indirectly for our group. To reduce the possibility of (i) potential
conflicts between our group’s investment activities and those of Brookfield Personnel, and (ii) our group being
materially adversely affected by Brookfield Personnel’s personal trading activities, Brookfield has established policies
and procedures relating to personal securities trading. To this end, Brookfield Personnel that participate in managing our
group’s investment activities are generally restricted from engaging in personal trading activities (unless such activities
are conducted through accounts over which the personnel have no influence or control), and other personnel generally
must pre-clear proposed personal trades. In addition, Brookfield’s policies include prohibitions on insider trading, front
running, trading in securities that are on Brookfield’s restricted trading list, trading in securities that are subject to a
black-out period and other restrictions.
Brookfield Business Partners
127
•
Investments by the Related-Party Investor. Certain executives and former executives of Brookfield own a substantial
majority of an investment vehicle (the “Related-Party Investor”) whose investment mandate is managed by Brookfield.
The Related-Party Investor’s investment mandate generally focuses on liquid securities and includes, among other
things, equity, debt and other investments in Brookfield and third-party companies, which are made directly and through
separate accounts managed by Brookfield, Oaktree and PSG. The Related-Party Investor’s investments include, among
other things, interests in companies that we and other Brookfield Accounts have invested in, are investing in, are invested
in and/or will in the future invest in, including in certain cases investments made alongside us and other Brookfield
Accounts. There is no formal informational barrier between the Related-Party Investor and the rest of Brookfield (with
the exception of Oaktree and PSG, which are walled off). Brookfield has adopted protocols designed to ensure that the
Related-Party Investor’s activities do not materially adversely affect our group’s (and Brookfield Accounts’) activities
and to ensure that potential conflicts are resolved in a manner pursuant to which our group’s (and Brookfield Accounts’)
interests are, to the extent feasible, prioritized relative to the Related-Party Investor’s interests, including among other
things in connection with the allocation of investment opportunities and the timing of execution of investments.
• Warehousing investments. From time to time, Brookfield will “warehouse” certain investments on our group’s behalf,
i.e., Brookfield will make an investment on our behalf and transfer it to our group at a later date at cost, plus a pre-agreed
interest rate, after our group has raised sufficient capital, including financing to support the acquisition. Similarly, from
time to time, our group will warehouse one or more investments for a Brookfield Account which our group is invested
(or expects to invest) and transfer the warehoused investments to the applicable Brookfield Account at cost, plus a pre-
agreed interest rate, once the Brookfield Account has raised sufficient capital, including financing, to support the
acquisition. In the event the applicable Brookfield Account does not obtain sufficient capital and/or financing to purchase
the warehoused investment and our group cannot find another buyer for the investment, our group would be forced to
retain the investment, the value of which may have increased or declined.
•
•
Transacting with Brookfield. When permitted by applicable law and subject to and in accordance with our group’s
conflicts policy, our group may buy investments from or sell investments to Brookfield and/or Brookfield Accounts.
Such transactions generally will require the approval of the BBU General Partner’s independent directors and, in
connection with transactions with a Brookfield Account, the advisory committee of the applicable Brookfield Account,
there can be no assurance that such transactions will be effected or that such transactions will be effected in the manner
that is most favorable to our group as a party to any such transaction.
Terms of an investment by our group may benefit or disadvantage Brookfield or a Brookfield account. In making
decisions with regard to certain potential investments by our group (or by a Brookfield Account in which we are
invested), Brookfield faces certain conflicts of interest between the interests of our group (or the Brookfield Account), on
the one hand, and the interests of Brookfield, the Related-Party Investor and/ or Brookfield Account(s) that have already
made related investments, on the other hand. Similarly, prospective investments by Brookfield or Brookfield Account(s)
present conflicts of interest with respect to investments held by our company. Subject to applicable law and our group’s
conflicts policy, Brookfield from time to time causes our group to invest in securities, bank loans or other obligations of
companies affiliated with or advised by Brookfield or in which Brookfield, the Related-Party Investor or a Brookfield
Account has an equity, debt or other interest, or to engage in investment transactions that result in Brookfield, the
Related-Party Investor or a Brookfield Account getting an economic benefit, being relieved of obligations or divested of
investments. For example, from time to time our group makes debt or equity investments in entities which are expected
to use the proceeds of such investment to repay loans from Brookfield or a Brookfield Account. Depending on the
circumstance, Brookfield or such Brookfield Account would benefit if our group invested more money, thus providing
sufficient funds to repay Brookfield or the Brookfield Account, or it would benefit if the loans remained outstanding and
Brookfield or such Brookfield Account continued to receive payment under the existing loans, if the loans were on
attractive terms (including an attractive interest rate) from the perspective of Brookfield or such Brookfield Account.
Alternatively, from time to time Brookfield and/or Brookfield Account(s) are in the position of making an investment
that could be used to repay loans from our group, which would present the opposite conflict. Similar conflicts arise in
other situations as well. For example, in certain circumstances, our group may pursue take-private, asset purchase or
other material transactions with an issuer in which Brookfield, the Related-Party Investor or a Brookfield Account is
invested, which results in a benefit to Brookfield, the Related-Party Investor or the Brookfield Account. In situations
where our activities enhance Brookfield’s, the Related-Party Investor’s or a Brookfield Account’s profitability,
Brookfield could take its own, the Related-Party Investor’s or the Brookfield Account’s interests into consideration in
connection with actions it takes on our group’s behalf.
128
Brookfield Business Partners
•
Investments with related parties. In certain circumstances, our group will participate in investments that involve
Brookfield or Brookfield Accounts in equity or debt positions within a transaction. For example, from time to time
Brookfield or Brookfield Accounts will: (i) enter into a joint transaction with our group; (ii) be borrowers of certain
investments or lenders in respect of our group; or (iii) invest in different levels of an issuer’s capital structure. As a result
of the various conflicts and related issues described herein, our group could sustain losses during periods in which
Brookfield or Brookfield Accounts achieve profits generally or with respect to particular investments, or could achieve
lower profits or higher losses than would have been the case had the conflicts described herein not existed.
Brookfield Accounts invest in a broad range of asset classes throughout the corporate capital structure, including debt
positions (either junior or senior to our group’s positions) and equity securities (either common or preferred). It is
possible that our group will hold an interest in one part of a company’s capital structure while Brookfield or a Brookfield
Account holds an interest in another. The interests of Brookfield or Brookfield Accounts in such investments could differ
from our group’s interests and could have been acquired at different times, at different prices and/or subject to different
terms and conditions. Brookfield and/or Brookfield Accounts may dispose of their interests at different times and on
different terms than our group.
In situations in which we invest alongside Brookfield or a Brookfield Account, conflicts of interest will potentially arise
with respect to the nature and timing of the initial investment and purchase price, the allocation of control rights and the
strategic objectives or timing of transactions, including in connection with the disposition of all or part of an investment.
These conflicts could result from various factors, including investments in different levels of the capital structure,
different investment objectives, different measurements of control, different risk profiles, different rights with respect to
disposition alternatives, different investment horizons and/or different targeted rates of return.
As a result of these differences, Brookfield or Brookfield Accounts expect to manage such interests in a way that is
different from our group’s (including, for example, by investing in different portions of an issuer’s capital structure,
investing in the same portion but on different terms, obtaining exposure to the investment using different types of
securities or instruments, voting securities in a different manner, and/or acquiring or disposing of its interests at different
times than our group). In connection with the foregoing, Brookfield or Brookfield Accounts could pursue or enforce
rights or activities, or refrain from pursuing or enforcing rights or activities, with respect to a particular investment in
which our group has invested, even though such actions or inaction could adversely affect our group. For example, if an
issuer in which our group has an investment and in which Brookfield or a Brookfield Account also has an investment,
but at a different portion of the capital structure, becomes distressed or defaults on its obligations, Brookfield will have
conflicting loyalties between its duties to our group and to itself or to the Brookfield Account. In such a situation
Brookfield, acting on behalf of itself or a Brookfield Account, could seek a liquidation, reorganization or restructuring of
the issuer that may have an adverse effect on our holdings in the same issuer, and our transactions may be effected at
prices or terms that would be less favorable than would otherwise have been the case (or vice versa). In addition, in the
event that Brookfield or Brookfield Accounts hold voting securities of an issuer in which our group holds loans, bonds,
or other credit-related securities, Brookfield or such Brookfield Accounts may have the right to vote on certain matters
that have an adverse effect on the positions held by our group. Furthermore, to the extent that Brookfield or a Brookfield
Account has holdings in the same issuer as our group, Brookfield has an incentive to take its interests or the interests of
such Brookfield Account into consideration in connection with actions it takes on behalf of our company, even though
taking such interests into account could adversely affect our group.
In addition, from time to time our group and Brookfield or a Brookfield Account may jointly acquire a portfolio of assets
and thereafter divide up the assets. In this circumstance, Brookfield will determine the purchase price associated with
each asset, which price may not represent the price our group would have paid if it had acquired only the assets our
group ultimately retains. Furthermore, from time to time our group and Brookfield or a Brookfield Account may jointly
enter into a binding agreement to acquire an investment. If Brookfield or such Brookfield Account is unable to
consummate such investment, our group may be subject to additional liabilities, including the potential loss of any
deposit or the obligation to fund the entire investment. In addition, from time to time our group provides for the
repayment of indebtedness and/or the satisfaction of guarantees on behalf of a Brookfield Account in connection with
investments made by such Brookfield Account alongside our group. Likewise, from time to time, Brookfield Account(s)
in which our group is invested may provide for the repayment of indebtedness and/or the satisfaction of guarantees on
behalf of co-investment vehicles in connection with investments made by such vehicles alongside the Brookfield
Account. In such circumstances, certain investors will benefit from such provision for repayment of indebtedness and/or
the satisfaction of guarantees even though those investors are not providing the same level of credit support as our group
(or the Brookfield Account, as applicable). In the event the Brookfield Account (or a co-invest vehicle) does not satisfy
its share of any payment in respect of any such borrowing, our group (or the Brookfield Account in which our group is
invested, as applicable) will be contractually obligated to satisfy their share even if our group (or the Brookfield
Account) does not have recourse against the investor(s) benefiting from such support.
Brookfield Business Partners
129
Subject to Brookfield policies, information barriers and applicable legal restrictions, other parts of Brookfield have and
expect (but are under no obligation) to refer investment opportunities to our group, including investments in issuers in
which Brookfield Accounts have existing investments. Referrals of such related investments give rise to potential
conflicts of interest, including that an investment by our group will in certain circumstances benefit such Brookfield
Accounts.
In situations in which our group invests alongside Brookfield or a Brookfield Account, conflicts of interest will
potentially arise with respect to the nature and timing of the initial investment and purchase price, the allocation of
control rights, strategic objectives, timing of transactions, such as the disposition of all or part of an investment, or
resolution of a liability in connection with an investment. These conflicts may result from various factors, including
investments in different levels of the capital structure, different measurements of control, different risk profiles, different
rights with respect to disposition alternatives, different investment horizons and different target rates of return.
As a result of the various conflicts and related issues described above, our group could sustain (direct or indirect) losses
during periods where Brookfield or other Brookfield Accounts achieve profits generally or with respect to particular
holdings, or could achieve lower profits or higher losses than would have been the case had the conflicts described above
not existed.
•
Excess funds liquidity arrangement with related parties. We have an arrangement in place with Brookfield Asset
Management pursuant to which we lend Brookfield Asset Management excess funds from time to time and it lends us
excess funds from time to time. This arrangement is intended to enhance the use of excess funds between us and
Brookfield Asset Management when the lender has excess funds and the borrower has a business need for the capital
(including, without limitation, to fund operating/investment activities and/or to pay down higher cost capital), providing
(i) to the lender, a higher rate of return on the funds than it otherwise would be able to achieve in the market and (ii) to
the borrower, a lower cost of funds than it otherwise would be able to obtain in the market.
Brookfield Asset Management, in its capacity as our investment manager, determines when it is appropriate for us to
lend excess funds to, or borrow excess funds from, Brookfield Asset Management. Brookfield Asset Management has
similar arrangements with other affiliates for whom it serves in one or more capacities, including (among others)
promoter, principal investor and investment manager. It is therefore possible that, from time to time and to the extent that
Brookfield Asset Management determines this to be in the best interests of the parties: (i) funds that are placed on
deposit with Brookfield Asset Management by the partnership will, in the discretion of Brookfield Asset Management on
a case-by-case basis, be lent on to other affiliates of Brookfield Asset Management and (ii) funds that are placed on
deposit with Brookfield Asset Management by other Brookfield Asset Management affiliates will, in the discretion of
Brookfield on a case-by-case basis, be lent on to the partnership. Because the interest rates charged are reflective of the
credit ratings of the applicable borrowers, any loans by Brookfield Asset Management to its affiliates, including the
partnership (as applicable), generally will be at higher interest rates than the rates then applicable to any balances
deposited with Brookfield Asset Management by the partnership or other Brookfield Asset Management affiliates (as
applicable). These differentials are approved according to protocols described below. Accordingly, Brookfield Asset
Management also benefits from these arrangements and will earn a profit as a result of the differential in lending rates.
Amounts we lend to or borrow from Brookfield Asset Management pursuant to this arrangement generally are repayable
at any time upon either side’s request, and Brookfield Asset Management generally ensures that the borrower has
sufficient available capital from another source in order meet potential repayment demands. As noted above, Brookfield
Asset Management determines the interest rate to be applied to borrowed and/or loaned amounts taking into account each
party’s credit rating and the interest rate that would otherwise be available to it in similar transactions on an arms’ length
basis with unrelated parties.
Conflicts of interest arising for Brookfield Asset Management under this arrangement have been approved by the
governance and nominating committee of the board of directors of the BBU General Partner in accordance with our
protocol for resolving potential conflicts of interest.
130
Brookfield Business Partners
•
•
•
Pursuit of investment opportunities by certain non-controlled affiliates. Certain companies affiliated with Brookfield
(i) are controlled, in whole or in part, by persons other than Brookfield, including, for example, joint ventures or similar
arrangements with third parties where Brookfield does not have complete control; (ii) are separated from Brookfield
pursuant to an information barrier; or (iii) do not coordinate or consult with Brookfield with respect to investment
decisions (together, “Non-Controlled Affiliates”). Such Non-Controlled Affiliates are likely to have investment mandates
which overlap with our group’s investment mandate and conflicts are likely to arise therefrom. For example, from time
to time such Non-Controlled Affiliates or investment vehicles managed by such Non-Controlled Affiliates will pursue
investment opportunities which are suitable for our group but which are not made available to our group or such
Brookfield Accounts since such Non-Controlled Affiliates do not consult with and/or are not controlled by Brookfield.
Similarly, certain of Brookfield’s investment activities are managed independently of, and carried out without any
reference to the management of our group. In certain instances, there are information barriers in place pursuant to which
investment operations are managed independently of each other and information is not generally shared relating to such
activities.
Arrangements with Brookfield. Our group’s relationship with Brookfield involves a number of arrangements pursuant
to which Brookfield provides various services, including access to financing arrangements and acquisition opportunities.
Certain of these arrangements were effectively determined by Brookfield in the context of the spin-off, and could contain
terms that are less favorable than those which otherwise might have been negotiated between unrelated parties.
Circumstances may arise in which these arrangements will need to be amended or new arrangements will need to be
entered into, and conflicts of interest between our group and Brookfield will arise in negotiating such new or amended
arrangements. Furthermore, Brookfield is generally entitled to share in the returns generated by our group’s operations,
which could create an incentive for it to assume greater risks when making decisions than it otherwise would in the
absence of such arrangements. In addition, our group’s investment in Brookfield Accounts provides Brookfield with
certain ancillary benefits, such as satisfying Brookfield’s commitment to invest in such accounts (which Brookfield
would otherwise need to satisfy from different sources) and assisting Brookfield in marketing the Brookfield Accounts.
Brookfield personnel arrangements. In the ordinary course, Brookfield employees are hired or retained by, or
seconded or otherwise allocated to (in whole or in part), our group and/or portfolio companies that our group is directly
or indirectly invested in for performance of operating services or roles that in the normal course are expected to be
carried out by our group (or the relevant portfolio company’s) personnel. In connection with any such arrangement, all or
a portion of the compensation and overhead expenses relating to such employees (including base salaries, benefits and
incentive compensation (which may include long term incentive awards of equity or options for equity in Brookfield),
among other things) will directly or indirectly be borne by our group or the applicable portfolio companies. The
compensation and overhead expenses relating to such employees generally will be within the market compensation range
for the roles filled in the relevant market based on one or more of the following (i) market compensation studies or
guidance provided by third parties, (ii) recent market hires made by the relevant portfolio company for comparable
positions, (iii) the employee’s peers at Brookfield and the portfolio company, and/or (iv) specific compensation reviews
conducted by compensation consultants. For these purposes, given how certain compensation arrangements are
structured and valued (particularly various forms of incentive compensation that vest over time and whose value upon
payment is based on estimates) and how overhead expenses are generally allocated, in each case requiring certain
judgments and assumptions, there can be no assurance that portfolio companies (and indirectly our company) will not
bear higher costs than they would have had such expenses been valued, allocated or charged differently.
Brookfield and its personnel will receive certain intangible and/or other benefits and/or perquisites arising or resulting
from their activities on behalf of our group and/or portfolio companies in which our group are (directly or indirectly)
invested which will not reduce fees or other expenses or otherwise be shared with our group and/or our portfolio
companies. For example, airline travel and hotel stays incurred as direct or indirect expenses of our company and/or
portfolio companies in which we are (directly or indirectly) invested typically may result in “miles” or “points” or credit
in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure
exclusively to Brookfield and/or such personnel (and not our group and/or our portfolio companies) even though the cost
of the underlying service is borne by directly or indirectly by our group and/or our portfolio companies. In addition,
Brookfield has in the past and expects to continue to make available certain discount programs to its employees as a
result of Brookfield’s relationship with a portfolio company, such as “friends and family” and similar discounts.
Brookfield Business Partners
131
•
•
•
Brookfield investments in companies. Brookfield (or Brookfield Accounts) will from time to time make equity or other
investments in companies or businesses that provide services to or otherwise contract with us, Brookfield Accounts in
which our group is invested or our group’s direct or indirect portfolio companies. In particular, Brookfield has in the past
entered into, and expects to continue to enter into, relationships with companies in technology and other sectors and
industries in which Brookfield has broad expertise and knowledge, whereby Brookfield acquires an equity or other
interest in such companies that may, in turn, transact with our group, Brookfield Accounts in which our group is invested
or our group’s direct or indirect portfolio companies. For example, Brookfield (through an investment program referred
to as Brookfield Growth) invests in emerging technology companies that develop and offer technology products that are
expected to be of relevance to our group, Brookfield Accounts in which our group is invested or our group’s direct or
indirect portfolio companies (as well as third-party companies). In connection with such relationships, Brookfield refers,
introduces or otherwise facilitates transactions between such companies and our group, Brookfield Accounts in which we
are invested or our group’s direct or indirect portfolio companies. In all cases, Brookfield seeks to ensure that the
transactions are in the best interests of our group, the Brookfield Accounts in which our group is invested and/or our
group’s direct or indirect portfolio companies, with terms to be determined in good faith as fair, reasonable and equitable
under the circumstances. However, these transactions also result in benefits to Brookfield, including via increased
profitability of the relevant company, as well as financial incentives and/or milestones which benefit Brookfield
(including through increased equity allotments), which are likely in some cases to be significant. Such financial
incentives that inure to or benefit Brookfield (or Brookfield Accounts) pose an incentive for Brookfield to cause our
group, Brookfield Accounts in which our group is invested or our group’s direct or indirect portfolio companies to enter
into such transactions that may not have otherwise been entered into. Financial incentives derived from relationships
with such companies will generally not be shared with our group. Furthermore, such transactions are likely to contribute
to the development of expertise, reputational benefits and/or the development of new products or services by Brookfield
and/or the companies or businesses that Brookfield is invested in, which Brookfield will seek to capitalize on to generate
additional benefits that are likely to inure solely to Brookfield (or Brookfield Accounts) and not to our group. For the
avoidance of doubt, any of the arrangements and/or benefits described in this paragraph will not require notice to, or the
consent of, our group’s securityholders. Brookfield may take its own interests into account in considering and making
determinations regarding these matters.
Sharing of services. In certain circumstances, in order to create efficiencies and optimize performance, one or more of
our group’s investments, portfolio companies or assets will determine to share the operational, legal, financial, back-
office or other resources of another of our group’s investments, portfolio companies or assets, or of an investment,
portfolio company or asset of Brookfield or a Brookfield Account. In connection therewith, the costs and expenses
related to such services will be allocated among the relevant entities on a basis that Brookfield determines in good faith
is fair and equitable (but which will be inherently subjective, and there can be no assurance that our group will not bear a
disproportionate amount of any costs, including Brookfield’s internal costs).
Related party transactions. Our group (including our group’s portfolio companies and portfolio companies of
Brookfield Accounts that our group is invested in) are and will be counterparties in agreements, transactions and other
arrangements with other Brookfield Accounts (including their portfolio companies) for the provision of goods and
services, purchase and sale of assets and other matters that would otherwise be transacted with independent third parties.
Some of these agreements, transactions and other arrangements would not have been entered into but for the affiliation or
relationship with Brookfield and, in certain cases, are expected to replace agreements, transactions and/or arrangements
with third parties. These agreements, transactions and other arrangements will involve payment of fees and other
amounts and/or other benefits to Brookfield Accounts and their portfolio companies (including, in certain cases,
performance-based compensation), none of which will result in any offset to management and other fees payable by our
group to Brookfield. Such agreements, transactions and other arrangements will generally be entered into without the
consent or direct involvement of the BBU General Partner’s independent directors or our group or our group’s
securityholders. These agreements, transactions or other arrangements are expected to be entered into in the ordinary
course. In certain cases, they will be entered into with active participation by Brookfield and in other cases by the
portfolio companies’ management teams independently of Brookfield. In all cases, Brookfield will seek to ensure that the
agreements, transactions or other arrangements are in the portfolio companies’ best interests, with terms to be determined
in good faith as fair, reasonable and equitable under the circumstances. However, there can be no assurance that the
terms of any such agreement, transaction or other arrangement will be executed on an arm’s length basis, be as favorable
to the applicable portfolio company as otherwise would be the case if the counterparty were not related to Brookfield, or
be the same as those that other Brookfield Accounts and their portfolio companies receive from the counterparty. In
some circumstances, our group and our group’s portfolio companies may receive better terms from the counterparty than
from an independent counterparty. In other cases, these terms may be worse.
132
Brookfield Business Partners
While these agreements, transactions and/or arrangements raise potential conflicts considerations, Brookfield believes
that our access to Brookfield Accounts and their portfolio companies enhances our group’s capabilities and is an integral
part of our group’s operations.
•
Information sharing. Because of the extensive scope of Brookfield’s activities, Brookfield often has or obtains
information that can be utilized by Brookfield across multiple strategies. For example, information Brookfield has or
acquires through its management of Brookfield Accounts and/or its own investing activities is used by Brookfield to
identify or evaluate potential investments for our group. Conversely, information Brookfield has or acquires in
connection with our activities is used for the benefit of Brookfield and/or Brookfield Accounts (and, for the avoidance of
doubt, Brookfield will have no duty (contractual, fiduciary or otherwise) to keep such information confidential from, or
not to use such information in connection with the investment activities of, itself and/or Brookfield Accounts).
Brookfield will trade, or may cause Brookfield Accounts to trade, on the basis of information it has or obtained through
our group’s investment and operations activities. In some cases, this trading will result in Brookfield or a Brookfield
Account taking a position that is different from, and potentially adverse to, a position taken by our group, or result in
Brookfield or a Brookfield Account benefiting from our group’s investment activities. Brookfield has implemented
policies and procedures to mitigate potential conflicts of interest and address certain regulatory requirements and
contractual restrictions with respect to communication and information sharing. Such policies and procedures generally
reduce synergies across Brookfield’s various activities, and negatively affect Brookfield’s or our group’s ability to
pursue attractive investment opportunities that would otherwise be available to Brookfield or our group if such policies
and procedures were not implemented. From time to time, such policies and procedures will result in our group,
Brookfield or Brookfield Accounts having reduced investment opportunities or investment flexibility, or otherwise
restrict us, Brookfield or Brookfield Accounts in their activities with respect to such information.
Regardless of the existence of information barriers, Brookfield will not have any obligation or other duty to make
available for our group’s benefit any information regarding Brookfield’s trading activities, strategies or views, or the
activities, strategies or views used for other Brookfield Accounts. Furthermore, to the extent that Brookfield has access
to analysis, models and/or information developed by Brookfield and its personnel, Brookfield will not be under any
obligation or other duty to effect transactions on behalf of our group in accordance with such analysis and models. In the
event Brookfield elects not to share certain information with our group, our group may make investment decisions that
differ from those it would have made if Brookfield had provided such information, which may be disadvantageous to our
group.
• Material non-public information; trading restrictions. From time to time, our group’s ability to buy or sell certain
securities will be restricted by applicable securities laws, regulatory requirements, information held by Brookfield,
contractual obligations applicable to Brookfield, and potential reputational risks relating to our group, Brookfield and/or
Brookfield Accounts (including Brookfield’s internal policies designed to comply with these and similar requirements).
As a result, from time to time Brookfield will not engage in transactions or other activities for, or enforce certain rights in
favor of, our group due to Brookfield’s activities outside our group, regulatory requirements, policies, and reputational
risk assessments.
Brookfield will possess material, non-public information about companies that would limit our group’s ability to buy and
sell securities related to those companies (or, potentially, to other companies). For example, Brookfield personnel take
seats on boards of directors of, or have board of directors observer rights with respect to, portfolio companies in which
Brookfield invests (including on our group’s behalf). In addition, Brookfield often obtains access to confidential
information relating to investment opportunities that it considers. As a result, Brookfield will be limited and/or restricted
in its ability to trade in the securities of the companies about which it has obtained material non-public information. This
will adversely affect our group’s ability to make and/or dispose of certain investments during certain times.
Brookfield Business Partners
133
Furthermore, Brookfield (including Brookfield businesses that are separated by information barriers), Brookfield
Accounts and our group are deemed to be affiliates for purposes of certain laws and regulations and it is anticipated that,
from time to time, our group, Brookfield and Brookfield Accounts will each have positions (which in some cases will be
significant) in one or more of the same issuers. As such, Brookfield needs to aggregate certain investment holdings,
including holdings of Brookfield, our company and Brookfield Accounts for certain securities laws purposes (including
trading restrictions under Rule 144 under the U.S. Securities Act, complying with reporting obligations under Section 13
of the Exchange Act and the reporting and short-swing profit disgorgement obligations under Section 16 of the Exchange
Act) and other regulatory purposes (including (i) public utility companies and public utility holding companies; (ii) bank
holding companies; (iii) owners of broadcast licenses, airlines, railroads, water carriers and trucking concerns; (iv)
casinos and gaming businesses; and (v) public service companies (such as those providing gas, electric or telephone
services)). Consequently, activities by Brookfield and Brookfield Accounts could result in earlier public disclosure of
investments by our group and/or Brookfield Accounts that we are invested in, restrictions on transactions by our
company and/or Brookfield Accounts that our group is invested in (including the ability to make or dispose of certain
investments at certain times), adverse effects on the prices of investments made by our group and/or Brookfield
Accounts that we are invested in, potential short-swing profit disgorgement, penalties and/or regulatory remedies, or
otherwise create conflicts of interests for our group and/or Brookfield Accounts that we are invested in.
Client and other relationships. Brookfield pursues other business activities and provides certain services (including, in
each case, through portfolio companies that it and Brookfield Accounts invest in) that compete directly with our group’s
business activities without providing our group with an opportunity to participate, which results in the allocation of
Brookfield’s resources, personnel and acquisition and business opportunities to others that compete with our group. In
addition, certain portfolio companies in which our group, Brookfield and/or Brookfield Accounts are invested in provide
investment banking and other advisory services to third parties with respect to assets in which we are invested or seeking
to invest. The interests of such portfolio companies in such circumstances generally will conflict with (and be adverse to)
our group’s interests, and our group generally will compete with such portfolio companies (and their third-party clients)
in pursuing certain investments. Brookfield generally implements policies and procedures (including, for example,
information barriers) to mitigate potential conflicts of interest and address certain regulatory requirements relating to
these potential circumstances.
Limited liability of Brookfield. The liability of Brookfield and its directors is limited under our group’s arrangements
with them, and our group has agreed to indemnify Brookfield and its directors against claims, liabilities, losses, damages,
costs or expenses which they may face in connection with those arrangements, which may lead them to assume greater
risks when making decisions than they otherwise would if such decisions were being made solely for Brookfield’s own
account, or may give rise to legal claims for indemnification that are adverse to the interests of group’s securityholders.
Valuation of our investments. Brookfield performs certain valuation services related to our group’s securities and
assets. Brookfield performs such services in accordance with its valuation policies. From time to time, Brookfield will
value a similar or identical asset differently for our company than for itself or a Brookfield Account, including because
our group, Brookfield and Brookfield Accounts are subject to different valuation guidelines pursuant to our group’s and
their respective governing agreements (e.g., in connection with differing applicable regulatory restrictions), different
third-party vendors are hired to perform valuation functions for our group, Brookfield or the Brookfield Accounts, or
otherwise. In addition, Brookfield faces a conflict with respect to valuations generally because of their effect on
Brookfield’s fees and other compensation.
•
•
•
134
Brookfield Business Partners
•
Brookfield public securities group. Brookfield is an active participant, as agent and principal, in the global fixed
income, currency, commodity, equities and other markets. Certain of Brookfield’s investment activities are managed
independently of, and carried out without any reference to, the management of our group. For example, Brookfield
invests, trades or makes a market in the equity, debt or other interests of certain of our group’s portfolio companies
without regard to the impact on our group of such activities. In particular, Brookfield’s Public Securities Group or
“PSG”, manages investment funds and accounts that invest in public debt and equity markets. There is currently an
information barrier in place pursuant to which PSG manages its investment operations independently of other parts of
Brookfield and does not generally share information relating to such activities. Consequently, neither we nor PSG
consults the other about, or has awareness of, investment decisions made by the other, and neither is subject to any
internal approvals over its investment decisions by any person who would have knowledge of the investment decisions of
the other. As a result, PSG will not share investment opportunities that may otherwise be suitable for our group with our
group, and our group will have no rights with respect to such opportunities. In addition, in certain circumstances, funds
and/or accounts managed by PSG will hold an interest in one of our group’s investments and, as a result of different
investment objectives and views, PSG is likely to manage such interests in a way that is different from our group
(including, for example, by investing in different portions of an issuer’s capital structure, short selling securities, voting
securities in a different manner, and/or selling its interests at different times than our group). As a result of the
information sharing barrier, our investment team may not be aware of, and may not have the ability to manage, such
conflicts. Brookfield has discretion at any time, and without notice to our group’s securityholders, to remove or modify
such information barrier. In the event that the information barrier is removed or modified, Brookfield would be subject to
certain protocols, obligations and restrictions in managing our group, including, for example, conflicts-management
protocols, aggregated regulatory reporting obligations and certain potential investment-related restrictions.
• Oaktree. Brookfield owns approximately 62% of the business of Oaktree. Oaktree is a global investment manager with
significant assets under management, emphasizing an opportunistic, value-oriented and risk-controlled approach to
investments in credit, private equity, real assets and listed equities. Brookfield and Oaktree operate their respective
investment businesses largely independently pursuant to an information barrier, with each remaining under its current
brand and led by its existing management and investment teams.
It is expected that our group and our group’s portfolio companies, as well as Brookfield, Brookfield Accounts that our
group is invested in and their portfolio companies, will engage in activities and have business relationships that give rise
to conflicts (and potential conflicts) of interest between them, on the one hand, and Oaktree, Oaktree-managed funds and
accounts (collectively, “Oaktree Accounts”) and their portfolio companies, on the other hand. For so long as Brookfield
and Oaktree manage their investment operations independently of each other pursuant to an information barrier, Oaktree,
Oaktree Accounts and their respective portfolio companies generally will not be treated as affiliates of our group, our
group’s portfolio companies, Brookfield, Brookfield Accounts and their portfolio companies, and conflicts (and potential
conflicts) considerations, including in connection with allocation of investment opportunities, investment and trading
activities, and agreements, transactions and other arrangements entered into with Oaktree, Oaktree Accounts and their
portfolio companies, generally will be managed as summarized herein.
There is (and in the future will continue to be) some degree of overlap in investment strategies and investments pursued
by our group (directly and indirectly) and Oaktree Accounts. Nevertheless, Brookfield does not expect to coordinate or
consult with Oaktree with respect to investment activities and/or decisions. This absence of coordination and
consultation, and the information barrier described above, will in some respects serve to mitigate conflicts of interests
between our group and Oaktree Accounts; however, these same factors also will give rise to certain conflicts and risks in
connection with our group’s and Oaktree’s investment activities, and make it more difficult to mitigate, ameliorate or
avoid such situations. For example, because Brookfield and Oaktree are not expected to coordinate or consult with each
other about investment activities and/or decisions, and neither Brookfield nor Oaktree is expected to be subject to any
internal approvals over its investment activities and decisions by any person who would have knowledge and/or
decision-making control of the investment decisions of the other, Oaktree Accounts will be entitled to pursue investment
opportunities that are suitable for our group and Brookfield Accounts that we are invested in, but which are not made
available to our group or those Brookfield Accounts. Our group and Brookfield Accounts that we are invested in, on the
one hand, and Oaktree Accounts, on the other hand, are also expected to compete, from time to time, for the same
investment opportunities. Such competition could, under certain circumstances, adversely impact the purchase price of
our group’s (direct and/or indirect) investments. Oaktree will have no obligation to, and generally will not, share
investment opportunities that may be suitable for our group and Brookfield Accounts that we are invested in with
Brookfield, and our group and Brookfield Accounts that our group is invested in will have no rights with respect to any
such opportunities.
Brookfield Business Partners
135
In addition, Oaktree will not be restricted from forming or establishing new Oaktree Accounts, such as additional funds
or successor funds. Moreover, Brookfield expects to provide Oaktree, from time to time, with (i) access to marketing-
related support, including, for example, strategy sessions, introductions to investor relationships and other marketing
facilitation activities, and (ii) strategic oversight and business development support, including general market expertise
and introductions to market participants such as portfolio companies, their management teams and other relationships.
Certain such Oaktree Accounts could compete with or otherwise conduct their affairs without regard as to whether or not
they adversely impact our group and/or Brookfield Accounts that our group is invested in. In addition, Oaktree Accounts
will be permitted to make investments of the type that are suitable for our company and Brookfield Accounts that we are
invested in without the consent of the clients or Brookfield. From time to time, our group and/or Brookfield Accounts
that our group is invested in, on the one hand, and Oaktree Accounts, on the other hand, are expected to purchase or sell
an investment from each other, as well as jointly pursue one or more investments. In addition, from time to time, Oaktree
Accounts are expected to hold an interest in an investment held by our group and/or Brookfield Accounts that our group
is invested in (or potential investment), and/or subsequently purchase (or sell) an interest in an investment held by our
group and/or Brookfield Accounts that our group is invested in (or potential investment). In such situations, Oaktree
Accounts could benefit from our group’s (direct or indirect) activities. Conversely, our company and/or Brookfield
Accounts that our group is invested in could be adversely impacted by Oaktree’s activities. In addition, as a result of
different investment objectives, views and/or interests in investments, it is expected that Oaktree will manage certain
Oaktree Accounts’ interests in a way that is different from the interests of our group and/or Brookfield Accounts that our
group is invested in (including, for example, by investing in different portions of an issuer’s capital structure, short
selling securities, voting securities or exercising rights it holds in a different manner, and/or selling its interests at
different times than our group and/or Brookfield Accounts that our group is invested in), which could adversely impact
our group’s (direct and/or indirect) interests. Oaktree and Oaktree Accounts are also expected to take positions, give
advice and provide recommendations that are different, and potentially contrary to those which are taken by, or given or
provided to, our group and/or Brookfield Accounts that our group is invested in, and are expected to hold interests that
potentially are adverse to those held by our company (directly or indirectly). Our group and/or Brookfield Accounts that
our group is invested in, on the one hand, and Oaktree Accounts, on the other hand, will in certain cases have divergent
interests, including the possibility that the interests of our group and/or Brookfield Accounts that our group is invested in
are subordinated to Oaktree Accounts’ interests or are otherwise adversely affected by Oaktree Accounts’ involvement in
and actions related to the investment. Oaktree will not have any obligation or other duty to make available for the benefit
of our group and/or Brookfield Accounts that our group is invested in any information regarding its activities, strategies
and/or views.
Oaktree may provide similar information, support and/or knowledge to Brookfield, and the conflicts (and potential
conflicts) of interest described above will apply equally in those circumstances.
The potential conflicts of interest described herein are expected to be magnified as a result of the lack of information
sharing and coordination between Brookfield and Oaktree. Investment teams managing the activities of our group and/or
Brookfield Accounts that our group is invested in are not expected to be aware of, and will not have the ability to
manage, such conflicts. This will be the case even if they are aware of Oaktree’s investment activities through public
information.
Brookfield and Oaktree may decide, at any time and without notice to our group or our group’s securityholders, to
remove or modify the information barrier between Brookfield and Oaktree. In the event that the information barrier is
removed or modified, it would be expected that Brookfield and Oaktree will adopt certain protocols designed to address
potential conflicts and other considerations relating to the management of their investment activities in a different or
modified framework.
Breaches (including inadvertent breaches) of the information barrier and related internal controls by Brookfield and/or
Oaktree could result in significant consequences to Brookfield (and Oaktree) as well as have a significant adverse impact
on our group and/or Brookfield Accounts that our group is invested in, including (among others) potential regulatory
investigations and claims for securities laws violations in connection with our direct and/or indirect investment activities.
These events could have adverse effects on Brookfield’s reputation, result in the imposition of regulatory or financial
sanctions, negatively impact Brookfield’s ability to provide investment management services to its clients, all of which
could result in negative financial impact to the investment activities of our group and/or Brookfield Accounts that our
group is invested in.
136
Brookfield Business Partners
To the extent that the information barrier is removed or otherwise ineffective and Brookfield has the ability to access
analysis, models and/or information developed by Oaktree and its personnel, Brookfield will not be under any obligation
or other duty to access such information or effect transactions for our group and/or Brookfield Accounts that we are
invested in in accordance with such analysis and models, and in fact may be restricted by securities laws from doing so.
Brookfield may make investment decisions that differ from those it would have made if it had pursued such information,
which may be disadvantageous to our group and/or Brookfield Accounts that our group is invested in.
As noted under “Related Party Transactions” above, our group (including our group’s portfolio companies and portfolio
companies of Brookfield Accounts that our group is invested in) are and will be counterparties in agreements,
transactions and other arrangements with other Brookfield Accounts (including their portfolio companies) for the
provision of goods and services, purchase and sale of assets and other matters that would otherwise be transacted with
independent third parties. Similarly, our group (including our group’s portfolio companies and portfolio companies of
Brookfield Accounts that our group is invested in) are and will be counterparties in arrangements with Oaktree, Oaktree
Accounts and/or their portfolio companies to the extent practicable pursuant to the information barrier. These
arrangements will give rise to the same potential conflicts considerations (and be resolved in the same manner) as set out
under “Related Party Transactions”.
These agreements, transactions or other arrangements are expected to be entered into in the ordinary course. In certain
cases, they will be entered into with active participation by Brookfield and in other cases by the portfolio companies’
management teams independently of Brookfield. In all cases, Brookfield will seek to ensure that the agreements,
transactions or other arrangements are in our group’s (direct and indirect) portfolio companies’ best interests, with terms
to be determined in good faith as fair, reasonable and equitable under the circumstances. However, there can be no
assurance that the terms of any such agreement, transaction or other arrangement will be executed on an arm’s length
basis, be as favorable to the applicable portfolio company as otherwise would be the case if the counterparty were not
related to Oaktree, or be the same as those that other Oaktree Accounts’ portfolio companies receive from the
counterparty. In some circumstances, our group’s (direct and indirect) portfolio companies may receive better terms from
an Oaktree Account portfolio company than from an independent counterparty. In other cases, these terms may be worse.
Brookfield may from time to time engage Oaktree, Oaktree Accounts and/or their portfolio companies to provide certain
services to our group, Brookfield Accounts that our group is invested in and their portfolio companies, including without
limitation non-investment management related services and other services that would otherwise be provided by third-
party service providers or Brookfield affiliates, as the case may be. Each such engagement will be in accordance with
disclosures set out herein or in the applicable Brookfield Account’s offering documents.
In addition, Oaktree may from time to time engage our group or our group’s (direct or indirect) portfolio companies to
provide services to Oaktree Accounts and/or their portfolio companies, and the conflicts (and potential conflicts) of
interest described above will apply equally for each such engagement.
•
Service providers. Our group’s service providers or service providers of our group’s portfolio companies (including
deal sourcers, consultants, lenders, brokers, accountants, attorneys and outside directors) may be (or their affiliates may
be) securityholders and/or sources of investment opportunities and counterparties therein, or may otherwise participate in
transactions or other arrangements with our group and/or Brookfield or Brookfield Accounts. Furthermore, employees of
Brookfield or Brookfield portfolio companies have and may in the future have family members or relatives employed by
service providers (particularly the large, global providers) to Brookfield, Brookfield Accounts, us, and portfolio
companies that our group is directly or indirectly invested in. These factors may influence Brookfield in deciding
whether to select such a service provider. Notwithstanding the foregoing, Brookfield will only select a service provider
to the extent Brookfield determines that doing so is appropriate for our group given all surrounding facts and
circumstances and is consistent with Brookfield’s responsibilities under applicable law, provided that, for the avoidance
of doubt, Brookfield often will not seek out the lowest-cost option when engaging such service providers as other factors
or considerations typically prevail over cost.
In addition, Brookfield, Brookfield Accounts and we will from time to time engage common service providers. In such
circumstances, there may be a conflict of interest between Brookfield and Brookfield Accounts, on the one hand, and our
group, on the other hand, in determining whether to engage such service providers. Further, our group’s service providers
may charge different rates to different recipients based on the specific services provided, the personnel providing the
services, or other factors. As a result, the rates paid with respect to these service providers by our group, on the one hand,
may be more or less favorable than the rates paid by Brookfield or Brookfield Accounts, on the other hand.
Brookfield Business Partners
137
•
•
Without limitation of the foregoing, conflicts arise with respect to Brookfield’s selection of financial institutions or other
third parties to provide services to us and its negotiation of fees payable to such parties. Brookfield has relationships with
many financial institutions and other third parties, which may introduce prospective investors, afford Brookfield the
opportunity to market its services to certain qualified investors at no additional cost, provide benchmarking analysis or
third-party verification of market rates, or provide other services (e.g., consulting services) at favorable or below market
rates. Such relationships create incentives for Brookfield to select a financial institution over another. For example, in
connection with the disposition of a portfolio company, several financial institutions with which Brookfield has pre-
existing business relationships may provide valuation services through a bidding process. Although Brookfield will
select the financial institution it believes is the most appropriate in the circumstances, the relationships between the
financial institution and Brookfield as described herein will have an influence on Brookfield in deciding whether to
select such a financial institution to underwrite the disposition, and may influence the financial institution in the terms
offered.
Advisors. Brookfield engages or retains strategic advisors, senior advisors, operating partners, executive advisors,
consultants and/or other professionals who are not employees or affiliates of Brookfield (including former Brookfield
employees as well as current and former executive officers of Brookfield portfolio companies) and who are expected,
from time to time, to receive payments from, or allocations or performance-based compensation with respect to, our
group’s portfolio companies (as well as from our group, Brookfield or Brookfield Accounts in which our group is
invested). In such circumstances, such payments from, or allocations or performance-based compensation with respect
to, our group’s direct and indirect portfolio companies and/or our group or Brookfield Accounts in which our group is
invested generally will be treated as expenses of our group or such Brookfield Accounts. These strategic advisors, senior
advisors, operating partners, executive advisors, consultants and/or other professionals (which may include certain
former Brookfield employees) in certain circumstances are offered the ability to co-invest alongside our group, including
in those investments in which they are involved (and for which they may be entitled to receive performance-based
compensation, which will reduce our group’s returns), or otherwise participate in equity plans for management of a
portfolio company. In certain cases, these persons are likely to have certain attributes of Brookfield “employees” (e.g.,
they have dedicated offices at Brookfield, participate in general meetings and events for Brookfield personnel, work on
Brookfield matters as their primary or sole business activity, have Brookfield-related email addresses and/or participate
in certain benefit arrangements typically reserved for Brookfield employees) even though they are not considered
Brookfield employees, affiliates or personnel. Where applicable, Brookfield allocates the costs of such personnel to the
applicable portfolio companies, to our group and/or to Brookfield Accounts in which we are invested. Payments or
allocations to Brookfield’s strategic advisors, senior advisors, operating partners, executive advisors, consultants and
other similar professionals can be expected to increase the overall costs and expenses borne indirectly by securityholders.
There can be no assurance that any of the strategic advisors, senior advisors, operating partners, executive advisors,
consultants and/or other professionals will continue to serve in such roles and/or continue their arrangements with
Brookfield and/or any portfolio companies or Brookfield Accounts.
Diverse interests. The various types of investors in and beneficiaries of our group, including Brookfield, have
conflicting investment, tax and other interests with respect to their interests. When considering a potential investment for
our group, Brookfield will generally consider our group’s investment objectives, not the investment objectives of any
particular investor or beneficiary. Certain of Brookfield’s decisions, including with respect to tax or other reporting
positions, will be more beneficial to one type of investor or beneficiary than another, or to Brookfield than to investors or
beneficiaries unaffiliated with Brookfield. Brookfield reserves the right on behalf of itself and its affiliates to take actions
adverse to our group or other Brookfield Accounts in these circumstances, including withholding amounts to pay actual
or potential tax liabilities.
Furthermore, our group and any entities with which our group co-invests generally will have conflicting investment, tax
and other interests with respect to the investments we make directly or indirectly. Conflicts of interest may arise in
connection with the structure of the investments or decisions made by Brookfield which may be more beneficial for
another investing entity and its partners, on the one hand, than for our group and our group’s securityholders, on the
other hand (or vice versa) (for instance, the manner in which investments are structured, financed and/or harvested may
produce tax results that are favorable to an investing entity targeted to non-U.S. investors, but not to our group (or vice
versa), or are favorable to a taxable investor, as compared to a tax-exempt investor (or vice versa)).
138
Brookfield Business Partners
•
•
Reputational considerations. Given the nature of its broader platform, Brookfield has an interest in preserving its
reputation, including with respect to certain of its affiliates’ statuses as publicly traded vehicles, and in certain
circumstances, such reputational considerations may conflict with our group’s interests. The BBU General Partner or
Brookfield have made (and will likely make) decisions on our group’s behalf for reputational reasons that may not be
directly aligned with the interests of our group’s securityholders or consistent with the determination the BBU General
Partner or Brookfield otherwise would have made absent its interest in Brookfield’s broader reputation. For example,
Brookfield has limited (and will in the future limit) transactions and activities on our group’s behalf for reputational or
other reasons, including where Brookfield is providing (or may provide) advice or services to an entity involved in such
activity or transaction, where a Brookfield Account is or may be engaged in the same or a related activity or transaction
to that being considered on our group’s behalf, where a Brookfield Account has an interest in an entity involved in such
activity or transaction, or where such activity or transaction on behalf of or in respect of our group could affect the BBU
General Partner, Brookfield, Brookfield Accounts or their activities.
Possible future activities. Brookfield expects to expand the range of services that it provides over time. Except as
provided herein, Brookfield will not be restricted in the scope of its business or in the performance of any services
(whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and
whether or not such conflicts are described herein. Brookfield has, and will continue to develop, relationships with a
significant number of companies, financial sponsors and their senior managers, including relationships with companies
that may hold or may have held investments similar to those intended to be made by our group. These companies may
themselves represent appropriate investment opportunities for our group or may compete with our group for investment
opportunities.
See Item 3.D., “Risk Factors - Risks Relating to Our Relationship with Brookfield - Our organizational and ownership
structure, as well as our contractual arrangements with Brookfield, may create significant conflicts of interest that may be
resolved in a manner that is not in the best interests of our company or the best interests of our unitholders”.
As noted above, activities and transactions that give rise to potential conflicts of interests between our group and our
group’s securityholders, on the one hand, and Brookfield and Brookfield Accounts, on the other hand, generally will be resolved
in accordance with the principles summarized herein and in accordance with a conflicts management policy that has been
approved by the BBU General Partner’s independent directors. The conflicts management policy was put in place in recognition
of the benefit to our group of our relationship with Brookfield and our group’s intent to seek to maximize the benefits from this
relationship, and generally provides for potential conflicts to be resolved on the basis transparency and, where applicable, third-
party validation and approvals. Addressing conflicts of interest is complex, and it is not possible to predict all of the types of
conflicts that may arise over time. Accordingly, the policy focuses on addressing the principal activities that give rise to potential
and/or actual conflicts of interests, including our group’s investment activities, our group’s participation in Brookfield Accounts,
transactions with Brookfield (and Brookfield Accounts), and engagements of Brookfield affiliates (or of us by Brookfield
Accounts), including engagements for operational services entered into between underlying operating entities. Our group’s
conflicts management policy may be amended from time to time at the discretion of the BBU General Partner. Prospective
investors are encouraged to seek the advice of independent legal counsel in evaluating the conflicts involved in an investment in
our group’s securities and our operations.
Pursuant to the conflicts management policy, certain conflicts of interest do not require the approval of the BBU General
Partner’s independent directors, provided they are addressed in accordance with pre-approved parameters. Brookfield is required
to seek the prior approval of the BBU General Partner’s independent directors for certain transactions, including, among others,
for the following matters / activities : (i) subject to certain exceptions, acquisitions by our group from, and dispositions by our
group to, Brookfield and Brookfield Accounts; (ii) acquisitions whereby our group and Brookfield are purchasing different assets
as part of a single transaction; (iii) investing in a Brookfield Account; (iv) the dissolution of our group; (v) any material
amendment to our Master Services Agreement, the Relationship Agreement, our limited partnership agreement, or the articles of
BBUC; (vi) any material service agreement or other arrangement pursuant to which Brookfield will be paid a fee, or other
consideration other than any agreement or arrangement contemplated by our Master Services Agreement; (vii) termination of, or
any determinations regarding indemnification under, our Master Services Agreement, our limited partnership agreement, or the
articles of BBUC; and (viii) any other material transaction involving our group and Brookfield. Pursuant to the conflicts
management policy, the BBU General Partner’s independent directors have granted, and may in the future grant, prior approvals
for certain type of transactions and/or activities provided they such transactions and/or activities that involve conflicts of interest,
including any of the transactions listed above, in the form of general guidelines, policies or procedures that must be followed in
connection with such transactions and/or matters, and in which case no further special approval will be required in connection
with a particular transaction or matter permitted thereby, provided such transactions or matters are conducted in accordance with
pre-approved guidelines, policies or parameters are conducted in accordance with pre-approved guidelines, policies or parameters.
Brookfield Business Partners
139
In addition, the conflicts management policy provides that acquisitions that are carried out jointly by our group and
Brookfield, or in the context of a Brookfield Account that our group participates in, be carried out on the basis that the
consideration paid by our group be no more, on a per share or proportionate basis, than the consideration paid by Brookfield or
other participants, as applicable. The policy also provides that any fees or carried interest payable in respect of our group’s
proportionate investment, or in respect of an acquisition made solely by our group, must be credited in the manner contemplated
by our Master Services Agreement, our limited partnership agreement or the articles of BBUC, where applicable, or that such fees
or carried interest must either have been negotiated with another arm’s length participant or otherwise demonstrated to be on
market terms (or better). The policy also provides that in transactions involving (i) an acquisition by our group of an asset from
Brookfield or (ii) the purchase by our group and Brookfield of different assets, a fairness opinion or a valuation or appraisal by a
qualified expert be obtained, confirming that the consideration paid by our group is fair from a financial point of view. These
requirements are in addition to any disclosure, approval, or valuation requirements that may arise under applicable law.
In certain circumstances, transactions and/or activities are likely to be related party transactions and/or activities for the
purposes of, and subject to certain requirements of, MI 61-101. MI 61-101 provides a number of circumstances in which a
transaction between an issuer and a related party may be subject to valuation and minority approval requirements. See “Canadian
Securities Law Exemptions” below for application of MI 61-101 to our company.
Our Limited Partnership Agreement and the Holding LP Limited Partnership Agreement, or together the Limited
Partnership Agreements, contain various provisions that modify the scope of the fiduciary duties that are owed to us and our
unitholders. These duties include the duties of care and loyalty. In the absence of provisions in the Limited Partnership
Agreements of our company and the Holding LP to the contrary, the duty of loyalty would generally prohibit the BBU General
Partner and the Holding LP General Partner from taking any action or engaging in any transaction as to which it has a conflict of
interest. The Limited Partnership Agreements of our company and the Holding LP each prohibit the limited partners from
advancing claims that otherwise might raise issues as to compliance with fiduciary duties or applicable law. For example, the
agreements provide that the BBU General Partner, the Holding LP General Partner and their affiliates do not have any obligation
under the Limited Partnership Agreements of our company or the Holding LP, or as a result of any duties stated or implied by law
or equity, including fiduciary duties, to present business or acquisition opportunities to our company, the Holding LP, any
Holding Entity or any other holding entity established by us. They also allow affiliates of the BBU General Partner to engage in
activities that may compete with us or our activities. In addition, the agreements permit the BBU General Partner to take into
account the interests of third parties, including Brookfield, when resolving conflicts of interest.
These provisions are detrimental to our unitholders because they limit the scope of the fiduciary duty and permit
conflicts of interest to be resolved in a manner that is not always in our best interests or the best interests of our unitholders. We
believe it is necessary to modify the scope of the fiduciary duties that are owed to us and our unitholders, as described above, due
to our organizational and ownership structure and the potential conflicts of interest created thereby. Without modifying those
duties, the ability of the BBU General Partner and the Holding LP General Partner to attract and retain experienced and capable
directors and to take actions that we believe are necessary for the carrying out of our business would be unduly limited due to
their concern about potential liability.
Canadian Securities Law Exemptions
Multilateral Instrument 61-101-Protection of Minority Securityholders in Special Transactions, or MI 61-101, provides a
number of circumstances in which a transaction between an issuer and a related party may be subject to valuation and minority
approval requirements. An exemption from such requirements is available when the fair market value of the transaction is not
more than 25% of the market capitalization of the issuer. Our company has been granted exemptive relief from the requirements
of MI 61-101 that, subject to certain conditions, permits it to be exempt from the minority approval and valuation requirements
for transactions that would have a value of less than 25% of our company’s market capitalization, if the indirect equity interest in
our company, which is held in the form of Redemption-Exchange Units and the outstanding BBUC exchangeable shares, are
included in the calculation of our company’s market capitalization. As a result, the 25% threshold, above which the minority
approval and valuation requirements apply, is increased to include the indirect interest in our company held in the form of
Redemption-Exchange Units and the BBUC exchangeable shares that may be outstanding from time to time. Our company has
also been granted relief from the requirements of MI 61-101 for any related party transactions of our company with BBUC or any
of BBUC’s subsidiaries, and BBUC has been granted relief from the requirements of MI 61-101 for any related party transactions
of BBUC with our company or any of its subsidiaries.
140
Brookfield Business Partners
Although our company is a reporting issuer in Canada, we are a “SEC foreign issuer” and exempt from certain Canadian
securities laws relating to continuous disclosure obligations and proxy solicitation if our company complies with certain reporting
requirements applicable in the United States, provided that the relevant documents filed with the SEC are filed in Canada and sent
to our company’s unitholders in Canada to the extent and in the manner and within the time required by applicable
U.S. requirements. Therefore, there may be less publicly available information in Canada about us than is regularly published by
or about other reporting issuers in Canada. Our company has undertaken to the provincial and territorial securities regulatory
authorities in Canada that to the extent that it complies with the disclosure regime applicable to “foreign private issuers” under
U.S. securities law:
•
•
•
•
•
•
our company will only rely on the exemption in Part 4 of National Instrument 71-102-Continuous Disclosure and Other
Exemptions Relating to Foreign Issuers;
our company will not rely on any exemption from the disclosure regime applicable to foreign private issuers under
U.S. securities laws;
our company will file its financial statements pursuant to Part 4 of NI 51-102-Continuous Disclosure Obligations, or
NI 51-102, except that our company does not have to comply with the conditions in section 4.2 of NI 51-102 if it files
such financial statements on or before the date that it is required to file its prospectus with the SEC;
our company will file an interim financial report as set out in Part 4 of NI 51-102 and the management’s discussion and
analysis as set out in Part 5 of NI 51-102 for each period commencing on the first day of the financial year and ending
nine, six or three months before the end of the financial year;
our company will file a material change report as set out in Part 7 of NI 51-102 in respect of any material change in the
affairs of our company that is not reported or filed by our company on SEC Form 6-K; and
our company will include in any prospectus filed by our company financial statements or other information about any
acquisition that would have been or would be a significant acquisition for the purposes of Part 8 of NI 51-102 that our
company has completed, or has progressed to a state where a reasonable person would believe that the likelihood of our
company completing the acquisition is high if the inclusion of the financial statements is necessary for the prospectus to
contain full, true and plain disclosure of all material facts relating to the securities being distributed. The requirement to
include financial statements or other information will be satisfied by including or incorporating by reference: (a) the
financial statements or other information as set out in Part 8 of NI 51-102, or (b) satisfactory alternative financial
statements or other information, unless at least nine months of the operations of the acquired business or related
businesses are incorporated into our company’s current annual financial statements included or incorporated by reference
in the prospectus.
