OncoCyte
Annual Report 2020

Plain-text annual report

2020 Annual Report CHAIRMAN’S LETTER Dear Shareholders, 2020 was a year like no other. Like most others, we did not see the COVID-19 pandemic coming. However, as a seasoned, long-term investor we have experience through many cycles and market disruptions. We know the value of patience and the importance of maintaining a strong balance sheet. Across our organization, we focus on building meaningful relationships, diving deep into the industries we cover and building a diversified investment portfolio. These are our core investing princi- ples, allowing us to continue investing and creating value no matter the environment, while ensuring we are never a forced seller. A year like 2020 highlighted the importance of our discipline. Each of our platforms executed on value creation strategies throughout the year. Overall, we grew Investing Capital per share by 18%, which is our strongest year of growth since 2013. We also increased Onex’ total assets under management by 14% to approximately $44 billion, including our acquisition of Falcon Investment Advisors (“Falcon”). We continue to have a strong balance sheet and are investing in our Asset and Wealth Management platforms to better position ourselves for sustainable earnings growth. Within our Private Equity platform, our team was active, even as in-person interactions temporarily ground to a halt. We invested a total of $2.5 billion in the year, of which nearly $670 million came from Onex. The most notable investments were Onex Partners V’s acquisition of OneDigital, a leading U.S. provider of employee benefits insurance brokerage and retirement consulting services, and the Fund’s add-on investment in Convex, our de novo specialty insurer and reinsurer focused on complex risks. Our activity continued into 2021 with Onex Partners V’s recently announced investment in Weld North Education, the leading K-12 digital curriculum company in the U.S. This was an opportunity borne from deep industry knowledge and strong relationships within the sector. We had another productive year of private equity realizations. In total, the Onex Group returned $2.7 billion to investors, of which approximately $870 million was Onex’ share. This was largely driven by Onex Partners IV activity, with the most significant realizations coming from several secondary share sales of SIG Combibloc. Fund IV created value in other areas of its portfolio as well, which helped it reach its carried interest threshold, ending the year with a net IRR of 8%. The pandemic impacted each of our businesses in different ways, but all were required to adapt quickly. We are grateful to our management teams that continue to work hard managing through challenges, making tough, but necessary, decisions to reduce operating costs and improve liquidity. Those with direct adverse impacts from COVID-19 account for less than 20% of our private equity portfolio value and have been meaningfully affected by government-imposed lockdowns. We remain confident in their prospects as conditions recover. While some of our businesses were adversely impacted, others saw value creation opportunities. Nearly 60% of our private equity exposure continues to be in businesses where the pandemic had either a low or positive impact. In total, our private equity investments generated a 24% gross return in the year. Given the market environment, we are proud of what our teams and companies achieved, often benefiting from strong oper- ations acumen and depth of leadership expertise. Commitment to operational excellence is a differentiating factor in private equity investing and a driver of value creation. In January 2021, we announced the appointment of Wes Pringle, an operating executive with a history of significant corporate achievement, as Onex Partners’ Head of Portfolio Operations. This is a new position that will play a key role in creating and driving value across the Funds’ operating companies and due diligence processes. We are excited for what this will bring to our organization. Onex Corporation December 31, 2020 1 Within our Credit platform, we invested in the team and expanded our product offering to better position the business for growth. Jason New joined as Onex Credit’s Co-CEO, along with four talented portfolio managers, and we launched or expanded strategies in opportunistic credit, structured credit and high yield credit, all areas where we see an opportunity to grow. In December, we acquired Falcon, a leading U.S. private credit manager. Now operating as Onex Falcon, it merges Falcon’s specialized private credit investing with the scale, global distribution, and diverse investment and origination capa- bilities of Onex Credit and the broader Onex franchise. This acquisition, along with four new CLO issuances and our fund- raising efforts, drove a 44% increase in Onex Credit’s fee-generating assets under management to approximately $15 billion. Gluskin Sheff has been part of the Onex family for approximately 18 months and we have found good synergies between the investment teams managing Onex’ private strategies and Gluskin Sheff’s public strategies. Our expanded product offering continues to resonate with clients, evidenced by the nearly $800 million already invested in Onex’ credit and private equity strategies. 2020 brought several important changes to the Onex team, most notably Bobby Le Blanc being promoted to President of Onex and Head of Onex Partners. Bobby’s new role enables greater efficiency and discipline in the allocation of Onex’ human and financial capital to drive growth across the organization. Our team has never been stronger, and our interests are as aligned as ever. Collectively, our team has $1.8 billion invested in our shares and various funds. I am immensely proud of the work our team and our management teams did over the year. Everyone demonstrated the flexibility and entrepreneurial spirit that is core to Onex’ culture. On behalf of everyone at Onex, thank you for your support. We look forward to continuing to create value for you over the long term. [signed] Gerald W. Schwartz Chairman and Chief Executive Officer of Onex 2 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSIS Throughout this MD&A, all amounts are in U.S. dollars unless otherwise indicated. This Management’s Discussion and Analysis (“MD&A”) provides a review of Onex Corporation’s (“Onex”) consol- idated financial results for the year ended December 31, 2020 and assesses factors that may affect future results. The financial condition and results of operations are analyzed noting the significant factors that impacted the consolidated statements of earnings, consolidated statements of comprehensive earnings, consolidated bal- ance sheets, consolidated statements of equity and consolidated statements of cash flows of Onex. As such, this MD&A should be read in conjunction with the consolidated financial statements and notes thereto included in this report. The financial results have been prepared using accounting policies that are consistent with Interna- tional Financial Reporting Standards (“IFRS”) to provide information about Onex and should not be considered as providing sufficient information to make an investment or lending decision in regard to any particular Onex operating business, private equity fund, credit strategy or other investments. The following MD&A is the responsibility of management and is as of February 25, 2021. Preparation of the MD&A includes the review of the disclosures by senior management of Onex and by the Onex Disclosure Committee. The Board of Directors carries out its responsibility for the review of this disclosure through its Audit and Corporate Governance Committee, composed exclusively of independent directors. The Audit and Corporate Governance Committee has reviewed and recommended approval of this MD&A by the Board of Directors. The Board of Directors has approved this disclosure. The MD&A is presented in the following sections: 5 Company Overview 14 2020 Activity 24 Financial Review 66 Glossary Onex Corporation’s financial filings, including the 2020 Annual Report, interim quarterly reports, Annual Infor- mation Form and Management Information Circular, are available on Onex’ website, www.onex.com, and on the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. Forward-Looking/Safe Harbour Statements This MD&A may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as “believes”, “expects”, “potential”, “anticipates”, “estimates”, “intends”, “plans” and words of similar connotation, which would constitute forward- looking statements. Forward-looking statements are not guarantees. The reader should not place undue reli- ance on forward-looking statements and information because they involve significant and diverse risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. Except as may be required by Canadian securities law, Onex is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward- looking statements in this MD&A. Onex Corporation December 31, 2020 3 Non-GAAP Financial Measures This MD&A contains non-GAAP financial measures which have been calculated using methodologies that are not in accordance with IFRS. The presentation of financial measures in this manner does not have a standard- ized meaning prescribed under IFRS and is therefore unlikely to be comparable to similar financial measures presented by other companies. Onex management believes these financial measures provide helpful informa- tion to investors. Reconciliations of the non-GAAP financial measures to information contained in the consoli- dated financial statements have been presented where practical. The following non-GAAP financial and performance measures are presented within this MD&A and have not been reconciled to a comparable GAAP measure as there are no appropriate comparable GAAP measures within IFRS: • • • Performance returns, including Gross IRR, Net IRR, Gross MOC and Net MOC; Assets under management and fee-generating assets under management; Investor and client capital under management and fee-generating investor and client capital under management; • Shareholder capital per share; and • Annualized principal default rate. References to Onex or the Company represent Onex Corporation. References to the Onex management team include the management of Onex, Onex Partners, ONCAP, Onex Credit and Gluskin Sheff. References to man- agement without the use of “team” include only the relevant group. For example, Onex management does not include management of Onex Partners, ONCAP, Onex Credit or Gluskin Sheff. References References to an Onex Partners Group represent Onex, the limited partners of the relevant Onex Partners Fund, the Onex management team and, where applicable, certain other limited partners as co-investors. References to an ONCAP Group represent Onex, the limited partners of the relevant ONCAP Fund, the Onex management team and, where applicable, certain other limited partners as co-investors. For example, references to the Onex Partners IV Group represent Onex, the limited partners of Onex Partners IV, the Onex management team and, where applicable, certain other limited partners as co-investors. A glossary of terms commonly used within this MD&A is included on page 66. 4 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISCOMPANY OVERVIEW Onex is a public company, the shares of which trade on the Toronto Stock Exchange under the symbol ONEX. The Company manages and invests capital in its private equity, credit and wealth management platforms on behalf of shareholders, institutional investors and high net worth families from its offices in Toronto, New York, New Jersey, Boston and London. INVESTING ASSET MANAGEMENT WEALTH MANAGEMENT PRIVATE EQUITY PRIVATE CREDIT DIRECT INVESTMENTS Onex is an investor first and foremost, with $7.4 billion of shareholder capital ($80.57 or C$102.58 per fully diluted share) at December 31, 2020, primarily invested in or committed to its private equity and credit platforms. As at December 31, 2020, Onex also managed $36.3 billion of invested and committed capital on behalf of insti- tutional investors and high net worth families from around the world, including public and private pension plans, sovereign wealth funds, insurance companies and family offices that have chosen to invest alongside Onex. Onex’ policy is to maintain a financially strong parent company with funds available to meet capital com- mitments to its investing platforms and to support the growth of its asset and wealth management businesses. Critical to Onex’ success is the strong alignment of interests between shareholders, limited partners, clients and the Onex management team. Onex’ distinctive ownership culture is evidenced by the Onex manage- ment team’s $1.8 billion investment in Onex shares, DSUs and various Onex funds. With an experienced management team, significant financial resources and no external debt, Onex is well- positioned to continue building shareholder value through its investment activities and its asset and wealth management platforms. Onex Corporation December 31, 2020 5 MANAGEMENT’S DISCUSSION AND ANALYSISINVESTING At December 31, 2020, substantially all of Onex’ shareholder capital was invested in or committed to its private equity and credit platforms. Onex’ Investment Allocation at December 31, 2020 Onex’ Investment Allocation at December 31, 2019 Credit 11% Other Investments 1% Credit 10% Other Investments 1% Private Equity 68% Private Equity 61% Cash and Near-Cash Items 20% Cash and Near-Cash Items 28% Private Equity Founded in 1984, Onex is one of the oldest and most successful private equity firms. Today, the Company primarily invests in its two private equity platforms: Onex Partners for middle-market and larger transactions and ONCAP for middle-market and smaller transactions. Onex’ private equity funds acquire and build high-quality businesses in partnership with talented management teams and focus on execution theses rather than macro-economic or industry trends. Onex has always been the largest limited partner in each of its private equity funds. Onex’ private equity funds typically acquire control positions, which allow the funds to drive important strategic decisions and effect change at the operating businesses. The Onex management team and Onex pri- vate equity funds do not get involved in the daily decisions of the operating businesses. Over 36 years, Onex has built more than 105 operating businesses, completing approximately 680 acquisitions with a total value of $95 billion. Since inception, Onex has generated a Gross MOC of 2.6 times, resulting in a 27% Gross IRR on realized, substantially realized and publicly traded investments. 6 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISAs at December 31, 2020, Onex’ investments in private equity totalled $4.6 billion (December 31, 2019 – $4.0 billion). Onex’ $4.6 billion Investment in Private Equity at December 31, 2020 Onex’ $4.0 billion Investment in Private Equity at December 31, 2019 ONCAP 14% Direct Investing 16% ONCAP 13% Direct Investing 11% Onex Partners 70% Onex Partners 76% Credit Established in 2007, Onex Credit focuses on investing in non-investment grade debt. Historically this has been through collateralized loan obligation funds (“CLOs”), senior loan strategies and other private credit strategies. Beginning in 2020, Onex Credit began expanding into other non-investment grade credit strategies, including opportunistic and special situations, structured credit and high yield, while also enhancing its capabilities in direct lending. In December 2020, Onex Credit acquired Falcon Investment Advisors, LLC (“Falcon” or “Onex Falcon”), as described on page 30 of this MD&A. Onex Falcon is a leading U.S. private credit manager, which employs an opportunistic approach to originating and executing solution-oriented private credit investments through mezzanine, direct lending, unitranche and structured financing solutions. Onex Credit practises value-oriented investing, employing a bottom-up, fundamental and structural analysis of the underlying borrowers. Stringent oversight of portfolio profile and construction risk, along with liquidity management, complement Onex Credit’s approach to investment research. The Onex Credit team maintains disciplined risk management, with a focus on capital preservation across all strategies, and targets strong risk-adjusted and absolute returns across market cycles. Onex is a significant investor across its private credit strategies. Onex Credit’s senior loan strategies, which represent the majority of its assets under management, have generated strong risk-adjusted returns, low defaults and low loan losses. Since December 2007 and up to Decem- ber 2020, Onex Credit has invested $35 billion across more than 900 borrowers in North America and, selectively, in Europe. During this period, those strategies experienced very few defaults, representing an annualized prin- cipal default rate of 0.45%(1), well below the leveraged loan market default rate of 2.96%(1) over the same period. (1) The annualized principal and leveraged loan market default rates are calculated as the average default rate for each 12-month period since December 2007. The leveraged loan market default rate is based on historical default rates reported by J.P. Morgan’s U.S. High-Yield and Leveraged Loan Strategy. Onex Corporation December 31, 2020 7 MANAGEMENT’S DISCUSSION AND ANALYSISAs at December 31, 2020, Onex’ investments in Onex Credit strategies totalled $751 million (December 31, 2019 – $649 million). In addition, Onex had $98 million (December 31, 2019 – $97 million) invested in an Onex Credit strategy included in cash and near-cash items. Onex’ $751 million Investment in Onex Credit Strategies at December 31, 2020 Onex’ $649 million Investment in Onex Credit Strategies at December 31, 2019 EURO CLOs 15% CLO Warehouses 8% EURO CLOs 14% U.S. CLOs 51% U.S. CLOs 53% Other Credit Strategies 34% Other Credit Strategies 25% ASSET MANAGEMENT As of December 31, 2020, Onex managed $36.3 billion (December 31, 2019 – $31.2 billion) of invested and committed capital on behalf of institutional investors and high net worth families from around the world. Onex’ $36.3 billion of Investor Capital at December 31, 2020 Onex’ $31.2 billion of Investor Capital at December 31, 2019 Onex Credit 44% ONCAP 4% Onex Credit 34% ONCAP 4% Onex Partners 37% Onex Partners 42% Public Debt and Equity Strategies 15% Public Debt and Equity Strategies 20% 8 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISManaging investor capital provides Onex with two significant financial benefits: (i) a committed stream of management fees and (ii) the opportunity to share in investors’ gains. Onex has run-rate management fees from investor capital of $275 million, consisting of $125 million from private equity, $64 million from public debt and equity strategies and $86 million from private credit. At December 31, 2020, Onex managed $24.4 billion of investor capital from which it may earn carried interest or performance fees. Private Equity In private equity, Onex has raised nine Onex Partners and ONCAP Funds since 1999 and is currently investing Onex Partners V, a $7.15 billion fund, and ONCAP IV, a $1.1 billion fund. During the initial fee period of the Onex Partners and ONCAP Funds, Onex receives a management fee based on limited partners’ committed capital. At December 31, 2020, the management fees of Onex Partners V and ONCAP IV were determined on this basis, with management fee rates of 1.7% and 2.0%, respectively. Following the termination of the initial fee period, Onex is entitled to a management fee based on lim- ited partners’ net funded commitments. At December 31, 2020, management fees were determined on this basis for Onex Partners III (0.5%), Onex Partners IV (1.0%) and ONCAP III (1.5%). As realizations occur in these funds, the management fees earned by Onex will decrease. Onex is entitled to 40% of the carried interest realized from limited partners in the Onex Partners and ONCAP Funds, while Onex Partners and ONCAP management are entitled to the remaining 60%. Carried interest is cal- culated as 20% of the realized net gains of the limited partners in each Fund, provided the limited partners have achieved a minimum 8% net compound annual return on their investment. For ONCAP IV, carried interest par- ticipation increases from 20% to 25% of the realized net gains once investors achieve a net return of two times their aggregate capital contributions. The following table presents carried interest received by Onex since 2016. ($ millions) 2016 2017 2018 2019 2020 Total Carried Interest Received $ 14 121 37 43 – $ 215 Onex’ share of unrealized carried interest at December 31, 2020 from private equity investments totalled $87 million. The amount of carried interest ultimately received by Onex is based on realizations, the timing of which can vary significantly from year to year. Onex Corporation December 31, 2020 9 MANAGEMENT’S DISCUSSION AND ANALYSISOnex’ ability to raise new private equity capital is primarily dependent on the general fundraising environment and Onex’ investment track record. The following table summarizes the performance of the Onex Partners and ONCAP Funds from their inception up to December 31, 2020. Net IRR and Net MOC represent the performance for fee-paying limited partners of the Onex Partners and ONCAP Funds. Onex Partners Funds – Invested Onex Partners I (3) Onex Partners II Onex Partners III Onex Partners IV Total Onex Partners Funds – Invested(4) ONCAP Funds – Invested ONCAP I (3)(5) ONCAP II (5) ONCAP III (5) Total ONCAP Funds – Invested(4)(5) Onex Partners and ONCAP Funds – Investing Onex Partners V (6) ONCAP IV Performance Returns(1) Vintage Gross IRR Net IRR (2) Gross MOC Net MOC(2) 2003 2006 2009 2014 1999 2006 2011 2018 2016 55% 17% 17% 11% 26% 43% 29% 25% 39% 31% 19% 38% 13% 11% 8% n/a 33% 21% 18% n/a 26% 9% 4.0x 2.2x 2.1x 1.5x 2.1x 4.1x 4.0x 3.4x 3.7x 1.3x 1.4x 3.1x 1.8x 1.7x 1.3x n/a 3.1x 2.7x 2.5x n/a 1.2x 1.2x (1) Performance returns are non-GAAP financial measures. Onex management believes that performance returns are useful to investors since Onex’ ability to raise capital in new funds may be materially impacted by the performance returns of current and prior funds. (2) Net IRR and Net MOC are presented for limited partners in the Onex Partners and ONCAP Funds and exclude the capital contributions and distributions attributable to Onex’ commitment as a limited partner in each fund. (3) Onex Partners I is substantially realized and ONCAP I has been fully realized. (4) Represents the aggregate performance returns for all invested Onex Partners and ONCAP Funds. Invested funds are those funds that do not have uncalled commitments that can be used for future Onex-sponsored investments. Net IRR and Net MOC are not calculable across the aggregate Onex Partners and ONCAP Funds. (5) Performance returns are calculated in Canadian dollars, the functional currency of these ONCAP Funds. (6) Performance returns reflect the short operating period and continued deployment of Onex Partners V, including nearly half of the capital deployed to date being invested during the year ended December 31, 2020. The performance returns of Onex Partners V represent a limited partner that elected to participate in the credit facility of Onex Partners V. Performance returns for a limited partner that did not participate in the credit facility of Onex Partners V are as follows: 13% Net IRR and 1.1x Net MOC. 10 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISPrivate Credit Onex Credit continues to grow the product lines and distribution channels for its non-investment grade credit investing. Building on the foundation of its senior loan strategies, Onex Credit launched both opportunistic and structured credit strategies during 2020. In December 2020, Onex Credit acquired Falcon, a leading private credit asset manager, to expand its estab- lished credit platform. As at December 31, 2020, Falcon had fee-generating assets under management of $3.6 billion. The combined platform merges Falcon’s specialized private credit investing with the scale, global distribution and diverse investment and origination capabilities of Onex Credit and the broader Onex franchise. Falcon’s senior management team and employees are all joining the new platform within Onex Credit and will operate as Onex Falcon. In connection with the acquisition of Onex Falcon, Onex also acquired a 20% interest in the future carried interest realized from the limited partners of Private Credit Opportunities Fund VI (“Onex Falcon VI”). Onex Falcon VI is a direct lending fund which provides credit to middle-market companies in the United States and Canada, with total commitments of $1.3 billion of which 68% was invested at December 31, 2020. Going for- ward, Onex will be entitled to 50% of the carried interest on future Onex Falcon Funds with the remaining 50% allocated to the Onex Credit team. As of December 31, 2020, Onex Credit earns run-rate management fees of $86 million on $15.1 billion of fee- generating assets under management: As at December 31, 2020 CLOs Direct lending (1) Fee-Generating Assets Under Management Management Fee Basis Management Fee % Collateral principal balance up to 0.50% $ 9,892 $ 3,591 Invested capital Committed capital Other credit strategies (2) $ 1,631 Net asset value; Gross invested assets; Funded commitments; or Unfunded commitments up to 1.50% up to 1.75% up to 1.00% 0.55% up to 1.25% up to 0.50% (1) Represents the Onex Falcon Funds. (2) Includes OCLP, senior loan strategies, opportunistic and special situation strategies, and structured credit and high yield strategies. Onex Credit is also entitled to performance fees on $11.8 billion of assets under management as at Decem- ber 31, 2020. Performance fees range between 12.5% and 20.0% of net gains and are generally subject to a hurdle or minimum preferred return to investors. Onex Corporation December 31, 2020 11 MANAGEMENT’S DISCUSSION AND ANALYSISWEALTH MANAGEMENT Onex’ wealth management platform was established in 2019 following Onex’ acquisition of Gluskin Sheff, a Canadian wealth management firm serving high net worth families and institutional investors. Gluskin Sheff invests the capital of its clients mainly across a number of its own public debt and equity strategies as well as in various Onex Credit strategies and, strategically, in Onex private equity opportunities. It earns revenue primarily from base management fees and performance fees. As at December 31, 2020, Gluskin Sheff had total fee-generating client capital of $6.1 billion (C$7.7 billion). As of December 31, 2020, Gluskin Sheff earns base management fees of up to 1.5% on assets under management, with run-rate management fees of $64 million (C$81 million). Gluskin Sheff is also entitled to performance fees on $2.3 billion (C$3.0 billion) of assets under management, representing 38% of Gluskin Sheff’s total fee-generating assets under management, which range between 10% and 20% and may be subject to performance hurdles. FIRM RESOURCES Experienced team with significant depth In August 2020, Onex announced the promotion of Bobby Le Blanc to President of Onex. In his new role, Mr. Le Blanc oversees all of Onex’ business units and is the sole Head of Onex Partners. Onex is led by the firm’s founder and CEO, Gerry Schwartz, Mr. Le Blanc and experienced leadership teams at each of its investment platforms. Onex’ 211 investment and wealth management professionals are each dedicated to a separate invest- ment platform: Onex Partners (64), ONCAP (22), Onex Credit (73) and Wealth Management (52). These invest- ment teams are supported by approximately 170 professionals dedicated to Onex’ corporate functions and investment platforms. Substantial financial resources available for future growth Onex seeks to maintain a financially strong parent company with funds available to meet its capital commit- ments to its investing platforms and to support the growth of its asset and wealth management businesses. Onex’ financial strength comes from both its own capital as well as the capital committed by its investors. Today, Onex has substantial financial resources available to support its investing platforms with: • • approximately $1.4 billion of cash and near-cash items and no external debt; $3.0 billion of limited partner uncalled capital available for future Onex Partners V investments; and • $211 million of limited partner uncalled capital available for future ONCAP IV investments. 12 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISStrong alignment of interests Critical to Onex’ success is the strong alignment of interests between shareholders, limited partners, clients and the Onex management team. In addition to Onex being the largest limited partner in each private equity fund and having meaningful investments in its private credit platform, the Company’s distinctive ownership culture requires the Onex management team to have a significant ownership in Onex shares and to invest meaningfully in each private equity investment. At December 31, 2020, the Onex management team: • was the largest shareholder in Onex, with a combined holding of approximately 15.2 million shares, or 17% of outstanding shares, and 0.7 million DSUs; • • • had a total investment in Onex’ private equity investments at market value of approximately $535 million; had a total investment in Onex Credit strategies at market value of approximately $290 million; and had a total investment managed by Gluskin Sheff at market value of approximately $65 million. Onex Partners management is also required to reinvest up to 25% of all Onex Partners carried interest and MIP distributions in Onex shares and must hold these shares for at least three years. OUR OBJECTIVE Onex works to create long-term value for shareholders and to have that value reflected in its share price. Onex delivers this value by (i) investing Onex’ shareholder capital primarily in Onex’ private equity funds and Onex Credit strategies and (ii) managing and growing fee-generating third-party capital invested in and committed to its investing platforms. Onex believes it has the investment philosophy, talent, financial resources and track record to continue to deliver on this objective. Onex Corporation December 31, 2020 13 MANAGEMENT’S DISCUSSION AND ANALYSIS2020 ACTIVITY PRIVATE EQUITY INVESTING Capital Deployment The table below presents the private equity investments made during 2020. Fund Company Transaction Onex Partners V OneDigital Original investment Onex Partners V Convex Add-on investment Direct investment RSG Add-on investment Period Nov ’20 Dec ’20 Aug ’20 Onex Partners V Emerald Add-on investment Jun ’20 and Aug ’20 Onex Partners V Acacium Group Original investment Sep ’20 Other investments Total Onex’ Share ($ millions) $ 200 136 108 107 64 53 $ 668 In June and August 2020, Onex invested $72 million and $35 million, respectively, in Onex Partners V as part of the fund’s investments in preferred shares of Emerald Holding, Inc. (“Emerald”). Emerald is an operator of large business-to-business trade shows in the United States across several end markets. In August 2020, Onex invested an additional $108 million in preferred shares of Ryan Specialty Group (“RSG”), in connection with an add-on acquisition completed by RSG. RSG is an international specialty insur- ance organization, which includes a wholesale brokerage firm and an underwriting management organization. In September 2020, Onex invested $64 million in Onex Partners V as part of the fund’s investment in Acacium Group (formerly Independent Clinical Services Group), a specialized staffing, workforce manage- ment solutions, and health and social services business operating primarily in Europe and present across four continents. In November 2020, Onex invested $200 million in Onex Partners V as part of the fund’s investment in OneDigital, a leading U.S. provider of employee benefits insurance brokerage and retirement consulting services. In December 2020, Onex invested $136 million as part of the Onex Partners V Group’s add-on investment in Convex. Convex is a specialty insurer and reinsurer focused on complex risks. At December 31, 2020, Onex had uncalled committed capital of $1.2 billion to Onex Partners V and $146 million to ONCAP IV. In February 2021, the Onex Partners V Group announced an investment in Weld North Education, a lead- ing K-12 digital curriculum company. Onex’ share of the investment is expected to be approximately $275 mil- lion, including $100 million as a co-investor. The transaction is expected to close during the first quarter of 2021, subject to customary conditions and regulatory approvals. 14 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSIS Realizations The table below presents the private equity realizations and distributions to date in 2020. Fund Company Transaction Period Onex Partners IV SIG Secondary offerings and dividend Various Onex Partners IV Clarivate Analytics Secondary offering Jun ’20 Other realizations Total Onex’ Share(1) ($ millions) $ 590 171 111 $ 872 (1) Reduced for amounts paid under management incentive programs, if applicable, and includes Onex’ share of proceeds as a co-investor, if applicable. During 2020, the Onex Partners IV Group sold its remaining 101.8 million shares in SIG Combibloc Group AG (“SIG”). SIG is a systems and solutions provider for aseptic carton packaging. Onex’ combined share of the net proceeds from the Onex Partners IV Group was CHF 537 million ($590 million), net of payments under the man- agement incentive programs. In total, Onex realized approximately $1.1 billion, net of payments under the man- agement incentive programs, on its investment of $440 million in SIG. The investment in SIG generated a Gross MOC of 2.7 times and a Gross IRR of 22%. In June 2020, the Onex Partners IV Group sold approximately 20.8 million ordinary shares of Clarivate Analytics Plc (“Clarivate Analytics”) at a price of $22.50 per share. Clarivate Analytics is a global analytics pro- vider. Onex’ share of the net proceeds from the Onex Partners IV Group was $171 million. As a result of this secondary offering and previous realizations, Onex has realized approximately $612 million to date on its invest- ment of $447 million in Clarivate Analytics and continues to hold approximately 27.0 million shares of Clarivate Analytics through its investment in Onex Partners IV and as a co-investor. Fund-level Developments During 2020, the Onex Partners and ONCAP operating businesses continued to execute on their investment theses: • • • • completing follow-on acquisitions for total consideration of approximately $8.2 billion; collectively raising or refinancing approximately $5.5 billion of debt; paying down debt totalling approximately $540 million; in Onex Partners IV, Clarivate Analytics acquired Decision Resources Group, a premier provider of high- value data, analytics and insights products and services to the healthcare industry. Clarivate Analytics also acquired CPA Global, a global leader in intellectual property software and tech-enabled services; and • in Onex Partners IV and Onex Partners V, KidsFoundation completed its acquisition of Partou Holding B.V., the second-largest childcare provider in the Netherlands. Onex Corporation December 31, 2020 15 MANAGEMENT’S DISCUSSION AND ANALYSIS Performance During 2020, Onex’ investing segment recognized a net gain from private equity investments of $731 million. The following table presents the recent gross performance of Onex’ private equity investments: Increase in value of Onex’ private equity investments in U.S. dollars (1)(2): Onex Partners ONCAP Direct investments Total private equity investments Year Ended December 31, 2020 20% 23% 50% 24% (1) Adjusted for capital deployed, realizations and distributions. Performance results are gross of management incentive programs and an allocation of management fees and carried interest on Onex’ capital. (2) The increase in value of Onex’ private equity investments is a non-GAAP financial measure. The Company has not disclosed the unadjusted percentage change in fair value of Onex’ private equity investments as these percentages would not be meaningful in light of the impact of capital deployments, realizations and distributions, which are all included within the corporate investments balances. Overall, Onex’ private equity investments increased in value during the year ended December 31, 2020 despite the market volatility and continued economic uncertainty related to the evolving COVID-19 pandemic, as more fully described on pages 29 and 36 of this MD&A. The operating businesses in Onex’ private equity platforms operate across a broad range of countries and industry segments. This provides beneficial diversification and contributed to the overall increase in value, despite certain individual investments declining in value as a result of their exposure to the pandemic. The majority of Onex’ private equity investments, by value, are in operating businesses with low to positive COVID-19 exposure and have generated net gains during the year ended Decem- ber 31, 2020. Private equity investments in operating businesses with demand/supply headwinds as a result of COVID-19 have shown good resiliency during the pandemic, with a slight net gain during the year, while oper- ating businesses with direct COVID-19 exposure, a relatively small percentage of Onex’ private equity portfolio by value, have stabilized. PRIVATE CREDIT INVESTING Capital Deployment During 2020, Onex made a net investment of $150 million in Onex Credit strategies: Strategy Opportunistic and special situation strategies U.S. CLOs Middle-market lending EURO CLOs Structured credit and high yield strategies Total Net Amount Invested(1) ($ millions) $ 65 44 26 13 2 $ 150 (1) Net investments made to support the warehouse facilities for CLOs that subsequently closed during the year are included with U.S. CLOs and EURO CLOs, as applicable. 16 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISDuring 2020, Onex Credit completed fundraising for the Onex Senior Loan Opportunity Fund, as described on page 58 of this MD&A. Onex invested a total of $10 million into the Fund as of December 31, 2020. In addition, Onex invested a net $55 million in a separately managed account which follows a similar strategy as the Fund. During 2020, Onex closed CLO-18, CLO-19 and CLO-20, investing a total of $74 million for 100%, approx- imately 65% and approximately 34% of the most subordinated capital of CLO-18, CLO-19 and CLO-20, respec- tively. On closing, Onex received $88 million plus interest for the investments that supported the warehouse facilities for these CLOs, including $58 million invested during the year. During 2020, Onex closed EURO CLO-4, investing €31 million ($35 million) for 100% of the most sub- ordinated capital of EURO CLO-4. On closing, Onex received €59 million ($66 million) plus interest for the investment that supported the warehouse facility for EURO CLO-4, including €39 million ($44 million) invested during the year. At December 31, 2020, Onex had a net investment of $484 million in its CLOs. Realizations Onex receives regular quarterly distributions from its CLO investments, including $76 million during 2020 (2019 – $85 million). Additionally, Onex realized $13 million from middle-market lending (2019 – $25 million). Each CLO is subject to an Interest Diversion Test, which measures the par amount of the respective port- folio’s loans and cash balances as a percentage of the aggregate par amount of the CLO’s rated debt securities. If this percentage falls below a prescribed level, a portion of the excess interest generated by the portfolio loans in a quarter, which would normally be distributed to Onex as an equity investor in the CLOs, will be retained by the CLO to purchase additional loans. In certain circumstances, subordinated management fees which would be collected by Onex Credit may also be retained to purchase additional loans if the Interest Diversion Test is not met. These diverted payments can be recovered in future periods if the breach of the Interest Diversion Test is cured. Onex Credit actively manages its CLO portfolios and all of the Onex Credit CLOs have passed their Interest Diversion Tests related to equity distributions and management fees during the first quarter of 2021. Additional ratings downgrades and/or loan defaults could result in one or more of the Onex Credit CLOs failing its Interest Diversion Test in future periods. Onex Corporation December 31, 2020 17 MANAGEMENT’S DISCUSSION AND ANALYSISPerformance During the year ended December 31, 2020, Onex had a net gain of $54 million on its Onex Credit strategies investments, representing an increase in value of 7%. The performance of the Onex Credit investments during the year ended December 31, 2020 was primarily driven by the strengthening of the leveraged loan market, which increased by 3%(1), and the structural leverage employed in the underlying strategies. Onex primarily invests in the equity tranches of its CLOs. Market pricing for CLO equity is more vola- tile than that of the underlying leveraged loan market due to the leverage employed in a CLO and the relative illiquidity of CLO equity. CLO equity pricing may also be affected by changes in fixed income market sentiment and investors’ general appetite for risk. Historically, when Onex launched a new CLO its long-term target Net IRR for its CLO equity investment was 12%. The targeted Net IRRs on Onex’ CLO equity investments have been significantly impacted by COVID-19, as described on page 29 of this MD&A. Therefore, management expects that the resulting Net IRRs of its existing portfolio of CLO investments will fall short of the 12% target Net IRR. Onex had a mark-to-market net gain of $113 million on its CLO investments during the three months ended December 31, 2020 (2019 – net gain of $9 million) and a mark-to-market net gain of $35 million on its CLO investments during the year ended December 31, 2020 (2019 – $41 million). All of the Onex Credit CLOs remain onside with their various coverage tests and Onex remains a long-term investor in its CLOs. To date, Onex has fully realized three CLOs, generating a Net IRR of approximately 12%. INVESTING SEGMENT EARNINGS (LOSS) During the three months ended December 31, 2020, Onex’ investing segment generated net earnings of $609 million ($6.65 per fully diluted share) (2019 – net earnings of $160 million ($1.55 per fully diluted share)), which were primarily driven by a $483 million net gain from private equity investments and a $134 million net gain from investments held in Onex Credit strategies. Onex’ investing segment net gain for the three months ended December 31, 2020 was reduced by an allocation of $39 million to the asset and wealth management segment (2019 – $16 million), representing management fees and carried interest that would have been earned by the asset and wealth management segment had Onex’ capital been subject to management fees and car- ried interest under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. These allocations were made in accordance with IFRS 8, Operating segments (“IFRS 8”), as this presentation of segmented results is used by management, in part, to assess the performance of Onex. During the year ended December 31, 2020, Onex’ investing segment generated net earnings of $773 mil- lion ($8.05 per fully diluted share) (2019 – $756 million ($7.33 per fully diluted share)), which were primarily driven by a $731 million net gain from private equity investments and a $54 million net gain from investments held in Onex Credit strategies. Onex’ investing segment net earnings for the year ended December 31, 2020 included a net allocation of $70 million to the asset and wealth management segment (2019 – $57 million), as described above. (1) Based on the performance of the Credit Suisse Leveraged Loan Index. 18 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISASSET AND WEALTH MANAGEMENT In December 2020, Onex acquired Falcon, a leading private credit asset management firm with fee-generating capital of $3.6 billion at December 31, 2020. Falcon provides private credit financing solutions and employs an opportunistic approach to mezzanine and other direct lending investments for U.S. middle-market companies. It earns revenues mainly from base management fees, calculated as a percentage of fee-generating assets under management. The new platform within Onex Credit will operate as Onex Falcon. At December 31, 2020, Onex’ third-party assets under management totalled $36.3 billion (December 31, 2019 – $31.2 billion), of which $30.6 billion was fee-generating (December 31, 2019 – $27.5 billion). The increase in fee- generating investor capital under management was primarily driven by the acquisition of Falcon. ($ millions) Total Fee-Generating Investor Capital Under Management(1)(2) December 31, December 31, 2020 2019 Change in Total December 31, December 31, 2020 2019 Change in Total Onex Credit Strategies $ 15,952 $ 10,689 Onex Partners Funds Public Debt and Equity Strategies(3) ONCAP Funds (4) Total 13,264 5,595 1,477 13,077 6,202 1,247 $ 36,288 $ 31,215 49 % 1 % (10)% 18 % 16 % $ 15,114 $ 10,491 9,112 5,296 1,126 10,038 5,924 1,039 $ 30,648 $ 27,492 44 % (9)% (11)% 8 % 11 % (1) Capital under management is a non-GAAP financial measure. (2) Investor capital under management is presented as defined in the glossary and includes co-investments and capital invested by the Onex management team, as applicable. (3) Capital under management for Gluskin Sheff’s public debt and equity strategies is in Canadian dollars and has been converted to U.S. dollars using the exchange rates on December 31, 2020 and December 31, 2019, respectively. (4) Capital under management for ONCAP II and III is in Canadian dollars and has been converted to U.S. dollars using the exchange rates on December 31, 2020 and December 31, 2019, respectively. Gluskin Sheff clients are provided access to Onex’ private equity and credit strategies. Gluskin Sheff’s man- agement fees are based on the fair value of assets under management, including those assets invested in Onex Credit strategies, but excluding assets invested in private equity which accrue management fees based on invested capital at cost. Gluskin Sheff clients have invested their capital across the following strategies: ($ millions) Total Fee-Generating Gluskin Sheff Client Capital December 31, December 31, 2020 2019 Change in Total December 31, December 31, 2020 2019 Change in Total Public Debt Strategies $ 2,877 $ 3,225 (11)% $ 2,649 $ 3,149 (16)% Public Equity Strategies Onex Credit Strategies Onex Private Equity 2,718 720 78 2,977 383 53 Total $ 6,393 $ 6,638 (9)% 88 % 47 % (4)% 2,647 710 76 2,775 382 52 $ 6,082 $ 6,358 (5)% 86 % 46 % (4)% Onex Corporation December 31, 2020 19 MANAGEMENT’S DISCUSSION AND ANALYSISGluskin Sheff’s client capital is mostly invested in Canadian dollar-denominated strategies. As a result, the $276 million or 4% decline in Gluskin Sheff’s fee-generating client capital during the year ended December 31, 2020 includes an increase of approximately $115 million due to the translation of Canadian dollar-denominated capital into U.S. dollars. During the three months and year ended December 31, 2020, Onex’ asset and wealth management segment generated net earnings of $99 million ($1.07 per fully diluted share) (2019 – $51 million ($0.49 per fully diluted share)) and $87 million ($0.90 per fully diluted share) (2019 – $80 million ($0.76 per fully diluted share)), respec- tively, as described on pages 32 and 33 of this MD&A. Onex’ asset and wealth management segment net earnings for the three months ended December 31, 2020 included allocations from the investing segment of $14 million (2019 – $15 million) of management fees and carried interest of $25 million (2019 – $1 million) that would have been earned by the asset and wealth management segment had Onex’ capital been subject to management fees and carried interest under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. For the year ended December 31, 2020, the management fees and carried interest allocations from the investing segment were $56 million (2019 – $61 million) and $14 million (2019 – net reversal of $4 million), respectively. These allocations were made in accordance with IFRS 8, as this presentation of segmented results is used by management, in part, to assess the performance of Onex. Segment management and advisory fees during the three months and year ended December 31, 2020 totalled $76 million (2019 – $82 million) and $300 million (2019 – $302 million), respectively. Segment Management and Advisory Fees ($ millions) Onex Partners Funds (1) Public Debt and Equity Strategies(2) Onex Credit Strategies ONCAP Funds (3) Total Three Months Three Months Ended Ended December 31, December 31, 2020 $ 39 14 15 8 2019 $ 43 18 13 8 Change in Total $ (4) (4) 2 – Year Ended Year Ended December 31, December 31, 2020 $ 157 61 54 28 2019 Change in Total $ 179 $ (22) 43 52 28 18 2 – $ 76 $ 82 $ (6) $ 300 $ 302 $ (2) (1) Includes advisory fees from the Onex Partners operating businesses. (2) Management and advisory fees for the public debt and equity strategies include the results of Gluskin Sheff since its acquisition by Onex in June 2019. (3) Includes advisory fees from the ONCAP operating businesses. The decrease in management and advisory fees for the three months and year ended December 31, 2020 was primarily driven by a decrease in fee-generating capital in Gluskin Sheff’s public debt strategies and a decrease in fees from the Onex Partners Funds as realizations decreased the management fees in funds determined on the basis of limited partners’ net funded commitments. The decrease in management and advisory fees for the year ended December 31, 2020 was partially offset by the inclusion of a full year of management fees from the acquisition of Gluskin Sheff in June 2019. 