UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)
☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-37775

Brookfield Business Partners L.P.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Bermuda

(Jurisdiction of incorporation or organization)

73 Front Street Hamilton, HM 12 Bermuda

(Address of principal executive offices)

Brookfield Business Partners L.P.

73 Front Street

Hamilton, HM 12

Bermuda

Tel: +441-294-3309

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbols	Name of each exchange on which registered
Limited Partnership Units	BBU	New York Stock Exchange
Limited Partnership Units	BBU.UN	Toronto Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

79,031,984 Limited Partnership Units as of December 31, 2020.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.        Yes ý No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.        Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).        Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of “accelerated filer”, “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o Emerging growth company o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

o  U.S. GAAP ý  International Financial Reporting Standards as issued by the International Accounting Standards Board o  Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.        Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes ☐ No ☒

Table of Contents

			Page
INTRODUCTION AND USE OF CERTAIN TERMS			1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			6
PART I			8
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		8
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		8
ITEM 3.	KEY INFORMATION		8
	3.A.	SELECTED FINANCIAL DATA	8
	3.B.	CAPITALIZATION AND INDEBTEDNESS	9
	3.C.	REASONS FOR THE OFFER AND USE OF PROCEEDS	9
	3.D.	RISK FACTORS	9
ITEM 4.	INFORMATION ON OUR COMPANY		47
	4.A.	HISTORY AND DEVELOPMENT OF OUR COMPANY	47
	4.B.	BUSINESS OVERVIEW	49
	4.C.	ORGANIZATIONAL STRUCTURE	60
	4.D.	PROPERTY, PLANTS AND EQUIPMENT	62
ITEM 4A.	UNRESOLVED STAFF COMMENTS		62
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		63
	5.A.	OPERATING RESULTS	63
	5.B.	LIQUIDITY AND CAPITAL RESOURCES	90
	5.C.	RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.	98
	5.D.	TREND INFORMATION	98
	5.E.	OFF-BALANCE SHEET ARRANGEMENTS	98
	5.F.	TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS	99
	5.G.	SAFE HARBOR	99
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		100
	6.A.	DIRECTORS AND SENIOR MANAGEMENT	100
	6.B.	COMPENSATION	102
	6.C.	BOARD PRACTICES	103
	6.D.	EMPLOYEES	106
	6.E.	SHARE OWNERSHIP	106
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		108
	7.A.	MAJOR SHAREHOLDERS	108
	7.B.	RELATED PARTY TRANSACTIONS	109
	7.C.	INTERESTS OF EXPERTS AND COUNSEL	133
ITEM 8.	FINANCIAL INFORMATION		133
	8.A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	133
	8.B.	SIGNIFICANT CHANGES	133
ITEM 9.	THE OFFER AND LISTING		133
	9.A.	OFFER AND LISTING DETAILS	133
	9.B.	PLAN OF DISTRIBUTION	133
	9.C.	MARKETS	133
	9.D.	SELLING SHAREHOLDERS	133

Brookfield Business Partners i

	9.E.	DILUTION	133
	9.F.	EXPENSES OF THE ISSUE	133
ITEM 10.	ADDITIONAL INFORMATION		134
	10.A.	SHARE CAPITAL	134
	10.B.	MEMORANDUM AND ARTICLES OF ASSOCIATION	134
	10.C.	MATERIAL CONTRACTS	151
	10.D.	EXCHANGE CONTROLS	152
	10.E.	TAXATION	152
	10.F.	DIVIDENDS AND PAYING AGENTS	171
	10.G.	STATEMENT BY EXPERTS	171
	10.H.	DOCUMENTS ON DISPLAY	171
	10.I.	SUBSIDIARY INFORMATION	172
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		172
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		172
PART II			173
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		173
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		173
ITEM 15.	CONTROLS AND PROCEDURES		173
ITEM 16.			174
	16.A.	AUDIT COMMITTEE FINANCIAL EXPERT	174
	16.B.	CODE OF ETHICS	174
	16.C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	174
	16.D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	174
	16.E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	174
	16.F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	174
	16.G.	CORPORATE GOVERNANCE	175
	16.H.	MINING SAFETY DISCLOSURE	175
PART III			176
ITEM 17.	FINANCIAL STATEMENTS		176
ITEM 18.	FINANCIAL STATEMENTS		176
ITEM 19.	EXHIBITS		177
SIGNATURES			178
INDEX TO FINANCIAL STATEMENTS			F-1

ii Brookfield Business Partners

INTRODUCTION AND USE OF CERTAIN TERMS

    We have prepared this Form 20-F using a number of conventions, which you should consider when reading the information contained herein. Unless otherwise indicated or the context otherwise requires, in this Form 20-F all financial information is presented in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, other than certain non-IFRS financial measures which are defined under “Use of Non-IFRS Measures”.