Our company is not subject to Canadian insider reporting requirements due to its status as a “SEC Foreign Issuer” under
Canadian securities laws. However, our company is not intending to rely on the exemption that is available to it from the insider
reporting requirements of Canadian securities laws.
Voting Agreements
We and Brookfield have determined that it is advisable for us to have control over certain of the entities through which
we hold our operating businesses. Accordingly, we have entered into voting agreements to provide us, through the BBU General
Partner, with voting rights over the specified entities.
Pursuant to the voting agreements, voting rights with respect to any of the specified entities will be voted in accordance
with the direction of our company or one of the Holding Entities with respect to certain matters, typically including: (i) the
election of directors; (ii) any sale of all or substantially all of its assets; (iii) any merger, amalgamation, consolidation, business
combination or other material corporate transaction, except in connection with any internal reorganization that does not result in a
change of control; (iv) any plan or proposal for a complete or partial liquidation or dissolution, or any reorganization or any case,
proceeding or action seeking relief under any existing laws or future laws relating to bankruptcy or insolvency; (v) any
amendment to its governing documents; or (vi) any commitment or agreement to do any of the foregoing.
Deposit Agreement
We have in place a Deposit Agreement with Brookfield whereby it may place funds on deposit with Brookfield and
whereby Brookfield may place funds on deposit with the partnership. Any deposit balance is due on demand and bears interest at
LIBOR plus 1.50%. As at December 31, 2021, the amount of the deposit from Brookfield was $nil. For the year ended
December 31, 2021, we paid interest expense of $4 million on these deposits.
Brookfield Business Partners
141
Relationship with BBUC
Each BBUC exchangeable share is structured with the intention of providing an economic return equivalent to one unit
(subject to adjustment to reflect certain capital events). BBUC targets paying dividends per BBUC exchangeable share that are
identical to the distributions on each unit, and each BBUC exchangeable share is exchangeable at the option of the holder for one
unit (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the
election of our group). We hold a 75% voting interest in BBUC through our ownership of the class B shares, and own all of the
class C shares, which entitle us to all of the residual value in BBUC after payment in full of the amount due to holders of BBUC
exchangeable shares and class B shares and subject to the prior rights of holders of BBUC preferred shares.
BBUC acquired its business from us in connection with the special distribution. In addition, the following agreements
and arrangements exist between us and BBUC.
Credit Support
The partnership has bilateral credit facilities in the amount of $2,075 million backed by global banks. The credit facilities
are available in Euros, Sterling, Australian, U.S. and Canadian dollars. Advances under the credit facilities bear interest at the
specified LIBOR, EURIBOR, CDOR, BBSY or bankers’ acceptance rate plus 2.50%, or the specified base rate or prime rate plus
1.50%. The bilateral credit facilities require the partnership to maintain a minimum tangible net worth and deconsolidated debt to
capitalization ratio at the corporate level. The maturity date of the facilities is June 29, 2026.
In addition, the partnership has a revolving acquisition credit facility with Brookfield that permits borrowings of up to $1
billion until April 27, 2023, which amount was recently temporarily increased from $500 million in connection with the Scientific
Games Lottery acquisition. The permitted borrowing will revert to $500 million for the period from April 27, 2023 until the
maturity date. The revolving acquisition credit facility is available in U.S. or Canadian dollars, and advances are made by way of
LIBOR, base rate, bankers’ acceptance rate or prime rate loans. The credit facility bears interest at the specified LIBOR, or
bankers’ acceptance rate base rate or prime rate plus an applicable margin that is subject to adjustment from time to time. The
revolving acquisition credit facility also requires our partnership to maintain a minimum deconsolidated net worth and contains
restrictions on the ability of the borrowers and the guarantors to, among other things, incur liens, engage in certain mergers and
consolidations or enter into speculative hedging arrangements. Net proceeds above a specified threshold that are received by the
borrowers from asset dispositions, debt incurrences or equity issuances by the borrowers or their subsidiaries must be used to pay
down the credit facility (which can then be redrawn to fund future investments). The revolving acquisition credit facility
automatically renews for consecutive one-year periods until June 26, 2026.
A wholly-owned subsidiary of BBUC has agreed to fully and unconditionally guarantee the obligations of our
partnership under the $2,075 million bilateral credit facilities with global banks and our partnership’s $1 billion revolving
acquisition credit facility with Brookfield.
Subscription Agreement
BBUC will enter into subscription agreements with our partnership from time to time, pursuant to which BBUC will
subscribe for such number of units necessary to satisfy its obligations in respect of requests for exchange made by BBUC
exchangeable shareholders, as and when they arise, or a redemption of BBUC exchangeable shares by BBUC, in each case at a
price per unit equal to the NYSE closing price of one unit on the date that the applicable request for exchange is received by our
transfer agent, or the NYSE closing price of one unit on the trading day immediately preceding the announcement of a
redemption, as the case may be.
Credit Facilities
BBUC is party to two credit agreements with our partnership, one as borrower and one as lender, each providing for a
ten-year revolving $1 billion credit facility to facilitate the movement of cash within our group. One credit facility permits BBUC
to borrow up to $1 billion from our partnership and the other constitutes an operating credit facility that permits our partnership to
borrow up to $1 billion from BBUC. As of the date of this 20-F, no amounts are currently drawn under these credit facilities.
The credit facilities are available by way of U.S. advances that bear interest based on the U.S. base rate or U.S. dollar
LIBOR (until LIBOR is replaced with the applicable term Secured Overnight Financing Rate that is published by the Federal
Reserve Bank of New York), or Canadian dollar advances that bear interest based on the Canadian prime rate or Canadian dollar
bankers’ acceptance rate, in each case plus an applicable margin that is subject to adjustment from time to time. In addition, each
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 a reduced rate of interest.
142
Brookfield Business Partners
Equity Commitment
Our partnership has provided BBUC with an equity commitment in the amount of $2 billion. The equity commitment
may be called by BBUC in exchange for the issuance of a number of class C shares or BBUC preferred shares, as the case may
be, to our partnership, corresponding to the amount of the equity commitment called divided (i) in the case of a subscription for
class C shares, by the volume-weighted average of the trading price for one BBUC exchangeable share on the principal stock
exchange on which the BBUC exchangeable shares are listed for the five (5) days immediately preceding the date of the call, and
(ii) in the case of a subscription for preferred shares, $25.00. The equity commitment will be available in minimum amounts of
$10 million and the amount available under the equity commitment will be reduced permanently by the amount so called. Before
funds may be called on the equity commitment, a number of conditions precedent must be met, including that our partnership
continues to control BBUC and has the ability to elect a majority of BBUC’s board of directors.
Voting Agreements
Our group has determined that it is desirable for BBUC to have control over certain of the entities through which it holds
its interest in Healthscope, Westinghouse and BRK Ambiental, referred to as the “BBUC Voting Agreements”.
Each of the BBUC Voting Agreements provides a subsidiary of BBUC with the right to appoint or replace the general
partner, managing member or board of directors, as applicable, of the entities through which BBUC holds its interest in
Healthscope, Westinghouse and BRK Ambiental. In addition, certain of the BBUC Voting Agreements require that voting rights
with respect to certain matters at these entities be voted in accordance with the direction of BBUC.
Conflicts of Interest
In order to effect the special distribution, BBUC acquired its business from our partnership. In addition, as described
above, a number of agreements and arrangements were entered into between BBUC and our partnership to create BBUC, while
keeping it as a part of our group. Given BBUC’s ownership structure, the rationale for its formation and because each BBUC
exchangeable share is structured with the intention of providing an economic return equivalent to one unit, we expect that the
interests of BBUC and our partnership will typically be aligned.
However, conflicts of interest might arise between BBUC and our partnership. In order to assist BBUC in addressing
such conflicts, BBUC’s board of directors includes two non-overlapping directors. David Court and Michael Warren currently
serve as the non-overlapping members of BBUC’s board of directors. Mr. Court served on the board of directors of the general
partner of the partnership since February 2018 and resigned from such board in March 2022. If in the 12 months following the
special distribution, BBUC considers a related party transaction in which our partnership is an interested party within the meaning
of MI 61-101, Mr. Court will not be considered an independent director under MI 61-101 for purposes of serving on a special
committee to consider such transaction. As with conflicts between BBUC and Brookfield, potential conflicts will be approached
in a manner that (i) is fair and balanced taking into account the facts and circumstances known at the time, (ii) complies with
applicable law, including, for example, independent approvals and advice or validation, if required in the circumstances and (iii)
supports and reinforces BBUC’s ownership structure, the rationale for its formation and the economic equivalence between the
BBUC exchangeable shares and units. Our group will not generally consider it a conflict for BBUC and our partnership to form
part of our group, including participating in acquisitions together, or to complete transactions contemplated by the agreements
entered into prior to closing.
BBUC and our partnership have been granted exemptive relief from the requirements of MI 61-101 that, subject to
certain conditions, permits us to be exempt from the minority approval and valuation requirements for transactions in the context
of (i) related party transactions (as defined in MI 61-101) of our partnership with BBUC or its subsidiary entities (as defined in
MI 61-101) and (ii) related party transactions of BBUC with our partnership or our subsidiary entities.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
To our knowledge, no current or former director, officer of employee of our company, nor any associate or affiliate of
any of them is or was indebted to our company at any time.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Except as disclosed in this Form 20-F, no director or officer of the BBU General Partner or the Service Providers or
other insider of our company, nor any associate or affiliate of the foregoing persons, has any existing or potential material conflict
of interest with our company, the Holding LP or any of its subsidiaries or interest in any material transaction involving our
company, the Holding LP or any of its subsidiaries.
Brookfield Business Partners
143
7.C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8. FINANCIAL INFORMATION
8.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See Item 18., “Financial Statements”.
8.B. SIGNIFICANT CHANGES
Not applicable.
ITEM 9. THE OFFER AND LISTING
9.A. OFFER AND LISTING DETAILS
Our units are listed on the NYSE and the TSX under the symbols “BBU” and “BBU.UN”, respectively.
9.B. PLAN OF DISTRIBUTION
Not applicable.
9.C. MARKETS
See Item 9.A., “Offer and Listing Details”.
9.D. SELLING SHAREHOLDERS
Not applicable.
9.E. DILUTION
Not applicable.
9.F. EXPENSES OF THE ISSUE
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
10.A. SHARE CAPITAL
Not applicable.
10.B. MEMORANDUM AND ARTICLES OF ASSOCIATION
DESCRIPTION OF OUR UNITS AND OUR LIMITED PARTNERSHIP AGREEMENT
The following is a description of the material terms of our units and our Limited Partnership Agreement. Because this
description is only a summary of the terms of our units and our Limited Partnership Agreement, it does not contain all of the
information that you may find useful. For more complete information, you should read our Limited Partnership Agreement. The
Limited Partnership Agreement is filed as exhibit to this Form 20-F and is also available on our SEDAR profile at
www.sedar.com. See also Item 10.C., “Material Contracts”, Item 10.H., “Documents on Display” and Item 19., “Exhibits”.
Formation and Duration
Our company is a Bermuda exempted limited partnership registered under the Bermuda Limited Partnership Act 1883
and the Bermuda Exempted Partnerships Act 1992. Our company has a perpetual existence and will continue as an exempted
limited partnership unless terminated or dissolved in accordance with our Limited Partnership Agreement. The partnership
interests consist of our units, which represent limited partnership interests in our company, and any additional partnership interests
representing limited partnership interests that we may issue in the future as described below under “Issuance of Additional
Partnership Interests”.
144
Brookfield Business Partners
Management
As required by law, our Limited Partnership Agreement provides for the management and control of our company by a
general partner, the BBU General Partner.
Nature and Purpose
Under our Limited Partnership Agreement, the purpose of our company is to: acquire and hold interests in the
Holding LP and, subject to the approval of the BBU General Partner, interests in any other entity; engage in any activity related to
the capitalization and financing of our company’s interests in such entities; serve as the managing general partner of the
Holding LP and execute and deliver, and perform the functions of a managing general partner of the Holding LP specified in, the
Holding LP Limited Partnership Agreement; and engage in any activity that is incidental to or in furtherance of the foregoing and
that is approved by the BBU General Partner and that lawfully may be conducted by a limited partnership organized under the
Bermuda Limited Partnership Act 1883, the Bermuda Exempted Partnerships Act 1992 and our Limited Partnership Agreement.
Our Units
Our units are non-voting limited partnership interests in our company. A holder of our units does not hold a share of a
body corporate. As holders of units of our company, holders do not have statutory rights normally associated with ownership of
shares of a corporation including, for example, the right to bring “oppression” or “derivative” actions. The rights of holders of our
units are based on our Limited Partnership Agreement, amendments to which may be proposed only by or with the consent of the
BBU General Partner as described below under “Amendment of Our Limited Partnership Agreement”.
Our units represent a fractional limited partnership interest in our company and do not represent a direct investment in
our assets and should not be viewed by investors as direct securities of our assets. Holders of our units are not entitled to the
withdrawal or return of capital contributions in respect of our units, except to the extent, if any, that distributions are made to such
holders pursuant to our Limited Partnership Agreement or upon the liquidation of our company as described below under “-
Liquidation and Distribution of Proceeds” or as otherwise required by applicable law. Except to the extent expressly provided in
our Limited Partnership Agreement, a holder of our units does not have priority over any other holder of our units, either as to the
return of capital contributions or as to profits, losses or distributions. Our units have no par or other stated value.
Holders of our units do not have the ability to call meetings of unitholders, and holders of our units are not entitled to
vote on matters relating to our company except as described below under “No Management or Control; No Voting”. Any action
that may be taken at a meeting of unitholders may be taken without a meeting if written consent is solicited by or on behalf of the
BBU General Partner and it receives approval of not less than the minimum percentage of support necessary to authorize or take
such action at a meeting as described below under “Meetings”.
Redemption-Exchange Units
The Redemption-Exchange Units are exchangeable into our units in accordance with the Redemption-Exchange
Mechanism. For a further explanation of the Redemption-Exchange Mechanism, see Item 10.B., “Memorandum and Articles of
Association - Description of the Holding LP Limited Partnership Agreement - Redemption-Exchange Mechanism”.
Issuance of Additional Partnership Interests
The BBU General Partner has broad rights to cause our company to issue additional partnership interests and may cause
us to issue additional partnership interests (including new classes of partnership interests and options, rights, warrants and
appreciation rights relating to such interests) for any partnership purpose, at any time and on such terms and conditions as it may
determine at its sole discretion without the approval of any limited partners. Any additional partnership interests may be issued in
one or more classes, or one or more series of classes, with such designations, preferences, rights, powers and duties (which may
be senior to existing classes and series of partnership interests) as may be determined by the BBU General Partner in its sole
discretion, all without the approval of our limited partners.
Investments in the Holding LP
If and to the extent that our company raises funds by way of the issuance of equity or debt securities, or otherwise,
pursuant to a public offering, private placement or otherwise, an amount equal to the proceeds will be invested in securities of the
Holding LP, unless otherwise agreed by us and the Holding LP.
Brookfield Business Partners
145
Capital Contributions
No partner has the right to withdraw any or all of its capital contribution. The limited partners have no liability for
further capital contributions to our company. Each limited partner’s liability will be limited to the amount of capital such partner
is obligated to contribute to our company for its limited partner interest plus its share of any undistributed profits and assets,
subject to certain exceptions. See “Limited Liability” below.
Distributions
Distributions to partners of our company will be made only as determined by the BBU General Partner in its sole
discretion. In general, quarterly cash distributions will be made from the distributions received by our company as a result of its
ownership of Managing General Partner Units in Holding LP. However, the BBU General Partner will not be permitted to cause
our company to make a distribution if it does not have sufficient cash on hand to make the distribution (including as a result of
borrowing), the distribution would render it insolvent, or if, in the opinion of the BBU General Partner, the distribution would or
might leave it with insufficient funds to meet any future or contingent obligations, or the distribution would contravene the
Bermuda Limited Partnership Act 1883. For greater certainty, our company, the Holding LP or one or more of the Holding
Entities may (but none is obligated to) borrow money in order to obtain sufficient cash to make a distribution. The amount of
taxes withheld or paid by us in respect of our units held by limited partners or the BBU General Partner shall be treated either as a
distribution to such partner or as a general expense of our company, as determined by the BBU General Partner in its sole
discretion.
Any distributions from our company will be made to the limited partners, and to the BBU General Partner on a pro rata
basis. The BBU General Partner’s pro rata share is currently 0.1%. Each limited partner will receive a pro rata share of the
distributions made to all limited partners in accordance with the proportion of all outstanding units held by that limited partner.
Except for receiving its pro rata share of distributions from our company, the BBU General Partner shall not be compensated for
its services as the BBU General Partner but it shall be reimbursed for certain expenses.
Allocations of Income and Losses
Limited partners share in our net profits and net losses, generally in accordance with their respective percentage interest
in our company.
Net income and net losses for U.S. federal income tax purposes will be allocated for each taxable year or other relevant
period among our partners using a monthly, quarterly or other permissible convention pro rata on a per unit basis, except to the
extent otherwise required by law or pursuant to tax elections made by our company. Each item of income, gain, loss and
deduction so allocated to a partner of our company, generally will have the same source and character as though such partner had
realized the item directly.
The income for Canadian federal income tax purposes of our company for a given fiscal year will be allocated to each
partner in an amount calculated by multiplying such income by a fraction, the numerator of which is the sum of the distributions
received by such partner with respect to such fiscal year and the denominator of which is the aggregate amount of the distributions
made by our company to partners with respect to such fiscal year. To such end, any person who was a partner at any time during
such fiscal year but who has transferred all of their units before the last day of that fiscal year may be deemed to be a partner on
the last day of such fiscal year for the purposes of subsection 96(1) of the Tax Act. Generally, the source and character of items of
income so allocated to a partner with respect to a fiscal year of our company will be the same source and character as the
distributions received by such partner with respect to such fiscal year. The BBU General Partner may adjust allocations of items
that would otherwise be made pursuant to the terms of our Limited Partnership Agreement to the extent necessary to avoid an
adverse effect on our company’s limited partners, subject to the approval of a committee of the board of directors of the BBU
General Partner made up of independent directors.
If, with respect to a given fiscal year, no distribution is made by our company or we have a loss for Canadian federal
income tax purposes, one quarter of the income, or loss, as the case may be, for Canadian federal income tax purposes of our
company for such fiscal year, will be allocated to the partners of record at the end of each calendar quarter ending in such fiscal
year pro rata to their respective percentage interests in our company. Generally, the source and character of such income or losses
so allocated to a partner at the end of each calendar quarter will be the same source and character as the income or loss earned or
incurred by us in such calendar quarter.
146
Brookfield Business Partners
Limited Liability
Assuming that a limited partner does not participate in the control or management of our company or conduct the affairs
of, sign or execute documents for or otherwise bind our company within the meaning of the Bermuda Limited Partnership Act
1883 and otherwise acts in conformity with the provisions of our Limited Partnership Agreement, such partner’s liability under
the Bermuda Limited Partnership Act 1883 and our Limited Partnership Agreement will be limited to the amount of capital such
partner is obligated to contribute to our company for its limited partner interest plus its share of any undistributed profits and
assets, except as described below.
If it were determined, however, that a limited partner was participating in the control or management of our company or
conducting the affairs of, signing or executing documents for or otherwise binding our company (or purporting to do any of the
foregoing) within the meaning of the Bermuda Limited Partnership Act 1883 or the Bermuda Exempted Partnerships Act 1992,
such limited partner would be liable as if it were a general partner of our company in respect of all debts of our company incurred
while that limited partner was so acting or purporting to act. Neither our Limited Partnership Agreement nor the Bermuda Limited
Partnership Act 1883 specifically provides for legal recourse against the BBU General Partner if a limited partner were to lose
limited liability through any fault of the BBU General Partner. While this does preclude a limited partner from seeking legal
recourse, we are not aware of any precedent for such a claim in Bermuda case law.
No Management or Control; Limited Voting
Our company’s limited partners, in their capacities as such, may not take part in the management or control of the
activities and affairs of our company and do not have any right or authority to act for or to bind our company or to take part or
interfere in the conduct or management of our company. Limited partners are not entitled to vote on matters relating to our
company or have access to the books and records of our company, although holders of units are entitled to consent to certain
matters with respect to certain amendments to our Limited Partnership Agreement and certain matters with respect to the
withdrawal of the BBU General Partner as described in further detail below. In addition, limited partners have consent rights with
respect to certain fundamental matters and related party transactions (in accordance with MI 61-101) and on any other matters that
require their approval in accordance with applicable laws and stock exchange rules. Each unit entitles the holder thereof to one
vote for the purposes of any approvals of holders of units.
Meetings
The BBU General Partner may call special meetings of the limited partners at a time and place outside of Canada
determined by the BBU General Partner on a date not less than 10 days nor more than 60 days after the mailing of notice of the
meeting. The limited partners do not have the ability to call a special meeting. Only holders of record on the date set by the BBU
General Partner (which may not be less than 10 nor more than 60 days before the meeting) are entitled to notice of any meeting.
Written consents may be solicited only by or on behalf of the BBU General Partner. Any such consent solicitation may
specify that any written consents must be returned to us within the time period, which may not be less than 20 days, specified by
the BBU General Partner.
For purposes of determining holders of partnership interests entitled to notice of, and participation in, a meeting, or to
provide consents or give approvals to any action described above, the BBU General Partner may set a record date, which may be
not less than 10 nor more than 60 days before the date by which record holders are requested in writing by the BBU General
Partner to provide such consents. Only those holders of partnership interests on the record date established by the BBU General
Partner will be entitled to provide consents with respect to matters as to which a consent right applies.
Amendment of Our Limited Partnership Agreement
Amendments to our Limited Partnership Agreement may be proposed only by or with the consent of the BBU General
Partner. To adopt a proposed amendment, other than the amendments that do not require limited partner approval discussed
below, the BBU General Partner must seek approval of a majority of our outstanding units required to approve the amendment,
either by way of a meeting of the limited partners to consider and vote upon the proposed amendment or by written approval.
Brookfield Business Partners
147
Prohibited Amendments
No amendment may be made that would:
1. enlarge the obligations of any limited partner without its consent, except that any amendment that would have a
material adverse effect on the rights or preferences of any class of partnership interests in relation to other classes of
partnership interests may be consented to or approved by at least a majority of the type or class of partnership interests
so affected; or
2. enlarge the obligations of, restrict in any way any action by or rights of or reduce in any way the amounts distributable,
reimbursable or otherwise payable by our company to the BBU General Partner or any of its affiliates without the
consent of the BBU General Partner, which may be given or withheld in its sole discretion.
The provision of our Limited Partnership Agreement preventing the amendments having the effects described in
clauses (1) and (2) above can be amended only upon the approval of the holders of at least 90% of the outstanding units.
No Limited Partner Approval
Subject to applicable law, the BBU General Partner may generally make amendments to our Limited Partnership
Agreement without the approval of any limited partner to reflect:
1. a change in the name of our company, the location of our registered office or our registered agent;
2.
the admission, substitution or withdrawal of partners in accordance with our Limited Partnership Agreement;
3. a change that the BBU General Partner determines is reasonable and necessary or appropriate for our company to
qualify or to continue our company’s qualification as an exempted limited partnership under the laws of Bermuda or a
partnership in which the limited partners have limited liability under the laws of any jurisdiction, or is necessary or
advisable in the opinion of the BBU General Partner to ensure that our company will not be treated as an association
taxable as a corporation or otherwise taxed as an entity for tax purposes;
4. an amendment that the BBU General Partner determines to be necessary or appropriate to address changes in tax
regulations, legislation or interpretation;
5. an amendment that is necessary, in the opinion of our counsel, to prevent our company or the BBU General Partner or
its directors or officers from in any manner being subjected to the provisions of the U.S. Investment Company Act of
1940, as amended (the “Investment Company Act”), or similar legislation in other jurisdictions;
6. an amendment that the BBU General Partner determines in its sole discretion to be necessary or appropriate in
connection with the creation, authorization or issuance of any class or series of partnership interests or options, rights,
warrants or appreciation rights relating to partnership securities;
7. any amendment expressly permitted in our Limited Partnership Agreement to be made by the BBU General Partner
acting alone;
8. any amendment that the BBU General Partner determines in its sole discretion to be necessary or appropriate to reflect
and account for the formation by our company of, or its investment in, any corporation, partnership, joint venture,
limited liability company or other entity, as otherwise permitted by our Limited Partnership Agreement;
9. a change in our company’s fiscal year and related changes; or
10. any other amendments substantially similar to any of the matters described in (1) through (9) above.
148
Brookfield Business Partners
In addition, the BBU General Partner may make amendments to our Limited Partnership Agreement without the
approval of any limited partner if those amendments, in the discretion of the BBU General Partner:
1. do not adversely affect our company’s limited partners considered as a whole (including any particular class of
partnership interests as compared to other classes of partnership interests) in any material respect;
2. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive,
order, ruling or regulation of any governmental agency or judicial authority;
3. are necessary or appropriate to facilitate the trading of our units or to comply with any rule, regulation, guideline or
requirement of any securities exchange on which our units or any other partnership interests are or will be listed
for trading;
4. are necessary or appropriate for any action taken by the BBU General Partner relating to splits or combinations of units
under the provisions of our Limited Partnership Agreement; or
5. are required to effect the intent expressed in the final registration statement and prospectus filed in connection with the
spin-off or the intent of the provisions of our Limited Partnership Agreement or are otherwise contemplated by our
Limited Partnership Agreement.
Opinion of Counsel and Limited Partner Approval
The BBU General Partner will not be required to obtain an opinion of counsel that an amendment will not result in a loss
of limited liability to the limited partners if one of the amendments described above under “-No Limited Partner Approval” should
occur. No other amendments to our Limited Partnership Agreement will become effective without the approval of holders of at
least 90% of our units, unless we obtain an opinion of counsel to the effect that the amendment will not (i) cause our company to
be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax
purposes the BBU General Partner has not made the election described below under “-Election to be Treated as a Corporation”) or
(ii) affect the limited liability under the Bermuda Limited Partnership Act 1883 of any of our company’s or the Holding LP’s
limited partners.
In addition to the above restrictions, any amendment that would have a material adverse effect on the rights or
preferences of any type or class of partnership interests in relation to other classes of partnership interests will also require the
approval or consent of the holders of at least a majority of the outstanding partnership interests of the class so affected.
In addition, any amendment that reduces the voting percentage required to take any action must be approved by the
written consent or affirmative vote of limited partners whose aggregate outstanding voting units constitute not less than the voting
requirement sought to be reduced.
Sale or Other Disposition of Assets
Our Limited Partnership Agreement generally prohibits the BBU General Partner, without the prior approval of the
holders of at least 66 2/3% of the voting power of our units, from causing us to, among other things, sell, exchange or otherwise
dispose of all or substantially all of our assets in a single transaction or a series of related transactions. However, the BBU General
Partner, in its sole discretion, may mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets
(including for the benefit of third parties) without that approval. The BBU General Partner may also sell all or substantially all of
our assets under any forced sale of any or all of our assets pursuant to the foreclosure of, or other realization upon, those
encumbrances without that approval.
Take-Over Bids
If, within 120 days after the date of a take-over bid, as defined in the Securities Act (Ontario), the take-over bid is
accepted by holders of not less than 90% of our outstanding units, other than our units held at the date of the take-over bid by the
offeror or any affiliate or associate of the offeror, and the offeror acquires the units deposited or tendered under the take-over bid,
the offeror will be entitled to acquire our units not deposited under the take-over bid on the same terms as the units acquired under
the take-over bid.
Election to be Treated as a Corporation
If the BBU General Partner determines in its sole discretion that it is no longer in our company’s best interests to
continue as a partnership for U.S. federal income tax purposes, the BBU General Partner may elect to treat our company as an
association or as a publicly traded partnership taxable as a corporation for U.S. federal (and applicable state) income tax purposes.
Brookfield Business Partners
149
Termination and Dissolution
Our company will terminate upon the earlier to occur of: (i) the date on which all of our company’s assets have been
disposed of or otherwise realized by us and the proceeds of such disposals or realizations have been distributed to partners; (ii) the
service of notice by the BBU General Partner, with the special approval of a majority of its independent directors, that in its
opinion the coming into force of any law, regulation or binding authority renders illegal or impracticable the continuation of our
company; or (iii) at the election of the BBU General Partner, if our company, as determined by the BBU General Partner, is
required to register as an “investment company” under the Investment Company Act or similar legislation in other jurisdictions.
Our company will be dissolved upon the withdrawal of the BBU General Partner as the general partner of our company
(unless a successor entity becomes the general partner as described in the following sentence or the withdrawal is effected in
compliance with the provisions of our Limited Partnership Agreement that are described below under “-Withdrawal of the BBU
General Partner”) or the date on which any court of competent jurisdiction enters a decree of judicial dissolution of our company
or an order to wind-up or liquidate the BBU General Partner without the appointment of a successor in compliance with the
provisions of our Limited Partnership Agreement that are described below under “-Withdrawal of the BBU General Partner”. Our
company will be reconstituted and continue without dissolution if, within 30 days of the date of dissolution (and provided a notice
of dissolution has not been provided to the Bermuda Monetary Authority), a successor general partner executes a transfer deed
pursuant to which the new general partner assumes the rights and undertakes the obligations of the original general partner, but
only if we receive an opinion of counsel that the admission of the new general partner will not result in the loss of limited liability
of any limited partner.
Liquidation and Distribution of Proceeds
Upon dissolution, unless our company is continued as a new limited partnership, the liquidator authorized to wind-up our
company’s affairs will, acting with all of the powers of the BBU General Partner that the liquidator deems necessary or
appropriate in its judgment, liquidate our company’s assets and apply the proceeds of the liquidation first, to discharge our
company’s liabilities as provided in our Limited Partnership Agreement and by law and thereafter to the partners pro rata
according to the percentages of their respective partnership interests as of a record date selected by the liquidator. The liquidator
may defer liquidation of our assets for a reasonable period of time or distribute assets to partners in kind if it determines that an
immediate sale or distribution of all or some of our company’s assets would be impractical or would cause undue loss to
the partners.
Withdrawal of the BBU General Partner
The BBU General Partner may withdraw as the general partner without first obtaining approval of our unitholders by
giving written notice to the other partners, and that withdrawal will not constitute a violation of our Limited Partnership
Agreement.
Upon the withdrawal of a general partner, the holders of at least a majority of our units may select a successor to that
withdrawing general partner. If a successor is not selected, or is selected but an opinion of counsel regarding limited liability, tax
matters and the Investment Company Act (and similar legislation in other jurisdictions) cannot be obtained, our company will be
dissolved, wound up and liquidated. See “-Termination and Dissolution” above.
In the event of the withdrawal of a general partner, where such withdrawal will violate our Limited Partnership
Agreement, a successor general partner will have the option to purchase the general partnership interest of the departing general
partner for a cash payment equal to its fair market value. Under all other circumstances where a general partner withdraws, the
departing general partner will have the option to require the successor general partner to purchase the general partnership interest
of the departing general partner for a cash payment equal to its fair market value. In each case, this fair market value will be
determined by agreement between the departing general partner and the successor general partner. If no agreement is reached
within 30 days of the general partner’s departure, an independent investment banking firm or other independent expert selected by
the departing general partner and the successor general partner will determine the fair market value. If the departing general
partner and the successor general partner cannot agree upon an expert within 45 days of the general partner’s departure, then an
expert chosen by agreement of the experts selected by each of them will determine the fair market value.
If the option described above is not exercised by either the departing general partner or the successor general partner, the
departing general partner’s general partnership interest will automatically convert into units pursuant to a valuation of those
interests as determined by an investment banking firm or other independent expert selected in the manner described in the
preceding paragraph.
150
Brookfield Business Partners
Transfer of the General Partnership Interest
The BBU General Partner may transfer all or any part of its general partnership interests without first obtaining approval
of any unitholder. As a condition of this transfer, the transferee must: (i) agree to assume the rights and duties of the BBU General
Partner to whose interest that transferee has succeeded; (ii) agree to assume and be bound by the provisions of our Limited
Partnership Agreement; and (iii) furnish an opinion of counsel regarding limited liability, tax matters and the Investment
Company Act (and similar legislation in other jurisdictions). Any transfer of the general partnership interest is subject to prior
notice to and approval of the relevant Bermuda regulatory authorities. At any time, the members of the BBU General Partner may
sell or transfer all or part of their shares in the BBU General Partner without the approval of the unitholders.
Partnership Name
If the BBU General Partner ceases to be the general partner of our company and our new general partner is not an
affiliate of Brookfield, our company will be required by our Limited Partnership Agreement to change its name to a name that
does not include “Brookfield” and which could not be capable of confusion in any way with such name. Our Limited Partnership
Agreement explicitly provides that this obligation shall be enforceable and waivable by the BBU General Partner notwithstanding
that it may have ceased to be the general partner of our company.
Transactions with Interested Parties
The BBU General Partner, its affiliates and their respective partners, members, directors, officers, employees and
shareholders, which we refer to as “interested parties,” may become limited partners or beneficially interested in limited partners
and may hold, dispose of or otherwise deal with our units with the same rights they would have if the BBU General Partner was
not a party to our Limited Partnership Agreement. An interested party will not be liable to account either to other interested
parties or to our company, our company’s partners or any other persons for any profits or benefits made or derived by or in
connection with any such transaction.
Our Limited Partnership Agreement permits an interested party to sell investments to, purchase assets from, vest assets in
and contract or enter into any contract, arrangement or transaction with our company, the Holding LP, any of the Holding Entities,
any operating business or, in general, any entity established by our company and may be interested in any such contract,
transaction or arrangement and shall not be liable to account to any of our company, the Holding LP, any of the Holding Entities,
any operating business or, in general, any entity established by our company or any other person in respect of any such contract,
transaction or arrangement, or any benefits or profits made or derived therefrom, by virtue only of the relationship between the
parties concerned, subject to the bye-laws of the BBU General Partner.
Outside Activities of the BBU General Partner; Conflicts of Interest
Under our Limited Partnership Agreement, the BBU General Partner is required to maintain as its sole activity the
activity of acting as the general partner of our company and undertaking activities that are ancillary or related thereto. The BBU
General Partner is not permitted to engage in any business or activity or incur or guarantee any debts or liabilities except in
connection with or incidental to its performance as general partner or incurring, guaranteeing, acquiring, owning or disposing of
debt or equity securities of the Holding LP, a Holding Entity or any other holding entity established by our company.
Our Limited Partnership Agreement provides that each person who is entitled to be indemnified by our company (other
than the BBU General Partner), as described below under “-Indemnification; Limitation on Liability”, will have the right to
engage in businesses of every type and description and other activities for profit, and to engage in and possess interests in
business ventures of any and every type or description, irrespective of whether: (i) such activities are similar to our activities; or
(ii) such businesses and activities directly compete with, or disfavor or exclude, the BBU General Partner, our company, the
Holding LP, any Holding Entity, any operating business or, in general, any entity established by us. Such business interests,
activities and engagements will be deemed not to constitute a breach of our Limited Partnership Agreement or any duties stated or
implied by law or equity, including fiduciary duties, owed to any of the BBU General Partner, our company, the Holding LP, any
Holding Entity, any operating business and, in general, any entity established by us (or any of their respective investors), and shall
be deemed not to be a breach of the BBU General Partner’s fiduciary duties or any other obligation of any type whatsoever of the
BBU General Partner. None of the BBU General Partner, our company, the Holding LP, any Holding Entity, any operating
business, or, in general, any entity established by us or any other person shall have any rights by virtue of our Limited Partnership
Agreement or our company relationship established thereby or otherwise in any business ventures of any person who is entitled to
be indemnified by us as described below under “-Indemnification; Limitations on Liability”.
Brookfield Business Partners
151
The BBU General Partner and the other indemnified persons described in the preceding paragraph do not have any
obligation under our Limited Partnership Agreement or as a result of any duties stated or implied by law or equity, including
fiduciary duties, to present business or investment opportunities to our company, our limited partners, the Holding LP, any
Holding Entity, any operating business or, in general, any entity established by us. These provisions do not affect any obligation
of an indemnified person to present business or investment opportunities to our company, the Holding LP, any Holding Entity,
any operating business or, in general, any entity established by our company pursuant to the Relationship Agreement or a separate
written agreement between such persons.
Any conflicts of interest and potential conflicts of interest that are approved by the BBU General Partner’s governance
and nominating committee from time to time will be deemed to have been approved by all partners. Pursuant to our conflicts
policy, by a majority vote, independent directors may grant approvals for any of the transactions described above in the form of
general guidelines, policies or procedures in which case no further special approval will be required in connection with a
particular transaction or matter permitted thereby. See Item 7.B., “Related Party Transactions - Conflicts of Interest and Fiduciary
Duties”.
Indemnification; Limitations on Liability
Under our Limited Partnership Agreement, our company is required to indemnify to the fullest extent permitted by law
the BBU General Partner and any of its affiliates (and their respective officers, directors, agents, shareholders, partners, members
and employees), any person who serves on a governing body of the Holding LP, a Holding Entity, operating business or, in
general, any entity established by us and any other person designated by the BBU General Partner as an indemnified person, in
each case, against any and all losses, claims, damages, liabilities, costs and expenses (including legal fees and expenses),
judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or
proceedings, whether civil, criminal, administrative or investigative, incurred by an indemnified person in connection with our
activities or by reason of their holding such positions, except to the extent that the claims, liabilities, losses, damages, costs or
expenses are determined to have resulted from the indemnified person’s bad faith, fraud or willful misconduct, or in the case of a
criminal matter, action that the indemnified person knew to have been unlawful. In addition, under our Limited Partnership
Agreement: (i) the liability of such persons has been limited to the fullest extent permitted by law, except to the extent that their
conduct involves bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person
knew to have been unlawful; and (ii) any matter that is approved by the independent directors of the BBU General Partner will not
constitute a breach of our Limited Partnership Agreement or any duties stated or implied by law or equity, including fiduciary
duties. Our Limited Partnership Agreement requires us to advance funds to pay the expenses of an indemnified person in
connection with a matter in which indemnification may be sought until it is determined that the indemnified person is not entitled
to indemnification.
Accounts, Reports and Other Information
Under our Limited Partnership Agreement, within the time required by applicable laws and regulations, including any
rules of any applicable securities exchange, the BBU General Partner is required to prepare financial statements in accordance
with IFRS or such other appropriate accounting principles as determined from time to time and make publicly available as of a
date selected by the BBU General Partner in its sole discretion our financial statements together with a statement of the
accounting policies used in their preparation, such information as may be required by applicable laws and regulations and such
information as the BBU General Partner deems appropriate. Our annual financial statements must be audited by an independent
accounting firm of international standing. Our quarterly financial statements may be unaudited and will be made available
publicly as and within the time period required by applicable laws and regulations, including any rules of any applicable securities
exchange.
The BBU General Partner is also required to use commercially reasonable efforts to prepare and send to the limited
partners of our company on an annual basis a Schedule K-1 (or equivalent). However, unitholders that do not ordinarily have
U.S. federal tax filing requirements will not receive a Schedule K-1 and related information unless such unitholders request it
within 60 days after the close of each calendar year. The BBU General Partner will, where reasonably possible, prepare and send
information required by the non-U.S. limited partners of our company for U.S. federal income tax reporting purposes. The BBU
General Partner will also use commercially reasonable efforts to supply information required by limited partners of our company
for Canadian federal income tax purposes.
152
Brookfield Business Partners
Governing Law; Submission to Jurisdiction
Our Limited Partnership Agreement is governed by and will be construed in accordance with the laws of Bermuda.
Under our Limited Partnership Agreement, each of our company’s partners (other than governmental entities prohibited from
submitting to the jurisdiction of a particular jurisdiction) will submit to the non-exclusive jurisdiction of any court in Bermuda in
any dispute, suit, action or proceeding arising out of or relating to our Limited Partnership Agreement. Each partner waives, to the
fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein and further
waives, to the fullest extent permitted by law, any claim of inconvenient forum, improper venue or that any such court does not
have jurisdiction over the partner. Any final judgment against a partner in any proceedings brought in any court in Bermuda will
be conclusive and binding upon the partner and may be enforced in the courts of any other jurisdiction of which the partner is or
may be subject, by suit upon such judgment. The foregoing submission to jurisdiction and waivers will survive the dissolution,
liquidation, winding up and termination of our company.
Transfers of Units
We are not required to recognize any transfer of our units until certificates, if any, evidencing such units are surrendered
for registration of transfer. Each person to whom a unit is transferred (including any nominee holder or an agent or representative
acquiring such unit for the account of another person) will be admitted to our company as a partner with respect to the unit so
transferred subject to and in accordance with the terms of our Limited Partnership Agreement. Any transfer of a unit will not
entitle the transferee to share in the profits and losses of our company, to receive distributions, to receive allocations of income,
gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee
becomes a partner and a party to our Limited Partnership Agreement.
By accepting a unit for transfer in accordance with our Limited Partnership Agreement, each transferee will be deemed
to have:
•
•
executed our Limited Partnership Agreement and become bound by the terms thereof;
granted an irrevocable power of attorney to the BBU General Partner or the liquidator of our company and any officer
thereof to act as such partner’s agent and attorney-in-fact to execute, swear to, acknowledge, deliver, file and record in
the appropriate public offices: (i) all certificates, documents or other instruments relating to the existence or
qualification of our company as an exempted limited partnership (or a partnership in which the limited partners have
limited liability) in Bermuda and in all jurisdictions in which our company may conduct activities and affairs or own
property; any amendment, change, modification or restatement of our Limited Partnership Agreement, subject to the
requirements of our Limited Partnership Agreement; the dissolution and liquidation of our company; the admission or
withdrawal of any partner of our company or any capital contribution of any partner of our company; the
determination of the rights, preferences and privileges of any class or series of units or other partnership interests of
our company, and any tax election with any limited partner or general partner on behalf of our company or its partners;
and (ii) subject to the requirements of our Limited Partnership Agreement, all ballots, consents, approvals, waivers,
certificates, documents and other instruments necessary or appropriate, in the sole discretion of the BBU General
Partner or the liquidator of our company, to make, evidence, give, confirm or ratify any voting consent, approval,
agreement or other action that is made or given by our company’s partners or is consistent with the terms of our
Limited Partnership Agreement or to effectuate the terms or intent of our Limited Partnership Agreement;
• made the consents and waivers contained in our Limited Partnership Agreement, including with respect to the approval
of the transactions and agreements entered into in connection with our formation and the spin-off; and
•
ratified and confirmed all contracts, agreements, assignments and instruments entered into on behalf of our company in
accordance with our Limited Partnership Agreement, including the granting of any charge or security interest over the
assets of our company and the assumption of any indebtedness in connection with the affairs of our company.
The transfer of any unit and the admission of any new partner to our company will not constitute any amendment to our
Limited Partnership Agreement.
Book-Based System
Our units may be represented in the form of one or more fully registered unit certificates held by, or on behalf of, CDS or
DTC, as applicable, as custodian of such certificates for the participants of CDS or DTC, registered in the name of CDS or DTC
or their respective nominee, and registration of ownership and transfers of our units may be effected through the book-based
system administered by CDS or DTC as applicable.
Brookfield Business Partners
153
DESCRIPTION OF THE HOLDING LP LIMITED PARTNERSHIP AGREEMENT
The following is a description of the material terms of the Holding LP Limited Partnership Agreement. You are not a
limited partner of the Holding LP and do not have any rights under the Holding LP Limited Partnership Agreement. However, our
company is the managing general partner of the Holding LP and is responsible for the management and control of the Holding LP.
We have included a summary of what we believe are the most important provisions of the Holding LP Limited
Partnership Agreement because we conduct our operations through the Holding LP and the Holding Entities and our rights with
respect to our company’s interest in the Holding LP are governed by the terms of the Holding LP Limited Partnership Agreement.
Because this description is only a summary of the terms of the agreement, it does not contain all of the information that you may
find useful. For more complete information, you should read the Holding LP Limited Partnership Agreement. The agreement is
filed as exhibit to this Form 20-F and is also available on our SEDAR profile at www.sedar.com. See also Item 10.C., “Material
Contracts”, Item 10.H., “Documents on Display” and Item 19., “Exhibits”.
Formation and Duration
The Holding LP is a Bermuda exempted limited partnership registered under the Bermuda Limited Partnership Act 1883
and the Bermuda Exempted Partnerships Act 1992. The Holding LP has a perpetual existence and will continue as an exempted
limited partnership unless our company is terminated or dissolved in accordance with the Holding LP Limited Partnership
Agreement.
Management
As required by law, the Holding LP Limited Partnership Agreement provides for the management and control of the
Holding LP by its managing general partner, our company.
Nature and Purpose
Under the Holding LP Limited Partnership Agreement, the purpose of the Holding LP is to: acquire and hold interests in
the Holding Entities and, subject to the approval of our company, interests in any other entity; engage in any activity related to the
capitalization and financing of the Holding LP’s interests in such entities; and engage in any other activity that is incidental to or
in furtherance of the foregoing and that is approved by our company and that lawfully may be conducted by a limited partnership
organized under the Bermuda Limited Partnership Act 1883, the Bermuda Exempted Partnerships Act 1992 and our Limited
Partnership Agreement.
Units
The Holding LP’s units are non-voting limited partnership interests in the Holding LP. Holders of units are not entitled to
the withdrawal or return of capital contributions in respect of their units, except to the extent, if any, that distributions are made to
such holders pursuant to the Holding LP Limited Partnership Agreement or upon the dissolution of the Holding LP as described
below under “-Dissolution” or as otherwise required by applicable law. Holders of the Holding LP’s units are not entitled to vote
on matters relating to the Holding LP except as described below under “-No Management or Control; No Voting”. Except to the
extent expressly provided in the Holding LP Limited Partnership Agreement, a holder of Holding LP units will not have priority
over any other holder of the Holding LP units, either as to the return of capital contributions or as to profits, losses or
distributions. The Holding LP Limited Partnership Agreement does not contain any restrictions on ownership of the Holding LP
units. The units of the Holding LP have no par or other stated value.
In connection with the spin-off, Brookfield’s units in the Holding LP became the Special LP Units, the Managing
General Partner Units were issued to our company and the Redemption-Exchange Units were issued to Brookfield.
Issuance of Additional Partnership Interests
The Holding LP may issue additional partnership interests (including Managing General Partner Units, Special LP Units
and Redemption-Exchange Units as well as new classes of partnership interests and options, rights, warrants and appreciation
rights relating to such interests) for any partnership purpose (including in connection with any distribution reinvestment plan or
the Redemption-Exchange Mechanism), at any time and on such terms and conditions as our company may determine at its sole
discretion without the approval of any limited partners. Any additional partnership interests may be issued in one or more classes,
or one or more series of classes, with such designations, preferences, rights, powers and duties (which may be senior to existing
classes and series of partnership interests) as may be determined by our company in its sole discretion, all without the approval of
our limited partners.
154
Brookfield Business Partners
Redemption-Exchange Mechanism
Brookfield has the right to require the Holding LP to redeem all or a portion of the Redemption-Exchange Units for cash,
subject to our company’s right to acquire such interests for our units as described below. Brookfield may exercise its right of
redemption by delivering a notice of redemption to the Holding LP and our company.
A holder of Redemption-Exchange Units who delivers a notice of redemption will receive, on the redemption-exchange
date and subject to our company’s right to acquire such interests (in lieu of redemption) in exchange for our units, cash in an
amount equal to the market value of one of our units (as determined by reference to the five day volume-weighted average trading
price of our units on the principal stock exchange for our units based on trading volumes) multiplied by the number of units to be
redeemed. Upon its receipt of the redemption notice, our company will have a right to elect, at its sole discretion, to acquire all
(but not less than all) Redemption-Exchange Units presented to the Holding LP for redemption in exchange for units of our
company on a one-for-one basis. Upon a redemption, the holder’s right to receive distributions with respect to the Redemption-
Exchange Units so redeemed will cease.
The date of exchange specified in any redemption notice may not be less than five business days nor more than twenty
business days after the date upon which the redemption notice is received by the Holding LP and our company. At any time prior
to the applicable redemption-exchange date, any holder of Redemption-Exchange Units who delivers a redemption notice will be
entitled to withdraw such redemption notice.
Brookfield’s aggregate limited partnership interest in our company is approximately 64.9% as of the date of this
Form 20-F if Brookfield exercised its redemption right on the Redemption-Exchange Units in full and our company exercised our
right to acquire such interests in exchange for our units.
Distributions
Distributions by the Holding LP will be made in the sole discretion of our company. However, our company will not be
permitted to cause the Holding LP to make a distribution if the Holding LP does not have sufficient cash on hand to make the
distribution, the distribution would render the Holding LP insolvent or if, in the opinion of our company, the distribution would or
might leave the Holding LP with insufficient funds to meet any future or contingent obligations, or the distribution would
contravene the Bermuda Limited Partnership Act 1883. For greater certainty, the Holding LP or one or more of the Holding
Entities may (but neither is obligated to) borrow money in order to obtain sufficient cash to make a distribution.
Except as set forth below, prior to the dissolution of the Holding LP, distributions of available cash (if any), including
cash that has been borrowed for such purpose, in any given quarter will be made by the Holding LP as follows, referred to as the
Regular Distribution Waterfall:
•
•
•
•
•
•
first, 100% of any available cash to our company until our company has been distributed an amount equal to our
expenses and outlays for the quarter properly incurred;
second, to the extent distributions in respect of Redemption-Exchange Units have accrued in previous quarters
(as described below), 100% to all the holders of Redemption-Exchange Units pro rata in proportion to their respective
percentage interests (which will be calculated using Redemption-Exchange Units only) of all amounts that have been
accrued in previous quarters and not yet recovered;
third, to the extent that incentive distributions have been deferred in previous quarters, 100% to the holder of the
Special LP Units of all amounts that have been accrued in previous quarters and not yet recovered;
fourth, to all owners of the Holding LP’s partnership interests, pro rata to their percentage interests up to the amount
per unit of the then regular quarterly distribution (currently $0.0625 per unit) for such quarter;
fifth, 100% to the holder of the Special LP Units until an amount equal to the incentive distribution amount (see below
for an explanation of the calculation of the incentive distribution amount) for the preceding quarter has been
distributed provided that for any quarter in which our company determines that there is insufficient cash to pay the
incentive distribution, our company may elect to pay all or a portion of this distribution in Redemption-Exchange
Units or may elect to defer all or a portion of the amount distributable for payment from available cash in future
quarters; and
thereafter, any available cash then remaining to the owners of the Holding LP’s partnership interests, pro rata to their
percentage interests.
Brookfield Business Partners
155
The expenses and outlays described in the first bullet point of the Regular Distribution Waterfall (as well as in the first
bullet point below describing distributions in the context of a dissolution) include expenses that are to be incurred and paid by its
company directly and generally comprise expenses that by their nature must be incurred by our company and not by any of our
subsidiaries, such as stock exchange and listing fees, expenses related to capital market transactions, organizational expenses and
similar customary expenses that would be incurred by a public holding entity that has no independent means of generating
revenues. Such expenses and outlays do not include amounts payable to Brookfield, the Service Providers or any of their
affiliates, including the base management fee, as those amounts, if any, will be paid by the Holding LP or one or more of its direct
or indirect subsidiaries.
The incentive distribution amount for a quarter will be equal to (a) 20% of the growth in the market value of our units
quarter-over-quarter (but only after the market value exceeds the “Incentive Distribution Threshold” being initially $25.00 and
adjusted at the beginning of each quarter to be equal to the greater of (i) our unit’s market value for the previous quarter and
(ii) the Incentive Distribution Threshold at the end of the previous quarter) multiplied by (b) the number of units outstanding at
the end of the last business day of the applicable quarter (assuming full conversion of the Redemption-Exchange Units into units).
For the purposes of calculating incentive distributions, the market value of our units will be equal to the quarterly volume-
weighted average price of our units on the principal stock exchange for our units (based on trading volumes). The incentive
distribution amount, if any, will be calculated at the end of each calendar quarter. The Incentive Distribution Threshold was
$47.30 at the end of December 2021. In order to account for the dilutive effect of the special distribution which occurred on
March 15, 2022, the incentive distribution threshold has been reduced by one-third, commensurate with the distribution ratio of
one (1) BBUC exchangeable share for every two (2) units. Accordingly, the resulting new incentive distribution threshold is
$31.53. The Incentive Distribution Threshold will be adjusted in accordance with the Holding LP Limited Partnership Agreement
in the event of transactions with a dilutive effect on the value of the units including any quarterly cash distributions above the
initial amount of $0.0625 per unit.
If, prior to the dissolution of the Holding LP, available cash in any quarter is not sufficient to pay the regular quarterly
distribution (currently $0.0625 per unit), to the owners of all the Holding LP assets, pro rata to their percentage interest, then our
company may elect to pay the distribution first to our company, in respect of the Managing General Partner Units of the
Holding LP held by our company, and then to the holders of the Redemption-Exchange Units to the extent practicable, and shall
accrue any such deficiency for payment from available cash in future quarters as described above.
If, prior to the dissolution of the Holding LP, available cash is deemed by our company, in its sole discretion, to be
(i) attributable to sales or other dispositions of the Holding LP’s assets, and (ii) representative of unrecovered capital, then such
available cash shall be distributed to the partners of the Holding LP in proportion to the unrecovered capital attributable to the
Holding LP interests held by the partners until such time as the unrecovered capital attributable to each such partnership interest is
equal to zero. Thereafter, distributions of available cash made by the Holding LP (to the extent made prior to dissolution) will be
made in accordance with the Regular Distribution Waterfall.
Upon the occurrence of an event resulting in the dissolution of the Holding LP, all cash and property of the Holding LP
in excess of that required to discharge the Holding LP’s liabilities will be distributed as follows: (i) to the extent such cash and/or
property is attributable to a realization event occurring prior to the event of dissolution, such cash and/or property will be
distributed in accordance with the Regular Distribution Waterfall and/or the distribution waterfall applicable to unrecovered
capital, (ii) the aggregate amount of distributions previously deferred in respect of the Redemption-Exchange Units and not
previously recovered and (iii) all other cash and/or property will be distributed in the manner set forth below:
•
•
•
•
•
first, 100% to our company until our company has received an amount equal to the excess of: (i) the amount of our
outlays and expenses incurred during the term of the Holding LP; over (ii) the aggregate amount of distributions
received by our company pursuant to the first tier of the Regular Distribution Waterfall during the term of the
Holding LP;
second, 100% to the partners of the Holding LP, in proportion to their respective amounts of unrecovered capital in the
Holding LP;
third, to the extent that incentive distributions have been deferred in previous quarters, 100% to the holder of the
Special LP Units of all amounts that have been accrued in previous quarters and not yet recovered;
fourth, to all owners of the Holding LP’s partnership interests, pro rata to their percentage interests up to the amount
per unit of the then regular quarterly distribution (currently $0.0625 per unit) for such quarter;
fifth, 100% to the holder of the Special LP Units until an amount equal to the incentive distribution amount (see above
for an explanation of the calculation of the incentive distribution amount) for the preceding quarter has been
distributed; and
156
Brookfield Business Partners
•
thereafter, any available cash then remaining to the owners of the Holding LP’s partnership interests, pro rata to their
percentage interests.
Each partner’s percentage interest is determined by the relative portion of all outstanding partnership interests held by
that partner from time to time and is adjusted upon and reflects the issuance of additional partnership interests of the Holding LP.
In addition, the unreturned capital attributable to each of our partnership interests, as well as certain of the distribution thresholds
set forth above, may be adjusted pursuant to the terms of the Holding LP Limited Partnership Agreement so as to ensure the
uniformity of the economic rights and entitlements of: (i) the previously outstanding Holding LP’s partnership interests; and
(ii) the subsequently-issued Holding LP’s partnership interests.
The Holding LP Limited Partnership Agreement provides that, to the extent that any Holding Entity or any operating
business pays to Brookfield any comparable performance or incentive distribution, the amount of any incentive distributions paid
to the holder of the Special LP Units in accordance with the distribution entitlements described above will be reduced in an
equitable manner to avoid duplication of distributions.