20 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISSegment carried interest of $79 million was earned during the three months ended December 31, 2020 (2019 – $10 million) primarily as a result of changes in fair value of certain underlying investments in Onex Part- ners III, Onex Partners IV and Onex Partners V. Segment carried interest of $35 million was recognized during the year ended December 31, 2020 (2019 – net reversal of $5 million) primarily as a result of changes in fair value of certain underlying investments in Onex Partners IV and Onex Partners V. Carried interest is typically received only on the realization of underlying fund investments. During the three months and year ended December 31, 2020, Onex received less than $1 million in carried interest. At December 31, 2020, unrealized carried interest outstanding totalled $87 million (December 31, 2019 – $66 million). ($ millions) Onex Partners Funds ONCAP Funds Total Unrealized Carried Interest(1) As at December 31, 2019 Change in Fair Value As at December 31, 2020 $ 48 18 $ 66 $ 4 17 $ 21 $ 52 35 $ 87 (1) Excludes unrealized carried interest related to Onex’ capital. The actual amount of carried interest earned by Onex will depend on the ultimate performance of each underlying fund. Over the past five years, fee-generating capital under management has increased at a compound annual growth rate (“CAGR”) of 16%, which includes the fee-generating capital of Onex Falcon and Gluskin Sheff, which were acquired in December 2020 and June 2019, respectively. Fee-Generating Capital Under Management (December 31, 2015 to December 31, 2020) 32 30 28 26 24 22 20 18 16 14 12 10 8 s n o i l l i B 16% CAGR over the past five years Dec-2015 Dec-2016 Dec-2017 Dec-2018 Dec-2019 Dec-2020 Onex Corporation December 31, 2020 21 32 30 28 26 24 22 20 18 16 14 12 10 8 6 MANAGEMENT’S DISCUSSION AND ANALYSISSHARE PRICE Onex’ objective is to have the value of its investing and asset and wealth management activities reflected in its share price. These efforts are supported by a long-standing quarterly dividend and an active stock buy-back program. Onex has had an active share repurchase program for more than 20 years and has reduced its shares out- standing by more than half of the original share count at the time it launched the program in 1997. During 2020, $29 million was returned to shareholders through dividends and Onex repurchased and cancelled 9,780,411 SVS at a total cost of $444 million (C$595 million), or an average purchase price of $45.35 (C$60.86) per share. Through its dividends and share repurchase program, Onex has returned more than C$3.3 billion to shareholders since 1997. At December 31, 2020, Onex’ SVS closed at C$73.06, an 11% decrease from December 31, 2019. This compares to a 2% increase in the S&P/TSX Composite Index (“TSX”). The following chart shows the performance of Onex’ SVS in Canadian dollars during the year ended Decem- ber 31, 2020 relative to the TSX. Onex Relative Performance (CAD) (December 31, 2019 to December 31, 2020) ONEX (CAD) TSX 9 1 0 2 , 1 3 r e b m e c e D n o 0 0 1 t a d e x e d n I 120 110 100 90 80 70 60 50 40 TSX 2% ONEX (11)% 31-Dec-19 31-Jan-20 29-Feb-20 31-Mar-20 30-Apr-20 31-May-20 30-Jun-20 31-Jul-20 31-Aug-20 30-Sep-20 31-Oct-20 30-Nov-20 31-Dec-20 22 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSIS As a substantial portion of Onex’ investments and management fees are denominated in U.S. dollars, Onex’ Canadian dollar share price will also be impacted by the change in the exchange rate between the U.S. dollar and Canadian dollar. During the year ended December 31, 2020, the value of Onex’ SVS decreased by 10% in U.S. dollars compared to a 16% increase in the Standard & Poor’s 500 Index (“S&P 500”). The chart below shows the performance of Onex’ SVS in U.S. dollars during the year ended December 31, 2020 relative to the S&P 500. Onex Relative Performance (USD) (December 31, 2019 to December 31, 2020) ONEX (USD) S&P 500 9 1 0 2 , 1 3 r e b m e c e D n o 0 0 1 t a d e x e d n I 120 110 100 90 80 70 60 50 40 S&P 500 16% ONEX (10)% 31-Dec-19 31-Jan-20 29-Feb-20 31-Mar-20 30-Apr-20 31-May-20 30-Jun-20 31-Jul-20 31-Aug-20 30-Sep-20 31-Oct-20 30-Nov-20 31-Dec-20 Onex Corporation December 31, 2020 23 MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL REVIEW This section discusses the significant changes in Onex’ consolidated statement of earnings, consoli- dated balance sheet and consolidated statement of cash flows for the fiscal year ended December 31, 2020 compared to those for the year ended December 31, 2019 and, in selected areas, to those for the year ended December 31, 2018. In simple terms, Onex is an investor and asset manager. Users of the consolidated financial statements may note Investments and investing activity refer to the investment detailed line-item disclosures relating to intercompany of Onex’ shareholder capital primarily in its private equity loans. IFRS requires specific disclosures and presentation of funds, credit strategies and certain investments held out- intercompany loans between Onex and the Asset Managers, side the private equity funds and credit strategies. These and the Investment Holding Companies. Specifically, IFRS investments are held directly or indirectly through wholly- requires that: owned subsidiaries of Onex, which are referred to as Invest- • intercompany loans payable by Onex and the Asset Man- ment Holding Companies. While there are a number of agers to the Investment Holding Companies are recog- Investment Holding Companies, substantially all of these nized as liabilities in Onex’ consolidated balance sheets. companies consist of direct or indirect subsidiaries of Onex A corresponding and offsetting amount is recognized Private Equity Holdings LLC, Onex CLO Holdings LLC or within corporate investments in Onex’ consolidated bal- Onex Credit Holdings LLC. These three companies, which ance sheets, representing the related loans receivable are referred to as the Primary Investment Holding Compa- from Onex and the Asset Managers; and nies, are the holding companies for substantially all of Onex’ • intercompany loans payable by Investment Holding investments, excluding intercompany loans receivable from Companies to Onex and the Asset Managers are part of Onex and the Asset Managers. The Primary Investment the fair value measurement of Onex’ corporate invest- Holding Companies were formed in the United States. ments in the consolidated balance sheets, which reduces Asset management refers to the activity of manag- the fair value of Onex’ corporate investments. Onex clas- ing capital in Onex’ private equity funds, private credit strat- sifies the corresponding loans receivable from Investment egies, public debt strategies and public equity strategies. This Holding Companies within corporate investments in its activity is conducted through wholly-owned subsidiaries of consolidated balance sheets, which increases the value of Onex, which are the managers of the Onex Partners Funds, Onex’ corporate investments by the same amount as the ONCAP Funds, Onex Credit strategies and the Gluskin Sheff related loans payable. strategies. These subsidiaries are referred to as Onex’ Asset Managers and are consolidated by Onex. There is no impact to net assets or net earnings (loss) from these intercompany loans in Onex’ consolidated financial statements. 24 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSIS The simplified diagram below illustrates the types of subsidiaries included within Onex’ corporate structure and the basis on which they are accounted for. Intercompany loans between consolidated subsidiaries and investment holding companies(1) CORPORATION Consolidated Subsidiaries ASSET MANAGERS Investment Holding Companies(2) ONEX PRIVATE EQUITY HOLDINGS LLC ONEX CLO HOLDINGS LLC Private equity investments including Onex Partners and ONCAP Funds(3) Onex Credit CLO investments(3) ONEX CREDIT HOLDINGS LLC Onex Credit Fund and middle-market lending investments(3) (1) Onex Corporation and the consolidated asset management subsidiaries enter into intercompany loans that, in aggregate, have no net effect on Onex’ financial position. Intercompany loans payable by Onex and the consolidated subsidiaries to the Investment Holding Companies are recognized as liabilities in the consolidated balance sheets, with the corresponding loans receivable classified as an asset within corporate investments in the consolidated balance sheets. (2) Onex’ investments in the Investment Holding Companies are recorded as corporate investments at fair value through net earnings (loss). (3) Onex’ investments in private equity, middle-market lending, CLOs and Onex Credit Funds are typically held directly or indirectly through wholly-owned investment holding companies, which are subsidiaries of the Primary Investment Holding Companies identified above. On January 1, 2019, Onex determined that it met the defini- tion of an investment entity, as defined by IFRS 10, Consol- idated financial statements (“IFRS 10”). While this does not represent a change in accounting standards, this change from period-to-period comparisons and changes. Onex is required to provide comparative financial statements and to discuss in the accompanying MD&A both the current and prior period information and the changes therein. However, in status has fundamentally altered how Onex prepares, the change in Onex’ investment entity status and, as a result, pre sents and discusses its financial results relative to peri- the presentation of its financial results can cause direct ods ending on or before December 31, 2018. Accordingly, comparisons between dates or across periods to be inap- users of this MD&A and the consolidated financial state- propriate or not meaningful if not carefully considered in ments to which it relates should exercise significant cau- this context. Prior periods have not been restated to reflect tion in reviewing, considering and drawing conclusions the change in Onex’ investment entity status. Onex Corporation December 31, 2020 25 MANAGEMENT’S DISCUSSION AND ANALYSISC O N S O L I D A T E D O P E R A T I N G R E S U L T S Revenue recognition This section should be read in conjunction with Onex’ years ended December 31, 2020 and December 31, 2019 were The Company’s significant revenue streams during the consolidated statements of earnings and corresponding as follows: notes thereto. C R I T I C A L A C C O U N T I N G P O L I C I E S A N D E S T I M A T E S Corporate investments Corporate investments include Onex’ investments in its subsidiaries, primarily consisting of Investment Holding Companies, that meet the investment entity exception to consolidation criteria in IFRS 10. These subsidiaries primar- ily invest Onex’ shareholder capital in the Onex Partners Funds, ONCAP Funds and Onex Credit strategies. Corporate investments are measured at fair value through net earn- ings (loss) in accordance with IFRS 9, Financial instruments (“IFRS 9”). The fair value of corporate investments includes the fair value of both intercompany loans receivable from and payable to Onex and the Asset Managers. In addition, the fair value of corporate investments includes Onex’ por- tion of the carried interest earned on investments made by the Onex Partners and ONCAP Funds and the liability asso- ciated with management incentive programs, including the Management Investment Plan (the “MIP”). Substantially all of the Company’s corporate invest- ments, excluding intercompany loans, consisted of invest- ments made in the Primary Investment Holding Compa- nies and investments made in operating businesses directly by Onex. Intercompany loans with Investment Holding Companies Intercompany loans payable to Investment Holding Com- panies represent financial liabilities that are payable to subsidiaries of Onex, which are recorded at fair value in the consolidated financial statements. Intercompany loans receivable from Investment Holding Companies are classi- fied as corporate investments and represent loans receiv- able from subsidiaries of Onex, which are recorded at fair value in the consolidated financial statements. Onex has elected to measure these financial instruments at fair value through net earnings (loss) in accordance with IFRS 9. 26 Onex Corporation December 31, 2020 Management and advisory fees Onex earns management and advisory fees for managing investor capital through its private equity funds, private credit strategies, public debt strategies and public equity strategies, and for services provided directly to certain underlying operating businesses. Onex accounts for man- agement and advisory fees as revenue from contracts with customers using the five-step model outlined in note 1 to the 2020 annual consolidated financial statements. Asset management services are provided over time and the amount earned is generally calculated based on a percent- age of limited partners’ committed capital, limited partners’ net funded commitments, unfunded commitments, the col- lateral principal balance, gross invested assets or net asset value of the respective strategies. Revenues earned from management and advisory fees are recognized over time as the services are provided. Reimbursement of expenses from investment funds and operating businesses Certain deal investigation, research and other expenses incurred by the Asset Managers are recoverable from the Onex Partners Funds, ONCAP Funds, Onex Credit strategies and certain operating businesses of the Onex Partners and ONCAP Funds. These expense reimbursements are recog- nized as revenue in accordance with IFRS 15, Revenue from contracts with customers (“IFRS 15”). Performance fees Onex accounts for performance fees as revenue from con- tracts with customers using the five-step model outlined in note 1 to the 2020 annual consolidated financial statements. Performance fees are recognized as revenue to the extent the fees are highly probable to not reverse, which is typically at the end of each performance year, or upon closure of an account or transfer of assets to a different investment model. Performance fees associated with the management of the Gluskin Sheff Funds include both performance fees and performance allocations. Performance fees are deter- mined by applying an agreed-upon formula to the growth in the net asset value of clients’ assets under management. MANAGEMENT’S DISCUSSION AND ANALYSISPerformance allocations are allocated to the Company as a Areas that involve critical judgements, assump- General Partner of certain Gluskin Sheff Funds. Performance tions and estimates and that have a significant influence on fees associated with the Gluskin Sheff Funds range between the amounts recognized in the consolidated financial state- 10% and 20% and may be subject to performance hurdles. ments are further described as follows: Onex is also entitled to performance fees on inves- tor capital it manages within the Onex Credit strategies. Investment entity status Performance fees for these strategies range between 12.5% Judgement was required when determining whether Onex, and 20% of net gains and are generally subject to a hurdle or the parent company, meets the definition of an investment minimum preferred return to investors. entity, which IFRS 10 defines as an entity that: (i) obtains Contingent consideration funds from one or more investors for the purpose of provid- ing those investors with investment management services; Contingent consideration is established for business acqui- (ii) commits to its investors that its business purpose is to sitions where the Company has the obligation to transfer additional assets or equity interests to the former owners invest funds solely for returns from capital appreciation, investment income, or both; and (iii) measures and evalu- if specified future events occur or conditions are met. The ates the performance of substantially all of its investments fair value of contingent consideration liabilities is typically on a fair value basis. When determining whether Onex met based on the estimated future financial performance of the the definition of an investment entity under IFRS 10, Onex acquired business. Financial targets used in the estimation management applied significant judgement when assess- process include certain defined financial targets and inter- ing whether the Company measures and evaluates the per- nal rates of return. Contingent consideration is classified as formance of substantially all of its investments on a fair a liability when the obligation requires settlement in cash or value basis. Onex management also considered the impact other assets, and is classified as equity when the obligation of acquisitions made by the Company when determining requires settlement in own equity instruments. Contingent whether Onex met the definition of an investment entity consideration that is classified as a liability is remeasured at under IFRS 10. fair value at each reporting date, with changes in fair value Onex conducts its business primarily through recognized through net earnings (loss). controlled subsidiaries, which consist of entities providing asset management services, investment holding compa- Significant accounting estimates and judgements nies and General Partners of private equity funds, credit Onex prepares its consolidated financial statements in funds and limited partnerships. Certain of these subsidiaries accordance with IFRS. The preparation of financial state- were formed for legal, regulatory or similar reasons by Onex ments in conformity with IFRS requires management to and share a common business purpose. The assessment of make judgements, estimates and assumptions that affect whether Onex, the parent company, meets the definition of the reported amounts of assets, liabilities and equity, the an investment entity was performed on an aggregate basis related disclosures of contingent assets and liabilities at the with these subsidiaries. date of the financial statements, and the reported amounts of revenue, expenses and gains (losses) on financial instru- Corporate investments ments during the reporting period. Actual results could The measurement of corporate investments is significantly differ materially from those estimates and assumptions. impacted by the fair values of the investments held by the These estimates and underlying assumptions are reviewed Onex Partners Funds, ONCAP Funds and Onex Credit strat- on an ongoing basis. Revisions to accounting estimates are egies. The fair value of corporate investments is assessed at recognized in the period in which the estimate is revised if each reporting date with changes in fair value recognized the revision affects only that period, or in the period of the through net earnings (loss). revision and future periods if the revision affects both cur- The valuation of non-public investments requires rent and future periods. significant judgement due to the absence of quoted market values, inherent lack of liquidity and the long-term nature of such investments. Valuation methodologies include dis- counted cash flows and observations of the trading multiples Onex Corporation December 31, 2020 27 MANAGEMENT’S DISCUSSION AND ANALYSISof public companies considered comparable to the private time to expected exit from each investment, a risk-free rate companies being valued. Key assumptions made in the val- and an industry comparable historical volatility for each uations include unlevered free cash flows, including the investment. The fair value of the underlying investments timing of earnings projections and the expected long-term includes the same critical assumptions and estimates pre- revenue growth, the weighted average costs of capital and viously described. the exit multiples. The valuations take into consideration The changes in fair value of corporate investments company-specific items, the lack of liquidity inherent in a are further described on page 35 of this MD&A. non-public investment and the fact that comparable public companies are not identical to the companies being valued. The Company assessed whether its underlying subsidiaries Such considerations are necessary since, in the absence of met the definition of an investment entity, as defined under a committed buyer and completion of due diligence pro- IFRS 10. In certain circumstances, this assessment was per- cedures, there may be company-specific items that are not formed together with other entities that were formed in fully known that may affect the fair value. A variety of addi- tional factors are reviewed, including, but not limited to, connection with each other for legal, regulatory or similar reasons. Similarly, where a subsidiary’s current business financing and sales transactions with third parties, current purpose is to facilitate a common purpose with a group of operating performance and future expectations of the par- entities, the assessment of whether those subsidiaries met ticular investment, changes in market outlook and the third- the definition of an investment entity was performed on an party financing environment. In determining changes to aggregated basis. the fair value of the underlying private equity investments, Certain subsidiaries were formed for various busi- emphasis is placed on current company performance and ness purposes that, in certain circumstances, have evolved market conditions. since their formation. When the Company assessed whether For publicly traded investments, the valuation is these subsidiaries met the definition of an investment entity, based on closing market prices less adjustments, if any, for as defined under IFRS 10, professional judgement was exer- regulatory and/or contractual sale restrictions. cised to determine the primary business purpose of these The fair value of underlying investments in Onex subsidiaries and the measurement basis, which were signif- Credit strategies that are not quoted in an active market may icant factors in determining their investment entity status. be determined by using reputable pricing sources (such as pricing agencies) or indicative prices from bond/debt Business combination market makers. Broker quotes as obtained from the pricing Onex acquired Onex Falcon and Gluskin Sheff in December sources may be indicative and not executable or binding. 2020 and June 2019, respectively, and accounted for these Judgement and estimates are exercised to determine the quantity and quality of the pricing sources used. Where no market data is available, positions may be valued using acquisitions as business combinations in accordance with IFRS 3, Business combinations. Substantially all of the iden- tifiable assets and liabilities of Onex Falcon and Gluskin models that include the use of third-party pricing informa- Sheff were recorded at their respective fair values on the tion and are usually based on valuation methods and tech- dates of acquisition. One of the most significant areas of niques generally recognized as standard within the industry. judgement and estimation related to the determination of Models use observable data to the extent practicable. How- the fair values of these assets and liabilities, including the ever, areas such as credit risk (both own and counterparty), fair value of contingent consideration, where applicable. volatilities and correlations may require estimates to be Investments were valued at market prices while intangi- made. Changes in assumptions about these factors could ble assets that were identified were valued by independent affect the reported fair value of the underlying investments external valuation experts using appropriate valuation in Onex Credit strategies. techniques, which were generally based on a forecast of the Management incentive programs are included in total expected future net cash flows. These valuations were the fair value of corporate investments and are determined linked closely to the assumptions made by management using an internally developed valuation model. The critical regarding the future performance of the assets concerned assumptions and estimates used in the valuation model and any changes in the discount rate applied. include the fair value of the underlying investments, the 28 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISGoodwill impairment tests and recoverability of assets income and benefits from available tax strategies are low- The Company tests at least annually whether goodwill has ered, or if changes in current tax regulations are enacted suffered any impairment in accordance with its accounting that impose restrictions on the timing or extent of the Com- policies. The determination of the recoverable amount of a pany’s ability to utilize future tax benefits. cash-generating unit to which goodwill is allocated involves The Company uses significant judgement when the use of estimates by management. The Company gener- determining whether to recognize deferred tax liabilities ally uses discounted cash flow-based methods to determine with respect to taxable temporary differences associated these values. These discounted cash flow calculations typi- with corporate investments, in particular whether the cally use five-year projections that are based on the operat- Company is able to control the timing of the reversal of the ing plans approved by management. Cash flow projections temporary differences and whether it is probable that the take into account past experience and represent manage- tem porary differences will not reverse in the foreseeable ment’s best estimate of future developments. Cash flows future. Judgement includes consideration of the Company’s after the planning period are extrapolated using estimated growth rates. Key assumptions on which management has future cash requirements in its numerous tax jurisdictions. based its determination of fair value less costs to sell and Legal provisions and contingencies value in use include estimated growth rates, weighted aver- The Company in the normal course of operations can age cost of capital and tax rates. These estimates, including become involved in various legal proceedings. While the the methodology used, can have a material impact on the Company cannot predict the final outcome of such legal respective values and ultimately the amount of any goodwill proceedings, the outcome of these matters may have a impairment. Likewise, whenever property, equipment and material effect on the Company’s consolidated financial other intangible assets are tested for impairment, the deter- position, results of operations or cash flows. Management mination of the assets’ recoverable amount involves the regularly analyzes current information about these mat- use of estimates by management and can have a material ters and provides provisions for probable contingent losses, impact on the respective values and ultimately the amount including an estimate of legal expenses to resolve the of any impairment. Income taxes matters. Internal and external counsel are used for these assessments. In making the decision regarding the need for provisions, management considers the degree of probabil- The Company operates and earns income in various coun- ity of an unfavourable outcome and the ability to make a tries and is subject to changing tax laws or application of tax sufficiently reliable estimate of the amount of loss. The fil- laws in multiple jurisdictions within these countries. Sig- ing of a suit or formal assertion of a claim or the disclosure nificant judgement is necessary in determining worldwide of any such suit or assertion does not automatically indi- income tax liabilities. Although management believes that cate that a provision may be appropriate. it has made reasonable estimates about the final outcome of tax uncertainties, no assurance can be given that the final Impact of COVID-19 on significant estimates outcome of these tax matters will be consistent with what is During March 2020, the World Health Organization char- reflected in the historical income tax provisions. Such dif- acterized COVID-19 as a pandemic. COVID-19 has had a ferences could have an effect on income tax liabilities and material adverse impact on global economies, including deferred tax liabilities in the period in which such determi- economies that the underlying private equity operating nations are made. At each balance sheet date, the Company businesses operate in, as well as global credit markets. As assesses whether the realization of future tax benefits is a result of COVID-19, the fair value estimates of the Com- sufficiently probable to recognize deferred tax assets. This pany’s private equity investments were impacted as follows: assessment requires the exercise of judgement on the part • higher weightings were given to valuation approaches of management with respect to, among other things, bene- that reflected more current market information; fits that could be realized from available tax strategies and • cash flow forecasts used in discounted cash flow valuation future taxable income, as well as other positive and negative models were updated to reflect the known and expected factors. The recorded amount of total deferred tax assets impacts of COVID-19, which resulted in an overall reduc- could be reduced if estimates of projected future taxable tion in expected future cash flows; and Onex Corporation December 31, 2020 29 MANAGEMENT’S DISCUSSION AND ANALYSIS• risk premiums implied by equity and credit markets due Onex Partners and ONCAP Funds’ operating businesses and to the uncertainty surrounding the long-term impacts of Onex Credit investments, the exposures, risks and contin- COVID-19 were considered. gencies that could impact Onex’ investments may be many, varied and material. Certain of those matters are discussed As a result of the above impacts, certain private equity under the heading “Risk Factors” in Onex’ 2020 Annual investments held by the Company reflected significant fair Information Form. value declines. In addition, the fair values of Onex’ underlying investments in Onex Credit strategies are impacted by the Determining the impact of COVID-19 on the valuation of CLO market, leveraged loan market and credit risk (both the Company’s corporate investments and the recover- own and counterparty), which may vary substantially from able amount of the Company’s goodwill and intangible quarter to quarter and year to year. assets required significant judgement given the amount of uncertainty regarding the long-term impact of COVID-19. The ultimate impact of COVID-19 on the financial results of the Company will depend on future developments, includ- ing the duration and spread of the pandemic and related advisories and restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertain and difficult to predict. If the financial markets and/or the overall economy are impacted for a period significantly longer than currently implied by the markets, the financial results of the Company, including the fair value of its corporate investments, may be materi- ally adversely affected. V A R I A B I L I T Y O F R E S U L T S A C Q U I S I T I O N O F F A L C O N In December 2020, Onex Credit acquired 100% of Falcon Investment Advisors, LLC (“Falcon” or “Onex Falcon”) for a value of $131 million. Falcon is a leading U.S. private credit manager, which provides private credit financing solutions and employs an opportunistic approach to mezzanine and other direct lending investments for U.S. middle-market companies. The Company acquired Falcon to grow and complement its existing credit platform. Following the acquisition, the business will operate as Onex Falcon. The purchase price consisted of $98 million paid on closing of the transaction and additional amounts of up to $80 million payable based primarily on Onex Falcon’s finan- cial performance in 2022 to 2024 and the size and perfor- Onex’ consolidated operating results may vary substantially mance of future funds to be launched by Onex Falcon. The from quarter to quarter and year to year for a number of contingent consideration was recognized at a fair value of reasons. Those reasons may be significant with respect to $33 million as part of the purchase price for the transaction. (i) Onex’ asset and wealth management activities and the Onex determined that Onex Falcon and the fees and carried interest associated therewith; (ii) the aggre- wholly-owned subsidiaries that were formed to acquire gate fair value of its investments in and related to the pri- the company did not meet the definition of an investment vate equity funds, including the underlying private equity entity under IFRS 10 and that the entities’ primary busi- operating businesses, and credit strategies as the result of ness purpose, as a whole, is to provide investment-related not only changes in specific underlying values but also new services. As such, Onex’ December 31, 2020 consolidated investments or realizations by those funds; or (iii) Onex’ balance sheet includes the assets and liabilities of Onex cash position or the amount and value of its treasury invest- Falcon and the wholly-owned subsidiaries that were ments. More broadly, Onex’ results may be materially formed to acquire the company. No revenues, expenses or affected by such factors as changes in the economic or polit- operating cash flows from Onex Falcon were recognized ical environment, foreign exchange and interest rates, the in Onex’ statements of earnings and cash flows given the value of stock-based compensation, and tax and trade legis- short operating period from the date of acquisition of lation or its application, for example. Given the diversity of Onex Falcon to December 31, 2020. Onex’ asset and wealth management businesses and of the 30 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSIS A C Q U I S I T I O N O F G L U S K I N S H E F F In June 2019, Onex acquired 100% of Gluskin Sheff for C$445 million ($329 million). Gluskin Sheff is a Canadian R E V I E W O F C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S A N D F O U R T H Q U A R T E R R E S U L T S wealth management firm serving high net worth families The discussions that follow identify those material factors and institutional investors. The Company acquired Gluskin that affected Onex’ consolidated financial results for the Sheff to diversify and expand its distribution channels and to year ended December 31, 2020. As a result of the change grow its fee-generating assets under management. As part of in Onex’ investment entity status on January 1, 2019, most the acquisition, certain members of the Gluskin Sheff man- financial statement line items are not comparable to the agement team exchanged their Gluskin Sheff common shares financial results for the year ended December 31, 2018. for Onex SVS and limited partnership units from a subsidi- ary of Onex. In connection with this transaction, Onex issued 247,359 SVS with a fair value of $13 million (C$18 million) and limited partnership units of an Onex consolidated subsidi- Consolidated net earnings Onex recorded consolidated net earnings of $597 million and net earnings per diluted share of $6.61 during the three ary with a fair value of $8 million (C$11 million), in addition months ended December 31, 2020 compared to net earnings to cash consideration paid of $308 million (C$416 million). of $187 million and net earnings per diluted share of $1.86 Gluskin Sheff’s revenues and expenses are substantially recorded during the three months ended December 31, 2019. denominated in Canadian dollars. Onex recorded consolidated net earnings of Onex determined that Gluskin Sheff and the whol- $730 million and net earnings per diluted share of $7.63 ly-owned subsidiaries that were formed to acquire the com- during the year ended December 31, 2020 compared to net pany did not meet the definition of an investment entity earnings of $4.3 billion and net earnings per diluted share of under IFRS 10 and that the entities’ primary business pur- $42.74 recorded during the year ended December 31, 2019, pose, as a whole, is to provide investment-related services. which included a non-recurring net gain of $3.5 billion as a As such, Onex consolidates the financial results of Gluskin result of the derecognition of previously consolidated cor- Sheff and the wholly-owned subsidiaries that were formed porate investments following the change in Onex’ invest- to acquire the company. ment entity status. Onex Corporation December 31, 2020 31 MANAGEMENT’S DISCUSSION AND ANALYSIS Tables 1 and 2 present the segmented results for the three investing segment income and increased Onex’ asset and months and year ended December 31, 2020 and Decem- wealth management segment income, with no net impact to ber 31, 2019. Onex’ segmented results include allocations total segment net earnings. of management fees and carried interest that would have Onex’ segmented results exclude revenues and been recognized on Onex’ capital in the Onex Partners and expenses associated with recoverable expenses from the ONCAP Funds had Onex’ capital been subject to the same Onex Partners Funds, ONCAP Funds, Onex Credit strategies terms as third-party limited partners. These allocations are and the operating businesses of Onex Partners and ONCAP. made as this presentation of segmented results is used by Onex management excludes these amounts when assess- Onex management, in part, to assess Onex’ performance. ing Onex’ performance given the nature of these expenses, During the three months and year ended December 31, 2020 which are recoverable at cost. and 2019, these allocations, on a net basis, decreased Onex’ TABLE 1 ($ millions) Three Months Ended December 31, 2020 Three Months Ended December 31, 2019 Asset and Wealth Investing Management(a) Total Investing Asset and Wealth Management(a) Total Net gain on corporate investments (including an increase in carried interest) $ 609(b)(c) $ 79(b) $ 688(b)(c) $ 156(b)(c) $ 10(b) $ 166 (b)(c) Management and advisory fees Performance fees Interest and net treasury investment income Other income Total segment income Compensation Amortization of right-of-use assets Other expenses Segment net earnings – – – – 609 – – – 76(c) 16 – 1 172 (61) (2) (10) 76(c) 16 – 1 781 (61) (2) (10) – – 4 – 160 – – – 82(c) 23 – 1 116 (48) (2) (15) 82 (c) 23 4 1 276 (48) (2) (15) $ 609 $ 99 $ 708 $ 160 $ 51 $ 211 Stock-based compensation expense Amortization of property and equipment, and other intangible assets, excluding right-of-use assets Acquisition and integration expenses Earnings before income taxes Recovery of income taxes Net earnings Segment net earnings per share (d) Net earnings per share – diluted (87) (12) (12) $ 597 – $ 597 $ 7.72 $ 6.61 (7) (13) (5) $ 186 1 $ 187 $ 2.04 $ 1.86 (a) The asset and wealth management segment includes the costs of Onex’ corporate functions. (b) The asset and wealth management segment includes an allocation of $25 million (2019 – $1 million) from the investing segment, representing carried interest that would have been earned by the asset and wealth management segment had Onex’ capital been subject to carried interest under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. (c) The asset and wealth management segment includes an allocation of $14 million (2019 – $15 million) from the investing segment, representing management fees that would have been earned by the asset and wealth management segment had Onex’ capital been subject to management fees under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. (d) Calculated on a fully diluted basis. Segment net earnings per share is a non-GAAP financial measure. A reconciliation of segment net earnings to net earnings is provided in the table above. 