    In this Form 20-F, unless the context suggests otherwise, references to “we”, “us” and “our” are to our company, the Holding LP, the Holding Entities and the operating businesses, each as defined below, taken together on a consolidated basis. Unless the context suggests otherwise, in this Form 20-F references to:

•“Altera” means Altera Infrastructure L.P.;

•“assets under management” mean assets managed by us or by Brookfield on behalf of our third-party investors, as well as our own assets, and also include capital commitments that have not yet been drawn. Our calculation of assets under management may differ from that employed by other asset managers and, as a result, this measure may not be comparable to similar measures presented by other asset managers;

•“attributable to the partnership” and “attributable to unitholders” means attributable to limited partner, general partner, redemption-exchange unitholders, preferred shareholders and Special LP unitholders;

•“Backlog” represents an estimate of revenues to be recognized in future financial periods from contracts currently secured. Backlog is not indicative of future revenues, as we cannot guarantee that the revenues projected in our backlog will be realized or that it will exceed cost and generate profit. Projects may remain in our backlog for an extended period of time. Furthermore, variations in projects may occur with respect to contracts included in our backlog that could reduce the dollar amount of our backlog and the revenues and profits that we eventually realize;

•“BBU General Partner” means Brookfield Business Partners Limited, a wholly-owned subsidiary of Brookfield Asset Management Inc.;

•“Bermuda Holdco” means Brookfield BBP Bermuda Holdings Limited;

•“BGIS” means Brookfield Global Integrated Solutions Canada L.P.;

•“BGRS” means Brookfield Global Relocation Services;

•“BrandSafway” means Brand Industrial Holdings Inc.;

•“Brookfield” means Brookfield Asset Management and any subsidiary of Brookfield Asset Management, other than us;

•“Brookfield Accounts” means Brookfield-sponsored vehicles, consortiums and/or partnerships (including private funds, joint ventures and similar arrangements);

•“Brookfield Asset Management” means Brookfield Asset Management Inc.;

•“CanHoldco” means Brookfield BBP Canada Holdings Inc.;

•“Cardone” means Cardone Industries, Inc.;

•“CBCA” means Canada Business Corporations Act;

•“CBM properties” means coal-bed methane properties;

•“CDS” means Clearing and Depository Services Inc.;

•“Clarios” means Clarios Global LP;

•“CODM” means Chief Operating Decision Maker;

•“Company EBITDA” means Company FFO excluding the impact of our share realized disposition gains and losses, interest income and expense, and current income taxes;

Brookfield Business Partners 1

•“Company FFO” means funds from operations, which is calculated as our share of net income and equity accounted income excluding the impact of depreciation and amortization, deferred income taxes, transaction costs, non-cash valuation gains or losses, impairment expense and other items. Company FFO includes realized disposition gains or losses recorded in net income or other comprehensive income, arising from transactions during the reporting period together with fair value changes recorded in prior periods;

•“Consortium” means our company and the various institutional clients of Brookfield Asset Management Inc.;

•“DTC” means the Depository Trust Company;

•“EBITDA” means earnings before interest, taxes, depreciation and amortization;

•“FATCA” means Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act of 2010;

•“FPSO” means floating production storage and offloading unit;

•“FSO” means floating storage and offloading unit;

•“GP Units” means general partnership units in our company;

•“GrafTech” means GrafTech International Ltd.;

•“Greenergy” means Greenergy Fuels Holding Limited;

•“Healthscope” means Healthscope Limited;

•“Holding Entities” means the primary holding subsidiaries of the Holding LP, from time to time, through which it indirectly holds all of our interests in our operating businesses, including CanHoldco, US Holdco and Bermuda Holdco;

•“Holding LP” means Brookfield Business L.P.;

•“Holding LP Limited Partnership Agreement” means the amended and restated limited partnership agreement of the Holding LP;

•“HomeServices” means Berkshire Hathaway HomeServices

•“IASB” means the International Accounting Standards Board;

•“IBOR Amendments” means Interest Rate Benchmark Reform - Amendments to IFRS 9, and IFRS 7, issued in September 2019;

•“IFRIC 23” means IFRIC 23, Uncertainty over Income Tax Treatments;

•“IFRS” means the International Financial Reporting Standards as issued by the IASB;

•“IFRS 3” means IFRS 3, Business combinations;

•“IFRS 16” means IFRS 16, Leases;

•“IFRS 17” means IFRS 17, Insurance contracts;

•“Imagine” means Imagine Communications Group;

•“incentive distribution” means the distribution payable to holders of Special LP Units as described under “Related Party Transactions-Incentive Distributions”;

•“IndoStar” means IndoStar Capital Finance Limited;

•“LIBOR” means the London Interbank offered rate;