The holder of the Special LP Units may elect, at its sole discretion, to reinvest incentive distributions in Redemption-
Exchange Units or our units.
No Management or Control; No Voting
The Holding LP limited partners, in their capacities as such, may not take part in the management or control of the
activities and affairs of the Holding LP and do not have any right or authority to act for or to bind the Holding LP or to take part
or interfere in the conduct or management of the Holding LP. Limited partners are not entitled to vote on matters relating to the
Holding LP, although holders of units are entitled to consent to certain matters as described below under “-Amendment of the
Holding LP Limited Partnership Agreement”, “Amendment of the Holding LP Limited Partnership Agreement-Opinion of
Counsel and Limited Partner Approval” and “-Withdrawal of the Managing General Partner” which may be effected only with the
consent of the holders of the percentages of outstanding units of the Holding LP specified below. For purposes of any approval
required from holders of the Holding LP’s units, if holders of Redemption-Exchange Units are entitled to vote, they will be
entitled to one vote per unit held subject to a maximum number of votes equal to 49% of the total voting power of all units of the
Holding LP then issued and outstanding. Each unit entitles the holder thereof to one vote for the purposes of any approvals of
holders of units.
Meetings
Our company may call special meetings of the limited partners of the Holding LP at a time and place outside of Canada
determined by us on a date not less than 10 days nor more than 60 days after the mailing of notice of the meeting. Special
meetings of the limited partners may also be called by limited partners owning 50% or more of the outstanding partnership
interests of the class or classes for which a meeting is proposed. For this purpose, our outstanding partnership interests do not
include partnership interests owned by our company or Brookfield. Only holders of record on the date set by our company (which
may not be less than 10 days nor more than 60 days before the meeting) are entitled to receive notice of any meeting.
Amendment of the Holding LP Limited Partnership Agreement
Amendments to the Holding LP Limited Partnership Agreement may be proposed only by or with the consent of our
company. To adopt a proposed amendment, other than the amendments that do not require limited partner approval discussed
below, our company must seek approval of a majority of the Holding LP’s outstanding units required to approve the amendment,
either by way of a meeting of the limited partners to consider and vote upon the proposed amendment or by written approval. For
this purpose, the Redemption-Exchange Units will not constitute a separate class and will vote together with the other outstanding
LP Units of the Holding LP.
For purposes of any approval required from holders of the Holding LP’s units, if holders of Redemption-Exchange Units
are entitled to vote, they will be entitled to one vote per unit held subject to a maximum number of votes equal to 49% of the total
voting power of all units of the Holding LP then issued and outstanding.
Brookfield Business Partners
157
Prohibited Amendments
No amendment may be made that would:
1. enlarge the obligations of any limited partner of the Holding LP without its consent, except that any amendment that
would have a material adverse effect on the rights or preferences of any class of partnership interests in relation to
other classes of partnership interests may be approved by at least a majority of the type or class of partnership interests
so affected; or
2. enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts
distributable, reimbursable or otherwise payable by the Holding LP to the BBU General Partner or any of its affiliates
without the consent of the BBU General Partner which may be given or withheld in its sole discretion.
The provision of the Holding LP Limited Partnership Agreement preventing the amendments having the effects
described in clauses (1) or (2) above can be amended upon the approval of the holders of at least 90% of the outstanding LP Units
of the Holding LP.
No Limited Partner Approval
Subject to applicable law, our company may generally make amendments to the Holding LP Limited Partnership
Agreement without the approval of any limited partner to reflect:
1. a change in the name of the Holding LP, the location of the Holding LP’s registered office or the Holding LP’s
registered agent;
2.
the admission, substitution, withdrawal or removal of partners in accordance with the Holding LP Limited Partnership
Agreement;
3. a change that our company determines is reasonable and necessary or appropriate for the Holding LP to qualify or to
continue its qualification as an exempted limited partnership under the laws of Bermuda or a partnership in which the
limited partners have limited liability under the laws of any jurisdiction, or is necessary or advisable in the opinion of
our company to ensure that the Holding LP will not be treated as an association taxable as a corporation or otherwise
taxed as an entity for tax purposes;
4. an amendment that our company determines to be necessary or appropriate to address certain changes in tax
regulations, legislation or interpretation;
5. an amendment that is necessary, in the opinion of counsel, to prevent the Holding LP or our company or its directors
or officers, from in any manner being subjected to the provisions of the Investment Company Act or similar legislation
in other jurisdictions;
6. an amendment that our company determines in its sole discretion to be necessary or appropriate for the creation,
authorization or issuance of any class or series of partnership interests or options, rights, warrants or appreciation
rights relating to partnership interests;
7. any amendment expressly permitted in the Holding LP Limited Partnership Agreement to be made by our company
acting alone;
8. any amendment that our company determines in its sole discretion to be necessary or appropriate to reflect and account
for the formation or ownership by the Holding LP of, or its investment in, any corporation, partnership, joint venture,
limited liability company or other entity, as otherwise permitted by the Holding LP Limited Partnership Agreement;
9. a change in the Holding LP’s fiscal year and related changes;
10. any amendment concerning the computation or allocation of specific items of income, gain, expense or loss among the
partners that, in the sole discretion of our company, is necessary or appropriate to: (i) comply with the requirements of
applicable law; (ii) reflect the partners’ interests in the Holding LP; or (iii) consistently reflect the distributions made
by the Holding LP to the partners pursuant to the terms of the Holding LP Limited Partnership Agreement;
11. any amendment that our company determines in its sole discretion to be necessary or appropriate to address any
statute, rule, regulation, notice, or announcement that affects or could affect the U.S. federal income tax treatment of
any allocation or distribution related to any interest of our company in the profits of the Holding LP; or
12. any other amendments substantially similar to any of the matters described in (1) through (11) above.
158
Brookfield Business Partners
In addition, our company may make amendments to the Holding LP Limited Partnership Agreement without the
approval of any limited partner if those amendments, in the discretion of our company:
1. do not adversely affect the Holding LP limited partners considered as a whole (including any particular class of
partnership interests as compared to other classes of partnership interests) in any material respect;
2. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding
directive, order, ruling or regulation of any governmental agency or judicial authority;
3. are necessary or appropriate for any action taken by our company relating to splits or combinations or units or
partnership interests under the provisions of the Holding LP Limited Partnership Agreement; or
4. are required to effect the intent expressed in the final registration and prospectus filed in connection with the spin-off
or the intent of the provisions of the Holding LP Limited Partnership Agreement or are otherwise contemplated by the
Holding LP Limited Partnership Agreement.
Opinion of Counsel and Limited Partner Approval
Our company will not be required to obtain an opinion of counsel that an amendment will not result in a loss of limited
liability to the limited partners if one of the amendments described above under “-No Limited Partner Approval” should occur.
Any other amendment to the Holding LP Limited Partnership Agreement will only become effective either with the approval of at
least 90% of the Holding LP’s units, or if an opinion of counsel is obtained to effect that the amendment will not (i) cause the
Holding LP to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided
that for U.S. tax purposes our company has not made the election described below under “-Election to be Treated as a
Corporation”), or (ii) affect the limited liability under the Bermuda Limited Partnership Act 1883 of any of the Holding LP
limited partners.
In addition to the above restrictions, any amendment that would have a material adverse effect on the rights or
preferences of any type or class of partnership interests in relation to other classes of partnership interests will also require the
approval of the holders of at least a majority of the outstanding partnership interests of the class so affected.
In addition, any amendment that reduces the voting percentage required to take any action must be approved by the
written consent or affirmative vote of limited partners whose aggregate outstanding voting units constitute not less than the voting
requirement sought to be reduced.
Sale or Other Disposition of Assets
The Holding LP Limited Partnership Agreement generally prohibits our company, without the prior approval of the
holders of a majority of the units of the Holding LP, from causing the Holding LP to, among other things, sell, exchange or
otherwise dispose of all or substantially all of the Holding LP’s assets in a single transaction or a series of related transactions,
including by approving on the Holding LP’s behalf the sale, exchange or other disposition of all or substantially all of the assets of
the Holding LP’s subsidiaries. However, our company, in its sole discretion, may mortgage, pledge, hypothecate or grant a
security interest in all or substantially all of the Holding LP’s assets (including for the benefit of persons who are not the
Holding LP or the Holding LP’s subsidiaries) without that approval. Our company may also sell all or substantially all of the
Holding LP’s assets under any forced sale of any or all of the Holding LP’s assets pursuant to the foreclosure or other realization
upon those encumbrances without that approval.
Election to be Treated as a Corporation
If we determine that it is no longer in the Holding LP’s best interests to continue as a partnership for U.S. federal income
tax purposes, we may elect to treat the Holding LP as an association or as a publicly traded partnership taxable as a corporation
for U.S. federal (and applicable state) income tax purposes.
Brookfield Business Partners
159
Dissolution
The Holding LP will dissolve and its affairs will be wound up upon the earlier of: (i) the service of notice by our
company, with the approval of a majority of the members of the independent directors of the BBU General Partner, that in our
opinion the coming into force of any law, regulation or binding authority renders illegal or impracticable the continuation of the
Holding LP; (ii) the election of our company if the Holding LP, as determined by our company, is required to register as an
“investment company” under the Investment Company Act or similar legislation in other jurisdictions; (iii) the date that our
company withdraws from the Holding LP (unless a successor entity becomes the managing general partner of the Holding LP as
described below under “-Withdrawal of the Managing General Partner”); (iv) the date on which any court of competent
jurisdiction enters a decree of judicial dissolution of the Holding LP or an order to wind-up or liquidate our company without the
appointment of a successor in compliance with the provisions of the Holding LP Limited Partnership Agreement that are
described below under “-Withdrawal of the Managing General Partner”; or (v) the date on which our company decides to dispose
of, or otherwise realize proceeds in respect of, all or substantially all of the Holding LP’s assets in a single transaction or series of
transactions.
The Holding LP will be reconstituted and continue without dissolution if within 30 days of the date of dissolution
(and provided that a notice of dissolution with respect to the Holding LP has not been provided to the Bermuda Monetary
Authority), a successor managing general partner executes a transfer deed pursuant to which the new managing general partner
assumes the rights and undertakes the obligations of the original managing general partner, but only if the Holding LP receives an
opinion of counsel that the admission of the new managing general partner will not result in the loss of limited liability of any
limited partner of the Holding LP.
Withdrawal of the Managing General Partner
Our company may withdraw as managing general partner of the Holding LP without first obtaining approval of
unitholders of the Holding LP by giving written notice, and that withdrawal will not constitute a violation of the Holding LP
Limited Partnership Agreement.
Upon the withdrawal of our company, the holders of at least a majority of outstanding Special LP Units may select a
successor to that withdrawing managing general partner. If a successor is not selected, or is selected but an opinion of counsel
regarding limited liability, tax matters and the Investment Company Act (and similar legislation in other jurisdictions) cannot be
obtained, the Holding LP will be dissolved, wound up and liquidated.
Our company may not be removed as managing general partner by the partners of the Holding LP.
In the event of the withdrawal of a managing general partner as a result of certain events relating to the bankruptcy,
insolvency or dissolution of that managing general partner, which withdrawal will violate the Holding LP Limited Partnership
Agreement, a successor managing general partner will have the option to purchase the Managing General Partner Units of the
departing managing general partner for a cash payment equal to its fair market value. Under all other circumstances where a
managing general partner withdraws, the departing managing general partner will have the option to require the successor
managing general partner to purchase the Managing General Partner Units of the departing managing general partner for a cash
payment equal to its fair market value. In each case, this fair market value will be determined by agreement between the departing
managing general partner and the successor managing general partner. If no agreement is reached within 30 days of the managing
general partner’s departure, an independent investment banking firm or other independent expert selected by the departing
managing general partner and the successor managing general partner will determine the fair market value. If the departing
managing general partner and the successor managing general partner cannot agree upon an expert within 45 days of the
managing general partner’s departure, then an expert chosen by agreement of the experts selected by each of them will determine
the fair market value.
If the option described above is not exercised by either the departing managing general partner or the successor
managing general partner, the departing managing general partner’s Managing General Partner Units will automatically convert
into units pursuant to a valuation of those interests as determined by an investment banking firm or other independent expert
selected in the manner described in the preceding paragraph.
160
Brookfield Business Partners
Transfer of the Managing General Partner Units
Our company may transfer all or any part of its Managing General Partner Units without first obtaining approval of any
unitholder of the Holding LP. As a condition of this transfer, the transferee must: (i) agree to assume and be bound by the rights
and duties of the managing general partner to whose interest that transferee has succeeded; (ii) agree to assume and be bound by
the provisions of the Holding LP Limited Partnership Agreement; and (iii) furnish an opinion of counsel regarding limited
liability, tax matters and the Investment Company Act (and similar legislation in other jurisdictions). Any transfer of the
Managing General Partner Units is subject to prior notice to and approval of the relevant Bermuda regulatory authorities. At any
time, the BBU General Partner may transfer all or any part of its general partnership interests in our company without the
approval of our unitholders as described under Item 10.B., “Memorandum and Articles of Association-Description of our Units
and our Limited Partnership Agreement - Transfer of the General Partnership Interest”.
Transactions with Interested Parties
Our company, its affiliates and their respective partners, members, directors, officers, employees and shareholders,
which we refer to as “interested parties”, may become limited partners or beneficially interested in limited partners and may hold,
dispose of or otherwise deal with units of the Holding LP with the same rights they would have if our company and the BBU
General Partner were not a party to the Holding LP Limited Partnership Agreement. An interested party will not be liable to
account either to other interested parties or to the Holding LP, its partners or any other persons for any profits or benefits made or
derived by or in connection with any such transaction.
The Holding LP Limited Partnership Agreement permits an interested party to sell investments to, purchase assets from,
vest assets in and enter into any contract, arrangement or transaction with our company, the Holding LP, any of the Holding
Entities, any operating business or, in general, any entity established by the Holding LP and may be interested in any such
contract, transaction or arrangement and shall not be liable to account either to the Holding LP, any of the Holding Entities, any
operating business or, in general, any entity established by the Holding LP or any other person in respect of any such contract,
transaction or arrangement, or any benefits or profits made or derived therefrom, by virtue only of the relationship between the
parties concerned, subject to the bye-laws of the BBU General Partner.
Outside Activities of the Managing General Partner
In accordance with our Limited Partnership Agreement, our company is authorized to: (i) acquire and hold interests in
the Holding LP and, subject to the approval of the BBU General Partner, interests in any other entity; (ii) engage in any activity
related to the capitalization and financing of our company’s interests in the Holding LP and such other entities; (iii) serve as the
managing general partner of the Holding LP and execute and deliver, and perform the functions of a managing general partner
specified in, the Holding LP Limited Partnership Agreement; and (iv) engage in any activity that is incidental to or in furtherance
of the foregoing and that is approved by the BBU General Partner and that lawfully may be conducted by a limited partnership
organized under the Bermuda Limited Partnership Act 1883, the Bermuda Exempted Partnerships Act 1992 and our Limited
Partnership Agreement.
The Holding LP Limited Partnership Agreement provides that each person who is entitled to be indemnified by the
Holding LP, as described below under “-Indemnification; Limitations on Liability”, will have the right to engage in businesses of
every type and description and other activities for profit, and to engage in and possess interests in business ventures of any and
every type or description, irrespective of whether: (i) such businesses and activities are similar to our activities; or (ii) such
businesses and activities directly compete with, or disfavor or exclude, the BBU General Partner, our company, the Holding LP,
any Holding Entity, any operating business, or, in general, any entity established by the Holding LP. Such business interests,
activities and engagements will be deemed not to constitute a breach of the Holding LP Limited Partnership Agreement or any
duties stated or implied by law or equity, including fiduciary duties, owed to any of the BBU General Partner, our company, the
Holding LP, any Holding Entity, any operating business and, in general, any entity established by the Holding LP (or any of their
respective investors) and shall be deemed not to be a breach of our company’s fiduciary duties or any other obligation of any type
whatsoever of our company. None of the BBU General Partner, our company, the Holding LP, any Holding Entity, operating
business, or, in general, any entity established by the Holding LP or any other person shall have any rights by virtue of the
Holding LP Limited Partnership Agreement or our company relationship established thereby or otherwise in any business
ventures of any person who is entitled to be indemnified by the Holding LP as described below under “-Indemnification;
Limitations on Liability”.
Brookfield Business Partners
161
Our company and the other indemnified persons described in the preceding paragraph do not have any obligation under
the Holding LP Limited Partnership Agreement or as a result of any duties stated or implied by law or equity, including fiduciary
duties, to present business or investment opportunities to the Holding LP, the limited partners of the Holding LP, any Holding
Entity, any operating business or, in general, any entity established by the Holding LP. These provisions do not affect any
obligation of such indemnified person to present business or acquisition opportunities to our company, the Holding LP, any
Holding Entity, any operating business or, in general, any entity established by the Holding LP pursuant to the Relationship
Agreement or any separate written agreement between such persons.
Accounts, Reports and Other Information
Under the Holding LP Limited Partnership Agreement, our company is required to prepare financial statements in
accordance with IFRS or such other appropriate accounting principles as determined from time to time by our company, in its sole
discretion.
Our company is also required to use commercially reasonable efforts to prepare and send to the limited partners of the
Holding LP on an annual basis a Schedule K-1 (or equivalent). Our company will also, where reasonably possible and applicable,
prepare and send information required by the non-U.S. limited partners of the Holding LP for U.S. federal income tax reporting
purposes.
Indemnification; Limitations on Liability
Under the Holding LP Limited Partnership Agreement, it is required to indemnify to the fullest extent permitted by law
the BBU General Partner, our company and any of their respective affiliates (and their respective officers, directors, agents,
shareholders, partners, members and employees), any person who serves on the board of directors or other governing body of the
Holding LP, a Holding Entity, an operating business or, in general, any entity established by our company and any other person
designated by its general partner as an indemnified person, in each case, against any and all losses, claims, damages, liabilities,
costs and expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising
from any and all claims, demands, actions, suits or proceedings whether civil, criminal, administrative or investigative, incurred
by an indemnified person in connection with our company’s investments and activities or by reason of their holding such
positions, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from
the indemnified person’s bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified
person knew to have been unlawful. In addition, under the Holding LP Limited Partnership Agreement: (i) the liability of such
persons has been limited to the fullest extent permitted by law, except to the extent that their conduct involves bad faith, fraud or
willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful; and
(ii) any matter that is approved by the independent directors will not constitute a breach of any duties stated or implied by law or
equity, including fiduciary duties. The Holding LP Limited Partnership Agreement requires Holding LP to advance funds to pay
the expenses of an indemnified person in connection with a matter in which indemnification may be sought until it is determined
that the indemnified person is not entitled to indemnification.
Governing Law
The Holding LP Limited Partnership Agreement is governed by and will be construed in accordance with the laws
of Bermuda.
BBUC
BBUC is a Canadian corporation established on June 21, 2021 under the laws of British Columbia by the partnership as a
vehicle to own and operate certain services and industrials operations on a global basis and an alternative vehicle for investors
who prefer investing in our group’s operations through a corporate structure. Its initial operations consist of certain services and
industrial operations acquired from the partnership, which include a healthcare services business with operations in Australia; a
construction services business with operations primarily in the United Kingdom and Australia; a global nuclear technology
services provider; and a water and wastewater service provider in Brazil. Upon Brookfield’s recommendation and allocation of
opportunities to BBUC, it is intended that BBUC will seek acquisition opportunities in other sectors with similar attributes and in
which an operations-oriented approach to create value can be deployed.
Each BBUC exchangeable share has been structured with the intention of providing an economic return equivalent to one
unit (subject to adjustment to reflect certain capital events). BBUC will target to pay dividends per BBUC exchangeable share that
are identical to the distributions per unit, and each BBUC exchangeable share will be exchangeable at the option of the holder for
one unit (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the
election of BBUC). The partnership may elect to satisfy the exchange obligation by acquiring such tendered BBUC exchangeable
shares for an equivalent number of units (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of
payment to be determined at the election of our group). BBUC and the partnership currently intend to satisfy any exchange
162
Brookfield Business Partners
requests on the BBUC exchangeable shares through the delivery of units rather than cash. Our group therefore expects that the
market price of the BBUC exchangeable shares will be significantly impacted by the market price of the units and the combined
business performance of our group as a whole. However, there are certain material differences between the rights of holders of
BBUC exchangeable shares and holders of the units under the governing documents of BBUC and the partnership and applicable
law, such as the right of holders of BBUC exchangeable shares to request an exchange of their BBUC exchangeable shares for an
equivalent number of units or its cash equivalent (the form of payment to be determined at the election of our group) and the
redemption right of BBUC.
Further, the BBUC exchangeable shares are held by public shareholders and Brookfield, and the class B shares and class C
shares are held by our partnership. Dividends on each BBUC exchangeable share are expected to be declared and paid at the same
time and in the same amount per share as distributions on each partnership unit. The partnership’s ownership of class C shares
entitle it to receive dividends as and when declared by the BBUC board of directors. The holders of the BBUC exchangeable
shares will be entitled to one vote for each BBUC exchangeable share held at all meetings of BBUC shareholders, except for
meetings at which only holders of another specified class or series of shares of BBUC are entitled to vote separately as a class or
series. The holders of the class B shares will be entitled to cast, in the aggregate, a number of votes equal to three times the
number of votes attached to the BBUC exchangeable shares. Except as otherwise expressly provided in the BBUC articles or as
required by law, the holders of BBUC exchangeable shares and class B shares will vote together and not as separate classes.
Holders of class C shares will have no voting rights.
BBUC’s authorized share capital consists of (i) an unlimited number of BBUC exchangeable shares; (ii) an unlimited
number of class B shares; (iii) an unlimited number of class C shares; (iv) an unlimited number of class A senior preferred shares
(issuable in series); and (v) an unlimited number of class B junior preferred shares (issuable in series), which, together with the
class A senior preferred shares, are referred to as the preferred shares.
As at the date of this Form 20-F, there are 73.0 million BBUC exchangeable shares, one class B share and 25.9 million
class C shares issued and outstanding. The BBUC exchangeable shares are listed on the TSX and on the NYSE under the symbol
“BBUC”.
10.C. MATERIAL CONTRACTS
The following are the only material contracts, other than the contracts entered into in the ordinary course of business,
which have been entered into by us since our formation or which are proposed to be entered into by us:
1. Master Services Agreement, dated June 1, 2016, by and among Brookfield Asset Management, Brookfield Business
Partners L.P. and the other parties thereto, as amended from time to time, described under the heading Item 7.B.,
“Related Party Transactions - Our Master Services Agreement”;
2. Relationship Agreement, dated June 1, 2016, by and among Brookfield Asset Management, our company, the
Holding LP, the Holding Entities and the Service Providers, as amended, described under the heading Item 7.B.,
“Related Party Transactions - Relationship Agreement”;
3. Registration Rights Agreement, dated June 1, 2016, between our company and Brookfield Asset Management
described under the heading Item 7.B., “Related Party Transactions - Registration Rights Agreement”;
4. Fourth Amended and Restated Credit Agreement, dated March 15, 2022, by and among Brookfield Business L.P.,
Brookfield BBP Canada Holdings Inc., Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings
LLC and the other borrowers thereto, Brookfield Business Partners L.P., BBUC Holdings Inc. and BPEG US Inc.
described under the heading Item 7.B., “Related Party Transactions - Credit Facilities”;
5. Amended and Restated Limited Partnership Agreement of Brookfield Business L.P., dated May 31, 2016, as thereafter
amended, described under the heading Item 10.B., “Memorandum and Articles of Association - Description of our
Units and our Limited Partnership Agreement”;
6. Amended and Restated Limited Partnership Agreement of Brookfield Business LP, dated May 31, 2016, as thereafter
amended, described under the heading Item 10.B., “Memorandum and Articles of Association - Description of the
Holding LP Limited Partnership Agreement”;
7. Voting Agreement, dated June 1, 2016, by and among Brookfield Asset Management, Brookfield CanGP Limited,
Brookfield BBP Canadian GP LP and CanHoldco described under the heading Item 7.B., “Related Party Transactions -
Voting Agreements”; and
8. Trade-Mark Sublicense Agreement by and among Brookfield Asset Management Holdings Ltd., Brookfield Business
Partners L.P., and Brookfield Business LP., dated May 24, 2016.
Brookfield Business Partners
163
Copies of the agreements noted above are available, free of charge, from the BBU General Partner and are available
electronically on the website of the SEC at www.sec.gov and on our SEDAR profile at www.sedar.com. Written requests for such
documents should be directed to our Corporate Secretary at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda.
10.D. EXCHANGE CONTROLS
There are currently no governmental laws, decrees, regulations or other legislation of Bermuda which restrict the import
or export of capital or the remittance of dividends, interest or other payments to non-residents of Bermuda holding our units.
10.E. TAXATION
The following summary discusses certain material U.S., Canadian, and Bermudian tax considerations related to the
holding and disposition of our units as of the date hereof. Prospective purchasers of our units are advised to consult their own tax
advisers concerning the consequences under the tax laws of the country of which they are resident or in which they are otherwise
subject to tax of making an investment in our units.
Certain Material U.S. Federal Income Tax Considerations
The following is a summary of certain material U.S. federal income tax considerations to unitholders relating to the
receipt, holding and disposition of our units as of the date hereof. This summary is based on provisions of the U.S. Internal
Revenue Code, on the regulations promulgated thereunder, or Treasury Regulations, and on published administrative rulings,
judicial decisions and other applicable authorities, all as in effect on the date hereof and all of which are subject to change at any
time, possibly with retroactive effect. This summary is necessarily general and may not apply to all categories of investors, some
of whom may be subject to special rules, including, without limitation, persons that own (directly, indirectly or constructively,
applying certain attribution rules) 5% or more of our units, dealers in securities or currencies, financial institutions or financial
services entities, mutual funds, life insurance companies, persons that hold our units as part of a straddle, hedge, constructive sale
or conversion transaction with other investments, persons whose units are loaned to a short seller to cover a short sale of units,
persons whose functional currency is not the U.S. dollar, persons who have elected mark-to-market accounting, persons who hold
our units through a partnership or other entity treated as a pass-through entity for U.S. federal income tax purposes, persons for
whom our units are not a capital asset, persons who are liable for the alternative minimum tax and certain U.S. expatriates or
former long-term residents of the United States. Tax-exempt organizations are addressed separately below. The actual tax
consequences of the ownership and disposition of our units will vary depending on your individual circumstances.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of one or more of our units that is for U.S. federal
tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for
U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District
of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust
(a) that is subject to the primary supervision of a court within the United States and all substantial decisions of which one or more
U.S. persons have the authority to control or (b) that has a valid election in effect under applicable Treasury Regulations to be
treated as a U.S. person.
A “Non-U.S. Holder” is a beneficial owner of one or more of our units, other than a U.S. Holder or an entity classified as
a partnership or other fiscally transparent entity for U.S. federal tax purposes.
If a partnership holds our units, the tax treatment of a partner of such partnership generally will depend upon the status of
the partner and the activities of the partnership. Partners of partnerships that hold our units should consult their own tax advisers.
This discussion does not constitute tax advice and is not intended to be a substitute for tax planning. You should consult
your own tax adviser concerning the U.S. federal, state and local income tax consequences particular to your ownership
and disposition of our units, as well as any tax consequences under the laws of any other taxing jurisdiction.
Partnership Status of Our Company and the Holding LP
Each of our company and the Holding LP has made a protective election to be classified as a partnership for U.S. federal
tax purposes. An entity that is treated as a partnership for U.S. federal tax purposes generally incurs no U.S. federal income tax
liability. Instead, each partner is generally required to take into account its allocable share of items of income, gain, loss,
deduction or credit of the partnership in computing its U.S. federal income tax liability, regardless of whether cash distributions
are made. Distributions of cash by a partnership to a partner generally are not taxable unless the amount of cash distributed to a
partner is in excess of the partner’s adjusted basis in its partnership interest.
164
Brookfield Business Partners
An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes may nonetheless be
taxable as a corporation if it is a “publicly traded partnership”, unless an exception applies. Our company is publicly traded.
However, an exception, referred to as the “Qualifying Income Exception”, exists with respect to a publicly traded partnership if (i)
at least 90% of such partnership’s gross income for every taxable year consists of “qualifying income” and (ii) the partnership
would not be required to register under the Investment Company Act if it were a U.S. corporation. Qualifying income includes
certain interest income, dividends, real property rents, gains from the sale or other disposition of real property and any gain from
the sale or disposition of a capital asset or other property held for the production of income that otherwise constitutes qualifying
income.
The BBU General Partner intends to manage the affairs of our company and the Holding LP so that our company will
meet the Qualifying Income Exception in each taxable year. Accordingly, the BBU General Partner believes that our company
will be treated as a partnership and not as an association taxable as a corporation for U.S. federal income tax purposes.
If our company fails to meet the Qualifying Income Exception, other than a failure which is determined by the IRS to be
inadvertent and which is cured within a reasonable time after discovery, or if our company is required to register under the
Investment Company Act, our company will be treated as if it had transferred all of its assets, subject to liabilities, to a newly
formed corporation, on the first day of the year in which our company fails to meet the Qualifying Income Exception, in return for
stock in such corporation, and then distributed the stock to our unitholders in liquidation. This deemed contribution and
liquidation could result in the recognition of gain (but not loss) to U.S. Holders, except that U.S. Holders generally would not
recognize the portion of such gain attributable to stock or securities of non-U.S. corporations held by us. If, at the time of such
contribution, our company were to have liabilities in excess of the tax basis of its assets, U.S. Holders generally would recognize
gain in respect of such excess liabilities upon the deemed transfer. Thereafter, our company would be treated as a corporation for
U.S. federal income tax purposes.
If our company were treated as a corporation in any taxable year, either as a result of a failure to meet the Qualifying
Income Exception or otherwise, our company’s items of income, gain, loss, deduction or credit would be reflected only on our
company’s tax return rather than being passed through to our unitholders, and our company would be subject to U.S. corporate
income tax and potentially branch profits tax with respect to its income, if any, effectively connected with a U.S. trade or
business. Moreover, under certain circumstances, our company might be classified as a PFIC for U.S. federal income tax
purposes, and a U.S. Holder would be subject to the rules applicable to PFICs discussed below. See “-Consequences to U.S.
Holders-Passive Foreign Investment Companies”. Subject to the PFIC rules, distributions made to U.S. Holders would be treated
as taxable dividend income to the extent of our company’s current or accumulated earnings and profits. Any distribution in excess
of current and accumulated earnings and profits would first be treated as a tax-free return of capital to the extent of a U.S.
Holder’s adjusted tax basis in its units. Thereafter, to the extent such distribution were to exceed a U.S. Holder’s adjusted tax
basis in its units, the distribution would be treated as a gain from the sale or exchange of such units. The amount of a distribution
treated as a dividend could be eligible for reduced rates of taxation, provided certain conditions are met. In addition, dividends,
interest and certain other passive income received by our company with respect to U.S. subsidiaries generally would be subject to
U.S. withholding tax at a rate of 30% (although certain Non-U.S. Holders nevertheless might be entitled to certain treaty benefits
in respect of their allocable share of such income) and U.S. Holders would not be allowed a tax credit with respect to any such tax
withheld. In addition, the “portfolio interest” exemption would not apply to certain interest income of our company (although
certain Non-U.S. Holders nevertheless might be entitled to certain treaty benefits in respect of their allocable share of such
income). Depending on the circumstances, additional adverse U.S. federal income tax consequences could result under the anti-
inversion rules described in Section 7874 of the U.S. Internal Revenue Code, the Treasury Regulations under Section 385 of the
U.S. Internal Revenue Code, or other provisions of the U.S. Internal Revenue Code, as implemented by the Treasury Regulations
and IRS administrative guidance.
Based on the foregoing consequences, the treatment of our company as a corporation could materially reduce a holder’s
after-tax return and therefore could result in a substantial reduction of the value of our units. If the Holding LP were to be treated
as a corporation for U.S. federal income tax purposes, consequences similar to those described above would apply.
The remainder of this summary assumes that our company and the Holding LP will be treated as partnerships for U.S.
federal tax purposes. Our company expects that a substantial portion of the items of income, gain, deduction, loss or credit
realized by our company will be realized in the first instance by the Holding LP and allocated to our company for reallocation to
our unitholders. Unless otherwise specified, references in this section to realization of our company’s items of income, gain, loss,
deduction or credit include a realization of such items by the Holding LP and the allocation of such items to our company.
Brookfield Business Partners
165
Consequences to U.S. Holders
Holding of Our Units
Income and Loss
If you are a U.S. Holder, you will be required to take into account, as described below, your allocable share of our
company’s items of income, gain, loss, deduction and credit for each of our company’s taxable years ending with or within your
taxable year. Each item generally will have the same character and source as though you had realized the item directly. You must
report such items without regard to whether any distribution has been or will be received from our company. Our company
intends to make cash distributions to all unitholders on a quarterly basis in amounts generally expected to be sufficient to permit
U.S. Holders to fund their estimated U.S. tax obligations (including U.S. federal, state and local income taxes) with respect to
their allocable shares of our company’s net income or gain. However, based upon your particular tax situation and simplifying
assumptions that our company will make in determining the amount of such distributions, and depending upon whether you elect
to reinvest such distributions pursuant to the distribution reinvestment plan, if available, your tax liability might exceed cash
distributions made to you, in which case any tax liabilities arising from your ownership of our units would need to be satisfied
from your own funds.
With respect to U.S. Holders who are individuals, certain dividends paid by a corporation (including certain qualified
foreign corporations) to our company and that are allocable to such U.S. Holders may qualify for reduced rates of taxation. A
qualified foreign corporation includes a foreign corporation that is eligible for the benefits of specified income tax treaties with
the United States. In addition, a foreign corporation is treated as a qualified corporation with respect to its shares that are readily
tradable on an established securities market in the United States. Among other exceptions, U.S. Holders who are individuals will
not be eligible for reduced rates of taxation on any dividends if the payer is a PFIC for the taxable year in which such dividends
are paid or for the preceding taxable year. Dividends received by non-corporate U.S. Holders may be subject to an additional
Medicare tax on unearned income of 3.8% (see “-Medicare Tax” below). U.S. Holders that are corporations may be entitled to a
“dividends received deduction” in respect of dividends paid by U.S. corporations in which our company (through the Holding LP)
owns stock. You should consult your own tax adviser regarding the application of the foregoing rules in light of your particular
circumstances.
For U.S. federal income tax purposes, your allocable share of our company’s items of income, gain, loss, deduction or
credit will be governed by our Limited Partnership Agreement if such allocations have “substantial economic effect” or are
determined to be in accordance with your interest in our company. Similarly, our company’s allocable share of items of income,
gain, loss, deduction or credit of the Holding LP will be governed by the Holding LP Limited Partnership Agreement if such
allocations have “substantial economic effect” or are determined to be in accordance with our company’s interest in the Holding
LP. The BBU General Partner believes that, for U.S. federal income tax purposes, such allocations should be given effect, and the
BBU General Partner intends to prepare and file tax returns based on such allocations. If the IRS were to successfully challenge
the allocations made pursuant to either our Limited Partnership Agreement or the Holding LP Limited Partnership Agreement,
then the resulting allocations for U.S. federal income tax purposes might be less favorable than the allocations set forth in such
agreements.
Basis
In general, you will have an initial tax basis in your units equal to the sum of (i) the amount of cash paid for our units and
(ii) your share of our company’s liabilities, if any. That basis will be increased by your share of our company’s income and by
increases in your share of our company’s liabilities, if any. That basis will be decreased, but not below zero, by distributions you
receive from our company, by your share of our company’s losses and by any decrease in your share of our company’s liabilities.
Under applicable U.S. federal income tax rules, a partner in a partnership has a single, or “unitary”, tax basis in his or her
partnership interest. As a result, any amount you pay to acquire additional units (including through the distribution reinvestment
plan, if available) will be averaged with the adjusted tax basis of units owned by you prior to the acquisition of such additional
units.
For purposes of the foregoing rules, the rules discussed immediately below, and the rules applicable to a sale or exchange
of our units, our company’s liabilities generally will include our company’s share of any liabilities of the Holding LP.
166
Brookfield Business Partners
Limits on Deductions for Losses and Expenses
Your deduction of your allocable share of our company’s losses will be limited to your tax basis in our units and, if you
are an individual or a corporate holder that is subject to the “at risk” rules, to the amount for which you are considered to be “at
risk” with respect to our company’s activities, if that is less than your tax basis. In general, you will be at risk to the extent of your
tax basis in our units, reduced by (i) the portion of that basis attributable to your share of our company’s liabilities for which you
will not be personally liable (excluding certain qualified non-recourse financing) and (ii) any amount of money you borrow to
acquire or hold our units, if the lender of those borrowed funds owns an interest in our company, is related to you, or can look
only to your units for repayment. Your at-risk amount generally will increase by your allocable share of our company’s income
and gain and decrease by distributions you receive from our company and your allocable share of losses and deductions. You
must recapture losses deducted in previous years to the extent that distributions cause your at-risk amount to be less than zero at
the end of any taxable year. Losses disallowed or recaptured as a result of these limitations will carry forward and will be
allowable to the extent that your tax basis or at-risk amount, whichever is the limiting factor, subsequently increases. Upon the
taxable disposition of our units, any gain recognized by you can be offset by losses that were previously suspended by the at-risk
limitation, but may not be offset by losses suspended by the basis limitation. Any excess loss above the gain previously suspended
by the at-risk or basis limitations may no longer be used. An additional limitation may apply to the deduction of certain “excess
business losses” by non-corporate U.S. Holders for taxable years beginning after December 31, 2020, and before January 1, 2027.
You should consult your own tax adviser regarding the limitations on the deductibility of losses under the U.S. Internal Revenue
Code.
Limitations on Deductibility of Organizational Expenses and Syndication Fees
In general, neither our company nor any U.S. Holder may deduct organizational or syndication expenses. Similar rules
apply to organizational or syndication expenses incurred by the Holding LP. Syndication fees (which would include any sales or
placement fees or commissions) must be capitalized and cannot be amortized or otherwise deducted.
Limitations on Interest Deductions
Your share of our company’s interest expense, if any, is likely to be treated as “investment interest” expense. For a non-
corporate U.S. Holder, the deductibility of “investment interest” expense generally is limited to the amount of such holder’s “net
investment income”. Net investment income includes gross income from property held for investment and amounts treated as
portfolio income under the passive loss rules, less deductible expenses, other than interest, directly connected with the production
of investment income, but generally does not include gains attributable to the disposition of property held for investment. Your
share of our company’s dividend and interest income will be treated as investment income, although “qualified dividend income”
subject to reduced rates of tax in the hands of an individual will only be treated as investment income if such individual elects to
treat such dividend as ordinary income not subject to reduced rates of tax. In addition, state and local tax laws may disallow
deductions for your share of our company’s interest expense. Under Section 163(j) of the U.S. Internal Revenue Code, additional
limitations may apply to a corporate U.S. Holder’s share of our company’s interest expense, if any.
Deductibility of Partnership Investment Expenditures by Individual Partners and by Trusts and Estates
Individuals and certain estates and trusts are not permitted to claim miscellaneous itemized deductions for taxable years
beginning after December 31, 2017, and before January 1, 2026. Such miscellaneous itemized deductions may include the
operating expenses of our company, including our company’s allocable share of the base management fee or any other
management fees.
Treatment of Distributions
Distributions of cash by our company generally will not be taxable to you to the extent of your adjusted tax basis
(described above) in our units. Any cash distributions in excess of your adjusted tax basis generally will be considered to be gain
from the sale or exchange of our units (described below). Such gain generally will be treated as capital gain and will be long-term
capital gain if your holding period for our units exceeds one year. A reduction in your allocable share of our liabilities, and certain
distributions of marketable securities by our company, if any, will be treated similar to cash distributions for U.S. federal income
tax purposes.
Sale or Exchange of Our Units
You will recognize gain or loss on the sale or taxable exchange of our units equal to the difference, if any, between the
amount realized and your tax basis in our units sold or exchanged. Your amount realized will be measured by the sum of the cash
or the fair market value of other property received plus your share of our company’s liabilities, if any.
Brookfield Business Partners
167
Gain or loss recognized by you upon the sale or exchange of our units generally will be taxable as capital gain or loss and
will be long-term capital gain or loss if our units were held for more than one year as of the date of such sale or exchange.
Assuming you have not elected to treat your share of our company’s interest in any PFIC as a “qualified electing fund”, gain
attributable to such interest in a PFIC would be taxable in the manner described below in “-Passive Foreign Investment
Companies”. In addition, certain gain attributable to “unrealized receivables” or “inventory items” could be characterized as
ordinary income rather than capital gain. For example, if our company were to hold debt acquired at a market discount, accrued
market discount on such debt would be treated as “unrealized receivables”. The deductibility of capital losses is subject to
limitations.
Each U.S. Holder who acquires our units at different times and intends to sell all or a portion of our units within a year of
the most recent purchase should consult its own tax adviser regarding the application of certain “split holding period” rules to
such sale and the treatment of any gain or loss as long-term or short-term capital gain or loss.
Medicare Tax
U.S. Holders that are individuals, estates or trusts may be required to pay a 3.8% Medicare tax on the lesser of (i) the
excess of such U.S. Holders’ “modified adjusted gross income” (or “adjusted gross income” in the case of estates and trusts) over
certain thresholds and (ii) such U.S. Holders’ “net investment income” (or “undistributed net investment income” in the case of
estates and trusts). Net investment income generally includes your allocable share of our company’s income, as well as gain
realized by you from a sale of our units. You should consult your own tax adviser regarding the implications of the 3.8%
Medicare tax for your ownership and disposition of our units.
Foreign Tax Credit Limitations
If you are a U.S. Holder, you generally will be entitled to a foreign tax credit with respect to your allocable share of
creditable foreign taxes paid on our company’s income and gain. Complex rules may, depending on your particular
circumstances, limit the availability or use of foreign tax credits. Gain from the sale of our company’s assets may be treated as
U.S.-source gain. Consequently, you may not be able to use the foreign tax credit arising from any foreign taxes imposed on such
gain unless the credit can be applied (subject to applicable limitations) against U.S. tax due on other income treated as derived
from foreign sources. Certain losses that our company incurs may be treated as foreign-source losses, which could reduce the
amount of foreign tax credits otherwise available.
Deduction for Qualified Business Income
For taxable years beginning after December 31, 2017, and before January 1, 2026, U.S. taxpayers who have domestic
“qualified business income” from a partnership generally are entitled to deduct the lesser of such qualified business income or
20% of taxable income. The 20% deduction is also allowed for “qualified publicly traded partnership income”. A U.S. Holder’s
allocable share of our company’s income is not expected to be treated as qualified business income or as qualified publicly traded
partnership income.
Section 754 Election
Our company and the Holding LP have each made the election permitted by Section 754 of the U.S. Internal Revenue
Code, or Section 754 Election. The Section 754 Election cannot be revoked without the consent of the IRS. The Section 754
Election generally requires our company to adjust the tax basis in its assets, or inside basis, attributable to a transferee of our units
under Section 743(b) of the U.S. Internal Revenue Code to reflect the purchase price paid by the transferee for our units. This
election does not apply to a person who purchases units directly from us. For purposes of this discussion, a transferee’s inside
basis in our company’s assets will be considered to have two components: (i) the transferee’s share of our company’s tax basis in
our company’s assets, or common basis, and (ii) the adjustment under Section 743(b) of the U.S. Internal Revenue Code to that
basis. The foregoing rules would also apply to the Holding LP.
Generally, a Section 754 Election would be advantageous to a transferee U.S. Holder if such holder’s tax basis in its
units were higher than such units’ share of the aggregate tax basis of our company’s assets immediately prior to the transfer. In
that case, as a result of the Section 754 Election, the transferee U.S. Holder would have a higher tax basis in its share of our
company’s assets for purposes of calculating, among other items, such holder’s share of any gain or loss on a sale of our
company’s assets. Conversely, a Section 754 Election would be disadvantageous to a transferee U.S. Holder if such holder’s tax
basis in its units were lower than such units’ share of the aggregate tax basis of our company’s assets immediately prior to the
transfer. Thus, the fair market value of our units may be affected either favorably or adversely by the election.
Whether or not the Section 754 Election is made, if our units are transferred at a time when our company has a
“substantial built-in loss” in its assets, our company will be obligated to reduce the tax basis in the portion of such assets
attributable to such units.
168
Brookfield Business Partners
The calculations involved in the Section 754 Election are complex, and the BBU General Partner advises that it will
make such calculations on the basis of assumptions as to the value of our company assets and other matters. Each U.S. Holder
should consult its own tax adviser as to the effects of the Section 754 Election.
Uniformity of Our Units
Because we cannot match transferors and transferees of our units, we must maintain the uniformity of the economic and
tax characteristics of our units to a purchaser of our units. In the absence of uniformity, we may be unable to comply fully with a
number of U.S. federal income tax requirements. A lack of uniformity can result from a literal application of certain Treasury
Regulations to our company’s Section 743(b) adjustments, a determination that our company’s Section 704(c) allocations are
unreasonable or other reasons. Section 704(c) allocations would be intended to reduce or eliminate the disparity between tax basis
and the value of our company’s assets in certain circumstances, including on the issuance of additional units. In order to maintain
the fungibility of all of our units at all times, we will seek to achieve the uniformity of U.S. tax treatment for all purchasers of our
units which are acquired at the same time and price (irrespective of the identity of the particular seller of our units or the time
when our units are issued by our company), through the application of certain tax accounting principles that the BBU General
Partner believes are reasonable for our company. However, the IRS may disagree with us and may successfully challenge our
application of such tax accounting principles. Any non-uniformity could have a negative impact on the value of our units.
Foreign Currency Gain or Loss
Our company’s functional currency is the U.S. dollar, and our company’s income or loss is calculated in U.S. dollars. It
is likely that our company will recognize “foreign currency” gain or loss with respect to transactions involving non-U.S. dollar
currencies. In general, foreign currency gain or loss is treated as ordinary income or loss. You should consult your own tax
adviser regarding the tax treatment of foreign currency gain or loss.
Passive Foreign Investment Companies
U.S. Holders may be subject to special rules applicable to indirect investments in foreign corporations, including an
investment through our company in a PFIC. A PFIC is defined as any foreign corporation with respect to which (after applying
certain look-through rules) either (i) 75% or more of its gross income for a taxable year is “passive income” or (ii) 50% or more
of its assets in any taxable year produce or are held for the production of “passive income”. There are no minimum stock
ownership requirements for PFICs. If you hold an interest in a foreign corporation for any taxable year during which the
corporation is classified as a PFIC with respect to you, then the corporation will continue to be classified as a PFIC with respect to
you for any subsequent taxable year during which you continue to hold an interest in the corporation, even if the corporation’s
income or assets would not cause it to be a PFIC in such subsequent taxable year, unless an exception applies.
Subject to certain elections described below, any gain on the disposition of stock of a PFIC owned by you indirectly
through our company, as well as income realized on certain “excess distributions” by such PFIC, would be treated as though
realized ratably over the shorter of your holding period of our units or our company’s holding period for the PFIC. Such gain or
income generally would be taxable as ordinary income, and dividends paid by the PFIC would not be eligible for the preferential
tax rates for dividends paid to non-corporate U.S. Holders. In addition, an interest charge would apply, based on the tax deemed
deferred from prior years.
If you were to elect to treat your share of our company’s interest in a PFIC as a “qualified electing fund”, or QEF
Election, for the first year you were treated as holding such interest, then in lieu of the tax consequences described in the
paragraph immediately above, you would be required to include in income each year a portion of the ordinary earnings and net
capital gains of the PFIC, even if not distributed to our company or to you. A QEF Election must be made by you on an entity-by-
entity basis. To the extent reasonably practicable, we intend to timely provide you with information related to the PFIC status of
each entity we are able to identify as a PFIC, including information necessary to make a QEF Election with respect to each such
entity. Any such election should be made for the first year our company holds an interest in such entity or for the first year in
which you hold our units, if later.
In the case of a PFIC that is a publicly traded foreign company, and in lieu of making a QEF Election, an election may be
made to “mark to market” the stock of such publicly traded foreign company on an annual basis. Pursuant to such an election, you
would include in each year as ordinary income the excess, if any, of the fair market value of such stock over its adjusted basis at
the end of the taxable year. However, no assurance can be provided that any Holding Entity or operating business classified as a
PFIC will be publicly traded. Thus, the mark-to-market election may not be available to a U.S. Holder in respect of its indirect
ownership interest through our company in a PFIC.
Brookfield Business Partners
169
Based on our organizational structure, as well as our expected income and assets, the BBU General Partner currently
believes that a U.S. Holder is unlikely to be regarded as owning an interest in a PFIC solely by reason of owning our units for the
taxable year ending December 31, 2022. However, there can be no assurance that a future entity in which our company acquires
an interest will not be classified as a PFIC with respect to a U.S. Holder, because PFIC status is a factual determination that
depends on the assets and income of a given entity and must be made on an annual basis. Moreover, we may decide to hold an
existing or future operating business through a Holding Entity that would be a PFIC in order to ensure that our company satisfies
the Qualifying Income Exception, among other reasons. See “-Corporate Structure” below. Accordingly, there can be no
assurance that a current or future subsidiary will not qualify as a PFIC.
Subject to certain exceptions, a U.S. person who directly or indirectly owns an interest in a PFIC generally is required to
file an annual report with the IRS, and the failure to file such report could result in the imposition of penalties on such U.S. person
and in the extension of the statute of limitations with respect to federal income tax returns filed by such U.S. person. The
application of the PFIC rules to U.S. Holders is uncertain in certain respects. You should consult your own tax adviser regarding
the application of the PFIC rules, including the foregoing filing requirements and the advisability of making a QEF Election or a
mark-to-market election with respect to any PFIC in which you are treated as owning an interest through our company.
Corporate Structure
To ensure that our company meets the Qualifying Income Exception for publicly traded partnerships (discussed above)
and complies with certain requirements in our Limited Partnership Agreement, among other reasons, our company may structure
certain acquisitions through an entity classified as a corporation for U.S. federal income tax purposes. Such acquisitions will be
structured as determined in the sole discretion of the BBU General Partner generally to be efficient for our unitholders. However,
because our unitholders will be located in numerous taxing jurisdictions, no assurance can be given that any such structure will
benefit all our unitholders to the same extent, and such a structure might even result in additional tax burdens on some
unitholders. As discussed above, if any such entity were a non-U.S. corporation, it might be considered a PFIC. If any such entity
were a U.S. corporation, it would be subject to U.S. federal net income tax on its income, including any gain recognized on the
disposition of its assets. In addition, if the asset were to involve U.S. real property, gain recognized on the disposition of the asset
by a corporation generally would be subject to corporate-level tax, whether the corporation were a U.S. or a non-U.S. corporation.
U.S. Withholding Taxes
Although each U.S. Holder is required to provide us with an IRS Form W-9, we nevertheless may be unable to
accurately or timely determine the tax status of our unitholders for purposes of determining whether U.S. withholding applies to
payments made by our company to some or all of our unitholders. In such a case, payments made by our company to U.S. Holders
might be subject to U.S. “backup” withholding at the applicable rate or other U.S. withholding taxes. You would be able to treat
as a credit your allocable share of any U.S. withholding taxes paid in the taxable year in which such withholding taxes were paid
and, as a result, you might be entitled to a refund of such taxes from the IRS. In the event you transfer or otherwise dispose of
some or all of your units, special rules might apply for purposes of determining whether you or the transferee of such units were
subject to U.S. withholding taxes in respect of income allocable to, or distributions made on account of, such units or entitled to
refunds of any such taxes withheld. See below “Administrative Matters-Certain Effects of a Transfer of Units”. You should
consult your own tax adviser regarding the treatment of U.S. withholding taxes.
Transferor/Transferee Allocations
Our company may allocate items of income, gain, loss and deduction using a monthly convention, whereby any such
items recognized in a given month by our company are allocated to our unitholders as of a specified date of such month. As a
result, if you transfer your units, you might be allocated income, gain, loss and deduction realized by our company after the date
of the transfer. Similarly, if you acquire additional units, you might be allocated income, gain, loss and deduction realized by our
company prior to your ownership of such units.
Section 706 of the U.S. Internal Revenue Code generally governs allocations of items of partnership income and
deductions between transferors and transferees of partnership interests, and the Treasury Regulations provide a safe harbor
allowing a publicly traded partnership to use a monthly simplifying convention for such purposes. However, it is not clear that our
company’s allocation method complies with the requirements. If our company’s convention were not permitted, the IRS might
contend that our company’s taxable income or losses must be reallocated among our unitholders. If such a contention were
sustained, your tax liabilities might be adjusted to your detriment. The BBU General Partner is authorized to revise our company’s
method of allocation between transferors and transferees (as well as among investors whose interests otherwise vary during a
taxable period).
170
Brookfield Business Partners
U.S. Federal Estate Tax Consequences
If our units are included in the gross estate of a U.S. citizen or resident for U.S. federal estate tax purposes, then a U.S.
federal estate tax might be payable in connection with the death of such person. Individual U.S. Holders should consult their own
tax advisers concerning the potential U.S. federal estate tax consequences with respect to our units.
Certain Reporting Requirements
A U.S. Holder who invests more than $100,000 in our company may be required to file IRS Form 8865 reporting the
investment with such U.S. Holder’s U.S. federal income tax return for the year that includes the date of the investment. You may
be subject to substantial penalties if you fail to comply with this and other information reporting requirements with respect to an
investment in our units. You should consult your own tax adviser regarding such reporting requirements.
U.S. Taxation of Tax-Exempt U.S. Holders of Our Units
Income recognized by a U.S. tax-exempt organization is exempt from U.S. federal income tax except to the extent of the
organization’s UBTI. UBTI is defined generally as any gross income derived by a tax-exempt organization from an unrelated
trade or business that it regularly carries on, less the deductions directly connected with that trade or business. In addition, income
arising from a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) that holds operating assets
or is otherwise engaged in a trade or business generally will constitute UBTI. Notwithstanding the foregoing, UBTI generally
does not include any dividend income, interest income, certain other categories of passive income or capital gains realized by a
tax-exempt organization, so long as such income is not “debt-financed”, as discussed below. The BBU General Partner currently
believes that our company should not be regarded as engaged in a trade or business, and anticipates that any operating assets held
by our company will be held through entities that are treated as corporations for U.S. federal income tax purposes.
The exclusion from UBTI does not apply to income from “debt-financed property”, which is treated as UBTI to the
extent of the percentage of such income that the average acquisition indebtedness with respect to the property bears to the average
tax basis of the property for the taxable year. If an entity treated as a partnership for U.S. federal income tax purposes incurs
acquisition indebtedness, a tax-exempt partner in such partnership will be deemed to have acquisition indebtedness equal to its
allocable portion of such acquisition indebtedness. If any such indebtedness were used by our company or by the Holding LP to
acquire property, such property generally would constitute debt-financed property, and any income from or gain from the
disposition of such debt-financed property allocated to a tax-exempt organization generally would constitute UBTI to such tax-
exempt organization. In addition, even if such indebtedness were not used either by our company or by the Holding LP to acquire
property but were instead used to fund distributions to our unitholders, if a tax-exempt organization subject to taxation in the
United States were to use such proceeds to make an investment outside our company, the IRS might assert that such investment
constitutes debt-financed property to such unitholder with the consequences noted above. The BBU General Partner does not
expect our company or the Holding LP to directly incur debt to acquire property, and the BBU General Partner does not believe
that our company or the Holding LP will generate UBTI attributable to debt-financed property in the future. Moreover, the BBU
General Partner intends to use commercially reasonable efforts to structure our activities to avoid generating UBTI. However,
neither our company nor the Holding LP is prohibited from incurring indebtedness, and no assurance can be provided that neither
our company nor the Holding LP will generate UBTI attributable to debt-financed property in the future. Tax-exempt U.S.
Holders should consult their own tax advisers regarding the tax consequences of an investment in our units.
Consequences to Non-U.S. Holders
Holding of Units and Other Considerations
Based on our organizational structure, as well as our company’s expected income and assets, the BBU General Partner
currently believes that our company is unlikely to earn income treated as effectively connected with a U.S. trade or business,
including effectively connected income attributable to the sale of a “United States real property interest”, as defined in the U.S.
Internal Revenue Code. Moreover, the BBU General Partner intends to use commercially reasonable efforts to structure our
activities to avoid the realization by our company and the Holding LP of income treated as effectively connected with a U.S. trade
or business. If, as anticipated, our company is not treated as engaged in a U.S. trade or business or as deriving income which is
treated as effectively connected with a U.S. trade or business, and provided that a Non-U.S. Holder is not itself engaged in a U.S.
trade or business, then such Non-U.S. Holder generally will not be subject to U.S. tax return filing requirements solely as a result
of owning our units and generally will not be subject to U.S. federal income tax on its allocable share of our company’s interest
and dividends from non-U.S. sources or gain from the sale or other disposition of securities or real property located outside of the
United States.