32 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISTABLE 2 ($ millions) Year Ended December 31, 2020 Year Ended December 31, 2019 Asset and Wealth Investing Management(a) Total Investing Asset and Wealth Management(a) Total Net gain (loss) on corporate investments (including an increase in carried interest) $ 757(b)(c) $ 35(b) $ 792(b)(c) $ 743(b)(c) $ (5)(b) $ 738 (b)(c) Management and advisory fees Performance fees Interest and net treasury investment income Other income Total segment income Compensation Amortization of right-of-use assets Other expenses – – 16 – 773 – – – 300(c) 300(c) 16 – 3 16 16 3 354 1,127 (207) (10) (50) (207) (10) (50) – – 14 – 757 – – (1) 302(c) 24 – 3 324 (178) (9) (57) 302 (c) 24 14 3 1,081 (178) (9) (58) Segment net earnings $ 773 $ 87 $ 860 $ 756 $ 80 $ 836 Stock-based compensation recovery (expense) Amortization of property and equipment, and other intangible assets, excluding right-of-use assets Acquisition and integration expenses Impairment of goodwill Gain on derecognition of previously consolidated corporate investments Reclassification from accumulated other comprehensive loss on derecognition of previously consolidated corporate investments Earnings before income taxes Recovery of income taxes Net earnings Segment net earnings per share (d) Net earnings per share – diluted 21 (47) (19) (85) – – $ 730 – $ 730 $ 8.95 $ 7.63 (60) (36) (50) – 3,719 (170) $ 4,239 38 $ 4,277 $ 8.09 $ 42.74 (a) The asset and wealth management segment includes the costs of Onex’ corporate functions. (b) The asset and wealth management segment includes an allocation of $14 million (2019 – net reversal of $4 million) from the investing segment, representing carried interest that would have been earned by the asset and wealth management segment had Onex’ capital been subject to carried interest under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. (c) The asset and wealth management segment includes an allocation of $56 million (2019 – $61 million) from the investing segment, representing management fees that would have been earned by the asset and wealth management segment had Onex’ capital been subject to management fees under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. (d) Calculated on a fully diluted basis. Segment net earnings per share is a non-GAAP financial measure. A reconciliation of segment net earnings to net earnings is provided in the table above. Onex Corporation December 31, 2020 33 MANAGEMENT’S DISCUSSION AND ANALYSISTable 3 presents the net earnings (loss) attributable to equity holders of Onex Corporation and non-controlling interests. Net Earnings (Loss) ($ millions) TABLE 3 Year ended December 31 Net earnings (loss) attributable to: Equity holders of Onex Corporation Non-controlling interests Net earnings (loss) for the year 2020 2019 2018 $ 730 − $ 730 $ 4,277 – $ 4,277 $ (663) (133) $ (796) During the year ended December 31, 2020, basic and diluted earnings per share were $7.64 (2019 – $42.78) and $7.63 (2019 – $42.74), respectively. Basic and diluted earnings (loss) per share during the year ended December 31, 2018 are pre- sented in table 4. Net Earnings (Loss) per SVS of Onex Corporation ($ per share) TABLE 4 Year ended December 31 Basic and Diluted: Continuing operations Discontinued operations Net loss per SVS for the year 2018 $ (7.05) 0.48 $ (6.57) 34 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISConsolidated income for the three months and year ended December 31, 2020 and December 31, 2019 Consolidated income for the three months and year ended private equity funds, private credit strategies, public debt strategies and public equity strategies. The net gains on corporate investments in the investing December 31, 2020 and December 31, 2019 primarily con- segment of $609 million and $757 million for the three sisted of: (i) a net gain on corporate investments, which months and year ended December 31, 2020, respectively primarily consisted of Onex’ share of the net gain in the (2019 – $156 million and $743 million, respectively) were Onex Partners Funds and ONCAP Funds; and (ii) manage- primarily attributable to the following private equity invest- ment and advisory fees, which Onex earns primarily from ments and Onex Credit strategies: managing client and limited partner capital through its TABLE 5 ($ millions) Net Gain (Loss) on Private Equity Investments Three Months Ended December 31, 2020 Three Months Ended December 31, 2019 Year Ended December 31, 2020 Year Ended December 31, 2019 Onex Partners Funds(a) Onex Partners I Onex Partners II Onex Partners III Onex Partners IV Onex Partners V Management incentive programs Total net gain from Onex Partners Funds ONCAP Funds(a) ONCAP II ONCAP III ONCAP IV Management incentive programs Total net gain from ONCAP Funds Net gain from other private equity investments Management fees on Onex’ capital(b) Carried interest on Onex’ capital(c) Total net gain from private equity $ – (6) 50 149 181 (40) 334 17 32 39 (16) 72 116 (14) (25) $ – $ – $ 1 (27) 45 108 46 (88) 84 17 12 15 (6) 38 39 (15) (1) (32) (103) 569 149 (96) 487 (4) 62 69 (26) 101 213 (56) (14) (48) 24 793 48 (136) 682 10 8 (4) – 14 44 (61) 4 $ 483 $ 145 $ 731 $ 683 (a) Onex’ investments in the Onex Partners and ONCAP Funds include co-investments, where applicable. (b) Represents management fees that would have been incurred had Onex’ capital been subject to management fees under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. These management fees reduce Onex’ investing segment income and increase Onex’ asset and wealth management segment income. (c) Represents carried interest that would have been recognized had Onex’ capital been subject to carried interest under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. The carried interest allocations increase (decrease) Onex’ investing segment income, with a corresponding decrease (increase) in Onex’ asset and wealth management segment income. Onex Corporation December 31, 2020 35 MANAGEMENT’S DISCUSSION AND ANALYSISDuring the three months ended December 31, 2020, the net In the Onex Partners Funds, the increase in fair gain from private equity investments was primarily driven by value of Onex Partners IV was primarily due to Clarivate increases in the fair value of Onex’ investments in the Onex Analytics, PowerSchool and SIG, partially offset by underly- Partners funds. The increase in fair value of Onex Partners V ing fair value decreases of ASM Global. The decrease in fair was primarily due to some improvement in the fair values of value of Onex Partners III was primarily due to the underly- Emerald and WestJet. The increase in fair value of Onex Part- ing fair value decrease of Emerald. ners IV was primarily due to Parkdean Resorts, PowerSchool, The increase in fair value of other private equity SCP Health and SIG, partially offset by the underlying fair investments during the year ended December 31, 2020 was value decrease of Clarivate Analytics. primarily due to RSG. The increase in fair value of other private equity investments during the three months ended December 31, During the three months and year ended December 31, 2020 was primarily due to RSG. During the year ended December 31, 2020, the net gain from 2019, net gains on corporate investments were primarily driven by the net increase in fair value of Onex’ investment in Onex Partners IV, partially offset by a decrease in fair private equity investments reflected the overall resiliency value related to changes to the Onex management team’s and diversification of the operating businesses that Onex participation, as described on page 60 of this MD&A. The has invested in directly or through the Onex Partners and net increase in the fair value of Onex’ investment in Onex ONCAP Funds, despite certain operating businesses having Partners IV during the three months ended December 31, individually declined in fair value as a result of being more 2019 was primarily driven by an increase in the underly- directly impacted by the market volatility and economic dis- ing fair value of SIG. The net increase in the fair value of ruption resulting from the COVID-19 pandemic, as more fully Onex’ investment in Onex Partners IV during the year ended described on page 29 of this MD&A. The net gain from private December 31, 2019 was primarily driven by increases in the equity investments benefitted slightly from the weakening of underlying fair values of Clarivate Analytics, Jack’s and SIG, the U.S. dollar against the Canadian dollar and pound sterling partially offset by a decrease in the fair values of Save-A-Lot during the year ended December 31, 2020, which increased and Survitec. the fair value of certain underlying investments. TABLE 6 ($ millions) Net Gain on Investments in Onex Credit Strategies Onex Credit Strategies U.S. CLOs EURO CLOs CLO warehouses Middle-market lending Senior loan strategies Opportunistic and special situation strategies Structured credit and high yield strategies Three Months Ended December 31, 2020 Three Months Ended December 31, 2019 Year Ended December 31, 2020 Year Ended December 31, 2019 $ 90 23 – 7 8 6 – $ 7 $ 33 $ 33 2 – 2 3 (2) – (3) 5 3 5 10 1 – 8 7 16 – – Total net gain from Onex Credit Strategies $ 134 $ 12 $ 54 $ 64 36 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSIS The net gain on investments in Onex Credit strategies rec- During the three months ended December 31, 2019, ognized during the three months and year ended Decem- the net gain on investments in Onex Credit strategies was ber 31, 2020 was primarily driven by net gains from the primarily driven by increases in fair value of Onex’ invest- Onex Credit CLOs due to a strengthening of the leveraged ments in the U.S. and EURO CLOs. loan market following the market volatility and economic During the year ended December 31, 2019, the net disruption resulting from the COVID-19 pandemic, as more gain on investments in Onex Credit strategies was primarily fully described on page 29 of this MD&A. driven by increases in fair value of Onex’ investments in the U.S. CLOs, driven by the strengthening of the leveraged loan market, and increases in fair value of Onex’ investments in senior loan strategies. Management and advisory fees for the three months ended December 31, 2020 and December 31, 2019 were generated from the following sources: TABLE 7 ($ millions) Source of management and advisory fees Onex Partners Funds (a) Public Debt and Equity Strategies Onex Credit Strategies ONCAP Funds (b) Total management and advisory fees earned Management fees on Onex’ capital (c) Total segment management and advisory fees Management and Advisory Fees Three Months Ended December 31, 2020 Three Months Ended December 31, 2019 Change in Total $ 28 14 15 5 $ 62 14 $ 76 $ 31 $ (3) 18 13 5 $ 67 15 $ 82 (4) 2 – $ (5) (1) $ (6) (a) Includes advisory fees earned from Onex Partners operating businesses. (b) Includes advisory fees earned from ONCAP operating businesses. (c) Represents management fees that would have been earned had Onex’ capital been subject to management fees under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. These management fees reduce Onex’ investing segment income in the period and increase Onex’ asset and wealth management segment income. The decrease in segment management and advisory fees for the three months ended December 31, 2020 was primarily driven by a decrease in fee-generating capital in Gluskin Sheff’s public debt strategies and the Onex Partners Funds, as realizations decreased the management fees in funds determined on the basis of limited partners’ net funded commitments. Onex Corporation December 31, 2020 37 MANAGEMENT’S DISCUSSION AND ANALYSISManagement and advisory fees for the years ended December 31, 2020 and 2019 were generated from the following sources: TABLE 8 ($ millions) Management and Advisory Fees Year Ended December 31, 2020 Year Ended December 31, 2019 Change in Total Source of management and advisory fees Onex Partners Funds (a) Public Debt and Equity Strategies (b) Onex Credit Strategies ONCAP Funds (c) Total management and advisory fees earned Management fees on Onex’ capital (d) Total segment management and advisory fees $ 112 $ 129 $ (17) 61 54 17 $ 244 56 $ 300 43 52 17 $ 241 61 $ 302 18 2 – 3 (5) $ $ (2) (a) Includes advisory fees earned from Onex Partners operating businesses. (b) Includes management fees earned from Gluskin Sheff since June 2019, when Onex acquired the company. (c) Includes advisory fees earned from ONCAP operating businesses. (d) Represents management fees that would have been earned had Onex’ capital been subject to management fees under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. These management fees reduce Onex’ investing segment income in the period and increase Onex’ asset and wealth management segment income. The decrease in segment management and advisory fees for the year ended December 31, 2020 was primarily due to a decrease from the Onex Partners Funds as realizations decreased the management fees in funds determined on the Consolidated revenues and cost of sales for the three months and year ended December 31, 2018 Consolidated revenues and cost of sales for the three basis of limited partners’ net funded commitments, substan- months and year ended December 31, 2018 were primarily tially offset by the acquisition of Gluskin Sheff in June 2019. derived from products sold and services rendered by the Certain deal investigation, research and other costs incurred ONCAP Funds. During the three months and years ended by the Asset Managers are recoverable from the Onex Part- December 31, 2020 and 2019, Onex did not recognize any ners Funds, ONCAP Funds, Onex Credit strategies and the revenues or cost of sales from the controlled operating com- operating businesses of Onex Partners and ONCAP. These panies of the Onex Partners and ONCAP Funds in its consol- controlled operating companies of the Onex Partners and cost reimbursements are recognized as revenue in accor- dance with IFRS 15, Revenue from contracts with custom- ers (“IFRS 15”). During the three months and year ended December 31, 2020, Onex recognized $6 million and $14 mil- lion, respectively, in revenues and expenses associated with these reimbursements (2019 – $8 million and $24 million, respectively). idated statements of earnings following the change in the Company’s investment entity status on January 1, 2019. 38 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISTable 9 provides revenues and cost of sales by industry segment for the three months and year ended December 31, 2018. Revenues and Cost of Sales by Industry Segment for the Three Months and Year Ended December 31, 2018 TABLE 9 ($ millions) Three Months Ended December 31, 2018 Year Ended December 31, 2018 Revenues Cost of Sales Revenues Cost of Sales Electronics Manufacturing Services $ 1,727 $ 1,585 $ 6,633 $ 6,117 Healthcare Imaging Insurance Services (a) Packaging Products and Services (b) Business and Information Services (c) Food Retail and Restaurants (d) Credit Strategies (e) Other(f) Total 421 197 844 404 1,096 – 1,401 257 – 565 166 979 – 1,015 1,601 793 2,776 1,647 4,467 3 5,865 959 – 1,839 699 3,838 – 4,111 $ 6,090 $ 4,567 $ 23,785 $ 17,563 Results are reported in accordance with IFRS. These results may differ from those reported by the individual operating companies. (a) The insurance services segment consisted of York, which reported its costs in operating expenses. (b) The packaging products and services segment consisted of IntraPac, Precision, sgsco and SIG. Precision began to be consolidated in August 2018, after the business was acquired by the ONCAP IV Group. (c) The business and information services segment consisted of Clarivate Analytics, Emerald and ASM (formerly SMG). ASM began to be consolidated in January 2018, after the business was acquired by the Onex Partners IV Group. (d) The food retail and restaurants segment consisted of Jack’s and Save-A-Lot. (e) The credit strategies segment consisted of (i) Onex Credit Manager, (ii) Onex Credit CLOs, (iii) Onex Credit Funds and (iv) Middle-Market Lending. Costs of the credit strategies segment were recorded in operating expenses. (f) 2018 other included Flushing Town Center, KidsFoundation (since November 2018), Meridian Aviation, Parkdean Resorts, SCP Health, Survitec, WireCo, the operating companies of ONCAP II, III and IV (excluding IntraPac and Precision) and the parent company. Compensation Compensation expense for the three months ended Decem- Stock-based compensation recovery (expense) During the three months ended December 31, 2020, Onex ber 31, 2020 was $61 million compared to $48 million during recorded a consolidated stock-based compensation expense the same period in 2019. The increase in compensation of $87 million compared to $7 million during the same expense was primarily due to an increase in compensation period in 2019. The stock-based compensation expense to support growth at Onex Credit. recorded during the three months ended December 31, 2020 Compensation expense for the year ended Decem- was primarily due to the 23% increase in the market value of ber 31, 2020 was $207 million compared to $178 million Onex’ shares to C$73.06 at December 31, 2020 from C$59.40 during the same period in 2019. The increase in compen- at September 30, 2020. sation expense was primarily due to the compensation During the year ended December 31, 2020, Onex expense of Gluskin Sheff, which was acquired in June 2019, recorded a consolidated stock-based compensation recovery and an increase in compensation to support growth at of $21 million compared to an expense of $60 million during Onex Credit. the same period in 2019. The stock-based compensation recovery recorded during the year ended December 31, 2020 was primarily due to the 11% decrease in the market value of Onex’ shares to C$73.06 at December 31, 2020 from C$82.17 at December 31, 2019. This compares to an 11% increase during the same period in 2019. Onex Corporation December 31, 2020 39 MANAGEMENT’S DISCUSSION AND ANALYSISTable 10 details the change in stock-based compensation recovery (expense). TABLE 10 ($ millions) Three Months Ended December 31 Year Ended December 31 Stock Option Plan Director DSU Plan Total stock-based compensation 2020 $ (86) (1) 2019 $ (6) (1) Change $ (80) – 2020 $ 20 1 2019 $ (59) (1) Change $ 79 2 recovery (expense) $ (87) $ (7) $ (80) $ 21 $ (60) $ 81 Amortization of property, equipment and intangible assets Amortization of property, equipment and intangible assets The impairment for Gluskin Sheff was calculated on a fair value less costs of disposal basis, which resulted in a recoverable amount of C$310 million ($219 million) as for the three months and year ended December 31, 2020 at March 31, 2020. As a result of the impairment charge, was $14 million (2019 – $15 million) and $57 million (2019 – goodwill associated with the acquisition of Gluskin Sheff $45 million), respectively, and consisted primarily of amor- was reduced to a value of C$146 million ($114 million) as at tization expense of client relationship intangible assets, December 31, 2020. right-of-use assets and leasehold improvements related Management determined that the goodwill and to Onex’ leased premises. The increase in amortization of intangible assets associated with the acquisition of Onex property, equipment and intangible assets for the year Credit were not impaired as at March 31, 2020, based on ended December 31, 2020 was primarily due to the acquisi- their value in use. tion of Gluskin Sheff, which was acquired in June 2019. Impairment of goodwill During the fourth quarter of 2020, management concluded Acquisition, integration and other expenses During the three months and year ended December 31, 2020, acquisition, integration and other expenses were $22 million that the goodwill and intangible assets associated with the and $69 million, respectively, compared to $20 million and acquisitions of Gluskin Sheff and Onex Credit were not $108 million, respectively, during the same periods in 2019. impaired. The decrease in acquisition, integration and other expenses Management concluded that as at March 31, 2020, during the year ended December 31, 2020 was primarily conditions existed which may indicate that goodwill and driven by the recognition of a $41 million expense during intangible assets associated with the acquisitions of Gluskin the second quarter of 2019 related to the former Onex Credit Sheff and Onex Credit were impaired as a result of the CEO’s participation in the Onex Credit business. market volatility and economic disruption which began in March 2020 in connection with the COVID-19 pandemic, as described on page 29 of this MD&A. As a result, manage- ment tested the goodwill and intangible assets of Gluskin Gain on derecognition of previously consolidated corporate investments As a result of a change in Onex’ investment entity status on Sheff and Onex Credit for impairment as at March 31, 2020 January 1, 2019, a non-recurring gain on derecognition of and recorded a goodwill impairment charge of C$114 mil- previously consolidated corporate investments of $3.7 bil- lion ($85 million) associated with the goodwill of Gluskin Sheff, measured in accordance with IAS 36, Impairment of Assets (“IAS 36”). The impairment was primarily due to the decrease in assets under management as a result of the lion was recorded in the consolidated statement of earnings for the year ended December 31, 2019. The gain represented the difference between the fair value of previously consol- idated corporate investments and their carrying values on COVID-19 pandemic, as described on page 29 of this MD&A. January 1, 2019. 40 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISReclassification from accumulated other comprehensive loss on derecognition of previously consolidated corporate investments As a result of a change in Onex’ investment entity status on January 1, 2019, a non-recurring $170 million loss was reclas- tax recovery recognized during the three months and year ended December 31, 2019, respectively. The deferred tax liability and deferred tax asset will be amortized over the useful life of the limited life intangible assets. sified from accumulated other comprehensive loss to net earnings for the year ended December 31, 2019 as a result Other comprehensive earnings (loss) Other comprehensive earnings of $12 million for the three of the derecognition of previously consolidated corporate months ended December 31, 2020 were due to favourable investments. The accumulated other comprehensive loss currency translation adjustments associated with the con- primarily consisted of currency translation adjustments. solidation of Gluskin Sheff’s net assets. Other comprehensive earnings of $7 million for the Recovery of income taxes As a result of the acquisition of Gluskin Sheff in June 2019, Onex recognized a deferred tax liability attributable to the three months ended December 31, 2019 were due to favour- able currency translation adjustments associated with the consolidation of Gluskin Sheff’s net assets. Other compre- acquired limited life intangible assets of Gluskin Sheff, hensive earnings of $184 million for the year ended Decem- which was included in the acquired net assets of Gluskin ber 31, 2019 were due to the $170 million reclassification of Sheff, as described in note 2 to the consolidated financial accumulated other comprehensive loss of the previously statements. In connection with this transaction, Onex rec- consolidated operating companies to the consolidated ognized a deferred tax asset relating to income tax losses statement of earnings as a result of the change in Onex that are available to offset this future income tax liability, investment entity status under IFRS 10, as well as favourable resulting in a $1 million and $38 million deferred income currency translation adjustments of $14 million. S U M M A R Y O F Q U A R T E R L Y I N F O R M A T I O N Table 11 summarizes Onex’ key consolidated financial information for the last eight quarters. Consolidated Quarterly Financial Information ($ millions except TABLE 11 per share amounts) 2020 2019 December September June March December September June March Total segment income (loss) $ 781 $ 585 $ 754 $ (993) $ 276 $ 197 $ 355 $ 253 Total segment expenses Segment net earnings (loss) (73) 708 (70) 515 (65) 689 (59) (1,052) (65) 211 (66) 131 (56) 299 (58) 195 Other non-segment items (111) (14) (60) 55 (24) (31) (41) 3,537 Net earnings (loss) $ 597 $ 501 $ 629 $ (997) $ 187 $ 100 $ 258 $ 3,732 Segment net earnings (loss) per share (i) $ 7.72 $ 5.39 $ 7.02 $ (10.34) $ 2.04 $ 1.27 $ 2.90 $ 1.91 Net earnings (loss) per share – basic $ 6.62 $ 5.30 $ 6.44 Net earnings (loss) per share – diluted $ 6.61 $ 5.29 $ 6.43 $ $ (9.97) (9.97) $ 1.86 $ 1.86 $ 0.99 $ 2.58 $ 37.37 $ 0.99 $ 2.58 $ 37.37 (i) Calculated on a fully diluted basis. Onex Corporation December 31, 2020 41 MANAGEMENT’S DISCUSSION AND ANALYSISS H A R E H O L D E R C A P I T A L As at December 31, 2020, Onex’ shareholder capital was $7.4 billion ($80.57 or C$102.58 per fully diluted share). Shareholder capital and shareholder capital per share are non-GAAP financial measures used by Onex management to, in part, assess Onex’ performance. A reconciliation of total segmented assets to shareholder capital is included in the following table: ($ millions except per share amounts) TABLE 12 As at December 31, 2020 Total segmented assets Accounts payable and accrued liabilities Accrued compensation Lease liabilities Contingent consideration and other liabilities DSU hedge assets Total shareholder capital Shareholder capital per share (U.S. dollars) (i) Shareholder capital per share (Canadian dollars) (i) (i) Calculated on a fully diluted basis. C A S H A N D N E A R - C A S H Investing $ 6,787 Asset and Wealth Management $ 1,038 – – – – – $ 6,787 $ 73.61 $ 93.73 (29) (125) (75) (90) (78) $ 641 $ 6.96 $ 8.85 Total $ 7,825 (29) (125) (75) (90) (78) $ $ 7,428 80.57 $ 102.58 Table 13 provides a breakdown of cash and near-cash at Onex as at December 31, 2020 and December 31, 2019. Cash and Near-Cash TABLE 13 ($ millions) Cash and cash equivalents (a) Cash and cash equivalents within Investment Holding Companies (b) Treasury investments (c) Treasury investments within Investment Holding Companies (c) Management fees receivable (d) OCP Senior Floating Income Fund Cash and near-cash (a) December 31, 2020 December 31, 2019 $ 505 111 234 307 122 98 $ 832 328 306 89 190 97 $ 1,377 $ 1,842 (a) Excludes cash and cash equivalents allocated to the asset and wealth management segment related to accrued incentive compensation and the liabilities relating to the retirement of the Onex Credit chief executive officer and contingent consideration related to the acquisition of Falcon. (b) Includes restricted cash and cash equivalents of $22 million (December 31, 2019 – $22 million) for which the Company can readily remove the external restriction. Excludes cash and cash equivalents reserved for payments under the management incentive plans. (c) Includes net working capital managed by a third-party investment manager. (d) Includes management fees receivable from the Onex Partners and ONCAP Funds. 42 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISTable 14 provides a reconciliation of the change in cash and near-cash at Onex from December 31, 2019 to December 31, 2020. Change in Cash and Near-Cash TABLE 14 ($ millions) Cash and near-cash at December 31, 2019(a)(b) Private equity realizations: Onex Partners SIG secondary offerings and dividend Clarivate Analytics secondary offering Direct investments Incline Aviation Fund RSG distributions Other Private equity investments: Onex Partners OneDigital investment Convex investment Emerald preferred stock investment Acacium Group (formerly ICS) investment Parkdean Resorts investment Direct investments RSG preferred stock investment Incline Aviation Fund Other Flushing Town Center distributions Net Onex Credit Strategies investment activity, including warehouse facilities Acquisition of Falcon (c) Onex share repurchases, options exercised, dividends and director DSU redemption Net other, including capital expenditures, management fees, operating costs and treasury income Cash and near-cash at December 31, 2020(a)(b) 590 171 26 10 75 (200) (136) (107) (64) (10) (108) (36) (7) Amount $ 1,842 872 (668) 20 (49) (134) (487) (19) $ 1,377 (a) Includes $541 million (December 31, 2019 – $395 million) of treasury investments and associated working capital managed by a third-party investment manager, $98 million (December 31, 2019 – $97 million) invested in an Onex Credit unlevered senior secured loan strategy fund and $122 million (December 31, 2019 – $190 million) of management fees. (b) Refer to reconciliation in table 13. (c) The acquisition of Falcon includes the estimated fair value of contingent consideration of $33 million and transaction costs of $4 million. Onex Corporation December 31, 2020 43 MANAGEMENT’S DISCUSSION AND ANALYSISC O N S O L I D A T E D F I N A N C I A L P O S I T I O N Consolidated assets Consolidated assets totalled $11.9 billion at December 31, 2020 compared to $11.8 billion at December 31, 2019. The increase in consolidated assets was primarily driven by an increase in the fair value of the Company’s corporate investments, as described on page 35 of this MD&A, partially offset by a decrease in cash and cash equivalents and treasury investments, as described on page 43 of this MD&A, and a net decrease in intercompany loans receivable from Onex and the Asset Managers, which are included within corporate investments. Table 15 presents consolidated assets by reportable segment as at December 31, 2020 and December 31, 2019. Consolidated Assets by Reportable Segment TABLE 15 ($ millions) As at December 31, 2020 As at December 31, 2019 Asset and Wealth Management Investing Cash and cash equivalents $ 505 $ 201(a) $ Treasury investments Management and advisory fees, recoverable fund expenses and other receivables Corporate investments Other assets Property and equipment Intangible assets Goodwill 234 122(b) 5,926 – – – – – 139 – 98 169 167 264 Total Investing 706 234 $ 832 306 261 5,926 98 169 167 264 190(b) 5,233 – – – – Asset and Wealth Management $ 156(a) $ – 142 – 126 181 158 261 Total 988 306 332 5,233 126 181 158 261 Total segment assets $ 6,787 $ 1,038 $ 7,825 $ 6,561 $ 1,024 $ 7,585 Net intercompany loans receivable, comprising part of the fair value of Investment Holding Companies Total assets 4,043 $ 11,868 4,217 $ 11,802 (a) Cash and cash equivalents allocated to the asset and wealth management segment relate to accrued employee incentive compensation and the liabilities relating to the retirement of the Onex Credit chief executive officer and contingent consideration related to the acquisition of Falcon. (b) Represents management fees receivable that Onex has elected to defer cash receipt from the Onex Partners and ONCAP Funds. 44 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISTable 16 shows consolidated assets by reportable segment as at December 31, 2018. Consolidated Assets by Reportable Segment TABLE 16 ($ millions) Electronics Manufacturing Services Healthcare Imaging Insurance Services Packaging Products and Services (a) Business and Information Services (b) Food Retail and Restaurants (c) Credit Strategies (d) Other(e) Assets held by continuing operations Other – assets held by discontinued operations (f) Total consolidated assets As at December 31, 2018 $ 3,738 1,192 1,487 6,771 6,526 1,784 10,247 12,524 $ 44,269 1,148 $ 45,417 Percentage Breakdown 9% 3% 3% 15% 15% 4% 23% 28% 100% (a) The packaging products and services segment consisted of IntraPac, Precision, sgsco and SIG. (b) The business and information services segment consisted of Clarivate Analytics, Emerald and ASM (formerly SMG). (c) The food retail and restaurants segment consisted of Jack’s and Save-A-Lot. (d) The credit strategies segment consisted of (i) Onex Credit Manager, (ii) Onex Credit Collateralized Loan Obligations, (iii) Onex Credit Funds and (iv) Middle-Market Lending. (e) Other includes Flushing Town Center, KidsFoundation, Meridian Aviation, Parkdean Resorts, Survitec, SCP Health, WireCo, the operating companies of ONCAP II, III and IV (excluding IntraPac and Precision) and the parent company. In addition, other included the following investments, which are accounted for at fair value: AIT, BBAM, JELD-WEN, Incline Aviation Fund, PowerSchool, RSG, Ryan, Pinnacle Renewable Energy, Venanpri Group and Wyse. (f) The assets of BrightSpring Health were included in the other segment and were presented as a discontinued operation. Onex Corporation December 31, 2020 45 MANAGEMENT’S DISCUSSION AND ANALYSISCorporate investments The Company’s interests in Investment Holding Companies are recorded at fair value through net earnings (loss). The Invest- ment Holding Companies directly or indirectly invest the Company’s capital in the Onex Partners Funds, ONCAP Funds, Onex Credit strategies and other investments. The Company’s corporate investments include the following amounts: TABLE 17 ($ millions) Onex Partners Funds ONCAP Funds Other private equity Carried interest Total private equity investments Onex Credit Strategies Real estate Other net assets (a) Total corporate investments excluding intercompany loans 5,233 Intercompany loans receivable from Onex and the Asset Managers Intercompany loans payable to Onex and the Asset Managers Intercompany loans receivable from Investment Holding Companies 4,217 (714) 714 December 31, 2019 Capital Deployed Realizations and Distributions Change in Fair Value December 31, 2020 $ 2,999 $ 518 $ (835) $ 487 $ 3,169 501 421 66 3,987 746 90 410 5 145 n/a 668 383 – (895) 156 172 (24) 24 (1) (36) – (872) (334) (20) 915 (311) (346) 313 (313) 101 213 21 822 54 (8) (20) 848 – – – 606 743 87 4,605 849 62 410 5,926 4,043 (425) 425 Total corporate investments $ 9,450 $ 328 $ (657) $ 848 $ 9,969 (a) Other net assets consist of the assets (primarily cash, cash equivalents and treasury investments) and liabilities of the Investment Holding Companies, excluding investments in private equity, Onex Credit strategies, real estate and intercompany loans receivable from and payable to Onex and the Asset Managers. Capital deployed and realizations and distributions of other net assets represent the cash flows of the Investment Holding Companies associated with investments in private equity, Onex Credit strategies, real estate and intercompany loans receivable from and payable to Onex and the Asset Managers. 46 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISTABLE 18 ($ millions) Onex Partners Funds ONCAP Funds Other private equity Carried interest Total private equity investments Onex Credit Strategies Real estate Other net assets (a) Total corporate investments excluding intercompany loans 5,390 Intercompany loans receivable from Onex and the Asset Managers Intercompany loans payable to Onex and the Asset Managers Intercompany loans receivable from Investment Holding Companies Total corporate investments 3,766 (414) 414 $ 9,156 January 1, 2019 Capital Deployed Realizations and Distributions Change in Fair Value December 31, 2019 $ 3,050 $ 398 $ (1,131) $ 682 $ 2,999 458 375 110 3,993 815 148 434 46 27 n/a 471 197 – (845) (177) 530 (357) 357 $ 353 (17) (25) (43) (1,216) (330) (53) 820 (779) (79) 57 (57) 14 44 (1) 739 64 (5) 1 799 – – – 501 421 66 3,987 746 90 410 5,233 4,217 (714) 714 $ (858) $ 799 $ 9,450 (a) Other net assets consist of the assets (primarily cash, cash equivalents, receivables and treasury investments) and liabilities of the Investment Holding Companies, excluding investments in private equity, Onex Credit strategies, real estate and intercompany loans receivable from and payable to Onex and the Asset Managers. Capital deployed and realizations and distributions of other net assets represent the cash flows of the Investment Holding Companies associated with investments in private equity, Onex Credit strategies, real estate and intercompany loans receivable from and payable to Onex and the Asset Managers. At December 31, 2020, Onex’ corporate investments, which During the year ended December 31, 2019, realiza- are more fully described in note 6 to the consolidated finan- tions and distributions to Onex primarily consisted of Onex’ cial statements, totalled $10.0 billion (December 31, 2019 – share of the proceeds from the Onex Partners IV Group’s sale $9.5 billion). of Jack’s and the secondary offerings by Clarivate Analytics and During the year ended December 31, 2020, Onex’ SIG, proceeds from the Onex Partners I and Onex Partners III investment of capital primarily consisted of investments sale of BrightSpring Health and the return of CLO warehouse made in Onex Partners V, as described on page 14 of this investments and distributions received from Onex’ CLOs. MD&A, investments made in certain opportunistic and spe- During the year ended December 31, 2019, the cial situation strategies, CLOs and CLO warehouse facilities, as described on page 16 of this MD&A, and an investment change in fair value of Onex’ corporate investments totalled $799 million, which was primarily driven by changes in the made in RSG, as described on page 14 of this MD&A. fair value of Onex’ private equity investments, which are During the year ended December 31, 2020, realiza- more fully described on page 36 of this MD&A. tions and distributions to Onex primarily consisted of Onex’ The valuation of public investments held directly share of the proceeds from the Onex Partners IV Group for by Onex or through the Onex Partners Funds and ONCAP the secondary offerings by Clarivate Analytics and SIG, as Funds is based on their publicly traded closing prices at described on page 15 of this MD&A, and realizations and December 31, 2020. For certain public investments, a dis- distributions received from Onex’ CLOs and CLO warehouse count was applied to the closing price in relation to restric- facilities, as described on page 17 of this MD&A. tions that were in place at December 31, 2020 relating to During the year ended December 31, 2020, the the securities held by Onex, the Onex Partners Funds or change in fair value of Onex’ corporate investments totalled the ONCAP Funds. At December 31, 2020, these discounts an increase of $848 million, which was primarily driven by resulted in a reduction of $63 million in the fair value of cor- changes in fair value of Onex’ investments in private equity, porate investments (December 31, 2019 – $84 million). which is more fully described on page 36 of this MD&A. During the year ended December 31, 2019, Onex’ investment of capital primarily consisted of investments made in Onex Partners V, ONCAP IV, RSG and certain CLOs. Onex Corporation December 31, 2020 47 MANAGEMENT’S DISCUSSION AND ANALYSISOnex’ private equity investments include direct and indirect investments in 38 operating businesses, which operate in a variety of industries and countries. Details of these operating businesses’ revenues, assets and debt are as follows: ($ millions) TABLE 19 Year ended December 31, 2020 Operating Business Revenues (a) Operating Business Revenues by Industry Vertical – Year Ended December 31, 2020(a) Industrials Services Healthcare Consumer & Retail Financial Services Total $ 14,393 3,504 3,257 1,870 1,061 60% 15% 13% 8% 4% $ 24,085 100% (a) Includes revenues during the period that Onex controls, jointly controls or has significant influence over the operating businesses. Healthcare 13% Consumer & Retail 8% Financial Services 4% Industrials 60% Services 15% ($ millions) TABLE 20 As at December 31, 2020 Operating Business Assets(a) Operating Business Debt(a) (a) Includes revenues during the period that Onex controls, jointly controls or has significant influence over the operating businesses. Industrials Services Financial Services Consumer & Retail Healthcare Total $ 16,964 9,161 6,792 3,764 3,031 43% 23% 17% 9% 8% $ 6,555 4,168 1,165 1,728 2,006 $ 39,712 100% $ 15,622 42% 27% 7% 11% 13% 100% (a) Includes the assets and debt of operating businesses that Onex controls, jointly controls or has significant influence over. Operating Business Assets by Industry Vertical – December 31, 2020(a) Operating Business Debt by Industry Vertical – December 31, 2020(a) Financial Services 17% Consumer & Retail 9% Healthcare 8% Industrials 43% Healthcare 13% Consumer & Retail 11% Financial Services 7% Industrials 42% Services 23% Services 27% (a) Includes the assets of operating businesses that Onex controls, (a) Includes the debt of operating businesses that Onex controls, jointly controls or has significant influence over. jointly controls or has significant influence over. 48 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSIS Operating Business Revenues by Country – Year Ended December 31, 2019(a) Operating Business Assets by Country – December 31, 2019(a) Mexico 4% Netherlands 4% Other 16% Netherlands 3% China 2% Thailand 2% Malaysia 2% Other 9% United States 41% United States 40% Canada 19% Thailand 6% United Kingdom 5%(b) China 5% Canada 27% United Kingdom 15%(b) (a) Includes revenues of operating businesses that are controlled or jointly controlled by Onex. 2020 data will be available beginning in the first quarter of 2021. (a) Includes assets of operating businesses that are controlled or jointly controlled by Onex. 2020 data will be available beginning in the first quarter of 2021. (b) Includes revenues recognized in United Kingdom Overseas Territories. (b) Includes assets held in United Kingdom Overseas Territories. Intercompany loans payable to Investment Holding Companies Consolidated Long-Term Debt, Without Recourse to Onex Corporation Onex and the Asset Managers have intercompany loans payable to the Investment Holding Companies. The loans are primarily due on demand and non-interest bearing. At December 31, 2020, intercompany loans payable to the Investment Holding Companies totalled $4.0 billion (2019 – $4.2 billion) and the corresponding receivable of $4.0 bil- lion (2019 – $4.2 billion) was included in the fair value of the Investment Holding Companies within corporate invest- ments. There is no impact on net assets or net earnings (loss) from these intercompany loans. ($ millions) TABLE 21 As at December 31 Electronics Manufacturing Services $ Healthcare Imaging Insurance Services Packaging Products and Services (a) Business and Information Services (b) Food Retail and Restaurants (c) Credit Strategies (d) Other(e)(f) 2018 747 1,149 950 2,762 3,088 953 8,420 4,275 Consolidated long-term debt, without recourse to Onex Corporation as at December 31, 2018 Onex did not have consolidated long-term debt at Decem- Current portion of long-term debt Total 22,344 (879) $ 21,465 ber 31, 2020 or December 31, 2019. The consolidated long- (a) The packaging products and services segment consisted of IntraPac, Precision, term debt balances at December 31, 2018 consisted of the long-term debt of the previously consolidated operating sgsco and SIG. (b) The business and information services segment consisted of Clarivate Analytics, Emerald and ASM (formerly SMG). companies and Onex Credit strategies. Table 21 outlines (c) The food retail and restaurants segment consisted of Jack’s and Save-A-Lot. consolidated long-term debt by industry segment as at (d) The credit strategies segment consisted of (i) Onex Credit Manager, December 31, 2018. (ii) Onex Credit Collateralized Loan Obligations, (iii) Onex Credit Funds and (iv) Middle-Market Lending, which included Onex Credit Lending Partners. (e) Other included Flushing Town Center, KidsFoundation, Meridian Aviation, Parkdean Resorts, Survitec, SCP Health, WireCo, the operating companies of ONCAP II, III and IV (excluding IntraPac and Precision) and the parent company. (f) The long-term debt of BrightSpring Health was included in the other segment and has been presented as a discontinued operation. Onex Corporation December 31, 2020 49 MANAGEMENT’S DISCUSSION AND ANALYSIS Limited Partners’ Interests as at December 31, 2018 Limited Partners’ Interests liability at December 31, 2018 rep- Onex Partners, ONCAP, Onex Credit Lending Partners and Onex Credit Funds, the impact of carried interest and incen- tive fees, as well as any contributions by and distributions resented the fair value of limited partners’ invested capital to limited partners in those funds. Beginning on January 1, in the Onex Partners, ONCAP, Onex Credit Lending Partners 2019, Onex no longer recognizes Limited Partners’ Interests and Onex Credit Funds and was affected primarily by the as a result of the change in its investment entity status. change in the fair value of the underlying investments in the Limited Partners’ Interests at December 31, 2018 comprised the following: Limited Partners’ Interests TABLE 22 ($ millions) Onex Partners and ONCAP Funds Credit Strategies Total Gross Limited Partners’ Interests Carried Interest Net Limited Partners’ Interests Net Limited Partners’ Interests(a) Balance – December 31, 2018 $ 7,456 $ (277) $ 7,179 Current portion of Limited Partners’ Interests (b) (641) 98 (543) Non-current portion of Limited Partners’ Interests $ 6,815 $ (179) $ 6,636 $ 500 (17) $ 483 $ 7,679 (560) $ 7,119 (a) Net of incentive fees in the credit strategies. (b) At December 31, 2018, the current portion of the Limited Partners’ Interests was $560 million. The current portion consisted primarily of the limited partners’ share of the proceeds from the pending sale of BrightSpring Health. Equity Table 23 provides a reconciliation of the change in equity Dividend policy Table 24 presents Onex’ dividends paid per share for the from December 31, 2019 to December 31, 2020. twelve months ended December 31 during the past five Change in Equity TABLE 23 ($ millions) Balance – December 31, 2019 $ 6,983 Dividends declared Options exercised Repurchase and cancellation of shares Net earnings (28) 2 (444) 730 Equity as at December 31, 2020 $ 7,243 years. The table reflects the increase in dividends per share over this time. TABLE 24 ($ per share amounts) Twelve months ended December 31: 2016 2017 2018 2019 2020 Dividend Paid per Share C$ 0.26 C$ 0.29 C$ 0.33 C$ 0.38 C$ 0.40 50 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISShares outstanding At December 31, 2020, Onex had 100,000 Multiple Voting Shares outstanding, which have a nominal paid-in value reflected in Onex’ consolidated financial statements. Onex also had 90,310,931 SVS issued and outstanding. Note 16 to the consolidated financial statements provides additional information on Onex’ share capital. There was no change in the Multiple Voting Shares outstanding during the year ended December 31, 2020. Table 25 shows the change in the number of SVS outstanding from December 31, 2018 to January 31, 2021. ($ millions except Average Price per Share Total Cost TABLE 25 per share amounts) Number of SVS (USD) (CAD) (USD) (CAD) SVS outstanding at December 31, 2018 100,403,493 Shares repurchased and cancelled: Normal Course Issuer Bid (629,027) $ 54.80 $ 73.59 $ 34 $ 46 Issuance of shares: Acquisition of Gluskin Sheff Options exercised Dividend Reinvestment Plan 247,359 35,145 6,173 $ 54.71 $ 60.28 $ 57.85 SVS outstanding at December 31, 2019 100,063,143 Shares repurchased and cancelled: $ 74.01 $ 79.82 $ 77.50 less than $ $ 13 $ 2 1 $ $ less than $ 18 3 1 Normal Course Issuer Bid (9,890,811) $ 45.45 $ 60.95 $ 449 $ 603 Issuance of shares: Options exercised 28,199 $ 55.65 $ 72.15 $ 2 $ 2 SVS outstanding at January 31, 2021 90,200,531 Shares repurchased and cancelled to 48,768 SVS during any trading day, being 25% of its aver- The NCIB enables Onex to repurchase up to 10% of its pub- age daily trading volume for the six months ended March 31, lic float of SVS during the period of the relevant Bid. Onex 2020. Onex may also purchase SVS from time to time under believes that it is advantageous for Onex and its sharehold- the TSX’s block purchase exemption, if available, or by way ers to continue to repurchase Onex’ SVS from time to time of private agreement pursuant to an issuer bid exemption when the SVS are trading at prices that reflect a discount to order, if sought and received, under the new NCIB. The new their value as perceived by Onex, while taking into account NCIB commenced on April 18, 2020 and will conclude on other opportunities to invest Onex’ cash. the earlier of the date on which purchases under the NCIB On April 18, 2020, Onex renewed its NCIB following have been completed and April 17, 2021. A copy of the Notice the expiry of its previous NCIB on April 17, 2020. Under the of Intention to renew the NCIB filed with the TSX is available new NCIB, Onex is permitted to purchase up to 10% of its at no charge to shareholders by contacting Onex. public float of SVS, or 8,135,162 SVS. Onex may purchase up Onex Corporation December 31, 2020 51 MANAGEMENT’S DISCUSSION AND ANALYSISUnder the previous NCIB that expired on April 17, 2020, Onex repurchased 2,190,000 SVS at a total cost of $87 million (C$122 million) or an average purchase price of $39.84 (C$55.64) per share. Onex’ Repurchases of SVS for the Past 10 Years Shares Repurchased Total Cost of Shares Repurchased (in C$ millions) Average Share Price (in C$ per share) 3,165,296 627,061 3,060,400 2,593,986 3,084,877 3,114,397 1,273,209 1,169,733 629,027 9,780,411 105 24 159 163 218 250 121 102 46 595 33.27 38.59 51.81 62.98 70.70 80.14 95.00 86.78 73.59 60.86 28,498,397 C$ 1,783 C$ 62.57 TABLE 26 2011 2012 2013(1) 2014(2) 2015(3) 2016(4) 2017(5) 2018(6) 2019 2020 Total (1) Includes 1,000,000 SVS repurchased in a private transaction. (2) Includes 1,310,000 SVS repurchased in private transactions. (3) Includes 275,000 SVS repurchased in private transactions. (4) Includes 1,000,000 SVS repurchased in a private transaction. (5) Includes 750,000 SVS repurchased in a private transaction. (6) Includes 500,000 SVS repurchased in a private transaction. Stock Option Plan Onex, the parent company, has a Stock Option Plan in place day of the grant. Vested options are not exercisable unless the average five-day market price of Onex SVS is at least 25% that provides for options and/or share appreciation rights greater than the exercise price at the time of exercise. to be granted to Onex directors, officers and employees for the acquisition of SVS of Onex, the parent company, for a At December 31, 2020, Onex had 13,122,750 options out- term not exceeding 10 years. The options vest equally over standing to acquire SVS, of which 6,907,950 options were five years. The exercise price of the options issued is at the vested and exercisable. market value of the SVS on the business day preceding the 52 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISTable 27 provides information on the activity from December 31, 2018 to December 31, 2020. TABLE 27 Outstanding at December 31, 2018 December 2019 Grant Other grants during 2019 Surrendered Exercised Expired Outstanding at December 31, 2019 Other grants during 2020 Surrendered Exercised Expired Outstanding at December 31, 2020 Number of Options Weighted Average Exercise Price 13,491,917 2,711,750 20,000 (1,694,317) (51,000) (405,300) 14,073,050 68,750 (247,850) (50,000) (721,200) 13,122,750 C$ 63.38 C$ 82.10 C$ 78.78 C$ 46.57 C$ 24.63 C$ 86.42 C$ 68.50 C$ 61.15 C$ 35.17 C$ 31.20 C$ 82.44 C$ 68.47 During 2020, 68,750 options to acquire SVS were issued with a weighted average exercise price of C$61.15 per share. Director Deferred Share Unit Plan During 2020, grants totalling 61,387 DSUs were issued to The options vest at a rate of 20% per year from the date of directors having an aggregate value of $3 million (C$3 mil- grant. In early 2021, in connection with services provided lion). During 2020, 102,407 Director DSUs were redeemed during the year ended December 31, 2020, 511,500 options upon the retirement of a director. At December 31, 2020, to acquire SVS were issued with a weighted average exercise there were 661,837 Director DSUs outstanding (2019 – price of C$72.22 per share. 702,857). At December 31, 2020, Onex had economically During 2019, 2,731,750 options to acquire SVS were hedged 89% of the outstanding Director DSUs with a coun- issued with a weighted average exercise price of C$82.08 per terparty financial institution. share. The options vest at a rate of 20% per year from the date of grant. During 2020, 247,850 options were surrendered at Management Deferred Share Unit Plan In early 2020, 58,770 DSUs were issued to the Onex manage- a weighted average exercise price of C$35.17 for aggregate ment team having an aggregate value, at the date of grant, cash consideration of $9 million (C$11 million), 50,000 op- of $4 million (C$5 million) in lieu of that amount of cash tions were exercised at a weighted average exercise price of compensation for Onex’ 2019 fiscal year. At December 31, C$31.20 and 721,200 options expired. 