•“Licensing Agreement” means the licensing agreement which our company and the Holding LP have entered into;

•“limited partners” means the holders of our units;

•“Limited Partnership Agreements” means our Limited Partnership Agreement and Holding LP Limited Partnership Agreement;

2 Brookfield Business Partners

•“Managing General Partner Units” means the general partner interests in the Holding LP having the rights and obligations specified in the Holding LP Limited Partnership Agreement;

•“Master Services Agreement” means the master services agreement among the Service Recipients, the Service Providers, and certain other subsidiaries of Brookfield Asset Management who are parties thereto;

•“MI 61-101” means Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions;

•“NAP” means North American Palladium Ltd.;

•“NI 51-102” means National Instrument 51-102-Continuous Disclosure Obligations;

•“NCIB” means normal course issuer bid;

•“Non-Resident Subsidiaries” means the subsidiaries of Holding LP that are corporations and that are not resident or deemed to be resident in Canada for purposes of the Tax Act;

•“Non-U.S. Holder” means a beneficial owner of one or more units, other than a U.S. Holder or an entity classified as a partnership or other fiscally transparent entity for U.S. federal tax purposes;

•“Nova Cold” means Nova Cold Logistics ULC;

•“NYSE” means New York Stock Exchange;

•“Oaktree” means Oaktree Capital Group, LLC together with its affiliates;

•“Oaktree Accounts” means Oaktree-managed funds and accounts;

•“OEM” means original equipment manufacturer;

•“oil and gas” means crude oil and natural gas;

•“operating businesses” means the businesses in which the Holding Entities hold interests and that directly or indirectly hold our operations and assets other than entities in which the Holding Entities hold interests for investment purposes only of less than 5% of the equity securities;

•“OSFI” means Office of the Superintendent of Financial Institutions;

•“our business” means our business of owning and operating business services and industrial operations, both directly and through our Holding Entities and other intermediary entities;

•“our company” or “our partnership” means Brookfield Business Partners L.P., a Bermuda exempted limited partnership;

•“our Limited Partnership Agreement” means the amended and restated limited partnership agreement of our company;

•“our operations” means the business services and industrial operations we own;

•“Ouro Verde” means Ouro Verde Locação e Seviços S.A.;

•“PAA” means Price-Anderson Act;

•“parent company” means Brookfield Asset Management;

•“PRI” means Principles for Responsible Investment;

•“Redemption-Exchange Mechanism” means the mechanism by which Brookfield may request redemption of its Redemption-Exchange Units in whole or in part in exchange for cash, subject to the right of our company to acquire such interests (in lieu of such redemption) in exchange for units of our company;

•“Redemption-Exchange Units” means the non-voting limited partnership interests in the Holding LP that are redeemable for cash, subject to the right of our company to acquire such interests (in lieu of such redemption) in exchange for units of our company, pursuant to the Redemption-Exchange Mechanism;

•“Relationship Agreement” means the agreement under which Brookfield Asset Management has agreed that we will serve as the primary entity through which Brookfield will own and operate its business services and industrial operations;

•“Sagen” means Sagen MI Canada Inc. (formerly Genworth MI Canada Inc.);

Brookfield Business Partners 3

•“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;

•“Schoeller Allibert” means Schoeller Allibert Group B.V.;

•“SEC” means the U.S. Securities and Exchange Commission;

•“Service Providers” means the affiliates of Brookfield that provide services to us pursuant to our Master Services Agreement, which are expected to be Brookfield Asset Management (Barbados) Inc., Brookfield Asset Management Private Institutional Capital Adviser (Private Equity), L.P., Brookfield Canadian Business Advisor L.P., Brookfield Canadian GP L.P. and Brookfield Global Business Advisors Limited, which are wholly-owned subsidiaries of Brookfield Asset Management, and unless the context otherwise requires, any other affiliate of Brookfield that is appointed by Brookfield Global Business Advisor Limited from time to time to act as a Service Provider pursuant to our Master Services Agreement or to whom the Service Providers have subcontracted for the provision of such services;

•“Service Recipients” means our company, the Holding LP, the Holding Entities and, at the option of the Holding Entities, any wholly-owned subsidiary of a Holding Entity excluding any operating business;

•“Special LP Units” means special limited partnership units of the Holding LP;

•“spin-off” means the special dividend of our units by Brookfield Asset Management completed on June 20, 2016;

•“Superior” mean Superior Plus Corp.;

•“Tax Act” means the Income Tax Act (Canada), together with the regulation thereunder;

•“TCFD” means the Task Force on Climate-related Financial Disclosures;

•“TSX” means the Toronto Stock Exchange;

•“unitholders” means the holders of our units;

•“units” or “LP Units” means the non-voting limited partnership units in our company;

•“US Holdco” means Brookfield BBP US Holdings LLC;

•“U.S. Holder” means a beneficial owner of one or more of our units that is for U.S. federal tax purposes (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) that is subject to the primary supervision of a court within the United States and all substantial decisions of which one or more U.S. persons have the authority to control or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person; and

•“Westinghouse” means Westinghouse Electric Company.