Brookfield Business Partners
171
However, there can be no assurance that the law will not change or that the IRS will not deem our company to be
engaged in a U.S. trade or business. If, contrary to the BBU General Partner’s expectations, our company is treated as engaged in
a U.S. trade or business, then a Non-U.S. Holder generally would be required to file a U.S. federal income tax return, even if no
effectively connected income were allocable to it. If our company were to have income treated as effectively connected with a
U.S. trade or business, then a Non-U.S. Holder would be required to report that income and would be subject to U.S. federal
income tax at the regular graduated rates. In addition, our company might be required to withhold U.S. federal income tax on such
Non-U.S. Holder’s distributive share of such income. A corporate Non-U.S. Holder might also be subject to branch profits tax at a
rate of 30%, or at a lower treaty rate, if applicable. If, contrary to expectation, our company were engaged in a U.S. trade or
business, then gain or loss from the sale of our units by a Non-U.S. Holder would be treated as effectively connected with such
trade or business to the extent that such Non-U.S. Holder would have had effectively connected gain or loss had our company sold
all of its assets at their fair market value as of the date of such sale. In such case, any such effectively connected gain generally
would be taxable at the regular graduated U.S. federal income tax rates, and the amount realized from such sale generally would
be subject to a 10% U.S. federal withholding tax. Under Treasury Regulations and IRS guidance, the 10% U.S. federal
withholding tax generally does not apply to transfers of interests in publicly traded partnerships before January 1, 2023.
In general, even if our company is not engaged in a U.S. trade or business, and assuming you are not otherwise engaged
in a U.S. trade or business, you will nonetheless be subject to a withholding tax of 30% on the gross amount of certain U.S.-
source income which is not effectively connected with a U.S. trade or business. Income subjected to such a flat tax rate is income
of a fixed or determinable annual or periodic nature, including dividends and certain interest income. Such withholding tax may
be reduced or eliminated with respect to certain types of income under an applicable income tax treaty between the United States
and your country of residence or under the “portfolio interest” rules or other provisions of the U.S. Internal Revenue Code,
provided that you provide proper certification as to your eligibility for such treatment. Notwithstanding the foregoing, and
although each Non-U.S. Holder is required to provide us with an IRS Form W-8, we nevertheless may be unable to accurately or
timely determine the tax status of our investors for purposes of establishing whether reduced rates of withholding apply to some
or all of our investors. In such a case, your allocable share of distributions of U.S.-source dividend and interest income will be
subject to U.S. withholding tax at a rate of 30%. Further, if you would not be subject to U.S. tax based on your tax status or
otherwise were eligible for a reduced rate of U.S. withholding, you might need to take additional steps to receive a credit or
refund of any excess withholding tax paid on your account, which could include the filing of a non-resident U.S. income tax
return with the IRS. Among other limitations applicable to claiming treaty benefits, if you reside in a treaty jurisdiction which
does not treat our company as a pass-through entity, you might not be eligible to receive a refund or credit of excess U.S.
withholding taxes paid on your account. In the event you transfer or otherwise dispose of some or all of your units, special rules
may apply for purposes of determining whether you or the transferee of such units are subject to U.S. withholding taxes in respect
of income allocable to, or distributions made on account of, such units or entitled to refunds of any such taxes withheld. See “-
Administrative Matters-Certain Effects of a Transfer of Units” below. You should consult your own tax adviser regarding the
treatment of U.S. withholding taxes.
Special rules may apply to any Non-U.S. Holder (i) that has an office or fixed place of business in the United States; (ii)
that is present in the United States for 183 days or more in a taxable year; or (iii) that is (a) a former citizen or long-term resident
of the United States, (b) a foreign insurance company that is treated as holding a partnership interest in our company in
connection with its U.S. business, (c) a PFIC, (d) a “controlled foreign corporation”, or (e) a corporation that accumulates
earnings to avoid U.S. federal income tax. You should consult your own tax adviser regarding the application of these special
rules.
Taxes in Other Jurisdictions
Based on our expected method of operation and the ownership of our operating businesses indirectly through corporate
Holding Entities, we do not expect any unitholder, solely as a result of owning our units, to be subject to any additional income
taxes imposed on a net basis or additional tax return filing requirements in any jurisdiction in which we conduct activities or own
property. However, our method of operation and current structure may change, and there can be no assurance that, solely as a
result of owning our units, you will not be subject to certain taxes, including non-U.S., state and local income taxes,
unincorporated business taxes and estate, inheritance or intangible taxes imposed by the various jurisdictions in which we do
business or own property now or in the future, even if you do not reside in any of these jurisdictions. Consequently, you may also
be required to file non-U.S., state and local income tax returns in some or all of these jurisdictions. Further, you may be subject to
penalties for failure to comply with these requirements. It is your responsibility to file all U.S. federal, state, local and non-U.S.
tax returns that may be required of you.
172
Brookfield Business Partners
Income or gain from assets held by our company may be subject to withholding or other taxes in jurisdictions outside the
United States, except to the extent an income tax treaty applies. If you wish to claim the benefit of an applicable income tax
treaty, you might be required to submit information to one or more of our company, an intermediary or a tax authority in such
jurisdiction. You should consult your own tax adviser regarding the U.S. federal, state, local and non-U.S. tax consequences of an
investment in our company.
Administrative Matters
Information Returns and Audit Procedures
We have agreed to use commercially reasonable efforts to furnish to you, within 90 days after the close of each calendar
year, U.S. tax information (including IRS Schedule K-1) which describes on a U.S. dollar basis your share of our company’s
income, gain, loss and deduction for our preceding taxable year. Under recent IRS guidance, certain partnerships are also required
to provide IRS Schedule K-3, which generally describes a partner’s share of certain items of international tax relevance from the
operations of the partnership. We generally expect to provide IRS Schedule K-3 (as applicable) to our unitholders, except that we
generally do not expect to be able to provide IRS Schedule K-3 within such 90-day period. Moreover, providing the foregoing
U.S. tax information to our unitholders will also be subject to delay in the event of, among other reasons, the late receipt of any
necessary tax information from lower-tier entities. It is therefore possible that, in any taxable year, you will need to apply for an
extension of time to file your tax returns. In addition, unitholders that do not ordinarily have U.S. federal tax filing requirements
will not receive a Schedule K-1 and related information unless such unitholders request it within 60 days after the close of each
calendar year. In preparing this U.S. tax information, we will use various accounting and reporting conventions, some of which
have been mentioned in the previous discussion, to determine your share of income, gain, loss and deduction. The IRS may
successfully contend that certain of these reporting conventions are impermissible, which could result in an adjustment to your
income or loss.
Our company may be audited by the IRS. Adjustments resulting from an IRS audit could require you to adjust a prior
year’s tax liability and result in an audit of your own tax return. Any audit of your tax return could result in adjustments not
related to our company’s tax returns, as well as those related to our company’s tax returns. If the IRS makes an audit adjustment
to our income tax returns, it may assess and collect any taxes (including penalties and interest) resulting from such audit
adjustment directly from our company instead of unitholders (as under prior law). We may be permitted to elect to have the BBU
General Partner and our unitholders take such audit adjustment into account in accordance with their interests in us during the
taxable year under audit. However, there can be no assurance that we will choose to make such election or that it will be available
in all circumstances. If we do not make the election, we may be required to pay taxes, penalties or interest as a result of an audit
adjustment. As a result, our current unitholders might bear some or all of the cost of the tax liability resulting from such audit
adjustment, even if our current unitholders did not own our units during the taxable year under audit. The foregoing
considerations also apply with respect to our company’s interest in the Holding LP.
Pursuant to the partnership audit rules, a “partnership representative” designated by our company will have the sole
authority to act on behalf of our company in connection with any administrative or judicial review of our company’s items of
income, gain, loss, deduction or credit. In particular, our partnership representative will have the sole authority to bind both our
former and current unitholders and to make certain elections on behalf of our company pursuant to the partnership audit rules.
The application of the partnership audit rules to our company and our unitholders is uncertain. You should consult your
own tax adviser regarding the implications of the partnership audit rules for an investment in our units.
Tax Shelter Regulations and Related Reporting Requirements
If we were to engage in a “reportable transaction”, we (and possibly our unitholders) would be required to make a
detailed disclosure of the transaction to the IRS in accordance with regulations governing tax shelters and other potentially tax-
motivated transactions. A transaction may be a reportable transaction based upon any of several factors, including the fact that it
is a type of tax avoidance transaction publicly identified by the IRS as a “listed transaction” or “transaction of interest”, or that it
produces certain kinds of losses exceeding certain thresholds. An investment in our company may be considered a “reportable
transaction” if, for example, our company were to recognize certain significant losses in the future. In certain circumstances, a
unitholder who disposes of an interest in a transaction resulting in the recognition by such holder of significant losses in excess of
certain threshold amounts may be obligated to disclose its participation in such transaction. Certain of these rules are unclear, and
the scope of reportable transactions can change retroactively. Therefore, it is possible that the rules may apply to transactions
other than significant loss transactions.
Brookfield Business Partners
173
Moreover, if we were to participate in a reportable transaction with a significant purpose to avoid or evade tax, or in any
listed transaction, you might be subject to significant accuracy-related penalties with a broad scope, for those persons otherwise
entitled to deduct interest on federal tax deficiencies, non-deductibility of interest on any resulting tax liability, and in the case of
a listed transaction, an extended statute of limitations. We do not intend to participate in any reportable transaction with a
significant purpose to avoid or evade tax, nor do we intend to participate in any listed transactions. However, no assurance can be
provided that the IRS will not assert that we have participated in such a transaction.
You should consult your own tax adviser concerning any possible disclosure obligation under the regulations governing
tax shelters with respect to the disposition of our units.
Taxable Year
Our company uses the calendar year as its taxable year for U.S. federal income tax purposes. Under certain
circumstances which we currently believe are unlikely to apply, a taxable year other than the calendar year may be required for
such purposes.
Withholding and Backup Withholding
For each calendar year, we will report to you and to the IRS the amount of distributions that we pay, and the amount of
tax (if any) that we withhold on these distributions. The proper application to our company of the rules for withholding under
Sections 1441 through 1446 of the U.S. Internal Revenue Code (applicable to certain dividends, interest and amounts treated as
effectively connected with a U.S. trade or business, among other items) is unclear. Because the documentation we receive may not
properly reflect the identities of unitholders at any particular time (in light of possible sales of our units), we may over-withhold
or under-withhold with respect to a particular unitholder. For example, we may impose withholding, remit such amount to the IRS
and thus reduce the amount of a distribution paid to a Non-U.S. Holder. It may be the case, however, that the corresponding
amount of our income was not properly allocable to such holder, and the appropriate amount of withholding should have been less
than the actual amount withheld. Such Non-U.S. Holder would be entitled to a credit against the holder’s U.S. federal income tax
liability for all withholding, including any such excess withholding. However, if the withheld amount were to exceed the holder’s
U.S. federal income tax liability, the holder would need to apply for a refund to obtain the benefit of such excess withholding.
Similarly, we may fail to withhold on a distribution, and it may be the case that the corresponding income was properly allocable
to a Non-U.S. Holder and that withholding should have been imposed. In such case, we intend to pay the under-withheld amount
to the IRS, and we may treat such under-withholding as an expense that will be borne indirectly by all unitholders on a pro rata
basis (since we may be unable to allocate any such excess withholding tax cost to the relevant Non-U.S. Holder).
Under the backup withholding rules, you may be subject to backup withholding tax with respect to distributions paid
unless: (i) you are an exempt recipient and demonstrate this fact when required; or (ii) provide a taxpayer identification number,
certify as to no loss of exemption from backup withholding tax, and otherwise comply with the applicable requirements of the
backup withholding tax rules. A U.S. Holder that is exempt should certify such status on a properly completed IRS Form W-9. A
Non-U.S. Holder may qualify as an exempt recipient by submitting a properly completed IRS Form W-8. Backup withholding is
not an additional tax. The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S.
federal income tax liability and may entitle you to a refund from the IRS, provided you supply the required information to the IRS
in a timely manner.
If you do not timely provide our company, or the applicable nominee, broker, clearing agent or other intermediary, with
IRS Form W-9 or IRS Form W-8, as applicable, or such form is not properly completed, then our company may become subject
to U.S. backup withholding taxes in excess of what would have been imposed had our company or the applicable intermediary
received properly completed forms from all unitholders. For administrative reasons, and in order to maintain the fungibility of our
units, such excess U.S. backup withholding taxes, and if necessary similar items, may be treated by our company as an expense
that will be borne indirectly by all unitholders on a pro rata basis (e.g., since it may be impractical for us to allocate any such
excess withholding tax cost to the unitholders that failed to timely provide the proper U.S. tax forms).
174
Brookfield Business Partners
Foreign Account Tax Compliance
FATCA imposes a 30% withholding tax on “withholdable payments” made to a “foreign financial institution” or a “non-
financial foreign entity”, unless such financial institution or entity satisfies certain information reporting or other requirements.
Withholdable payments include certain U.S.-source income, such as interest, dividends and other passive income. Proposed
Treasury Regulations eliminate the requirement to withhold tax under FATCA on gross proceeds from the sale or disposition of
property that can produce U.S.-source interest or dividends. The IRS has announced that taxpayers are permitted to rely on the
proposed regulations until final Treasury Regulations are issued. The BBU General Partner intends to ensure that our company
complies with FATCA, including by entering into an agreement with the IRS if necessary, so as to ensure that the 30%
withholding tax does not apply to any withholdable payments received by our company, the Holding LP, the Holding Entities, or
the operating businesses. Nonetheless, the 30% withholding tax may also apply to your allocable share of distributions attributable
to withholdable payments, unless you properly certify your FATCA status on IRS Form W-8 or IRS Form W-9 (as applicable)
and satisfy any additional requirements under FATCA.
In compliance with FATCA, information regarding certain unitholders’ ownership of our units may be reported to the
IRS or to a non-U.S. governmental authority. FATCA remains subject to modification by an applicable intergovernmental
agreement between the United States and another country, such as the agreement in effect between the United States and Bermuda
for cooperation to facilitate the implementation of FATCA, or by future Treasury Regulations or guidance. You should consult
your own tax adviser regarding the consequences under FATCA of an investment in our units.
Information Reporting with Respect to Foreign Financial Assets
Under Treasury Regulations, certain U.S. persons that own “specified foreign financial assets” with an aggregate fair
market value exceeding either $50,000 on the last day of the taxable year or $75,000 at any time during the taxable year generally
are required to file an information report with respect to such assets with their tax returns. Significant penalties may apply to
persons who fail to comply with these rules. Specified foreign financial assets include not only financial accounts maintained in
foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by
a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S.
person and any interest in a foreign entity. The failure to report information required under the current regulations could result in
substantial penalties and in the extension of the statute of limitations with respect to federal income tax returns filed by you. You
should consult your own tax adviser regarding the possible implications of these Treasury Regulations for an investment in our
units.
Certain Effects of a Transfer of Units
Our company may allocate items of income, gain, loss, deduction and credit using a monthly convention, whereby any
such items recognized in a given month by our company are allocated to our unitholders as of a specified date of such month. Any
U.S. withholding taxes applicable to dividends received by the Holding LP (and, in turn, our company) generally will be withheld
by our company only when such dividends are paid. Because our company generally intends to distribute amounts received in
respect of dividends shortly after receipt of such amounts, it is generally expected that any U.S. withholding taxes withheld by our
company on such amounts will correspond to our unitholders who were allocated income and who received the distributions in
respect of such amounts. The Holding LP may acquire debt obligations or other securities for which the accrual of interest or
income thereon is not matched by a contemporaneous receipt of cash. Any such accrued interest or other income would be
allocated pursuant to such monthly convention. Consequently, our unitholders may recognize income in excess of cash
distributions received from our company, and any income so included by a unitholder would increase the basis such unitholder
has in our units and would offset any gain (or increase the amount of loss) realized by such unitholder on a subsequent disposition
of its units. In addition, U.S. withholding taxes generally would be withheld by our company only on the payment of cash in
respect of such accrued interest or other income, and, therefore, it is possible that some unitholders would be allocated income
which might be distributed to a subsequent unitholder, and such subsequent unitholder would be subject to withholding at the time
of distribution. As a result, the subsequent unitholder, and not the unitholder who was allocated income, would be entitled to
claim any available credit with respect to such withholding.
The Holding LP owns and will continue to own certain Holding Entities and operating businesses organized in non-U.S.
jurisdictions, and income and gain from such entities and businesses may be subject to withholding and other taxes in such
jurisdictions. If any such non-U.S. taxes were imposed on income allocable to a U.S. Holder, and such holder were thereafter to
dispose of its units prior to the date distributions were made in respect of such income, under applicable provisions of the U.S.
Internal Revenue Code and Treasury Regulations, the unitholder to whom such income was allocated (and not the unitholder to
whom distributions were ultimately made) would, subject to other applicable limitations, be the party permitted to claim a credit
for such non-U.S. taxes for U.S. federal income tax purposes. Thus, a unitholder may be affected either favorably or adversely by
the foregoing rules. Complex rules may, depending on a unitholder’s particular circumstances, limit the availability or use of
foreign tax credits, and you are urged to consult your own tax adviser regarding all aspects of foreign tax credits.
Brookfield Business Partners
175
Nominee Reporting
Persons who hold an interest in our company as a nominee for another person may be required to furnish to us:
(i)
the name, address and taxpayer identification number of the beneficial owner and the nominee;
(ii) whether the beneficial owner is (a) a person that is not a U.S. person, (b) a foreign government, an international
organization, or any wholly-owned agency or instrumentality of either of the foregoing, or (c) a tax-exempt entity;
(iii) the amount and description of units held, acquired, or transferred for the beneficial owner; and
(iv) specific information including the dates of acquisitions and transfers, means of acquisitions and transfers and acquisition
cost for purchases, as well as the amount of net proceeds from sales.
Brokers and financial institutions may be required to furnish additional information, including whether they are U.S.
persons and specific information on units they acquire, hold, or transfer for their own account. A penalty of $250 per failure (as
adjusted for inflation), up to a maximum of $3,000,000 per calendar year (as adjusted for inflation), generally is imposed by the
U.S. Internal Revenue Code for the failure to report such information to us. The nominee is required to supply the beneficial
owner of our units with the information furnished to us.
New Legislation or Administrative or Judicial Action
The U.S. federal income tax treatment of our unitholders depends, in some instances, on determinations of fact and
interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available.
You should be aware that the U.S. federal income tax rules, particularly those applicable to partnerships, are constantly under
review (including currently) by the Congressional tax-writing committees and other persons involved in the legislative process,
the IRS, the Treasury Department and the courts, frequently resulting in revised interpretations of established concepts, statutory
changes, revisions to regulations and other modifications and interpretations, any of which could adversely affect the value of our
units and be effective on a retroactive basis. For example, changes to the U.S. federal tax laws and interpretations thereof could
make it more difficult or impossible for our company to be treated as a partnership that is not taxable as a corporation for U.S.
federal income tax purposes, change the character or treatment of portions of our company’s income, reduce the net amount of
distributions available to our unitholders, or otherwise affect the tax considerations of owning our units. Such changes could also
affect or cause our company to change the way it conducts its activities and adversely affect the value of our units.
Our company’s organizational documents and agreements permit the BBU General Partner to modify our Limited
Partnership Agreement from time to time, without the consent of our unitholders, to elect to treat our company as a corporation
for U.S. federal tax purposes, or to address certain changes in U.S. federal income tax regulations, legislation or interpretation. In
some circumstances, such revisions could have a material adverse impact on some or all of our unitholders.
THE FOREGOING DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING. THE
TAX MATTERS RELATING TO OUR COMPANY AND UNITHOLDERS ARE COMPLEX AND ARE SUBJECT TO
VARYING INTERPRETATIONS. MOREOVER, THE EFFECT OF EXISTING INCOME TAX LAWS, THE
MEANING AND IMPACT OF WHICH IS UNCERTAIN, AND OF PROPOSED CHANGES IN INCOME TAX LAWS
WILL VARY WITH THE PARTICULAR CIRCUMSTANCES OF EACH UNITHOLDER, AND IN REVIEWING THIS
ANNUAL REPORT ON FORM 20-F THESE MATTERS SHOULD BE CONSIDERED. EACH UNITHOLDER
SHOULD CONSULT ITS OWN TAX ADVISER WITH RESPECT TO THE U.S. FEDERAL, STATE, LOCAL, AND
OTHER TAX CONSEQUENCES OF ANY INVESTMENT IN OUR UNITS.
Certain Material Canadian Federal Income Tax Considerations
The following is a summary of the principal Canadian federal income tax consequences under the Tax Act of the holding
and disposition of units of our company generally applicable to a unitholder who, for purposes of the Tax Act and at all relevant
times, holds our units as capital property, deals at arm’s length with and is not affiliated with our company, the Holding LP, the
BBU General Partner or their respective affiliates (a “Holder”). Generally, our units will be considered to be capital property to a
Holder, provided that the Holder does not use or hold our units in the course of carrying on a business of trading or dealing in
securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.
176
Brookfield Business Partners
This summary is not applicable to a Holder (i) that is a “financial institution” (as defined in the Tax Act) for purposes of
the “mark-to-market” property rules; (ii) that is a “specified financial institution” (as defined in the Tax Act); (iii) who makes or
has made a functional currency reporting election pursuant to section 261 of the Tax Act; (iv) an interest in which would be a “tax
shelter investment” (as defined in the Tax Act) or who acquires our units as a “tax shelter investment” (and this summary assumes
that no such persons hold our units); (v) that has, directly or indirectly, a “significant interest” (as defined in subsection 34.2(1) of
the Tax Act) in our company; (vi) if any affiliate of our company is, or becomes as part of a series of transactions that includes the
acquisition of our units, a “foreign affiliate” (for purposes of the Tax Act) of such Holder or of any corporation that does not deal
at arm’s length with such Holder for purposes of the Tax Act; or (vii) that has entered or will enter into a “derivative forward
agreement” (as defined in the Tax Act), in respect of our units. Any such Holders should consult their own tax advisors with
respect to an investment in our units.
This summary is based on the current provisions of the Tax Act and the Regulations, all specific proposals to amend the
Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof
(the “Tax Proposals”), and the current published administrative and assessing policies and practices of the CRA. This summary
assumes that all Tax Proposals will be enacted in the form proposed but no assurance can be given that the Tax Proposals will be
enacted in the form proposed or at all. This summary does not otherwise take into account or anticipate any changes in law,
whether by judicial, administrative or legislative decision or action, or changes in the CRA’s administrative and assessing policies
and practices, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may
differ significantly from those described herein. This summary is not exhaustive of all possible Canadian federal income tax
consequences that may affect unitholders. Holders should consult their own tax advisors in respect of the provincial, territorial or
foreign income tax consequences to them of holding and disposing of our units.
This summary also assumes that neither our company nor the Holding LP is a “tax shelter” (as defined in the Tax Act) or
a “tax shelter investment”. However, no assurance can be given in this regard.
This summary also assumes that neither our company nor the Holding LP will be a “SIFT partnership” at any relevant
time for purposes of the SIFT Rules on the basis that neither our company nor the Holding LP will be a “Canadian resident
partnership” at any relevant time. However, there can be no assurance that the SIFT Rules will not be revised or amended such
that the SIFT Rules will apply.
This summary does not address the deductibility of interest on money borrowed to acquire our units nor whether any
amounts in respect of our units could be “split income” under the Tax Act.
This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax
advice to any particular Holder, and no representation with respect to the Canadian federal income tax consequences to
any particular Holder is made. Consequently, Holders are advised to consult their own tax advisors with respect to their
particular circumstances. See also Item 3.D., “Risk Factors - Risks Related to Taxation-Canada”.
For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of our units must be expressed
in Canadian dollars including any distributions, adjusted cost base and proceeds of disposition. For purposes of the Tax Act,
amounts denominated in a currency other than the Canadian dollar generally must be converted into Canadian dollars using the
appropriate exchange rate determined in accordance with the detailed rules in the Tax Act in that regard.
Taxation of Limited Partners Resident in Canada
The following portion of the summary is generally applicable to a Holder who, for purposes of the Tax Act and at all
relevant times, is resident or deemed to be resident in Canada (a “Canadian Limited Partner”).
Computation of Income or Loss
Each Canadian Limited Partner is required to include (or, subject to the “at-risk rules” discussed below, entitled to
deduct), in computing his or her income for a particular taxation year, the Canadian Limited Partner’s share of the income
(or loss) of our company for its fiscal year ending in, or coincidentally with, the Canadian Limited Partner’s taxation year,
whether or not any of that income is distributed to the Canadian Limited Partner in the taxation year and regardless of whether or
not our units were held throughout such year.
Our company will not itself be a taxable entity and is not expected to be required to file an income tax return in Canada
for any taxation year. However, the income (or loss) of our company for a fiscal period for purposes of the Tax Act will be
computed as if our company were a separate person resident in Canada and the partners will be allocated a share of that income
(or loss) in accordance with our Limited Partnership Agreement. The income (or loss) of our company will include our company’s
share of the income (or loss) of the Holding LP for a fiscal year determined in accordance with the Holding LP’s Limited
Partnership Agreement. For this purpose, our company’s fiscal year end and that of the Holding LP will be December 31.
Brookfield Business Partners
177
The income for tax purposes of our company for a given fiscal year will be allocated to each Canadian Limited Partner in
an amount calculated by multiplying such income that is allocable to unitholders by a fraction, the numerator of which is the sum
of the distributions received by such Canadian Limited Partner with respect to such fiscal year and the denominator of which is
the aggregate amount of the distributions made by our company to all partners with respect to such fiscal year.
If, with respect to a given fiscal year, no distribution is made by our company to unitholders or our company has a loss
for tax purposes, one quarter of the income, or loss, as the case may be, for tax purposes for such fiscal year that is allocable to
unitholders will be allocated to the unitholders of record at the end of each calendar quarter ending in such fiscal year in the
proportion that the number of units of our company held at each such date by a unitholder is of the total number of units of our
company that are issued and outstanding at each such date.
Notwithstanding the foregoing, if each of the following conditions are true in a given fiscal year of our company:
(i) our company or an affiliate of our company acquires, buys, buys back or otherwise purchases units of our company in
connection with an offer or program by our company or the affiliate to acquire, buy, buy back, or otherwise purchase our units
(other than by way of a normal course issuer bid or other open market purchase);
(ii) the money or property that is used by our company or the affiliate to acquire, buy, buy back or otherwise purchase
our units is derived exclusively in whole or in part, directly or indirectly, from money or property that is received by our company
from the Holding LP as consideration for the purchase for cancellation by the Holding LP of Managing General Partner Units
owned by our company;
(iii) our company has income for tax purposes; and
(iv) the income for tax purposes of our company includes positive amounts each of which is an amount that is derived
from (A) capital gains realized by our company by reason of the purchase for cancellation by the Holding LP of Managing
General Partner Units owned by our company or (B) the allocation of income for tax purposes of the Holding LP to our company
in accordance with the Holding LP’s Limited Partnership Agreement in connection with transactions that provide money or
property to the Holding LP that is used exclusively in whole or in part by the Holding LP to purchase for cancellation Managing
General Partner Units owned by our company; then the income for tax purposes of our company for such fiscal year will generally
be allocated as follows: the lesser of (1) the amount of income for tax purposes and (2) the aggregate of the positive amounts
included in income for tax purposes described in item (iv) above, will be allocated exclusively and specially (the “Special Income
Allocation Amount”) to Canadian Limited Partners whose units of our company are acquired, bought, bought back or otherwise
purchased by our company or the affiliate, on the basis that each such Canadian Limited Partner shall be allocated the proportion
of the Special Income Allocation Amount that the number of units of our company acquired by our company or the affiliate from
the Canadian Limited Partner is of the total number of units of our company acquired from all limited partners. The balance (if
any) of the income for tax purposes for such fiscal year (being the amount remaining after subtracting the Special Income
Allocation Amount from the income for tax purposes) will be allocated in the regular manner described above. For greater
certainty: (a) the money or property received by a Canadian Limited Partner whose units of our company are acquired, bought,
bought back or otherwise purchased by our company or an affiliate of our company shall not be considered to be a “distribution”
from our company; (b) the allocation of income described above shall not apply to an affiliate of our company that has acquired
units of our company from Canadian Limited Partners pursuant to an offer or program described in item (i) above, and such units
of our company are subsequently acquired, bought back or otherwise purchased for cancellation by our company; and (c) the
money or property received by an affiliate of our company on such a subsequent acquisition by our company of the units of our
company acquired by the affiliate from Canadian Limited Partners pursuant to an offer or program described in item (i) above
shall not be considered to be a “distribution” from our company.
The income of our company as determined for purposes of the Tax Act may differ from its income as determined for
accounting purposes and may not be matched by cash distributions. In addition, for purposes of the Tax Act, all income (or losses)
of our company and the Holding LP must be calculated in Canadian currency. Where our company (or the Holding LP) holds
investments denominated in U.S. dollars or other foreign currencies, gains and losses may be realized by our company (or the
Holding LP) as a consequence of fluctuations in the relative values of the Canadian and foreign currencies.
178
Brookfield Business Partners
In computing the income (or loss) of our company, deductions may be claimed in respect of reasonable administrative
costs, interest and other expenses incurred by our company for the purpose of earning income, subject to the relevant provisions
of the Tax Act. Our company may also deduct from its income for the year a portion of the reasonable expenses, if any, incurred
by our company to issue units. The portion of such issue expenses deductible by our company in a taxation year is 20% of such
issue expenses, pro-rated where our company’s taxation year is less than 365 days. On February 4, 2022, the Department of
Finance released for public comment draft Tax Proposals to implement the interest deductibility limitations announced in the
2021 Canadian federal budget. These Tax Proposals would have the effect of denying the deductibility of net interest and
financing expenses for certain taxpayers in certain circumstances where the taxpayer’s net interest expense exceeds a fixed ratio
of the taxpayer’s adjusted taxable income, including special rules with respect to net interest and financing expenses of a
partnership that are allocated to its partners. These Tax Proposals will generally apply in respect of taxation years beginning on or
after January 1, 2023. Comments on the draft Tax Proposals are invited until May 5, 2022.
In general, a Canadian Limited Partner’s share of any income (or loss) from our company from a particular source will
be treated as if it were income (or loss) of the Canadian Limited Partner from that source, and any provisions of the Tax Act
applicable to that type of income (or loss) will apply to the Canadian Limited Partner. Our company will hold managing general
partnership units of the Holding LP. In computing our company’s income (or loss) under the Tax Act, the Holding LP will itself
be deemed to be a separate person resident in Canada which computes its income (or loss) and allocates to its partners their
respective share of such income (or loss). Accordingly, the source and character of amounts included in (or deducted from) the
income of Canadian Limited Partners on account of income (or loss) earned by the Holding LP generally will be determined by
reference to the source and character of such amounts when earned by the Holding LP.
A Canadian Limited Partner’s share of taxable dividends received or considered to be received by our company in a
fiscal year from a corporation resident in Canada will be treated as a dividend received by the Canadian Limited Partner and will
be subject to the normal rules in the Tax Act applicable to such dividends, including the enhanced gross-up and dividend tax
credit for “eligible dividends” (as defined in the Tax Act) when the dividend received by the Holding LP is designated as an
“eligible dividend”.
Foreign taxes paid by our company or the Holding LP and taxes withheld at source on amounts paid or credited to our
company or the Holding LP (other than for the account of a particular partner) will be allocated pursuant to the governing
partnership agreement. Each Canadian Limited Partner’s share of the “business-income tax” and “non-business-income tax” paid
to the government of a foreign country for a year will be creditable against its Canadian federal income tax liability to the extent
permitted by the detailed foreign tax credit rules contained in the Tax Act. Although the foreign tax credit rules are designed to
avoid double taxation, the maximum credit is limited. Because of this, and because of timing differences in recognition of
expenses and income and other factors, the foreign tax credit rules may not provide a full foreign tax credit for the “business-
income tax” and “non-business-income tax” paid by our company or the Holding LP to the government of a foreign country. The
Tax Act contains anti-avoidance rules to address certain foreign tax credit generator transactions. Under the Foreign Tax Credit
Generator Rules, the foreign “business-income tax” or “non-business-income tax” allocated to a Canadian Limited Partner for the
purpose of determining such Canadian Limited Partner’s foreign tax credit for any taxation year may be limited in certain
circumstances, including where a Canadian Limited Partner’s share of the income of our company or the Holding LP under the
income tax laws of any country (other than Canada) under whose laws the income of our company or the Holding LP is subject to
income taxation (the “Relevant Foreign Tax Law”) is less than the Canadian Limited Partner’s share of such income for purposes
of the Tax Act. For this purpose, a Canadian Limited Partner is not considered to have a lesser direct or indirect share of the
income of our company or the Holding LP under the Relevant Foreign Tax Law than for the purposes of the Tax Act solely
because, among other reasons, of a difference between the Relevant Foreign Tax Law and the Tax Act in the manner of
computing the income of our company or the Holding LP or in the manner of allocating the income of our company or the
Holding LP because of the admission or withdrawal of a partner. No assurance can be given that the Foreign Tax Credit Generator
Rules will not apply to any Canadian Limited Partner. If the Foreign Tax Credit Generator Rules apply, the allocation to a
Canadian Limited Partner of foreign “business-income tax” or “non-business-income tax” paid by our company or the
Holding LP, and therefore such Canadian Limited Partner’s foreign tax credits, will be limited.
Brookfield Business Partners
179
Our company and the Holding LP will each be deemed to be a non-resident person in respect of certain amounts paid or
credited or deemed to be paid or credited to them by a person resident or deemed to be resident in Canada, including dividends or
interest. Dividends or interest (other than interest not subject to Canadian federal withholding tax) paid or deemed to be paid by a
person resident or deemed to be resident in Canada to the Holding LP will be subject to withholding tax under Part XIII of the
Tax Act at the rate of 25%. However, the CRA’s administrative practice in similar circumstances is to permit the rate of Canadian
federal withholding tax applicable to such payments to be computed by looking through the partnership and taking into account
the residency of the partners (including partners who are resident in Canada) and any reduced rates of Canadian federal
withholding tax that any non-resident partners may be entitled to under an applicable income tax treaty or convention, provided
that the residency status and entitlement to the treaty benefits can be established. In determining the rate of Canadian federal
withholding tax applicable to amounts paid by the Holding Entities to the Holding LP, the BBU General Partner expects the
Holding Entities to look-through the Holding LP and our company to the residency of the partners of our company (including
partners who are resident in Canada) and to take into account any reduced rates of Canadian federal withholding tax that non-
resident partners may be entitled to under an applicable income tax treaty or convention in order to determine the appropriate
amount of Canadian federal withholding tax to withhold from dividends or interest paid to the Holding LP. However, there can be
no assurance that the CRA will apply its administrative practice in this context. Under the Treaty, a Canadian-resident payer is
required in certain circumstances to look-through fiscally transparent partnerships, such as our company and the Holding LP, to
the residency and Treaty entitlements of their partners and to take into account the reduced rates of Canadian federal withholding
tax that such partners may be entitled to under the Treaty.
If our company incurs losses for tax purposes, each Canadian Limited Partner will be entitled to deduct in the
computation of income for tax purposes the Canadian Limited Partner’s share of any net losses for tax purposes of our company
for its fiscal year to the extent that the Canadian Limited Partner’s investment is “at-risk” within the meaning of the Tax Act. The
Tax Act contains “at-risk rules” which may, in certain circumstances, restrict the deduction of a limited partner’s share of any
losses of a limited partnership. The BBU General Partner does not anticipate that our company or the Holding LP will incur
losses, but no assurance can be given in this regard. Accordingly, Canadian Limited Partners should consult their own tax
advisors for specific advice with respect to the potential application of the “at-risk rules”.
Section 94.1 of the Tax Act contains rules relating to interests held by a taxpayer in Non-Resident Entities that could, in
certain circumstances, cause income to be imputed to Canadian Limited Partners, either directly or by way of allocation of such
income imputed to our company or the Holding LP. These rules would apply if it is reasonable to conclude, having regard to all
the circumstances, that one of the main reasons for the Canadian Limited Partner, our company or the Holding LP acquiring,
holding or having an investment in a Non-Resident Entity is to derive a benefit from “portfolio investments” in certain assets from
which the Non-Resident Entity may reasonably be considered to derive its value in such a manner that taxes under the Tax Act on
income, profits and gains from such assets for any year are significantly less than they would have been if such income, profits
and gains had been earned directly. In determining whether this is the case, section 94.1 of the Tax Act provides that
consideration must be given to, among other factors, the extent to which the income, profits and gains for any fiscal period are
distributed in that or the immediately following fiscal period. No assurance can be given that section 94.1 of the Tax Act will not
apply to a Canadian Limited Partner, our company or the Holding LP. If these rules apply to a Canadian Limited Partner, our
company or the Holding LP, income, determined by reference to a prescribed rate of interest plus two percent applied to the
“designated cost”, as defined in section 94.1 of the Tax Act, of the interest in the Non-Resident Entity, will be imputed directly to
the Canadian Limited Partners or to our company or the Holding LP and allocated to the Canadian Limited Partner in accordance
with the rules in section 94.1 of the Tax Act. The rules in section 94.1 of the Tax Act are complex and Canadian Limited Partners
should consult their own tax advisors regarding the application of these rules to them in their particular circumstances.
180
Brookfield Business Partners
Any Non-Resident Subsidiaries in which the Holding LP directly invests are expected to be CFAs of the Holding LP.
Dividends paid to the Holding LP by a CFA of the Holding LP will be included in computing the income of the Holding LP. To
the extent that any CFA or Indirect CFA of the Holding LP earns income that is characterized as FAPI in a particular taxation year
of the CFA or Indirect CFA, the FAPI allocable to the Holding LP under the rules in the Tax Act must be included in computing
the income of the Holding LP for Canadian federal income tax purposes for the fiscal period of the Holding LP in which the
taxation year of that CFA or Indirect CFA ends, whether or not the Holding LP actually receives a distribution of that FAPI. Our
company will include its share of such FAPI of the Holding LP in computing its income for Canadian federal income tax purposes
and Canadian Limited Partners will be required to include their proportionate share of such FAPI allocated from our company in
computing their income for Canadian federal income tax purposes. As a result, Canadian Limited Partners may be required to
include amounts in their income even though they have not and may not receive an actual cash distribution of such amounts. If an
amount of FAPI is included in computing the income of the Holding LP for Canadian federal income tax purposes, an amount
may be deductible in respect of the “foreign accrual tax” applicable to the FAPI. Any amount of FAPI included in income net of
the amount of any deduction in respect of “foreign accrual tax” will increase the adjusted cost base to the Holding LP of its shares
of the particular CFA in respect of which the FAPI was included. At such time as the Holding LP receives a dividend of this type
of income that was previously included in the Holding LP’s income as FAPI, such dividend will effectively not be included in
computing the income of the Holding LP and there will be a corresponding reduction in the adjusted cost base to the Holding LP
of the particular CFA shares.
Under the Foreign Tax Credit Generator Rules, the “foreign accrual tax” applicable to a particular amount of FAPI
included in the Holding LP’s income in respect of a particular “foreign affiliate” of the Holding LP may be limited in certain
specified circumstances, including where the direct or indirect share of the income allocated to any member of the Holding LP
(which is deemed for this purpose to include a Canadian Limited Partner) that is a person resident in Canada or a “foreign
affiliate” of such a person is, under a Relevant Foreign Tax Law, less than such member’s share of such income for purposes of
the Tax Act. No assurance can be given that the Foreign Tax Credit Generator Rules will not apply to the Holding LP. For this
purpose, a Canadian Limited Partner is not considered to have a lesser direct or indirect share of the income of the Holding LP
under the Relevant Foreign Tax Law than for the purposes of the Tax Act solely because, among other reasons, of a difference
between the Relevant Foreign Tax Law and the Tax Act in the manner of computing the income of the Holding LP or in the
manner of allocating the income of the Holding LP because of the admission or withdrawal of a partner. If the Foreign Tax Credit
Generator Rules apply, the “foreign accrual tax” applicable to a particular amount of FAPI included in the Holding LP’s income
in respect of a particular “foreign affiliate” of the Holding LP will be limited.
Disposition of Units
The disposition (or deemed disposition) by a Canadian Limited Partner of our units will result in the realization of a
capital gain (or capital loss) by such Canadian Limited Partner in the amount, if any, by which the proceeds of disposition of such
units, less any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base of such units. Subject to the
general rules on averaging of cost base, the adjusted cost base of a Canadian Limited Partner’s units of our company would
generally be equal to: (i) the actual cost of our units (excluding any portion thereof financed with limited recourse indebtedness);
plus (ii) the share of the income of our company allocated to the Canadian Limited Partner for fiscal years of our company ending
before the relevant time in respect of our units; less (iii) the aggregate of the share of losses of our company allocated to the
Canadian Limited Partner (other than losses which cannot be deducted because they exceed the Canadian Limited Partner’s “at-
risk” amount) for the fiscal years of our company ending before the relevant time in respect of our units; and less (iv) the
Canadian Limited Partner’s distributions received from our company made before the relevant time in respect of our units.
Where a Canadian Limited Partner disposes of all of its units in our company, it will no longer be a partner of our
company. If, however, a Canadian Limited Partner is entitled to receive a distribution from our company after the disposition of
all such units, then the Canadian Limited Partner will be deemed to dispose of such units at the later of: (i) the end of the fiscal
year of our company during which the disposition occurred; and (ii) the date of the last distribution made by our company to
which the Canadian Limited Partner was entitled. The share of the income (or loss) of our company for tax purposes for a
particular fiscal year which is allocated to a Canadian Limited Partner who has ceased to be a partner will generally be added
(or deducted) in the computation of the adjusted cost base of the Canadian Limited Partner’s units of our company immediately
prior to the time of the disposition.
A Canadian Limited Partner will generally realize a deemed capital gain if, and to the extent that, the adjusted cost base
of the Canadian Limited Partner’s units of our company is negative at the end of any fiscal year of our company. In such a case,
the adjusted cost base of the Canadian Limited Partner’s units of our company will be nil at the beginning of the next fiscal year
of our company.
Canadian Limited Partners should consult their own tax advisors for advice with respect to the specific tax consequences
to them of disposing of our units.
Brookfield Business Partners
181
Taxation of Capital Gains and Capital Losses
In general, one-half of a capital gain realized by a Canadian Limited Partner must be included in computing such
Canadian Limited Partner’s income as a taxable capital gain. One-half of a capital loss is deducted as an allowable capital loss
against taxable capital gains realized in the year and any remainder may be deducted against net taxable capital gains in any of the
three years preceding the year or any year following the year to the extent and under the circumstances described in the Tax Act.
Special rules in the Tax Act may apply to disallow the one-half treatment on all or a portion of a capital gain realized on
a disposition of our units if a partnership interest is acquired by a tax-exempt person or a non-resident person (or by a partnership
or trust (other than certain trusts) of which a tax-exempt person or a non-resident person is a member or beneficiary, directly or
indirectly through one or more partnerships or trusts (other than certain trusts)). Canadian Limited Partners contemplating such a
disposition should consult their own tax advisors in this regard.
A Canadian Limited Partner that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as
defined in the Tax Act) may be liable to pay an additional refundable tax on its “aggregate investment income” (as defined in the
Tax Act) for the year, which is defined to include taxable capital gains.
Alternative Minimum Tax
Canadian Limited Partners that are individuals or trusts may be subject to the alternative minimum tax rules. Such
Canadian Limited Partners should consult their own tax advisors.
Eligibility for Investment
Provided that our units are listed on a “designated stock exchange” (which currently includes the NYSE and the TSX),
our units will be “qualified investments” under the Tax Act for a trust governed by an RRSP, deferred profit sharing plan, RRIF,
RESP, RDSP, and a TFSA.
Notwithstanding the foregoing, an annuitant under an RRSP or RRIF, a holder of a TFSA or RDSP or a subscriber of an
RESP, as the case may be, will be subject to a penalty tax if our units held in the RRSP, RRIF, TFSA, RDSP or RESP, are
“prohibited investments” for the RRSP, RRIF, TFSA, RDSP or RESP, as the case may be. Our units will generally not be a
“prohibited investment” as of the date hereof for a trust governed by an RRSP, RRIF, TFSA, RDSP or RESP, provided that the
annuitant under the RRSP or RRIF, the holder of the TFSA or RDSP or the subscriber of the RESP, as applicable: (i) deals at
arm’s length with our company for the purposes of the Tax Act; and (ii) does not have a “significant interest” for purposes of the
prohibited investment rules in our company. Canadian Limited Partners who hold our units in an RRSP, RRIF, TFSA, RDSP or
RESP should consult with their own tax advisors regarding the application of the foregoing “prohibited investment” rules having
regard to their particular circumstances.
Taxation of Limited Partners Not Resident in Canada
The following portion of the summary is generally applicable to a Holder who, for purposes of the Tax Act and at all
relevant times, is not, and is not deemed to be, resident in Canada and who does not use or hold and is not deemed to use or hold
our units in connection with a business carried on in Canada (a “Non-Canadian Limited Partner”).
182
Brookfield Business Partners
The following portion of the summary assumes that (i) our units are not, and will not at any relevant time constitute,
“taxable Canadian property” of any Non-Canadian Limited Partner, and (ii) our company and the Holding LP will not dispose of
property that is “taxable Canadian property”. “Taxable Canadian property” includes, but is not limited to, property that is used or
held in a business carried on in Canada and shares of corporations that are not listed on a “designated stock exchange” if more
than 50% of the fair market value of the shares is derived from certain Canadian properties during the 60-month period
immediately preceding the particular time. In general, our units will not constitute “taxable Canadian property” of any Non-
Canadian Limited Partner at a particular time, unless (a) at any time during the 60-month period immediately preceding the
particular time, more than 50% of the fair market value of our units was derived, directly or indirectly (excluding through a
corporation, partnership or trust, the shares or interests in which were not themselves “taxable Canadian property”), from one or
any combination of: (i) real or immovable property situated in Canada; (ii) “Canadian resource properties”; (iii) “timber resource
properties”; and (iv) options in respect of, or interests in, or for civil law rights in, such property, whether or not such property
exists, or (b) our units are otherwise deemed to be “taxable Canadian property”. Since our company’s assets will consist
principally of units of the Holding LP, our units would generally be “taxable Canadian property” at a particular time if the units of
the Holding LP held by our company, derived, directly or indirectly (excluding through a corporation, partnership or trust, the
shares or interests in which were not themselves “taxable Canadian property”), more than 50% of their fair market value from
properties described in (i) to (iv) above, at any time in the 60-month period preceding the particular time. The BBU General
Partner does not expect our units to be “taxable Canadian property” at any relevant time and does not expect our company or the
Holding LP to dispose of “taxable Canadian property”. However, no assurance can be given in this regard. See Item 3.D., “Risk
Factors - Risks relating to Taxation - Canada”.
The following portion of the summary also assumes that neither our company nor the Holding LP will be considered to
carry on business in Canada. The BBU General Partner intends to organize and conduct the affairs of each of these entities, to the
extent possible, so that neither of these entities should be considered to carry on business in Canada for purposes of the Tax Act.
However, no assurance can be given in this regard. If our company or the Holding LP carry on business in Canada, the tax
implications to our company or the Holding LP and to Non-Canadian Limited Partners may be materially and adversely different
than as set out herein.
Special rules, which are not discussed in this summary, may apply to a Non-Canadian Limited Partner that is an insurer
carrying on business in Canada and elsewhere.
Taxation of Income or Loss
A Non-Canadian Limited Partner will not be subject to Canadian federal income tax under Part I of the Tax Act on its
share of income from a business carried on by our company (or the Holding LP) outside Canada or the non-business income
earned by our company (or the Holding LP) from sources in Canada. However, a Non-Canadian Limited Partner may be subject
to Canadian federal withholding tax under Part XIII of the Tax Act, as described below.
Our company and the Holding LP will each be deemed to be a non-resident person in respect of certain amounts paid or
credited or deemed to be paid or credited to them by a person resident or deemed to be resident in Canada, including dividends or
interest. Dividends or interest (other than interest not subject to Canadian federal withholding tax) paid or deemed to be paid by a
person resident or deemed to be resident in Canada to the Holding LP will be subject to withholding tax under Part XIII of the
Tax Act at the rate of 25%. However, the CRA’s administrative practice in similar circumstances is to permit the rate of Canadian
federal withholding tax applicable to such payments to be computed by looking through the partnership and taking into account
the residency of the partners (including partners who are resident in Canada) and any reduced rates of Canadian federal
withholding tax that any non-resident partners may be entitled to under an applicable income tax treaty or convention, provided
that the residency status and entitlement to the treaty benefits can be established. In determining the rate of Canadian federal
withholding tax applicable to amounts paid to the Holding LP by the Holding Entities, the BBU General Partner expects the
Holding Entities to look-through the Holding LP and our company to the residency of the partners of our company (including
partners who are resident in Canada) and to take into account any reduced rates of Canadian federal withholding tax that Non-
Canadian Limited Partners may be entitled to under an applicable income tax treaty or convention in order to determine the
appropriate amount of Canadian federal withholding tax to withhold from dividends or interest paid to the Holding LP. However,
there can be no assurance that the CRA will apply its administrative practice in this context. Under the Treaty, a Canadian resident
payer is required in certain circumstances to look-through fiscally transparent partnerships, such as our company and the
Holding LP, to the residency and Treaty entitlements of their partners and to take into account the reduced rates of Canadian
federal withholding tax that such partners may be entitled to under the Treaty.
Brookfield Business Partners
183
Bermuda Tax Considerations
In Bermuda there are no taxes on profits, income or dividends, nor is there any capital gains tax, estate duty or death
duty. Profits can be accumulated and it is not obligatory to pay dividends. As “exempted undertakings”, exempted partnerships
and overseas partnerships are entitled to apply for (and will ordinarily receive) an assurance pursuant to the Exempted
Undertakings Tax Protection Act 1966 that, in the event that legislation introducing taxes computed on profits or income, or
computed on any capital asset, gain or appreciation, is enacted, such taxes shall not be applicable to our company or any of its
operations until March 31, 2035. Such an assurance may include the assurance that any tax in the nature of estate duty or
inheritance tax shall not be applicable to the units, debentures or other obligations of our company.
Exempted partnerships and overseas partnerships fall within the definition of “international businesses” for the purposes
of the Stamp Duties (International Businesses Relief) Act 1990, which means that instruments executed by or in relation to an
exempted partnership or an overseas partnership are exempt from stamp duties (such duties were formerly applicable under the
Stamp Duties Act 1976). Thus, stamp duties are not payable upon, for example, an instrument which effects the transfer or
assignment of a unit in an exempted partnership or an overseas partnership, or the sale or mortgage of partnership assets; nor are
they payable upon the partnership capital.
10.F. DIVIDENDS AND PAYING AGENTS
Not applicable.
10.G. STATEMENT BY EXPERTS
Not applicable.
10.H. DOCUMENTS ON DISPLAY
Our company is subject to the information filing requirements of the Exchange Act, and accordingly we are required to
file periodic reports and other information with the SEC. As a foreign private issuer under the SEC’s regulations, we file annual
reports on Form 20-F and furnish other reports on Form 6-K. The information disclosed in our reports may be less extensive than
that required to be disclosed in annual and quarterly reports on Forms 10-K and 10-Q required to be filed with the SEC by
U.S. issuers. Moreover, as a foreign private issuer, we are not subject to the proxy requirements under Section 14 of the Exchange
Act, and the BBU General Partner’s directors and our principal unitholders are not subject to the insider short swing profit
reporting and recovery rules under Section 16 of the Exchange Act. The SEC maintains an Internet site that contains reports,
proxy and information statements and other information regarding issuers that file electronically with the SEC. You may obtain
our SEC filings on the SEC website or on our website at https://bbu.brookfield.com.
In addition, our company is required by Canadian securities laws to file documents electronically with Canadian
securities regulatory authorities and these filings are available on our SEDAR profile at www.sedar.com. Written requests for such
documents should be directed to our Corporate Secretary at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda.
10.I. SUBSIDIARY INFORMATION
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See the information contained in this Form 20-F under Item 5.B., “Liquidity and Capital Resources - Market Risks”.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
184
Brookfield Business Partners
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
PART II
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As at December 31, 2021, an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in
Rules 13a-15(e) and 15d-15(e) of the Exchange Act) was carried out under the supervision and with the participation of persons
performing the functions of principal executive and principal financial officers for us and our Service Providers. Based upon that
evaluation, the persons performing the functions of principal executive and principal financial officers for us have concluded that,
as of December 31, 2021, our disclosure controls and procedures were effective: (i) to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) to ensure that information
required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to
our management, including the persons performing the functions of principal executive and principal financial officers for us, to
allow timely decisions regarding required disclosure.
It should be noted that while our management, including persons performing the functions of principal executive and
principal financial officers for us, believe our disclosure controls and procedures provide a reasonable level of assurance that such
controls and procedures are effective, they do not expect that our disclosure controls and procedures or internal controls will
prevent all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our
management, including persons performing the functions of principal executive and principal financial officers for us, we
conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on
the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on evaluation under Internal Control-Integrated Framework, our management concluded that
our internal control over financial reporting was effective as of December 31, 2021. Excluded from our evaluation were controls
over financial reporting at our technology services operations, solar power solutions operations, engineered components
manufacturer and our modular building leasing services operations for which control was acquired during 2021. The financial
statements of these businesses constitute approximately 20% of total assets, 26% of net assets, 3% of revenues and -4% of net
income of the consolidated financial statements of our partnership as of and for the year ending December 31, 2021.
Internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Report of Independent Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Deloitte
LLP, Independent Registered Public Accounting Firm, who have also audited the financial statements of our partnership, as stated
in their reports which are included herein.
Changes in Internal Control
There was no change in our internal control over financial reporting during the year ended December 31, 2021, that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We have not experienced any material impact to our internal control over financial reporting due to the global economic
shutdown. We are continually monitoring and assessing the global economic shutdown on our internal controls to minimize the
impact on their design and effectiveness.
Brookfield Business Partners
185
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Patricia Zuccotti possesses specific accounting and financial management
expertise and that she is an audit committee financial expert as defined by the SEC and is independent within the meaning of the
rules of the NYSE. Our board of directors has also determined that other members of the Audit Committee have sufficient
experience and ability in finance and compliance matters to enable them to adequately discharge their responsibilities.
ITEM 16B. CODE OF ETHICS
In March 2021, the BBU General Partner updated its Code of Business Conduct and Ethics, or the Code, that applies to
the members of the board of directors of the BBU General Partner, our company, any officers or employees of the BBU General
Partners and any employees of the Services Providers performing obligations under the Master Services Agreement. The Code is
reviewed and updated annually. We have posted a copy of the Code on our website at http://bbu.brookfield.com.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The BBU General Partner has retained Deloitte LLP (PCAOB ID No. 1208) to act as our company’s independent
registered public accounting firm.
The table below summarizes the fees for professional services rendered by Deloitte LLP for the audit of our annual
financial statements for the period ended December 31, 2021.
(US$ MILLIONS, except as noted)
Audit fees (1)
Audit-related fees (2)
Tax fees (3)
Total
____________________________________
December 31, 2021
%
USD
December 31, 2020
%
USD
$
$
14.7
23.1
0.7
38.5
38 % $
60 %
2 %
100 % $
12.9
15.7
0.6
29.2
44 %
54 %
2 %
100 %
(1)
(2)
(3)
Audit fees include fees for services that would normally be provided by the external auditor in connection with our statutory audit of the partnership,
including fees for services necessary to perform an audit or review in accordance with generally accepted auditing standards. This category also
includes services that generally only the external auditor reasonably can provide, including comfort letters, consents and assistance with and review of
certain documents filed with securities regulatory authorities.
Audit-related fees are for other statutory audits, assurance and related services, such as due diligence services, that traditionally are performed by the
external auditor. More specifically, these services include, among others: statutory audits of our subsidiaries, employee benefit plan audits, audits in
connection with acquisitions, attest services that are not required for the partnership’s statutory audit, and consultation concerning financial accounting
and reporting standards.
Tax fees are principally for assistance in tax compliance and tax advisory services.