2020, there were 770,540 Management DSUs outstanding During 2019, 1,694,317 options were surrendered (2019 – 707,048). at a weighted average exercise price of C$46.57 for aggre- Forward agreements were entered into with a gate cash consideration of $42 million (C$56 million), 51,000 counterparty financial institution to economically hedge options were exercised at a weighted average exercise price Onex’ exposure to changes in the value of all outstanding of C$24.63 and 405,300 options expired. Management DSUs. Forward agreements with a fair value of $78 million at December 31, 2020, including those associ- ated with Director DSUs, were recorded within other assets in the consolidated balance sheet. Onex Corporation December 31, 2020 53 MANAGEMENT’S DISCUSSION AND ANALYSISDirector DSUs must be held until retirement from the Board and Management DSUs must be held until leaving the employ- ment of Onex. Table 28 reconciles the changes in the DSUs outstanding at December 31, 2020 from December 31, 2018. Change in Outstanding Deferred Share Units TABLE 28 Outstanding at December 31, 2018 Granted Redeemed Additional units issued in lieu of compensation and cash dividends Outstanding at December 31, 2019 Granted Redeemed Additional units issued in lieu of compensation and cash dividends Outstanding at December 31, 2020 Hedged with a counterparty financial institution at December 31, 2020 Outstanding at December 31, 2020 – Unhedged Director DSU Plan Management DSU Plan Number of DSUs Weighted Average Price Number of DSUs Weighted Average Price C$ 75.22 – C$ 79.23 C$ 60.85 C$ 65.13 C$ 60.73 653,410 34,014 – 15,433 702,857 42,486 (102,407) 18,901 661,837 (590,882) 70,955 743,139 − (54,173) 18,082 707,048 – – 63,492 770,540 (770,540) – − C$ 78.41 C$ 75.12 – – C$ 84.29 Management of capital Onex considers the capital it manages to be the amounts At December 31, 2020, Onex had $1.4 billion of cash and near-cash items, including $111 million of cash and cash it has invested in cash and cash equivalents, near-cash equivalents held within Investment Holding Companies, investments, treasury investments managed by a third- and $761 million of near-cash items at fair value. Near-cash party investment manager, investments made in the Onex items included treasury investments managed by a third- Partners Funds, ONCAP Funds and Onex Credit strategies, party investment manager, as described below, $98 million and other investments. Onex also manages capital from invested in an unlevered fund managed by Onex Credit and other investors in the Onex Partners Funds, ONCAP Funds, $122 million of management fees receivable from limited Gluskin Sheff strategies and Onex Credit strategies. Onex’ partners of its private equity platforms. objectives in managing capital are to: Onex has a conservative cash management policy • preserve a financially strong parent company with appro- driven toward maintaining liquidity and preserving princi- priate liquidity and no, or a limited amount of, external pal in all its treasury investments. debt so that funds are available to pursue new investments At December 31, 2020, the fair value of treasury and growth opportunities as well as support expansion of investments, including cash yet to be deployed and net its existing businesses; working capital managed by a third-party investment man- • achieve an appropriate return on capital invested com- ager, was $554 million (2019 – $646 million). The decrease in mensurate with the level of assumed risk; treasury investments was primarily driven by the transfer of • build the long-term value of its corporate investments; cash and cash equivalents from the Company’s third-party • control the risk associated with capital invested in any investment manager to fund investing activity during 2020. particular strategy. Onex Corporation does not guarantee Treasury investments are managed in a mix of short-term the debt of its investment funds or the underlying operat- and long-term portfolios and consist of commercial paper ing businesses of its private equity funds. with original maturities of three months to one year, federal 54 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISand provincial debt instruments, corporate obligations and Today, Onex has access to uncalled committed structured products with maturities of one to five years. limited partner capital for investments through Onex Part- The treasury investments have current Standard & Poor’s ners V ($3.0 billion) and ONCAP IV ($211 million). In addi- ratings ranging from BBB to AAA. The portfolio concentra- tion, Onex has uncalled committed capital of $311 million tion limits range from a maximum of 10% for BBB invest- from other Onex Partners and ONCAP Funds that may be ments to 100% for AAA investments. The investments are used for possible future funding of existing businesses and managed to maintain an overall weighted average duration funding of partnership expenses. of two years or less. L I Q U I D I T Y A N D C A P I T A L R E S O U R C E S Major cash flow components This section should be read in conjunction with the consolidated statements of cash flows and the corresponding notes thereto. Table 29 summarizes the major consolidated cash flow components for the years ended December 31, 2020 and 2019. Major Cash Flow Components ($ millions) TABLE 29 Year ended December 31 Cash provided by operating activities Cash provided by (used in) financing activities Cash used in investing activities Decrease in cash due to the derecognition of previously consolidated corporate investments Consolidated cash and cash equivalents 2020 $ 382 $ (657) $ $ (9) − $ 706 2019 465 378 (390) $ $ $ $ (2,169) $ 988 Cash provided by operating activities Table 30 provides a breakdown of cash provided by operating activities by cash generated from operations and changes in non-cash working capital items for the years ended December 31, 2020 and 2019. Components of Cash Provided by Operating Activities ($ millions) TABLE 30 Year ended December 31 Cash generated from operations Changes in non-cash working capital items: Management and advisory fees, recoverable fund expenses and other receivables Other assets Accounts payable, accrued liabilities and other liabilities Accrued compensation Increase (decrease) in cash and cash equivalents due to changes in non-cash working capital items Increase (decrease) in other operating activities Cash provided by operating activities 2020 $ 304 2019 $ 488 67 (1) (3) 16 79 (1) (47) (2) (9) 30 (28) 5 $ 382 $ 465 Onex Corporation December 31, 2020 55 MANAGEMENT’S DISCUSSION AND ANALYSISCash generated from operations includes net earnings from operations before interest and income taxes, adjusted for Cash provided by (used in) financing activities Cash used in financing activities was $657 million for the cash taxes received (paid) and items not affecting cash and year ended December 31, 2020 compared to cash provided cash equivalents, in addition to cash flows from Onex’ invest- by financing activities of $378 million for the same period ments in and loans made to the Investment Holding Com- in 2019. Cash used in financing activities for the year ended panies. The significant changes in non-cash working capital December 31, 2020 primarily consisted of $444 million of items for the years ended December 31, 2020 and 2019 were: cash used to repurchase Onex stock (2019 – $36 million), as • a $67 million decrease in management and advisory fees, described on page 51 of this MD&A, net loan repayments to recoverable fund expenses and other receivables, driven the Investment Holding Companies of $174 million (2019 – by the receipt of management fees from the limited net loan issuances of $451 million) and $29 million of cash partners of the Onex Partners’ Funds, partially offset by dividends paid (2019 – $28 million). management fees earned but not yet received from the limited partners of the ONCAP Funds. This compares to a $47 million increase during the year ended December 31, Cash used in investing activities Cash used in investing activities totalled $9 million for the 2019, which was driven by an increase in fees earned but year ended December 31, 2020 compared to $390 million not yet received from the limited partners of the Onex during the same period in 2019. Cash used in investing Partners and ONCAP Funds; and activities during the year ended December 31, 2020 primar- • a $16 million increase in accrued compensation primarily ily consisted of $97 million of net cash consideration for the as a result of accrued incentive compensation related to acquisition of Falcon, as described on page 30 of this MD&A, the 2020 fiscal year, partially offset by the payment of 2019 partially offset by net sales of treasury investments totalling incentive compensation during the first quarter of 2020. $77 million (2019 – net purchases of $105 million). In addi- This compares to a $30 million increase during the year tion, cash used in investing activities during the year ended ended December 31, 2019, which was primarily as a result December 31, 2019 included $297 million of net cash consid- of accrued incentive compensation related to the 2019 eration for the acquisition of Gluskin Sheff. fiscal year, partially offset by the payment of incentive compensation related to the 2018 fiscal year and accrued compensation acquired with Gluskin Sheff. Decrease in cash due to the derecognition of previously consolidated corporate investments During the year ended December 31, 2019, cash decreased by $2.2 billion due to the derecognition of previously con- solidated corporate investments on January 1, 2019 as a result of the change in Onex’ investment entity status. 56 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISFourth quarter cash flow Table 31 presents the major components of cash flow for the fourth quarters of 2020 and 2019. Major Cash Flow Components TABLE 31 ($ millions) Cash provided by operating activities Cash provided by (used in) financing activities Cash provided by (used in) investing activities Consolidated cash and cash equivalents 2020 $ 89 $ (57) $ 300 $ 706 2019 $ 77 $ 215 $ (255) $ 988 Cash used in financing activities during the fourth quarter of 2020 primarily consisted of $41 million of net loan repay- Consolidated cash resources At December 31, 2020, consolidated cash and cash equivalents ments with the Investment Holding Companies (2019 – net decreased to $706 million from $988 million at December 31, loan issuances of $225 million) and $7 million of cash divi- 2019. The major components of cash and cash equivalents at dends paid (2019 – $8 million). December 31, 2020 included $503 million of money market funds (2019 – $779 million) and $190 million of cash on hand Cash provided by investing activities during the fourth (2019 – $137 million). quarter of 2020 primarily consisted of net sales of treasury At December 31, 2020, Onex had $1.4 billion of cash investments totalling $396 million (2019 – net purchases and near-cash on hand (2019 – $1.8 billion), as discussed of $261 million), partially offset by $97 million of net cash on page 42 of this MD&A. Onex management reviews the consideration for the acquisition of Falcon, as described on amount of cash and near-cash on hand when assessing the page 30 of this MD&A. liquidity of the Company. Commitments Tables 32 and 33 provide information on Onex’ commitments to the Onex Partners and ONCAP Funds: TABLE 32 Onex Partners I Onex Partners II Onex Partners III Onex Partners IV Onex Partners V Onex Total Commitments Onex Commitments Invested(i) Onex Remaining Commitments(ii) Final Close Date February 2004 August 2006 December 2009 $ 400 $ 1,407 $ 1,200 $ 346 $ 1,164 $ 929 $ $ $ $ 16 158 100 123 March 2014 $ 1,700(iii) $ 1,546(iii) November 2017 $ 2,000 $ 754 $ 1,153 (i) Amounts include capitalized acquisition costs and bridge financing, where applicable. (ii) Onex’ remaining commitment is calculated based on the assumption that all remaining limited partners’ commitments are invested. (iii) Excludes an additional commitment that was acquired by Onex from a limited partner in 2017. The remaining commitments for Onex Partners I, Onex Partners II and Onex Partners III are for future funding of partnership expenses. The remaining commitments for Onex Partners IV are for possible future funding of remaining businesses and future funding of partnership expenses. The remaining commitments for Onex Partners V are primarily for funding of future Onex-sponsored investments. Onex Corporation December 31, 2020 57 MANAGEMENT’S DISCUSSION AND ANALYSISTABLE 33 ONCAP II ONCAP III ONCAP IV Final Close Date May 2006 September 2011 November 2016 Onex Total Commitments Onex Commitments Invested(i) Onex Remaining Commitments(ii) C$ 252 C$ 252 $ 480 C$ 221 C$ 186 $ 284 C$ 1 C$ 30 $ 146 (i) Amounts include capitalized acquisition costs and bridge financing, where applicable. (ii) Onex’ remaining commitment is calculated based on the assumption that all remaining limited partners’ commitments are invested. The remaining commitments for ONCAP II are for future managed by BBAM and focused on investments in contractu- funding of partnership expenses. The remaining com- ally leased commercial jet aircraft. Onex had made no invest- mitments for ONCAP III are for possible future funding of remaining businesses and future funding of partnership ments in Incline Aviation Fund II as at December 31, 2020. As at December 31, 2020, Onex had invested expenses. The remaining commitments for ONCAP IV are $74 million (2019 – $74 million) of its $100 million commit- primarily for funding of future Onex-sponsored investments. ment in OCLP I and the duration of the commitment period is up to November 2021, subject to extensions of up to an During 2020, Onex Credit completed fundraising for the Onex additional two years. Senior Loan Opportunity Fund, which invests primarily in North American and European first-lien, senior secured loans, second-lien loans and other debt investments having similar characteristics, reaching aggregate commitments of $85 mil- lion, including $20 million from Onex and $25 million from the Onex management team. In addition to Onex’ $20 million commitment to the fund, Onex committed $80 million to be invested through a separately managed account which fol- lows a similar strategy as the Onex Senior Loan Oppor tunity Fund. As at December 31, 2020, Onex had invested $65 mil- lion of its aggregate $100 million commitment. During 2020, Onex Credit completed the first and second close of fundraising for the Onex Structured Credit Opportunities Fund, which invests primarily in U.S. and European collateralized loan obligations, reaching aggregate commitments of $148 million, including $25 million from Onex and $41 million from the Onex management team. In addition to Onex’ $25 million commitment to the fund, Onex committed $25 million to be invested through a separately managed account which follows a similar strategy as the Onex Structured Credit Opportunities Fund. As at December 31, 2020, Onex had invested $2 million of its aggregate $50 mil- lion commitment through the separately managed account. Incline Aviation Fund is an aircraft investment fund managed by BBAM, which in turn is an operating business of Onex Partners III. At December 31, 2020, Onex’ uncalled commitment to Incline Aviation Fund was $22 million (2019 – $34 million). R E L A T E D - P A R T Y T R A N S A C T I O N S Investment programs Investment programs are designed to align the Onex man- agement team’s interests with those of Onex’ shareholders and the limited partner investors in Onex’ Funds. During 2019, Onex management undertook a com- prehensive review of the existing compensation and invest- ment programs, the overall organizational structure of Onex and its growing investment platforms, and the changing roles and responsibilities of Onex investment professionals and executives. As a result of this review, there were sev- eral changes to the Onex compensation and investment programs. Overall, the changes: (i) simplify the programs to make them more transparent, easier to understand and less costly for Onex to administer; (ii) respect and further improve the alignment of Onex, its shareholders and its limited partners with that of Onex investment profession- als and corporate executives according to their roles and responsibilities; (iii) maintain consistent levels of at-risk investment opportunities for investment professionals without increasing dilution for Onex and its shareholders; (iv) treat the investment of Onex capital in private equity on a similar basis as third-party capital; and (v) ensure that compensation and investment programs fairly and con- sistently reward performance for all Onex team members. Changes to the various investment programs are described In September 2020, Onex committed $125 mil- lion to Incline Aviation Fund II, an aircraft investment fund in detail in the following pages. 58 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISThe various investment programs are described in detail in the following pages and certain key aspects are summarized in table 34. TABLE 34 Investment Program Minimum Performance Return Hurdle Management 15% Vesting 6 years Management Investment & Application • personal “at risk” equity investment required Investment Plan (i) Compounded Return • applicable to: – Onex capital invested in Onex Partners I–IV transactions – Certain Onex capital invested outside Onex Partners prior to 2020 • not applicable to: – Onex Partners V transactions – future Onex transactions Onex Partners Carried Interest Program(ii) 8% 6 years • personal “at risk” equity investment required Compounded Return • applicable to: – third-party capital invested in Onex Partners I–IV transactions – Onex and third-party capital invested in Onex Partners V transactions – Onex capital invested in Onex Partners originated co-investments and direct investments since 2019 ONCAP 8% 5 years • personal “at risk” equity investment required Carried Interest Compounded Return • applicable to: Program(ii) Onex Falcon Carried Interest Program(iii) Management DSU Plan (iv) Director DSU Plan (v) – Onex and third-party capital invested in ONCAP transactions 8% Net IRR 5 years • personal “at risk” equity investment required • applicable to: – Third-party capital invested in Onex Falcon Funds n/a n/a • investment of elected portion of annual variable cash compensation in Management DSUs • value reflects changes in Corporation’s share price, including risk associated with price decrease • units not redeemable until retirement n/a n/a • investment of up to 100% of annual directors’ fees in Director DSUs • value reflects changes in Corporation’s share price, including risk associated with price decrease • units not redeemable until retirement Onex Partners n/a n/a • required purchase of SVS or Management DSUs for Reinvestment Program (vi) up to 25% of gross MIP and Onex Partners carried interest proceeds Stock Option Plan (vii) 25% Share 5 years • satisfaction of exercise price (market value at grant date) Price Appreciation Onex Corporation December 31, 2020 59 MANAGEMENT’S DISCUSSION AND ANALYSIS(i) Management Investment Plan (ii) Onex Partners and ONCAP carried interest programs The MIP required the Onex management team members The General Partners of the Onex Partners and ONCAP to invest in each of the operating businesses acquired or Funds are entitled to a carried interest of 20% on the real- invested in by Onex. Management’s required cash invest- ized net gains of the limited partners in each fund, subject to ment was 1.5% of Onex’ interest in each acquisition or an 8% compound annual preferred return to those limited investment. An amount invested in an Onex Partners partners on all amounts contributed in each particular fund. acquisition under the fund’s investment requirement (dis- Onex is entitled to 40% of the carried interest realized in the cussed below) was also applied toward the 1.5% investment Onex Partners and ONCAP Funds. Onex and Onex Partners requirement under the MIP. management are allocated 60% of the carried interest real- In addition to the 1.5% participation, management ized in the Onex Partners Funds. ONCAP management is was allocated 7.5% of Onex’ realized gain from an operating allocated 60% of the carried interest realized in the ONCAP business investment, subject to certain conditions. In par- Funds and an equivalent carried interest on Onex’ capital. ticular, Onex must realize the full return of its investment Once the ONCAP IV investors achieve a return of two times plus a net 15% internal rate of return from the investment in their aggregate capital contributions, carried interest par- order for management to be allocated the additional 7.5% of ticipation increases from 20% to 25% of the realized net Onex’ gain. The plan has vesting requirements, certain lim- gains. Under the terms of the partnership agreements, the itations and voting requirements. General Partners may receive carried interest as realizations During 2020, management received $46 million occur. The ultimate amount of carried interest earned will under the MIP (2019 – $24 million). Note 26(f ) to the con- be based on the overall performance of each fund, inde- solidated financial statements provides additional details pendently, and includes typical catch-up and clawback pro- on the MIP. visions within each fund, but not between funds. Following a review in 2019, Onex eliminated the As described on page 58 of this MD&A, changes MIP for all future investments and for existing investments to the Onex investment programs were completed during in Onex Partners V. Onex Partners management are eligi- 2019, which included changes to Onex management’s and ble to receive carried interest on Onex’ realized net gains Onex Partners management’s participation in the carried in Onex Partners V and future Onex Partners investments, interest program for future Onex Partners investments and including co-investments made by Onex, as described in for existing investments in Onex Partners V. For Onex Part- the following section. For existing pre-Onex Partners V ners V, Onex Partners management are entitled to a carried investments, Onex and Onex Partners management will interest of 12% of realized gains from Onex capital, subject continue to participate in Onex’ gains under the MIP. In to an 8% compound annual preferred return to Onex on certain circumstances, Onex and Onex Partners manage- amounts contributed to the fund. This carried interest par- ment will have an additional opportunity to participate in ticipation is in addition to and consistent with the carried these gains such that the total participation for the team interest entitlement on the realized net gains from the lim- is consistent with that provided on third-party capital via ited partners of Onex Partners V, which is described in the the carried interest program. The Company recognized preceding paragraph. a decrease of $66 million in the fair value of its corporate investments during the fourth quarter of 2019 to account for During the year ended December 31, 2020, management of this additional potential allocation to the team. Other con- Onex, Onex Partners and ONCAP received less than $1 mil- temporaneous changes to Onex’ compensation and invest- lion in carried interest. Management have the potential to ment programs are expected to decrease expenses going receive $205 million of carried interest on businesses in the forward such that Onex’ overall cost from these programs is Onex Partners and ONCAP Funds based on their values as unchanged. During 2020, Onex and Onex Partners manage- determined at December 31, 2020. ment achieved an additional allocation of $24 million which During the year ended December 31, 2019, man- will be distributed by certain Investment Holding Compa- agement of Onex, Onex Partners and ONCAP received car- nies during fiscal 2021. ried interest totalling $68 million, primarily from the sale of BrightSpring Health. 60 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSIS(iii) Onex Falcon Carried Interest Program (v) Director Deferred Share Unit Plan Onex Falcon is entitled to a carried interest of 20% on the Onex, the parent company, established a Director DSU Plan realized net gains of the limited partners in each exist- in 2004, which allows Onex directors to apply directors’ fees ing Onex Falcon Fund, provided the limited partners have earned to acquire DSUs based on the market value of Onex achieved a minimum 8% Net IRR on their investment. Onex shares at the time. Grants of DSUs may also be made to Onex Falcon management is entitled to the entire carried inter- directors from time to time. Holders of DSUs are entitled to est for existing funds, with the exception of Onex Falcon VI. receive for each DSU, upon redemption, a cash payment For Onex Falcon VI, Onex Falcon management is entitled equivalent to the market value of an SVS at the redemption to 80% of the carried interest and Onex is entitled to the date. The DSUs vest immediately, are only redeemable once remaining 20%. the holder retires from the Board of Directors and must be Onex will be entitled to 50% of the carried interest redeemed within one year following the year of retirement. realized on future Onex Falcon Funds with the remaining Additional units are issued equivalent to the value of any 50% allocated to the Onex Credit team. cash dividends that would have been paid on the SVS. To (iv) Management Deferred Share Unit Plan shares associated with the Director DSU Plan, the Company Effective December 2007, a Management DSU Plan was has entered into forward agreements with a counterparty established as a further means of encouraging personal and financial institution representing approximately 89% of the direct economic interests by the Company’s senior manage- grants under the Director DSU Plan. Table 28 on page 54 of ment in the performance of the SVS. Under the Management this MD&A provides details of the change in the DSUs out- hedge Onex’ exposure to changes in the trading price of Onex DSU Plan, members of the Company’s senior management standing during 2020 and 2019. team are given the opportunity to designate all or a portion of their annual compensation to acquire DSUs based on (vi) Investment in Onex shares and other investments the market value of Onex shares at the time in lieu of cash. In 2006, Onex adopted a program designed to further align Holders of DSUs are entitled to receive for each DSU, upon the interests of the Company’s senior management and redemption, a cash payment equivalent to the market value other investment professionals with those of Onex share- of an SVS at the redemption date. The DSUs vest immedi- holders through increased share ownership. The terms of ately, are only redeemable once the holder ceases to be an this program were updated in February 2020. Under the officer or employee of the Company or an affiliate, and must updated terms of the program, members of senior manage- be redeemed by the end of the year following the year of ment of Onex are required to invest up to 25% of all amounts termination. Additional units are issued equivalent to the received under the MIP and the Onex Partners’ carried value of any cash dividends that would have been paid on interest in Onex SVS and/or management DSUs. The size of the SVS. To hedge Onex’ exposure to changes in the trading the reinvestment requirement generally increases with the price of Onex shares associated with the Management DSU seniority of the participant and the cumulative proceeds Plan, the Company enters into forward agreements with a they have realized from the MIP and Onex Partners’ car- counterparty financial institution for all grants under the ried interest. Onex SVS and/or management DSUs acquired Management DSU Plan. The costs of those arrangements under this program are subject to a minimum three-year are borne by participants in the Management DSU Plan. holding period. During 2020, no amounts were invested DSUs are redeemable only for cash and no shares or other under this program (2019 – C$10 million). securities of Onex will be issued on the exercise, redemp- Members of management and the Board of Direc- tion or other settlement thereof. Table 28 on page 54 of this tors of Onex can invest limited amounts in partnership MD&A provides details of the change in the DSUs outstand- with Onex in all acquisitions outside the Onex Partners and ing during 2020 and 2019. ONCAP Funds, including co-investment opportunities, at the same time and cost as Onex and other outside investors. During 2020, $19 million (2019 – $9 million) in investments were made by the Onex management team and directors, primarily in the co-investments for Convex and OneDigital. Onex Corporation December 31, 2020 61 MANAGEMENT’S DISCUSSION AND ANALYSIS(vii) Stock Option Plan The total amount invested during 2020 by the Onex Onex has a Stock Option Plan in place that provides for management team and directors in acquisitions and invest- options and/or share appreciation rights to be granted to ments completed through the Onex Partners and ONCAP Onex directors, officers and employees for the acquisition of Funds was $47 million (2019 – $60 million). SVS of Onex, the parent company, for a term not exceeding In addition, the Onex management team may invest 10 years. The options vest equally over five years. The exer- in Onex Credit strategies. At December 31, 2020, investments cise price of the options is the market value of the SVS on the at market value held by the Onex management team in Onex business day preceding the day of the grant. Vested options Credit strategies were approximately $290 million (2019 – are not exercisable unless the average five-day market price approximately $280 million), including the minimum “at of Onex SVS is at least 25% greater than the exercise price at risk” equity investment associated with management’s car- the time of exercise. Table 27 on page 53 of this MD&A pro- ried interest participation in the Onex Falcon Funds. vides details of the change in the stock options outstanding The Onex management team may also invest in at December 31, 2020 and 2019. funds managed by Gluskin Sheff. At December 31, 2020, investments at market value held by the Onex management Onex management team investments in Onex’ Funds team in Gluskin Sheff Funds were approximately $63 million The Onex management team invests meaningfully in each (2019 – $65 million). operating business acquired by the Onex Partners and ONCAP Funds and in strategies managed by Onex Credit. Related-party revenues The structure of the Onex Partners and ONCAP Onex receives management fees on limited partners’ and Funds requires management of Onex Partners and ONCAP clients’ capital within the Onex Partners Funds, ONCAP Funds to invest a minimum of 1% in all acquisitions, with Funds, Onex Credit strategies and advisory fees directly the exception of Onex Partners IV, Onex Partners V and from certain operating businesses. Onex also receives per- ONCAP IV, which require a minimum 2% investment in formance fees from the Onex Credit strategies and recov- all acquisitions. This investment includes the minimum ers certain deal investigation, research and other expenses “at risk” equity investment associated with management’s from the Onex Partners Funds, ONCAP Funds, Onex Credit carried interest participation, as described on page 60 of strategies and the operating businesses of Onex Partners this MD&A. and ONCAP. Onex indirectly controls the Onex Partners The Onex management team and directors have Funds, ONCAP Funds and Onex Credit strategies, and committed to invest 5% of the total capital invested by therefore the management and performance fees earned Onex Partners V for new investments completed during from these sources represent related-party transactions. 2021, including the minimum “at risk” equity investment. Furthermore, Onex indirectly controls, jointly controls or The Onex management team and directors have commit- has significant influence over certain operating businesses ted to invest 8% of the total capital invested by ONCAP IV held by the Onex Partners and ONCAP Funds, and as such, for new investments completed during 2021, including the advisory fees from these operating businesses represent minimum “at risk” equity investment. The Onex manage- related-party transactions. ment team and directors invest in any add-on investments Gluskin Sheff has agreements to manage its pooled in existing businesses pro-rata with their initial investment fund vehicles, where it generally acts as the trustee, man- in the relevant business. ager, transfer agent and principal distributor. In the case of those pooled fund vehicles that are limited partnerships, Gluskin Sheff or an affiliate of Gluskin Sheff is the General Partner. As such, the Gluskin Sheff pooled fund vehicles are related parties of the Company. 62 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISRelated-party revenues comprised the following: TABLE 35 ($ millions) Three Months Ended December 31, 2020 Year Ended December 31, 2020 Management and Advisory Fees Reimbursement of Expenses Performance Fees Total Management and Advisory Fees Reimbursement of Expenses Performance Fees Total Source of related-party revenues Onex Partners Funds (a) $ 28 $ 3 $ – $ 31 $ 112 $ 9 $ – $ 121 Gluskin Sheff pooled fund vehicles(b) Onex Credit Strategies ONCAP Funds (c) Total related-party revenues Gluskin Sheff third-party revenues Total revenues 13 15 5 $ 61 1 $ 62 – 3 – 16 – – 29 18 5 57 54 17 − 4 1 16 – – 73 58 18 $ 6 $ 16 $ 83 $ 240 $ 14 $ 16 $ 270 – $ 6 – 1 4 $ 16 $ 84 $ 244 – $ 14 – 4 $ 16 $ 274 (a) Includes advisory fees and expense reimbursements from Onex Partners operating businesses. (b) Revenue associated with the reimbursement of expenses from the Gluskin Sheff pooled fund vehicles is included within other income. (c) Includes advisory fees and expense reimbursements from ONCAP operating businesses. TABLE 36 ($ millions) Three Months Ended December 31, 2019 Year Ended December 31, 2019 Management and Advisory Fees Reimbursement of Expenses Performance Fees Total Management and Advisory Fees Reimbursement of Expenses Performance Fees Total Source of related-party revenues Onex Partners Funds (a) $ 31 $ 7 $ Gluskin Sheff pooled fund vehicles(b) Onex Credit Strategies ONCAP Funds (c) Total related-party revenues Gluskin Sheff third-party revenues Total revenues 16 13 5 $ 65 2 $ 67 – – 1 $ 8 – $ 8 $ $ – 1 – – 1 – 1 $ 38 $ 129 $ 21 $ – $ 150 17 13 6 39 52 17 1 1 2 24 – – 64 53 19 $ 74 $ 237 $ 25 $ 24 $ 286 2 4 $ 76 $ 241 – $ 25 – 4 $ 24 $ 290 (a) Includes advisory fees and expense reimbursements from Onex Partners operating businesses. (b) Revenue associated with the reimbursement of expenses from the Gluskin Sheff pooled fund vehicles is included within other income. (c) Includes advisory fees and expense reimbursements from ONCAP operating businesses. Onex Corporation December 31, 2020 63 MANAGEMENT’S DISCUSSION AND ANALYSISRelated-party receivables comprised the following: ($ millions) TABLE 37 As at December 31, 2020 Management and Advisory Fees Receivable Recoverable Fund and Operating Expenses Receivable Performance Fees Other Receivables Onex Partners Funds $ 116 $ 75 $ – Gluskin Sheff pooled fund vehicles Onex Credit Strategies ONCAP Funds Onex Partners and ONCAP operating businesses Total related-party receivables Third-party receivables Total 6 12 6 2 $ 142 – $ 142 1 3 3 5 $ 87 – $ 87 17 – – – $ 17 – $ 17 $ $ – 2 1 − – 3 12 $ 15 ($ millions) TABLE 38 As at December 31, 2019 Management and Advisory Fees Receivable Recoverable Fund and Operating Expenses Receivable Performance Fees Other Receivables Onex Partners Funds $ 187 $ 77 Gluskin Sheff pooled fund vehicles Onex Credit Strategies ONCAP Funds Onex Partners and ONCAP operating businesses Total related-party receivables Third-party receivables Total 3 10 3 1 $ 204 1 $ 205 – – 5 – $ 82 – $ 82 $ – 20 – – – $ 20 – $ 20 $ $ 1 – 1 – – 2 23 $ 25 Total $ 191 26 16 9 7 $ 249 12 $ 261 Total $ 265 23 11 8 1 $ 308 24 $ 332 Services received from operating companies During the three months and years ended December 31, 2020 and 2019, Onex received services from certain operating com- panies, the value of which was not significant. 64 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISD I S C L O S U R E C O N T R O L S A N D P R O C E D U R E S A N D I N T E R N A L C O N T R O L S O V E R F I N A N C I A L R E P O R T I N G Table 39 shows a summary of the financial information for Falcon, which is included in the December 31, 2020 con- solidated financial statements of Onex. No revenues or expenses from Falcon were recognized in Onex’ statements The Chief Executive Officer and the Chief Financial Officer of earnings given the short operating period from the date of have designed, or caused to be designed under their super- acquisition of Onex Falcon to December 31, 2020. vision, internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial TABLE 39 ($ millions) reporting and the preparation of the consolidated financial Total assets statements for external purposes in accordance with IFRS. Total liabilities $ 138 $ 42 R I S K E N V I R O N M E N T The Company’s Annual Information Form for the year ended December 31, 2020, as filed on SEDAR, and note 24 to the 2020 annual consolidated financial statements set out certain risks that could be material to Onex and could have a material adverse effect on Onex’ business, financial con- dition, results of operations and cash flows and the value of the Company’s shares. The risks described in these docu- ments are not the only risks that may impact the Company’s business, operations and financial results. Additional risks not currently known to the Company or that Onex manage- ment currently believes are immaterial when considered across the Company’s investment and asset management activities as a whole may also have a material adverse effect on future business, operations and performance. The Chief Executive Officer and the Chief Financial Officer have also designed, or caused to be designed under their supervision, disclosure controls and procedures to pro- vide reasonable assurance that information required to be disclosed by the Company in its corporate filings has been recorded, processed, summarized and reported within the time periods specified in securities legislation. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Due to the inherent limitations in all such systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, Onex’ internal controls over financial reporting and disclosure controls and procedures are effective in providing reason- able, not absolute, assurance that the objectives of Onex’ control systems have been met. Limitation on scope of design Management has limited the scope of the design of inter- nal controls over financial reporting and disclosure controls and procedures to exclude the controls, policies and proce- dures of Falcon (acquired in December 2020), the operating results of which are included in the December 31, 2020 con- solidated financial statements of Onex. The scope limitation is in accordance with National Instrument 52-109, Certifi- cation of Disclosure in Issuer’s Annual and Interim Filings, which allows an issuer to limit its design of internal controls over financial reporting and disclosure controls and proce- dures to exclude the controls, policies and procedures of a company acquired not more than 365 days before the end of the financial period to which the certificate relates. Onex Corporation December 31, 2020 65 MANAGEMENT’S DISCUSSION AND ANALYSISGLOSSARY The following is a list of commonly used terms in Onex’ MD&A and consolidated financial statements and their corresponding definitions. Adjusted EBITDA is a non-GAAP financial measure and is based on the local accounting standards of the individual operating businesses. The metric is based on earnings before interest, taxes, depreciation and amortization as well as other adjustments. Other adjustments can include non-cash costs of stock-based compensation and retention plans, transition and restructuring expenses including severance payments, annualized pro-forma adjustments for acqui- sitions, the impact of derivative instruments that no longer qualify for hedge accounting, the impacts of purchase accounting and other similar amounts. Annualized principal default rate is the annualized percentage of principal defaults that a loan strategy has experi- enced over a stated period of time. Assets under management are the assets that Onex manages on behalf of investors, including Onex’ own capital where applicable. Onex’ assets under management include: (i) The fair value of private equity invested assets and uncalled committed capital to the private equity funds, includ- ing Onex’ own uncalled committed capital in excess of cash and cash equivalents, as applicable; (ii) The par value of invested assets and cash available for reinvestment of the collateralized loan obligations; (iii) The fair value of gross invested and uncalled commitments in middle-market lending, senior loan opportunity, structured credit opportunities and Onex Falcon Funds; and (iv) The gross invested assets or net asset value of the public credit, public equity and other private credit funds. Carried interest is an allocation of part of an investor’s gains to Onex and its management team after the investor has realized a preferred return. CLO warehouse is a leveraged portfolio of credit investments that Onex establishes in anticipation of raising a new CLO. The leverage is typically provided by a financial institution that serves as the placement agent for the relevant CLO. The leverage provided by a financial institution may be in the form of a total return swap that transfers the credit and market risk of specified securities. Onex provides capital to establish the CLO warehouses. Co-investment is a direct investment made by limited partners alongside a fund. Collateral principal amount is the aggregate principal balance of the CLO investments in debt obligations, excluding defaulted debt obligations, and also includes the principal balance of cash deposits. Collateralized Loan Obligation (“CLO”) is a structured investment fund that invests in non-investment grade debt. Interests in these funds are sold in rated and unrated tranches that have rights to the CLO’s collateral and payment streams in descending order of priority. The yield to investors in each tranche decreases as the level of priority increases. Committed capital is the amount contractually committed by limited partners that a fund may call for investments or to pay management fees and other expenses. 66 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISDeferred Share Units (“DSUs”) are synthetic investments made by directors and the Onex management team, where the gain or loss mirrors the performance of the SVS. DSUs may be issued to directors in lieu of director fees and to senior management in lieu of a portion of their annual short-term incentive compensation. Direct Lending consists of the Onex Falcon Funds. Fee-generating capital is the assets under management on which the Company receives management fees, perfor- mance fees and/or carried interest. Fully diluted shares are calculated using the treasury stock method and include all outstanding SVS as well as out- standing stock options where Onex’ share price exceeds the exercise price of the stock options. General partner is a partner that determines most of the actions of a partnership and can legally bind the partnership. The general partners of Onex-sponsored funds are Onex-controlled subsidiaries. Gross internal rate of return (“Gross IRR”) is the annualized percentage return achieved on an investment or fund, taking time into consideration. This measure does not reflect a limited partner’s return since it is calculated without deducting carried interest, management fees, taxes and expenses. Gross multiple of capital (“Gross MOC”) is an investment’s or fund’s total value divided by the capital that has been invested. This measure does not reflect a limited partner’s multiple of capital since it is calculated without deducting carried interest, management fees, taxes and expenses. Hurdle or preferred return is the minimum return required from an investment or fund before entitlement to pay- ments under the MIP, carried interest or performance fees. International Financial Reporting Standards (“IFRS”) are a set of standards adopted by Onex to determine account- ing policies for the consolidated financial statements that were formulated by the International Accounting Standards Board and allow for comparability and consistency across businesses. As a publicly listed entity in Canada, Onex is required to report under IFRS. Investing capital represents Onex’ investing assets that are invested in private equity, Onex Credit strategies, treasury investments, cash and cash equivalents and near-cash available for investing. Investing capital is determined on the same basis as segmented assets for Onex’ investing segment. Investing capital per share is Onex’ investing capital divided by the number of fully diluted shares outstanding. Investor capital is the assets under management of third-party investors, including co-investments and capital invested by the Onex management team, as applicable. Leveraged loans refer to the non-investment grade senior secured debt of relatively highly leveraged borrowers. A lev- eraged loan is often issued by a company in connection with it being acquired by a private equity or corporate investor. Onex Corporation December 31, 2020 67 MANAGEMENT’S DISCUSSION AND ANALYSISLimited partner is an investor whose liability is generally limited to the extent of their share of the partnership. Management incentive plans include: (i) the management investment plan (“MIP”), which is a plan that required Onex and Onex Partners management to invest in each of the operating businesses acquired or invested in by Onex. Management’s required cash investment was 1.5% of Onex’ interest in each acquisition or investment. Management is allocated 7.5% of Onex’ realized gain from an operating business investment, subject to Onex realizing the full return of its investment plus a net 15% internal rate of return on the investment. The MIP also has vesting requirements, cer- tain limitations and voting requirements; (ii) the Onex Partners carried interest program, which allocates 60% of the carried interest realized in the Onex Partners Funds to management of Onex Partners. Management of Onex Partners is also entitled to a carried interest of 12% of the realized net gains from Onex capital in Onex Partners V, subject to an 8% compound annual preferred return to Onex on amounts contributed to the fund; (iii) the ONCAP carried interest program, which allocates to the management of ONCAP 60% of the carried interest realized in the ONCAP Funds and an equivalent carried interest on Onex’ capital in the ONCAP Funds; and (iv) the Onex Falcon carried interest program, which entitles the management of Onex Falcon to 80% of the carried interest realized in Onex Falcon VI and substan- tially all of the carried interest realized on other existing Onex Falcon Funds as at December 31, 2020. The Onex Credit team will also be allocated 50% of the carried interest realized on future Onex Falcon Funds. Middle-Market Lending consists of Onex Credit Lending Partners and middle-market lending originated by Onex. Multiple Voting Shares of Onex are the controlling class of shares, which entitle Mr. Gerald W. Schwartz to elect 60% of Onex’ directors and to 60% of the total shareholder vote on most matters. The shares have no entitlement to distri- bution on wind-up or dissolution above their nominal paid-in value and do not participate in dividends or earnings. Near-cash are investment holdings in readily marketable investments that can be converted to cash in an orderly mar- ket. In addition, near-cash includes management fees receivable from the limited partners of Onex’ private equity funds. Net internal rate of return (“Net IRR”) is the annualized percentage return earned by the limited partners of a fund, excluding Onex as a limited partner, after the deduction of carried interest, management fees, taxes and expenses, tak- ing time into consideration. Net multiple of capital (“Net MOC”) is the investment distributions and unrealized value, net of carried interest and taxes, to limited partners subject to carried interest and management fees in the funds, excluding Onex as a limited partner, divided by the limited partners’ total contributions for investments, fees and expenses. Normal Course Issuer Bid(s) (“NCIB” or the “Bids”) is an annual program(s) approved by the Board of Directors that enables Onex to repurchase SVS for cancellation. ONEX is the share symbol for Onex Corporation on the Toronto Stock Exchange. Onex Credit Funds are the actively managed, diversified portfolio investment funds of Onex Credit, which include senior loan strategies, opportunistic and special situation strategies and structured credit and high yield strategies. 