Historical Performance and Market Data

    This Form 20-F contains information relating to our business as well as historical performance and market data for Brookfield Asset Management and certain of its operating platforms. When considering this data, you should bear in mind that historical results and market data may not be indicative of the future results that you should expect from us.

Financial Information

    The financial information contained in this Form 20-F is presented in United States dollars and, unless otherwise indicated, has been prepared in accordance with IFRS. All figures are unaudited unless otherwise indicated. In this Form 20-F, all references to “$” are to United States dollars, references to “A$” are to Australian dollars, references to “R$” are to Brazilian Reais, references to “£” are to British Pounds, references to “€” are to Euros, references to “C$” are to Canadian dollars, and references to “INR” are Indian Rupees.

4 Brookfield Business Partners

Use of Non-IFRS Measures

    Our company evaluates its performance using net income attributable to unitholders. In addition to this measure reported in accordance with IFRS, we also use Company FFO and Company EBITDA (defined below) to evaluate our performance. When determining Company FFO and Company EBITDA, we include our share of Company FFO and Company EBITDA for equity accounted investments. We believe Company FFO and Company EBITDA are useful to investors because it supplements investors’ understanding of our operating performance by providing information regarding our ongoing performance that excludes items we believe do not directly affect our core operations. Our presentation of Company FFO and Company EBITDA also gives investors comparability of our ongoing performance across periods.

    We define Company FFO as our share of net income and equity accounted income excluding the impact of depreciation and amortization, deferred income taxes, transaction costs, non-cash valuation gains or losses, impairment expense and other items. Company FFO includes realized disposition gains or losses recorded in net income or other comprehensive income, arising from transactions during the reporting period together with fair value changes recorded in prior period. Company FFO is presented net to unitholders. Our definition of Company FFO may differ from the definition of FFO used by other organizations. Company FFO has limitations as an analytical tool as it does not include depreciation and amortization, deferred income taxes, transaction costs, non-cash valuation gains or losses, impairment expense and other items.

    We define Company EBITDA as Company FFO excluding the impact of our share of realized disposition gains and losses, interest income and expense, and current income taxes. Company EBITDA is presented net to unitholders. Company EBITDA has limitations as an analytical tool as it does not include our share of realized disposition gains and losses, interest income and expense, and current income taxes, as well as depreciation and amortization, deferred income taxes, transaction costs, non-cash valuation gains or losses, impairment expense and other items.

    Company FFO and Company EBITDA do not have standard meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. Because Company FFO and Company EBITDA have these limitations, Company FFO and Company EBITDA should not be considered as the sole measures of our performance and should not be considered in isolation from, or as substitutes for, analysis of our results as reported under IFRS. However, Company FFO and Company EBITDA are key measures that we use to evaluate the performance of our operations.

    For a reconciliation of Company FFO and Company EBITDA to net income attributable to unitholders, see Item 5.A, “Operating Results” of this Form 20-F. We urge you to review the IFRS financial measures in this Form 20-F, including the financial statements, the notes thereto, and the other financial information contained herein, and not to rely on any single financial measure to evaluate our company.

Brookfield Business Partners 5

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This Form 20-F contains “forward-looking information” within the meaning of applicable U.S. and Canadian securities laws. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “forecasts”, “views”, “potential”, “likely”, or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.

    Although we believe that these forward-looking statements and information are based upon reasonable assumptions and expectations, investors and other readers should not place undue reliance on such forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements and information.

    Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to:

•our financial condition and liquidity;

•market volatility and the market price of our LP Units;

•changes in the economic, political and market factors in the countries in which we do business and other international jurisdictions including as a result of government mandated economic restrictions related to the ongoing pandemic of a novel strain of coronavirus, COVID-19 (“COVID-19”);

•the behavior of financial markets, including fluctuations in interest and foreign exchange rates;

•adverse conditions in the global equity, capital and credit markets;

•the availability of equity and debt financing and refinancing within equity, capital and credit markets, and our ability to access these markets;

•strategic actions, including acquisitions and dispositions;

•the ability to complete previously announced acquisitions, dispositions or other transactions on the timeframe contemplated or at all;

•risks associated with, and our ability to derive fully anticipated benefits from, future or existing acquisitions, joint ventures, investments or dispositions;

•actions or potential actions that could be taken by our co-venturers, partners, fund investors or co-tenants;

•the effective integration of acquisitions into our existing operations;