The audit committee of the BBU General Partner pre-approves all audit and non-audit services provided to the
partnership by Deloitte LLP.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
186
Brookfield Business Partners
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
The following table provides our repurchase information for our units on a month-by-month basis for the year ended
December 31, 2021:
Period
January 1 - 31, 2021
February 1 - 28, 2021
March 1 - 31, 2021
April 1 - 30, 2021
May 1 - 31, 2021
June 1 - 30, 2021
July 1 - 31, 2021
August 1 - 31, 2021
September 1 - 30, 2021
October 1 - 31, 2021
November 1 - 30, 2021
December 1 - 31, 2021
Total Number of
Units Purchased
Average Price Paid
per Unit (US$)(1)(2)(3)
25.03
263,799 $
99,069 $
234 $
84,769 $
— $
— $
— $
372,138 $
366,910 $
1,100 $
489,142 $
269,330 $
24.99
26.67
26.57
—
—
—
27.75
28.45
30.07
30.63
30.39
Total Number of Units
Purchased as Part of
Publicly Announced
Plans or Programs(1)(2)
263,799
99,069
234
84,769
—
—
—
372,138
366,910
1,100
489,142
269,330
Maximum Number of
Units That May Yet Be
Purchased Under The
Plans or Programs
2,468,089
2,369,020
2,368,786
2,284,017
2,284,017
2,284,017
2,284,017
3,652,264
3,285,354
3,284,254
2,795,112
2,525,782
____________________________________
(1)
(2)
(3)
On August 11, 2020, the TSX accepted a notice filed by the partnership of its intention to renew the NCIB, for its LP Units. Under the NCIB, the
partnership was authorized to repurchase up to 5% of its issued and outstanding LP Units as at August 11, 2020, or 4,016,508 LP Units, including up to
20,432 LP Units on the TSX during any trading day. The partnership could make block purchases that exceed this daily purchase restriction, up to a
maximum of 2,000,000 LP Units and subject to the annual aggregate limit. This agreement expired on August 16, 2021.
On August 12, 2021, the TSX accepted a notice filed by the partnership of its intention to renew the NCIB for its LP Units. Under the NCIB, the
partnership is authorized to repurchase up to 5% of its issued and outstanding LP Units as at August 12, 2021, or 3,929,206 LP Units, including up to
18,938 LP Units on the TSX during any trading day. All purchases will be made through facilities of the TSX or the NYSE, or alternative trading
systems in Canada or the United States, and all our units acquired under the NCIB will be canceled. This agreement will expire on August 16, 2022.
During the year ended December 31, 2021, we repurchased 1,946,491 LP Units (December 31, 2020: 1,858,671 LP Units).
Reflects the price after adjusting for the dilutive effect of the special distribution.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
ITEM 16G. CORPORATE GOVERNANCE
Our corporate practices are not materially different from those required of U.S. domestic limited partnerships under the
NYSE Listing Standards.
ITEM 16H. MINING SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that
are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in
their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related
assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health
Administration, or the MSHA, under the Federal Mine Safety and Health Act of 1977, as amended, or the Mine Act. During the
fiscal year ended December 31, 2021, our company did not have any mines in the United States subject to regulation by MSHA
under the Mine Act.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
Brookfield Business Partners
187
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
PART III
See the list of financial statements beginning on page F-1 which are filed as part of the annual report on Form 20-F.
ITEM 19. EXHIBITS
188
Brookfield Business Partners
Number
Description
1.1 Certificate of registration of Brookfield Business Partners L.P., registered as of January 18, 2016 (1)
1.2 Amended and Restated Limited Partnership Agreement of Brookfield Business Partners L.P., dated May 31, 2016,
amended by first amendment thereto dated June 17, 2016 and as further amended by second amendment thereto dated
May 18, 2020 (3)
1.3 Bye-Laws of Brookfield Business Partners Limited (6)
2.1 Description of Securities *
4.1 Master Services Agreement by and among Brookfield Asset Management Inc., Brookfield Business Partners L.P., and
the other parties thereto, dated June 1, 2016 (2)
4.2 First Amendment to the Master Services Agreement by and among Brookfield Asset Management Inc., Brookfield
Business Partners L.P., and the other parties thereto, dated as of March 15, 2022 (7)
4.3 Amended and Restated Limited Partnership Agreement of Brookfield Business L.P., dated May 31, 2016 , as amended
by first amendment thereto dated June 17, 2016 and as further amended by second amendment thereto dated May 18,
2020(4)
4.4 Relationship Agreement between Brookfield Business Partners L.P. and Brookfield Asset Management Inc., dated
June 1, 2016(5)
4.5 Amendment to the Relationship Agreement between Brookfield Business Partners L.P. and Brookfield Asset
Management Inc., dated March 15, 2022(8)
4.6 Registration Rights Agreement between Brookfield Business Partners L.P. and Brookfield Asset Management, dated
June 1, 2016(9)
4.7 Fourth Amended and Restated Credit Agreement by and among Brookfield Business L.P., Brookfield BBP Canada
Holdings Inc., Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings LLC and the other
borrowers thereto, Brookfield Business Partners L.P., BBUC Holdings Inc. and BPEG US Inc. dated March 15, 2022
(10)
4.8 Equity Commitment Agreement between Brookfield Business Corporation and Brookfield BBP Canada Holdings Inc.
dated March 15, 2022 (11)
4.9 Voting Agreement, between Brookfield Asset Management Inc., Brookfield CanGP Limited, Brookfield Canada GP
L.P. and Brookfield BBP Canada Holdings Inc., dated June 1, 2016(12)
4.10 Trade-Mark Sublicense Agreement by and among Brookfield Asset Management Holdings Ltd., Brookfield Business
Partners L.P., and Brookfield Business L.P. dated May 24, 2016(13)
4.11 Commitment Agreement between Brookfield Asset Management Inc. and Brookfield Business Partners L.P. dated as
of February 4, 2022 (14)
4.12 Third Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Business L.P., dated
March 15, 2022 (15)
4.13 Third Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Business Partners L.P.
dated March 15, 2022 (16)
8.1 List of significant subsidiaries of Brookfield Business Partners L.P. (incorporated by reference to Item 4.C.,
Organizational Structure)
12.1 Certification of Cyrus Madon, Chief Executive Officer, Brookfield Business Partners L.P., pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002*
12.2 Certification of Jaspreet Dehl, Chief Financial Officer, Brookfield Business Partners L.P., pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002*
13.1 Certification of Cyrus Madon, Chief Executive Officer, Brookfield Business Partners L.P., pursuant to 18 U.S.C
Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002*
13.2 Certification of Jaspreet Dehl, Chief Financial Officer, Brookfield Business Partners L.P., pursuant to 18 U.S.C
Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002*
15.1 Consent of Deloitte LLP, Independent Registered Public Accounting Firm*
101.INS XBRL Instance Document*
101.SCH XBRL Taxonomy Extension Schema Document*
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB XBRL Taxonomy Extension Label Linkbase Document*
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*
104 Cover Page Interactive Data file (formatted in Inline XBRL and contained in Exhibit 101)
____________________________________
Brookfield Business Partners
189
* Filed herewith.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
Filed as an exhibit to Amendment No. 3 to the Registration Statement on Form F-1 on February 29, 2016 and incorporated herein by reference.
Incorporated by reference to Exhibit 99.3 to the company’s Current Report on Form 6-K filed on June 22, 2016.
Incorporated by reference to Exhibit 99.1 to the company’s Current Report on Form 6-K filed on June 22, 2016 and Exhibit 99.1 to the company’s
Current Report on Form 6-K filed on May 21, 2020.
Incorporated by reference to Exhibit 99.4 to the company’s Current Report on Form 6-K filed on June 22, 2016 and Exhibit 99.2 to the company’s
Current Report on Form 6-K filed on May 21, 2020.
Incorporated by reference to Exhibit 99.5 to the company’s Current Report on Form 6-K filed on June 22, 2016.
Incorporated by reference to the company’s Annual Report on Form 20-F for the year ended December 31, 2017, filed March 9, 2018.
Incorporated by reference to Exhibit 99.7 to the company’s Current Report on Form 6-K filed on March 21, 2022.
Incorporated by reference to Exhibit 99.4 to the company’s Current Report on Form 6-K filed on March 21, 2022.
Incorporated by reference to Exhibit 99.2 to the company’s Current Report on Form 6-K filed on June 22, 2016.
Incorporated by reference to Exhibit 99.5 to the company’s Current Report on Form 6-K filed on March 21, 2022.
Incorporated by reference to Exhibit 99.6 to the company’s Current Report on Form 6-K filed on March 21, 2022.
Incorporated by reference to Exhibit 99.7 to the company’s Current Report on Form 6-K filed on June 22, 2016.
Incorporated by reference to Exhibit 99.8 to the company’s Current Report on Form 6-K filed on June 22, 2016.
Incorporated by reference to Exhibit 99.1 to the company’s Current Report on Form 6-K filed on February 22, 2022.
Incorporated by reference to Exhibit 99.3 to the company’s Current Report on Form 6-K filed on March 21, 2022.
Incorporated by reference to Exhibit 99.1 to the company’s Current Report on Form 6-K filed on March 30, 2022.
The registrant hereby agrees to furnish to the SEC at its request copies of long-term debt instruments defining the rights
of holders of outstanding long-term debt that are not required to be filed herewith.
190
Brookfield Business Partners
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this annual report on its behalf.
SIGNATURES
BROOKFIELD BUSINESS PARTNERS L.P., by its general
partner, BROOKFIELD BUSINESS PARTNERS LIMITED
By:
/s/ Jane Sheere
Name:
Title:
Jane Sheere
Secretary
Date: April 25, 2022
Brookfield Business Partners
191
INDEX TO FINANCIAL STATEMENTS
Consolidated financial statements for Brookfield Business Partners L.P. as at December 31, 2021 and 2020 and
for each of the years in the three years ended December 31, 2021
Page
F-1
Brookfield Business Partners
F-1
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR
BROOKFIELD BUSINESS PARTNERS L.P.
Audited Consolidated Financial Statements of Brookfield Business Partners L.P.
Reports of the Independent Registered Public Accounting Firm
Consolidated Statements of Financial Position
Consolidated Statements of Operating Results
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flow
Notes to the Consolidated Financial Statements
Page
F-3
F-6
F-7
F-8
F-9
F-11
F-12
F-2
Brookfield Business Partners
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Unitholders of Brookfield Business Partners L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Brookfield Business Partners L.P. and subsidiaries (the
"Partnership") as of December 31, 2021 and 2020, the related consolidated statements of operating results, comprehensive income, changes in
equity, and cash flow, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the
"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as
of December 31, 2021 and 2020, and its financial performance and its cash flows for each of the three years in the period ended December 31,
2021, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Partnership's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 25, 2022
expressed an unqualified opinion on the Partnership's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the
Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters
below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Acquisition of Businesses – Refer to Notes 2(e), 2(ad)(i) and 3(a) to the financial statements
Critical Audit Matter Description
The Partnership acquired several businesses during the year. When each business was acquired, the Partnership assessed the degree of influence
it exerted and whether it had control. Once it was established that control existed, the Partnership accounted for the business combination using
the acquisition method of accounting. The purchase price of each acquisition was allocated to the assets acquired and liabilities assumed based
on their respective fair values at the date of acquisition.
While there were several estimates made by management in the determination of the fair value of the assets acquired and the liabilities assumed,
the estimates with the greatest measurement uncertainty for the two largest acquisitions (Modulaire Investments 2 S.à r.l and DexKo Global
Inc.) were operating income, EBITDA and discount rates used in the valuation of intangible assets. Auditing these estimates required a high
degree of auditor judgment and this resulted in an increased extent of audit effort, including the involvement of fair value specialists.
Brookfield Business Partners
F-3
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the estimates made by management in the acquisition of businesses included the following, among others:
•
•
Evaluated the effectiveness of controls over management’s process for determining the fair value of intangible assets, including those
over operating income, EBITDA and discount rates.
Evaluated the reasonableness of management’s forecasted operating income and EBITDA used in the valuation of intangible assets by
comparing projections to historical results, analyst industry reports and evidence obtained in other areas of the audit.
• With the assistance of fair value specialists, evaluated the reasonableness of the discount rates used in the valuation of intangible
assets, including testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of
the calculation, and developing a range of independent estimates and comparing it to the discount rates selected by management.
Goodwill and Property, Plant & Equipment (“PP&E”) - Impairment — Refer to Notes 2(n), 2(ad)(iv), 11, and 13 to the financial statements
Critical Audit Matter Description
Impairment indicators were identified within the Partnership’s consolidated subsidiary Altera Infrastructure L.P. (“Altera”) as a result of
changes in certain forecasted vessel cash flows. The Partnership used discounted cash flow models to estimate the recoverable amounts, which
resulted in recording impairment charges on goodwill, PP&E and PP&E held within joint ventures of Altera.
In determining the recoverable amounts, the estimates with the highest degree of uncertainty were cash flow forecasts, specifically relating to
expected earnings, vessel redeployment rates, capital expenditures, and discount rates. Auditing management’s estimates used in the impairment
evaluation of goodwill and PP&E required a high degree of auditor judgment and an increased extent of audit effort, including the involvement
of fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to cash flow forecasts and the discount rates used in determining the recoverable amounts for vessels and goodwill
included the following, among others:
•
•
•
Evaluated the effectiveness of controls over the selection of the cash flow forecasts and the selection of the discount rates used to
determine the recoverable amounts.
Evaluated management’s ability to accurately forecast cash flows by comparing actual results to historical forecasts made.
Evaluated the reasonableness of management’s cash flow forecasts by comparing the forecasts to the business plan, as well as analyst
and industry reports, including those of peer companies.
• With the assistance of fair value specialists, evaluated the reasonableness of the discount rates, including testing the source
information underlying the determination of the discount rates, testing the mathematical accuracy of the calculation, and developing a
range of independent estimates and comparing those to the discount rate selected by management.
/s/ Deloitte LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
April 25, 2022
We have served as the Partnership’s auditor since 2015.
F-4
Brookfield Business Partners
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Unitholders of Brookfield Business Partners L.P.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Brookfield Business Partners L.P. and subsidiaries (the “Partnership") as of
December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued
by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated financial statements as of and for the year ended December 31, 2021, of the Partnership and our report dated April 25, 2022,
expressed an unqualified opinion on those financial statements.
As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the
internal control over financial reporting at Everise Holdings Pte Ltd.(“Everise”), which was acquired on January 8, 2021; Aldo Componentes
Eletrônicos LTDA (“Aldo”) which was acquired on August 31, 2021; DexKo Global Inc. (“DexKo”) which was acquired on October 4, 2021
and Modulaire Investments 2 S.à r.l (“Modulaire”) which was acquired on December 15, 2021, and whose financial statements constitute 20%
of total assets, 26% of net assets, 3% of total revenues and -4% of net income of the consolidated financial statement amounts as of and for the
year ended December 31, 2021. Accordingly, our audit did not include the internal control over financial reporting at Everise, Aldo, DexKo and
Modulaire.
Basis for Opinion
The Partnership's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
April 25, 2022
Brookfield Business Partners
F-5
CONSOLIDATED FINANCIAL STATEMENTS FOR
BROOKFIELD BUSINESS PARTNERS L.P.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Notes
December 31, 2021 December 31, 2020
$
2,588 $
(US$ MILLIONS)
Assets
Current Assets
Cash and cash equivalents
Financial assets
Accounts and other receivable, net
Inventory, net
Other assets
Financial assets
Accounts and other receivable, net
Other assets
Property, plant and equipment
Deferred income tax assets
Intangible assets
Equity accounted investments
Goodwill
Liabilities and Equity
Current Liabilities
Accounts payable and other
Corporate borrowings
Non-recourse borrowings in subsidiaries of the partnership
Accounts payable and other
Corporate borrowings
Non-recourse borrowings in subsidiaries of the partnership
Deferred income tax liabilities
Equity
Limited partners
Non-controlling interests attributable to:
Redemption-Exchange Units, Preferred Shares and Special
Limited Partnership Units held by Brookfield Asset
Management Inc.
Interest of others in operating subsidiaries
4
5
6
7
9
5
6
9
11
18
12
14
13
15
17
17
15
17
17
18
19
19
10
$
$
$
$
2,014
4,945
4,512
1,359
15,418
6,536
693
488
15,325
888
14,806
1,480
8,585
64,219 $
11,850 $
—
2,062
13,912
7,786
1,619
25,395
2,507
51,219 $
2,743
2,575
4,306
3,696
1,173
14,493
6,221
683
411
13,982
761
11,261
1,690
5,244
54,746
10,416
300
1,417
12,133
7,516
310
21,749
1,701
43,409
2,252 $
1,928
2,026
8,722
13,000
$
64,219 $
1,564
7,845
11,337
54,746
The accompanying notes are an integral part of the consolidated financial statements.
F-6
Brookfield Business Partners
CONSOLIDATED FINANCIAL STATEMENTS FOR
BROOKFIELD BUSINESS PARTNERS L.P.
CONSOLIDATED STATEMENTS OF OPERATING RESULTS
(US$ MILLIONS, except per unit amounts)
Revenues
Direct operating costs
General and administrative expenses
Interest income (expense), net
Equity accounted income (loss), net
Impairment expense, net
Gain (loss) on acquisitions/dispositions, net
Other income (expense), net
Income (loss) before income tax
Income tax (expense) recovery
Current
Deferred
Net income (loss)
Attributable to:
Limited partners
Non-controlling interests attributable to:
Redemption-Exchange Units held by Brookfield Asset
Management Inc.
Special Limited Partners
Interest of others in operating subsidiaries
Basic and diluted earnings (loss) per limited partner unit
Notes
2021
2020
2019
24
21
$
46,587 $
37,635 $
43,032
(43,151)
(34,630)
(40,131)
(1,012)
(1,468)
13
(440)
1,823
(34)
2,318
(536)
371
(968)
(1,482)
57
(263)
274
111
734
(284)
130
2,153 $
580 $
(832)
(1,274)
114
(609)
726
(400)
626
(324)
132
434
258 $
(91) $
43
228
157
1,510
(78)
—
749
2,153 $
580 $
3.28 $
(1.13) $
45
—
346
434
0.62
$
$
$
$
14
11, 13
8
18
18
19
19
19
19
The accompanying notes are an integral part of the consolidated financial statements.
Brookfield Business Partners
F-7
CONSOLIDATED FINANCIAL STATEMENTS FOR
BROOKFIELD BUSINESS PARTNERS L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(US$ MILLIONS)
Net income (loss)
Other comprehensive income (loss):
Items that may be reclassified subsequently to profit or loss:
Fair value through other comprehensive income
Foreign currency translation
Net investment and cash flow hedges
Equity accounted investments
Taxes on the above items
Reclassification to profit or loss
Items that will not be reclassified subsequently to profit or loss:
Revaluation of pension obligations
Fair value through other comprehensive income
Taxes on the above items
Total other comprehensive income (loss)
Comprehensive income (loss)
Attributable to:
Limited partners
Non-controlling interests attributable to:
Redemption-Exchange Units held by Brookfield Asset
Management Inc.
Special Limited Partners
Interest of others in operating subsidiaries
Notes
2021
2020
2019
$
2,153 $
580 $
434
4
14
18
30
$
$
$
(139) $
(385)
234
(16)
17
52
(237)
345
235
(60)
283
168 $
163
(245)
6
(70)
85
107
—
13
(132)
—
13
18
(88)
(139)
(122)
100
4
72
10
2
(198)
236
2,436 $
652 $
322 $
(55) $
11
285
157
1,672
(47)
—
754
$
2,436 $
652 $
16
—
209
236
The accompanying notes are an integral part of the consolidated financial statements.
F-8
Brookfield Business Partners
CONSOLIDATED FINANCIAL STATEMENTS FOR
BROOKFIELD BUSINESS PARTNERS L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Limited Partners
Non-Controlling Interests
Redemption-Exchange Units held by
Brookfield Asset Management Inc.
Special
Limited
Partners
Preferred
Shares
(US$ MILLIONS)
Capital
Retained
earnings
Ownership
changes
Accumulated other
comprehensive
income (loss) (1)
Limited
partners
Capital
Retained
earnings
Ownership
changes
Accumulated other
comprehensive
income (loss) (1)
Redemption-
exchange
units
Retained
earnings
Capital
Balance as at January 1, 2021
$
2,275 $
(235) $
68 $
(180) $
1,928
$
1,924 $
(222) $
78 $
(231) $
1,549
$
—
$
Net income (loss)
Other comprehensive income (loss)
Total comprehensive income (loss)
Contributions
Distributions (2)
Ownership changes (3)
Unit repurchases (2)
Acquisition of interest (4)
Balance as at December 31, 2021
Balance as at January 1, 2020
Net income (loss)
Other comprehensive income
Total comprehensive income (loss)
Contributions
Distributions (2)
Ownership changes (3)
Unit repurchases (2)
Acquisition of interest (4)
—
—
—
—
—
—
(83)
—
258
—
258
—
(20)
60
—
—
—
—
—
—
—
82
—
—
—
64
64
—
—
(37)
—
—
258
64
322
—
(20)
105
(83)
—
—
—
—
—
—
—
—
—
228
—
228
—
(17)
53
—
—
—
—
—
—
—
105
—
—
—
57
57
—
—
36
—
—
228
57
285
—
(17)
194
—
—
$
$
2,192 $
63 $
2,331 $
(217) $
150 $
220 $
(153) $
2,252
(218) $
2,116
$
$
1,924 $
42 $
1,924 $
(209) $
183 $
210 $
(138) $
(264) $
2,011
1,661
$
$
—
—
—
—
—
—
(56)
—
(91)
—
(91)
—
(20)
93
—
—
—
—
—
—
—
(152)
—
—
—
36
36
—
—
2
—
—
(91)
36
(55)
—
(20)
(57)
(56)
—
—
—
—
—
—
—
—
—
(78)
—
(78)
—
(17)
82
—
—
—
—
—
—
—
(132)
—
—
—
31
31
—
—
2
—
—
(78)
31
(47)
—
(17)
(48)
—
—
Balance as at December 31, 2020
$
2,275 $
(235) $
68 $
(180) $
1,928
$
1,924 $
(222) $
78 $
(231) $
1,549
$
157
—
157
—
(157)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
$
15
—
—
—
—
—
—
—
—
15
15
—
—
—
—
—
—
—
—
15
Interest of
others in
operating
subsidiaries
Total
equity
$
7,845
$
11,337
1,510
162
1,672
1,094
(1,935)
(2,039)
—
2,085
8,722
7,261
749
5
754
715
$
$
2,153
283
2,436
1,094
(2,129)
(1,740)
(83)
2,085
13,000
11,053
580
72
652
715
$
$
(1,225)
(1,262)
107
—
233
2
(56)
233
$
7,845
$
11,337
____________________________________
(1)
(2)
(3)
(4)
See Note 20 for additional information.
See Note 19 for additional information on distributions and for additional information on unit issuances and repurchases.
Includes gains or losses on changes in ownership interests of consolidated subsidiaries.
See Note 3 for additional information.
Brookfield Business Partners
F-9
(US$ MILLIONS)
Limited Partners
Capital
Retained
earnings
Ownership
changes
Accumulated
other
comprehensive
income (loss) (1)
Non-Controlling Interests
Redemption-Exchange Units held by
Brookfield Asset Management Inc.
Special
Limited
Partners
Preferred
Shares
Limited
partners
Capital
Retained
earnings
Ownership
changes
Accumulated
other
comprehensive
income (loss) (1)
Redemption-
exchange
units
Retained
earnings
Capital
Balance as at January 1, 2019
$
1,766 $
(237) $
205 $
(186) $
1,548
$
1,674 $
(234) $
195 $
(235) $
1,400
$
Net income (loss)
Other comprehensive income (loss)
Total comprehensive income (loss)
Contributions
Distributions (2)
Ownership changes (3)
Unit issuances, net of repurchases (2)
Acquisition of interest (4)
—
—
—
—
—
—
565
—
43
—
43
—
(18)
(5)
—
—
—
—
—
—
—
15
—
—
—
(32)
(32)
—
—
—
—
—
43
(32)
11
—
(18)
10
565
—
—
—
—
—
—
—
250
—
45
—
45
—
(17)
(3)
—
—
—
—
—
—
—
15
—
—
—
(29)
(29)
—
—
—
—
—
45
(29)
16
—
(17)
12
250
—
Balance as at December 31, 2019
$
2,331 $
(217) $
220 $
(218) $
2,116
$
1,924 $
(209) $
210 $
(264) $
1,661
$
—
—
—
—
—
—
—
—
—
—
$
$
15
—
—
—
—
—
—
—
—
15
Interest of
others in
operating
subsidiaries
Total
equity
$
3,531
$
6,494
346
(137)
209
235
434
(198)
236
235
(1,678)
(1,713)
(441)
—
5,405
(419)
815
5,405
$
7,261
$
11,053
____________________________________
(1)
(2)
(3)
(4)
See Note 20 for additional information.
See Note 19 for additional information on distributions, and for additional information on unit issuances and repurchases.
Includes gains or losses on changes in ownership interests of consolidated subsidiaries.
See Note 3 for additional information.
The accompanying notes are an integral part of the consolidated financial statements.
F-10
Brookfield Business Partners
CONSOLIDATED FINANCIAL STATEMENTS FOR
BROOKFIELD BUSINESS PARTNERS L.P.
CONSOLIDATED STATEMENTS OF CASH FLOW
(US$ MILLIONS)
Operating Activities
Net income (loss)
Adjusted for the following items:
Equity accounted earnings, net of distributions
Impairment expense, net
Depreciation and amortization expense
Gain on acquisitions/dispositions, net
Provisions and other items
Deferred income tax expense (recovery)
Changes in non-cash working capital, net
Cash from operating activities
Financing Activities
Proceeds from non-recourse subsidiary borrowings of the partnership
Repayment of non-recourse subsidiary borrowings of the partnership
Proceeds from corporate borrowings
Repayment of corporate borrowings
Proceeds from other financing
Repayment of other financing
Proceeds from (repayment of) other credit facilities, net
Lease liability repayment
Capital provided by limited partners and Redemption-Exchange unitholders
Capital provided by others who have interests in operating subsidiaries
Capital paid to others who have interests in operating subsidiaries
Partnership units repurchased
Distributions to limited partners and Redemption-Exchange Unitholder
Distributions to Special LP Unitholder
Distributions to others who have interests in operating subsidiaries
Cash from (used in) financing activities
Investing Activities
Acquisitions
Subsidiaries, net of cash acquired
Property, plant and equipment and intangible assets
Equity accounted investments
Financial assets and other
Dispositions
Subsidiaries, net of cash disposed
Property, plant and equipment and intangible assets
Equity accounted investments
Financial assets and other
Net settlement of hedges
Restricted cash and deposits
Cash (used in) investing activities
Cash and cash equivalents
Change during the period
Impact of foreign exchange
Net change in cash reclassified as assets held for sale
Balance, beginning of year
Balance, end of year
Notes
2021
2020
2019
$
2,153 $
580 $
434
14
11, 12, 13
8
18
29
19
19
19
19
19
3
76
440
2,283
(1,823)
77
(371)
(1,142)
1,693
10,758
(5,031)
2,006
(997)
144
(130)
343
(264)
—
3,667
(1,336)
(83)
(37)
(79)
(1,898)
7,063
(8,944)
(1,450)
(6)
(3,412)
349
124
327
3,483
27
576
(8,926)
(17)
263
2,165
(274)
282
(130)
1,336
4,205
4,357
(5,069)
1,742
(1,132)
174
(111)
(520)
(229)
—
841
(56)
(56)
(37)
—
(981)
(1,077)
101
(1,405)
(446)
(2,372)
537
41
—
1,716
179
(685)
(2,334)
(170)
15
—
2,743
2,588 $
794
(37)
—
1,986
2,743 $
$
(52)
609
1,804
(726)
110
(132)
116
2,163
15,164
(3,786)
—
—
1,750
(42)
321
(182)
815
4,151
(462)
—
(35)
—
(1,769)
15,925
(18,498)
(1,205)
(25)
(73)
1,393
62
43
262
32
70
(17,939)
149
(10)
(102)
1,949
1,986
Supplemental cash flow information is presented in Note 29
The accompanying notes are an integral part of the consolidated financial statements.
Brookfield Business Partners
F-11
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS
Brookfield Business Partners L.P. and its subsidiaries, (collectively, the “partnership”) own and operate business
services and industrials operations on a global basis. Brookfield Business Partners L.P. was registered as a limited partnership
established under the laws of Bermuda, and organized pursuant to a limited partnership agreement as amended on May 31,
2016, and as thereafter amended. Brookfield Business Partners L.P. is a subsidiary of Brookfield Asset Management Inc.
(“Brookfield Asset Management” or “Brookfield” or the “parent company”). Brookfield Business Partners L.P.’s limited
partnership units are listed on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”) under the
symbols “BBU” and “BBU.UN”, respectively. The registered head office of Brookfield Business Partners L.P. is 73 Front
Street, 5th Floor, Hamilton HM 12, Bermuda.
Brookfield Business Partners L.P.’s sole direct investment is a managing general partnership interest (the “Managing
GP Units”) in Brookfield Business L.P. (the “Holding LP”), which holds the partnership’s interests in business services and
industrial operations.
The partnership’s principal operations include business services operations, such as a residential mortgage insurer,
healthcare services operations and construction operations. The partnership’s principal industrial operations comprise advanced
energy storage operations, graphite electrode operations and an engineered components manufacturer. The partnership’s
operations also include infrastructure services which comprise nuclear technology services operations, work access service
operations, offshore oil services operations and modular building leasing services operations. The partnership’s operations are
primarily located in Canada, Australia, the U.K., the United States, India and Brazil.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of presentation
These consolidated financial statements of the partnership and its subsidiaries (“financial statements”) have been
prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board (“IASB”). The financial statements are prepared on a going concern basis and have been presented in U.S.
dollars rounded to the nearest million unless otherwise indicated. The accounting policies and methodologies set out below
have been applied consistently. Policies not effective for the current accounting period are described later in Note 2 (ae), under
Future changes in accounting policies.
These financial statements were approved by the Board of Directors of the partnership’s general partner and authorized
for issue on April 25, 2022.
Revision of Comparatives
During the year, the partnership reclassified depreciation and amortization expense to direct operating costs whereas it
was previously included as a separate line labeled depreciation and amortization on the consolidated statements of operating
results. The partnership reclassified prior period amounts to reflect this change. This reclassification increased direct operating
costs by $2,165 million and $1,804 million for the years ended December 31, 2020 and December 31, 2019, respectively, with
equal and offsetting decreases in the depreciation and amortization expense line item. This reclassification had no impact on
revenues, net income (loss), or earnings (loss) per limited partner unit.
(b)
Basis of consolidation
The financial statements include the accounts of the partnership and its consolidated subsidiaries, which are the entities
over which the partnership has control. An investor controls an investee when it is exposed, or has rights, to variable returns
from its involvement with the investee and has the ability to affect those returns through its power over the investee. Non-
controlling interests in the equity of the partnership’s subsidiaries held by others and the Redemption-exchange partnership
units, Special LP Units and preferred shares held by Brookfield in the Holding LP and the holding entities respectively are
shown separately in equity in the consolidated statements of financial position. Intercompany transactions within the
partnership have been eliminated.
F-12
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Brookfield Business Partners L.P., through its Managing GP Units, is the managing general partner of Holding LP, and
thus controls Holding LP. The partnership has entered into agreements with various affiliates of Brookfield, whereby the
partnership has assigned Brookfield’s voting or general partner kick-out rights and effectively controls the subsidiaries of
Holding LP with respect to which the agreements were put in place. Accordingly, the partnership consolidates the accounts of
Holding LP and its subsidiaries.
(c)
(i)
Interests in other entities
Subsidiaries
These financial statements include the accounts of the partnership and subsidiaries over which the partnership has
control. Subsidiaries are consolidated from the date of acquisition, being the date on which the partnership obtained control, and
continue to be consolidated until the date when control is lost. The partnership controls an investee when it is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power
over the investee.
Non-controlling interests may be initially measured either at fair value or at the non-controlling interests’ proportionate
share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition by
acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at
initial recognition plus the non-controlling interests’ share of subsequent changes in partnership capital in addition to changes in
ownership interests. Total comprehensive income (loss) is attributed to non-controlling interests, even if this results in the non-
controlling interests having a deficit balance.
All intercompany balances, transactions, revenues and expenses are eliminated in full.
The following provides information about the partnership’s wholly-owned subsidiaries as of December 31, 2021 and
2020:
Business type
Business services
Name of entity
Country of
incorporation
Voting interest
2020
2021
Economic
interest
2021
2020
Real estate services operations
Construction operations
Digital cloud services operations WatServ Holdings Ltd.
Bridgemarq Real Estate
Services
Multiplex Global Limited
Canada
United Kingdom
Canada
100 % 100 % 100 % 100 %
100 % 100 % 100 % 100 %
100 % 75 % 100 % 75 %
Brookfield Business Partners
F-13
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following table presents details of non-wholly owned subsidiaries of the partnership:
Business type
Business services
Advisory services operations
Real estate services operations
Road fuels operations
Rural broadband services
operations
Healthcare services operations
Fleet management services
operations
Residential mortgage insurer
Non-bank financial services
operations
Technology services operations
Infrastructure services
Nuclear technology services
operations
Service provider to the offshore
oil production industry
Modular building leasing services
operations
Industrials
Limestone mining operations
Water and wastewater operations
Infrastructure support products
manufacturing operations
Returnable plastic packaging
operations
Energy services operations
Natural gas production
Advanced energy storage
operations
Automotive aftermarket
replacement parts remanufacturer
Solar power solutions operations
Engineered components
manufacturer
Name of entity
Country of
incorporation
Voting interest
2020
2021
Economic
interest
2021
2020
Sera Global Holding LP
Crossbridge Condominium
Services Ltd.
Greenergy Fuels Holding
Limited
Imagine Communications
Group Limited
Healthscope Limited
Ouro Verde Locação e
Seviços S.A.
Sagen MI Canada Inc.
IndoStar Capital Finance
Limited
Everise Holdings Pte Ltd.
Westinghouse Electric
Company
Altera Infrastructure L.P.
Modulaire Investments 2
S.à r.l.
Canada
Canada
England
Ireland
Australia
Brazil
Canada
75 % 75 %
75 % 75 %
90 % 90 %
90 % 90 %
89 % 89 %
18 % 18 %
55 % 55 %
100 % 100 %
31 % 31 %
28 % 28 %
100 % 100 %
100 % 57 %
35 % 35 %
41 % 24 %
India
Singapore
57 % 57 %
100 % — %
20 % 20 %
36 % — %
United States
100 % 100 %
44 % 44 %
United States
99 % 99 %
43 % 43 %
Luxembourg
100 %
— %
36 % — %
Hammerstone Infrastructure
Materials Ltd.
BRK Ambiental
Participações S.A.
AP Infrastructure Solutions
LP
Schoeller Allibert Group
B.V.
Canada
Brazil
Canada
98 % 100 %
94 % 39 %
70 % 70 %
26 % 26 %
100 % 100 %
25 % 25 %
Netherlands
52 % 52 %
14 % 14 %
CWC Energy Services Corp. Canada
Canada
Ember Resources Inc.
57 % 80 %
100 % 100 %
57 % 54 %
46 % 46 %
Clarios Global LP
United States
100 % 100 %
28 % 28 %
Cardone Industries Inc.
Aldo Componentes
Eletrônicos LTDA
United States
98 % 98 %
52 % 52 %
Brazil
100 % — %
35 % — %
DexKo Global Inc.
United States
100 % — %
35 % — %
F-14
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(ii)
Associates and joint ventures
Associates are entities over which the partnership exercises significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but without control or joint control over those policies.
Joint ventures are joint arrangements whereby the parties that have joint control of the arrangement have the rights to the net
assets of the joint arrangement. Joint control is the contractually agreed sharing of control over an arrangement, which exists
only when decisions about the relevant activities require unanimous consent of the parties sharing control. The partnership
accounts for associates and joint ventures using the equity method of accounting for equity accounted investments on the
consolidated statements of financial position.
Interests in associates and joint ventures accounted for using the equity method are initially recognized at cost. At the
time of initial recognition, if the cost of the associate or joint venture is lower than the proportionate share of the investment’s
underlying fair value, the partnership records a gain on the difference between the cost and the underlying fair value of the
investment in net income. If the cost of the associate or joint venture is greater than the partnership’s proportionate share of the
underlying fair value, goodwill relating to the associate or joint venture is included in the carrying amount of the investment.
Subsequent to initial recognition, the carrying value of the partnership’s interest in an associate or joint venture is
adjusted for the partnership’s share of comprehensive income and distributions of the investee. Profit and losses resulting from
transactions with an associate or joint venture are recognized in the financial statements based on the interests of unrelated
investors in the investee. The carrying value of associates or joint ventures is assessed for impairment at each reporting date.
Impairment losses on equity accounted investments may be subsequently reversed in net income. Further information on the
impairment of long-lived assets is available in Note 2 (l).
(d)
Foreign currency translation
The U.S. dollar is the functional and presentation currency of the partnership. Each of the partnership’s subsidiaries
and equity accounted investments determines its own functional currency and items included in the financial statements of each
subsidiary and equity accounted investment are measured using that functional currency.
Assets and liabilities of foreign operations having a functional currency other than the U.S. dollar are translated at the
rate of exchange prevailing at the reporting date and revenues and expenses at average rates during the period. Gains or losses
on translation are included as a component of equity.
On disposal of a foreign operation resulting in the loss of control, the component of other comprehensive income due
to accumulated foreign currency translation relating to that foreign operation is reclassified to net income. Gains or losses on
foreign currency denominated balances and transactions that are designated as hedges of net investments in these operations are
reported in the same manner. On partial disposal of a foreign operation in which control is retained, the proportionate share of
the component of other comprehensive income or loss relating to that foreign operation is reclassified to non-controlling
interests in that foreign operation.
Foreign currency denominated monetary assets and liabilities are translated using the exchange rate prevailing at the
reporting date and non-monetary assets and liabilities are measured at their historic cost and translated at the exchange rate on
the transaction date. Revenues and expenses are measured at average exchange rates during the period. Gains or losses on
translation of these items are included in the consolidated statements of operating results.
(e)
Business combinations
Business acquisitions, in which control is acquired, are accounted for using the acquisition method in accordance with
IFRS 3, Business Combinations (“IFRS 3”), other than those between entities under common control.
The consideration of each acquisition is measured at the aggregate of the fair values at the acquisition date of assets
transferred by the acquirer, liabilities incurred or assumed, and equity instruments issued by the partnership in exchange for
control of the acquiree. Transaction costs are recognized in the consolidated statements of operating results as incurred and
included in other income (expense), net.
Brookfield Business Partners
F-15
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Where applicable, the consideration for each acquisition includes any asset or liability resulting from a contingent
consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in fair values are adjusted against
the cost of the acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value
of contingent consideration classified as liabilities will be recognized in the consolidated statements of operating results,
whereas changes in the fair values of contingent consideration classified within equity are not subsequently remeasured.
Where a business combination is achieved in stages, the partnership’s previously held interests in the acquired entity
are remeasured to fair value at the acquisition date, that is, the date the partnership attains control. The resulting gain or loss, if
any, is recognized in the consolidated statements of operating results. Amounts arising from interests in the acquiree prior to the
acquisition date that have previously been recognized in other comprehensive income (loss) are reclassified to the consolidated
statements of operating results, where such treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
acquisition occurs, the partnership reports provisional amounts for the items for which the accounting is incomplete. Those
provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new
information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected
the amounts recognized as of that date.
The measurement period is the period from the date of acquisition to the date the partnership obtains complete
information about facts and circumstances that existed as of the acquisition date. The measurement period is a maximum of one
year subsequent to the acquisition date.
If, after reassessment, the partnership’s interest in the fair value of the acquiree’s identifiable net assets exceeds the
sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the
acquirer’s previously held equity interest in the acquiree if any, the excess is recognized immediately in income as a bargain
purchase gain.
Contingent liabilities acquired in a business combination are initially measured at fair value at the date of acquisition.
At the end of subsequent reporting periods, such contingent liabilities are measured at the higher of the amount that would be
recognized in accordance with IAS 37, Provisions, contingent liabilities and contingent assets (“IAS 37”), and the amount
initially recognized less cumulative amortization recognized in accordance with IFRS 15, Revenue from contracts with
customers (“IFRS 15”).
(f)
Cash and cash equivalents
Cash and cash equivalents include cash on hand, non-restricted deposits, and short-term investments with original
maturities of three months or less.
(g)
Accounts and other receivable, net
Accounts and other receivable, net include trade receivables, construction retentions and other unbilled receivables,
which are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less
any allowance for credit losses. Accounts and other receivable, net also includes subrogation recoverable and deferred
insurance policy acquisition costs from the partnership’s residential mortgage insurer which are accounted for as described in
Note 2 (x) below.
(h)
Inventory, net
Inventory, net, with the exception of certain fuel inventories, is valued at the lower of cost and net realizable value.
Cost is determined using specific identification where possible and practicable or using the first-in, first-out or weighted
average method. Costs include direct and indirect expenditures incurred in bringing the inventory to its existing condition and
location. Net realizable value represents the estimated selling price in the ordinary course of business, less the estimated costs of
completion and the estimated costs necessary to make the sale.
F-16
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Fuel inventories are traded in active markets and are purchased with the view to resell in the near future, generating a
profit from fluctuations in prices or margins. As a result, fuel inventories are carried at market value by reference to prices in a
quoted active market, in accordance with the commodity broker-trader exemption granted by IAS 2, Inventories. Changes in
fair value less costs to sell are recognized in the consolidated statements of operating results through direct operating costs. Fuel
products that are held for extended periods in order to benefit from future anticipated increases in fuel prices or located in
territories where no active market exists are recognized at the lower of cost and net realizable value. Products and chemicals
used in the production of biofuels are valued at the lower of cost and net realizable value.
(i)
Renewable transport fuel obligations (“RTFO”)
Under the U.K. government’s RTFO Order, which regulates biofuels used for transport and non-road mobile
machinery, the partnership’s U.K. road fuel distribution service business is required to meet annual targets for the supply of
biofuels. The obligations which arise are either settled by cash or through the delivery of certificates which are generated by
blending biofuels. To the extent that the partnership generates certificates in excess of its current year obligation, these can
either be carried forward to offset up to 25% of the next year’s obligation or sold to other parties.
Certificates generated or purchased during the year which will be used to settle the current obligation are recognized in
inventory at the lower of cost and net realizable value. Where certificates are generated, cost is deemed to be the average cost of
blending biofuels during the year in which the certificates are generated.
Certificates held for sale to third parties are recognized in inventory at fair value. There is no externally quoted
marketplace for the valuation of RTFO certificates. In order to value these contracts, the partnership has adopted a pricing
methodology combining both observable inputs based on market data and assumptions developed internally based on
observable market activity. Changes in market prices of the certificates and the quantity of tickets considered to be realizable
through external sales are recognized immediately in the consolidated statements of operating results. Certificates for which no
active market is deemed to exist are not recognized.
The liability associated with the obligations under the RTFO Order is recognized in the year in which the obligation
arises and is valued by reference to either the cost of generating the certificates which will be surrendered to meet the obligation
or the expected future cash outflow where the obligation is settled. The liability is recorded in accounts payable and other.
(j)
Related party transactions
In the normal course of operations, the partnership enters into various transactions on market terms with related
parties, which have been measured at their exchange value and are recognized in the financial statements. Related party
transactions are further described in Note 25.
(k)
Property, plant and equipment, or PP&E
PP&E, which includes right-of-use assets, is measured at cost less accumulated depreciation and accumulated
impairment losses, if any. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of
assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the assets to a working
condition for their intended use, and the cost of dismantling and removing the items and restoring the site on which they are
located.
Depreciation of an asset commences when it is available for use. PP&E is depreciated for each component of the asset
classes as follows:
Buildings
Right-of-use assets
Machinery and equipment
Vessels
Up to 50 years
Up to 40 years but not exceeding the term of the lease
Up to 30 years
Up to 35 years
Oil and gas related equipment and mining property
Units of production
Brookfield Business Partners
F-17
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Depreciation on PP&E is calculated so as to write-off the net cost of each asset over its expected useful life to its
estimated residual value. Buildings, machinery, equipment and vessels are depreciated over their expected useful lives on a
straight-line basis. Right-of-use assets are depreciated over the period of the lease or estimated useful life, whichever is the
shorter, on a straight-line basis. The estimated useful lives, residual values and depreciation methods are reviewed at the end of
each annual reporting period, with the effect of any changes recognized on a prospective basis.
Upon determination that proved and/or probable reserves exist and the technology to extract the resource economically
exists, exploration and evaluation expenditures attributable to those reserves are first tested for impairment and then reclassified
to oil and gas properties within PP&E. The net carrying value of oil and gas properties is depleted using the units-of-production
method based on estimated proved plus probable oil and natural gas reserves. Future development costs, which are the
estimated costs necessary to bring those reserves into production, are included in the depletable base. For purposes of this
calculation, oil and natural gas reserves are converted to a common unit of measurement on the basis of their relative energy
content where six thousand cubic feet of natural gas equates to one barrel of oil.
With respect to the partnership’s mining assets, exploration costs relating to properties are charged to earnings in the
year in which they are incurred. When it is determined that a mining property can be economically developed as a result of
reserve potential and subsequent exploration, expenditures are capitalized. Determination as to reserve potential is based on the
results of studies, which indicate whether production from a property is economically feasible. Upon commencement of
commercial production of a development project these costs are amortized using the units-of-production method over the
proven and probable reserves.
As part of the aggregate production, the partnership incurs stripping costs both during the development phase and
production phase of its operations. Stripping costs incurred as part of development stage mining activities incurred by the
partnership are deferred and capitalized as part of mining properties. Stripping costs incurred during the production stage are
incurred in order to produce inventory or to improve access to ore which will be mined in the future. Where the costs are
incurred to produce inventory, the production stripping costs are accounted for as a cost of producing those inventories. Where
the costs are incurred to improve access to ore which will be mined in the future, the costs are deferred and capitalized as a
stripping activity asset (included in mining interest) if the following criteria are met: improved access to the ore body is
probable; the component of the ore body can be accurately identified; and the costs relating to the stripping activity associated
with the component can be reliably measured. If these criteria are not met the costs are expensed in the period in which they are
incurred. The stripping activity asset is subsequently depleted using the units-of-production depletion method over the life of
the identified component of the ore body to which access has been improved as a result of the stripping activity.
(l)
Asset impairment
At each reporting date, the partnership assesses whether for assets, other than those measured at fair value with
changes in fair value recorded in net income, there is any indication that such assets are impaired. This assessment includes a
review of internal and external factors which includes, but is not limited to, changes in the technological, political, economic or
legal environment in which the entity operates, structural changes in the industry, changes in the level of demand, physical
damage and obsolescence due to technological changes. An impairment is recognized if the recoverable amount of the asset
determined as the higher of the estimated fair value less costs of disposal or the value in use of the asset is less than its carrying
value. The projections of future cash flows take into account the relevant operating plans and management’s best estimate of the
most probable set of conditions anticipated to prevail. Where an impairment loss subsequently reverses, the carrying amount of
the asset is increased to the lesser of the revised estimate of recoverable amount and the carrying amount that would have been
recorded had no impairment loss been recognized previously.
(m)
Intangible assets
Intangible assets acquired in a business combination are recognized separately from goodwill and are initially
recognized at their fair values at the acquisition date. The partnership’s intangible assets comprise primarily water and sewage
concession rights, brand names, computer software, customer relationships, value of insurance contracts acquired, patents and
trademarks, proprietary technology, product development costs, distribution networks and loyalty program.
F-18
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less any
accumulated amortization and any accumulated impairment losses, on the same basis as intangible assets acquired separately.
Finite life intangible assets are amortized on a straight-line basis over the following useful lives:
Water and sewage concession rights
Brand names
Computer software
Customer relationships
Value of insurance contracts acquired
Patents and trademarks
Proprietary technology
Product development costs
Distribution networks
Loyalty program
Up to 40 years
Up to 20 years
Up to 10 years
Up to 30 years
Up to 15 years
Up to 40 years
Up to 20 years
Up to 5 years
Up to 25 years
Up to 15 years
Certain of the partnership’s intangible assets have an indefinite life, as described in Note 12, as there is no foreseeable
limit to the period over which the asset is expected to generate cash flows. Indefinite life intangible assets are recorded at cost
unless an impairment is identified which requires a write-down to its recoverable amount.
Indefinite life intangible assets are evaluated for impairment annually or more often if events or circumstances indicate
there may be an impairment. Any impairment of the partnership’s indefinite life intangible assets is recorded in net income in
the period in which the impairment is identified. Impairment losses on intangible assets may be subsequently reversed in net
income.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statements of operating results
when the asset is derecognized.
(n)
Goodwill
Goodwill represents the excess of the price paid for the acquisition of a business over the fair value of the identifiable
assets and liabilities acquired. Goodwill is allocated to the cash-generating unit or units to which it relates. The partnership
identifies cash-generating units as identifiable groups of assets whose cash inflows are largely independent of the cash inflows
from other assets or groups of assets.
Goodwill is evaluated for impairment on an annual basis or more often if events or circumstances indicate there may
be an impairment. Impairment is determined for goodwill by assessing if the carrying value of a cash-generating unit, including
the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs of
disposal or the value in use. Impairment losses recognized in respect of a cash-generating unit are first allocated to the carrying
value of goodwill and any excess is allocated to the carrying amount of assets in the cash-generating unit. Any goodwill
impairment is charged to impairment expense, net in the consolidated statements of operating results in the period in which the
impairment is identified. Impairment losses on goodwill are not subsequently reversed.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the gain or loss on
disposal of the operation.
Brookfield Business Partners
F-19
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(o)
Revenues from contracts with customers
Business services
Construction services
The partnership’s construction services business provides end-to-end design and development solutions under
contracts with its customers. The partnership recognizes revenues on these contracts over a period of time. The partnership uses
an input method, the cost-to-cost method, to measure progress towards complete satisfaction of the performance obligations
under IFRS 15.
As work is performed, a contract asset in the form of contracts in progress is recognized, which is reclassified to
accounts receivable when invoiced to the customer. If payment is received in advance of work being completed, a contract
liability is recognized. Refer to Note 16 for further information on contracts in progress balances. There is not considered to be
a significant financing component in construction contracts as the period between the recognition of revenues under the cost-to-
cost method and when payment is received is typically less than one year.
IFRS 15 requires a highly probable criterion be met with regards to recognizing revenue arising from variable
consideration resulting from contract modifications and claims. For variable consideration, revenues are only recognized to the
extent that it is highly probable that a significant reversal in the amount of revenues recognized will not occur when the
uncertainty associated with the variable consideration is subsequently resolved.
Road fuels operations
The fees and related costs for providing road fuels operations are recognized at a point in time when the services are
provided.
Revenues from the sale of goods in the partnership’s road fuels operations represent net invoiced sales of fuel products
and RTFO certificates, excluding value added taxes but including excise duty, which has been assessed to be a production tax
and recorded as part of consideration received. Revenues are recognized at the point that title passes to the customer.
Technology services operations
The partnership’s technology services operations recognizes revenue from the following major sources: (i) business
process outsourcing, (ii) training services and (iii) supplemental activities.
Business process outsourcing revenues is recognized as the services are performed based on hourly or per-connect
minute contractual rates. Training services revenues represents amounts billable to the client at an agreed hourly rate for the
agents being trained prior to servicing a particular account. Revenues from supplemental activities such as IT services are
recognized when the services are rendered.
Revenues comprise the fair value of the consideration received or receivable for the rendering of services in the
ordinary course of the partnership’s technology services operations activities. Sales are presented, net of value-added tax,
rebates and discounts.
Revenues from the rendering of services is recognized in the accounting period which the services are rendered based
on agreed price with the customers.
Healthcare services
The fees and related costs for providing healthcare services are recognized over the time period in which the services
are provided.
F-20
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Infrastructure services
Modular building leasing services operations
The primary source of revenues from the partnership’s modular building leasing services operations is leasing modular
units and other product offerings, including rentals of steps, ramps, furniture, fire extinguishers, air conditioners, wireless
internet access points, damage waivers and service plans. Leasing revenue is recognized under the requirements of IFRS 16,
whereas the other revenue streams are recognized under IFRS 15.
Modular delivery and installation services revenue includes fees charged for the delivery, setup, knockdown and pick-
up of leasing equipment to and from the customers’ premises, and repositioning the leasing equipment. Modular delivery and
installation services revenue are generally recognized over time as the customer simultaneously receives and consumes the
benefits of the performance as services are performed.
Revenues generated from the sale of new and used modular space and portable storage units are recognized at a point
in time when the customer obtains control of the asset, which includes a present right to payment, legal title, physical
possession, risk and rewards of ownership and acceptance of the asset, which generally occurs upon delivery of the asset.
Revenues generated from modular construction projects are generally recognized over time as the performance creates
or enhances an asset that the customer controls and/or in some cases, creates a specific asset with no alternative use with an
enforceable right to payment for performance completed to date. Fixed price construction projects generally use a cost-to-cost
input method to measure the progress towards complete satisfaction of the performance obligations as it best depicts the transfer
of control to the customer.
Revenues generated from remote accommodation leasing and services revenue relates to the leasing and operation of
remote workforce accommodations where the business provides housing, catering and transportation to meet the customers’
requirements. This activity has been determined to be a series of accommodation services for which the customer
simultaneously receives and consumes the benefits provided as the business performs. The revenue is recognized over time
based on the number of nights of accommodation services delivered.
Nuclear technology services operations
Revenues from sales of products are recognized at a point in time when the product is shipped and control passes to the
customer. Revenues from contracts to provide engineering, design or other services are recognized and reported over time
based on an appropriate measure of progress over time. The partnership uses an input method, the cost-to-cost method, to
measure progress towards complete satisfaction of the performance obligations under IFRS 15.
IFRS 15 requires a highly probable criterion be met with regards to recognizing revenues arising from variable
consideration and contract modification and claims. For variable consideration, revenues are only to be recognized to the extent
that it is highly probable that a significant reversal in the amount of revenue recognized will not occur when the uncertainty
associated with the variable consideration is subsequently resolved.
Offshore oil services operations
The primary source of revenues from the partnership’s offshore oil services operations is chartering its vessels and
offshore units to its customers. The partnership’s primary forms of contracts consist of floating production storage and
offloading (“FPSO”) contracts and contracts of affreightment (“CoA”).
•
FPSO contracts: Pursuant to an FPSO contract, the partnership charters an FPSO unit to a customer for a fixed period
of time, generally more than one year. The performance obligations within an FPSO contract, which will include the
use of the FPSO unit to the charterer as well as the operation of the FPSO unit, are satisfied as services are rendered
over the duration of such contract, as measured using the time that has elapsed from commencement of performance.
Brookfield Business Partners
F-21
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Some FPSO contracts include variable consideration components in the form of expense adjustments or
reimbursements, incentive compensation and penalties. Variable consideration under the partnership’s contracts is typically
recognized as incurred as either such revenues are allocated and accounted for under lease accounting requirements or
alternatively such consideration is allocated to the distinct period in which such variable consideration was earned.
•
Contracts of Affreightment: Voyages performed pursuant to a CoA for the partnership’s shuttle tankers are priced
based on the pre-agreed terms in the CoA. The performance obligations within a voyage performed pursuant to a CoA,
which typically include the use of the vessel to the charterer as well as the operation of the vessel, are satisfied as
services are rendered over the duration of the voyage, as measured using the time that has elapsed from
commencement of performance. The duration of a single voyage will typically be less than two weeks.
Industrials
Manufacturing
Sales of goods are recognized at a point in time when the product is shipped and control passes to the customer.
Services revenues are recognized over time when the services are provided over time.
Water and wastewater operations
Revenues from the provision of water and wastewater services are recognized over time as the provision of water and
wastewater services are delivered. Revenues from the sale of industrial water is recognized when control of the product passes
to the customer, which generally coincides with the time of billing.
Revenues from construction are determined and recognized using the percentage of completion method by means of
the addition of the profit margin to the related costs incurred on an accrual basis.
(p)
Contract work in progress
The gross amount due from customers for contract work for all contracts in progress for which costs incurred plus
recognized profits (less recognized losses) exceed progress billings, is generally presented as an asset. Progress billings not yet
paid by customers and retentions are included in accounts and other receivable, net on the consolidated statements of financial
position. The gross amounts due to customers for contract work for all contracts in progress for which progress billings exceed
costs incurred plus recognized profits (less recognized losses) is generally presented as a liability in accounts payable and other.
Construction work in progress on construction contracts is stated at cost plus profit recognized to date calculated in
accordance with performance obligations satisfied over time, including retentions payable and receivable, less a provision for
foreseeable losses and progress payments received to date.
F-22
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(q)
Financial instruments and hedge accounting
Classification and measurement
The table below summarizes the partnership’s classification and measurement of financial assets and liabilities, under
IFRS 9, Financial instruments (“IFRS 9”):
Financial assets
Cash and cash equivalents
Accounts receivable
Restricted cash
Equity securities
Debt securities
Derivative assets
Other financial assets
Financial liabilities
Borrowings
Accounts payable and other
Derivative liabilities
____________________________________
IFRS 9 measurement category
Amortized cost
Amortized cost
Amortized cost
FVTPL / FVOCI
FVTPL / FVOCI / Amortized cost
FVTPL (1)
Amortized cost / FVTPL / FVOCI
Amortized cost
Amortized cost
FVTPL (1)
Consolidated statements of
financial
position account
Cash and cash equivalents
Accounts and other receivable, net
Financial assets
Financial assets
Financial assets
Financial assets
Financial assets
Non-recourse borrowings in
subsidiaries of the partnership and
Corporate borrowings
Accounts payable and other
Accounts payable and other
(1)
Derivatives are classified and measured at FVTPL except those designated in hedging relationships.