68 Onex Corporation December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSISOnex Credit Lending Partners (“OCLP”) is a middle-market lending fund which provides credit to private equity spon- sor-owned portfolio companies and, selectively, other corporate borrowers predominantly in the United States and, selectively, in Canada and Europe. The strategy invests the majority of its capital in senior secured loans of companies primarily in less cyclical and less capital-intensive industries, with a focus on capital preservation. The fund employs a buy-and-hold approach to investing, with a goal of owning a diversified pool of investments. Onex Falcon Funds are the actively managed funds of Onex Falcon, which include specialized private credit strategies. Performance fees include performance allocations and are generated on high net worth clients and institutional investors’ capital managed by Onex Credit and Gluskin Sheff, some of which are subject to a hurdle or preferred return to investors. Private equity platform refers to Onex’ investing and asset management activities carried on through the Onex Part- ners and ONCAP Funds. Run-rate management fees is a forward-looking calculation representing management fees that would be earned over a twelve-month period based on the annual management fee rates and the basis or method of calculation in place at period end. Shareholder capital represents Onex’ total assets adjusted to include accounts payable and accrued liabilities, accrued compensation, and lease and other liabilities, and to exclude associated DSU hedge assets. Shareholder capital per share is shareholder capital divided by the number of fully diluted shares outstanding. Subordinate Voting Shares (“SVS”) are the non-controlling share capital of Onex. SVS shareholders are entitled to elect 40% of Onex’ directors and to 40% of the total shareholder vote on most matters. These shares are the only class of stock that economically participates in Onex Corporation. The SVS trade on the Toronto Stock Exchange. Wealth management is a platform that includes capital managed by Gluskin Sheff in its public equity and debt strategies. Onex Corporation December 31, 2020 69 MANAGEMENT’S DISCUSSION AND ANALYSISMANAGEMENT’S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated financial statements have been prepared by management, reviewed by the Audit and Corporate Governance Committee and approved by the Board of Directors of the Company. Management is responsible for the information and representations contained in these consolidated financial statements. The Company maintains appropriate processes to ensure that relevant and reliable financial information is produced. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards. The significant accounting policies which management believes are appropriate for the Company are described in note 1 to the consolidated financial statements. The Board of Directors is responsible for reviewing and approving the consolidated financial statements and over- seeing management’s performance of its financial reporting responsibilities. An Audit and Corporate Governance Committee of non-management independent directors is appointed by the Board of Directors. The Audit and Corporate Governance Committee reviews the consolidated financial statements, adequacy of inter- nal controls, audit process and financial reporting with management and with the external auditors. The Audit and Corporate Governance Committee reports to the Board of Directors prior to the approval of the audited consolidated financial state- ments for publication. PricewaterhouseCoopers LLP, the Company’s external auditors, who are appointed by the holders of Subordinate Voting Shares, audited the consolidated financial statements in accordance with Canadian generally accepted auditing standards to enable them to express to the shareholders their opinion on the consolidated financial statements. Their report is set out on the following page. [signed] [signed] Christopher A. Govan Chief Financial Officer February 25, 2021 Derek C. Mackay Managing Director, Finance 70 Onex Corporation December 31, 2020 INDEPENDENT AUDITOR’S REPORT To the Shareholders of Onex Corporation Our opinion In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Onex Corporation and its subsidiaries (together, the Company) as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). What we have audited The Company’s consolidated financial statements comprise: • • • • • • the consolidated balance sheets as at December 31, 2020 and 2019; the consolidated statements of earnings for the years then ended; the consolidated statements of comprehensive earnings for the years then ended; the consolidated statements of equity for the years then ended; the consolidated statements of cash flows for the years then ended; and the notes to the consolidated financial statements, which include significant accounting policies and other explanatory information. Basis for opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consoli- dated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consol- idated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Onex Corporation December 31, 2020 71 Key audit matter How our audit addressed the key audit matter Our approach to addressing the matter involved the following procedures, among others: • Tested management’s process of estimating the fair value of underlying non-public investments by: – tested the appropriateness of the methodology used by management; – evaluated the Company’s assumptions related to unlevered free cash flows including the timing of earnings projections and expected long-term revenue growth rates, by considering the current and past performance of the particular investment; – compared actual results to the budgeted unlevered free cash flows used in the prior year models; – utilized a professional with specialized skill and knowledge in the field of valuation to assist in assessing the reason- ability of the adjusted EBITDA multiples, the weighted average costs of capital and exit multiples; – agreed the key assumptions used in the valuation models to confirmations from the particular investment’s manage- ment; and – tested the mathematical accuracy of the valuation models. • Tested the disclosures made in the consolidated financial statements, particularly with regard to the sensitivity of the significant assumptions used. Valuation of corporate investments Refer to note 1 – Basis of Preparation and Significant Accounting Policies, note 6 – Corporate Investments and note 23 – Fair Value Measurements to the consolidated financial statements. Corporate investments of $9,969 million as at December 31, 2020 represent Onex’ investments in its Investment Holding Compa- nies, which include subsidiaries determined to be investment entities under IFRS 10, and all other subsidiaries that do not pro- vide investment-related services and are not investment entities. Investment Holding Companies are measured at fair value with changes in fair value recognized through net earnings (loss). The fair value measurement of Investment Holding Companies uti- lized the adjusted net asset method to derive the fair values, by reference to the underlying fair value of the Investment Holding Companies’ assets and liabilities. The measurement of Investment Holding Companies is signifi- cantly impacted by the fair values of the underlying non-public investments held by Investment Holding Companies directly or through investment in the Onex Partners Funds, ONCAP Funds and Onex Credit Strategies. The valuation of the underlying non- public investments requires significant judgment due to the absence of quoted market values, inherent lack of liquidity, the heightened market uncertainty as a result of COVID-19 and the long-term nature of such investments. As such, for the majority of these investments, management used valuation methodolo- gies such as discounted cash flow analysis and the comparable company valuation multiple technique. Management used its own assumptions regarding unobservable inputs, where there is little, if any, market activity in the underlying investments or related observable inputs that can be corroborated as at the measurement date. For a discounted cash flow analysis, the key assumptions included unlevered free cash flows including the timing of earnings projections and the expected long-term revenue growth, the weighted average costs of capital and the exit multiples. For the comparable company valuation multiple technique, the key assumptions included estimated adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) and adjusted EBITDA multiples. We considered this a key audit matter due to the significant judg- ments used by management when determining the fair values of the non-public investments and the high degree of complexity in assessing audit evidence related to the significant assumptions made by management. In addition, the audit effort involved the use of professionals with specialized skill and knowledge in the field of valuations. 72 Onex Corporation December 31, 2020 Key audit matter How our audit addressed the key audit matter Our approach to addressing the matter involved the following procedures, among others: • Evaluated how management determined the recoverable amount of the goodwill, which included the following: – tested the appropriateness of the method used and the mathematical accuracy of the discounted cash flow projection; – tested the net growth in assets under management in the discounted cash flow projection by comparing it to the budget and management’s strategic plans approved by senior management; – professionals with skill and knowledge in the field of valuation assisted in testing the reasonableness of the discount rate and terminal value growth rate applied by management based on available data of comparable companies; and – tested the underlying data used in the discounted cash flow projection. • Tested the disclosures made in the consolidated financial statements, particularly with regard to the sensitivity of the significant assumptions used. Gluskin Sheff goodwill impairment Refer to note 1 – Basis of Preparation and Significant Accounting Policies and note 9 – Goodwill and Intangible Assets to the con- solidated financial statements. The Company had goodwill of $264 million as at December 31, 2020, of which $114 million related to the goodwill associated with the acquisition of Gluskin Sheff + Associates Inc. (“Gluskin Sheff”). Management performs an impairment assessment annually, or more frequently if events or circumstances indicate that the carrying value may be impaired. An impairment loss is recognized if the carrying amount of a cash generating unit (CGU) to which the goodwill relates exceeds its recoverable amount. Management concluded that as at March 31, 2020, conditions existed which may indicate that goodwill and intangible assets associated with the acquisition of Gluskin Sheff were impaired as a result of the market volatility and economic disruption which began in March 2020 in connection with the COVID-19 pandemic. A goodwill impairment charge of $85 million associated with the goodwill of Gluskin Sheff was recognized. The recoverable amount was calculated on a fair value less costs of disposal basis. The recoverable amount was a Level 3 measurement in the fair value hierarchy due to significant unobservable inputs used in determining the recoverable amount, which was based on a five- year discounted cash flow projection. Significant assumptions included in the discounted cash flow projection included a termi- nal value growth rate, net growth in assets under management and a discount rate. We considered this a key audit matter due to (i) the significance of the goodwill balance and (ii) the significant judgment made by management in determining the recoverable amount of the CGU, including the use of significant assumptions. This resulted in a high degree of subjectivity and audit effort in performing au- dit procedures to test the significant assumptions. Professionals with skill and knowledge in the field of valuation assisted us in performing our procedures. Other information Management is responsible for the other information. The other information comprises the Management’s Discussion and Analysis and the information, other than the consolidated financial statements and our auditor’s report thereon, included in the annual report. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. Onex Corporation December 31, 2020 73 In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of management and those charged with governance for the consolidated financial statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to con- tinue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. Auditor’s responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reason- able assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian gen- erally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and ap- propriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related dis- closures made by management. 74 Onex Corporation December 31, 2020 • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclo- sures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclo- sures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities with- in the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most signif- icance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The engagement partner on the audit resulting in this independent auditor’s report is Alaina Tennison. [signed] PricewaterhouseCoopers llp Chartered Professional Accountants, Licensed Public Accountants Toronto, Ontario February 25, 2021 Onex Corporation December 31, 2020 75 CONSOLIDATED BALANCE SHEETS (in millions of U.S. dollars) Assets Cash and cash equivalents (note 3) Treasury investments (note 4) Management and advisory fees, recoverable fund expenses and other receivables (note 5) Corporate investments (including intercompany loans receivable from Onex and the Asset Managers of $4,043 (December 31, 2019 – $4,217), comprising part of the fair value of Investment Holding Companies) (note 6) Other assets (note 7) Property and equipment (note 8) Intangible assets (note 9) Goodwill (note 9) Total assets As at As at December 31, 2020 December 31, 2019 $ 706 234 261 9,969 98 169 167 264 11,868 $ 988 306 332 9,450 126 181 158 261 11,802 Intercompany loans payable to Investment Holding Companies (notes 10 and 14) Total assets net of intercompany loans payable to Investment Holding Companies (4,043) $ 7,825 (4,217) $ 7,585 $ 29 125 263 75 90 $ 582 $ 7,243 $ 314 6,929 $ 7,243 $ 39 109 301 72 81 $ 602 $ 6,983 $ 342 6,641 $ 6,983 Other liabilities Accounts payable and accrued liabilities Accrued compensation (note 11) Stock-based compensation payable (note 12) Lease liabilities (notes 13 and 14) Contingent consideration and other liabilities (notes 2, 15 and 20) Total other liabilities Net assets Equity Share capital (note 16) Retained earnings and accumulated other comprehensive earnings Total equity See accompanying notes to the consolidated financial statements. Signed on behalf of the Board of Directors [signed] Director [signed] Director 76 Onex Corporation December 31, 2020 CONSOLIDATED STATEMENTS OF EARNINGS (in millions of U.S. dollars except per share data) Year ended December 31 Income Net gain on corporate investments (including an increase in carried interest of $21 (2019 – decrease of $1) (note 6) Management and advisory fees (note 17) Performance fees (note 17) Interest and net treasury investment income (note 18) Reimbursement of expenses from investment funds and operating businesses (note 17) Other income Total income Expenses Compensation Stock-based compensation recovery (expense) (note 19) Impairment of goodwill (note 9) Amortization of property, equipment and intangible assets (notes 8 and 9) Recoverable expenses from investment funds and operating businesses Acquisition, integration and other expenses (note 20) 2020 2019 $ 848 244 16 16 14 3 $ 799 241 24 14 24 3 $ 1,141 $ 1,105 $ (207) $ (178) 21 (85) (57) (14) (69) (60) – (45) (24) (108) Total expenses $ (411) $ (415) Gain on derecognition of previously consolidated corporate investments (note 1) Reclassification from accumulated other comprehensive loss on derecognition of previously consolidated corporate investments (note 1) Net gain on derecognition of previously consolidated corporate investments Earnings before income taxes Recovery of income taxes (note 15) Net earnings Net earnings per Subordinate Voting Share of Onex Corporation (note 21) Basic Diluted See accompanying notes to the consolidated financial statements. $ $ – – – $ 730 – $ 730 $ 7.64 $ 7.63 $ 3,719 (170) $ 3,549 $ 4,239 38 $ 4,277 $ 42.78 $ 42.74 Onex Corporation December 31, 2020 77 CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (in millions of U.S. dollars) Year ended December 31 Net earnings Other comprehensive earnings, net of tax Items that may be reclassified to net earnings: Currency translation adjustments Reclassification to net earnings on derecognition of previously consolidated corporate investments (note 1) Other comprehensive earnings, net of tax Total comprehensive earnings See accompanying notes to the consolidated financial statements. 2020 $ 730 – – – $ 2019 $ 4,277 14 170 184 $ $ 730 $ 4,461 CONSOLIDATED STATEMENTS OF EQUITY (in millions of U.S. dollars except per share data) (note 16) Earnings Earnings (Loss) Corporation Interests Accumulated Attributable to Total Equity Share Capital Retained Comprehensive of Onex controlling Other Equity Holders Non- Total Equity Balance – December 31, 2018 $ 320 $ 2,412 $ (170)(a) $ 2,562 $ 3,075 $ 5,637 Derecognition of previously consolidated corporate investments (note 1) Dividends declared (b) Options exercised Repurchase and cancellation of shares (note 16) Equity issued in connection with the acquisition of Gluskin Sheff (c) Net earnings Currency translation adjustments included in other comprehensive earnings – – 2 (1) 21 – – – (29) – (33) – 4,277 – 170 – – – – – 14 170 (29) 2 (34) 21 4,277 14 Balance – December 31, 2019 $ 342 $ 6,627 $ 14(d) $ 6,983 $ Dividends declared (b) Options exercised Repurchase and cancellation of shares (note 16) Net earnings – 2 (30) – (28) – (414) 730 – – – – (28) 2 (444) 730 Balance – December 31, 2020 $ 314 $ 6,915 $ 14(e) $ 7,243 $ (3,075) (2,905) – – – – – – – – – – – – (29) 2 (34) 21 4,277 14 $ 6,983 (28) 2 (444) 730 $ 7,243 (a) Accumulated other comprehensive loss as at December 31, 2018 consisted of currency translation adjustments of negative $156 and unrealized losses on the effective portion of cash flow hedges of $14. Accumulated other comprehensive loss as at December 31, 2018 included $2 of net losses related to discontinued operations. Income taxes did not have a significant effect on these items. (b) Dividends declared per Subordinate Voting Share were C$0.40 for the year ended December 31, 2020 (2019 – C$0.3875). During 2019, shares issued under the dividend reinvestment plan amounted to less than $1. There are no tax effects for Onex on the declaration or payment of dividends. (c) In June 2019, Onex issued Subordinate Voting Shares of Onex Corporation and limited partnership units of an Onex subsidiary, as described in notes 2 and 16. (d) Accumulated other comprehensive earnings as at December 31, 2019 consisted of currency translation adjustments of positive $14. Income taxes did not have a significant effect on this item. (e) Accumulated other comprehensive earnings as at December 31, 2020 consisted of currency translation adjustments of positive $14. Income taxes did not have a significant effect on this item. See accompanying notes to the consolidated financial statements. 78 Onex Corporation December 31, 2020 CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions of U.S. dollars) Year ended December 31 Operating activities Net earnings Adjustments to net earnings: Recovery of income taxes Interest and net treasury investment income Interest expense Earnings before interest and recovery of income taxes Cash taxes received (paid) Investments made in and loans made to Investment Holding Companies Distributions and loan repayments received from Investment Holding Companies Items not affecting cash and cash equivalents: Amortization of property, equipment and intangible assets (notes 8 and 9) Net gain on corporate investments (note 6) Stock-based compensation (note 19) Impairment of goodwill Gain on derecognition of previously consolidated corporate investments (note 1) Reclassification from accumulated other comprehensive loss on derecognition of previously consolidated corporate investments (note 1) Foreign exchange loss (gain) Expense related to future Onex Credit asset manager distributions (note 20) Other Changes in non-cash working capital items: Management and advisory fees, fund expenses and other receivables Other assets Accounts payable, accrued liabilities and other liabilities Accrued compensation Increase (decrease) in cash and cash equivalents due to changes in non-cash working capital items Increase (decrease) in other operating activities Cash provided by operating activities Financing activities Repurchase of share capital of Onex Corporation (note 16) Cash dividends paid (note 16) Principal elements of lease payments (note 13) Cash interest paid (note 13) Issuance of loans from Investment Holding Companies Repayment of loans to Investment Holding Companies Cash provided by (used in) financing activities Investing activities Acquisitions net of cash and cash equivalents acquired of $1 (2019 – $11) (note 2) Net sale (purchase) of treasury investments Purchases of property and equipment Cash interest received Increase due to other investing activities Cash used in investing activities Increase (decrease) in cash and cash equivalents Decrease in cash due to the derecognition of previously consolidated corporate investments, including cash from discontinued operations (note 1) Increase (decrease) in cash due to changes in foreign exchange rates Cash and cash equivalents, beginning of the period – continuing operations Cash and cash equivalents, beginning of the period – discontinued operations 2020 2019 $ 730 $ 4,277 – (16) 2 716 1 (325) 654 57 (848) (36) 85 – – (2) – 2 304 67 (1) (3) 16 79 (1) $ 382 $ (444) (29) (8) (2) 172 (346) $ (657) $ (97) 77 (1) 12 – $ (9) $ (284) – 2 988 – (38) (14) 2 4,227 (1) (358) 855 45 (799) 16 – (3,719) 170 5 44 3 488 (47) (2) (9) 30 (28) 5 465 (36) (28) (7) (2) 530 (79) 378 (297 ) (105) (3) 12 3 $ $ $ $ $ (390 ) $ 453 (2,169) (3) 2,680 27 Cash and cash equivalents $ 706 $ 988 See accompanying notes to the consolidated financial statements. Onex Corporation December 31, 2020 79 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions of U.S. dollars except per share data) Onex Corporation and its wholly-owned subsidiaries manage capital invested and committed by investors from around the world and invest shareholder capital primarily in private equity and non-investment grade credit strategies. Onex invests in its two private equity platforms: Onex Partners for middle-market and larger transactions and ONCAP for middle- market and smaller transactions. Onex is currently investing through Onex Partners V, a $7,150 fund raised in November 2017, and ONCAP IV, a $1,107 fund raised in November 2016. Onex also invests in Onex Credit strategies, which consist of non-investment grade debt in collateralized loan obligations, middle- market lending and other credit strategies. Throughout these statements, the terms “Onex” and the “Company” refer to Onex Corporation, the ultimate parent company. Onex is a Canadian corporation domiciled in Canada and listed on the Toronto Stock Exchange under the symbol ONEX. Onex’ shares are traded in Canadian dollars. The registered address for Onex is 161 Bay Street, Toronto, Ontario. Mr. Gerald W. Schwartz controls Onex through his ownership of all of the outstanding Multiple Voting Shares of the corporation. Mr. Schwartz also indirectly held 13% of the outstanding Subordinate Voting Shares of Onex at December 31, 2020. All amounts included in the notes to the consolidated financial statements are in millions of U.S. dollars unless otherwise noted. The consolidated financial statements were authorized for issue by the Board of Directors on February 25, 2021. S TAT E M E N T O F C O M P L I A N C E which are referred to as the Primary Investment Holding Compa- nies, are the holding companies for substantially all of Onex’ invest- The consolidated financial statements have been prepared in ac- ments, excluding intercompany loans receivable from Onex and the cordance with International Financial Reporting Standards (“IFRS”) Asset Managers, as defined below. The Primary Investment Holding as issued by the International Accounting Standards Board. These Companies were formed in the United States. consolidated financial statements were prepared on a going con- Asset management refers to the activity of managing cern basis. capital in Onex’ private equity funds, private credit strategies, The U.S. dollar is Onex’ functional currency and the public debt strategies and public equity strategies. This activity is financial statements have been reported on a U.S. dollar basis. conducted through wholly-owned subsidiaries of Onex, which are 1. B A S I S O F P R E PA R AT I O N A N D S I G N I F I C A N T A C C O U N T I N G P O L I C I E S B A S I S O F P R E S E N TAT I O N Throughout the notes to the consolidated financial statements, in- vestments and investing activity of Onex’ capital primarily relate to its private equity funds, credit strategies and certain investments held outside the private equity funds and credit strategies. These investments are held directly or indirectly through wholly-owned subsidiaries of Onex, which are referred to as Investment Holding Companies. While there are a number of Investment Holding Com- panies, substantially all of these companies consist of direct or in- direct subsidiaries of Onex Private Equity Holdings LLC, Onex CLO Holdings LLC or Onex Credit Holdings LLC. These three companies, the managers of the Onex Partners Funds, ONCAP Funds, Onex Credit strategies and the Gluskin Sheff + Associates Inc. (“Gluskin Sheff”) strategies. These subsidiaries are referred to as Onex’ Asset Managers and are consolidated by Onex. References to the Onex management team include the management of Onex, Onex Partners, ONCAP, Onex Credit and Gluskin Sheff. References to management without the use of “team” include only the relevant group. References to an Onex Partners Group represent Onex, the limited partners of the relevant Onex Partners Fund, the Onex management team and, where applica- ble, certain other limited partners as co-investors. References to an ONCAP Group represent Onex, the limited partners of the relevant ONCAP Fund, the Onex management team and, where applicable, certain other limited partners as co-investors. 80 Onex Corporation December 31, 2020 On January 1, 2019, Onex determined it met the definition of an in- The Company has also performed an assessment to de- vestment entity, as defined by IFRS 10, Consolidated financial state- termine which of its subsidiaries are investment entities, as defined ments (“IFRS 10”). As a result, Onex’ investments in its subsidiaries under IFRS 10. When performing this assessment, the Company that do not provide investment-related services are accounted for considered the subsidiaries’ current business purpose along with as corporate investments at fair value through net earnings (loss). the business purpose of the subsidiaries’ direct and indirect invest- On January 1, 2019, Onex recognized a gain on the transition to in- ments. The Company has concluded that the Primary Investment vestment entity status of $3,549, including items reclassified from Holding Companies meet the definition of an investment entity. accumulated other comprehensive loss, reflecting the difference Throughout these consolidated financial statements, between the corporate investments’ fair values and their previous wholly-owned subsidiaries of Onex that are recognized at fair value carrying values. Onex determined that it continues to meet the defi- are referred to as Investment Holding Companies. Investment Hold- nition of an investment entity, as defined by IFRS 10, as at Decem- ing Companies include subsidiaries determined to be investment ber 31, 2020. entities under IFRS 10, and all other subsidiaries that do not provide investment-related services and are not investment entities. The simplified diagram below illustrates the types of subsidiaries included within Onex’ corporate structure and the basis on which they are accounted for. Intercompany loans between consolidated subsidiaries and investment holding companies(1) CORPORATION Consolidated Subsidiaries ASSET MANAGERS Investment Holding Companies(2) ONEX PRIVATE EQUITY HOLDINGS LLC ONEX CLO HOLDINGS LLC Private equity investments including Onex Partners and ONCAP Funds(3) Onex Credit CLO investments(3) ONEX CREDIT HOLDINGS LLC Onex Credit Fund and middle-market lending investments(3) (1) Onex Corporation and the consolidated asset management subsidiaries enter into intercompany loans that, in aggregate, have no net effect on Onex’ financial position. Intercompany loans payable by Onex and the consolidated subsidiaries to the Investment Holding Companies are recognized as liabilities in the consolidated balance sheets, with the corresponding loans receivable classified as an asset within corporate investments in the consolidated balance sheets. (2) Onex’ investments in the Investment Holding Companies are recorded as corporate investments at fair value through net earnings (loss). (3) Onex’ investments in private equity, middle-market lending, CLOs and Onex Credit Funds are typically held directly or indirectly through wholly-owned investment holding companies, which are subsidiaries of the Primary Investment Holding Companies identified above. Onex Corporation December 31, 2020 81 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe following table presents the material unconsolidated subsidiaries as well as associates and joint ventures of the Investment Holding Companies at December 31, 2020. Headquarters(a) Onex’ Economic Interest Voting Interest (b) Other private equity investments Celestica Inc. Onex Partners II Carestream Health, Inc. Onex Partners III BBAM Limited Partnership JELD-WEN Holding, Inc. Meridian Aviation Partners Limited and affiliates SGS International, LLC Onex Partners III and Onex Partners V Emerald Expositions Events, Inc (d) Onex Partners IV Advanced Integration Technology LP ASM Global Clarivate Analytics Plc Parkdean Resorts PowerSchool Group LLC Ryan, LLC SCP Health WireCo WorldGroup Onex Partners IV and Onex Partners V KidsFoundation Holdings B.V. Onex Partners V Acacium Group (formerly Independent Clinical Services Group) Convex Group Limited OneDigital WestJet Airlines Ltd. Canada United States United States United States Ireland United States United States United States United States United Kingdom United Kingdom United States United States United States United States The Netherlands United Kingdom United Kingdom United States Canada 14% 36% 9% 8% 25% 23% 23% 13% 16% 4% 28% 16% 14% 22% 23% 20% 20% 14% 13% 21% 81% 100% (c) 33% (c) 100% 91% 85% 50% (c) 49% 12% (c) 94% 50% (c) (c) 68% 71% 72% 74% 97% 59% 75% (a) Certain entities were formed in a different jurisdiction than where they are headquartered. (b) Onex controls the General Partner and Manager of the Onex Partners Funds and as such, the voting interests in each Onex Partners investment includes voting securities held by the related Onex Partners Fund Group. The voting interests include shares that Onex has the right to vote through contractual arrangements or through multiple voting rights attached to particular shares. (c) Onex exerts joint control or significant influence over these investments through its right to appoint members to the boards of directors of these entities. (d) Economic and voting interests are presented on an as-converted basis. 82 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSS I G N I F I C A N T A C C O U N T I N G P O L I C I E S Foreign currency translation The Company’s receivables are recognized initially at fair value and are subsequently measured at amortized cost. The The Company’s functional currency is the U.S. dollar, as it is the cur- Company recognizes a loss allowance for receivables based on the rency of the primary economic environment in which it operates. 12-month expected credit losses for receivables that have not had For such operations, monetary assets and liabilities denominated a significant increase in credit risk since initial recognition. For in foreign currencies are translated into U.S. dollars at the year-end receivables with a credit risk that has significantly increased since exchange rates. Non-monetary assets and liabilities denominated initial recognition, the Company records a loss allowance based on in foreign currencies are translated at historical rates and revenue the lifetime expected credit losses. Significant financial difficulties and expenses are translated at the average exchange rates prevail- of the counterparty and default in payments are considered indi- ing during the relevant period of the transaction. Exchange gains cators that the credit risk associated with a receivable balance may and losses also arise on the settlement of foreign-currency denomi- have changed since initial recognition. nated transactions. These exchange gains and losses are recognized in earnings. Corporate investments The functional currency of Gluskin Sheff is the Canadi- Corporate investments include Onex’ investments in its subsidiar- an dollar and as such, the assets and liabilities of Gluskin Sheff are ies, primarily consisting of Investment Holding Companies, that translated into U.S. dollars using the year-end exchange rate. The meet the investment entity exception to consolidation criteria in revenue and expenses of Gluskin Sheff are translated at the average IFRS 10. These subsidiaries primarily invest Onex’ shareholder capi- exchange rates prevailing during the relevant period of the transac- tal in the Onex Partners Funds, ONCAP Funds and Onex Credit strat- tion. Gains and losses arising from the translation of Gluskin Sheff’s egies. Corporate investments are measured at fair value through net financial results are deferred in the currency translation account earnings (loss) in accordance with IFRS 9. The fair value of corpo- included in equity. Cash and cash equivalents rate investments includes the fair value of both intercompany loans receivable from and payable to Onex and the Asset Managers. In addition, the fair value of corporate investments includes Onex’ Cash and cash equivalents include liquid investments such as term portion of the carried interest earned on investments made by the deposits, money market instruments and commercial paper with Onex Partners and ONCAP Funds and the liability associated with original maturities of less than three months. The investments are management incentive programs, including the Management carried at cost plus accrued interest, which approximates fair value. Investment Plan (the “MIP”), as described in note 26(f ). Treasury investments Substantially all of the Company’s corporate investments, excluding intercompany loans, consisted of investments made in Treasury investments include commercial paper, federal and the Primary Investment Holding Companies and investments made provincial debt instruments, corporate obligations and structured in operating businesses directly by Onex. products. Treasury investments are measured at fair value through net earnings (loss) in accordance with IFRS 9, Financial instru- Leases ments (“IFRS 9”). Leases are recognized as a right-of-use asset and a corresponding Purchases and sales of treasury investments are recog- lease liability at the date at which the leased asset is available for nized on the settlement date of the transactions. use, with the exception of leases of low-value assets or leases with a term of 12 months or less, which are recognized on a straight- Management and advisory fees, recoverable fund expenses and other receivables line basis as an expense. Each lease payment is allocated between the repayment of the lease liability and finance cost. The finance Management and advisory fees receivable represent amounts ow- cost is charged to the consolidated statements of earnings over the ing to Onex and the Asset Managers from the Onex Partners Funds, lease period to produce a constant periodic rate of interest on the ONCAP Funds, Onex Credit strategies, Gluskin Sheff Funds, Gluskin remaining balance of the lease liability for each period. The right- Sheff clients and certain operating companies of the Onex Partners of-use asset is depreciated on a straight-line basis over the shorter and ONCAP Funds. of the asset’s useful life and the lease term. Right-of-use assets and Recoverable fund expenses include amounts owing to lease liabilities arising from a lease are initially measured on a pres- the Asset Managers from the Onex Partners Funds, ONCAP Funds, ent value basis. Right-of-use assets are included within property Onex Credit strategies and certain operating companies of the Onex and equipment in the consolidated balance sheets. Partners and ONCAP Funds related to certain deal investigation, re- search and other expenses incurred by the Asset Managers which are recoverable at cost. Onex Corporation December 31, 2020 83 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSProperty and equipment will be assessed for impairment at the level of either an individual Property and equipment are recorded at cost less accumulated CGU or a group of CGUs. The determination of CGUs and the level at amortization and provisions for impairment, if any. Cost consists which goodwill is monitored requires judgement by management. of expenditures directly attributable to the acquisition of the as- The carrying amount of a CGU or a group of CGUs is compared to set. Subsequent expenditures for maintenance and repairs are its recoverable amount, which is the higher of its value-in-use or fair expensed as incurred, while costs related to betterments and im- value less costs to sell, to determine if an impairment exists. Impair- provements that extend the useful lives of property and equipment ment losses for goodwill are not reversed in future periods. are capitalized. Amortization is provided for other property and equipment on a straight-line basis over their estimated useful lives as follows: Amortization is provided for intangible assets with a limited life on a straight-line basis over the estimated useful lives of the assets as follows: Aircraft up to 20 years Trade names Leasehold improvements up to the term of the lease Software Furniture and equipment up to 10 years Client relationships and asset management contracts up to 10 years up to 10 years up to 5 years Impairment of long-lived assets When components of an asset have a significantly different useful Property, equipment and intangible assets are reviewed for im- life or residual value than the primary asset, the components are pairment annually or whenever events or changes in circum- amortized separately. Residual values, useful lives and methods of stances suggest that the carrying amount of the asset may not be amortization are reviewed at each fiscal year end and adjusted pro- recoverable. Judgement is required in determining whether events spectively as required. Goodwill and intangible assets or changes in circumstances during the year are indicators that a review for impairment should be conducted prior to the annual assessment. An impairment loss is recognized when the carrying Goodwill and intangible assets are recorded at their fair value at the value of an asset or CGU exceeds the recoverable amount. The re- date of acquisition of the related subsidiary or at cost if purchased. coverable amount of an asset or CGU is the greater of its value in Goodwill is initially measured as the excess of the aggregate of the use or its fair value less costs to sell. consideration transferred, the fair value of any contingent consid- Impairment losses for long-lived assets are reversed in eration, the amount of any non-controlling interest in the acquired future periods if the circumstances that led to the impairment no company and, for a business combination achieved in stages, the longer exist. The reversal is limited to restoring the carrying amount fair value at the acquisition date of the Company’s previously held that would have been determined, net of amortization, had no interest in the acquired company compared to the net fair value of impairment loss been recognized in prior periods. the identifiable assets and liabilities acquired. Goodwill is not amor- tized and is tested for impairment annually, or more frequently Intercompany loans with Investment Holding Companies if conditions exist which indicate that goodwill may be impaired. Intercompany loans payable to Investment Holding Companies Subsequent to initial recognition, goodwill is recorded at cost less represent financial liabilities that are payable to subsidiaries of accumulated impairment losses, if any. Judgement is required in Onex, which are recorded at fair value in the consolidated financial determining whether events or changes in circumstances during statements. Intercompany loans receivable from Investment Hold- the year are indicators that a review for impairment should be con- ing Companies are classified as corporate investments and repre- ducted prior to the annual impairment test. For the purposes of im- sent loans receivable from subsidiaries of Onex, which are recorded pairment testing, goodwill is allocated to the cash generating units at fair value in the consolidated financial statements. Onex has (“CGUs”) of the business whose acquisition gave rise to the good- elected to measure these financial instruments at fair value through will. Impairment of goodwill is tested at the level where goodwill is net earnings (loss) in accordance with IFRS 9. monitored for internal management purposes. Therefore, goodwill 84 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSIncome taxes Revenue recognition Income taxes are recorded using the asset and liability method of Revenue from management fees, advisory fees, performance fees income tax allocation. Under this method, assets and liabilities are and the reimbursement of expenses from investment funds and recorded for the future income tax consequences attributable to operating businesses is recognized using the following five-step differences between the financial statement carrying values of as- model in accordance with IFRS 15, Revenue from contracts with sets and liabilities and their respective income tax bases, and on tax customers (“IFRS 15”): 1) identify the contract or contracts with the loss and tax credit carryforwards. Deferred tax assets are recognized client; 2) identify the separate performance obligations in the con- only to the extent that it is probable that taxable profit will be avail- tract; 3) determine the transaction price; 4) allocate the transaction able against which the deductible temporary differences as well as price to separate performance obligations; and 5) recognize reve- tax loss and tax credit carryforwards can be utilized. These deferred nue when or as each performance obligation is satisfied, collection income tax assets and liabilities are recorded using substantively of consideration is probable and control of the good or service has enacted income tax rates. The effect of a change in income tax rates been transferred to the client. on these deferred income tax assets or liabilities is included in net The transaction price represents the amount of consider- earnings (loss) in the period in which the rate change occurs. Cer- ation that the Company expects to be entitled to and may include tain of these differences are estimated based on current tax legisla- variable components such as performance fees and performance tion and the Company’s interpretation thereof. allocations. Management estimates the amount of variable consid- Income tax expense or recovery is based on the income eration to be included in the transaction price to the extent that it is earned or loss incurred in each tax jurisdiction and the enacted or highly probable that a significant reversal in the amount of cumu- substantively enacted tax rate applicable to that income or loss. Tax lative revenue recognized will not occur when the uncertainty as- expense or recovery is recognized in the consolidated statements sociated with the variable consideration is subsequently resolved. of earnings, except to the extent that it relates to items recognized This estimate is updated at each reporting date until the uncertain- directly in equity, in which case the tax effect is also recognized ty is resolved. in equity. The Company transfers the benefit of its services to cli- Deferred tax liabilities for taxable temporary differences ents and limited partners as it performs the services, and therefore associated with investments in subsidiaries are recognized, except satisfies its performance obligations over time. when the Company is able to control the timing