United States securities and exchange commission logo





                              October 25, 2021

       Cyrus Madon
       Chief Executive Officer
       Brookfield Business Corporation
       250 Vesey Street, 15th Floor
       New York, NY 10281-1021

                                                        Re: Brookfield Business
Corporation
                                                            Brookfield Business
Partners L.P.
                                                            Amendment No. 1 to
Registration Statement on Form F-1
                                                            Filed October 4,
2021
                                                            File No. 333-258347

       Dear Mr. Madon:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 27, 2021 letter.

       Amendment No. 1 to Form F-1 Filed October 4, 2021

       Dividend Policy, page 74

   1.                                                   We note your response
to comment 8 and and we continue to believe that it is appropriate
                                                        that Brookfield
Business Corporation include disclosure which demonstrates, on a
                                                        reasonable basis, its
ability to pay the disclosed dividend on a standalone basis. To the
                                                        extent you wish to
continue to disclose an estimated dividend, please revise your filing to
                                                        include the required
disclosures outlined in Rule 10(b) of Regulation S-K pertaining to
                                                        projections and
forecasts. Your revised disclosure should also be prepared in accordance
                                                        with the AICPA   s
Prospective Financial Information Guide and in accordance with Rule
                                                        11-03 of Regulation
S-X.
 Cyrus Madon
Brookfield Business Corporation
October 25, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Reconciliation of Non-IFRS Measures, page 109

2.       We have reviewed your response to comment 15 to Net Operating Income.
Please
         provide us with a list of the items included in your other income
(expense) adjustment and
         Unallocated Corporate expense adjustment. Additionally, please address
your
         consideration of Non-GAAP Financial Measures Compliance and Disclosure
         Interpretations, Question 100.04.
Combined Carve-Out Statements of Operating Results, page F-6

3.       It appears that you have presented your expenses by function, except
for depreciation and
         amortization expense, which appears to be presented by the nature of
the expense. Please
         support you presentation under IAS 1 or present all of your expenses
by function and
         present a measure of direct operating costs that is complete. Please
refer to paragraphs 15,
         29, 99 and 103 of IAS 1. We also note your presentation of the
components of direct
         operating costs in Note 20 that presents amounts that are both by
function and by nature.
         Please revise your footnote disclosure to present the components of
direct operating costs
         by nature.
Exhibit Index, page II-5

4.     We note your response to comment 17 that    the Bilateral Facilities are
actually 20
       separate agreements with 20 separate financial institutions    with
individual facilities of up
       to $150 million each. However, your disclosure on pages 52, 119 and 171
indicates that
       BBUC may be executing a single guarantee of the partnership   s
obligations under these
       facilities. We also note from page F-13 of the partnership   s annual
report that an August
       2020 agreement increased the total amount available under these
facilities by $500
       million, more than any individual facility identified in your response.
Please revise your
       registration statement to clarify the terms of these facilities and
include BBUC   s guarantee
FirstName LastNameCyrus Madon
       of the Bilateral Facilities in your list of material contracts on page
226 and include this
Comapany    NameBrookfield
       guarantee               Business
                   in your Exhibit  Index.Corporation
                                            In the alternative, please provide
us with you analysis
Octoberfor
         25,why
             2021a guarantee
                    Page 2 of up to $2,075 million in the aggregate is not
material for BBUC.
FirstName LastName
 Cyrus Madon
FirstName
Brookfield LastNameCyrus  Madon
           Business Corporation
Comapany
October 25,NameBrookfield
            2021           Business Corporation
October
Page 3 25, 2021 Page 3
FirstName LastName
       You may contact Howard Efron at (202) 551-3439 or Isaac Esquivel at
(202) 551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Christopher Dunham at (202) 551-3783 or James Lopez at (202) 551-3536
with any
other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Real Estate
& Construction
cc:      Mile Kurta, Esq.