The classification of financial instruments depends on the specific business model for managing the financial
instruments and the contractual cash flow characteristics of the financial asset. The partnership maintains a portfolio of
marketable securities comprising equity and debt securities. Marketable securities are recognized at fair value on their trade
date. They are subsequently measured at fair value at each reporting date with the change in fair value recorded in either profit
or loss (“FVTPL”) or other comprehensive income (“FVOCI”). For investments in debt instruments, subsequent measurement
will depend on the business model for which the investments are held and the cash flow characteristics of the debt instruments.
At initial recognition, the partnership measures a financial asset at its fair value plus, in the case of a financial asset not
measured at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of
financial assets measured at FVTPL are expensed in other income (expense), net in the consolidated statements of operating
results.
Financial assets are carried at amortized cost are measured based on their contractual cash flow characteristics and the
business model for which they are held. Financial assets classified as amortized cost are recorded initially at fair value, then
subsequently measured at amortized cost using the effective interest method, less any impairment.
Impairment of financial assets
The partnership recognizes an allowance for expected credit losses (“ECL”) on financial assets including loans
receivable and debt securities measured at amortized cost, debt securities measured at fair value through OCI and undrawn loan
commitments. ECLs are also determined for trade receivables and contract assets. The ECL model consists of three stages:
Stage 1 – twelve-month ECLs for performing financial assets, Stage 2 – Lifetime ECLs for financial assets that have
experienced a significant increase in credit risk since initial recognition, and Stage 3 – Lifetime ECLs for financial assets that
are impaired.
Brookfield Business Partners
F-23
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The partnership calculates ECLs based on the probability weighted expected cash collected shortfall against the
carrying value of the loan or investment and considers reasonable and supportable information about past events, current
conditions and forecasts of future events and economic conditions that may impact the credit profile of the loans. Forward-
looking information is considered when determining significant increase in credit risk and measuring expected credit losses.
Forward-looking macroeconomic factors are incorporated in the risk parameters as relevant.
The partnership utilizes a simplified approach for measuring the loss allowance at an amount equal to the lifetime ECL
for trade receivables and contract assets. The ECL on trade receivables are estimated using a provision matrix by reference to
past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are
specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the
current as well as the forecast direction of conditions at the reporting date. The ECL provision is presented net within the
corresponding financial instrument asset on the statements of financial position with a corresponding expense recorded in direct
operating costs in the consolidated statements of operating results.
Derivatives and hedging activities
The partnership selectively utilizes derivative financial instruments primarily to manage financial risks, including
foreign exchange risks, interest rate risks and commodity price risks. Derivatives are recognized initially at fair value at the date
a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting
gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument,
in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. Hedge accounting
is applied when the derivative is designated as a hedge of a specific exposure and there is assurance that it will continue to be
highly effective as a hedge based on an expectation of offsetting cash flows or fair value. Hedge accounting is discontinued
prospectively when the derivative no longer qualifies as a hedge or the hedging relationship is terminated. Once discontinued,
the cumulative change in fair value of a derivative that was previously recorded in other comprehensive income by the
application of hedge accounting is recognized in profit or loss over the remaining term of the original hedging relationship as
amounts related to the hedged item are recognized in profit or loss. The assets or liabilities relating to unrealized mark-to-
market gains and losses on derivative financial instruments are recorded in financial assets and financial liabilities, respectively.
(i)
Items classified as hedges
Net investment hedges
Realized and unrealized gains and losses on foreign exchange contracts and foreign currency debt that are designated
as hedges of currency risks relating to a net investment in a subsidiary with a functional currency other than the U.S. dollar are
included in equity and are included in net income in the period in which the subsidiary is disposed of or to the extent partially
disposed and control is not retained. Derivative financial instruments that are designated as hedges to offset corresponding
changes in the fair value of assets and liabilities and cash flows are measured at fair value with changes in fair value recorded in
profit or loss or as a component of equity, as applicable.
Cash flow hedges
Unrealized gains and losses on commodity contracts designated as hedges of commodity price fluctuations are
included in equity as a cash flow hedge when the commodity price risk relates to inputs to production of inventory. Upon
settlement of the commodity contracts designated as cash flow hedges, the realized gains and losses are reclassified from equity
into inventory as a basis adjustment. The impact of the commodity contracts designated as cash flow hedges is recognized in
profit or loss when the inventory is sold.
Unrealized gains and losses on interest rate contracts designated as hedges of future variable interest payments are
included in equity as a cash flow hedge when the interest rate risk relates to an anticipated variable interest payment. The
periodic exchanges of payments on interest rate contracts designated as hedges of debt are recorded on an accrual basis as an
adjustment to interest expense.
F-24
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Unrealized gains and losses on forward currency contracts designated as hedges of the partnership’s exposure to
foreign currency risk in forecast transactions and firm commitments are included in equity as a cash flow hedge. The amounts
accumulated in equity are accounted for, depending on the nature of the underlying hedged transaction. If the hedged
transaction subsequently results in the recognition of a non-financial item, the amount accumulated in equity is removed from
the separate component of equity and included in the initial cost or other carrying amount of the hedged asset or liability.
(ii)
Items not classified as hedges
Derivative financial instruments that are not designated as hedges are recorded at fair value, and gains and losses
arising from changes in fair value are recognized in net income in the period the changes occur. Realized and unrealized gains
and losses on other derivatives not designated as hedges are recorded in other income (expense), net on the consolidated
statements of operating results.
(r)
Interest income
Interest from interest-bearing assets and liabilities not measured at fair value through profit or loss is recognized as
interest income using the effective interest method. The effective interest rate (“EIR”) is the rate that discounts expected future
cash flows for the expected life of the financial instrument to its carrying value. The calculation takes into account the
contractual interest rate, along with any fees or incremental costs that are directly attributable to the instrument and all other
premiums or discounts.
(s)
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable or estimated using
another valuation technique. In estimating the fair value of an asset or a liability, the partnership takes into account the
characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset
or liability at the measurement date.
Fair value measurement is disaggregated into three hierarchical levels: Level 1, 2 or 3. Fair value hierarchical levels
are based on the degree to which the inputs to the fair value measurement are observable. The levels are as follows:
Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or
liability through correlation with market data at the measurement date and for the duration of the asset’s or
liability’s anticipated life.
Level 3 – Inputs are unobservable and reflect management’s best estimate of what market participants would use in pricing
the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique
and the risk inherent in the inputs in determining the estimate.
Further information on fair value measurements is available in Note 4.
(t)
Income taxes
Brookfield Business Partners L.P. is a flow-through entity for tax purposes and as such is not subject to Bermudian
taxation. However, income taxes are recognized for the amount of taxes payable by the holding entities, and any direct or
indirect corporate subsidiaries of such holding entities. Income tax expense represents the sum of the tax accrued in the period
and deferred income tax.
(i)
Current income taxes
Current income tax assets and liabilities are measured at the amount expected to be paid to tax authorities, net of
recoveries based on the tax rates and laws enacted or substantively enacted at the reporting date.
Brookfield Business Partners
F-25
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(ii)
Deferred income taxes
Deferred income tax liabilities are provided for using the liability method on temporary differences between the tax
bases used in the computation of taxable income and carrying amounts of assets and liabilities in the financial statements.
Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and
unused tax losses, to the extent that it is probable that deductions, tax credits and tax losses can be utilized. Such deferred
income tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial
recognition of other assets and liabilities in a transaction that affects neither the taxable income nor the accounting income,
other than in a business combination. The carrying amount of deferred income tax assets are reviewed at each reporting date
and reduced to the extent it is no longer probable that the income tax asset will be recovered.
Deferred income tax liabilities are recognized for taxable temporary differences associated with investments in
subsidiaries and equity accounted investments, and interests in joint ventures, except where the partnership is able to control the
reversal of the temporary difference and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets arising from deductible temporary differences associated with such investments and interests are
only recognized to the extent that it is probable that there will be sufficient taxable income against which to utilize the benefits
of the temporary differences and they are expected to reverse in the foreseeable future.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which
the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by
the end of the reporting period. The measurement of deferred income tax liabilities and assets reflect the tax consequences that
would follow from the manner in which the partnership expects, at the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority within a single taxable
entity or the partnership intends to settle its current tax assets and liabilities on a net basis in the case where there exist different
taxable entities in the same taxation authority and when there is a legally enforceable right to set off current tax assets against
current tax liabilities.
(u)
Provisions
Provisions are recognized when the partnership has a present obligation either legal or constructive as a result of a past
event, it is probable that the partnership will be required to settle the obligation, and a reliable estimate can be made of the
amount of the obligation. Provisions are recorded within accounts payable and other in the consolidated statements of financial
position with a corresponding expense recorded in other income (expense), net in the consolidated statements of operating
results.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation
at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision
is measured using the cash flows estimated to settle the obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third
party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably.
(i)
Provisions for defects
Provisions made for defects are based on a standard percentage charge of the aggregate contract value of completed
construction projects and represents a provision for potential latent defects that generally manifest over a period of time
following practical completion.
Claims against the partnership are also recorded as part of provisions for defects when it is probable that the
partnership will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
F-26
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(ii)
Decommissioning liabilities
Certain of the partnership’s subsidiaries record decommissioning liabilities related to the requirement to remediate the
property where operations are conducted.
The partnership recognizes a decommissioning liability in the period in which it has a present legal or constructive
liability and a reasonable estimate of the amount can be made. Liabilities are measured based on current requirements,
technology and price levels and the present value is calculated using amounts discounted over the useful economic lives of the
assets. Amounts are discounted using a rate that reflects the risks specific to the liability. On a periodic basis, management
reviews these estimates and changes, if any, will be applied prospectively. The fair value of the estimated decommissioning
liability is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The
liability amount is increased in each reporting period due to the passage of time, and the amount of accretion is charged to other
income (expense), net in the period. Periodic revisions to the estimated timing of cash flows, to the original estimated
undiscounted cost and to changes in the discount rate can also result in an increase or decrease to the decommissioning liability.
Actual costs incurred upon settlement of the obligation are recorded against the decommissioning liability to the extent of the
liability recorded.
(iii)
Provisions for onerous contracts
Present obligations arising from onerous contracts are recognized as provisions in accounts payable and other, and
measured at the present value of the best estimate of the expenditure required to settle the present obligation at the end of the
reporting period. An onerous contract is considered to exist where the partnership has a contract under which the unavoidable
costs of meeting the obligations under the contract exceed the economic benefits expected to be received.
(v)
Pensions and other post-employment benefits
Certain of the partnership’s subsidiaries offer post-employment benefits to their employees by way of a defined
contribution plan. Payments to defined contribution pension plans are expensed as they fall due.
Certain of the partnership’s subsidiaries offer defined benefit plans. Defined benefit pension expense, which includes
the current year’s service cost and net interest cost, is included in direct operating costs within the consolidated statements of
operating results. For each defined benefit plan, the partnership recognizes the present value of its defined benefit obligations
less the fair value of the plan assets, as a defined benefit asset or liability reported as other assets or accounts payable and other
in the consolidated statements of financial position. The partnership’s obligations under its defined benefit pension plans are
determined periodically through the preparation of actuarial valuations.
The cost of pensions and other retirement benefits earned by employees is actuarially determined using the projected
unit credit method (also known as the projected benefit method pro-rated on service) and management’s best estimate of salary
escalation, retirement ages of employees and their expected future longevity.
For the purposes of calculating the expected return on plan assets, the plan assets are measured at fair value.
The partnership recognizes actuarial gains and losses in other comprehensive income (loss) in the period in which
those gains and losses occur.
(w)
Assets held for sale
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is
highly probable and the non-current asset or disposal group is available for immediate sale in its present condition.
Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one
year from the date of classification subject to limited exceptions.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount
and fair value less costs to sell and are classified as current. Once classified as held for sale, neither of property, plant and
equipment and intangible assets are depreciated or amortized.
Brookfield Business Partners
F-27
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(x)
Insurance contracts
The following items described below are derived from the partnership’s residential mortgage insurance contracts:
(i)
Premiums written, premiums earned and unearned premiums reserve
Mortgage insurance premiums are deferred and taken into revenues over the terms of the related policies. The
unearned portion of premiums is included in accounts payable and other on the consolidated statements of financial position.
Premiums written are recognized as premiums earned using a factor based premium recognition curve that is based on an
expected loss emergence pattern. The partnership performs actuarial studies of loss emergence at least annually and may adjust
the factors under which the premiums are earned in accordance with the results of such studies. Changes in the premium
recognition curve are treated as a change in estimate and are recognized on a prospective basis.
A premium deficiency provision, if required, is determined as the excess of the present value of expected future losses
on claims and expenses on policies in force (using an appropriate discount rate) over the unearned premiums reserve.
(ii)
Risk fee
In conjunction with receiving credit support in the form of the Government of Canada guarantee, the partnership’s
residential mortgage insurer is subject to a risk fee equal to 2.25% of gross premiums written. The risk fee relates directly to the
acquisition of new mortgage insurance business. Accordingly, it is subsequently deferred and expensed in proportion to and
over the period in which premiums are earned and reflected in deferred policy acquisition costs under accounts and other
receivable, net on the consolidated statements of financial position.
(iii)
Losses on claims and loss reserves
Losses on claims include internal and external claims adjustment expenses and are recorded net of amounts received or
expected to be received from recoveries.
Loss reserves represent the amount needed to provide for the expected ultimate net cost of settling claims including
adjustment expenses related to defaults by borrowers (both reported and unreported) that have occurred on or before each
reporting date. Loss reserves are recognized in accounts payable and other on the consolidated statements of financial position,
and are discounted to take into account the time value of money. The partnership records a supplemental provision for adverse
deviation based on an explicit margin for adverse deviation determined by an appointed actuary.
Increases to loss reserves are recognized as an expense in direct operating costs on the consolidated statements of
operating results. Loss reserves are derecognized after a claim has been paid and the partnership’s obligation under the policy
has been fulfilled, or after a borrower has remedied a delinquent loan and management estimates that no loss will be incurred
under the policy.
(y)
Earnings (loss) per LP Unit
The partnership calculates basic earnings (loss) per unit by dividing net income (loss) attributable to limited partners
by the weighted average number of LP Units outstanding during the period. For the purpose of calculating diluted earnings
(loss) per unit, the partnership adjusts net income (loss) attributable to limited partners, and the weighted average number of LP
Units outstanding, for the effects of all dilutive potential LP Units.
(z)
Segments
The partnership’s operating segments are components of the business for which discrete financial information is
reviewed regularly by the Chief Operating Decision Maker (the “CODM”) to assess performance and make decisions regarding
resource allocation. The partnership has assessed the CODM to be the Chief Executive Officer and Chief Financial Officer. The
partnership’s operating segments are business services, infrastructure services, industrials and corporate and other.
F-28
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(aa)
Leases
The partnership accounts for leases under IFRS 16, Leases (“IFRS 16”). When the partnership is a lessee, the
partnership assesses whether a contract is, or contains, a lease at inception of the contract and recognizes a right-of-use asset
and a corresponding lease liability with respect to all lease arrangements in which it is a lessee, except for short-term leases
(defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the partnership
recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another
systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the future lease payments, discounted using the interest
rate implicit in the lease, if that rate can be determined, or otherwise the incremental borrowing rate. Lease payments included
in the measurement of the lease liability comprise: (i) fixed lease payments, including in-substance fixed payments, less any
lease incentives; (ii) variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date; (iii) the amount expected to be payable by the lessee under residual value guarantees; (iv) the exercise
price of purchase options, if it is reasonably certain that the option will be exercised; and (v) payments of penalties for
terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. The lease liability is subsequently
measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by
reducing the carrying amount to reflect the lease payments made.
The partnership remeasures lease liabilities and makes a corresponding adjustment to the related right-of-use asset
when: (i) the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the
lease liability is remeasured by discounting the revised lease payments using a revised discount rate; (ii) the lease payments
have changed due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which
cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease
payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); or (iii) a lease
contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is
remeasured by discounting the revised lease payments using a revised discount rate.
The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at
or before the commencement date and any initial direct costs. The right-of-use asset is subsequently measured at cost less
accumulated depreciation and impairment losses. It is depreciated over the shorter period of the lease term and useful life of the
underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the
partnership expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the
underlying asset. The depreciation starts on the commencement date of the lease. The partnership applies IAS 36, Impairment
of Assets, to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in
the asset impairment policy in Note 2 (l).
Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the
right-of-use asset. The related payments are recognized as an expense in the period in which the event or condition that triggers
those payments occurs and are recorded in direct operating costs on the consolidated statements of operating results.
When the partnership is a lessor, a lease is classified as either a finance or operating lease on commencement of the
lease contract. If the contract represents a finance lease in which the risk and rewards of ownership have transferred to the
lessee, the partnership recognizes a finance lease receivable at an amount equal to the net investment in the lease discounted
using the interest rate implicit in the lease. Subsequently, finance income is recognized at a constant rate on the net investment
of the finance lease. Lease payments received from operating leases are recognized into income on a straight-line or other
systematic basis.
In May 2020, the IASB issued an amendment to IFRS 16. The amendment provides lessees with a practical expedient
that relieves a lessee from assessing whether a COVID-19 related rent concession is a lease modification. A lessee that makes
this election shall account for any change in lease payments resulting from the COVID-19 related rent concession the same way
it would account for the change applying IFRS 16 if the change were not a lease modification. The application of the practical
expedient did not have a significant impact on the partnership’s financial statements. Subsequently, in March 2021, another
amendment was issued that extends the practical expedient to apply to reduction in lease payments originally due on or before
June 30, 2022.
Brookfield Business Partners
F-29
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(ab)
Government assistance
The partnership applies IAS 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS
20”) to account for government grants and other government assistance received by its subsidiaries. Government grants are
recognized when there is reasonable assurance that the assistance will be received and the partnership will comply with all
relevant conditions. The partnership recognizes government grants in the consolidated statements of operating results on a
systematic basis over the periods in which the partnership recognizes expenses for which the grants were provided.
(ac)
Extinguishment of financial liabilities with equity instruments
The partnership applies IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments (“IFRIC 19”) to
account for financial liabilities that are extinguished either fully, or partially by issuing equity instruments. This interpretation
provides guidance on how to account for the extinguishment of a financial liability by the issue of equity instruments. IFRIC 19
clarifies that the entity’s equity instruments issued to a creditor, which are part of the consideration paid to extinguish the
financial liability, are measured at their fair value. Differences between the carrying amount of the financial liability
extinguished and the initial measurement amount of the equity instruments issued are included in the partnership’s consolidated
statements of operating results.
(ad)
Critical accounting judgments and key sources of estimation uncertainty
The preparation of the partnership’s financial statements requires management to make critical 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.
Critical judgments made by management and utilized in the normal course of preparing the partnership’s financial
statements are outlined below.
(i)
Business combinations
The partnership accounts for business combinations using the acquisition method of accounting. The allocation of fair
values to assets acquired and liabilities assumed through an acquisition requires numerous estimates that affect the valuation of
certain assets and liabilities acquired including discount rates, operating costs, revenue estimates, commodity prices, future
capital costs and other factors. The determination of the fair values may remain provisional for up to 12 months from the date of
acquisition due to the time required to obtain independent valuations of individual assets and to complete assessments of
provisions. When the accounting for a business combination has not been completed as of the reporting date, this is disclosed in
the financial statements, including observations on the estimates and judgments made as of the reporting date.
(ii)
Determination of control
The partnership consolidates an investee when it controls the investee, with control existing if, and only if, the
partnership has power over the investee; exposure, or rights, to variable returns from involvement with the investee; and the
ability to use that power over the investee to affect the amount of the partnership’s returns.
F-30
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
In determining if the partnership has power over an investee, judgments are made when identifying which activities of
the investee are relevant in significantly affecting returns of the investee and the extent of existing rights that give the
partnership the current ability to direct the relevant activities of the investee. Judgments are made as to the amount of potential
voting rights that provide voting powers, the existence of contractual relationships that provide voting power, and the ability for
the partnership to appoint directors. The partnership enters into voting agreements which provide it the ability to contractually
direct the relevant activities of the investee (formally referred to as “power” within IFRS 10, Consolidated financial statements
(“IFRS 10”)). In assessing if the partnership has exposure, or rights, to variable returns from involvement with the investee,
judgments are made concerning whether returns from an investee are variable and how variable those returns are on the basis of
the substance of the arrangement, the magnitude of those returns and the magnitude of those returns relative to others,
particularly in circumstances where the partnership’s voting interest differs from the ownership interest in an investee. In
determining if the partnership has the ability to use its power over the investee to affect the amount of its returns, judgments are
made when the partnership is an investor as to whether the partnership is a principal or agent and whether another entity with
decision making rights is acting as the partnership’s agent. If it is determined that the partnership is acting as an agent, as
opposed to a principal, the partnership does not control the investee.
(iii)
Common control transactions
IFRS 3 does not include specific measurement guidance for transfers of businesses or subsidiaries between entities
under common control. Accordingly, the partnership has developed an accounting policy to account for such transactions taking
into consideration other guidance in the IFRS framework and pronouncements of other standard-setting bodies. The
partnership’s policy is to record assets and liabilities recognized as a result of transactions between entities under common
control at the carrying values in the transferor’s financial statements.
(iv)
Indicators of impairment
Judgment is applied when determining whether indicators of impairment exist when assessing the carrying values of
the partnership’s assets, including the determination of the partnership’s ability to hold financial assets, the estimation of a cash-
generating unit’s future revenues and direct costs, the determination of discount rates, and when an asset’s or cash-generating
unit’s carrying value is above its fair value less costs of disposal or value in use.
For some of the partnership’s assets, forecasting the recoverability and economic viability of property and equipment
requires an estimate of reserves. The process for estimating reserves is complex and requires significant interpretation and
judgment. It is affected by economic conditions, production, operating and development activities, and is performed using
available geological, geophysical, engineering and economic data.
(v)
Revenue recognition
Judgment is applied where certain of the partnership’s subsidiaries use the cost-to-cost method to account for their
contract revenue. The stage of completion is measured by reference to actual costs incurred to date as a percentage of estimated
total costs for each contract. Significant assumptions are required to estimate the total contract costs and the recoverable
variation works that affect the stage of completion and the contract revenue, respectively. In making these estimates,
management has relied on past experience or the work of experts, where necessary.
(vi)
Financial instruments
Judgments inherent in accounting policies relating to derivative financial instruments relate to applying the criteria to
the assessment of the effectiveness of hedging relationships. Estimates and assumptions used in determining the fair value of
financial instruments are: equity and commodity prices; future interest rates; the creditworthiness of the partnership relative to
its counterparties; the credit risk of the partnership’s counterparties; estimated future cash flows; discount rates and volatility
utilized in option valuations.
Brookfield Business Partners
F-31
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(vii)
Decommissioning liabilities
Decommissioning costs will be incurred at the end of the operating life of some of the partnership’s oil and gas
facilities, mining properties, manufacturing facilities, and at licensed nuclear facilities serviced by the partnership. These
obligations are typically many years in the future and require judgment to estimate. The estimate of decommissioning costs can
vary in response to many factors including changes in relevant legal, regulatory, and environmental requirements, the
emergence of new restoration techniques or experience at other production sites. Inherent in the calculations of these costs are
assumptions and estimates including the ultimate settlement amounts, inflation factors, discount rates, and timing of
settlements.
(viii)
Insurance contracts
The partnership has applied critical estimates for its residential mortgage insurance business, including: (i) timing of
revenue recognition for deferred insurance premiums; (ii) insurance loss reserves representing the amount needed to provide for
the expected ultimate net cost of settling claims; (iii) the fair value of subrogation rights related to real estate based on third
party property appraisals or other types of third party valuations deemed to be more appropriate for a particular property; and
(iv) estimated deferred policy acquisition costs to be amortized over the term of the policy.
(ix)
Measurement of expected credit losses
The partnership exercises judgment when determining expected credit losses on financial assets. Judgment is applied
in the determination of probability weighted expected cash flows, the probability of default of borrowers, and in selecting
forward looking information to determine increase in credit risk and other risk parameters.
(x)
Uncertainty of income tax treatments
The partnership applies IFRIC 23, Uncertainty over Income Tax Treatments (“IFRIC 23”). The interpretation requires
an entity to assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used,
by an entity in its income tax filings and to exercise judgment in determining whether each tax treatment should be considered
independently or whether some tax treatments should be considered together. The decision should be based on which approach
provides better predictions of the resolution of the uncertainty. An entity also has to consider whether it is probable that the
relevant authority will accept each tax treatment, or group of tax treatments, assuming that the taxation authority with the right
to examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information
when doing so.
(xi)
Other
Other estimates and assumptions utilized in the preparation of the partnership’s financial statements are: the
assessment or determination of recoverable amounts; depreciation and amortization rates and useful lives; estimation of
recoverable amounts of assets and cash-generating units for impairment assessment of long-lived assets and goodwill,
respectively; and ability to utilize tax losses and other tax measurements.
Other critical judgments include the determination of functional currency.
F-32
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(ae)
Future changes in accounting policies
(i)
Insurance contracts
In May 2017, the IASB published IFRS 17, Insurance contracts (“IFRS 17”) a comprehensive standard that
establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts. IFRS 17 will replace
IFRS 4, Insurance contracts. In June 2020, the IASB decided on a further deferral of the effective date of IFRS 17 from annual
periods beginning on or after January 1, 2021 to annual periods beginning on or after January 1, 2023.
The measurement approach under IFRS 17 is based on the following:
•
fulfillment cash flows which comprise:
◦
◦
◦
a current, unbiased probability-weighted estimate of future cash flows expected to arise as the insurer
fulfills the contract;
the effect of the time value of money; and
a risk adjustment that measures the effects of uncertainty about the amount and timing of future cash
flows;
•
a contractual service margin which represents the unearned profit in a contract and that is recognized in profit or
loss over time as the insurance coverage is provided.
There will also be a new financial statement presentation for insurance contracts and additional disclosure
requirements.
IFRS 17 requires the partnership to distinguish between groups of contracts expected to be profit-making and groups
of contracts expected to be onerous. IFRS 17 is to be applied retrospectively to each group of insurance contracts. If full
retrospective application to a group of contracts is impracticable, the modified retrospective or fair value method may be used.
The partnership is currently assessing the impact of IFRS 17 on its financial statements.
(ii)
Amendments to IAS 1 – Presentation of financial statements (“IAS 1”)
The amendments clarify how to classify debt and other liabilities as current or non-current. The amendments to IAS 1
apply to annual reporting periods beginning on or after January 1, 2023. The partnership is currently assessing the impact of
these amendments.
(iii)
Amendments to IAS 12 – Income taxes (“IAS 12”)
The amendments clarify that the initial recognition exception does not apply to the initial recognition of leases and
decommissioning obligations. The amendments to IAS 12 apply to annual reporting periods beginning on or after January 1,
2023. The partnership is currently assessing the impact of these amendments.
(iv)
Amendments to IAS 37
These amendments specify which costs an entity needs to include when assessing whether a contract is onerous or
loss-making. Costs that relate directly to a contract consist of both the incremental costs of fulfilling that contract and an
allocation of other costs that relate directly to fulfilling contracts. The amendments apply to contracts for which the entity has
not yet fulfilled all its obligations at the beginning of the annual reporting period in which the entity first applies the
amendments. Comparatives are not restated. Instead, the entity shall recognize the cumulative effect of initially applying the
amendments as an adjustment to the opening balance of retained earnings or other component of equity, as appropriate, at the
date of initial application.
The amendments are effective for annual periods beginning on or after January 1, 2022, with early application
permitted. The partnership is currently assessing the impact of these amendments.
Brookfield Business Partners
F-33
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(v)
Amendments to IFRS 10 and IAS 28 – Investments in associates and joint ventures (“IAS 28”)
The amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an
investor and its associate or joint venture. Specifically, gains or losses resulting from the loss of control of a subsidiary that
does not contain a business in a transaction with an associate or a joint venture that is accounted for using the equity method,
are recognized in profit or loss only to the extent of the unrelated investors’ interests in that associate or joint venture. Similarly,
gains and losses resulting from the remeasurement of investments retained in any former subsidiary (that has become an
associate or a joint venture that is accounted for using the equity method) to fair value are recognized in the former parent’s
profit or loss only to the extent of the unrelated investors’ interests in the new associate or joint venture. The partnership is
currently assessing the impact of these amendments.
(vi)
Amendments to IFRS 3 – Business combinations - Reference to conceptual framework
The amendments add an exception to the recognition principle of IFRS 3 to avoid the issue of potential ‘day 2’ gains
or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 or IFRIC 21, Levies (“IFRIC
21”), if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC 21, respectively, instead of
the Conceptual Framework, to determine whether a present obligation exists at the acquisition date. At the same time, the
amendments add a new paragraph to IFRS 3 to clarify that contingent assets do not qualify for recognition at the acquisition
date. The amendments apply to annual reporting periods beginning on or after January 1, 2022. The partnership is currently
assessing the impact of these amendments.
(vii)
IFRS 9 – Fees in the ‘10 per cent’ test for derecognition of financial liabilities
The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified
financial liability are substantially different from the terms of the original financial liability. These fees include only those paid
or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s
behalf. An entity applies the amendment to financial liabilities that are modified or exchanged on or after the beginning of the
annual reporting period in which the entity first applies the amendment.
The amendment is effective for annual reporting periods beginning on or after January 1, 2022. The partnership is
currently assessing the impact of the amendment.
There are currently no other future changes to IFRS with potential impact on the partnership.
(af)
New accounting policies
The partnership has applied new and revised standards issued by the IASB that are effective for the period beginning
on or after January 1, 2021.
(i)
IFRS 9, IAS 39, IFRS 7 and IFRS 16 amendments for IBOR reform
It is currently expected that Secured Overnight Financing Rate (“SOFR”) will replace US$ LIBOR, Sterling Overnight
Index Average (“SONIA”) will replace £ LIBOR, and Euro Short-term Rate (“€STR”) will replace EURIBOR effective for
June 30, 2023 for those tenors used by the partnership, but effective December 31, 2021. The partnership is progressing through
its transition plan to address the impact and effect required changes as a result of amendments to the contractual terms of US$
LIBOR referenced floating-rate borrowings, interest rate swaps, interest rate caps and to update hedge designations.
The amendments provide temporary relief which address the financial reporting effects when an interbank offered rate
(“IBOR”) is replaced with an alternative nearly risk-free interest rate (“RFR”).
F-34
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The amendments include the following practical expedients:
•
•
•
To require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as
changes to a floating interest rate, equivalent to a movement in a market rate of interest;
Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the
hedging relationship being discontinued; and
Provide temporary relief to entities from having to meet the separately identifiable requirement when an RFR
instrument is designated as a hedge of a risk component.
These amendments had no impact on the consolidated financial statements of the partnership. The partnership intends
to use the practical expedients in future periods when they become applicable.
Brookfield Business Partners
F-35
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 3. ACQUISITION OF BUSINESSES
When determining the basis of accounting for the partnership’s investees, the partnership evaluates the degree of
influence that the partnership exerts directly or through an arrangement over the investees’ relevant activities. Control is
obtained when the partnership has power over the acquired entities and an ability to use its power to affect the returns of
these entities.
The partnership accounts for business combinations using the acquisition method of accounting, pursuant to which the
cost of acquiring a business is allocated to its identifiable tangible and intangible assets and liabilities on the basis of the
estimated fair values at the date of acquisition.
(a)
Acquisitions completed in 2021
The following table summarizes the consideration transferred, assets acquired, liabilities assumed and non-controlling
interests recognized at the applicable acquisition dates for significant acquisitions. The consideration transferred reflects the
partnership’s equity contribution, debt raised alongside institutional partners to fund the acquisition, and contingent
consideration or non-cash consideration:
(US$ MILLIONS)
Cash (2)
Non-cash consideration
Contingent consideration
Total consideration
(US$ MILLIONS)
Cash and cash equivalents
Accounts receivable and other, net
Inventory, net
Property, plant and equipment
Intangible assets
Goodwill
Equity accounted investments and other assets
Accounts payable and other
Non-recourse borrowings in subsidiaries of the
partnership
Deferred income tax liabilities
Net assets acquired before non-controlling interests
Non-controlling interests acquired
Net assets acquired
__________________________________________
Business
services
Infrastructure
services
Industrials
Total (1)
219 $
—
63
4,741 $
19
—
4,039 $
—
359
282 $
4,760 $
4,398 $
11 $
100 $
165 $
52
—
56
84
290
9
(96)
(103)
(21)
282 $
—
414
104
1,963
1,941
1,667
5
(817)
(27)
(590)
4,760 $
—
304
484
467
2,507
1,829
31
(773)
(2)
(604)
4,408 $
(10)
282 $
4,760 $
4,398 $
8,999
19
422
9,440
276
770
588
2,486
4,532
3,786
45
(1,686)
(132)
(1,215)
9,450
(10)
9,440
$
$
$
$
$
(1)
(2)
The fair values of acquired assets, assumed liabilities and goodwill for the acquisition have been determined on a preliminary basis at the end of the
reporting period.
Cash consideration includes $80 million, $581 million and $500 million of equity from the partnership in the business services, infrastructure
services and industrials segments, respectively.
F-36
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Business services
Everise Holdings Pte Ltd. (“Everise”)
On January 8, 2021, the partnership, together with institutional partners, acquired a 100% economic interest in Everise,
a customer management solutions provider that specializes in managing customer interactions for large global healthcare and
technology clients primarily based in the U.S. Total consideration was $282 million, comprising $219 million of equity and
$63 million of contingent consideration related to the achievement of near-term performance targets payable to the former
shareholders. The partnership’s economic interest of 36% was acquired for equity consideration of $80 million. A portion of the
partnership’s economic interest may be syndicated to institutional partners. The partnership received 100% of the voting rights,
which provided the partnership with control. Accordingly, the partnership has consolidated the business for financial reporting
purposes.
The acquisition contributed $84 million of intangible assets, net other assets of $11 million and $103 million of non-
recourse borrowings. Goodwill of $290 million was recognized and represents growth the partnership expects to experience
from the operations. The goodwill recognized is not deductible for income tax purposes. Non-controlling interests of
$139 million attributable to institutional partners were recognized and measured at fair value. Transaction costs of $7 million
were recorded as other expenses in the consolidated statements of operating results.
The partnership’s results from operations for the period ended December 31, 2021 include revenues of $338 million
contributed from Everise. If the acquisition had been effective January 1, 2021, the partnership would have recorded revenues
of $345 million for the year ended December 31, 2021.
Industrials
DexKo Global Inc. (“DexKo”)
On October 4, 2021, the partnership, together with institutional partners, acquired a 100% economic interest in DexKo,
a leading global manufacturer of highly engineered components primarily for industrial trailers and other towable-equipment
providers, and a related acquisition shortly thereafter that was not significant to the partnership. Total consideration was
$3.8 billion, comprising $1.1 billion of equity, $2.6 billion of debt, and $30 million of contingent consideration payable to
former shareholders related to the realization of tax savings from the utilization of certain tax deductions which arose in
connection with the acquisition. The partnership’s economic interest of 35% was acquired for equity consideration of
$396 million. A portion of the partnership’s economic interest may be syndicated to institutional partners. The partnership
received 100% of the voting rights, which provided the partnership with control, and accordingly, the partnership has
consolidated the business for financial reporting purposes.
Goodwill of $1.4 billion was recognized and represents the growth the partnership expects to experience from the
integration of the operations. The goodwill recognized is not deductible for income tax purposes. Intangible assets of
$2.2 billion were acquired as part of the transaction, primarily comprised customer relationships, proprietary technology and
patents and trademarks. Transaction costs of approximately $9 million were recorded as other expenses in the consolidated
statements of operating results. Non-controlling interests of $761 million primarily attributable to institutional partners were
recognized and measured at fair value.
The partnership’s results from operations for the period ended December 31, 2021 include revenues of $587 million
and $22 million of net loss attributable to the partnership from the acquisition. If the acquisition had been effective January 1,
2021, the partnership would have recorded revenues of $2.5 billion and net loss of $49 million attributable to the partnership for
the year ended December 31, 2021.
Brookfield Business Partners
F-37
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Aldo Componentes Eletrônicos LTDA (“Aldo”)
On August 31, 2021, the partnership, together with institutional partners, acquired a 100% economic interest in Aldo, a
leading distributor of solar power solutions for the distributed generation market in Brazil for total consideration of
$623 million, comprising $295 million of equity and $328 million of contingent consideration payable to the former
shareholder once certain performance targets have been met. The determination of the final settlement amount ranges from $nil
to $340 million. The partnership’s economic interest was 35% comprising $104 million of cash consideration. The partnership
received 100% of the voting rights, which provided the partnership with control. Accordingly, the partnership has consolidated
the business for financial reporting purposes.
The acquisition contributed $295 million of intangible assets, $59 million of cash and cash equivalents, $48 million of
inventory, $100 million of deferred tax liabilities, and net other liabilities of $99 million. Goodwill of $421 million was
recognized and represents growth the partnership expects to experience from the operations. The goodwill recognized is not
deductible for income tax purposes. Non-controlling interests of $191 million attributable to institutional partners were
recognized and measured at fair value.
The partnership’s results from operations for the period ended December 31, 2021 include revenues of $228 million
and $4 million of net income attributable to the partnership from the acquisition. If the acquisition had been effective January 1,
2021, the partnership would have recorded revenues of $553 million and $24 million of net income attributable to the
partnership for the year ended December 31, 2021.
Infrastructure
Modulaire Investments 2 S.à r.l. (“Modulaire”)
On December 15, 2021, the partnership, together with institutional partners, acquired a 100% economic interest in
Modulaire, a provider of modular building leasing services in Europe and Asia-Pacific for total consideration of $4.8 billion,
comprising $1.6 billion of equity, $3.2 billion of debt, and $19 million of non-cash consideration. The partnership’s economic
interest of 36% was acquired for equity consideration of $581 million. A portion of the partnership’s economic interest may be
syndicated to institutional partners. The partnership received 100% of the voting rights, which provided the partnership with
control, and accordingly, the partnership has consolidated the business for financial reporting purposes.
Goodwill of $1.7 billion was recognized and represents the growth the partnership expects to experience from the
integration of the operations. The goodwill recognized is not deductible for income tax purposes. Intangible assets of
$1.9 billion were acquired as part of the transaction, primarily comprised customer relationships and brand names. Transaction
costs of approximately $23 million were recorded as other expenses in the consolidated statements of operating results. Non-
controlling interests of $1.0 billion attributable to institutional partners were recognized and measured at fair value.
The partnership’s results from operations for the period ended December 31, 2021 include revenues of $75 million and
$18 million of net loss attributable to the partnership from the acquisition. If the acquisition had been effective January 1, 2021,
the partnership would have recorded revenues of $1.7 billion and net income of $46 million attributable to the partnership for
the year ended December 31, 2021.
(b)
Acquisitions completed in 2020
The following summarizes the consideration transferred, assets acquired, liabilities assumed and non-controlling
interests at the applicable acquisition dates for significant acquisitions:
Business services
IndoStar Capital Finance Limited (“IndoStar”)
On May 27, 2020, the partnership, together with institutional partners, acquired a 31% ownership interest in IndoStar,
an Indian financing company focused on commercial vehicle lending and affordable home finance, for consideration of
$162 million. The partnership did not receive voting rights with its initial investment and on June 30, 2020 classified the
investment as a financial asset measured at fair value through profit and loss.
F-38
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
On July 8 and 9, 2020, the partnership, together with institutional partners, acquired an additional 26% interest in
IndoStar through a Mandatory Tender Offer and a secondary offering, for $114 million and $19 million, respectively, for a total
ownership interest of 57%. Upon completion of the additional investment, the partnership received 57% of the voting rights
which provided the partnership with control over the business on July 9, 2020. Accordingly, the partnership has consolidated
the business for financial reporting purposes. Total consideration for the acquisition, inclusive of the May 27, 2020 transaction
was $105 million attributable to the partnership, representing a 20% economic interest. Transaction costs of $4 million were
recorded as other expenses in the consolidated statements of operating results in 2020.
The transaction was accounted for as a business combination achieved in stages. The partnership’s previously held
investment in IndoStar was remeasured to fair value prior to the acquisition of additional interests. The fair value approximated
carrying value and no cumulative gain or loss arising from changes in the fair value of the investment was recognized.
The acquisition contributed $1,122 million of loans receivable, $78 million of cash and cash equivalents, $227 million
of financial assets, intangible assets of $20 million, net other assets of $30 million and non-recourse borrowings of
$988 million. Goodwill of $29 million was recognized and represents the benefits the partnership expects to receive from the
integration of the operations. Non-controlling interests of $403 million attributable to institutional partners were recognized and
measured at the proportionate share of the fair value of assets acquired and liabilities assumed.
The partnership’s results from operations for the year ended December 31, 2020 include revenues of $86 million and
$3 million of net income attributable to the partnership from the acquisition. If the acquisition had been effective January 1,
2020, the partnership would have recorded revenues of $175 million for the year ended December 31, 2020 and a net loss of
$7 million attributable to the partnership for the year ended December 31, 2020.
NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. Fair values are determined by reference to
quoted bid or ask prices, as appropriate. Where bid and ask prices are unavailable, the closing price of the most recent
transaction of that instrument is used. In the absence of an active market, fair values are determined based on prevailing market
rates such as bid and ask prices, as appropriate, for instruments with similar characteristics and risk profiles or internal or
external valuation models, such as option pricing models and discounted cash flow analysis, using observable market inputs
when available.
Fair values determined using valuation models require the use of assumptions concerning the amount and timing of
estimated future cash flows and discount rates. In determining those assumptions, the partnership looks primarily to external
readily observable market inputs such as interest rate yield curves, currency rates, and price and rate volatility as applicable.
Brookfield Business Partners
F-39
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following table provides the details of financial instruments and their associated financial instrument
classifications as at December 31, 2021:
(US$ MILLIONS)
MEASUREMENT BASIS
Financial assets
Cash and cash equivalents
Accounts and other receivable, net (current and non-
current)
Other assets (current and non-current) (1)
Financial assets (current and non-current) (2)
Total (3)
Financial liabilities
Accounts payable and other (2) (4)
Borrowings (current and non-current)
Total
____________________________________
FVTPL
FVOCI
Amortized
cost
Total
$
— $
— $
2,588 $
2,588
—
—
518
518 $
640 $
—
640 $
—
—
6,243
6,243 $
220 $
—
220 $
5,638
478
1,789
10,493 $
10,847 $
29,076
39,923 $
5,638
478
8,550
17,254
11,707
29,076
40,783
$
$
$
(1)
(2)
(3)
(4)
Excludes prepayments, subrogation recoverable, deferred policy acquisition costs and other assets of $1,369 million.
Refer to Hedging Activities in Note 4 (a) below.
Total financial assets include $5,200 million of assets pledged as collateral.
Includes derivative liabilities, and excludes provisions, decommissioning liabilities, deferred revenue, unearned premiums reserve, work in progress,
post-employment benefits and various tax and duties of $7,929 million.
Included in cash and cash equivalents as at December 31, 2021 is $2,180 million of cash (2020: $2,269 million) and
$408 million of cash equivalents (2020: $474 million).
Included in financial assets (current and non-current) as at December 31, 2021 is $1,369 million (2020: $850 million)
of equity instruments and $4,697 million (2020: $4,041 million) of debt instruments designated as measured at fair value
through other comprehensive income.
The fair value of all financial assets and liabilities as at December 31, 2021 were consistent with carrying value, with
the exception of the borrowings at the partnership’s offshore oil services operations, where fair value determined using Level 1
and Level 2 inputs resulted in a fair value of $2,362 million (2020: $2,753 million) versus a carrying value of $2,471 million
(2020: $2,769 million).
F-40
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following table provides the allocation of financial instruments and their associated financial instrument
classifications as at December 31, 2020:
(US$ MILLIONS)
MEASUREMENT BASIS
Financial assets
Cash and cash equivalents
Accounts and other receivable, net (current and non-
current)
Other assets (current and non-current) (1)
Financial assets (current and non-current) (2)
Total (3)
Financial liabilities
Accounts payable and other (4)
Borrowings (current and non-current)
Total
____________________________________
FVTPL
FVOCI
Amortized
cost
Total
$
— $
— $
2,743 $
2,743
—
—
933
933 $
435 $
—
435 $
—
—
5,561
5,561 $
370 $
—
370 $
4,989
536
2,302
10,570 $
9,063 $
23,776
32,839 $
4,989
536
8,796
17,064
9,868
23,776
33,644
$
$
$
(1)
(2)
(3)
(4)
Excludes prepayments, subrogation recoverable, deferred policy acquisition costs and other assets of $1,048 million.
Refer to Hedging Activities in Note 4 (a) below.
Total financial assets include $4,704 million of assets pledged as collateral.
Excludes provisions, decommissioning liabilities, deferred revenue, work in progress, post-employment benefits and various tax and duties of
$8,064 million.
(a)
Hedging activities
The partnership uses foreign exchange contracts and foreign currency denominated debt instruments to manage foreign
currency exposures arising from net investments in foreign operations. For the year ended December 31, 2021, pre-tax net gain
of $145 million (2020: net loss of $34 million, 2019: net loss of $53 million) was recorded in other comprehensive income for
the effective portion of hedges of net investments in foreign operations. As at December 31, 2021, there was an unrealized
derivative asset balance of $87 million (2020: $17 million) and derivative liability balance of $58 million (2020: $59 million)
relating to derivative contracts designated as net investment hedges.
The partnership uses commodity swap contracts to hedge the sale price of its gas contracts, purchase price of decant
oil, lead, polypropylene, tin, foreign exchange contracts and option contracts to hedge highly probable future transactions, and
interest rate contracts to hedge the cash flows on its floating rate borrowings. A number of these contracts are designated as
cash flow hedges. For the year ended December 31, 2021, pre-tax net gain of $88 million (2020: net loss of $216 million, 2019:
net loss of $79 million) were recorded in other comprehensive income for the effective portion of cash flow hedges. As at
December 31, 2021, there was an unrealized derivative asset balance of $89 million (2020: $82 million) and derivative liability
balance of $162 million (2020: $311 million) relating to the derivative contracts designated as cash flow hedges.
Other derivative instruments not in hedging relationships are measured at fair value, with changes in fair value
recognized in the consolidated statements of operating results.
(b)
Fair value hierarchical levels - financial instruments
Level 3 assets and liabilities measured at fair value on a recurring basis include $297 million (2020: $341 million) of
financial assets and $498 million (2020: $11 million) of financial liabilities, which are measured at fair value using valuation
inputs based on management’s best estimates.
Brookfield Business Partners
F-41
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
There were no transfers between levels during the year ended December 31, 2021. The following table categorizes
financial assets and liabilities, which are carried at fair value, based upon the level of input as at December 31, 2021 and 2020:
(US$ MILLIONS)
Financial assets
Common shares
Corporate and government bonds
Derivative assets
Other financial assets (1)
Financial liabilities
Derivative liabilities
Other financial liabilities (2)
____________________________________
Level 1
2021
Level 2
Level 3
Level 1
2020
Level 2
Level 3
$
865 $
— $
— $
481 $
— $
43
2
586
3,956
300
712
—
—
297
—
46
775
4,049
231
571
$ 1,496 $ 4,968 $
297 $ 1,302 $ 4,851 $
$
$
14 $
348 $
19 $
72 $
722 $
—
—
479
—
—
14 $
348 $
498 $
72 $
722 $
—
—
—
341
341
—
11
11
(1)
(2)
Level 1 other financial assets are primarily preferred shares. Level 2 other financial assets are primarily asset backed securities.
Includes $411 million (2020: $nil) of contingent consideration payable between 2022 and 2024 in relation to the acquisition of subsidiaries. Refer to
Note 3 for further information.
The following table summarizes the valuation techniques and key inputs used in the fair value measurement of Level 2
financial instruments:
(US$ MILLIONS)
Type of asset/
liability
Carrying
value
December 31,
2021
Carrying
value
December 31,
2020
Valuation technique(s) and key input(s)
Corporate and
government bonds
$
3,956 $
Derivative assets
$
300 $
Other financial
assets
$
712 $
Derivative
liabilities
$
348 $
4,049 Fair value of bonds are obtained primarily from industry standard
pricing services utilizing market observable inputs. Fair value is
assessed by analyzing available market information through processes
such as benchmark curves, benchmarking of like securities and quotes
from market participants. The primary inputs used in determining fair
value of bonds and debentures are interest rate curves and credit
spreads.
231 Fair value of derivative contracts incorporates quoted market prices, or
in their absence internal valuation models corroborated with observable
market data; and for foreign exchange, interest rate, and commodity
derivatives, observable forward exchange rates, current interest rates,
and commodity prices, respectively, at the end of the reporting period.
571 Other financial assets represents amounts from asset backed securities
where values are obtained from industry standard pricing services
utilizing market observable inputs. Fair value is assessed by analyzing
available market information through processes such as benchmark
curves, benchmarking of like securities and quotes from market
participants. The primary inputs used in determining fair value are
interest rate curves and credit spreads.
722 Fair value of derivative contracts incorporates quoted market prices, or
in their absence internal valuation models corroborated with observable
market data; and for foreign exchange, interest rate, and commodity
derivatives, observable forward exchange rates, current interest rates,
and commodity prices, respectively, at the end of the reporting period.
F-42
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The fair value of Level 3 financial assets and liabilities is determined using valuation models which require the use of
unobservable inputs, including assumptions concerning the amount and timing of estimated future cash flows and discount
rates. In determining those unobservable inputs, the partnership uses observable external market inputs such as interest rate
yield curves, currency rates, and price and rate volatilities, as applicable, to develop assumptions regarding those unobservable
inputs.
The following table summarizes the valuation techniques and significant unobservable inputs used in the fair value
measurement of Level 3 financial instruments:
(US$ MILLIONS)
Type of asset/liability
Other financial assets - secured
debentures
Other financial assets - equity
instruments designated as
measured at FVOCI
Other financial assets - debt
instruments measured at FVTPL
Other financial liabilities -
contingent consideration
Carrying
value
December 31,
2021
Carrying
value
December 31,
2020
Valuation
technique(s)
Significant
unobservable
input(s)
$
$
$
$
144 $
254 Discounted
Cash flows
cash flows
143 $
77 Private share
trade
comparables
Private share
trades
10 $
9 Discounted
cash flows
Cash flows
411 $
— Discounted
Cash flows
cash flows
Relationship of
unobservable
input(s) to fair
value
Increases (decreases)
in future cash flows
increase (decrease)
fair value
Increases (decreases)
in private share trade
prices increase
(decrease) fair value
Increases (decreases)
in future cash flows
increase (decrease)
fair value
Increases (decreases)
in future cash flows
increase (decrease)
fair value
The following table presents the change in the balance financial assets classified as Level 3 as at December 31, 2021
and 2020:
(US$ MILLIONS)
Balance at beginning of year
Fair value change recorded in net income
Fair value change recorded in other comprehensive income
Additions
Disposals
Foreign currency translation and other
Balance at end of period
2021
2020
341 $
(5)
17
121
(172)
(5)
297 $
287
(2)
(3)
221
(162)
—
341
$
$
Brookfield Business Partners
F-43
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following table presents the change in the balance of financial liabilities classified as Level 3 as at December 31,
2021 and 2020:
(US$ MILLIONS)
Balance at beginning of year
Fair value change recorded in net income
Fair value change recorded in other comprehensive income
Additions
Disposals
Foreign currency translation and other
Balance at end of period
Offsetting of financial assets and liabilities
2021
2020
$
$
11 $
3
—
510
(5)
(21)
498 $
37
(23)
(1)
3
(5)
—
11
Financial assets and liabilities are offset with the net amount reported in the consolidated statements of financial
position where the partnership currently has a legally enforceable right to offset and there is an intention to settle on a net basis
or realize the asset and settle the liability simultaneously. As at December 31, 2021, $nil of financial assets (2020: $68 million)
and $16 million of financial liabilities (2020: $14 million) were offset in the consolidated statements of financial position
related to derivative financial instruments.
Securities lending
The partnership’s residential mortgage insurance business participates in a securities lending program through an
intermediary that is a financial institution for the purpose of generating fee income. Non-cash collateral, in the form of U.S. or
Canadian government securities, which is equal to at least 105% of the fair value of the loaned securities, is retained by the
partnership until the underlying securities have been returned.
In addition to earning fee income under the securities lending program, interest, dividends and other income generated
by the loaned securities continues to be earned while the securities are in the possession of counterparties.
As at December 31, 2021, the partnership had $450 million (2020: $483 million) of financial assets loaned under its
securities lending program. The partnership has accepted eligible securities as collateral with a fair value of $472 million (2020:
$506 million).
F-44
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 5. FINANCIAL ASSETS
(US$ MILLIONS)
Current
Marketable securities
Restricted cash
Derivative contracts
Loans and notes receivable
Other financial assets (1)
Total current
Non-current
Marketable securities
Restricted cash
Derivative contracts
Loans and notes receivable
Other financial assets (1)
Total non-current
2021
2020
$
$
$
$
1,262 $
224
179
211
138
2,014 $
3,601 $
297
123
936
1,579
6,536 $
995
833
167
195
385
2,575
3,535
272
110
1,002
1,302
6,221
____________________________________
(1)
Other financial assets includes secured debentures, asset backed securities and preferred shares in the partnership’s business services segment.
NOTE 6. ACCOUNTS AND OTHER RECEIVABLE, NET
(US$ MILLIONS)
Current, net
Non-current, net
Accounts receivable
Retainer on customer contract
Billing rights
Total non-current, net
Total
2021
2020
$
$
$
4,945 $
60
61
572
693 $
5,638 $
4,306
60
68
555
683
4,989
Non-current billing rights primarily represent unbilled rights arising at the partnership’s water and wastewater
operations in Brazil from revenues earned from the construction of public concession contracts classified as financial assets,
which are recognized when there is an unconditional right to receive cash or other financial assets from the concession authority
for the construction services.
The partnership’s construction operations has a retention balance, which comprises amounts that have been earned but
held back until the satisfaction of certain conditions specified in the contract. The retention balance included in the current
accounts receivable balance as at December 31, 2021 was $231 million (December 31, 2020: $244 million), and the retention
balance included in the non-current accounts receivable balance as at December 31, 2021 was $61 million (December 31, 2020:
$68 million).
Brookfield Business Partners
F-45
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The amount of accounts and other receivables written down for bad debts was as follows:
(US$ MILLIONS)
Loss allowance - beginning
Add: increase in allowance
Deduct: bad debt write offs
Foreign currency translation and other
Loss allowance - ending
NOTE 7. INVENTORY, NET
(US$ MILLIONS)
Raw materials and consumables
Fuel products (1)
Work in progress
RTFO certificates (2)
Finished goods and other (3)
Carrying amount of inventories
____________________________________
2021
2020
2019
156 $
54
(47)
(6)
157 $
86 $
116
(55)
9
156 $
2021
2020
1,340 $
727
723
391
1,331
4,512 $
45
53
(23)
11
86
980
648
638
365
1,065
3,696
$
$
$
$
(1)
(2)
(3)
Fuel products that are traded in active markets are purchased with a view to resell in the near future. As a result, these stocks of fuel products are
recorded at fair value based on quoted market prices.
RTFO certificates held for trading as at December 31, 2021 have a fair value of $nil (December 31, 2020: $25 million). There is no externally
quoted marketplace for the valuation of RTFO certificates. In order to value these contracts, the partnership has adopted a pricing methodology
combining both observable inputs based on market data and assumptions developed internally based on observable market activity.
Finished goods and other are mainly composed of finished goods inventory in the infrastructure services and industrials segments.
The amount of inventory written down was as follows:
(US$ MILLIONS)
Inventory obsolescence provision - beginning
Add: increase in provision
Deduct: inventory obsolescence write off
Impact of foreign exchange
Inventory obsolescence provision - ending
NOTE 8. DISPOSITIONS
2021
2020
2019
$
$
55 $
35
(20)
(1)
69 $
33 $
55
(34)
1
55 $
19
22
(8)
—
33
For the year ended December 31, 2021, the partnership recognized net gains on dispositions of $1,823 million (2020:
$274 million; 2019: $726 million).
(a)
Dispositions completed in 2021
Industrials – Graphite electrode operations
On January 14, 2021, the partnership, together with institutional partners, sold 20 million common shares of its
investment in its graphite electrode operations as part of a block trade transaction for total proceeds of $214 million. The
transaction decreased the partnership’s voting interest in the investment to 48% but did not result in a loss of control. The
partnership recorded a pre-tax gain of $239 million in the consolidated statements of changes in equity, of which $82 million
was attributable to the partnership.