of the reversal of A receivable is recognized when the transfer of control for temporary differences and it is probable that the temporary differ- services to a client occurs prior to the client paying consideration if ences will not reverse in the foreseeable future. the right to the consideration is unconditional. A contract liability In the ordinary course of business, there are transactions is recognized when the client’s payment of consideration precedes for which the ultimate tax outcome is uncertain. The final tax out- the completion of a performance obligation. come of these matters may be different from the judgements and Revenue recognition requires management to make cer- estimates originally made by the Company in determining its in- tain judgements and estimates, including the identification of per- come tax provisions. The Company periodically evaluates the posi- formance obligations, the allocation and amount of the transaction tions taken with respect to situations in which applicable tax rules price, and the collectability of cash consideration. and regulations are subject to interpretation. Provisions related to tax uncertainties are established where appropriate based on the Significant revenue recognition streams are as follows: most likely amount or expected value that will ultimately be paid to or received from tax authorities. Accrued interest and penalties Management and advisory fees relating to tax uncertainties are recorded in current income tax ex- Onex earns management and advisory fees for managing investor pense in accordance with IAS 12, Income Taxes. capital through its private equity funds, private credit strategies, Note 15 provides further details on income taxes. public debt strategies and public equity strategies, and for services provided directly to certain underlying operating businesses. As- set management services are provided over time and the amount earned is generally calculated based on a percentage of limited partners’ committed capital, limited partners’ net funded commit- ments, unfunded commitments, the collateral principal balance, gross invested assets or net asset value of the respective strategies. Revenues earned from management and advisory fees are recog- nized over time as the services are provided. Onex Corporation December 31, 2020 85 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSReimbursement of expenses from investment funds and operating businesses to acquire Deferred Share Units (“DSUs”) based on the market value of Onex shares at the time. Grants of DSUs may also be Certain deal investigation, research and other expenses incurred by made to Onex directors from time to time. The DSUs vest imme- the Asset Managers are recoverable from the Onex Partners Funds, diately, are redeemable only when the holder retires and must be ONCAP Funds, Onex Credit strategies and certain operating busi- redeemed within one year following the year of retirement. Ad- nesses of the Onex Partners and ONCAP Funds. These expense reim- ditional units are issued for any cash dividends paid on the SVS. bursements are recognized as revenue in accordance with IFRS 15. The Company has recorded a liability for the future settlement of Performance fees the DSUs by reference to the value of the underlying SVS at the balance sheet date. On a quarterly basis, the liability is adjusted Performance fees are recognized as revenue to the extent the fees for the change in the market value of the underlying shares, with are highly probable to not reverse, which is typically at the end of the corresponding amount reflected in the consolidated state- each performance year, or upon closure of an account or transfer of ments of earnings. To economically hedge a portion of the Com- assets to a different investment model. pany’s exposure to changes in the trading price of Onex shares, Performance fees associated with the management of the the Company enters into forward agreements with a counterpar- Gluskin Sheff Funds are comprised of performance fees and per- ty financial institution. The change in value of the forward agree- formance allocations. Performance fees are determined by apply- ments will be recorded to partially offset the amounts recorded ing an agreed-upon formula to the growth in the net asset value of as stock-based compensation under the Director DSU Plan. clients’ assets under management. Performance allocations are 3) The Company’s Management Deferred Share Unit Plan (“Man- allocated to the Company as a General Partner of certain Gluskin agement DSU Plan”), which enables the Onex management team Sheff Funds. Performance fees associated with the Gluskin Sheff to apply all or a portion of their annual compensation earned to Funds range between 10% and 20% and may be subject to perfor- acquire DSUs based on the market value of Onex shares at the mance hurdles. time in lieu of cash. Holders of DSUs are entitled to receive for Onex is also entitled to performance fees on investor each DSU, upon redemption, a cash payment equivalent to the capital it manages within the Onex Credit strategies. Performance market value of an SVS at the redemption date. The DSUs vest fees for these strategies range between 12.5% and 20% of net gains immediately, are only redeemable once the holder ceases to be and are generally subject to a hurdle or minimum preferred return an officer or employee of the Company or an affiliate, and must to investors. Stock-based compensation be redeemed by the end of the year following the year of termi- nation. Additional units are issued equivalent to the value of any cash dividends that would have been paid on the SVS. The The Company follows the fair value-based method of account- Company has recorded a liability for the future settlement of the ing for all stock-based compensation plans and has three types of DSUs by reference to the value of the underlying SVS at the bal- stock-based compensation plans: ance sheet date. On a quarterly basis, the liability is adjusted for 1) The Company’s Stock Option Plan (the “Plan”), which provides the change in the market value of the underlying shares, with the that in certain situations the Company has the right, but not the corresponding amount reflected in the consolidated statements obligation, to settle any exercisable option under the Plan by of earnings. To economically hedge the Company’s exposure to the payment of cash to the option holder. The Company has re- changes in the trading price of Onex shares associated with the corded a liability for the potential future settlement of the vested Management DSU Plan, the Company enters into forward agree- options at the balance sheet date by reference to the fair value ments with a counterparty financial institution for all grants un- of the liability. The liability is adjusted each reporting period for der the Management DSU Plan. As such, the change in value of changes in the fair value of the options, with the corresponding the forward agreements will be recorded to offset the amounts amount reflected in the consolidated statements of earnings. recorded as stock-based compensation under the Management 2) The Company’s Director Deferred Share Unit Plan (“Director DSU Plan. The administrative costs of those arrangements are DSU Plan”), which entitles the holder to receive, upon redemp- borne by participants in the plan. Management DSUs are redeem- tion, a cash payment equivalent to the market value of a Subor- able only for cash and no shares or other securities of Onex will be dinate Voting Share (“SVS”) at the redemption date. The Director issued on the exercise, redemption or other settlement thereof. DSU Plan enables Onex directors to apply directors’ fees earned 86 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFinancial assets and financial liabilities c) Financial liabilities measured at fair value through Financial assets and financial liabilities are initially recognized at net earnings (loss) fair value and are subsequently accounted for based on their classi- Financial liabilities that are incurred with the intention of generat- fication, as described below. Transaction costs in respect of an asset ing earnings in the near term are classified as fair value through net or liability not recorded at fair value through net earnings (loss) are earnings (loss). Other financial liabilities may be designated as fair added to the initial carrying amount. Gains and losses for financial value through net earnings (loss) on initial recognition if doing so instruments recognized through net earnings (loss) are primarily eliminates or significantly reduces a measurement or recognition recognized in net gain (loss) on corporate investments in the con- inconsistency, or the group of financial liabilities is managed, and solidated statements of earnings. The classification of financial its performance is evaluated, on a fair value basis. Intercompany assets depends on the business model for managing the financial loans payable to Investment Holding Companies are designated as assets and the contractual terms of the cash flows. The classification fair value through net earnings (loss). of financial liabilities depends on the purpose for which the finan- cial liabilities were incurred and their characteristics. Except in very d) Financial liabilities measured at amortized cost limited circumstances, the classification of financial assets and fi- Financial liabilities not classified as fair value through net earnings nancial liabilities is not changed subsequent to initial recognition. (loss) are accounted for at amortized cost using the effective inter- a) Financial assets – amortized cost Financial assets with the following characteristics are accounted for e) Interest income est rate method. at amortized cost using the effective interest rate method: Interest income recognized by the Company primarily relates to • The financial asset is held within a business model whose objec- interest earned from investments recognized at fair value through tive is achieved by collecting contractual cash flows; and net earnings (loss). • The contractual terms of the financial asset give rise on speci- fied dates to cash flows that are solely payments of principal and Derecognition of financial instruments interest. A financial asset is derecognized if substantially all the risks and rewards of ownership and, in certain circumstances, control of the The Company recognizes loss allowances for financial assets ac- financial asset are transferred. A financial liability is derecognized counted for at amortized cost based on the financial assets’ expect- when it is extinguished, with any gain or loss on extinguishment ed credit losses, which are assessed on a forward-looking basis. to be recognized in other expense in the consolidated statements b) Financial assets – fair value through net earnings (loss) Financial assets that do not meet the criteria for amortized cost Contingent consideration of earnings. or fair value through OCI are measured at fair value through net Contingent consideration is established for business acquisitions earnings (loss). Financial assets may also be designated as fair value where the Company has the obligation to transfer additional assets through net earnings (loss) on initial recognition if doing so elimi- or equity interests to the former owners if specified future events nates or significantly reduces a measurement or recognition incon- occur or conditions are met. The fair value of contingent consider- sistency. Intercompany loans receivable from Investment Holding ation liabilities is typically based on the estimated future financial Companies, which are presented within Corporate Investments, are performance of the acquired business. Financial targets used in the designated as fair value through net earnings (loss). estimation process include certain defined financial targets and in- ternal rates of return. Contingent consideration is classified as a lia- bility when the obligation requires settlement in cash or other assets, and is classified as equity when the obligation requires settlement in own equity instruments. Contingent consideration that is classified as a liability is remeasured at fair value at each reporting date, with changes in fair value recognized through net earnings (loss). Onex Corporation December 31, 2020 87 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSEarnings (loss) per share an investment entity under IFRS 10, Onex management applied sig- Basic earnings per share is based on the weighted average number nificant judgement when assessing whether the Company measures of SVS outstanding during the year. Diluted earnings per share is cal- and evaluates the performance of substantially all of its investments culated using the treasury stock method, which includes the impact on a fair value basis. Onex management also considered the impact of converting certain limited partnership units issued in June 2019 of acquisitions made by the Company when determining whether in an Onex subsidiary into 144,579 of Onex SVS and excludes the Onex met the definition of an investment entity under IFRS 10. impact of converting outstanding stock options into Onex SVS, giv- Onex conducts its business primarily through controlled en Onex accounts for the liability associated with outstanding stock subsidiaries, which consist of entities providing asset management options issued under its Stock Option Plan as a liability at fair value services, investment holding companies and General Partners of through net earnings (loss). Dividend distributions private equity funds, credit funds and limited partnerships. Certain of these subsidiaries were formed for legal, regulatory or similar reasons by Onex and share a common business purpose. The as- Dividend distributions to the shareholders of Onex Corporation are sessment of whether Onex, the parent company, meets the defini- recognized as a liability in the consolidated balance sheets in the tion of an investment entity was performed on an aggregate basis period in which the dividends are declared and authorized by the with these subsidiaries. Board of Directors. Corporate investments Use of judgements and estimates The measurement of corporate investments is significantly impact- The preparation of financial statements in conformity with IFRS ed by the fair values of the investments held by the Onex Partners requires management to make judgements, estimates and assump- Funds, ONCAP Funds and Onex Credit strategies. The fair value tions that affect the reported amounts of assets, liabilities and eq- of corporate investments is assessed at each reporting date with uity, the related disclosures of contingent assets and liabilities at changes in fair value recognized through net earnings (loss). the date of the financial statements, and the reported amounts The valuation of non-public investments requires sig- of revenue, expenses and gains (losses) on financial instruments nificant judgement due to the absence of quoted market values, during the reporting period. Actual results could differ materially inherent lack of liquidity and the long-term nature of such invest- from those estimates and assumptions. These estimates and un- ments. Valuation methodologies include discounted cash flows derlying assumptions are reviewed on an ongoing basis. Revisions and observations of the trading multiples of public companies to accounting estimates are recognized in the period in which the considered comparable to the private companies being valued. estimate is revised if the revision affects only that period, or in the Key assumptions made in the valuations include unlevered free period of the revision and future periods if the revision affects both cash flows, including the timing of earnings projections and the current and future periods. expected long-term revenue growth, the weighted average costs Areas that involve critical judgements, assumptions and of capital and the exit multiples. The valuations take into consid- estimates and that have a significant influence on the amounts eration company-specific items, the lack of liquidity inherent in a recognized in the consolidated financial statements are further de- non-public investment and the fact that comparable public compa- scribed as follows: Investment entity status nies are not identical to the companies being valued. Such consid- erations are necessary since, in the absence of a committed buyer and completion of due diligence procedures, there may be compa- Judgement was required when determining whether Onex, the par- ny-specific items that are not fully known that may affect the fair ent company, meets the definition of an investment entity, which value. A variety of additional factors are reviewed, including, but IFRS 10 defines as an entity that: (i) obtains funds from one or more not limited to, financing and sales transactions with third parties, investors for the purpose of providing those investors with invest- current operating performance and future expectations of the par- ment management services; (ii) commits to its investors that its ticular investment, changes in market outlook and the third-party business purpose is to invest funds solely for returns from capital ap- financing environment. In determining changes to the fair value of preciation, investment income or both; and (iii) measures and eval- the underlying private equity investments, emphasis is placed on uates the performance of substantially all of its investments on a fair current company performance and market conditions. value basis. When determining whether Onex met the definition of 88 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor publicly traded investments, the valuation is based Certain subsidiaries were formed for various business on closing market prices less adjustments, if any, for regulatory purposes that, in certain circumstances, have evolved since their and/or contractual sale restrictions. formation. When the Company assessed whether these subsidiaries The fair value of underlying investments in Onex Credit met the definition of an investment entity, as defined under IFRS 10, strategies that are not quoted in an active market may be deter- professional judgement was exercised to determine the primary mined by using reputable pricing sources (such as pricing agencies) business purpose of these subsidiaries and the measurement ba- or indicative prices from bond/debt market makers. Broker quotes sis, which were significant factors in determining their investment as obtained from the pricing sources may be indicative and not entity status. executable or binding. Judgement and estimates are exercised to determine the quantity and quality of the pricing sources used. Business combination Where limited or no market data is available, positions may be val- Onex acquired Falcon Investment Advisors, LLC (“Falcon” or “Onex ued using models that include the use of third-party pricing infor- Falcon”) and Gluskin Sheff in December 2020 and June 2019, respec- mation and are usually based on valuation methods and techniques tively, and accounted for these acquisitions as business combina- generally recognized as standard within the industry. Models use tions in accordance with IFRS 3, Business combinations. Substantially observable data to the extent practicable. However, areas such as all of the identifiable assets and liabilities of Onex Falcon and Gluskin credit risk (both own and counterparty), volatilities and correla- Sheff were recorded at their respective fair values on the dates of tions may require estimates to be made. Changes in assumptions acquisition. One of the most significant areas of judgement and esti- about these factors could affect the reported fair value of the under- mation related to the determination of the fair values of these assets lying investments in Onex Credit strategies. and liabilities, including the fair value of contingent consideration, Management incentive programs are included in the fair where applicable. Investments were valued at market prices while value of corporate investments and are determined using an in- intangible assets that were identified were valued by independent ternally developed valuation model. The critical assumptions and external valuation experts using appropriate valuation techniques, estimates used in the valuation model include the fair value of the which were generally based on a forecast of the total expected future underlying investments, the time to expected exit from each invest- net cash flows. These valuations were linked closely to the assump- ment, a risk-free rate of return and an industry comparable histor- tions made by management regarding the future performance of the ical volatility for each investment. The fair value of the underlying assets concerned and any changes in the discount rate applied. investments includes the same critical assumptions and estimates previously described. Goodwill impairment tests and recoverability of assets Corporate investments are measured with significant un- The Company tests at least annually whether goodwill has suf- observable inputs (Level 3 of the fair value hierarchy), which are fered any impairment in accordance with its accounting policies. further described in note 23. The determination of the recoverable amount of a CGU to which The changes in fair value of corporate investments are goodwill is allocated involves the use of estimates by management. further described in note 6. The Company generally uses discounted cash flow-based methods to determine these values. These discounted cash flow calculations The Company assessed whether its underlying subsidiaries met the typically use five-year projections that are based on the operating definition of an investment entity, as defined under IFRS 10. In cer- plans approved by management. Cash flow projections take into tain circumstances, this assessment was performed together with account past experience and represent management’s best esti- other entities that were formed in connection with each other for mate of future developments. Cash flows after the planning period legal, regulatory or similar reasons. Similarly, where a subsidiary’s are extrapolated using estimated growth rates. Key assumptions current business purpose is to facilitate a common purpose with a on which management has based its determination of fair value group of entities, the assessment of whether those subsidiaries met less costs to sell and value in use include estimated growth rates, the definition of an investment entity was performed on an aggre- weighted average cost of capital and tax rates. These estimates, in- gated basis. cluding the methodology used, can have a material impact on the respective values and ultimately the amount of any goodwill im- pairment. Likewise, whenever property, equipment and other in- tangible assets are tested for impairment, the determination of the assets’ recoverable amount involves the use of estimates by man- agement and can have a material impact on the respective values and ultimately the amount of any impairment. Onex Corporation December 31, 2020 89 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSIncome taxes Impact of COVID-19 on significant estimates The Company operates and earns income in various countries and During March 2020, the World Health Organization characterized is subject to changing tax laws or application of tax laws in multiple COVID-19 as a pandemic. COVID-19 has had a material adverse im- jurisdictions within these countries. Significant judgement is nec- pact on global economies, including economies that the underly- essary in determining worldwide income tax liabilities. Although ing private equity operating businesses operate in, as well as global management believes that it has made reasonable estimates about credit markets. As a result of COVID-19, the fair value estimates of the final outcome of tax uncertainties, no assurance can be given the Company’s private equity investments were impacted as follows: that the final outcome of these tax matters will be consistent with • higher weightings were given to valuation approaches that re- what is reflected in the historical income tax provisions. Such dif- flected more current market information; ferences could have an effect on income tax liabilities and deferred • cash flow forecasts used in discounted cash flow valuation mod- tax liabilities in the period in which such determinations are made. els were updated to reflect the known and expected impacts of At each balance sheet date, the Company assesses whether the re- COVID-19, which resulted in an overall reduction in expected fu- alization of future tax benefits is sufficiently probable to recognize ture cash flows; and deferred tax assets. This assessment requires the exercise of judge- • risk premiums implied by equity and credit markets due to the ment on the part of management with respect to, among other uncertainty surrounding the long-term impacts of COVID-19 things, benefits that could be realized from available tax strategies were considered. and future taxable income, as well as other positive and negative factors. The recorded amount of total deferred tax assets could be As a result of the above impacts, certain private equity investments reduced if estimates of projected future taxable income and bene- held by the Company reflected significant fair value declines. fits from available tax strategies are lowered, or if changes in current tax regulations are enacted that impose restrictions on the timing Determining the impact of COVID-19 on the valuation of the Com- or extent of the Company’s ability to utilize future tax benefits. pany’s corporate investments and the recoverable amount of the The Company uses significant judgement when deter- Company’s goodwill and intangible assets required significant mining whether to recognize deferred tax liabilities with respect judgement given the amount of uncertainty regarding the long- to taxable temporary differences associated with corporate invest- term impact of COVID-19. The ultimate impact of COVID-19 on ments, in particular whether the Company is able to control the the financial results of the Company will depend on future devel- timing of the reversal of the temporary differences and whether it is opments, including the duration and spread of the pandemic and probable that the temporary differences will not reverse in the fore- related advisories and restrictions. These developments and the im- seeable future. Judgement includes consideration of the Company’s pact of COVID-19 on the financial markets and the overall economy future cash requirements in its numerous tax jurisdictions. are highly uncertain and difficult to predict. If the financial markets Legal provisions and contingencies and/or the overall economy are impacted for a period significantly longer than currently implied by the markets, the financial results The Company in the normal course of operations can become in- of the Company, including the fair value of its corporate invest- volved in various legal proceedings. While the Company cannot ments, may be materially adversely affected. predict the final outcome of such legal proceedings, the outcome of these matters may have a material effect on the Company’s con- solidated financial position, results of operations or cash flows. Management regularly analyzes current information about these matters and provides provisions for probable contingent losses, in- cluding an estimate of legal expenses to resolve the matters. Inter- nal and external counsel are used for these assessments. In making the decision regarding the need for provisions, management con- siders the degree of probability of an unfavourable outcome and the ability to make a sufficiently reliable estimate of the amount of loss. The filing of a suit or formal assertion of a claim or the disclo- sure of any such suit or assertion does not automatically indicate that a provision may be appropriate. 90 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS2 . A C Q U I S I T I O N S Preliminary estimates have been made for certain assets based on third-party valuations, which could result in a further refinement of In December 2020, Onex Credit acquired 100% of Falcon for a value the fair value allocation of the Onex Falcon purchase price. of $131. Falcon is a leading U.S. private credit manager, which pro- vides private credit financing solutions and employs an opportu- Included in the net assets acquired are gross receivables of $1, of nistic approach to mezzanine and other direct lending investments which all contractual cash flows are expected to be recovered. The for U.S. middle-market companies. The Company acquired Falcon fair value of these receivables on the date of acquisition was deter- to grow and complement its existing credit platform. Following the mined to be $1. acquisition, the business will operate as Onex Falcon within the Onex Credit platform. Goodwill is primarily attributable to Onex Falcon’s competitive The purchase price consisted of $98 paid on closing of position in the U.S. private credit market and the skills and compe- the transaction and additional amounts of up to $80 payable based tence of its workforce. The expected value of goodwill to be deduct- primarily on Onex Falcon’s financial performance in 2022 to 2024 ible for tax purposes is $50. and the size and performance of future funds to be launched by Onex Falcon. The contingent consideration was recognized at a fair At December 31, 2020, the Company had recognized, at fair value, a value of $33 as part of the purchase price for the transaction. The liability of $33 for contingent consideration in connection with the Company incurred $4 of costs in connection with the acquisition acquisition of Onex Falcon, which is included within other liabili- of Onex Falcon. ties in the consolidated balance sheet. The fair value of the contin- Onex determined that Onex Falcon and the wholly-owned gent consideration was estimated by calculating the present value subsidiaries that were formed to acquire the company did not meet of the future expected cash flows. the definition of an investment entity under IFRS 10 and that the entities’ primary business purpose, as a whole, is to provide invest- In June 2019, Onex acquired 100% of Gluskin Sheff for C$445 ($329). ment-related services. As such, Onex’ December 31, 2020 consolidat- Gluskin Sheff is a Canadian wealth management firm serving high ed balance sheet includes the assets and liabilities of Onex Falcon net worth families and institutional investors. The Company ac- and the wholly-owned subsidiaries that were formed to acquire the quired Gluskin Sheff to diversify and expand its distribution chan- company. No revenues, expenses or operating cash flows from Onex nels and to grow its fee-generating assets under management. As Falcon were recognized in Onex’ statements of earnings and cash part of the acquisition, certain members of the Gluskin Sheff man- flows given the short operating period from the date of acquisition of agement team exchanged their Gluskin Sheff common shares for Onex Falcon to December 31, 2020. Onex SVS and limited partnership units of a subsidiary of Onex. In connection with this transaction, Onex issued 247,359 SVS with a Details of the purchase price and allocation to the acquired assets fair value of $13 (C$18) and limited partnership units of an Onex and liabilities of Onex Falcon were as follows: consolidated subsidiary with a fair value of $8 (C$11), in addition Cash and cash equivalents $ Management fees, recoverable fund expenses and other receivables Other assets Property and equipment Intangible assets with a limited life Goodwill Lease liabilities Net assets acquired to cash consideration paid of $308 (C$416). The Company also in- curred $2 of acquisition-related costs. Gluskin Sheff’s expenses and revenues are primarily denominated in Canadian dollars. Onex determined that Gluskin Sheff and the wholly- owned subsidiaries that were formed to acquire the company did not meet the definition of an investment entity under IFRS 10 and that the entities’ primary business purpose, as a whole, is to provide investment-related services. As such, Onex consolidated the finan- cial results of Gluskin Sheff and the wholly-owned subsidiaries that were formed to acquire the company. 1 1 1 11 38 88 (9) $ 131 Onex Corporation December 31, 2020 91 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDetails of the purchase price and allocation to the acquired assets 3 . C A S H A N D C A S H E Q U I VA L E N T S and liabilities of Gluskin Sheff were as follows: Cash and cash equivalents Treasury investments Management fees, recoverable fund expenses and other receivables Other assets Property and equipment Intangible assets with a limited life Intangible assets with an indefinite life Goodwill Accounts payable and accrued liabilities Lease and other liabilities Deferred income taxes Net assets acquired $ 11 13 12 8 18 138 14 192 (29) (8) (40) $ 329 Included in the net assets acquired are gross receivables of $12, of which all contractual cash flows are expected to be recovered. The fair value of these receivables on the date of acquisition was deter- mined to be $12. Goodwill is not deductible for tax purposes and is primarily at- tributable to Gluskin Sheff’s leading position in the Canadian high net worth private client market and the skills and competence of its workforce. Cash and cash equivalents comprised the following: December 31, 2020 December 31, 2019 Cash at bank and on hand $ 190 $ 137 Money market funds Commercial paper Bank term deposits and other 503 13 – 779 61 11 Total cash and cash equivalents $ 706 $ 988 4 . T R E A S U R Y I N V E S T M E N T S Treasury investments comprised the following: Commercial paper and corporate obligations Federal and provincial debt instruments Other December 31, 2020 December 31, 2019 $ 146 $ 207 49 39 82 17 Total treasury investments $ 234 $ 306 5 . M A N A G E M E N T A N D A D V I S O R Y F E E S , R E C O V E R A B L E F U N D E X P E N S E S A N D O T H E R R E C E I VA B L E S Income and net earnings of Gluskin Sheff from the date of acqui- sition by the Company to December 31, 2019 were $70 and $9, respectively. The Company’s receivables for management and advisory fees, fund expenses and other comprised the following: The Company estimates it would have reported consolidated in- come of approximately $1,140 and net earnings of approximately $4,280 for the year ended December 31, 2019 had Gluskin Sheff been acquired on January 1, 2019. Management and advisory fees $ 142 $ 205 December 31, 2020 December 31, 2019 Recoverable fund and operating businesses’ expenses Performance fees Other Total 87 17 15 82 20 25 $ 261 $ 332 Management and advisory fees receivable primarily consisted of management fees receivable of $122 (2019 – $190) from the Onex Partners and ONCAP Funds. Onex has elected to defer cash receipt of management fees from certain funds until the later stages of each fund’s life. At December 31, 2020 and December 31, 2019, the receiv- able for management and advisory fees primarily related to fees due from Onex Partners IV. 92 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS6 . C O R P O R AT E I N V E S T M E N T S The Company’s interests in its Investment Holding Companies are recorded at fair value through net earnings (loss) in accordance with IFRS 9 and IFRS 10, as described in note 1. The Investment Holding Companies directly or indirectly invest the Company’s capital in the Onex Part- ners Funds, ONCAP Funds, Onex Credit strategies and other investments. The Company’s corporate investments comprised the following: Onex Partners Funds ONCAP Funds Other private equity Carried interest Total private equity investments (a) Onex Credit Strategies (b) Real estate (c) Other net assets (d) Total corporate investments excluding intercompany loans Intercompany loans receivable from Onex and the Asset Managers (e) Intercompany loans payable to Onex and the Asset Managers (f) Intercompany loans receivable from Investment Holding Companies (f) December 31, 2019 Capital Deployed Realizations and Distributions Change in Fair Value December 31, 2020 $ 2,999 $ 518 $ (835) $ 487 $ 3,169 501 421 66 3,987 746 90 410 5,233 4,217 (714) 714 5 145 n/a 668 383 – (895) 156 172 (24) 24 (1) (36) – (872) (334) (20) 915 (311) (346) 313 (313) 101 213 21 822 54 (8) (20) 848 – – – 606 743 87 4,605 849 62 410 5,926 4,043 (425) 425 Total corporate investments $ 9,450 $ 328 $ (657) $ 848 $ 9,969 Onex Partners Funds ONCAP Funds Other private equity Carried interest Total private equity investments (a) Onex Credit Strategies (b) Real estate (c) Other net assets (d) Total corporate investments excluding intercompany loans Intercompany loans receivable from Onex and the Asset Managers (e) Intercompany loans payable to Onex and the Asset Managers (f) Intercompany loans receivable from Investment Holding Companies (f) January 1, 2019 Capital Deployed Realizations and Distributions Change in Fair Value December 31, 2019 $ 3,050 $ 398 $ (1,131) $ 682 $ 2,999 458 375 110 3,993 815 148 434 5,390 3,766 (414) 414 46 27 n/a 471 197 – (845) (177) 530 (357) 357 (17) (25) (43) (1,216) (330) (53) 820 (779) (79) 57 (57) 14 44 (1) 739 64 (5) 1 799 – – – 501 421 66 3,987 746 90 410 5,233 4,217 (714) 714 Total corporate investments $ 9,156 $ 353 $ (858) $ 799 $ 9,450 Onex Corporation December 31, 2020 93 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSa) Private equity investments The Company’s private equity investments comprised the following: December 31, 2019 Capital Deployed Realizations and Distributions Change in Fair Value December 31, 2020 $ 1 84 554 2,087 463 (190) 2,999 106 184 248 (37) 501 421 66 $ – – – 11 507 n/a 518 – – 5 n/a 5 145 n/a $ – – (6) (833) (67) 71 (835) (1) – – – (1) (36) – $ – $ (32) (103) 569 149 (96) 487 (4) 62 69 (26) 101 213 21 1 52 445 1,834 1,052 (215) 3,169 101 246 322 (63) 606 743 87 $ 3,987 $ 668 $ (872) $ 822 $ 4,605 January 1, 2019 Capital Deployed Realizations and Distributions Change in Fair Value December 31, 2019 $ 90 132 614 2,262 30 (78) 3,050 113 179 206 (40) 458 375 110 $ – – – 13 385 n/a 398 – – 46 n/a 46 27 n/a $ (90) $ 1 $ – (84) (981) – 24 (1,131) (17) (3) – 3 (17) (25) (43) (48) 24 793 48 (136) 682 10 8 (4) – 14 44 (1) 1 84 554 2,087 463 (190) 2,999 106 184 248 (37) 501 421 66 $ 3,993 $ 471 $ (1,216) $ 739 $ 3,987 Onex Partners Funds Onex Partners I Onex Partners II Onex Partners III Onex Partners IV Onex Partners V Management incentive programs Total investment in Onex Partners Funds(i) ONCAP Funds ONCAP II ONCAP III ONCAP IV Management incentive programs Total investment in ONCAP Funds(ii) Other private equity investments(iii) Carried interest(iv) Total private equity investments Onex Partners Funds Onex Partners I Onex Partners II Onex Partners III Onex Partners IV Onex Partners V Management incentive programs Total investment in Onex Partners Funds(i) ONCAP Funds ONCAP II ONCAP III ONCAP IV Management incentive programs Total investment in ONCAP Funds(ii) Other private equity investments(iii) Carried interest(iv) Total private equity investments 94 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSi) Onex Partners Funds Onex Partners I and Onex Partners III – 2019 The Onex Partners Funds typically make control equity investments In March 2019, the Onex Partners I and Onex Partners III Groups in operating companies headquartered, organized, domiciled or sold BrightSpring Health (formerly ResCare), a provider of residen- whose principal executive offices are primarily in North America tial, training, educational and support services for people with dis- and Western Europe. Onex Partners V will not invest more than abilities and special needs in the United States, for an enterprise 20% of aggregate commitments in any single operating company value of approximately $1,300. Onex’ share of the net proceeds from and its affiliates. Certain Onex Partners Funds also have limits on Onex Partners I and Onex Partners III was $99 and $92, respectively, the amount of aggregate commitments that can be invested in including carried interest of $39. The MIP distribution as a result of operating companies whose headquarters or principal executive this transaction was $12. offices are located outside of North America. At December 31, 2020, the Onex Partners Funds had in- Onex Partners IV – 2019 vestments in 19 (2019 – 18) operating businesses in various indus- In April 2019, the Onex Partners IV Group received a dividend try sectors and countries. Onex’ investments in the Onex Partners from SIG, of which Onex’ share was CHF 20 ($20). Funds include co-investments, where applicable. In August 2019, the Onex Partners IV Group sold Jack’s, a Onex Partners IV – 2020 regional quick-service restaurant operator. Onex’ share of the net proceeds from Onex Partners IV was $224. The MIP distribution as a During 2020, the Onex Partners IV Group sold its remaining result of this transaction was $12. 