F-46
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
On March 1, 2021, the partnership, together with institutional partners, sold an additional 30 million common shares of
its graphite electrode operations as part of a block trade for total proceeds of $350 million, which decreased the partnership’s
voting interest to 37% and resulted in the deconsolidation of its investment. The partnership retained significant influence and
continued to account for its 13% economic ownership in the investment using the equity method. As a result of the loss of
control, a pre-tax gain of $1,764 million was recorded in the consolidated statements of operating results. The partnership’s
share of the total pre-tax gain recorded in gain (loss) on acquisitions/dispositions was $609 million. The gain on
deconsolidation was calculated as the fair value of the interest retained by the partnership, together with institutional partners, in
shares of the investment, cash proceeds received on the sale of shares to third parties, net of the derecognition of net assets and
non-controlling interests in the graphite electrode operations.
In May 2021, the partnership sold 11.3 million common shares of its graphite electrode operations through two block
trade transactions for pre-tax proceeds of approximately $150 million. The transactions decreased the partnership’s economic
ownership to 8%. The partnership recorded a pre-tax gain of $5 million in the consolidated statements of operating results.
Industrials – Public securities
The partnership recognized a pre-tax gain of $41 million in the first quarter of 2021 from the disposition of a portion
of the partnership’s investment in public securities. The prior period unrealized fair value changes related to these securities
were recorded in other income (expense), net in the consolidated statements of operating results.
(b)
Dispositions completed in 2020
Business services – Cold storage logistics business
In January 2020, the partnership completed the sale of its cold storage logistics business for gross proceeds of
approximately $255 million, resulting in a $186 million pre-tax gain recognized by the partnership.
Business services – New Zealand pathology business
In November 2020, the partnership’s healthcare service operations completed the sale of its New Zealand pathology
business for gross proceeds of $390 million, resulting in a $55 million pre-tax gain recognized by the partnership.
Industrials – Public securities
In November and December 2020, the partnership recognized a pre-tax gain of $40 million from the disposition of a
portion of the partnership’s investment in public securities.
(c)
Dispositions completed in 2019
Business services – Facilities management business
In May 2019, the partnership completed the sale of its facilities management business for approximate gross proceeds
of $1 billion, resulting in a $341 million pre-tax gain recognized by the partnership.
Business services – Global executive relocation business
In June 2019, the partnership completed the sale of its global executive relocation business for proceeds of
approximately $230 million, resulting in a $180 million pre-tax gain recognized by the partnership.
Industrials – Water and wastewater services
In September 2019, the partnership’s water and wastewater operations completed the sale of certain assets and
liabilities related to its industrial water treatment business segment for proceeds of approximately $220 million, resulting in a
$16 million pre-tax gain recognized by the partnership.
Industrials – Palladium mining operation
In December 2019, the partnership sold its 81% ownership interest in its palladium mining operation for proceeds of
$572 million, resulting in a $187 million pre-tax gain recognized by the partnership.
Brookfield Business Partners
F-47
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 9. OTHER ASSETS
(US$ MILLIONS)
Current
Work in progress (1)
Prepayments and other assets
Assets held for sale
Total current
Non-current
Work in progress (1)
Prepayments and other assets
Total non-current
2021
2020
$
$
$
$
478 $
872
9
1,359 $
— $
488
488 $
488
650
35
1,173
48
363
411
____________________________________
(1)
See Note 16 for additional information.
NOTE 10. NON-WHOLLY-OWNED SUBSIDIARIES
The following tables present the gross assets and liabilities as at December 31, 2021 and 2020 as well as gross
amounts of revenues, net income (loss), other comprehensive income and distributions for the years ended December 31, 2021,
2020 and 2019 from the partnership’s investments in material non-wholly owned subsidiaries:
Year ended December 31, 2021
Total
Current
assets
Non-
current
assets
Current
liabilities
Non-
current
liabilities Revenues
Net
income
(loss)
OCI
Profit/
(loss)
allocated
to others’
ownership
interest
Distributions
to others’
ownership
interest
Equity
allocated
to others’
ownership
interest
$ 4,223 $ 13,275 $ 5,301 $ 7,153 $ 26,162 $ 526 $ (71) $
351 $
(821) $
3,257
2,918
13,096
3,224
10,642
4,458
(294) 274
5,705
(81)
17,598
$ 12,846 $ 47,170 $ 12,194 $ 35,393 $ 42,759 $ 2,052 $ 122 $
12,139
20,799
1,820
3,669
(179)
1,238
1,410 $
(74)
(728)
(1,623) $
1,296
3,513
8,066
Year ended December 31, 2020
Total
Current
assets
Non-
current
assets
Current
liabilities
Non-
current
liabilities Revenues
Net
income
(loss)
OCI
Profit/
(loss)
allocated
to others’
ownership
interest
Distributions
to others’
ownership
interest
Equity
allocated
to others’
ownership
interest
$ 4,113 $ 12,741 $ 4,413 $ 7,093 $ 18,584 $ 459 $ 417 $
350 $
(650) $
3,969
2,328
8,092
2,561
7,248
4,399
(281) (120)
(161)
(249)
(360)
16,232
5,178
$ 11,619 $ 38,554 $ 9,983 $ 30,573 $ 33,635 $ 181 $ (63) $
10,652
3,009
17,721
3
144
333 $
(324)
(1,223) $
355
2,746
7,070
(US$
MILLIONS)
Business
services
Infrastructure
services
Industrials
Total
(US$
MILLIONS)
Business
services
Infrastructure
services
Industrials
Total
F-48
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Year ended December 31, 2019
(US$ MILLIONS)
Business services
Infrastructure services
Industrials
Total
Total
Net
income
Revenues
(loss)
$ 23,773 $ 200 $ 35 $
(446) (138)
(104)
660
4,559
9,644
OCI
Profit/
(loss)
allocated
to others’
ownership
interest
Distributions
to others’
ownership
interest
Equity
allocated
to others’
ownership
interest
111 $
(281)
502
(368) $
(370)
(936)
3,166
833
2,968
$ 37,976 $ 414 $ (207) $
332 $
(1,674) $
6,967
The following table outlines the composition of accumulated non-controlling interests related to the interest of others
presented in the partnership’s consolidated statements of financial position:
(US$ MILLIONS)
Non-controlling interests related to material non-wholly-owned subsidiaries
Business services
Infrastructure services
Industrials
Total non-controlling interests in material non-wholly -owned
subsidiaries
Total individually immaterial non-controlling interests balance
Total non-controlling interests
$
$
$
2021
2020
3,257 $
1,296
3,513
8,066 $
656
8,722 $
3,969
355
2,746
7,070
775
7,845
Brookfield Business Partners
F-49
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 11. PROPERTY, PLANT AND EQUIPMENT
(US$ MILLIONS)
Gross carrying amount
Balance at January 1, 2020
Additions (cash and non-cash)
Dispositions
Acquisitions through business
combinations (1)
Transfers and assets reclassified as held
for sale (2)
Foreign currency translation and other
Balance at December 31, 2020
$
$
Additions (cash and non-cash)
Dispositions (4)
Acquisitions through business
combinations (1)
Transfers and assets reclassified as held
for sale (2)
Foreign currency translation and other
Land
Buildings
Machinery
and
equipment
Vessels
Others
Right-of-
use assets
Total
assets
633 $
1
(7)
3,708 $
174
(5)
5,035 $
547
(150)
3,970 $
475
(254)
1,693 $
15
(18)
1,463 $
314
(165)
16,502
1,526
(599)
—
5
64
—
4
6
79
(267)
22
382 $
24
365
4,271 $
14
82
5,592 $
(22)
2
4,171 $
195
42
1,931 $
—
(44)
105
(36)
(15)
181
(99)
799
(838)
157
1,862
11
(154)
(39)
(170)
208
(61)
—
(121)
—
57
(46)
28
4
51
—
39
1,657 $
174
(85)
(56)
552
18,004
1,419
(1,173)
366
2,518
42
1
(139)
(287)
Balances at December 31, 2021
$
392 $
4,367 $
7,206 $
4,197 $
2,025 $
2,155 $
20,342
Accumulated depreciation and
impairment
Balance at January 1, 2020
Depreciation/depletion/impairment
expense
Dispositions
Transfers and assets reclassified as held
for sale (2)
Foreign currency translation and other
Balances at December 31, 2020 (3)
Depreciation/depletion/impairment
expense
Dispositions (4)
Transfers and assets reclassified as held
for sale (2)
Foreign currency translation and other
Balance at December 31, 2021 (3)
Net book value
December 31, 2020
December 31, 2021
____________________________________
$
— $
(106) $
(809) $
(705) $
(793) $
(197) $
(2,610)
—
—
(93)
2
(662)
52
(554)
193
(114)
6
—
—
— $
16
(12)
(193) $
(4)
(22)
(1,445) $
6
—
(1,060) $
7
(25)
(919) $
—
—
—
—
(206)
26
(23)
(41)
(711)
399
24
68
(431)
46
106
—
(69)
29
—
(13)
(263)
63
1
(9)
(405) $
(1,686)
316
26
(68)
(4,022)
(263)
(1,680)
53
(4)
15
553
103
29
— $
(437) $
(1,665) $
(1,339) $
(972) $
(604) $
(5,017)
382 $
4,078 $
4,147 $
3,111 $
1,012 $
1,252 $
13,982
392 $
3,930 $
5,541 $
2,858 $
1,053 $
1,551 $
15,325
$
$
$
$
(1)
(2)
(3)
(4)
See Note 3 for additional information.
Includes assets that were reclassified as held for sale and subsequently disposed. See Note 8 and Note 9 for additional information.
Includes accumulated impairment losses of $110 million (2020: $46 million) for machinery and equipment, $239 million (2020: $276 million) for
oil and gas properties and $383 million (2020: $370 million) for vessels.
During the first quarter of 2021, the partnership derecognized $505 million of property, plant and equipment, net of accumulated amortization
related to the deconsolidation of the partnership’s graphite electrode operations on March 1, 2021. Refer to Note 8 for additional information.
F-50
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
During the year ended December 31, 2021, the partnership recorded an impairment expense of $282 million (2020:
$245 million) primarily resulting from the closure of one of the partnership’s North American recycling facilities within the
industrials segment and the write-down of certain vessels at our offshore oil services operations due to changes in underlying
assumptions including contract extensions and modifications, redeployment opportunities and estimated salvage values. The
recoverable amounts of the vessels were determined using negotiated sales prices and discounted cash flow models
incorporating significant unobservable inputs. The estimates regarding expected future cash flows and discount rates are level 3
fair value inputs based on various assumptions including expected earnings, redeployment opportunities, and contract
extensions.
As at December 31, 2021, PP&E included approximately $1,551 million (2020: $1,252 million) of right-of-use assets
and $4,553 million (2020: $2,796 million) of assets subject to operating leases in which the partnership is a lessor. During the
year ended December 31, 2021, additions to right-of-use assets from acquisitions and new lease contracts were $540 million
(2020: $320 million), partially offset by depreciation expense of $263 million (2020: $263 million).
The right-of-use assets and assets subject to operating leases in which the partnership is a lessor by class of underlying
asset as at December 31, 2021 and the depreciation expense of right-of-use assets by class of underlying asset for the year
ended December 31, 2021 are outlined below:
(US$ MILLIONS)
Lessee
Year ended December 31, 2021
Land
Buildings
Machinery
and
equipment
Vessels
Others
Total
Right-of-use assets
$
113 $
809 $
565 $
11 $
53 $
1,551
Depreciation/depletion/impairment
expense
Lessor
Assets subject to operating leases
—
1
(150)
(88)
(12)
(13)
(263)
20
2,095
2,437
—
4,553
(US$ MILLIONS)
Lessee
Right-of-use assets
Depreciation expense
Lessor
Year ended December 31, 2020
Land
Buildings
Machinery
and
equipment
Vessels
Others
Total
$
51 $
(7)
621 $
538 $
(128)
(104)
22 $
(16)
20 $
(8)
1,252
(263)
Assets subject to operating leases
—
—
278
2,518
—
2,796
Brookfield Business Partners
F-51
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 12. INTANGIBLE ASSETS
Water and
sewage
concession
agreements
Customer
relationships
Computer
software,
patents,
trademarks
and
proprietary
technology (3)
Loyalty
program
Brand
names (3) Other
Value of
insurance
contracts
acquired
Total
assets
(US$ MILLIONS)
Gross carrying amount:
Balance at January 1, 2020
$
1,968 $
5,760 $
3,511 $
158 $
409 $ 471 $
227 $ 12,504
Additions
Acquisitions through business
combinations (1)
Dispositions
Assets reclassified as held for
sale (2)
Foreign currency translation
496
—
—
—
(429)
—
55
(68)
—
95
107
90
(5)
(1)
86
—
—
—
—
11
—
10
—
—
32
7
16
(100)
—
(37)
—
—
—
—
5
610
171
(173)
(1)
(237)
Balance at December 31, 2020
$
2,035 $
5,842 $
3,788 $
169 $
451 $ 357 $
232 $ 12,874
Additions
Acquisitions through business
combinations (1)
Dispositions
165
—
—
Foreign currency translation
(146)
—
3,028
(64)
(187)
104
899
(66)
(116)
—
—
—
3
605
50
4
(23)
(2)
(7)
23
(18)
—
—
—
2
322
4,536
(155)
(449)
Balance at December 31, 2021
$
2,054 $
8,619 $
4,609 $
162 $ 1,059 $ 391 $
234 $ 17,128
Accumulated amortization and
impairment
Balance at January 1, 2020
$
(171) $
Amortization expense
Dispositions
Foreign currency translation
(59)
—
49
Balances at December 31, 2020
$
(181) $
Amortization expense
Dispositions
Foreign currency translation
(71)
—
15
(414) $
(361)
68
(41)
(748) $
(420)
25
50
(282) $
(26) $
(12) $
(39) $
(1) $
(945)
(263)
4
(7)
(2)
—
(4)
(8)
(20)
—
(8)
18
7
(39)
—
(2)
(752)
90
(6)
(548) $
(32) $
(28) $
(34) $
(42) $ (1,613)
(257)
(11)
(14)
(20)
(48)
(841)
36
19
—
12
—
(6)
(21)
2
—
—
73
59
Balance at December 31, 2021
$
(237) $
(1,093) $
(750) $
(49) $
(51) $
(52) $
(90) $ (2,322)
Net book value
December 31, 2020
December 31, 2021
$
$
1,854 $
1,817 $
5,094 $
7,526 $
3,240 $
137 $
423 $ 323 $
190 $ 11,261
3,859 $
113 $ 1,008 $ 339 $
144 $ 14,806
____________________________________
(1)
(2)
(3)
See Note 3 for additional information.
Includes assets that were reclassified as held for sale and subsequently disposed. See Note 8 and Note 9 for additional information.
Includes indefinite life intangible assets with a carrying value of $1,470 million (2020: $900 million) in the partnership’s infrastructure services and
industrials segments.
F-52
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The terms and conditions of the water and sewage concession agreements, including fees that can be charged to the
users and the duties to be performed by the operator, are regulated by various grantors, the majority of which are municipal
governments across Brazil. The concession agreements provide the operator the right to charge fees to users using the services
of the operator over the term of the concessions in exchange for water treatment services, ongoing and regular maintenance
work on water distributions assets, and improvements to the water treatment and distribution system. Fees are revised annually
for inflation in Brazil. The concession arrangements have expiration dates that range from 2037 to 2056 at which point the
underlying concessions assets will be returned to the various grantors.
The proprietary technology within the partnership’s nuclear technology services operations pertains to developed
technology that has the potential to provide competitive advantages and product differentiation. The developed technology was
valued at the date the partnership acquired its nuclear technology services operations using an excess earnings method and a
relief from royalty method to determine the after-tax cash flows associated to the portfolio of products and processes provided
by the business. The technology includes fuel products, components and services, plant designs, as well as engineering and
other services to the owners and operators of power plants. These services consist of production and services, field services,
reactor services, pump and motor services and engineering services. The proprietary technology acquired was assessed to have
an estimated useful life of 15 years.
The customer relationships of the partnership’s nuclear technology services operations pertain to strong and continuing
relationships with many of the company’s customers within the nuclear power generation industry. Due to relatively high
barriers to entry, regulatory requirements and the time required to recreate relationships due to the bidding and proposal process
within the nuclear power generation industry, existing customer relationships are expected to provide a future source of cash
flows. The nuclear technology services operations’ customer relationships were valued at the date the partnership acquired its
nuclear technology services operations using the cost replacement approach to estimate the cost to recreate the existing
customer base. The customer relationships acquired were assessed to have estimated useful lives of up to 15 years.
The brand names of the nuclear technology services operations pertain to the recognition of its trade name which
carries a strong reputation in the industry and positive brand recognition. The brand names have an indefinite useful life and
were valued at the date the partnership acquired its nuclear technology services operations using an income approach.
The customer relationships of the partnership’s advanced energy storage operations relate to strong and continuing
relationships with many of the original equipment manufacturer and aftermarket customers within the automotive batteries
industry. These customer relationships were valued at the date the partnership acquired its advanced energy storage operations
using an income approach by discounting the free cash flows expected to be generated. The customer relationships acquired
were assessed to have a weighted average useful life of up to 16 years.
The proprietary technology of the advanced energy storage operations of the partnership were assessed to have a
weighted average useful life of 14 years and was valued using an income approach at the date the partnership acquired the
business.
Trademarks of the advanced energy storage operations of the partnership pertain to endorsed brands that are highly
regarded and recognized in the marketplace. These trademarks have an indefinite useful life and were valued using an income
approach at the date the partnership acquired its advanced energy storage operations.
Customer relationships acquired as a part of the partnership’s acquisition of the modular building leasing services
relate to long-term customer relationships with existing modular unit leasing customers. These customer relationships were
valued at the date of acquisition using a multi-period excess earnings approach. The customer relationships acquired were
assessed to have useful lives of up to 13 years.
Brand names acquired as part of the partnership’s acquisition of the modular building leasing services pertain to the
recognition of the collective brand names in different regions which represent the positive reputation of the operations’ product
offerings. The brand names were valued at the date of acquisition using the relief from royalty method and has an indefinite
useful life.
Customer relationships acquired as part of the partnership’s acquisition of the engineered components manufacturer
pertain to established relationships within a highly fragmented industry. These customer relationships were valued at the date of
acquisition using a multi-period excess earnings approach. The customer relationships acquired were assessed to have useful
lives of up to 23 years.
Brookfield Business Partners
F-53
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 13. GOODWILL
(US$ MILLIONS)
Balance at beginning of year
Acquisitions through business combinations (1)
Impairment losses
Dispositions
Foreign currency translation
Balance at end of year
____________________________________
2021
2020
5,244 $
3,967
(175)
(171)
(280)
8,585 $
5,218
(83)
—
(215)
324
5,244
$
$
(1)
See Note 3 for additional information on significant acquisitions.
During the year ended December 31, 2021, the partnership recorded a goodwill impairment loss of $175 million within
the infrastructure services segment. This was related to the partnership’s investment in offshore oil services as a result of
changes in vessel redeployment and expected future recontracting assumptions. This reduced the carrying value of goodwill at
offshore oil services from $286 million to $111 million. The recoverable amount was based on fair value less costs of disposal
contemplated using a discounted cash flow analysis incorporating significant unobservable inputs. The estimates regarding
expected future cash flows and discount rates are Level 3 fair value inputs based on various assumptions including existing
contracts, future vessel redeployment rates, financial forecasts and industry trends.
Goodwill is allocated to the following segments as at December 31, 2021 and 2020:
(US$ MILLIONS)
Business services
Infrastructure services
Industrials
Total
2021
2020
$
$
2,745 $
1,991
3,849
8,585 $
2,529
481
2,234
5,244
NOTE 14. EQUITY ACCOUNTED INVESTMENTS
The following table presents the ownership interest, voting interest, and carrying values of the partnership’s equity
accounted investments as at December 31, 2021 and 2020:
(US$ MILLIONS, except as noted)
Economic interest
2020
2021
Voting interest
Carrying value
2021
2020
2021
2020
Business services
14% - 70% 14% - 90% 14% - 57% 14% - 90% $
23 $
Infrastructure services
17% - 50% 17% - 50% 17% - 50% 17% - 50%
9% - 54% 24% - 54% 24% - 50% 24% - 50%
Industrials
Total
670
787
60
796
834
$
1,480 $
1,690
F-54
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following table represents the change in the balance of equity accounted investments:
(US$ MILLIONS)
Balance at beginning of year
Acquisitions through business combinations (1)
Additions (2)
Dispositions (3)
Impairment
Share of net income
Share of other comprehensive income (loss)
Distributions received
Foreign currency translation
Balance at end of period
____________________________________
2021
2020
$
1,690 $
1,273
20
430
(534)
(29)
13
(16)
(89)
(5)
(5)
446
(30)
—
57
6
(41)
(16)
$
1,480 $
1,690
(1)
(2)
(3)
See Note 3 for additional information.
Includes an equity accounted investment in the partnership’s graphite electrode operations recorded upon deconsolidation of the investment on
March 1, 2021. Refer to Note 8 for additional information.
During the second quarter of 2021, the advanced energy storage operations of the partnership made a partial disposal of an equity accounted
investment. The retained interest is accounted for as a marketable security as at December 31, 2021.
For the year ended December 31, 2021, the partnership received total distributions from equity accounted investments
of $89 million (2020: $41 million).
The following tables present the gross assets and liabilities of the partnership’s equity accounted investments:
(US$ MILLIONS)
Business services
Infrastructure services
Industrials
Total
(US$ MILLIONS)
Business services
Infrastructure services
Industrials
Total
Year ended December 31, 2021
Total
Current
assets
Non-
current
assets
Total
assets
Current
liabilities
Non-
current
liabilities
Total
liabilities
Total net
assets
$
380 $
1,377 $
1,757 $
417 $
1,656 $
2,073 $
(316)
1,545
7,749
9,294
873
5,571
6,444
1,421
3,346 $ 10,295 $ 13,641 $
2,590
1,169
640
1,930 $
330
7,557 $
970
9,487 $
$
2,850
1,620
4,154
Year Ended December 31, 2020
Total
Current
assets
Non-
current
assets
Total
assets
Current
liabilities
Non-
current
liabilities
Total
liabilities
Total net
assets
$
448 $
1,243 $
1,691 $
481 $
1,116 $
1,597 $
94
1,605
1,096
8,030
736
9,635
1,832
830
505
5,569
222
6,399
727
3,236
1,105
$
3,149 $ 10,009 $ 13,158 $
1,816 $
6,907 $
8,723 $
4,435
Certain of the partnership’s equity accounted investments are subject to restrictions over the extent to which they can
remit funds to the partnership in the form of cash dividends, or repayments of loans and advances as a result of borrowing
arrangements, regulatory restrictions and other contractual requirements.
Brookfield Business Partners
F-55
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following tables present the gross amounts of revenues, net income and other comprehensive income from the
partnership’s equity accounted investments for the years ended December 31, 2021, 2020 and 2019:
(US$ MILLIONS)
Business services
Infrastructure services
Industrials
Total
(US$ MILLIONS)
Business services
Infrastructure services
Industrials
Total
(US$ MILLIONS)
Business services
Infrastructure services
Industrials
Total
Year Ended December 31, 2021
Total
Revenues
Net income
OCI
Total
comprehensive
income
315 $
4,900
3,082
51 $
(294)
424
(6) $
(99)
(4)
8,297 $
181 $
(109) $
45
(393)
420
72
Year ended December 31, 2020
Total
Revenues
Net income
OCI
Total
comprehensive
income
252 $
4,080
2,713
7,045 $
(18) $
(123)
133
(8) $
8 $
31
—
39 $
(10)
(92)
133
31
Year ended December 31, 2019
Total
Revenues
Net income
OCI
Total
comprehensive
income
537 $
388
1,770
2,695 $
117 $
119
121
357 $
9 $
—
—
9 $
126
119
121
366
$
$
$
$
$
$
Certain of the partnership’s equity accounted investments are publicly listed entities with active pricing in a liquid
market. The fair value based on the publicly listed price of these equity accounted investments in comparison to the
partnership’s carrying value is as follows:
(US$ MILLIONS)
Business services
Industrials
Total
December 31, 2021
December 31, 2020
Public price
Carrying
value
Public price
Carrying
value
$
$
43 $
265
308 $
— $
304
304 $
39 $
519
558 $
—
373
373
F-56
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 15. ACCOUNTS PAYABLE AND OTHER
(US$ MILLIONS)
Current:
Accounts payable
Accrued and other liabilities (1) (2)
Lease liability
Financial liabilities (4)
Unearned premiums reserve
Work in progress (3)
Provisions and decommissioning liabilities
Total current
Non-current:
Accounts payable
Accrued and other liabilities (2)
Lease liability
Financial liabilities (4)
Unearned premiums reserve
Work in progress (3)
Provisions and decommissioning liabilities (5)
Total non-current
____________________________________
2021
2020
$
$
$
3,665 $
4,977
312
316
620
1,397
563
11,850 $
119 $
1,556
1,293
2,159
1,608
1
1,050
$
7,786 $
2,971
3,864
222
727
533
1,539
560
10,416
82
1,325
1,142
2,457
1,356
23
1,131
7,516
(1)
(2)
(3)
(4)
(5)
Includes bank overdrafts of $727 million as at December 31, 2021 (2020: $400 million).
Includes post-employment benefits of $771 million ($20 million current and $751 million non-current) as at December 31, 2021 (2020: $1,018
million). See Note 30 for additional information.
See Note 16 for additional information.
Includes financial liabilities of $1,732 million ($66 million current and $1,666 million non-current) as at December 31, 2021 (2020: $1,847 million)
related to the sale and leaseback of hospitals.
Decommissioning liabilities result primarily from the partnership’s ownership interest in energy assets, manufacturing facilities, retail gas stations, a
services provider to the offshore oil production industry and power generation services. The liability represents the estimated cost to reclaim and
abandon the asset and takes into account the estimated timing of the cost to be incurred in future periods. The liability was determined using a risk
rate between 1.0% and 8.5% (2020: 1.2% and 11.5%) and an inflation rate between 2.0% and 3.0% (2020: 1.9% and 3.0%), determined as
appropriate for the underlying subsidiaries.
Included within accounts payable and other is $1,605 million (2020: $1,364 million) of lease liabilities as at
December 31, 2021. During the year ended December 31, 2021, $52 million (2020: $58 million) of interest expense on lease
liabilities was incurred.
The partnership’s exposure to currency and liquidity risk related to accounts payable and other is disclosed in Note 27.
Brookfield Business Partners
F-57
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following table presents the change in the provision balances for the partnership:
(US$ MILLIONS)
Balance at January 1, 2020
Additions through business combinations
Additional provisions recognized
Reduction arising from payments/derecognition
Accretion expenses
Change in discount rate
Change in other estimates
Transfers to held for sale
Net foreign currency exchange differences
Balance at December 31, 2020
Additions through business combinations
Additional provisions recognized
Reduction arising from payments/derecognition
Accretion expenses
Change in discount rate
Change in other estimates
Net foreign currency exchange differences
Balance at December 31, 2021
NOTE 16. CONTRACTS IN PROGRESS
$
$
Decommissioning
liability
Warranties and
provisions for
defects
Other
Total
provisions
$
567 $
250 $
654 $
1,471
3
8
(7)
24
66
9
—
3
673 $
—
6
(17)
17
12
(20)
(6)
665 $
—
203
(217)
—
—
12
—
5
1
276
(199)
(1)
—
9
(9)
34
4
487
(423)
23
66
30
(9)
42
253 $
765 $
1,691
12
236
56
201
(249)
(236)
—
—
(14)
(6)
—
(7)
(31)
(32)
68
443
(502)
17
5
(65)
(44)
232 $
716 $
1,613
A summary of the partnership’s contracts in progress is presented below:
(US$ MILLIONS)
Contract costs incurred to date
Profit recognized to date (less recognized losses)
Less: progress billings
Contract work in progress (liability)
Comprising:
Amounts due from customers — work in progress (1)
Amounts due to customers — creditors (2)
Net work in progress
____________________________________
2021
2020
2019
$
$
$
$
21,381 $
1,783
23,164
(24,084)
26,411 $
1,476
27,887
(28,913)
(920) $
(1,026) $
478 $
536 $
(1,398)
(1,562)
(920) $
(1,026) $
23,041
1,843
24,884
(25,782)
(898)
577
(1,475)
(898)
(1)
(2)
The change in the balance from December 31, 2020 was due to billed amounts of $6,430 million, additions to work in progress of $6,331 million,
acquisitions through business combinations of $52 million, and the remaining $11 million due to foreign exchange changes.
The change in the balance from December 31, 2020 was due to recognized revenue of $4,867 million, additions to work in progress of $4,713
million, and the remaining $10 million due to foreign exchange changes.
F-58
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 17. BORROWINGS
Principal repayments on total borrowings due over the next five years and thereafter are as follows:
(US$ MILLIONS)
2022
2023
2024
2025
2026
Thereafter
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
borrowings
$
1,067 $
848 $
189 $
— $
344
1,212
139
94
1,051
804
769
3,187
288
3,426
728
542
901
7,410
5,017
—
—
—
1,619
—
2,104
1,876
2,523
4,227
9,411
9,494
Total - Principal repayments
$
3,907 $
9,322 $
14,787 $
1,619 $
29,635
Total - Deferred financing costs and other $
Total - December 31, 2021
Total - December 31, 2020
$
$
(35) $
3,872 $
3,389 $
(223) $
9,099 $
5,904 $
(301) $
14,486 $
13,873 $
— $
(559)
1,619 $
610 $
29,076
23,776
(a)
Corporate borrowings
The partnership has bilateral credit facilities backed by global banks. The credit facilities are available in Euros, British
pounds, Australian dollars, U.S. dollars and Canadian dollars. Advances under the credit facilities bear interest at the specified
LIBOR, EURIBOR, CDOR, BBSY or bankers’ acceptance rate plus 2.50%, or the specified base rate or prime rate plus 1.50%.
The credit facilities require the partnership to maintain a minimum tangible net worth and deconsolidated debt to capitalization
ratio at the corporate level. At December 31, 2021, the partnership had $456 million available on its bilateral credit facilities
with a maturity date of June 29, 2026. The balance drawn on the bilateral credit facility at December 31, 2021 is $1,619 million
(2020: $310 million).
The partnership has a revolving acquisition credit facility with Brookfield. During the fourth quarter of 2021, the total
available amount on the credit facility was increased to $1.0 billion. The credit facility is guaranteed by the partnership, the
Holding LP and certain of the partnership’s wholly-owned subsidiaries. The credit facility is available in U.S. dollars or
Canadian dollars, and advances are made by way of LIBOR, base rate, bankers’ acceptance rate or prime rate loans. The credit
facility bears interest at the specified LIBOR or bankers’ acceptance rate plus 3.45%, or the specified base rate or prime rate
plus 2.45%. The credit facility requires the partnership to maintain a minimum deconsolidated net worth and contains
restrictions on the ability of the borrowers and the guarantors to, among other things, incur liens, engage in certain mergers and
consolidations or enter into speculative hedging arrangements. Net proceeds above a specified threshold that are received by the
borrowers from asset dispositions, debt incurrences or equity issuances by the borrowers or their subsidiaries must be used to
pay down the credit facility (which can then be redrawn to fund future investments). The facility automatically renews for
consecutive one-year periods until June 26, 2026. The total available amount on the credit facility will decrease to $500 million
on April 27, 2023. As at December 31, 2021, the credit facility remains undrawn.
The partnership is currently in compliance with all covenant requirements and the partnership continues to monitor
performance against such covenant requirements.
Refer to Note 25 for further details on the Deposit Agreement with Brookfield. As at December 31, 2021, there were
no funds on deposit from Brookfield (2020: $300 million).
(b)
Non-recourse subsidiary borrowings of the partnership
Total non-recourse subsidiary borrowings of the partnership as at December 31, 2021 were $27,457 million (2020:
$23,166 million).
Some of the partnership’s businesses have credit facilities in which they borrow and repay on a short-term basis. This
movement has been shown on a net basis in the partnership’s consolidated statements of cash flow.
Brookfield Business Partners
F-59
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The partnership has financing arrangements within its operating businesses that trade in public markets or are held at
major financial institutions. The financing arrangements are primarily composed of term loans, credit facilities and notes and
debentures which are subject to fixed or floating interest rates. Most of these borrowings are not subject to financial
maintenance covenants, however, some are subject to fixed charge coverage, leverage ratios and minimum equity or liquidity
covenants.
The partnership’s operations are currently in compliance with or have obtained waivers related to all material covenant
requirements and the partnership continues to work with its businesses to monitor performance against such covenant
requirements.
The weighted average interest rates and terms of non-recourse subsidiary borrowings are as follows:
(US$ MILLIONS, except as
noted)
Business services
Infrastructure services
Industrials
Total
Weighted average rate
Weighted average term
(years)
Consolidated
2021
2020
2021
2020
2021
2020
5.7 %
4.2 %
5.3 %
4.9 %
5.9 %
4.0 %
5.3 %
5.0 %
5.5
4.7
5.2
5.0
3.7 $
3,872 $
4.3
5.7
9,099
14,486
5.0 $
27,457 $
3,389
5,904
13,873
23,166
Non-recourse borrowings in subsidiaries of the partnership by currency are as follows:
(US$ MILLIONS, except as noted)
U.S. dollars
Euros
Brazilian reais
Australian dollars
Indian rupees
Canadian dollars
Other
Total
NOTE 18. INCOME TAXES
December 31,
2021
$
15,037
Local
currency
December 31,
2020
Local
currency
15,037 $
15,305
7,569
1,638
985
760
1,443
25
6,672
9,138
1,357
56,728
1,824
195
3,466
1,475
994
967
923
36
$
27,457
$
23,166
15,305
2,820
7,667
1,292
70,614
1,175
144
Income taxes are recognized for the amount of taxes payable by the partnership’s corporate subsidiaries and for the
impact of deferred income tax assets and liabilities related to such subsidiaries.
The major components of income tax expense (recovery) include the following for the years ended December 31:
(US$ MILLIONS)
Current income tax expense (recovery)
Deferred income tax expense (recovery):
Origination and reversal of temporary differences
Recovery arising from previously unrecognized tax assets
Change of tax rates and imposition of new legislations
Deferred income tax expense (recovery)
Total income taxes
2021
2020
2019
$
536 $
284 $
324
(182)
(195)
6
(371)
165 $
(134)
(1)
5
(130)
154 $
(138)
(6)
12
(132)
192
$
F-60
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The below reconciliation has been prepared using a composite statutory-rate for jurisdictions where the partnership’s
subsidiaries operate.
The partnership’s effective tax rate is different from the partnership’s composite income tax rate due to the following
differences set out below:
Composite income tax rate
Increase (reduction) in rate resulting from:
Portion of gains subject to different tax rates
International operations subject to different tax rates
Taxable income attributable to non-controlling interests
Recognition of deferred tax assets
Non-recognition of the benefit of current year’s tax losses
Change in tax rates and imposition of new legislation
Other
Effective income tax rate
2021
2020
2019
27 %
27 %
27 %
(4)
1
(14)
(9)
5
—
2
2
23
(19)
(10)
2
(1)
(3)
(11)
(5)
(6)
—
17
4
4
8 %
21 %
30 %
Deferred income tax assets and liabilities as at December 31, 2021 and 2020 relate to the following:
(US$ MILLIONS)
Non-capital losses (Canada)
Capital losses (Canada)
Losses (U.S.)
Losses (International)
Difference in basis
Total net deferred tax (liability) asset
Reflected in the statement of financial position as follows:
Deferred income tax assets
Deferred income tax liabilities
Total net deferred tax (liability) asset
The deferred income tax movements are as follows:
(US$ MILLIONS)
Opening net deferred tax (liability) asset
Recognized in income
Recognized in other comprehensive income
Other (1)
Net deferred tax (liability) asset
____________________________________
December 31, 2021
December 31, 2020
$
$
$
$
104 $
18
281
440
(2,462)
(1,619) $
888 $
(2,507)
(1,619) $
40
—
119
318
(1,417)
(940)
761
(1,701)
(940)
December 31, 2021
December 31, 2020
$
$
(940) $
371
(41)
(1,009)
(1,619) $
(1,136)
130
(66)
132
(940)
(1)
The other category primarily relates to acquisitions and dispositions and the foreign exchange impact of the deferred tax asset calculated in the
functional currency of the operating entities.
Brookfield Business Partners
F-61
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following table details the expiry date, if applicable, of the unrecognized deferred tax assets:
(US$ MILLIONS)
One year from reporting date
Two years from reporting date
Three years from reporting date
After three years from reporting date
Do not expire
Total
December 31, 2021
December 31, 2020
$
$
1 $
18
1
283
836
1,139 $
1
13
12
314
659
999
The components of the income taxes in other comprehensive income for the years ended December 31, 2021, 2020,
and 2019 are set out below:
(US$ MILLIONS)
2021
2020
2019
Fair value through other comprehensive income
$
(13) $
49 $
Net investment hedges
Cash flow hedges
Equity accounted investments
Pension plan actuarial changes
Total deferred tax expense (recovery) in other comprehensive income
$
9
15
(2)
32
41 $
26
—
—
(9)
66 $
—
(15)
(1)
—
1
(15)
For the year ended December 31, 2021, total aggregate current tax related to items recorded directly in equity was $42
million and was primarily related to an internal reorganization of subsidiaries for which control has been retained (total current
tax expense in 2020 and 2019: $20 million and $27 million, respectively).
NOTE 19. EQUITY
The partnership’s consolidated equity interests include the non-voting publicly traded limited partnership units (“LP
Units”) held by public unitholders and Brookfield, general partner units held by Brookfield (“GP Units”), non-voting limited
partnership interests in the Holding LP, a holding subsidiary of Brookfield Business Partners L.P., held by Brookfield that are
redeemable for cash, subject to the right of our company to acquire such interests (in lieu of such redemption) in exchange for
units of our company, pursuant to the Redemption-Exchange Mechanism (“Redemption-Exchange Units”), and Special LP
Units in the Holding LP held by Brookfield (collectively, “Units” or “Unitholders”) and $15 million of preferred shares of
certain of the partnership’s subsidiaries held by Brookfield (“preferred shares”). As at December 31, 2021, Brookfield owns
approximately 64% of the partnership on a fully exchanged basis.
For the year ended December 31, 2021, the partnership distributed dividends to LP Units, GP Units and Redemption-
Exchange Units of $37 million, or approximately $0.25 per Unit (2020: $37 million). For the year ended December 31, 2021,
the partnership distributed to others who have interests in the operating subsidiaries $1,935 million, primarily resulting from the
distributions of proceeds from the sale of the partnership’s share of the graphite electrode operations common shares, combined
with the distribution of proceeds from the sale of investments in public securities and the distribution resulting from the
privatization of the partnership’s residential mortgage insurer (2020: $1,225 million).
F-62
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(a)
LP Units and GP Units
LP Units entitle the holder to their proportionate share of distributions. GP Units entitle the holder the right to govern
the financial and operating policies of Brookfield Business Partners L.P. The GP Units are not quantitatively material to the
financial statements and therefore have not been separately presented on the consolidated statements of financial position.
GP Units and LP Units outstanding are as follows:
UNITS
Authorized and issued
Opening balance
Repurchased and canceled
On issue at December 31
GP Units
LP Units
Total
2021
2020
2021
2020
2021
2020
4
—
4
4
79,031,984
80,890,655
79,031,988
80,890,659
—
4
(1,946,491)
77,085,493
(1,858,671) (1,946,491) (1,858,671)
79,031,988
77,085,497
79,031,984
The weighted average number of GP Units outstanding for the year ended December 31, 2021 was 4 (2020: 4). The
weighted average number of LP Units outstanding for the year ended December 31, 2021 was 78.3 million (2020: 80.2 million).
During the year ended December 31, 2021, the partnership repurchased and canceled 1,946,491 LP Units (2020:
1,858,671).
Net income attributable to LP Units was $258 million for the year ended December 31, 2021 (2020: net loss of $91
million).
(b)
Redemption-Exchange Units held by Brookfield
UNITS
Authorized and issued
Opening balance
On issue at December 31
Redemption-Exchange Units held by
Brookfield
2021
2020
69,705,497
69,705,497
69,705,497
69,705,497
The weighted average number of Redemption-Exchange Units outstanding for the year ended December 31, 2021 was
69.7 million (2020: 69.7 million).
As at December 31, 2021, the Holding LP has issued 69.7 million Redemption-Exchange Units to Brookfield. Both the
LP Units and GP Units issued by Brookfield Business Partners L.P. and the Redemption-Exchange Units issued by the Holding
LP have the same economic attributes in all respects, except as noted below.
The Redemption-Exchange Units may, at the request of Brookfield, be redeemed in whole or in part, for cash in an
amount equal to the market value of one of the partnership’s LP Units multiplied by the number of units to be redeemed
(subject to certain customary adjustments). This right is subject to partnership’s right, at its sole discretion, to elect to acquire
any unit presented for redemption in exchange for one of the partnership’s LP Units (subject to certain customary adjustments).
If the partnership elects not to exchange the Redemption-Exchange Units for LP Units, the Redemption-Exchange Units are
required to be redeemed for cash. The Redemption-Exchange Units provide the holder the direct economic benefits and
exposures to the underlying performance of the Holding LP and accordingly to the variability of the distributions of the Holding
LP, whereas the partnership’s Unitholders have indirect access to the economic benefits and exposures of the Holding LP
through direct ownership interest in Brookfield Business Partners L.P. which owns a controlling direct interest in the Holding
LP. Accordingly, the Redemption-Exchange Units have been presented within non-controlling interests. The Redemption-
Exchange Units are issued capital of the Holding LP and as a result are not adjusted for changes in market value.
Brookfield Business Partners
F-63
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(c)
Special limited partner units held by Brookfield
UNITS
Authorized and issued
Opening balance
On issue at December 31
Special Limited Partner Units held by
Brookfield
2021
2020
4
4
4
4
The weighted average number of special limited partner units outstanding for the year ended December 31, 2021 was 4
(2020: 4).
In its capacity as the holder of the Special LP Units of the Holding LP, the special limited partner is entitled to
incentive distributions which are calculated as 20% of the increase in the market value of the Units over an initial threshold
based on the volume-weighted average price of the LP Units, subject to a high-water mark. During the twelve months ended
December 31, 2021, the total incentive distribution was $157 million (2020: $nil), of which $79 million has been paid and
recorded as Distributions to Special LP Unitholder in the consolidated statements of cash flow. The incentive distribution
threshold as at December 31, 2021 was $47.30 per unit.
(d)
Preferred shares held by Brookfield
UNITS
Authorized and issued
Opening balance
On issue at December 31
Preferred Shares held by Brookfield
2021
2020
200,002
200,002
200,002
200,002
Brookfield has subscribed for an aggregate of $15 million of preferred shares of three of the partnership’s subsidiaries.
The preferred shares are entitled to receive a cumulative preferential cash dividend equal to 5% of their redemption value per
annum as and when declared by the board of the directors of the applicable entity and are redeemable at the option of the
applicable entity at any time after the twentieth anniversary of their issuance. The partnership is not obligated to redeem the
preferred shares and accordingly, the preferred shares have been determined to be equity of the applicable entities and are
reflected as a component of non-controlling interests in the consolidated statements of financial position.
(e)
Acquisition of remaining publicly held interest in residential mortgage insurer
On April 1, 2021, the partnership, together with institutional partners, completed the acquisition of the remaining 43%
publicly held shares of its residential mortgage insurer for consideration of $1.3 billion. The partnership funded $185 million,
net of financing raised. This transaction was accounted for as a transaction with owners in their capacity as owners. The
partnership recorded an ownership change gain of $47 million in the consolidated statements of changes in equity, attributable
to Unitholders, measured as the difference between consideration paid and the carrying value of non-controlling interests
acquired.
F-64
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 20. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(a)
Attributable to Limited Partners
(US$ MILLIONS)
Foreign currency
translation
FVOCI
Other (1)
Balance as at January 1, 2021
$
Other comprehensive income (loss)
Ownership changes
Balance as at December 31, 2021
$
____________________________________
(144) $
(70)
(38)
(252) $
52 $
24
—
76 $
(1)
Represents net investment hedges, cash flow hedges and other reserves.
(US$ MILLIONS)
Foreign currency
translation
FVOCI
Other (1)
Balance as at January 1, 2020
Other comprehensive income (loss)
Ownership changes
$
Balance as at December 31, 2020
$
____________________________________
(169) $
25
—
(144) $
11 $
39
2
52 $
(1)
Represents net investment hedges, cash flow hedges and other reserves.
(US$ MILLIONS)
Foreign currency
translation
FVOCI
Other (1)
Balance as at January 1, 2019
Other comprehensive income (loss)
Balance as at December 31, 2019
____________________________________
$
$
(182) $
13
(169) $
9 $
2
11 $
(1)
Represents net investment hedges, cash flow hedges and other reserves.
(b)
Attributable to General Partner and Special Limited Partners
Accumulated other
comprehensive
income (loss)
(88) $
110
1
23 $
(180)
64
(37)
(153)
Accumulated other
comprehensive
income (loss)
(60) $
(28)
—
(88) $
(218)
36
2
(180)
Accumulated other
comprehensive
income (loss)
(13) $
(47)
(60) $
(186)
(32)
(218)
Accumulated other comprehensive income (loss) attributable to the general partner and special limited partners has not
been disclosed as these partners collectively hold 8 units, thus the figures are immaterial.
(c)
Attributable to non-controlling interests - Redemption-Exchange Units held by Brookfield Asset Management
Inc.
(US$ MILLIONS)
Balance as at January 1, 2021
Other comprehensive income (loss)
Ownership changes
Balance as at December 31, 2021
____________________________________
Foreign currency
translation
FVOCI
Other (1)
$
$
(199) $
(63)
36
(226) $
45 $
21
—
66 $
Accumulated other
comprehensive
income (loss)
(77) $
99
—
22 $
(231)
57
36
(138)
(1)
Represents net investment hedges, cash flow hedges and other reserves.
Brookfield Business Partners
F-65
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(US$ MILLIONS)
Balance as at January 1, 2020
Other comprehensive income (loss)
Ownership changes
Balance as at December 31, 2020
____________________________________
Foreign currency
translation
FVOCI
Other (1)
$
$
(221) $
22
—
(199) $
9 $
34
2
45 $
Accumulated other
comprehensive
income (loss)
(52) $
(25)
—
(77) $
(264)
31
2
(231)
(1)
Represents net investment hedges, cash flow hedges and other reserves.
(US$ MILLIONS)
Balance as at January 1, 2019
Other comprehensive income (loss)
Balance as at December 31, 2019
____________________________________
Foreign currency
translation
FVOCI
Other (1)
$
$
(232) $
11
(221) $
7 $
2
9 $
Accumulated other
comprehensive
income (loss)
(10) $
(42)
(52) $
(235)
(29)
(264)
(1)
Represents net investment hedges, cash flow hedges and other reserves.
NOTE 21. DIRECT OPERATING COSTS
The partnership has no key employees or directors and does not remunerate key management personnel. Details of the
allocations of costs incurred by Brookfield on behalf of the partnership are disclosed in Note 25. Key decision makers of the
partnership are all employees of the ultimate parent company or its subsidiaries, which provides management services under the
master services agreement with Brookfield.
Direct operating costs are costs incurred to earn revenues and include all attributable expenses. The following table
presents direct operating costs by nature for the years ended 2021, 2020, and 2019. Comparative figures have been reclassified
to conform the current period’s presentation as described in Note 2 (a):
(US$ MILLIONS)
Inventory costs
Subcontractor and consultant costs
Concession construction materials and labor costs
Depreciation and amortization expense
Compensation
Other direct costs
Total
Year ended December 31,
2020
2021
2019
$
30,333 $
22,854 $
3,426
235
2,283
4,123
2,751
3,557
163
2,165
3,546
2,345
27,351
4,228
229
1,804
3,123
3,396
$
43,151 $
34,630 $
40,131
Total lease expenses relating to short-term and low-value leases included in other direct operating costs for the year
ended December 31, 2021 were $25 million (2020: $24 million) and $17 million (2020: $11 million), respectively. Expected
credit loss provisions on financial assets are included within other direct costs.
NOTE 22. GUARANTEES AND CONTINGENCIES
In the normal course of operations, the partnership’s operating subsidiaries have bank guarantees, insurance bonds, and
letters of credit outstanding to third parties. As at December 31, 2021, the total outstanding amount was approximately $2.3
billion (2020: approximately $2.0 billion). The partnership does not conduct its operations, other than those of equity accounted
investments, through entities that are not consolidated in these financial statements, and has not guaranteed or otherwise
contractually committed to support any material financial obligations not reflected in these financial statements.
F-66
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The partnership is contingently liable with respect to litigation and claims that arise in the normal course of operations.
It is not expected that any of the ongoing litigation and claims as at December 31, 2021 could result in a material settlement
liability to the partnership.
Escrow and trust deposits
As a service to its customers, one of the partnership’s operating subsidiaries administer escrow and trust deposits
which represent undisbursed amounts received for the settlement of certain transactions. These escrow and trust deposits as at
December 31, 2021 totaled $45 million (2020: $37 million). These escrow and trust deposits are not assets of the partnership
and, therefore, are excluded from the accompanying consolidated statements of financial position. However, the partnership
remains contingently liable for the disposition of these deposits.
NOTE 23. CONTRACTUAL COMMITMENTS
(a)
Commitments
In the normal course of business, the partnership will enter into contractual obligations which relate to the gathering,
processing and transportation delivery agreements for oil and gas products. Also, in the normal course of business, the
partnership will enter into supply agreements for raw materials and capital items. As at December 31, 2021, the partnership had
$126 million (2020: $182 million) of such commitments outstanding in the partnership’s industrials segment. Within the
partnership’s infrastructure services segment, the partnership had $74 million (2020: $250 million) in contractual commitments
in the form of shipbuilding contracts at the partnership’s offshore oil services operations. Finally, in the normal course of
business, the partnership will enter into contractual obligations which relate primarily to undisbursed loans and expenditures on
property, plant and equipment, and intangible assets. As at December 31, 2021, the partnership had $117 million (2020: $88
million) of such commitments outstanding in the partnership’s business services segment.
(b)
Lease liabilities
As at December 31, 2021 and 2020, the undiscounted maturity analysis for the partnership’s lease liabilities obligation
is as follows:
(US$ MILLIONS)
Lease liabilities
Total lease liabilities
(US$ MILLIONS)
Lease liabilities
Total lease liabilities
1 Year
2-5 Years
5+ Years
Total
2021
$
$
$
$
355 $
355 $
856 $
856 $
2020
959 $
959 $
2,170
2,170
1 Year
2-5 Years
5+ Years
Total
238 $
238 $
664 $
664 $
732 $
732 $
1,634
1,634
F-67
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 24. REVENUES
(a)
Revenues by type
The tables below summarize the partnership’s segment revenues by type of revenues for the years ended December 31,
2021, 2020, and 2019:
(US$ MILLIONS)
Revenues by type
Revenues from contracts with customers
Other revenues
Total revenues
(US$ MILLIONS)
Revenues by type
Revenues from contracts with customers
Other revenues
Total revenues
(US$ MILLIONS)
Revenues by type
Revenues from contracts with customers
Other revenues
Total revenues
Year ended December 31, 2021
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
28,947 $
3,878 $
12,121 $
— $
44,946
1,041
579
21
—
1,641
29,988 $
4,457 $
12,142 $
— $
46,587
Year ended December 31, 2020
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
21,680 $
3,805 $
10,651 $
— $
36,136
900
594
5
—
1,499
22,580 $
4,399 $
10,656 $
— $
37,635
Year ended December 31, 2019
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
28,718 $
3,947 $
9,643 $
— $
42,308
104
612
8
—
724
28,822 $
4,559 $
9,651 $
— $
43,032
$
$
$
$
$
$
(b)
Timing of recognition of revenues from contracts with customers
The tables below summarize the partnership’s segment revenues by timing of revenue recognition for total revenues
from contracts with customers for the years ended December 31, 2021, 2020, and 2019:
(US$ MILLIONS)
Timing of revenue recognition
Goods and services provided at a point in
time
Services transferred over a period of time
Total revenues from contracts with
customers
Year ended December 31, 2021
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
24,810 $
4,137
1,403 $
2,475
11,864 $
257
— $
—
38,077
6,869
$
28,947 $
3,878 $
12,121 $
— $
44,946
F-68
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(US$ MILLIONS)
Timing of revenue recognition
Goods and services provided at a point in
time
Services transferred over a period of time
Total revenues from contracts with
customers
(US$ MILLIONS)
Timing of revenue recognition
Goods and services provided at a point in
time
Services transferred over a period of time
Total revenues from contracts with
customers
(c)
Revenues by geography
Year ended December 31, 2020
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
17,665 $
4,015
1,382 $
2,423
10,436 $
215
— $
—
29,483
6,653
$
21,680 $
3,805 $
10,651 $
— $
36,136
Year ended December 31, 2019
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
23,070 $
5,648
1,379 $
2,568
9,409 $
234
— $
—
33,858
8,450
$
28,718 $
3,947 $
9,643 $
— $
42,308
The table below summarizes the partnership’s total revenues for the years ended December 31, 2021, 2020, and 2019:
(US$ MILLIONS)
United Kingdom
United States of America
Europe
Australia
Canada
Brazil
Mexico
Other
Total revenues
2021
2020
2019
$
18,827 $
13,996 $
20,202
6,715
7,107
4,529
3,916
1,711
813
5,848
5,184
4,299
3,137
1,403
765
2,969
46,587 $
3,003
37,635 $
$
5,218
5,145
4,059
3,860
1,800
698
2,050
43,032
Brookfield Business Partners
F-69
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The tables below summarize the partnership’s segment revenues by geography for the years ended December 31,
2021, 2020, and 2019:
(US$ MILLIONS)
United Kingdom
United States of America
Europe
Australia
Canada
Brazil
Mexico
Other
Total revenues from contracts
with customers
Other revenues
Total revenues
(US$ MILLIONS)
United Kingdom
United States of America
Europe
Australia
Canada
Brazil
Mexico
Other
Total revenues from contracts
with customers
Other revenues
Total revenues
Year ended December 31, 2021
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
18,257 $
344 $
206 $
— $
18,807
344
2,495
4,404
2,436
259
—
752
1,591
1,257
11
85
82
—
508
4,775
3,007
84
554
1,155
813
1,527
—
—
—
—
—
—
—
$
$
$
28,947 $
1,041 $
29,988 $
3,878 $
12,121 $
579 $
21 $
4,457 $
12,142 $
— $
— $
— $
6,710
6,759
4,499
3,075
1,496
813
2,787
44,946
1,641
46,587
Year ended December 31, 2020
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
13,417 $
371 $
192 $
— $
13,980
21
1,071
4,155
1,841
339
—
836
1,685
1,139
10
90
78
—
432
4,137
2,624
63
485
787
765
1,598
—
—
—
—
—
—
—
$
$
$
21,680 $
900 $
22,580 $
3,805 $
594 $
4,399 $
10,651 $
5 $
10,656 $
— $
— $
— $
5,843
4,834
4,228
2,416
1,204
765
2,866
36,136
1,499
37,635
F-70
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(US$ MILLIONS)
United Kingdom
United States of America
Europe
Australia
Canada
Brazil
Mexico
Other
Total revenues from contracts
with customers
Other revenues
Total revenues
(d)
Lease income
Year ended December 31, 2019
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
19,694 $
334 $
128 $
— $
20,156
324
687
4,042
2,942
405
—
624
1,609
1,239
14
63
97
5
586
3,278
2,889
—
752
1,097
693
806
—
—
—
—
—
—
—
$
$
$
28,718 $
104 $
28,822 $
3,947 $
612 $
4,559 $
9,643 $
8 $
9,651 $
— $
— $
— $
5,211
4,815
4,056
3,757
1,599
698
2,016
42,308
724
43,032
The leases in which the partnership is a lessor are operating in nature. Total lease income from operating leases totaled
$684 million for the year ended December 31, 2021 (2020: $679 million). The following table presents the undiscounted
contractual earnings receivable of the partnership’s leases by expected period of receipt as at December 31, 2021 and 2020:
(US$ MILLIONS)
Total - December 31, 2021
Total - December 31, 2020
1 Year
2-5 Years
5+ Years
Total
$
$
843 $
360 $
978 $
748 $
409 $
397 $
2,230
1,505
(e)
Remaining performance obligations
Business services
In the partnership’s construction services business, backlog is defined as revenue yet to be delivered (i.e. remaining
performance obligations) on construction projects that have been secured via an executed contract, work order, or letter of
intent. As at December 31, 2021, the partnership’s backlog of construction projects was approximately $7.5 billion (2020: $5.6
billion).
Infrastructure services
The partnership’s service provider to the nuclear power generation industry had remaining backlog of approximately
$9.3 billion as at December 31, 2021 (2020: $9.9 billion). Included in this amount is an estimate of expected future performance
obligations related to long-term arrangements to provide fuel assemblies and associated components. The partnership expects to
recognize most of this amount within the next 10 years.
Industrials
The partnership’s Brazilian water and wastewater services business is party to certain remaining performance
obligations which have a duration of more than one year. As at December 31, 2021, the remaining performance obligations
were approximately $8.9 billion (2020: $9.5 billion), with the most significant relating to the service concession arrangements
with various municipalities which have an average term of 24 years.
NOTE 25. RELATED PARTY TRANSACTIONS
In the normal course of operations, the partnership entered into the transactions below with related parties at exchange
value. These transactions have been measured at fair value and are recognized in the financial statements.
Brookfield Business Partners
F-71
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(a)
Transactions with the parent company
The partnership is a party to a Credit Agreement with Brookfield (the “Brookfield Credit Agreement”) that permits
borrowings of up to $1 billion. As at December 31, 2021, $nil (2020: $nil) was drawn on the credit facilities under the
Brookfield Credit Agreement.
The partnership has in place a Deposit Agreement with Brookfield whereby it may place funds on deposit with
Brookfield and whereby Brookfield may place funds on deposit with the partnership. The deposit balance is due on demand and
bears interest at LIBOR plus 1.50%. As at December 31, 2021, the amount of the deposit from Brookfield was $nil (2020: $300
million on deposit from Brookfield). For the year ended December 31, 2021, the partnership recorded interest expense of $4
million (2020: interest expense of $3 million, 2019: interest income of $10 million) on these deposits.
The partnership entered into a Master Services Agreement (the “Master Services Agreement”) with affiliates of
Brookfield (the “Service Providers”), to provide management services to the partnership. Key decision makers of the
partnership are employees of the ultimate parent company and provide management services to the partnership under this
Master Services Agreement. Pursuant to the Master Services Agreement, the partnership pays a base management fee to the
Service Providers equal to 1.25% of the total capitalization of Brookfield Business Partners L.P. per annum (0.3125% per
quarter), which is reflected within general and administrative expenses. For purposes of calculating the base management fee,
the total capitalization of Brookfield Business Partners L.P. is equal to the quarterly volume-weighted average trading price of a
unit on the principal stock exchange for the partnership units (based on trading volumes) multiplied by the number of units
outstanding at the end of the quarter (assuming full conversion of the Redemption-Exchange Units into units of Brookfield
Business Partners L.P.), plus the value of securities of the other Service Recipients that are not held by the partnership, plus all
outstanding third-party debt with recourse to a Service Recipient, less all cash held by such entities. The base management fee
for the year ended December 31, 2021 was $92 million (2020: $63 million, 2019: $59 million).
In its capacity as the holder of the special limited partner (“Special LP”) units of Holding LP, Brookfield is entitled to
incentive distribution rights. The total incentive distribution earned by the Special LP for the year ended December 31, 2021
was $157 million (2020: $nil, 2019: $nil).
In addition, at the time of spin-off, the partnership entered into indemnity agreements with Brookfield that relate to
certain contracts that were in place prior to the spin-off. Under these indemnity agreements, Brookfield has agreed to indemnify
the partnership for the receipt of payments relating to such contracts.
On February 5, 2020, the partnership entered into a voting agreement with a Brookfield subsidiary who had the power
to direct the relevant activities of our automotive aftermarket parts remanufacturer. The partnership consolidated the automotive
aftermarket parts remanufacturer commencing February 5, 2020. This transaction was accounted for as a common control
transaction where the partnership recognized the automotive aftermarket parts remanufacturer’s assets and liabilities at their
carrying values. The assets, liabilities, and deficit in shareholder’s equity recognized on February 5, 2020 were $609 million,
$957 million, and $348 million, respectively. The liabilities included $224 million of loans between the automotive aftermarket
parts remanufacturer and the partnership which eliminated upon consolidation. The partnership did not pay any consideration
nor incur any expenses related to this transaction.
(b)
Subsidiary recapitalization
On May 13, 2020, as part of a debt restructuring agreement, former debtholders of the automotive aftermarket parts
remanufacturer agreed to participate in an equity rights offering, in exchange for extinguishment of their existing debt in the
automotive aftermarket parts remanufacturer. As part of this debt restructuring agreement the automotive aftermarket parts
remanufacturer received capital contributions of $180 million from some of its former debtholders. The partnership funded
$95 million of the restructuring, subject to certain covenants and liquidity requirements. As a result of the recapitalization
transaction, the partnership recorded a net gain of $244 million within other income (expense) in the consolidated statements of
operating results.
F-72
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(c)
Other
The following table summarizes other transactions the partnership has entered into with related parties:
(US$ MILLIONS)
Transactions during the period
Business services revenues (1)
____________________________________
Year ended December 31,
2020
2021
2019
$
439 $
612 $
452
(1)
Within the business services segment, the partnership provides construction services to affiliates of Brookfield.
(US$ MILLIONS)
Balances at end of period:
Accounts and other receivable, net
Accounts payable and other (1)
Non-recourse borrowings in subsidiaries of the partnership
____________________________________
December 31, 2021
December 31, 2020
$
138 $
549
56
98
97
—
(1)
Includes $326 million (December 31, 2020: $nil) related to a tax receivable agreement payable to related parties by the partnership’s advanced
energy storage operations.
NOTE 26. DERIVATIVE FINANCIAL INSTRUMENTS
The partnership’s activities expose it to a variety of financial risks, including market risk (currency risk, interest rate
risk, commodity risk and other price risks), credit risk and liquidity risk. The partnership selectively uses derivative financial
instruments principally to manage these risks.
The aggregate notional amounts of the partnership’s derivative positions as at December 31, 2021 and 2020 were as
follows:
(US$ MILLIONS, except as noted)
Foreign exchange contracts
Cross currency swaps
Interest rate derivatives
Equity derivatives
Commodity instruments
Oil based fuel (Cbm - millions)
Natural gas (Mcf - millions)
Lead (metric tons)
Tin (metric tons)
Polypropylene (metric tons)
2021
2020
$
$
12,591 $
271
14,686
69
27,617 $
2021
2020
17.11
90.37
69,427
2,454
24,129
5,518
192
18,305
426
24,441
16.01
79.79
50,078
2,269
36,907
Brookfield Business Partners
F-73
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Foreign exchange contracts
The following table presents the notional amounts and average exchange rates for foreign exchange contracts held by
the partnership as at December 31, 2021 and 2020. The notional amounts as at December 31, 2021 and 2020 include both buy
and sell contracts.
Foreign exchange contracts
Australian dollars
Brazilian real
British pounds
Canadian dollars
Chinese yuan
European Union euros
Indian rupees
Japanese yen
Mexican pesos
Norwegian krone
South Africa rand
Swedish krona
Swiss franc
Colombian peso
South Korean won
Other
Notional amount
(U.S. Dollars)
Average exchange rate
2021
2020
2021
2020
$
963 $
473
1,129
2,916
—
3,847
465
10
—
432
—
305
163
1,060
1,548
8
340
180
8
13
48
2
1,475
1,647
3
37
87
754
36
48
67
45
$
12,591 $
5,518
1.40
5.73
0.75
1.26
—
0.87
78.30
113.76
—
9.37
—
9.08
0.91
1.48
5.19
0.74
1.31
6.54
0.84
76.72
103.46
19.98
9.68
14.73
8.58
0.88
4,063.35
1,189.88
3,428.45
1,086.51
Other Information Regarding Derivative Financial Instruments
The following table presents the notional amounts underlying the partnership’s derivative instruments by term to
maturity as at December 31, 2021 and the comparative notional amounts as at December 31, 2020, for both derivatives that are
classified as fair value through profit of loss and derivatives that qualify for hedge accounting:
(US$ MILLIONS)
Fair value through profit or loss
Foreign exchange contracts
Cross currency swaps
Interest rate derivatives
Equity derivatives
Elected for hedge accounting
Foreign exchange contracts
Interest rate derivatives
F-74
Brookfield Business Partners
2021
< 1 Year
1-5 Years
5+ Years
Total
notional
amount
2020
Total
notional
amount
$
5,077 $
558 $
124 $
5,759 $
2,643
23
2,894
—
3,163
—
104
3,194
69
3,669
8,592
144
6
—
—
—
271
6,094
69
6,832
8,592
192
9,584
426
2,875
8,721
$ 11,157 $ 16,186 $
274 $ 27,617 $ 24,441
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 27. FINANCIAL RISK MANAGEMENT
The partnership recognizes that risk management is an integral part of good management practice.
As a result of holding financial instruments, the partnership is exposed to the following risks: capital risk, commodity
price risk, liquidity risk, market risk (i.e. interest rate risk and foreign currency risk), and credit risk. The following is a
description of these risks and how they are managed:
(a)
Capital risk management
The capital structure of the partnership consists of corporate borrowings and non-recourse borrowings in subsidiaries
of the partnership, offset by cash and cash equivalents and equity.
(US$ MILLIONS, except as noted)
Corporate borrowings
Non-recourse borrowings in subsidiaries of the partnership
Cash and cash equivalents
Net debt
Total equity
Total capital and net debt
Net debt to capitalization ratio
$
$
2021
2020
1,619
$
27,457
(2,588)
26,488
13,000
39,488
$
67 %
610
23,166
(2,743)
21,033
11,337
32,370
65 %
The partnership manages its debt exposure by financing its operations with non-recourse borrowings in subsidiaries of
the partnership, ensuring a diversity of funding sources as well as managing its maturity profile. The partnership also borrows
in the currencies where its subsidiaries operate, where possible, in order to mitigate its currency risk.
The partnership’s financing plan is to fund its recurring growth capital expenditures with cash flow generated by its
operations after maintenance capital expenditure, as well as debt financing that is sized to maintain its credit profile. To fund
large scale development projects and acquisitions, the partnership will evaluate a variety of capital sources including proceeds
from selling non-core and mature assets, equity and debt financing. The partnership will seek to raise additional equity if the
partnership believes it can earn returns on these investments in excess of the cost of the incremental partnership capital.
As disclosed within Note 17, the partnership has various credit facilities in place. In certain cases, the facilities may
have financial covenants which are generally in the form of interest coverage ratios and leverage ratios. The partnership does
not have any market capitalization covenants attached to any of its borrowings, and the partnership is in compliance with or has
obtained waivers related to its externally imposed capital requirements.
(b)
Commodity price risk management
As certain of the partnership’s operating subsidiaries are exposed to commodity price risk, the fair value of financial
instruments will fluctuate as a result of changes in commodity prices. A 10 basis point increase or decrease in commodity
prices, as it relates to financial instruments, is not expected to have a material impact on the partnership’s net income and other
comprehensive income.
(c)
Liquidity risk management
The partnership maintains sufficient financial liquidity to be able to meet ongoing operating requirements and to be
able to fund acquisitions. Principal liquidity needs for the next year include funding recurring expenses, meeting debt service
payments, funding required capital expenditures and funding acquisition opportunities as they arise. The operating subsidiaries
of the partnership also generate liquidity by accessing capital markets on an opportunistic basis.
Brookfield Business Partners
F-75
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following tables detail the contractual maturities for the partnership’s financial liabilities. The tables reflect the
undiscounted cash flows of financial liabilities based on the earliest date on which the partnership can be required to repay. The
tables include both interest and principal cash flows:
(US$ MILLIONS)
Non-derivative financial liabilities
Accounts payable and other (1)
Interest-bearing liabilities
Lease liabilities
____________________________________
December 31, 2021
< 1 Year
1-2 Years
2-5 Years
5+ Years
Total
contractual
cash flows
$
10,108 $
619 $
580 $
1,950 $
3,419
355
3,159
289
19,358
567
11,114
959
13,257
37,050
2,170
(1)
Excludes $2,381 million of decommissioning liabilities, other provisions, post-employment benefits, $2,228 million of unearned premiums reserve,
$240 million of deferred revenue and $531 million of related party loans and notes payable.
(US$ MILLIONS)
Non-derivative financial liabilities
Accounts payable and other (1)
Interest-bearing liabilities
Lease liabilities
___________________________________
December 31, 2020
< 1 Year
1-2 Years
2-5 Years
5+ Years
Total
contractual
cash flows
$
9,023 $
480 $
796 $
2,067 $
2,879
238
2,617
219
11,927
445
12,757
732
12,366
30,180
1,634
(1)
Excludes $2,709 million of decommissioning liabilities, other provisions, post-employment benefits, $1,889 million of unearned premiums reserve
and $73 million of intercompany loans and notes payable.
(d)
Market risk management
Market risk is defined for these purposes as the risk that the fair value or future cash flows of a financial instrument
held by the partnership will fluctuate because of changes in market prices. Market risk includes the risk of changes in interest
rates, currency exchange rates and changes in market prices due to factors other than interest rates or currency exchange rates,
such as changes in equity prices, commodity prices or credit spreads.
Financial instruments held by the partnership that are subject to market risk include loans and notes receivable, other
financial assets, borrowings, derivative contracts, such as interest rate and foreign currency contracts, and marketable securities.
Price risk
As at December 31, 2021, the partnership is exposed to price risks arising from marketable securities and other
financial assets, with a balance of $6,580 million (2020: $6,217 million). A 10% change in the value of these assets would
impact the partnership’s equity by $658 million (2020: $622 million) and result in an impact on the consolidated statements of
comprehensive income of $658 million (2020: $622 million).
F-76
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Interest rate risk management
The observable impacts on the fair values and future cash flows of financial instruments that can be directly
attributable to interest rate risk include changes in net income from financial instruments whose cash flows are determined with
reference to floating interest rates and changes in the fair values of financial instruments whose cash flows are fixed in nature.
The partnership monitors interest rate fluctuations and may enter into interest rate derivative contracts to mitigate the impact
from interest rate movements. A 10 basis point increase in interest rates is expected to decrease net income by $7 million, and a
10 basis point decrease in interest rates is expected to increase net income by $5 million. A 10 basis point change in interest
rates is expected to impact other comprehensive income by a decrease of $10 million if interest rates increase, and an increase
of $11 million if interest rates decrease.
Foreign currency risk management
Changes in currency rates will impact the carrying value of financial instruments and the partnership’s net investment
and cash flows denominated in currencies other than the U.S. dollar. The partnership enters into foreign exchange contracts
designated as net investment hedges to mitigate the impact from movements in foreign exchange rates against the U.S. dollar.
The tables below set out the partnership’s currency exposure as at December 31, 2021 and 2020:
(US$ MILLIONS)
Assets
Current assets
Non-current assets
Liabilities
Current liabilities
Non-current
liabilities
Interest of others
in operating
subsidiaries
Net investment to
the partnership
USD
AUD
GBP
December 31, 2021
EUR
CAD
BRL
INR
Other
Total
509 $ 1,446 $ 15,418
$ 5,784 $ 1,181 $ 2,260 $ 1,300 $ 2,167 $
19,698
48,801
1,815
1,726
$ 25,482 $ 6,565 $ 3,986 $ 7,992 $ 10,377 $ 4,782 $ 1,774 $ 3,261 $ 64,219
771 $
8,210
6,692
4,011
1,265
5,384
$ 4,801 $ 1,283 $ 3,005 $ 1,470 $ 1,543 $
657 $
557 $
596 $ 13,912
21,328
$ 26,129 $ 4,509 $ 3,560 $ 4,690 $ 7,444 $ 3,176 $
5,901
2,519
3,220
3,226
555
264
821 $
294
37,307
890 $ 51,219
874
887
178
1,815
2,051
1,086
553
1,278
8,722
$ (1,521) $ 1,169 $
248 $ 1,487 $
882 $
520 $
400 $ 1,093 $ 4,278
Brookfield Business Partners
F-77
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(US$ MILLIONS)
Assets
Current assets
Non-current assets
Liabilities
Current liabilities
Non-current
liabilities
Interest of others in
operating
subsidiaries
Net investment to
the partnership
USD
AUD
GBP
December 31, 2020
EUR
CAD
BRL
INR
Other
Total
922 $ 1,916 $ 1,501 $ 1,179 $
603 $ 2,122 $ 14,493
$ 5,357 $
19,077
40,253
1,376
$ 24,434 $ 6,345 $ 3,633 $ 7,906 $ 2,738 $ 3,957 $ 2,235 $ 3,498 $ 54,746
893 $
1,717
1,559
1,632
6,405
5,423
3,064
$ 4,034 $ 1,141 $ 2,491 $ 1,130 $ 1,062 $
573 $
637 $ 1,065 $ 12,133
21,362
31,276
$ 25,396 $ 4,468 $ 3,035 $ 3,778 $ 1,767 $ 2,610 $ 1,042 $ 1,313 $ 43,409
2,037
2,648
3,327
248
544
405
705
292
924
332
2,844
548
948
717
1,240
7,845
$ (1,254) $
953 $
266 $ 1,284 $
423 $
399 $
476 $
945 $ 3,492
The net income impact to the partnership of currency risk associated with financial instruments is limited as its
financial assets and liabilities are generally denominated in the functional currency of the subsidiary that holds the financial
instrument. However, the partnership is exposed to foreign currency risk on the net assets of its foreign currency denominated
operations. The partnership’s exposures to foreign currencies and the sensitivity of net income and other comprehensive
income, on a pre-tax basis, to a 10% change in the exchange rates relative to the U.S. dollar is summarized below:
(US$ MILLIONS)
Australian dollar
Canadian dollar
Brazilian real
Other
(US$ MILLIONS)
Australian dollar
Canadian dollar
Brazilian real
Other
December 31, 2021
OCI attributable to unitholders,
before taxes
Pre-tax income attributable to
unitholders
10% decrease
10% increase
10% decrease
10% increase
$
(85) $
(83)
(36)
(104)
85 $
83
36
104
12 $
21
(1)
250
(12)
(21)
1
(250)
December 31, 2020
OCI attributable to unitholders,
before taxes
Pre-tax income attributable to
unitholders
10% decrease
10% increase
10% decrease
10% increase
$
(86) $
(120)
(40)
(101)
86 $
120
40
101
6 $
25
—
(55)
(6)
(25)
—
55
F-78
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(US$ MILLIONS)
Australian dollar
Canadian dollar
Brazilian real
Other
(e)
Credit risk management
December 31, 2019
OCI attributable to unitholders,
before taxes
Pre-tax income attributable to
unitholders
10% decrease
10% increase
10% decrease
10% increase
$
(44) $
(60)
(44)
(133)
44 $
60
44
133
2 $
1
(1)
(36)
(2)
(1)
1
36
Credit risk is the risk of loss due to the failure of a borrower or counterparty to fulfill its contractual obligations.
The partnership assesses the creditworthiness of each counterparty before entering into contracts and ensures that
counterparties meet minimum credit quality requirements. The partnership also evaluates and monitors counterparty credit risk
for derivative financial instruments and endeavors to minimize counterparty credit risk through diversification, collateral
arrangements, and other credit risk mitigation techniques. All of the partnership’s derivative financial instruments involve either
counterparties that are banks or other financial institutions. The partnership does not have any significant credit risk exposure to
any single counterparty.
Credit quality of the bonds and debentures held by the partnership is assessed based on ratings supplied by rating
agencies. As at December 31, 2021, the partnership held $4,763 million of bonds and debentures (2020: $4,620 million), of
which $1,881 million were rated AAA (2020: $1,925 million), and $2,089 million were rated A or AA (2020: $2,162 million),
and $793 million were rated B or BB (2020: $533 million).
The partnership recognizes an allowance for expected credit losses on financial assets including loans receivable and
debt securities measured at amortized cost, debt securities measured at FVOCI, undrawn loan commitments, trade receivables
and contract assets.
As part of the partnership’s acquisition of non-bank financial services operations in 2020, as described in Note 3, a
significant loans receivable portfolio was acquired, which is measured at amortized cost. There are comprehensive credit
policies and credit approval processes in place for this portfolio. The appraisal process includes detailed risk assessments of the
borrowers and there is a monitoring process in place to identify credit portfolio trends and early warning signals, enabling the
implementation of necessary changes to the credit policy to mitigate credit losses. The partnership organizes its loans receivable
and expected credit losses into three stages based on varying degrees of credit risk as described in Note 2.
The tables below show changes in the gross carrying amounts and corresponding ECL allowances of the partnership’s
significant loans receivable portfolio for the year ended December 31, 2021.
(US$ MILLIONS)
Gross carrying amount - opening balance
New assets originated or purchased
Assets derecognized or repaid (excluding
write-offs)
Transfers to stage 1
Transfers to stage 2
Transfers to stage 3
Amounts written-off (net of recovery)
Transferred to security receipts
Gross carrying amount - closing balance
$
$
Stage 1
Stage 2
Stage 3
Total
779 $
515
(223)
22
(255)
(20)
(14)
(35)
769 $
276 $
7
(127)
(21)
256
(24)
(11)
(39)
317 $
38 $
2
(15)
(1)
(1)
44
(17)
(1)
49 $
1,093
524
(365)
—
—
—
(42)
(75)
1,135
Brookfield Business Partners
F-79
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(US$ MILLIONS)
ECL allowance - opening balance
New assets originated or purchased
Assets derecognized or repaid (excluding
write-offs)
Transfers to stage 1
Transfers to stage 2
Transfers to stage 3
Impact on ECL for exposures transferred
between stages during the year
Amounts written-off (net of recovery)
ECL allowance - closing balance
(f)
Insurance risk management
$
$
Stage 1
Stage 2
Stage 3
Total
45 $
22
(2)
1
(12)
(3)
(31)
—
20 $
19 $
1
(6)
(1)
12
(2)
17
(5)
35 $
19 $
1
(1)
—
—
5
16
(15)
25 $
83
24
(9)
—
—
—
2
(20)
80
The partnership’s residential mortgage insurance business is exposed to insurance risk from underwriting of mortgage
insurance contracts. Mortgage insurance contracts transfer risk to the partnership by indemnifying lending institutions against
credit losses arising from borrower mortgage default. Under a mortgage insurance policy, a lending institution is insured against
risk of loss for the entire unpaid principal balance of a loan plus interest, customary mortgage enforcement and property
management costs, and expenses related to the sale of the underlying property. Insurance risk impacts the amount, timing and
certainty of cash flows arising from insurance contracts.
The partnership has identified pricing risk, underwriting risk, claims management risk, loss reserving risk and
insurance portfolio concentration risk as its most significant sources of insurance risk. Each of these risks is described
separately below.
(i)
Pricing risk
Pricing risk arises when actual claims experience differs from the assumptions included in the determination of
premium rates. Premium rates vary with the perceived risk of a claim on an insured loan, which takes into account the long-
term historical loss experience on loans with similar loan-to-value ratios, terms and types of mortgages, borrower credit
histories and capital required to support the product.
Before a new mortgage insurance product is introduced, it establishes specific performance targets, including
delinquency rates and loss ratios, which the partnership monitors frequently to identify any deviations from expected
performance so that it can take corrective action when necessary. These performance targets are adjusted periodically to ensure
they reflect the current environment.
(ii)
Underwriting risk
Underwriting risk is the risk that the underwriting function will underwrite mortgage insurance under terms that do not
comply with pre-established risk guidelines, resulting in inappropriate risk acceptance by the partnership.
The underwriting results of the residential mortgage insurance business can fluctuate significantly due to the
cyclicality of the Canadian mortgage market. The mortgage market is affected primarily by housing supply and demand,
interest rates, and general economic factors including unemployment rates.
The partnership’s risk management function establishes risk guidelines based on its underwriting goals. Underwriter
performance is reviewed to facilitate continuous improvement or remedial action where necessary.
(iii)
Claims management risk
The partnership enforces a policy of actively managing and promptly settling claims in order to reduce exposure to
unpredictable future developments that can adversely impact losses using loss mitigation programs. These programs allow for
better control of the property marketing process, potential reduction of carrying costs and potential of realization of a higher
property sales price.
F-80
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
In addition to its current loss mitigation programs in place, under its agreement with lending institutions, the
partnership has the right to recover losses from borrowers once a claim has been paid. The partnership actively pursues such
recoveries.
(iv)
Loss reserving risk
Loss reserving risk is the risk that loss reserves differ significantly from the ultimate amount paid to settle claims,
principally due to additional information received and external factors that influence claim frequency and severity (including
performance of the Canadian housing market). During 2020 and 2021, the COVID-19 pandemic has amplified this risk as
methodologies and assumptions used in the past have been modified to incorporate increased estimation due to a decrease in
reported delinquency data as a result of mortgage deferrals and due to rapid changes in economic conditions. Estimates made
during the reserving process are sensitive to inputs used in internally developed models, macroeconomic variables and
economic forecasts. With the end of mortgage deferrals and recommencement of stable delinquency reporting, this estimation
risk is subsided. The partnership reviews its loss reserves and reserving assumptions on an ongoing basis and updates the loss
reserves as appropriate.
(v)
Insurance portfolio concentration risk
Insurance portfolio concentration risk is the risk that losses increase disproportionately where portfolio concentrations
exist. This is mitigated by a portfolio that is diversified across geographic regions. Additional scrutiny is given to geographic
regions where property values are particularly sensitive to an economic downturn. The partnership is monitoring the potential
impact of COVID-19 on the Canadian economy, in particular with regard to the housing and labor markets.
NOTE 28. SEGMENT INFORMATION
The partnership’s operations are organized into four operating segments which are regularly reviewed by the CODM
for the purpose of allocating resources to the segment and to assess its performance. In the current period the partnership
updated its segment reporting and removed Company EBITDA from its segment disclosures. In addition, the partnership has
changed the name of its segment measure of profit and loss from Company FFO to Adjusted earnings from operations
(“Adjusted EFO”). The method to calculate Adjusted EFO is unchanged from how the partnership previously calculated
Company FFO. The CODM uses Adjusted EFO to assess performance and make resource allocation decisions. Adjusted EFO
allows the CODM to evaluate the partnership’s segments on the basis of return on invested capital generated by its operations
and allows the partnership to evaluate the performance of its segments on a levered basis. Adjusted EFO is calculated as net
income and equity accounted income at the partnership’s economic ownership interest in consolidated subsidiaries and equity
accounted investments, respectively, excluding the impact of depreciation and amortization, deferred income taxes, transaction
costs, restructuring charges, unrealized revaluation gains or losses, impairment expense and other income or expense items that
are not directly related to revenue generating activity. The partnership’s economic ownership interest in consolidated
subsidiaries excludes amounts attributable to non-controlling interests consistent with how the partnership determines net
income attributable to non-controlling interests in its IFRS consolidated statements of operating results. In order to provide
additional insight regarding the partnership’s operating performance over the lifecycle of an investment, Adjusted EFO includes
realized disposition gains or losses recorded in net income, other comprehensive income, or directly in equity, such as
ownership changes. Adjusted EFO does not include legal and other provisions that may occur from time to time in the
partnership’s operations and that are one-time or non-recurring and not directly tied to the partnership’s operations, such as
those for litigation or contingencies. Adjusted EFO includes expected credit losses and bad debt allowances recorded in the
normal course of the partnership’s operations.
Other income (expense), net in the partnership’s IFRS consolidated statements of operating results includes amounts
that are not related to revenue earning activities, and are not normal, recurring operating income and expenses necessary for
business operations. These include revaluation gains and losses, transaction costs, restructuring charges, stand-up costs and
business separation expenses, gains or losses on debt extinguishments or modifications, gains or losses on dispositions of
property, plant and equipment, non-recurring and one-time provisions that may occur from time to time at one of the
partnership’s operations that are not reflective of normal operations, and other items. Other income (expense), net included
within Adjusted EFO in the tables below corresponds to items of other income (expense), net at the partnership’s economic
ownership interest that are considered by the partnership when evaluating operating performance and returns on invested capital
generated by its businesses and may include realized revaluation gains and losses, realized gains or losses on the disposition of
property, plant and equipment, and other items. Refer to the tables below for additional details on items included therein.
Brookfield Business Partners
F-81
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Gain (loss) on acquisitions/dispositions, net in Adjusted EFO reflects the partnership’s economic ownership interest in
the gains or losses on acquisitions/dispositions recognized during the period in its IFRS consolidated statements of operating
results that are considered by the partnership when evaluating the performance and returns on invested capital generated by its
businesses.
Gain (loss) on acquisitions/dispositions, net recorded in equity in Adjusted EFO corresponds to the partnership’s
economic ownership interest in gains and losses recorded in the consolidated statements of changes in equity that have been
realized through a completed disposition. Material realized disposition gains or losses may be recorded in equity on the partial
disposition of a subsidiary where the partnership retains control or through the sale of an investment in securities accounted for
as financial assets measured at fair value with changes in fair value recorded in other comprehensive income.
The tables below provide each segment’s results at the partnership’s economic ownership interest, in the format that
the CODM organizes reporting segments to make resource allocation decisions and assess performance. Amounts attributable
to non-controlling interests are calculated based on the economic ownership interests held by non-controlling interests in
consolidated subsidiaries. The tables below reconcile the partnership’s economic ownership interest in its consolidated results
to the partnership’s IFRS consolidated statements of operating results.
F-82
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Year ended December 31, 2021
Total attributable to the partnership
Business
services
Infrastructure
services
Industrials
Corporate
and other Total (1)
Attributable
to non-
controlling
interests
As per
IFRS
Financials
$ 9,060 $
1,928 $
3,438 $
— $ 14,426 $
32,161 $ 46,587
(8,383)
(1,370)
(2,722)
(19) (12,494)
(28,374)
(40,868)
(146)
(68)
(88)
(107)
(409)
(603)
(1,012)
—
—
24
—
158
—
158
740
898
—
(4)
414
12
—
—
414
32
—
29
414
61
(69)
(152)
(236)
(20)
(477)
(991)
(1,468)
(111)
(4)
(159)
47
(227)
(318)
(545)
22
397
66
396
62
879
—
150
(99) 1,573
112
262
(US$ MILLIONS)
Revenues
Direct operating costs (2)
General and administrative
expenses
Gain (loss) on acquisitions /
dispositions, net (3)
Gain (loss) on acquisitions /
dispositions, net recorded in
equity (3), (4)
Other income (expense), net (5)
Interest income (expense), net
Current income tax (expense)
recovery (6)
Equity accounted Adjusted
EFO (7)
Adjusted EFO
Depreciation and amortization
expense (2), (8)
Impairment expense, net
Gain (loss) on acquisitions /
dispositions, net (3)
Gain (loss) on acquisitions /
dispositions, net recorded in
equity(3), (4)
Current income tax (expense)
recovery (6)
Other income (expense), net (5)
Deferred income tax (expense)
recovery
Non-cash items attributable to
equity accounted investments
(7)
Net income (loss)
____________________________________
(780)
(160)
(1,503)
(2,283)
(280)
(440)
474
451
925
(414)
9
(42)
—
—
(53)
132
239
(414)
9
(95)
371
(149)
643 $
$
(100)
1,510 $
(249)
2,153
(1)
(2)
(3)
(4)
Adjusted EFO and net income (loss) attributable to unitholders include Adjusted EFO and net income (loss) attributable to limited partnership
unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders.
The sum of these amounts equates to direct operating costs of $43,151 million as per the IFRS consolidated statements of operating results.
The sum of these amounts equates to the gain (loss) on acquisitions/dispositions, net of $1,823 million as per the IFRS consolidated statements of
operating results. Gain (loss) on acquisitions/dispositions, net in Adjusted EFO of $158 million represents the partnership’s economic ownership
interest in gains (losses) on dispositions of $141 million related to the disposition of the partnership’s investment in its graphite electrode operations,
$14 million related to the disposition of investments in public securities, and other gains of $3 million.
Gain (loss) on acquisitions/dispositions, net recorded in equity in Adjusted EFO of $414 million represents the partnership’s economic ownership
interest in gains on dispositions of $245 million related to the disposition of the partnership’s investment in its graphite electrode operations and
$169 million related to the disposition of an investment in public securities.
Brookfield Business Partners
F-83
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(5)
(6)
(7)
(8)
The sum of these amounts equates to other income (expense), net of $(34) million as per the IFRS consolidated statements of operating results.
Other income (expense), net in Adjusted EFO of $32 million includes $4 million of realized net revaluation losses and $36 million of other income.
Other income (expense), net at the partnership’s economic ownership interest that is excluded from Adjusted EFO of $(42) million includes
$79 million of net unrealized revaluation gains, $52 million of business separation expenses, stand-up costs and restructuring charges, $24 million of
transaction costs, $14 million of net loss on debt extinguishment/modification and $31 million of other expenses.
The sum of these amounts equates to current income tax (expense) recovery of $(536) million as per the IFRS consolidated statements of operating
results.
The sum of these amounts equates to equity accounted income (loss), net of $13 million as per the IFRS consolidated statements of operating results.
For the year ended December 31, 2021, depreciation and amortization expense by segment is as follows: business services $465 million,
infrastructure services $705 million, industrials $1,113 million, and corporate and other $nil.
F-84
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Year ended December 31, 2020
Total attributable to the partnership
Business
services
$ 7,611 $
(7,220)
Infrastructure
services
Industrials
Corporate
and other Total (1)
1,900 $
(1,340)
2,965 $
(2,303)
— $ 12,476 $
(11) (10,874)
Attributable
to non-
controlling
interests
As per
IFRS
Financials
25,159 $ 37,635
(32,465)
(21,591)
(136)
(75)
(91)
(82)
(384)
(584)
(968)
61
4
(62)
(41)
12
229
—
(29)
(163)
24
—
—
—
85
(25)
219
(27)
304
(52)
(255)
(6)
(486)
(996)
(1,482)
(3)
(29)
40
(33)
(251)
(284)
74
364
25
336
—
(59)
111
870
114
225
(719)
(112)
(11)
(121)
(1,446)
(151)
(2,165)
(263)
(19)
284
(30)
163
130
37
93
(113)
(169) $
$
(55)
749 $
(168)
580
(US$ MILLIONS)
Revenues
Direct operating costs (2)
General and administrative
expenses
Gain (loss) on acquisitions /
dispositions, net (3)
Other income (expense), net (4)
Interest income (expense), net
Current income tax (expense)
recovery
Equity accounted Adjusted
EFO (5)
Adjusted EFO
Depreciation and amortization
expense (2), (6)
Impairment expense, net
Gain (loss) on acquisitions /
dispositions, net (3)
Other income (expense), net (4)
Deferred income tax (expense)
recovery
Non-cash items attributable to
equity accounted investments
(5)
Net income (loss)
_____________________________
(1)
(2)
(3)
(4)
(5)
(6)
Adjusted EFO and net income (loss) attributable to unitholders include Adjusted EFO and net income (loss) attributable to limited partnership
unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders.
The sum of these amounts equates to direct operating costs of $34,630 million as per the IFRS consolidated statements of operating results.
The sum of these amounts equates to the gain (loss) on acquisitions/dispositions, net of $274 million as per the IFRS consolidated statements of
operating results. Gain (loss) on acquisitions/dispositions, net in Adjusted EFO of $85 million represents the partnership’s economic ownership
interest in gains (losses) of $47 million related to the disposition of the partnership’s cold storage business, $15 million related to the sale of the
pathology business at the partnership’s healthcare services operations, $25 million related to the partnership’s sale of investments in public securities
and other disposition losses of $2 million.
The sum of these amounts equates to other income (expense), net of $111 million as per the IFRS consolidated statements of operating results. Other
income (expense), net in Adjusted EFO of $(25) million includes $28 million of realized net revaluation losses and $3 million of other income.
Other income (expense), net at the partnership’s economic ownership interest that is excluded from Adjusted EFO of $(121) million includes
$168 million of unrealized net revaluation gains, $134 million of provisions for potential productivity impacts and damages related to business
interruption and work stoppages which are not considered normal or recurring, $67 million of non-recurring, one-time provisions including product
line exits, contract write-offs and production relocation costs, as a result of the recapitalization of one of the partnership’s operations, $60 million of
business separation expenses, stand-up costs and restructuring charges, $30 million of transaction costs, $8 million of net gains on debt
extinguishment/modification and $6 million of other expenses.
The sum of these amounts equates to equity accounted income (loss), net of $57 million as per the IFRS consolidated statements of operating results.
For the year ended December 31, 2020, depreciation and amortization expense by segment is as follows: business services $435 million,
infrastructure services $665 million, industrials $1,065 million, corporate and other $nil.
Brookfield Business Partners
F-85
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Year ended December 31, 2019
Total attributable to the partnership
Business
services
$ 8,927 $
(8,607)
Infrastructure
services
Industrials
Corporate
and other Total (1)
1,815 $
(1,324)
2,549 $
(1,886)
— $ 13,291 $
(9) (11,826)
Attributable
to non-
controlling
interests
As per
IFRS
Financials
29,741 $ 43,032
(38,327)
(26,501)
(136)
(53)
(70)
(86)
(345)
(487)
(832)
342
(1)
(50)
(75)
32
432
—
(9)
64
(5)
(138)
(208)
—
23
314
(71)
20
393
(1)
405
(15)
(359)
—
37
22
321
(10)
726
(25)
(915)
(1,274)
(124)
(200)
(324)
—
75
(37) 1,102
124
199
(571)
(303)
(149)
(1,233)
(1,804)
(306)
(226)
(609)
(375)
38
94
132
(29)
88 $
$
(56)
346 $
(85)
434
(US$ MILLIONS)
Revenues
Direct operating costs (2)
General and administrative
expenses
Gain (loss) on acquisitions /
dispositions, net (3)
Other income (expense), net (4)
Interest income (expense), net
Current income tax (expense)
recovery
Equity accounted Adjusted
EFO (5)
Adjusted EFO
Depreciation and amortization
expense (2), (6)
Impairment expense, net
Other income (expense), net (4)
Deferred income tax (expense)
recovery
Non-cash items attributable to
equity accounted investments
(5)
Net income (loss)
____________________________________
(1)
(2)
(3)
(4)
(5)
(6)
Adjusted EFO and net income (loss) attributable to unitholders include Adjusted EFO and net income (loss) attributable to limited partnership
unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders.
The sum of these amounts equates to direct operating costs of $40,131 million as per the IFRS consolidated statements of operating results.
Gain (loss) on acquisitions/dispositions, net in Adjusted EFO of $405 million represents partnership’s economic ownership interest in gains (losses)
of $182 million related to the sale of the partnership’s global executive relocation business, $157 million related to the disposition of the
partnership’s facilities management business, $47 million related to the sale of the partnership’s palladium mining operations and other disposition
gains of $19 million.
The sum of these amounts equates to other income (expense), net of $(400) million as per the IFRS consolidated statements of operating results.
Other income (expense), net in Adjusted EFO of $(15) million includes $17 million of realized net revaluation losses and $2 million of other
income. Other income (expense), net at the partnership’s economic ownership interest that is excluded from Adjusted EFO of $(149) million
includes $69 million of restructuring charges, $48 million of transaction costs and $32 million of other expenses.
The sum of these amounts equates to equity accounted income (loss), net of $114 million as per the IFRS consolidated statements of operating
results.
For the year ended December 31, 2019, depreciation and amortization expense by segment is as follows: business services $305 million,
infrastructure services $686 million, industrials $813 million, and corporate and other $nil.
F-86
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Segment Assets
For the purpose of monitoring segment performance and allocating resources between segments, the CODM monitors
the assets, including investments accounted for using the equity method, attributable to each segment.
The following is an analysis of the partnership’s assets by reportable operating segment as at December 31, 2021 and
2020:
(US$ MILLIONS)
Total assets
(US$ MILLIONS)
Total assets
Non-current assets (1)
(US$ MILLIONS)
United States of America
Europe
Canada
Australia
Brazil
Mexico
United Kingdom
Other
As at December 31, 2021
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
20,376 $
16,380 $
27,315 $
148 $
64,219
As at December 31, 2020
Business
services
Infrastructure
services
Industrials
Corporate
and other
Total
$
19,884 $
10,839 $
23,929 $
94 $
54,746
2021
2020
$
10,989 $
13,138
7,101
5,380
4,971
1,855
2,326
3,041
8,915
8,505
6,777
5,420
3,673
2,097
1,663
3,203
Total non-current assets
____________________________________
$
48,801 $
40,253
(1)
Non-current assets comprise financial assets, property, plant and equipment, intangible assets, equity accounted investments, goodwill and other
non-current assets.
NOTE 29. SUPPLEMENTAL CASH FLOW INFORMATION
(US$ MILLIONS)
Interest paid
Income taxes paid
Year ended December 31
2021
2020
2019
$
$
1,223 $
448 $
1,135 $
428 $
1,079
190
Amounts paid and received for interest were reflected as operating cash flows in the consolidated statements of
cash flow.
Total cash outflows across the partnership’s lease contracts were $362 million (2020: $330 million).
Brookfield Business Partners
F-87
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Details of “Changes in non-cash working capital, net” on the consolidated statements of cash flow are as follows:
(US$ MILLIONS)
Accounts receivable
Inventory
Prepayments and other
Accounts payable and other
Year ended December 31
2021
2020
2019
$
(684) $
(494)
9
27
546 $
453
53
284
Changes in non-cash working capital, net
$
(1,142) $
1,336 $
(70)
78
(11)
119
116
The following table presents the change in the balance of liabilities arising from financing activities as at
December 31, 2021:
(US$ MILLIONS)
Balance at beginning of year
Cash flows
Non-cash changes:
Acquisitions / (dispositions) of subsidiaries
Foreign currency translation
Fair value
Other changes
Balance at end of year
NOTE 30. POST-EMPLOYMENT BENEFITS
$
2021
2020
23,776 $
6,736
(1,341)
(397)
(31)
333
22,399
(102)
739
210
(49)
579
$
29,076 $
23,776
The partnership maintains several defined benefit pension plans within its industrials and infrastructure services
segments. These plans are administered in various countries, the most significant of which is in the U.S. These benefits are
provided through various insurance companies and the estimated net post-employment benefit costs are accrued during the
employees’ credited service periods.
F-88
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following table shows the changes in the present value of the defined benefit pension plan and post-employment
plan obligations and the fair values of plan assets as at December 31, 2021:
(US$ MILLIONS)
Changes in defined benefit obligation
Defined benefit pension
plan
Post-employment plan
2021
2020
2021
2020
Defined benefit obligation at beginning of year
$
3,308 $
2,927 $
104 $
Defined benefit obligation through business combinations
Service cost
Interest cost
Participant contributions
Foreign currency exchange differences
Actuarial (gain) loss due to financial assumption changes
Actuarial (gain) loss due to demographic assumption changes
Actuarial experience adjustments
Benefits paid from plan assets
Benefits paid from employer
107
33
67
2
(218)
(123)
15
16
(157)
(16)
88
35
83
2
43
297
(27)
14
(121)
(33)
Defined benefit obligation at end of year
$
3,034
3,308 $
6
2
2
3
(17)
(6)
(10)
(12)
(1)
(6)
65
Changes in fair value of plan assets
Fair value of plan assets at beginning of year
$
(2,391) $
(2,194) $
(3) $
Fair value of plan assets through business combinations
Interest income
Return on plan assets (excluding interest income)
Foreign currency exchange differences
Employer contributions
Participant contributions
Employer direct settlements
Benefits paid from plan assets
Benefits paid from employer
Administrative expenses paid from plan assets
Insurance premiums for risk benefits
Fair value of plan assets at end of year
Net asset at end of year
Net liability at end of year
(7)
(47)
(225)
152
(64)
(2)
1
157
16
10
—
(62)
(61)
(147)
(23)
(65)
(2)
—
119
32
11
1
$
$
$
(2,400) $
(2,391) $
(75)
709 $
— $
917 $
—
—
—
—
(4)
(3)
—
1
6
—
—
(3) $
— $
62 $
106
(1)
3
3
4
(1)
6
—
(5)
(3)
(8)
104
(4)
—
—
—
—
(2)
(2)
—
(1)
6
—
—
(3)
—
101
The net liabilities for the defined benefit pension plan and post-employment plan are recorded within accounts payable
and other in the consolidated statements of financial position.
Brookfield Business Partners
F-89
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following table summarizes the defined benefit pension plan and post-employment plan obligations and the fair
values of plan assets by geography as at December 31, 2021:
(US$ MILLIONS)
Defined benefit pension plan
Defined benefit obligation
Fair value of plan assets
Net liability
Post-employment benefits
Defined benefit obligation
Fair value of plan assets
Net liability
United States of
America
Canada
Other
Total
$
$
$
$
2,216 $
(1,867)
349 $
42 $
(3)
39 $
20 $
—
20 $
12 $
—
12 $
798 $
(533)
265 $
3,034
(2,400)
634
11 $
—
11 $
65
(3)
62
The following table summarizes the defined benefit pension plan and post-employment plan obligations and the fair
values of plan assets by geography as at December 31, 2020:
(US$ MILLIONS)
Defined benefit pension plan
Defined benefit obligation
Fair value of plan assets
Net liability
Post-employment benefits
Defined benefit obligation
Fair value of plan assets
Net liability
United States of
America
Canada
Other
Total
$
$
$
$
2,581 $
(1,911)
670 $
64 $
(3)
61 $
28 $
—
28 $
26 $
—
26 $
699 $
(480)
219 $
3,308
(2,391)
917
14 $
—
14 $
104
(3)
101
F-90
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
Amounts recognized in respect of these defined benefit and post-employment plans during the year are as follows:
(US$ MILLIONS)
Amounts recognized in profit and loss
Current service cost
Past service cost
Net interest expense
Administrative expense
Total expense recognized in profit and loss
Defined benefit pension
plan
Post-employment
plan
2021
2020
2021
2020
$
$
41 $
(8)
20
10
63 $
35 $
—
22
11
68 $
2 $
—
2
—
4 $
Amounts recognized in other comprehensive income
Return on plan assets (excluding amounts included in net
interest expense)
Actuarial (gains) and losses arising from changes in
demographic assumptions
Actuarial (gains) and losses arising from changes in financial
assumptions
Actuarial (gains) and losses arising from experience
adjustments
Total expense (gain) recognized in other comprehensive
income
Total expense (gain) recognized in comprehensive income
$
(225) $
(147) $
— $
15
(27)
(10)
(123)
16
(317) $
(254) $
297
14
137 $
205 $
$
$
(6)
(12)
(28) $
(24) $
3
—
3
—
6
—
—
6
(5)
1
7
The expense recorded in profit and loss is recognized within general and administrative expenses in the consolidated
statements of operating results.
The defined benefit pension plans and post-employment plans expose the partnership to certain actuarial risks such as
investment risk, interest rate risk, and compensation risk. The present value of the defined benefit pension plan and post-
employment plan obligation is calculated using a discount rate. If the return on plan assets is below this rate, a plan deficit
occurs. The partnership mitigates this investment risk by establishing a sound investment policy to be followed by the
investment manager. The investment policy requires plan assets to be invested in a diversified portfolio and is set based on both
asset return and local statutory requirements. A change in interest and compensation rates will also affect the defined benefit
obligation. A sensitivity analysis of the discount rate and compensation rate is provided below.
The following table summarizes the fair value of plan assets by category and level in the fair value hierarchy as at
December 31, 2021:
(US$ MILLIONS)
Cash and cash equivalents
Equity instruments
Debt instruments
Real Estate
Fixed insurance contracts
Total plan assets
____________________________________
Level 1
Level 2 (1)
Level 3 (2)
Total
$
45 $
7 $
— $
69
275
—
16 $
405 $
$
833
946
106
1
—
105
—
—
1,893 $
105 $
2,403
52
902
1,326
106
17
(1)
(2)
Level 2 assets represent the net asset value of the underlying assets held within an investment fund. The assets are valued by the fund administrator.
Level 3 assets consist of debt instruments held within an investment fund. The assets are valued using non-observable inputs by the plan
administrator.
Brookfield Business Partners
F-91
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
The following table summarizes the fair value of plan assets by category and level in the fair value hierarchy as at
December 31, 2020:
(US$ MILLIONS)
Cash and cash equivalents
Equity instruments
Debt instruments
Real Estate
Derivatives
Investment funds
Fixed insurance contracts
Total plan assets
____________________________________
Level 1
Level 2 (1)
Level 3 (2)
Total
$
21 $
7 $
— $
1,294
13
—
—
—
11
306
400
52
—
—
—
6
160
3
2
113
6
28
1,606
573
55
2
113
17
$
1,339 $
765 $
290 $
2,394
(1)
(2)
Level 2 assets represent the net asset value of the underlying assets held within an investment fund. The assets are valued by the fund administrator.
Level 3 assets consist of insurance rights and equity and debt instruments held within an investment fund. The assets are valued using non-
observable inputs by the plan administrator.
Significant Assumptions
The partnership annually re-evaluates assumptions and estimates used in projecting the defined benefit and post-
employment plan liabilities. These assumptions and estimates may affect the carrying value of the defined benefit and post-
employment plan liabilities in the partnership’s consolidated statements of financial position. The significant actuarial
assumptions adopted are as follows:
Defined benefit plan
Discount rate
Rate of compensation increase
Post-employment plan
Discount rate
Health care cost trend on covered charges:
Immediate trend rate
Ultimate trend rate
2021
0.2% to 8.0%
0.0% to 5.0%
2020
0.2% to 8.0%
0.0% to 5.0%
2021
2020
0.9% to 11.2%
0.9% to 11.2%
3.5% to 8.0%
3.5% to 8.0%
3.5% to 8.0%
3.5% to 8.0%
F-92
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
These assumptions have a significant impact on the defined benefit and post-employment plan liabilities reported in
the consolidated statements of financial position. The following table presents a sensitivity analysis of each assumption with the
related impact on these liabilities as at December 31, 2021:
(US$ MILLIONS, except as noted)
Defined benefit pension plan
Discount rate
Rate of compensation increase
Post-employment plan
Discount rate
Health care cost trend rates
Percentage
increase
Impact on
liability
Percentage
decrease
Impact on
liability
1%
1%
1%
1%
$(387)
38
$(6)
1
1%
1%
1%
1%
$473
(34)
$7
(1)
The following table presents a sensitivity analysis of each assumption with the related impact on these liabilities as at
December 31, 2020:
(US$ MILLIONS, except as noted)
Defined benefit pension plan
Discount rate
Rate of compensation increase
Post-employment plan
Discount rate
Health care cost trend rates
Percentage
increase
Impact on
liability
Percentage
decrease
Impact on
liability
1%
1%
1%
1%
$(472)
$60
$(9)
$2
1%
1%
1%
1%
$528
$(44)
$11
$(1)
The sensitivity analysis above has been determined based on reasonably possible changes of the respective
assumptions occurring as at December 31, 2021 and December 31, 2020, while holding all other assumptions constant. These
analyses may not be representative of the actual change in the defined benefit and post-employment plan obligations as it is
unlikely that the change in assumptions would occur in isolation of one another.
The following table summarizes future planned benefit payments under the partnership’s defined benefit and post-
employment plans as at December 31, 2021:
(US$ MILLIONS)
2022
2023
2024
2025
2026
Thereafter
Total
Defined benefit
pension plan
Post-employment
plan
Total
$
$
122 $
123
128
130
133
3,967
4,603 $
4 $
4
3
3
3
80
97 $
126
127
131
133
136
4,047
4,700
Brookfield Business Partners
F-93
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 31. INSURANCE CONTRACTS
The following summarizes the balances related to the partnership’s insurance contracts from its residential mortgage
insurer:
(a)
Premiums and unearned premiums reserve
The following table presents movement in the unearned premiums reserve:
(US$ MILLIONS)
Unearned premiums reserve, beginning of year
Premiums written during the year
Premiums earned during the year
Foreign currency translation
Unearned premiums reserve, end of year
Key methodologies and assumptions
2021
2020
1,889 $
967
(639)
11
2,228
1,625
744
(521)
41
1,889
$
$
Premiums written are recognized as premiums earned using a factor-based premium recognition curve that is based on
expected loss emergence pattern. Approximately 80% of the mortgage insurance premiums written are recognized as premiums
earned within the first five years of policy inception based on the current premium recognition curve.
An appointed actuary performs a liability adequacy test on the unearned premiums reserve using a dynamic regression
model. The purpose of the test is to ensure the unearned premiums liability at year end is sufficient to pay for future claims and
expenses that may arise from unexpired insurance contracts. The liability adequacy test for the year ended December 31, 2021
and 2020 identified a surplus in the unearned premiums reserve and thus no premium deficiency reserve is required at this
reporting date.
(b)
Losses on claims and loss reserves
The carrying value of loss reserves reflects the present value of expected claims expenses and provisions for adverse
deviation and is considered to be an indicator of fair value.
Loss reserves comprise the following:
(US$ MILLIONS)
Case reserves
Incurred but not reported reserves
Discounting
Provisions for adverse deviation
Total loss reserves
2021
2020
$
$
54 $
13
(1)
5
71 $
The following table presents movement in loss reserves and the impact on losses on claims:
(US$ MILLIONS)
Loss reserves, beginning of year
Claims paid during the year
Changes in loss reserves related to the current year
Favorable development on losses on claims related to prior years
Foreign currency translation
Loss reserves, end of year
2021
2020
$
$
144 $
(48)
44
(71)
2
71 $
78
53
(1)
14
144
105
(50)
85
—
4
144
F-94
Brookfield Business Partners
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
NOTE 32. SUBSEQUENT EVENTS
(a)
Distribution
On February 3, 2022, the Board of Directors declared a quarterly distribution in the amount of $0.0625 per Unit, paid
on March 31, 2022 to Unitholders of record as at the close of business on February 28, 2022.
(b)
Special distribution of BBUC exchangeable shares
On March 15, 2022, the partnership completed a special distribution whereby Unitholders of record as of March 7,
2022 (the “Record Date”) received one class A exchangeable subordinate voting share (“BBUC exchangeable share”) of
Brookfield Business Corporation (“BBUC”), a consolidated subsidiary of the partnership, for every two Units held (the “special
distribution”).
Immediately prior to the special distribution, the partnership received BBUC exchangeable shares through a
distribution of BBUC exchangeable shares by the Holding LP (the "Holding LP Distribution”) to all of its unitholders. As a
result of the Holding LP Distribution, (i) Brookfield and its subsidiaries received approximately 35 million BBUC
exchangeable shares and (ii) the partnership received approximately 38 million BBUC exchangeable shares, which it
subsequently distributed to unitholders pursuant to the special distribution. Immediately following the special distribution, (i)
holders of units, excluding Brookfield, held approximately 35.3% of the issued and outstanding exchangeable shares of BBUC,
(ii) Brookfield and its affiliates held approximately 64.7% of the issued and outstanding BBUC exchangeable shares, and (iii) a
subsidiary of the partnership owned all of the issued and outstanding class B multiple voting shares, or class B shares, which
represent a 75% voting interest in BBUC, and all of the issued and outstanding class C non-voting shares, or class C shares, of
BBUC. The class C shares entitle the partnership to all of the residual value in BBUC after payment in full of the amount due to
holders of BBUC exchangeable shares and class B shares.
The partnership directly and indirectly controlled BBUC prior to the special distribution and continues to control
BBUC subsequent to the special distribution through its interests in BBUC. The exchangeable shares are listed on the New
York Stock Exchange and the Toronto Stock Exchange under the symbol “BBUC”.
(c)
Scientific Games Lottery
On April 4, 2022, the partnership, together with institutional partners, acquired a 100% economic interest in the global
lottery services and technology business of Scientific Games Corporation (“Scientific Games Lottery”) for total consideration
of $5.7 billion. Scientific Games Lottery is an essential service provider to government sponsored lottery programs through its
capabilities in game design, distribution, systems and terminals, and turnkey technology solutions. The partnership acquired an
approximate 35% economic interest on closing and will consolidate this business for financial reporting purposes. A portion of
the partnership’s economic interest may be syndicated to institutional partners.
Due to the proximity of the completion of the acquisition to the date of issuance of the partnership’s financial
statements, the total consideration transferred by the partnership to complete the acquisition of Scientific Games Lottery is
allocated to identifiable assets acquired, liabilities assumed, and goodwill acquired, based upon their estimated fair values as of
the date of completion of the acquisition. The purchase price adjustments are preliminary, subject to further adjustments as
additional information becomes available and as additional analyses are performed. Final valuations are yet to be confirmed and
increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments to the following preliminary
purchase price allocation:
Brookfield Business Partners
F-95
Table of Contents
BROOKFIELD BUSINESS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
(US$ MILLIONS)
Total consideration
Property, plant and equipment
Equity accounted investments
Intangible assets
Goodwill
Net other assets
Deferred income tax liabilities
Net other liabilities
Net assets acquired
$
$
$
5,684
274
409
4,009
1,203
413
(310)
(314)
5,684
F-96
Brookfield Business Partners
Brookfield Business Partners L.P.
bbu.brookfield.com
NYSE: BBU
TSX: BBU.UN