101.8 million shares in SIG Combibloc Group AG (“SIG”). SIG is a In September 2019, the Onex Partners IV Group sold ap- systems and solutions provider for aseptic carton packaging. Onex’ proximately 30.0 million shares of SIG at a price of CHF 12.00 per combined share of the net proceeds from the Onex Partners IV share and in November 2019, the Onex Partners IV Group sold ap- Group was CHF 537 ($590), net of payments under the manage- proximately 31.4 million shares of SIG at a price of CHF 13.30 per ment incentive programs. share. Onex’ combined share of the net proceeds from the Onex In April 2020, the Onex Partners IV Group received a divi- Partners IV Group was CHF 273 ($276). No amounts were paid on dend from SIG, of which Onex’ share was CHF 9 ($9). account of the MIP as the required realized investment return hur- In June 2020, the Onex Partners IV Group sold approx- dle for Onex was not met on realizations to date. imately 20.8 million ordinary shares of Clarivate Analytics Plc In September 2019, the Onex Partners IV Group sold (“Clarivate Analytics”) at a price of $22.50 per share. Clarivate approximately 27.5 million ordinary shares of Clarivate Analytics Analytics is a global analytics provider. Onex’ share of the net pro- at a price of $16.00 per share and in December 2019, the Onex Part- ceeds from the Onex Partners IV Group was $171. ners IV Group sold approximately 49.7 million ordinary shares of Onex Partners V – 2020 Clarivate Analytics at a price of $17.25 per share. Onex’ combined share of the net proceeds from the Onex Partners IV Group was In June and August 2020, Onex invested $72 and $35, respectively, $387. No amounts were paid on account of the MIP as the required in Onex Partners V as part of the fund’s investments in preferred realized investment return hurdle for Onex was not met on realiza- shares of Emerald Holding, Inc. (“Emerald”). Emerald is an oper- tions to date. ator of large business-to-business trade shows in the United States In November 2019, the Onex Partners IV Group received a across several end markets. distribution from Clarivate Analytics in relation to a tax receivable In September 2020, Onex invested $64 in Onex Partners V agreement that was entered into with the company in connection as part of the fund’s investment in Acacium Group (formerly Inde- with Clarivate Analytics’ initial public offering in January 2019. The pendent Clinical Services Group), a specialized staffing, workforce agreement entitles the Onex Partners IV Group to a portion of the management solutions, and health and social services business tax benefits realized by Clarivate Analytics relating to tax attributes operating primarily in Europe and present across four continents. that were present at the time of the initial public offering. Onex’ In November 2020, Onex invested $200 in Onex Partners V share of the distribution from the Onex Partners IV Group was $54. as part of the fund’s investment in OneDigital, a leading U.S. provid- In November 2019, Onex invested an additional $13 in er of employee benefits insurance brokerage and retirement con- Onex Partners IV to support PowerSchool’s acquisition activities. sulting services. In December 2020, Onex invested $136 as part of the Onex Partners V Group’s add-on investment in Convex Group Limited (“Convex”). Convex is a specialty insurer and reinsurer focused on complex risks. Onex Corporation December 31, 2020 95 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOnex Partners V – 2019 interest realized in the Onex Partners and ONCAP Funds. Once the In April 2019, Onex invested $124 in Onex Partners V as part of the ONCAP IV investors achieve a net return of two times their aggre- fund’s investment in Convex. gate capital contributions, carried interest participation increases In December 2019, Onex invested $261 in Onex Partners V from 20% to 25% of the realized net gains. The amount of carried as part of the fund’s investment in WestJet Airlines Ltd., a Canadian interest ultimately received by Onex is based on realizations, the airline based in Calgary, Alberta. timing of which can vary significantly from period to period. ii) ONCAP Funds During 2020, Onex received less than $1 of carried inter- est. The receipt of carried interest earned from the secondary offer- The ONCAP Funds typically make control equity investments in op- ings by Clarivate Analytics and SIG during 2020, as described earlier erating companies headquartered, organized, domiciled or whose in this note, was elected to be deferred by the General Partner of principal executive offices are primarily in the United States and Onex Partners IV. Canada. ONCAP IV will not invest more than 20% of aggregate com- During 2019, Onex received $43 of carried interest primar- mitments in any single operating company and its affiliates. ily from the sale of BrightSpring Health, as described above. The re- At December 31, 2020, the ONCAP Funds had investments ceipt of carried interest earned from the sale of Jack’s and the sec- in 16 operating businesses (2019 – 16) headquartered in North Amer- ondary offerings by Clarivate Analytics and SIG, as described earlier ica. Onex’ investments in the ONCAP Funds include co-investments, in this note, was elected to be deferred by the General Partner of where applicable. Onex Partners IV. During 2020, there were no significant transactions relat- Unrealized carried interest is calculated based on the cur- ed to Onex’ investments in the ONCAP Funds. rent fair values of the Funds and the overall realized and unreal- In July 2019, the ONCAP II and ONCAP III Groups re- ized gains in each Fund in accordance with its limited partnership ceived distributions from PURE Canadian Gaming, of which Onex’ agreements. share was $14 and $3, respectively. In November 2019, Onex invested $39 in ONCAP IV as part b) Onex Credit strategies of the fund’s investment in TAC Enertech Resources Holdings, LLC, Collateralized Loan Obligations (“CLOs”) are leveraged struc- a provider of wireless infrastructure services to telecommunica- tured vehicles that hold a widely diversified asset portfolio funded tions carriers and tower owners in the United States. through the issuance of long-term debt in a series of rated tranch- iii) Other private equity investments es of secured notes and equity. The Onex Credit U.S. CLOs invest only in securities denominated in U.S. dollars, while the Onex Other private equity investments primarily consist of Onex’ invest- Credit EURO CLOs invest only in securities denominated in euros. ments in Celestica and Ryan Specialty Group (“RSG”). In August The Company primarily invests in the equity tranches of the Onex 2020, Onex invested an additional $108 in preferred shares of RSG Credit CLOs. in connection with an add-on acquisition completed by RSG. RSG is The middle-market lending strategy primarily holds in- an international specialty insurance organization, which includes vestments in senior secured loans and other loan investments in a wholesale brokerage firm and an underwriting management private equity sponsor-owned portfolio companies and, selectively, organization. other corporate borrowers. The loans are predominantly with bor- In March 2019, Onex invested an additional $25 in com- rowers in the United States and, selectively, in Canada and Europe. mon equity of RSG to support the company’s acquisition activities. The senior loan strategies hold investments in first-lien, iv) Carried interest senior secured loans and may employ leverage. The opportunistic and special situation strategies invest The General Partner of each Onex Partners and ONCAP Fund is primarily in North American and European first-lien, senior secured entitled to 20% of the realized net gains of the limited partners in loans, second-lien loans and other debt investments having similar such Fund provided the limited partners have achieved a mini- characteristics. mum 8% net compound annual return on their investment. This The structured credit and high yield strategies invest pri- performance-based capital allocation of realized net gains is re- marily in U.S. and European collateralized loan obligations. ferred to as carried interest. Onex is entitled to 40% of the carried 96 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe Company’s investment in Onex Credit strategies comprised the following: Onex Credit Strategies U.S. CLOs EURO CLOs CLO warehouses Middle-market lending Senior loan strategies Opportunistic and special situation strategies Structured credit and high yield strategies December 31, 2019 Capital Deployed Realizations and Distributions Change in Fair Value December 31, 2020 $ 340 $ 92 52 73 187 2 – 82 35 102 26 – 125 13 $ (72) $ 33 $ 383 (12) (159) (13) – (69) (9) (3) 5 3 5 10 1 112 – 89 192 68 5 Total investment in Onex Credit Strategies $ 746 $ 383 $ (334) $ 54 $ 849 Onex Credit Strategies U.S. CLOs EURO CLOs CLO warehouses Middle-market lending Senior loan strategies Opportunistic and special situation strategies Total investment in Onex Credit Strategies January 1, 2019 Capital Deployed Realizations and Distributions Change in Fair Value December 31, 2019 $ 344 $ 68 113 46 171 73 36 40 76 45 – – $ (73) (16) (145) (25) – (71) $ 33 $ 340 – 8 7 16 – 92 52 73 187 2 $ 815 $ 197 $ (330) $ 64 $ 746 During the second quarter of 2020, Onex closed its eighteenth U.S. During 2020, Onex Credit completed fundraising for the collateralized loan obligation (“CLO-18”), investing a net $41 for Onex Senior Loan Opportunity Fund, as described in note 26(l), 100% of the most subordinated capital of CLO-18. On closing, Onex which invests primarily in North American and European first-lien, received $68 plus interest for the investment that supported the senior secured loans, second-lien loans and other debt investments warehouse facility for CLO-18. having similar characteristics. During 2020, Onex invested a total of In June 2020, Onex closed its nineteenth U.S. collateral- $10 in the Onex Senior Loan Opportunity Fund. In addition, Onex ized loan obligation (“CLO-19”), investing $21 for approximately invested a net $55 in a separately managed account which follows 65% of the most subordinated capital of CLO-19. On closing, Onex a similar strategy as the Onex Senior Loan Opportunity Fund. received $10 plus interest for the investment that supported the During 2020, Onex Credit completed the first and second warehouse facility for CLO-19. In June 2020, Onex closed its fourth European collateral- ized loan obligation (“EURO CLO-4”), investing €31 ($35) for 100% of the most subordinated capital of EURO CLO-4. On closing, Onex received €59 ($66) plus interest for the investment that supported the warehouse facility for EURO CLO-4. close of fundraising for the Onex Structured Credit Opportunities Fund, as described in note 26(m), which invests primarily in U.S. and European collateralized loan obligations. During 2020, Onex invested $2 in a separately managed account which follows a simi- lar strategy as the Onex Structured Credit Opportunities Fund. During 2020, Onex received distributions of $76 (2019 – In December 2020, Onex closed its twentieth U.S. col- $85) from CLO investments and realized $13 (2019 – $25) from mid- lateralized loan obligation (“CLO-20”), investing $12 for approxi- dle-market lending investments. mately 34% of the most subordinated capital of CLO-20. On closing, Onex received $10 plus interest for the investment that supported In March 2019, Onex closed its sixteenth U.S. collateralized loan the warehouse facility for CLO-20. obligation (“CLO-16”), investing $13 for approximately 30% of the During 2020, Onex made investments in middle-market most subordinated capital of CLO-16. On closing, Onex received $50 lending totalling $26 (2019 – $45). plus interest for the investment that supported the warehouse facil- ity for CLO-16. Onex Corporation December 31, 2020 97 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn May 2019, Onex closed its third European collateral- ized loan obligation (“EURO CLO-3”), investing €35 ($40) for all of the most subordinated capital of EURO CLO-3. On closing, Onex received €55 ($61) plus interest for the investment that supported the warehouse facility for EURO CLO-3. In July 2019, Onex closed its seventeenth U.S. collateral- ized loan obligation (“CLO-17”), investing $23 for approximately 56% of the most subordinated capital of CLO-17. On closing, Onex received approximately $24 plus interest for the investment that supported the warehouse facility for CLO-17. During 2019, Onex invested $30 to support the ware- Treasury investments held by the Investment Holding Companies comprised the following: December 31, 2020 December 31, 2019 Federal and provincial debt instruments Commercial paper and corporate obligations Other Total treasury investments $ 167 117 23 $ 307 $ 35 43 11 $ 89 house facility for CLO-18. e) Intercompany loans receivable from Onex During 2019, Onex invested €20 ($22) to support the and the Asset Managers warehouse facility for EURO CLO-4. The Investment Holding Companies have advanced intercompany During 2019, Onex received distributions of $4 from its loans to Onex and the Asset Managers. At December 31, 2020, the second CLO denominated in U.S. dollars (“CLO-2”), which was re- intercompany loans receivable from Onex and the Asset Manag- deemed in November 2018. ers of $4,043 (December 31, 2019 – $4,217) formed part of Onex’ net During the fourth quarter of 2019, Onex received distri- investment in the Investment Holding Companies, which is recorded butions totalling $71 from the Onex Debt Opportunity Fund. The at fair value through net earnings (loss). These intercompany loans distributions received were in connection with the dissolution of receivable are the same loans presented as intercompany loans the Fund, which occurred in 2020. c) Real estate payable to the Investment Holding Companies in the consolidated balance sheets, which at December 31, 2020 totalled $4,043 (Decem- ber 31, 2019 – $4,217) and are described in note 10. There is no impact Onex’ investment in real estate is comprised of an investment on net assets or net earnings (loss) from these intercompany loans. in Flushing Town Center, a commercial and residential complex located in Flushing, New York. During 2020, Onex received distri- f) Intercompany loans payable to Onex and the butions of $20 (2019 – $53) from Flushing Town Center, which were primarily funded by the sale of residential condominium units and Asset Managers and intercompany loans receivable from Investment Holding Companies the receipt of investment-related tax credits. d) Other net assets At December 31, 2020, Onex and the Asset Managers had advanced intercompany loans to the Investment Holding Companies totalling $425 (December 31, 2019 – $714). The corresponding intercompany Other net assets consist of assets and liabilities of the Investment loans payable to Onex and the Asset Managers, which at Decem- Holding Companies, excluding investments in private equity, Onex ber 31, 2020 totalled $425 (December 31, 2019 – $714), formed part Credit strategies, real estate and intercompany loans receivable of Onex’ net investment in the Investment Holding Companies, from and payable to Onex and the Asset Managers. Other net assets which is recorded at fair value through net earnings (loss). There comprised the following: is no impact on net assets or net earnings (loss) from these inter- December 31, 2020 December 31, 2019 company loans. Cash and cash equivalents $ 113 $ 306 7. O T H E R A S S E T S Treasury investments Restricted cash Other net assets (liabilities) 307 22 (32) 89 22 (7) Other assets comprised the following: Total other net assets $ 410 $ 410 December 31, 2020 December 31, 2019 Forward agreements Restricted cash Prepaid expenses and other Total $ 78 13 7 $ 98 $ 82 30 14 $ 126 Forward agreements with a total value of $78 (2019 – $82) represent the fair value of hedging arrangements entered into with a financial institution to hedge the Company’s exposure to changes in the mar- ket value of Onex SVS associated with certain DSUs outstanding, as described in note 16. 98 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS8 . P R O P E R T Y A N D E Q U I P M E N T The Company’s property and equipment comprised the following: At January 1, 2019 Cost Accumulated amortization Net book amount Year ended December 31, 2019 Opening net book amount Acquisition of Gluskin Sheff (note 2) Additions Amortization charge Closing net book amount At December 31, 2019 Cost Accumulated amortization Net book amount Year ended December 31, 2020 Opening net book amount Acquisition of Onex Falcon (note 2) Additions Amortization charge Closing net book amount At December 31, 2020 Cost Accumulated amortization Net book amount Right-of-use assets primarily relate to leased premises. Right-of-Use Assets Aircraft Leasehold Improvements Furniture and Equipment $ $ 71 – 71 $ 72 (14) $ 58 $ 53 (9) $ 44 $ 13 (3) $ 10 Total $ 209 (26) $ 183 $ 71 $ 58 $ 44 $ 10 $ 183 5 – (9) – 1 (3) 10 2 (8) 3 – (3) 18 3 (23) $ 67 $ 56 $ 48 $ 10 $ 181 $ 76 (9) $ 67 $ 73 (17) $ 56 $ 65 (17) $ 48 $ 16 (6) $ 10 $ 230 (49) $ 181 $ 67 $ 56 $ 48 $ 10 $ 181 9 2 (10) – – (3) 2 – (9) – 1 (4) 11 3 (26) $ 68 $ 53 $ 41 $ 7 $ 169 $ 87 (19) $ 68 $ 73 (20) $ 53 $ 67 (26) $ 41 $ 17 (10) $ 7 $ 244 (75) $ 169 Onex Corporation December 31, 2020 99 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS9. G O O D W I L L A N D I N TA N G I B L E A S S E T S The Company’s goodwill and intangible assets comprised the following: As at January 1, 2019 Cost Accumulated amortization and impairment losses Net book amount Year ended December 31, 2019 Opening net book amount Acquisition of Gluskin Sheff (note 2) Amortization charge (i) Foreign exchange Closing net book amount As at December 31, 2019 Cost Accumulated amortization Net book amount Year ended December 31, 2020 Opening net book amount Impairment Acquisition of Onex Falcon (note 2) Amortization charge (i) Foreign exchange Closing net book amount As at December 31, 2020 Cost Accumulated amortization and impairment losses Net book amount Goodwill Tradename Client Relationships and Asset Management Contracts Software Total Intangible Assets $ $ 62 – 62 $ 62 192 – 7 $ $ $ – – – – 14 – 1 $ 43 (21) $ 22 $ 22 136 (21) 5 $ 261 $ 15 $ 142 $ 261 – $ 261 $ 15 – $ 15 $ 180 (38) $ 142 $ 261 $ 15 $ 142 (85) 88 – – – 2 – – – 36 (30) 2 $ 264 $ 17 $ 150 $ 342 (78) $ 264 $ 17 – $ 17 $ 207 (57) $ 150 $ $ $ $ $ $ $ $ $ $ – – – – 2 (1) – 1 2 (1) 1 1 – – (1) – – 2 (2) – $ 43 (21) $ 22 $ 22 152 (22) 6 $ 158 $ 197 (39) $ 158 $ 158 – 38 (31) 2 $ 167 $ 226 (59) $ 167 (i) Included in amortization is $11 (2019 – $4) related to the derecognition of client relationship intangible assets resulting from client terminations. Goodwill is attributable to the acquisitions of Gluskin Sheff and goodwill and intangible assets of Gluskin Sheff and Onex Credit for Onex Falcon, as described in note 2, and goodwill recognized as impairment as at March 31, 2020 and recorded a goodwill impairment a result of the acquisition of the Onex Credit asset management charge of C$114 ($85) associated with the goodwill of Gluskin Sheff, platform in 2015, which was primarily attributable to the acquired measured in accordance with IAS 36, Impairment of Assets (“IAS 36”). workforce and industry relationships at Onex Credit. Management The impairment was primarily due to the decrease in assets under tested goodwill for impairment during the fourth quarter of 2020 management as a result of the COVID-19 pandemic, as described in and concluded that no impairments existed. note 1. The impairment for Gluskin Sheff was calculated on a fair val- Management concluded that as at March 31, 2020, condi- ue less costs of disposal basis, which resulted in a recoverable amount tions existed which may indicate that goodwill and intangible assets of C$310 ($219) as at March 31, 2020. The recoverable amount was a associated with the acquisitions of Gluskin Sheff and Onex Credit Level 3 measurement in the fair value hierarchy due to significant were impaired as a result of the market volatility and economic dis- unobservable inputs used in determining the recoverable amount, ruption which began in March 2020 in connection with the COVID-19 which was based on a five-year discounted cash flow projection. pandemic, as described in note 1. As a result, management tested the 100 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSSignificant assumptions included in the discounted cash flow projection were i) a 16.5% discount rate; ii) net growth in assets under manage- ment; and iii) a terminal value growth rate of 2.5%. The impact to the goodwill impairment expense from changes in the discount rate and terminal value growth rate include the following: Significant Unobservable Inputs Decrease of 1.0 Percentage Point Increase of 1.0 Percentage Point Discount rate $28 decrease in impairment expense $23 increase in impairment expense Terminal value growth rate $14 increase in impairment expense $17 decrease in impairment expense Significant Unobservable Input Decrease of 10% Increase of 10% Net growth rate $14 increase in impairment expense $16 decrease in impairment expense As a result of the impairment charge, goodwill associated with the Included in other assets (note 7) at December 31, 2020 was $78 acquisition of Gluskin Sheff was reduced to a value of C$146 ($114) (2019 – $82) related to forward agreements to economically hedge as at December 31, 2020. the Company’s exposure to changes in the trading price of Onex Management determined that the goodwill and intangi- shares associated with the Management and Director DSU plans. ble assets associated with the acquisition of Onex Credit were not impaired as at March 31, 2020, based on their value in use. 13 . L E A S E S The cost and accumulated amortization of client relationships The Company leases office space in Canada, the United States and have been reduced for client relationships that ended during 2019 the United Kingdom. Lease terms are negotiated on an individual and 2020. 10 . I N T E R C O M PA N Y LO A N S PAYA B L E T O I N V E S T M E N T H O L D I N G C O M PA N I E S Onex and the Asset Managers have intercompany loans payable to the Investment Holding Companies. The loans are primarily due on demand and non-interest bearing. At December 31, 2020, intercom- pany loans payable to the Investment Holding Companies totalled $4,043 (2019 – $4,217) and the corresponding receivable of $4,043 (2019 – $4,217) was included in the fair value of the Investment Holding Companies within corporate investments (note 6). There is no impact on net assets or net earnings (loss) from these inter- company loans. 11. A C C R U E D C O M P E N S AT I O N Accrued compensation at December 31, 2020 consisted primarily of cash incentive compensation related to fiscal 2020 (2019 – fiscal 2019), which is to be paid to employees and management of the Com- pany during the first quarter of 2021 (2019 – first quarter of 2020). 12 . S T O C K - B A S E D C O M P E N S AT I O N PAYA B L E Stock-based compensation payable comprised the following: December 31, 2020 December 31, 2019 basis and contain a wide range of terms and conditions. The terms of the Company’s leasing agreements are generally made for fixed periods up to 2031 and in certain circumstances contain options to extend beyond the initial fixed periods. In circumstances where it is reasonably certain that the Company will exercise an option to extend a leasing agreement, the minimum lease payments to be made during the extension period are included in the determina- tion of the lease liability to be recorded. The lease contracts entered into by the Company do not contain any significant restrictions or covenants. The Company’s lease liabilities at December 31, 2020 totalled $75 (2019 – $72) and the annual minimum payment requirements for these liabilities were as follows: For the year: 2021 2022 2023 2024 2025 Thereafter Total minimum lease payments Less: imputed interest Balance of obligations under lease $ 14 12 11 11 11 25 $ 84 (9) $ 75 Stock Option Plan Management DSU Plan Director DSU Plan Total stock-based $ 181 $ 212 During 2020, the Company recognized $2 (2019 – $2) in interest 44 38 45 44 expense related to its lease liabilities, which was included in other expenses. The Company also had total cash disbursements of $10 (2019 – $9) related to lease liabilities. compensation payable $ 263 $ 301 Information concerning right-of-use assets is disclosed in note 8. Onex Corporation December 31, 2020 101 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS14 . L I A B I L I T I E S A R I S I N G F R O M F I N A N C I N G A C T I V I T I E S The following tables provide an analysis of liabilities arising from financing activities: Principal balance of intercompany loans payable to Investment Holding Companies $ 4,043 $ 4,217 December 31, 2020 December 31, 2019 Principal balance of lease liabilities Accrued and imputed interest Net financing obligations Balance – January 1, 2019 Issuance of loans Acquisition of Gluskin Sheff (note 2) Interest accrued Repayment of financing obligations Cash interest paid Foreign exchange Balance – December 31, 2019 Issuance of loans Acquisition of Onex Falcon (note 2) Interest accrued Lease amendments Repayment of financing obligations Cash interest paid Foreign exchange Balance – December 31, 2020 15 . I N C O M E TA X E S 84 (9) 82 (10) $ 4,118 $ 4,289 Intercompany Loans Payable to Investment Holding Companies Lease Liabilities $ 3,766 $ 72 530 – – (79) – – $ 4,217 172 – – – (346) – – – 5 2 (7) (2) 2 $ 72 – 9 2 2 (8) (2) – Total $ 3,838 530 5 2 (86) (2) 2 $ 4,289 172 9 2 2 (354) (2) – $ 4,043 $ 75 $ 4,118 The reconciliation of statutory income tax rates to the Company’s effective tax rate is as follows: Year ended December 31 Income tax expense at statutory rate Changes related to: Non-taxable net gains on corporate investments Non-taxable gain on derecognition of previously consolidated corporate investments Unbenefited tax losses Utilization of tax loss carryforwards not previously benefited Income tax rate differential Non-taxable dividends Other, including permanent differences Recovery of income taxes Classified as: Current Deferred Recovery of income taxes 102 Onex Corporation December 31, 2020 2020 $ 194 2019 $ 1,123 (70) – 4 (65) (4) (74) 15 – – – – $ $ $ (32) (941) 76 (116) (69) (57) (22) (38) 1 (39) (38) $ $ $ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s deferred income tax assets and liabilities, as presented in other liabilities, are presented after taking into consideration the offsetting of balances within the same tax jurisdiction. Deferred income tax assets and liabilities, without taking into consideration the offset- ting of balances within the same tax jurisdiction, comprised the following: Deferred Income Tax Assets Balance – January 1, 2019 Credited to net earnings Recognition of previously unrecognized benefits Balance – December 31, 2019 Charged to net earnings Balance – December 31, 2020 Deferred Income Tax Liabilities Balance – January 1, 2019 Credited to net earnings Acquisition of Gluskin Sheff (note 2) Balance – December 31, 2019 Credited to net earnings Acquisition of Onex Falcon (note 2) Balance – December 31, 2020 Property, Equipment, Right-of-Use Assets and Intangibles Tax Losses $ – 19 14 $ 33 (7) $ 26 $ – 1 – $ 1 – $ 1 Total $ – 20 14 $ 34 (7) $ 27 Property, Equipment, Right-of-Use Assets and Intangibles $ – (5) 42 $ 37 (7) – $ 30 As at December 31, 2020, Onex and the Asset Managers had $1,243 of During 2019 and 2020, no deferred tax provision was rec- non-capital loss carryforwards and $94 of capital loss carryforwards ognized on income from Onex’ investments in foreign Investment that were available to offset current and future taxable income when Holding Companies since the Company had determined, as of realized. However, a net deferred tax asset has not been recognized December 31, 2020 and December 31, 2019, that it is probable these in respect of these income tax losses since it is not probable as of earnings will be indefinitely reinvested. In addition, foreign real- December 31, 2020 that sufficient taxable income or taxable tempo- ized and unrealized gains are typically not subject to taxation in rary differences will arise in the future to utilize these losses prior the foreign tax jurisdictions. to their expiry, with the exception of taxable temporary differences As a result of the acquisition of Gluskin Sheff in June 2019, associated with the acquired limited life intangible assets of Gluskin Onex recognized a deferred tax liability attributable to the acquired Sheff, as described below. The Company will continue to assess the limited life intangible assets of Gluskin Sheff, which was included likelihood of sufficient future taxable income being recognized to in the acquired net assets of Gluskin Sheff, as described in note 2. utilize available tax losses. In connection with this transaction, Onex recognized a deferred tax During 2019, the Canada Revenue Agency (“CRA”) reas- asset relating to income tax losses that are available to offset this sessed Onex’ 2011 taxation year, the impact of which, if sustained, future income tax liability, resulting in a $38 deferred income tax would result in a decrease to Onex’ non-capital losses of approxi- recovery recognized during the year ended December 31, 2019. The mately $275 and an increase to Onex’ capital losses of approximately deferred tax liability and deferred tax asset will be amortized over $265. These amounts represent the maximum impact on Onex’ tax the useful life of the limited life intangible assets. loss position. If the CRA’s position is sustained, there will be no im- At December 31, 2020, the aggregate amount of taxable pact on Onex’ consolidated financial statements as Onex has not rec- temporary differences not recognized in association with invest- ognized any deferred tax assets associated with its non-capital loss- ments in subsidiaries was $2,052 (2019 – $2,280). es. Onex has objected to the reassessments, believes that its tax filing positions were appropriate and intends to defend itself vigorously. Onex Corporation December 31, 2020 103 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16 . S H A R E C A P I TA L c) Onex renewed its Normal Course Issuer Bid in April 2020 for one year, permitting the Company to purchase on the Toronto Stock a) The authorized share capital of the Company consists of: Exchange up to 10% of the public float of its SVS. The 10% limit rep- resents approximately 8.1 million shares. i) 100,000 Multiple Voting Shares, which entitle their holders to elect 60% of the Company’s directors and carry such number of votes in During 2020, the Company repurchased and cancelled 9,780,411 of its SVS under the Normal Course Issuer Bid for a the aggregate as represents 60% of the aggregate votes attached to total cost of $444 (C$595) or an average cost per share of $45.35 all shares of the Company carrying voting rights. The Multiple Vot- (C$60.86). The excess of the purchase cost of these shares over the ing Shares have no entitlement to a distribution on winding up or average paid-in amount was $414 (C$555), which was charged to dissolution other than the payment of their nominal paid-in value. retained earnings. As at December 31, 2020, the Company had the ii) An unlimited number of SVS, which carry one vote per share and as a class are entitled to 40% of the aggregate votes attached to all capacity under the current Normal Course Issuer Bid to repurchase 536,851 shares. During 2019, the Company repurchased and cancelled shares of the Company carrying voting rights to elect 40% of the 629,027 of its SVS under the Normal Course Issuer Bid for a total cost Company’s directors and to appoint the auditors. These shares are of $34 (C$46) or an average cost per share of $54.80 (C$73.59). The entitled, subject to the prior rights of other classes, to distributions excess of the purchase cost of these shares over the average paid-in of the residual assets on winding up and to any declared but unpaid amount was $33 (C$44), which was charged to retained earnings. cash dividends. The shares are entitled to receive cash dividends, During the second quarter of 2019, the Company issued dividends in kind and stock dividends as and when declared by the 247,359 SVS in connection with its acquisition of Gluskin Sheff, Board of Directors. as described in note 2. The fair value of this SVS issuance was $13 The Multiple Voting Shares and SVS are subject to provi- (C$18) and was recorded as an increase to share capital. sions whereby, if an event of change occurs (such as Mr. Schwartz, During the second quarter of 2019, the Company also is- Chairman and CEO, ceasing to hold, directly or indirectly, more sued limited partnership units of an Onex consolidated subsidiary than 5,000,000 SVS or related events), the Multiple Voting Shares in connection with the acquisition of Gluskin Sheff. Subject to cer- will thereupon be entitled to elect only 20% of the Company’s di- tain terms and conditions, the limited partnership units include the rectors and otherwise will cease to have any general voting rights. right for the unit holder to require Onex to redeem the partnership The SVS would then carry 100% of the general voting rights and be units in exchange for 144,579 SVS of Onex or cash consideration entitled to elect 80% of the Company’s directors. which approximates the market value of 144,579 SVS of Onex at the iii) An unlimited number of Senior and Junior Preferred Shares is- suable in series. The Company’s directors are empowered to fix the time of redemption. Onex has the option to settle the redemption request by paying cash consideration or issuing SVS. The fair value of these limited partnership units when issued in June 2019 was $8 rights to be attached to each series. (C$11) and was recorded as an increase to share capital. b) At December 31, 2020, the issued and outstanding share capital consisted of 100,000 Multiple Voting Shares (2019 – 100,000) and Company issued 6,173 SVS at an average cost of C$77.50 per share. The Company’s Dividend Reinvestment Plan was suspended effec- 90,310,931 SVS (2019 – 100,063,143). The Multiple Voting Shares have tive September 19, 2019. a nominal paid-in value in these consolidated financial statements. During 2020, 28,199 SVS (2019 – 35,145) were issued There were no issued and outstanding Senior and Junior upon the exercise of stock options at an average cost of C$72.15 Preferred shares at December 31, 2020 or December 31, 2019. (2019 – C$79.82). During 2019, under the Dividend Reinvestment Plan, the The Company increased its quarterly dividend by 14% to C$0.10 per SVS beginning with the dividend declared by the Board of Directors in May 2019. 104 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSd) The Company has a Director DSU Plan and a Management DSU Plan, as described in note 1. Details of DSUs outstanding under the plans were as follows: Director DSU Plan Management DSU Plan Number of DSUs Weighted Average Price Number of DSUs Weighted Average Price Outstanding at December 31, 2018 Granted Redeemed Additional units issued in lieu of compensation and cash dividends Outstanding at December 31, 2019 Granted Redeemed Additional units issued in lieu of compensation and cash dividends Outstanding at December 31, 2020 Hedged with a counterparty financial institution at December 31, 2020 Outstanding at December 31, 2020 – Unhedged 653,410 34,014 – 15,433 702,857 42,486 (102,407) 18,901 661,837 (590,882) 70,955 C$ 75.22 – C$ 79.23 C$ 60.85 C$ 65.13 C$ 60.73 − C$ 78.41 C$ 75.12 – – C$ 84.29 743,139 − (54,173) 18,082 707,048 – – 63,492 770,540 (770,540) – e) The Company has a Plan under which options and/or share ap- preciation rights for a term not exceeding 10 years may be granted to directors, officers and employees for the acquisition of SVS of the Company at a price not less than the market value of the shares on the business day preceding the day of the grant. Under the Plan, no options or share appreciation rights may be exercised unless the average market price of the SVS for the five previous business days exceeds the exercise price of the options or the share appreciation rights by at least 25% (the “hurdle price”). At December 31, 2020, 15,457,750 SVS (2019 – 15,507,750) were reserved for issuance under the Plan, against which options representing 13,122,750 shares (2019 – 14,013,050) were outstanding, of which 10,139,870 options were vested. The Plan provides that the number of options issued to certain individuals in aggregate may not exceed 10% of the shares outstanding at the time the options are issued. Options granted vest at a rate of 20% per year from the date of grant. When an option is exercised, the employee has the right to request that the Company repurchase the option for an amount equal to the difference between the fair value of the stock under the option and its exercise price. Upon receipt of such re- quest, the Company has the right to settle its obligation to the employee by the payment of cash, the issuance of shares or a com- bination of cash and shares. The details of the options outstanding were as follows: Outstanding at December 31, 2018 Granted in December 2019 Other grants during 2019 Surrendered Exercised Expired Number of Options 13,491,917 2,711,750 20,000 (1,694,317) (51,000) (405,300) Outstanding at December 31, 2019 14,073,050 Other grants during 2020 Surrendered Exercised Expired 68,750 (247,850) (50,000) (721,200) Outstanding at December 31, 2020 13,122,750 Weighted Average Exercise Price C$ 63.38 C$ 82.10 C$ 78.78 C$ 46.57 C$ 24.63 C$ 86.42 C$ 68.50 C$ 61.15 C$ 35.17 C$ 31.20 C$ 82.44 C$ 68.47 During 2020 and 2019, the total cash consideration paid on op- tions surrendered was $9 (C$11) and $42 (C$56), respectively. These amounts represent the difference between the market value of the SVS at the time of surrender and the exercise price, both as deter- mined under the Plan. The weighted average share price at the date In addition to the options outstanding under the Plan, of exercise was C$81.02 per share (2019 – C$79.59). in January 2015, the Company issued 60,000 options in connection with acquiring control of the Onex Credit asset management plat- form. The options are subject to the same terms and conditions as In early 2021, in connection with services provided during the year ended December 31, 2020, 511,500 options to acquire SVS were issued with a weighted average exercise price of C$72.22 the Company’s existing Plan. per share. Onex Corporation December 31, 2020 105 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Options outstanding at December 31, 2020 consisted of the following: 1.7 3.2 8.0 6.6 Total $ 121 77 58 18 Exercise Prices C$ 33.11 – C$ 49.99 C$ 50.00 – C$ 69.99 C$ 70.00 – C$ 89.99 C$ 90.00 – C$ 101.62 Total 17. R E V E N U E S Number of Options Outstanding Number of Options Exercisable Hurdle Prices Weighted Average Remaining Life (Years) 620,000 6,976,700 3,770,600 1,755,450 13,122,750 620,000 6,287,950 – – 6,907,950 C$ 41.39 – C$ 50.44 C$ 71.15 – C$ 85.71 C$ 93.59 – C$ 103.00 C$ 114.48 – C$ 127.03 The Company generated revenues from the provision of asset management and advisory services from the following sources: Year ended December 31, 2020 Onex Partners Funds (i) Public Debt and Equity Strategies Onex Credit Strategies ONCAP Funds (ii) Total Management and Advisory Fees Performance Fees Reimbursement of Expenses $ 112 61 54 17 $ 244 $ – 16 – – $ 16 $ 9 – 4 1 $ 14 $ 274 (i) Includes advisory fees and expense reimbursements from Onex Partners operating businesses. (ii) Includes advisory fees and expense reimbursements from ONCAP operating businesses. Year ended December 31, 2019 Onex Partners Funds (i) Public Debt and Equity Strategies (ii) Onex Credit Strategies ONCAP Funds (iii) Total Management and Advisory Fees Performance Fees Reimbursement of Expenses $ 129 43 52 17 $ 241 $ – 24 – – $ 24 $ 21 – 1 2 $ 24 Total $ 150 67 53 19 $ 289 (i) Includes advisory fees and expense reimbursements from Onex Partners operating businesses. (ii) Includes management and performance fees earned from the Gluskin Sheff strategies since June 2019, when Onex acquired the company, as described in note 2. (iii) Includes advisory fees and expense reimbursements from ONCAP operating businesses. Management and advisory fees, and the reimbursement of expenses from investment funds and operating businesses, are recognized over time. Performance fees are typically recognized at the end of each performance year, or upon closure of an account or transfer of assets to a different investment model. In addition, segment income (note 28) includes allocations of $56 relating to management fees on Onex’ capital for the year ended Decem- ber 31, 2020 (2019 – $61). These management fees reduce Onex’ investing segment income in the period and are included in Onex’ asset and wealth management segment income. 106 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS18 . I N T E R E S T A N D N E T T R E A S U R Y tions from the business through 2034 (the “CEO’s Participation”). I N V E S T M E N T I N C O M E Distributions associated with the CEO’s Participation were previ- ously recognized as compensation expense. Following the retire- Interest and net treasury investment income recognized by the ment, Onex no longer receives services associated with the CEO’s Company consists of income earned from certain investments rec- Participation. As a result, Onex recorded an expense of $44 within ognized at fair value through net earnings (loss). acquisition and integration expenses for the year ended Decem- 19. S T O C K - B A S E D C O M P E N S AT I O N R E C O V E R Y ( E X P E N S E ) Year ended December 31 Stock Option Plan Director DSU Plan Total stock-based compensation expense 2020 $ 20 1 $ 21 2019 $ (59) (1) $ (60) ber 31, 2019, representing a discounted value of the future distribu- tions in respect of the CEO’s Participation. At December 31, 2020, Onex has a total of $43 (2019 – $47) recorded in other liabilities, including a previously recognized retirement obligation, which economically represents Onex’ cost to ultimately acquire the CEO’s Participation. During 2019, Onex also recognized an additional $6 in acquisition and integration expenses, which included costs asso- ciated with the acquisition of Gluskin Sheff, as described in note 2. Other expenses comprised the following: The fair value of Onex’ stock option plan is determined using an Year ended December 31 option valuation model. The significant inputs into the model were the share price at December 31, 2020 of C$73.06 (2019 – C$82.17), the exercise price of the options, the remaining life of each option issu- Acquisition and integration expenses Professional services Information technology ance, the volatility of each option issuance ranging from 16.10% to 49.26% (2019 – 16.95% to 18.76%), an average dividend yield of 0.54% Travel Facilities (2019 – 0.49%) and an average risk-free rate of 0.51% (2019 – 1.68%). Directors’ compensation The volatility is measured as the historical volatility based on the Interest expense from lease liabilities remaining life of each respective option issuance. Foreign exchange The fair values of the Director DSU and Management Administrative and other DSU plans are determined by reference to the value of the underly- Total ing SVS at the balance sheet date, as described in note 1. 2020 $ 19 13 10 4 4 3 2 (1) 15 $ 69 2019 $ 50 16 6 6 5 4 2 5 14 $ 108 21. N E T E A R N I N G S P E R S U B O R D I N AT E 2 0 . A C Q U I S I T I O N , I N T E G R AT I O N A N D V O T I N G S H A R E O T H E R E X P E N S E S During 2020, Onex recognized $19 of acquisition and integration ex- ings per share calculations was as follows: penses, primarily related to the acquisition of Falcon, as described in note 2, and continued integration activities for Gluskin Sheff and Year ended December 31 2020 2019 The weighted average number of SVS for the purpose of the earn- Onex Credit. Weighted average number of shares During 2019, the chief executive officer of Onex Credit (the outstanding (in millions): “Onex Credit CEO”) retired from the Company. The Onex Credit CEO holds an interest in Onex Credit that entitles him to distribu- Basic Diluted 96 96 100 100 Onex Corporation December 31, 2020 107 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS2 2 . F I N A N C I A L I N S T R U M E N T S Financial assets held by the Company, presented by financial statement line item, were as follows: December 31, 2020 Assets as per balance sheet Cash and cash equivalents Treasury investments Management and advisory fees, recoverable fund expenses and other receivables Corporate investments Other assets Total Fair Value through Net Earnings (Loss) Recognized Designated Amortized Cost Total $ 706 234 – 9,544 91 $ 10,575 $ – – – 425 – $ 425 $ – – 261 – – $ 706 234 261 9,969 91 $ 261(i) $ 11,261 (i) The carrying value of financial assets at amortized cost approximates their fair value. Fair Value through Net Earnings (Loss) Recognized Designated Amortized Cost Total December 31, 2019 Assets as per balance sheet Cash and cash equivalents Treasury investments Management and advisory fees, recoverable fund expenses and other receivables Corporate investments Other assets Total $ 988 306 – 8,736 116 $ 10,146 $ – – – 714 – $ 714 $ – – 332 – – $ 988 306 332 9,450 116 $ 332(i) $ 11,192 (i) The carrying value of financial assets at amortized cost approximates their fair value. 108 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFinancial liabilities held by the Company, presented by financial statement line item, were as follows: Fair Value through Net Earnings (Loss) – Designated Amortized Cost Total December 31, 2020 Liabilities as per balance sheet Intercompany loans payable to Investment Holding Companies $ 4,043 $ Accounts payable and accrued liabilities Lease liabilities Contingent consideration and other liabilities Total – 25 75 5 $ 4,043 25 75 38 $ 4,076 $ 105 $ 4,181 Fair Value through Net Earnings (Loss) – Designated Amortized Cost Total – 39 72 27 $ 4,217 39 72 27 $ 4,217 $ 138 $ 4,355 – – 33 – – – December 31, 2019 Liabilities as per balance sheet Intercompany loans payable to Investment Holding Companies $ 4,217 $ Accounts payable and accrued liabilities Lease liabilities Other liabilities Total At December 31, 2020, intercompany loans payable to Invest- 2 3 . FA I R VA L U E M E A S U R E M E N T S ment Holding Companies that are recorded at fair value through net earnings (loss) had contractual amounts due on maturity of Fair values of financial instruments $4,043 (2019 – $4,217). The estimated fair values of financial instruments as at Decem- ber 31, 2020 and December 31, 2019 are based on relevant market The gains (losses) recognized by the Company related to financial prices and information available at those dates. The carrying val- assets and liabilities during the year ended December 31, 2019 were ues of receivables, accounts payable, accrued liabilities, lease li- as follows: abilities and other liabilities approximate the fair values of these Year ended December 31 2020 2019 financial instruments. Financial assets recognized at fair value through net earnings Financial instruments measured at fair value are allocated within the fair value hierarchy based on the lowest level of input that is Net gain on corporate investments $ 848 $ 799 significant to the fair value measurement. Transfers between the Net gain and interest income from treasury investments Net gain (loss) from forward agreements(i) Financial liabilities at amortized cost Interest expense 16 (8) (2) 14 12 (2) Total net gain recognized $ 854 $ 823 (i) Onex has entered into forward agreements with its Director and Management DSU plans, as described in note 1. three levels of the fair value hierarchy are recognized on the date of the event or change in circumstances that caused the transfer. There were no significant transfers between the three levels of the fair value hierarchy during 2020 and 2019. The three levels of the fair value hierarchy are as follows: • Quoted prices in active markets for identical assets (“Level 1”); • Significant other observable inputs (“Level 2”); and • Significant other unobservable inputs (“Level 3”). Onex Corporation December 31, 2020 109 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe allocation of financial assets in the fair value hierarchy, excluding cash and cash equivalents, was as follows: As at December 31, 2020 Level 1 Level 2 Level 3 Total Financial assets at fair value through net earnings (loss) Investments in equities Investments in debt Intercompany loans receivable from Investment Holding Companies Restricted cash and other Total financial assets at fair value through net earnings (loss) As at December 31, 2019 Financial assets at fair value through net earnings (loss) Investments in equities Investments in debt Intercompany loans receivable from Investment Holding Companies Restricted cash and other Total financial assets at fair value through net earnings (loss) $ $ – – – 9 9 Level 1 $ – – – 30 $ 30 $ $ $ – 234 425 82 741 $ 9,544 $ 9,544 – – – 234 425 91 $ 9,544 $ 10,294 Level 2 Level 3 Total – 306 714 86 $ 8,736 $ 8,736 – – – 306 714 116 $ 1,106 $ 8,736 $ 9,872 Financial liabilities measured at fair value at December 31, 2020 consisted of intercompany loans payable to Investment Holding Companies totalling $4,043 (2019 – $4,217), which are a Level 2 measurement in the fair value hierarchy, and contingent consideration of $33 (2019 – nil), which is a Level 3 measurement in the fair value hierarchy. Details of financial assets and liabilities measured at fair value with significant unobservable inputs (Level 3) were as follows: Balance – December 31, 2018 Derecognition of previously consolidated corporate investments (note 1) Recognition of corporate investments (note 1) Change in fair value recognized in net earnings Net cash flows related to intercompany loans and distributions Balance – December 31, 2019 Acquisition of Onex Falcon (note 2) Change in fair value recognized in net earnings (loss) Net cash flows related to intercompany loans and distributions Balance – December 31, 2020 Unrealized change in fair value of assets and liabilities held at the end of the reporting period Financial Assets at Fair Value through Net Earnings Long-Term Debt of Credit Strategies at Fair Value through Net Earnings Other Financial Liabilities at Fair Value through Net Earnings $ 226 (226) 8,742 799 (805) $ 8,736 – 848 (40) $ 9,544 $ 848 $ 7,506 (7,506) – – – – – – – – – $ $ $ $ $ $ $ 230 (230) – – – – 33 – – 33 – Financial assets measured at fair value with significant unobservable inputs (Level 3) were recognized in the consolidated statements of earn- ings in the following line items: (i) net gain (loss) on corporate investments; (ii) gain on derecognition of previously consolidated corporate investments; and (iii) reclassification from accumulated other comprehensive loss on derecognition of previously consolidated corporate investments. 110 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe valuation of financial assets and liabilities measured at fair The valuation of investments in debt securities is mea- value with significant unobservable inputs (Level 3) is determined sured at fair value with significant other observable inputs (Level 2) quarterly utilizing company-specific considerations and available generally determined by obtaining quoted market prices or dealer market data of comparable public companies. The valuation of quotes for identical or similar instruments in inactive markets, or investments in the Onex Partners and ONCAP Funds is reviewed other inputs that are observable or can be corroborated by observ- and approved by the General Partner of the respective Fund each able market data. quarter. The fair value measurements for corporate investments The Company utilized the adjusted net asset method to derive the were primarily driven by the underlying net asset values of Onex’ fair values of its investments in its Investment Holding Companies investments in the Onex Partners Funds, ONCAP Funds and Onex by reference to the underlying fair value of the Investment Holding Credit strategies. The valuation of underlying non-public invest- Companies’ assets and liabilities, along with assessing any required ments requires significant judgement due to the absence of quoted discount or premium to be applied to the net asset values. The market values, inherent lack of liquidity, the heightened market discount or premium applied to the net asset values of the Invest- uncertainty as a result of COVID-19 and the long-term nature of ment Holding Companies was a significant unobservable input. such investments. A change to reasonably possible alternative The Company determined that the adjusted net asset method was estimates and assumptions used in the valuation of non-public the appropriate valuation technique to be used, considering the investments in the Onex Partners Funds and ONCAP Funds, and value of the Investment Holding Companies is primarily derived investments held in Onex Credit strategies, may have a significant from the assets they hold, which primarily consist of investments impact on the fair values calculated for these financial assets. in private equity, investments in Onex Credit strategies, treasury in- The valuation of public investments held directly by Onex vestments and intercompany loans receivable from Onex and the or through the Onex Partners Funds and ONCAP Funds is based Asset Managers. The Company has determined that no discount on their publicly traded closing prices at December 31, 2020 and or premium was required for the net asset values of its Investment December 31, 2019. For certain public investments, a discount was Holding Companies at December 31, 2020 and December 31, 2019. applied to the closing price in relation to restrictions that were in If a discount of 1% or a premium of 1% were applied to all of the net place relating to the securities held by Onex, the Onex Partners asset values of the Investment Holding Companies, with all other Funds or the ONCAP Funds. At December 31, 2020, these discounts variables remaining constant, the total fair value of the Company’s resulted in a reduction of $63 in the fair value of corporate invest- corporate investments at December 31, 2020 would decrease or ments (2019 – $84). increase by $95, respectively. Valuation methodologies for the underlying private equity investments may include observations of the trading multiples of public compa- nies considered comparable to the private companies being valued and discounted cash flows. The following table presents the significant unobservable inputs used to value the private equity funds’ underlying private securities that impact the valuation of corporate investments. Investment Platform Valuation Technique Significant Unobservable Inputs Inputs at December 31, 2020 Inputs at December 31, 2019 Onex Partners Funds Comparable company valuation multiple Adjusted EBITDA multiples 9.3x – 13.7x 8.4x – 13.0x Onex Partners Funds Discounted cash flow Weighted average costs of capital 10.2% – 15.5% 13.4% – 15.8% ONCAP Funds Comparable company valuation multiple Exit multiples Adjusted EBITDA multiples 4.2x – 18.0x 7.3x – 12.0x 5.3x – 16.0x 6.9x – 9.5x ONCAP Funds Discounted cash flow Weighted average costs of capital 10.0% – 25.0% 12.5% – 22.9% Exit multiples 7.0x – 10.0x 7.0x – 10.5x In addition, at December 31, 2020, the Onex Partners Funds had one investment that was valued based on a multiple of book two investments that were valued using a market approach, one value and one investment that was valued using the adjusted cost investment that was valued based on a multiple of book value and approach. The adjusted cost approach incorporated adjustments to two investments that were valued at cost as this approximated their the original cost based on the financial performance of the invest- fair values. At December 31, 2019, the Onex Partners Funds had one ment since the date the Onex Partners Fund agreed to purchase the investment that was valued using market comparable transactions, investment to December 31, 2019. Onex Corporation December 31, 2020 111 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe impact on the fair value of corporate investments as at December 31, 2020 from changes in the significant unobservable inputs used to value the private equity funds’ underlying private securities included the following: Investment Platform Valuation Technique Significant Unobservable Inputs Onex Partners Funds Comparable company Adjusted EBITDA multiples ONCAP Funds valuation multiple Comparable company valuation multiple Adjusted EBITDA multiples Investment Platform Valuation Technique Significant Unobservable Inputs Onex Partners Funds Discounted cash flow ONCAP Funds Discounted cash flow Exit multiples Exit multiples Investment Platform Valuation Technique Significant Unobservable Inputs Onex Partners Funds Discounted cash flow Weighted average costs of capital ONCAP Funds Discounted cash flow Weighted average costs of capital Multiple Increase by 0.5 Multiple Decrease by 0.5 $ 65 $ 35 $ (63) $ (35) Multiple Increase by 0.5 Multiple Decrease by 0.5 $ 98 $ 24 $ (96) $ (24) Decrease of 0.5 Percentage Point Increase of 0.5 Percentage Point $ 27 $ 9 $ (26) $ (9) Generally, adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization as well as other adjustments. Other adjustments can include non-cash costs of stock-based compensation and retention plans, transition and restructuring expenses including severance payments, annualized pro-forma adjustments for acquisitions, the impact of derivative instruments that no longer qualify for hedge accounting, the impacts of purchase accounting and other similar amounts. Adjusted EBITDA is a measurement that is not defined under IFRS. 112 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAt December 31, 2020, investments in the Onex Credit CLOs were default rates, discount rates and recovery rates. Significant increas- valued using internally developed pricing models based on a pro- es or decreases in certain unobservable inputs in isolation may re- jection of the future cash flows expected to be realized from the un- sult in a significantly lower or higher fair value measurement. The derlying collateral of the CLOs, which are a Level 3 measurement in fair values determined by the internally developed pricing models the fair value hierarchy. These pricing models include third-party are also compared to fair values determined by third-party pricing pricing information and a number of unobservable inputs, including models to ensure management’s estimates are reasonable. The following table presents the significant unobservable inputs used to value Onex’ investments in the Onex Credit CLOs. Investment Platform Significant Unobservable Inputs Inputs at December 31, 2020 U.S. CLOs EURO CLOs Default rate Discount rate Recovery rate Default rate Discount rate Recovery rate 2% 15% – 20% 55% 2% 12% – 17% 55% The impact on the fair value of corporate investments as at December 31, 2020 from changes in the significant unobservable inputs used to value Onex’ investments in the CLOs included the following: Investment Platform Significant Unobservable Inputs U.S. CLOs EURO CLOs Default rate Default rate Investment Platform Significant Unobservable Inputs U.S. CLOs EURO CLOs Discount rate Discount rate Decrease of 1.5 Percentage Points Increase of 1.5 Percentage Points $ 46 $ 15 $ (48) $ (16) Decrease of 3.0 Percentage Points Increase of 3.0 Percentage Points $ 24 $ 9 $ (22) $ (8) Investment Platform Significant Unobservable Inputs U.S. CLOs EURO CLOs Recovery rate Recovery rate Decrease of 15.0 Percentage Points Increase of 15.0 Percentage Points $ (21) $ (7) $ 20 $ 7 At December 31, 2019, Onex’ investments in the Onex Credit CLOs were valued using third-party pricing models, without adjustment by the Company, based on a projection of the future cash flows expected to be realized from the underlying collateral of the CLOs, which are a Level 3 measurement in the fair value hierarchy. The significant unobservable inputs included in these pricing models have not been provid- ed as this information was not reasonably available. Onex Corporation December 31, 2020 113 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS2 4 . F I N A N C I A L I N S T R U M E N T R I S K S Foreign currency exchange rates Credit risk The functional currency of Onex is the U.S. dollar; however, cer- tain cash and cash equivalents, treasury investments, receivables, Credit risk is the risk that the counterparty to a financial instrument corporate investments, forward agreements, payables and lease will fail to perform its obligation and cause the Company to incur liabilities are denominated in Canadian dollars, while certain Onex a loss. Credit corporate investments are denominated in euros. In addi- Cash and cash equivalents and treasury investments in- tion, the Company has cash and cash equivalents, and a lease clude investments in debt securities which are subject to credit risk. liability denominated in pounds sterling. As a result, Onex is Certain underlying assets within corporate investments are also exposed to currency risk related to these financial instruments. At debt securities which are subject to credit risk. December 31, 2020, had the U.S. dollar strengthened by 5% relative At December 31, 2020, Onex, including its Investment to the Canadian dollar, the euro and pound sterling, with all other Holding Companies, had $806 of cash on hand and $796 of near- variables held constant, the net decrease in net earnings would cash items at market value. Cash and cash equivalents are held with have been $22. Conversely, had the U.S. dollar weakened by 5% financial institutions having a current Standard & Poor’s rating of relative to the Canadian dollar, the euro and pound sterling, with A-1+ or above. Near-cash items include treasury investments man- all other variables held constant, the net increase in net earnings aged by third-party investment managers, as described below, $98 would have been $22. Certain underlying investments held by the invested in a segregated unlevered fund managed by Onex Credit Onex Partners and ONCAP Funds may be denominated in Cana- and $122 in management fees receivable from the Onex Partners dian dollars, euros or pounds sterling, while Onex’ investments in and ONCAP Funds. The treasury investments have current Standard these Funds are denominated in U.S. dollars, with the exception & Poor’s ratings ranging from BBB to AAA. The portfolio concentra- of investments made in the ONCAP II and III Funds, which are tion limits range from a maximum of 10% for BBB investments to denominated in Canadian dollars. As such, Onex is also indirectly 100% for AAA investments. exposed to foreign currency exchange risk associated with these The Company’s recoverable fund expenses and other receivables are also subject to credit risk. Interest rates underlying investments. Liquidity risk The Company is exposed to changes in future cash flows as a result of changes in the interest rate environment, primarily through the Liquidity risk is the risk that Onex will have insufficient funds on cash and cash equivalents held, which are held in money market hand to meet its obligations as they come due. Onex needs to be funds, short-term term deposits and commercial paper. Assum- in a position to support the operating businesses its private equi- ing no significant changes in cash balances held by the Company ty funds invest in when and if it is appropriate and reasonable for from those at December 31, 2020, a 0.25% increase (0.25% decrease) Onex, as an equity owner with paramount duties to act in the best in the interest rate (including the Canadian and U.S. prime rates) interests of Onex shareholders, to do so. Maintaining sufficient li- would result in a minimal impact on annual interest income. quidity at Onex is important because Onex, as a holding company, Onex also has exposure to interest rate risk through its generally does not have guaranteed sources of meaningful cash treasury investments managed by third-party investment manag- flow to support its investing activities. ers. As interest rates change, the fair values of fixed income invest- Accounts payable are generally due within 90 days. The ments are inversely impacted. Investments with shorter durations repayment schedule for leases is disclosed in note 13. Onex has are less impacted by changes in interest rates compared to invest- no external debt and does not guarantee the debt of the operating ments with longer durations. At December 31, 2020, Onex’ treasury businesses of the Onex Partners and ONCAP Funds or any other investments included $193 of fixed income securities measured at operating business Onex invests in directly. fair value, which are subject to interest rate risk. These securities Market risk had a weighted average duration of 1.0 years. Other factors, includ- ing general economic conditions and political conditions, may also Market risk is the risk that the future cash flows of a financial in- affect the value of fixed income securities. These risks are moni- strument will fluctuate due to changes in market prices. The Com- tored on an ongoing basis and the treasury investments may be pany is primarily exposed to fluctuations in the foreign currency repositioned in response to changes in market conditions. exchange rates associated with the Canadian and U.S. dollars and the euro as well as fluctuations in LIBOR, EURIBOR and the U.S. prime interest rate. 114 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSPrice risk A portion of the Company’s capital is managed by a third-party Price risk is the risk of variability in fair value as a result of move- investment manager. At December 31, 2020, the fair value of invest- ments in equity prices. Onex is exposed to price risk in relation to ments, including cash yet to be deployed, managed by a third-party the equity interests in its private equity investment held within its investment manager was $554. The investments are managed in a corporate investments. At December 31, 2020, had the price of eq- mix of short- and long-term portfolios. Treasury investments con- uity securities held within corporate investments related to private sist of liquid investments including money market instruments and equity investments decreased by 5%, with all other variables held commercial paper with original maturities of three months to one constant, the decrease in net earnings would have been $230. Con- year, in addition to longer-term investments, which include mon- versely, had the price increased by 5%, with all other variables held ey market instruments, federal and municipal debt instruments, constant, the increase in net earnings would have been $230. Onex’ corporate obligations and structured products with maturities of investments in Onex Credit strategies are primarily held in underly- one year to five years. The investments are managed to maintain an ing debt instruments. Onex is not exposed to a significant price risk overall weighted average duration of two years or less. associated with its equity interest in these investments. At December 31, 2020, Onex had access to uncalled com- mitted limited partner capital for acquisitions through Onex Part- Regulatory risk ners V ($3,042) and ONCAP IV ($211). Onex is subject to government regulations and oversight with re- spect to its business activities. Failure to comply with applicable The strategy for risk management of capital has not changed sig- regulations, obtain applicable regulatory approvals or maintain nificantly since December 31, 2019. those approvals may subject Onex to civil penalties, suspension or withdrawal of any regulatory approval obtained, injunctions, oper- ating restrictions and criminal prosecutions and penalties, which could, individually or in the aggregate, have a material adverse effect on Onex’ consolidated financial position. 2 5 . C A P I TA L D I S C LO S U R E S 26 . C O M M I T M E N T S A N D R E L AT E D - PA R T Y T R A N S A C T I O N S a) Incline Aviation Fund, letters of guarantee and other commitments Incline Aviation Fund is an aircraft investment fund managed by BBAM, which in turn is an operating business of Onex Partners III. Onex considers the capital it manages to be the amounts it has in At December 31, 2020, Onex’ uncalled commitment to Incline Avia- cash and cash equivalents, near-cash investments, treasury in- tion Fund was $22 (2019 – $34). vestments managed by third-party investment managers and the In September 2020, Onex committed $125 to Incline Avi- investments made in its private equity funds, credit strategies and ation Fund II, an aircraft investment fund managed by BBAM and other investments. Onex also manages the capital of other investors focused on investments in contractually leased commercial jet air- in the Onex Partners and ONCAP Funds, private credit strategies, craft. At December 31, 2020, Onex’ uncalled commitment to Incline public debt strategies and public equity strategies. Onex’ objectives Aviation Fund II was $125. in managing capital are to: The Company has commitments with respect to leases, • preserve a financially strong parent company with appropriate which are disclosed in note 13. liquidity and no, or a limited amount of, external debt so that funds are available to pursue new investments and growth op- b) Legal contingencies portunities as well as support expansion of its existing businesses; Onex is or may become a party to legal claims arising in the ordi- • achieve an appropriate return on capital invested commensurate nary course of business. Onex has not currently recorded any legal with the level of assumed risk; provision and does not believe that the resolution of known claims • build the long-term value of its corporate investments; would reasonably be expected to have a material adverse impact on • control the risk associated with capital invested in any particu- Onex’ consolidated financial position. However, the final outcome lar strategy. Onex Corporation does not guarantee the debt of its with respect to outstanding, pending or future actions cannot be investment funds or the underlying operating businesses of its predicted with certainty, and therefore there can be no assurance private equity funds. that their resolution will not have an adverse effect on Onex’ con- solidated financial position. Onex Corporation December 31, 2020 115 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSc) Commitments to Onex Partners Funds Onex Partners I, Onex Partners II, Onex Partners III, Onex Partners IV and Onex Partners V (the “Onex Partners Funds”) were established to provide committed capital for Onex-sponsored acquisitions not related to Onex’ direct investments or ONCAP. Onex controls the General Partner and Manager of the Onex Partners Funds. The following table provides information on Onex’ commitments to the Onex Partners Funds: Onex Partners I Onex Partners II Onex Partners III Onex Partners IV Onex Partners V Final Close Date February 2004 August 2006 December 2009 March 2014 November 2017 Onex Total Commitments Onex Commitments Invested(i) Onex Remaining Commitments (ii) $ 400 $ 1,407 $ 1,200 $ 1,700(iii) $ 2,000 $ 346 $ 1,164 $ 929 $ 1,546(iii) $ 754 $ $ $ $ 16 158 100 123 $ 1,153 (i) Amounts include capitalized acquisition costs and bridge financing, where applicable. (ii) Onex’ remaining commitment is calculated based on the assumption that all remaining limited partners’ commitments are invested. (iii) Excludes the impact of an additional commitment that was acquired by Onex from a limited partner in 2017. The remaining commitments for Onex Partners I, Onex Partners II is 2%, which may be adjusted annually to a maximum of 10%. At and Onex Partners III are for future funding partnership expenses. December 31, 2020, Onex management and directors have commit- The remaining commitments for Onex Partners IV are for possible ted 5% to Onex Partners V for new investments completed in 2021. future funding of remaining businesses and future funding of part- The original amount invested at cost in the Onex Partners Funds’ nership expenses. The remaining commitments for Onex Partners remaining investments by Onex management and directors at V are primarily for future funding of Onex-sponsored investments. December 31, 2020 was $462 (2019 – $458), of which $46 (2019 – $51) Onex management has committed, as a group, to invest was invested in the year ended December 31, 2020, including bridge a minimum percentage in each of the Onex Partners Funds. The financing where applicable. minimum commitment to Onex Partners V for Onex management d) Commitments to ONCAP Funds ONCAP II, ONCAP III and ONCAP IV (the “ONCAP Funds”) were established to provide committed capital for acquisitions of small and medium-sized businesses. Onex controls the General Partner and Manager of the ONCAP Funds. The following table provides information on Onex’ commitments to the ONCAP Funds: ONCAP II ONCAP III ONCAP IV Final Close Date May 2006 September 2011 November 2016 Onex Total Commitments Onex Commitments Invested(i) Onex Remaining Commitments (ii) C$ C$ $ 252 252 480 C$ C$ $ 221 186 284 C$ C$ 1 30 $ 146 (i) Amounts include capitalized acquisition costs and bridge financing, where applicable. (ii) Onex’ remaining commitment is calculated based on the assumption that all remaining limited partners’ commitments are invested. 116 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe remaining commitments for ONCAP II are for future fund- During 2019, Onex management undertook a compre- ing of partnership expenses. The remaining commitments for hensive review of the existing compensation and investment pro- ONCAP III are for possible future funding of remaining busi- grams, the overall organizational structure of Onex and its growing nesses and future funding of partnership expenses. The remain- investment platforms, and the changing roles and responsibilities ing commitments for ONCAP IV are primarily for funding of future of Onex investment professionals and executives. As a result of this Onex-sponsored investments. review, there were several changes to the Onex compensation and ONCAP management has committed, as a group, to investment programs, including changes to Onex management’s invest a minimum percentage in each of the ONCAP Funds. The and Onex Partners management’s participation in the carried inter- minimum commitment to ONCAP IV for ONCAP management is est program for future Onex Partners investments and for existing 2%. The commitment from management of Onex and ONCAP and investments in Onex Partners V. For Onex Partners V, Onex Part- directors may be increased to a maximum of 10% of ONCAP IV. At ners management are entitled to a carried interest of 12% of the December 31, 2020, management of Onex and ONCAP and directors realized gains from Onex capital, subject to an 8% compound had committed 8% to ONCAP IV for new investments completed annual preferred return to Onex on amounts contributed to the in 2021. The original amount invested at cost in the ONCAP Funds’ fund. This carried interest participation is in addition to and consis- remaining investments by management of Onex and ONCAP and tent with the carried interest entitlement on the realized net gains directors at December 31, 2020 was $123 (2019 – $122), of which $1 from the limited partners of Onex Partners V, which is described in was invested in the year ended December 31, 2020 (2019 – $9). the preceding paragraphs. e) Carried interest participation During the year ended December 31, 2020, management of Onex, Onex Partners and ONCAP received less than $1 in carried The General Partners of the Onex Partners and ONCAP Funds interest. Management have the potential to receive $205 of carried are entitled to a carried interest of 20% on the realized net gains interest on businesses in the Onex Partners and ONCAP Funds of the limited partners in each fund, subject to an 8% compound based on their values as determined at December 31, 2020. annual preferred return to those limited partners on all amounts During the year ended December 31, 2019, manage- contributed in each particular fund. Onex is entitled to 40% of the ment of Onex, Onex Partners and ONCAP received carried interest carried interest realized in the Onex Partners and ONCAP Funds. through its Investment Holding Companies totalling $68, primarily Onex and Onex Partners management are allocated 60% of the car- from the sale of BrightSpring Health. ried interest realized in the Onex Partners Funds. ONCAP manage- ment is allocated 60% of the carried interest realized in the ONCAP Onex Falcon is entitled to a carried interest of 20% on the realized Funds and an equivalent carried interest on Onex’ capital. Once the net gains of the limited partners in each existing Onex Falcon Fund, ONCAP IV investors achieve a return of two times their aggregate provided the limited partners have achieved a minimum 8% net in- capital contributions, carried interest participation increases from ternal rate of return (“net IRR”) on their investment. Onex Falcon 20% to 25% of the realized net gains. Under the terms of the part- management is entitled to the entire carried interest for existing nership agreements, the General Partners may receive carried in- funds, with the exception of Onex Falcon VI. For Onex Falcon VI, terest as realizations occur. The ultimate amount of carried interest Onex Falcon management is entitled to 80% of the carried interest earned will be based on the overall performance of each fund, inde- and Onex is entitled to the remaining 20%. pendently, and includes typical catch-up and clawback provisions Onex will be entitled to 50% of the carried interest real- within each fund, but not between funds. ized on future Onex Falcon Funds with the remaining 50% allocated Carried interest received from Onex Partners I, Onex to the Onex Credit team. Partners II, Onex Partners III and Onex Partners IV has fully vested Since Onex Falcon’s acquisition in December 2020, as for Onex management. Carried interest received from Onex Part- described in note 2, Onex Falcon management has not received ners V for management will vest equally over six years from carried interest. Onex Falcon management has the potential to November 2018. Carried interest received from ONCAP II and receive $62 of carried interest from the Onex Falcon Funds based on ONCAP III has fully vested for ONCAP management. Carried inter- their values as determined at December 31, 2020. est received from ONCAP IV will vest equally over five years ending November 2021 for ONCAP management. Onex Corporation December 31, 2020 117 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSf) Management Investment Plan g) Stock Option Plan The MIP required the Onex management team members to invest Onex has a Stock Option Plan in place that provides for options in each of the operating businesses acquired or invested in by Onex. and/or share appreciation rights to be granted to Onex directors, Management’s required cash investment was 1.5% of Onex’ interest officers and employees for the acquisition of SVS of Onex, as more in each acquisition or investment. An amount invested in an Onex fully described in note 16(e). Partners acquisition under the fund’s investment requirement, as described in note 26(c), was also applied toward the 1.5% invest- h) Management Deferred Share Unit Plan ment requirement under the MIP. Onex has a Management Deferred Share Unit Plan, which enables In addition to the 1.5% participation, management was the Onex management team to apply all or a portion of their annual allocated 7.5% of Onex’ realized gain from an operating business compensation earned to acquire DSUs based on the market value investment, subject to certain conditions. In particular, Onex must of Onex shares at the time in lieu of cash, as more fully described realize the full return of its investment plus a net 15% internal rate in note 1. of return from the investment in order for management to be allo- cated the additional 7.5% of Onex’ gain. The investment rights to i) Director Deferred Share Unit Plan acquire the additional 7.5% vest equally over six years with the in- Onex has a Director Deferred Share Unit Plan, which entitles Onex vestment rights vesting in full if the Company disposes of all of an directors to apply directors’ fees earned to acquire DSUs based on investment before the seventh year. the market value of Onex shares at the time, as more fully described Realizations under the MIP distributed during 2020 were in note 1. $46 (2019 – $24) and were distributed by certain Investment Holding Companies, which are accounted for as corporate investments at j) Management reinvestment of MIP and carried interest fair value through net earnings, as described in note 1. Members of Onex management are required to reinvest up to 25% Following a review in 2019, Onex eliminated the MIP for of the gross proceeds received related to their share of the MIP in- all future investments and for existing investments in Onex Part- vestment rights and the Onex Partners’ carried interest participa- ners V. Onex Partners management are eligible to receive carried tion to acquire Onex SVS in the market and/or management DSUs. interest on Onex’ realized gains in Onex Partners V and future The size of the reinvestment requirement generally increases with Onex Partners investments made after December 31, 2019, includ- the seniority of the participant and the cumulative proceeds they ing co-investments made by Onex, as described in note 26(e). For have realized from the MIP and Onex Partners’ carried interest. existing pre-Onex Partners V investments, Onex and Onex Partners Onex SVS and/or management DSUs acquired under this program management will continue to participate in Onex’ gains under the are subject to a minimum three-year holding period. During 2020, MIP. In certain circumstances, Onex and Onex Partners manage- no amounts were invested under this program (2019 – C$10). ment will have an additional opportunity to participate in these gains such that the total participation for the team is consistent k) OCLP I with that provided for third-party capital via the carried interest Onex Credit Lending Partners (“OCLP I”) provides committed cap- program. The Company recognized a decrease of $66 in the fair ital for investments in senior secured loans and other loan invest- value of its corporate investments during 2019 to account for this ments in middle-market, upper middle-market and large private additional potential allocation to the team. Other contemporane- equity sponsor-owned portfolio companies and, selectively, other ous changes to Onex’ compensation and investment programs are corporate borrowers. As at December 31, 2020, Onex has invested expected to decrease compensation expenses going forward such $74 (2019 – $74) of its $100 commitment in OCLP I and the duration that Onex’ overall cost from these programs is unchanged. During of the commitment period is up to November 2021, subject to ex- 2020, Onex and Onex Partners management achieved an addition- tensions of up to an additional two years. Onex controls the General al allocation of $24 which will be distributed by certain Investment Partner and Manager of OCLP I. The Onex management team has Holding Companies during fiscal 2021. committed, as a group, to invest $79 in OCLP I. The total amount invested at cost in OCLP I by the Onex management team at December 31, 2020 was $59 (2019 – $59), none of which was invested during the year ended December 31, 2020 (2019 – $27). 118 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSl) Onex Senior Loan Opportunity Fund q) Remuneration to key management During 2020, Onex Credit completed fundraising for the Onex Remuneration to key management includes amounts recognized in Senior Loan Opportunity Fund, reaching aggregate commitments of the consolidated statements of earnings as compensation. Stock- $85, including $20 from Onex and $25 from the Onex management based compensation associated with Onex stock options is includ- team, as described in note 6. In addition to Onex’ $20 commitment ed based on the cash ultimately paid while DSUs issued to Onex di- to the fund, Onex committed $80 to be invested through a separately rectors are included at the grant date fair value. Payments received managed account which follows a similar strategy as the Onex by key management from investment holding companies related to Senior Loan Opportunity Fund. As at December 31, 2020, Onex had their carried interest participation and the MIP are excluded and invested $65 of its aggregate $100 commitment. are described in notes 26(e) and 26(f ), respectively. Aggregate pay- m) Onex Structured Credit Opportunities Fund During 2020, Onex Credit completed the first and second close of Year ended December 31 fundraising for the Onex Structured Credit Opportunities Fund, Share-based payments (i) reaching aggregate commitments of $148, including $25 from Onex Short-term employee benefits and costs and $41 from the Onex management team, as described in note 6. In Total addition to Onex’ $25 commitment to the fund, Onex committed $25 2020 $ 7 24 $ 31 2019 $ 23 21 $ 44 ments to the Company’s key management were as follows: to be invested through a separately managed account which follows a similar strategy as the Onex Structured Credit Opportunities Fund. As at December 31, 2020, Onex had invested $2 of its aggregate $50 commitment through the separately managed account. n) Management investment in Onex Credit The Onex management team may invest in strategies managed by Onex Credit. At December 31, 2020, investments at market value held by the Onex management team in Onex Credit strategies were approximately $290 (2019 – $280). o) Management investment in Gluskin Sheff Funds The Onex management team may invest in funds managed by Gluskin Sheff. At December 31, 2020, investments at market value held by the Onex management team in Gluskin Sheff Funds were approximately $63 (2019 – $65). p) Management and directors’ investment in other investments Members of management and the Board of Directors of Onex can invest limited amounts in partnership with Onex in all acquisitions outside the Onex Partners and ONCAP Funds, including co-invest- ment opportunities, at the same time and cost as Onex and other outside investors. During 2020, $19 (2019 – $9) in investments were made by the Onex management team and directors, primarily in the co-investments for Convex and OneDigital. (i) Share-based payments include $4 paid on the exercise of Onex stock options (note 16). r) Related-party revenues Onex receives management fees on limited partners’ and clients’ capital within the Onex Partners Funds, ONCAP Funds and Onex Credit strategies, and advisory fees directly from certain operating businesses. Onex also receives performance fees from the Onex Credit strategies and recovers certain deal investigation, research and other expenses from the Onex Partners Funds, ONCAP Funds, Onex Credit Strategies and the operating businesses of Onex Part- ners and ONCAP. Onex indirectly controls the Onex Partners Funds, ONCAP Funds and Onex Credit strategies, and therefore the man- agement and performance fees earned from these sources rep- resent related-party transactions. Furthermore, Onex indirectly controls, jointly controls or has significant influence over certain operating businesses held by the Onex Partners and ONCAP Funds, and as such, advisory fees from these operating businesses repre- sent related-party transactions. Gluskin Sheff has agreements to manage its pooled fund vehicles, where it generally acts as the trustee, manager, transfer agent and principal distributor. In the case of those pooled fund vehicles that are limited partnerships, Gluskin Sheff or an affiliate of Gluskin Sheff is the General Partner. As such, the Gluskin Sheff pooled fund vehicles are related parties of the Company. Onex Corporation December 31, 2020 119 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSRelated-party revenues included the following: Year ended December 31, 2020 Source of related-party revenues Onex Partners Funds (i) Gluskin Sheff pooled fund vehicles (ii) Onex Credit Strategies ONCAP Funds (iii) Total related-party revenues Gluskin Sheff third-party revenues Total revenues Year ended December 31, 2019 Source of related-party revenues Onex Partners Funds (i) Gluskin Sheff pooled fund vehicles (ii) Onex Credit Strategies ONCAP Funds (iii) Total related-party revenues Gluskin Sheff third-party revenues Total revenues Management and Advisory Fees Reimbursement of Expenses Performance Fees $ 112 $ 57 54 17 $ 240 4 $ 244 9 – 4 1 $ 14 – $ 14 Management and Advisory Fees Reimbursement of Expenses Performance Fees $ 129 $ 21 $ 39 52 17 $ 237 4 $ 241 1 1 2 $ 25 – $ 25 $ – 16 – – $ 16 – $ 16 – 24 – – $ 24 – $ 24 Total $ 121 73 58 18 $ 270 4 $ 274 Total $ 150 64 53 19 $ 286 4 $ 290 (i) Includes advisory fees and expense reimbursements from Onex Partners operating businesses. (ii) Revenue associated with the reimbursement of expenses from the Gluskin Sheff pooled fund vehicles is included within other income. (iii) Includes advisory fees and expense reimbursements from ONCAP operating businesses. (i) Includes advisory fees and expense reimbursements from Onex Partners operating businesses. (ii) Revenue associated with the reimbursement of expenses from the Gluskin Sheff pooled fund vehicles is included within other income. (iii) Includes advisory fees and expense reimbursements from ONCAP operating businesses. 120 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSManagement and Advisory Fees Receivable Recoverable Fund and Operating Expenses Receivable Performance Fees Other Receivables $ 116 $ 75 $ Related-party receivables included the following: As at December 31, 2020 Onex Partners Funds Gluskin Sheff pooled fund vehicles Onex Credit Strategies ONCAP Funds Onex Partners and ONCAP operating businesses Total related-party receivables Third-party receivables Total As at December 31, 2019 Onex Partners Funds Gluskin Sheff pooled fund vehicles Onex Credit Strategies ONCAP Funds Onex Partners and ONCAP operating businesses Total related-party receivables Third-party receivables Total 6 12 6 2 $ 142 – $ 142 1 3 3 5 $ 87 – $ 87 3 10 3 1 $ 204 1 $ 205 – – 5 – $ 82 – $ 82 – 17 – – – $ 17 – $ 17 – 20 – – – $ 20 – $ 20 $ $ – 2 1 – – 3 12 $ 15 $ $ 1 – 1 – – 2 23 $ 25 Total $ 191 26 16 9 7 $ 249 12 $ 261 Total $ 265 23 11 8 1 $ 308 24 $ 332 Management and Advisory Fees Receivable Recoverable Fund and Operating Expenses Receivable Performance Fees Other Receivables $ 187 $ 77 $ s) Services received from operating companies During the years ended December 31, 2020 and December 31, 2019, Onex received services from certain operating companies, the value of which was not significant. 2 7. S U B S E Q U E N T E V E N T S In February 2021, the Onex Partners V Group announced an investment in Weld North Education, a leading K-12 digital curriculum company. Onex’ share of the investment is expected to be approximately $275, including $100 as a co-investor. The transaction is expected to close during the first quarter of 2021, subject to customary conditions and regulatory approvals. In February 2021, Onex Credit completed the first close of fundraising for the Onex Capital Solutions Fund, which invests primarily in loans, bonds, trade claims and credit default swaps, among other assets. Onex’ commitment to the Fund was $100. Onex Corporation December 31, 2020 121 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS2 8 . I N F O R M AT I O N B Y R E P O R TA B L E S E G M E N T capital in the Onex Partners and ONCAP Funds, as this presentation is used by Onex management, in part, to assess Onex’ performance. The Company has two reportable segments: During 2020 and 2019, these allocations, on a net basis, reduced • Investing, which comprises the activity of investing Onex’ capi- Onex’ investing segment income and increased Onex’ asset and tal; and wealth management segment income, with no net impact to total • Asset and wealth management, which comprises the asset and segment net earnings (loss). wealth management activities provided by Onex to support its Onex’ segmented results exclude revenues and expens- private equity, public equity and credit investing platforms, as es associated with recoverable expenses from the Onex Partners, well as Onex’ corporate functions. ONCAP and Onex Credit Funds, and the operating businesses of Onex’ segmented results include allocations of management fees amounts when assessing Onex’ performance given the nature of and carried interest that would have been recognized on Onex’ these expenses, which are recoverable at cost. Onex Partners and ONCAP. Onex management excludes these Net gain (loss) on corporate investments (including an increase in carried interest) Management and advisory fees Performance fees Interest and net treasury investment income Other income Total segment income Compensation Amortization of right-of-use assets Other expenses Segment net earnings Year Ended December 31, 2020 Year Ended December 31, 2019 Asset and Wealth Management Investing Total Investing Asset and Wealth Management Total $ 757(i)(ii) – – 16 – 773 – – – $ 35(i) 300(ii) 16 – 3 354 (207) (10) (50) $ 792(i)(ii) $ 743(i)(ii) 300(ii) 16 16 3 1,127 (207) (10) (50) – – 14 – 757 – – (1) $ (5)(i) 302(ii) $ 738 (i)(ii) 302 (ii) 24 – 3 324 (178) (9) (57) 24 14 3 1,081 (178) (9) (58) $ 773 $ 87 $ 860 $ 756 $ 80 $ 836 Stock-based compensation recovery (expense) Amortization of property and equipment, and other intangible assets, excluding right-of-use assets Acquisition and integration expenses Impairment of goodwill Gain on derecognition of previously consolidated corporate investments Reclassification from accumulated other comprehensive loss on derecognition of previously consolidated corporate investments Earnings before income taxes Recovery of income taxes Net earnings 21 (47) (19) (85) – – $ 730 – $ 730 (60) (36) (50) – 3,719 (170) $ 4,239 38 $ 4,277 (i) The asset and wealth management segment includes an allocation of $14 (2019 – net reversal of $4) from the investing segment, representing carried interest that would have been earned by the asset and wealth management segment had Onex’ capital been subject to carried interest under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. (ii) The asset and wealth management segment includes an allocation of $56 (2019 – $61) from the investing segment, representing management fees that would have been earned by the asset and wealth management segment had Onex’ capital been subject to management fees under the same terms as third-party limited partners of the Onex Partners and ONCAP Funds. 122 Onex Corporation December 31, 2020 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOnex’ asset and wealth management segment would have generated net earnings of approximately $94 for the year ended December 31, 2019 had Gluskin Sheff been acquired on January 1, 2019, and the investing segment net earnings would have remained unchanged. Total segment net earnings would have been approximately $850 for the year ended December 31, 2019 had Gluskin Sheff been acquired on January 1, 2019. Segmented assets included the following: Cash and cash equivalents Treasury investments Management and advisory fees, recoverable fund expenses and other receivables Corporate investments Other assets Property and equipment Intangible assets Goodwill Total segment assets As at December 31, 2020 As at December 31, 2019 Asset and Wealth Management $ 201(i) $ – 139 – 98 169 167 264 Total 706 234 261 5,926 98 169 167 264 Investing $ 832 306 190(ii) 5,233 – – – – Investing $ 505 234 122(ii) 5,926 – – – – Asset and Wealth Management $ 156(i) $ – 142 – 126 181 158 261 Total 988 306 332 5,233 126 181 158 261 $ 6,787 $ 1,038 $ 7,825 $ 6,561 $ 1,024 $ 7,585 Net intercompany loans receivable, comprising part of the fair value of Investment Holding Companies Total assets 4,043 $ 11,868 4,217 $ 11,802 (i) Cash and cash equivalents allocated to the asset and wealth management segment relate to accrued employee incentive compensation and the liabilities relating to the retirement of the Onex Credit chief executive officer, as described in note 20, and contingent consideration related to the acquisition of Falcon, as described in note 2. (ii) Represents management fees receivable that Onex has elected to defer cash receipt from the Onex Partners and ONCAP Funds. Geographic Segments As at December 31, 2020 As at December 31, 2019 Canada United States Other(i) Total Canada United States Other(i) Total Year-to-date revenues (ii) Property and equipment Intangible assets Goodwill $ 93 $ 101 $ 114 $ 114 $ 130 $ 50 $ 53 $ 150 $ 51 $ 18 $ $ – – $ 274 $ 169 $ 167 $ 264 $ 85 $ 116 $ 141 $ 199 $ 150 $ $ $ 44 17 62 $ $ $ $ 54 21 – – $ $ $ $ 289 181 158 261 (i) Other consists of operations in Ireland and the United Kingdom, including overseas territories of the United Kingdom. (ii) Revenues were attributed to geographic areas based on the location of the funds and strategies. During the year ended December 31, 2020, Onex had additions to During the year ended December 31, 2019, Onex had addi- property and equipment, intangible assets and goodwill in the asset tions to property and equipment, intangible assets and goodwill in and wealth management segment. These additions were primarily the asset and wealth management segment. These additions were related to the acquisition of Onex Falcon, as described in note 2. primarily related to the acquisition of Gluskin Sheff, as described in note 2. Onex Corporation December 31, 2020 123 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSSHAREHOLDER INFORMATION Year-End Closing Share Price As at December 31 (in Canadian dollars) Toronto Stock Exchange 2020 2019 2018 2017 2016 $ 73.06 $ 82.17 $ 74.35 $ 92.19 $ 91.38 Shares Registrar and Transfer Agent The Subordinate Voting Shares of AST Trust Company (Canada) the Company are listed and traded on the Toronto Stock Exchange. P.O. Box 700 Postal Station B Website www.onex.com Auditor Share Symbol ONEX Dividends Montreal, Quebec H3B 3K3 PricewaterhouseCoopers llp (416) 682-3860 Chartered Professional Accountants or call toll-free throughout Canada and the United States 1-800-387-0825 Duplicate Communication Registered holders of Onex Corporation Dividends on the Subordinate Voting www.astfinancial.com/ca shares may receive more than one copy Shares are payable quarterly on or or inquiries@astfinancial.com of shareholder mailings. Every effort about January 31, April 30, July 31 and is made to avoid duplication, but when October 31 of each year. At December 31, All questions about accounts, shares are registered under different 2020, the indicated dividend rate for stock certificates or dividend cheques names and/or addresses, multiple each Subordinate Voting Share was C$0.40 should be directed to the Registrar mailings result. Shareholders who receive per annum. Registered shareholders can and Transfer Agent. elect to receive dividend payments in U.S. dollars by submitting a completed currency election form to AST Trust Electronic Communications with Shareholders but do not require more than one mailing for the same ownership are requested to write to the Registrar and Transfer Agent and arrangements will be made to combine Company (Canada) five business days We encourage individuals to receive Onex’ the accounts for mailing purposes. before the record date of the dividend. shareholder communications electroni- Non-registered shareholders who wish to cally. You can submit your request online Shares Held in Nominee Name receive dividend payments in U.S. dollars by visiting the AST Trust Company (Canada) To ensure that shareholders whose should contact their broker to submit their website, www.astfinancial.com/ca, shares are not held in their name currency election. or contacting them at 1-800-387-0825. receive all Company reports and Corporate Governance Policies Investor Relations Contact releases on a timely basis, a direct mailing list is maintained by the A presentation of Onex’ corporate Requests for copies of this report, Company. If you would like your name governance policies is included in other annual reports, quarterly reports added to this list, please forward your the Management Information Circular and other corporate communications request to Investor Relations at Onex. that is mailed to all shareholders and is should be directed to: available on Onex’ website. Investor Relations Onex Corporation 161 Bay Street P.O. Box 700 Annual Meeting of Shareholders Onex Corporation’s Annual Meeting of Shareholders will be held virtually on May 13, 2021 (Eastern Daylight Time) Toronto, Ontario M5J 2S1 at 10:00 am. (416) 362-7711 Typesetting by Moveable Inc. www.moveable.com Printed in Canada 124 Onex Corporation December 31, 2020 

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