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, 2021
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-37775

Brookfield Business Partners L.P.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Bermuda

(Jurisdiction of incorporation or organization)

73 Front Street Hamilton, HM 12 Bermuda

(Address of principal executive offices)

Jane Sheere

73 Front Street

Hamilton, HM 12

Bermuda

Tel: +441-294-3309

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

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

Title of each class	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:

77,085,493 Limited Partnership Units as of December 31, 2021.

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

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

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

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

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

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

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

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

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

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

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

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

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

Table of Contents

			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.	RESERVED	8
	3.B.	CAPITALIZATION AND INDEBTEDNESS	8
	3.C.	REASONS FOR THE OFFER AND USE OF PROCEEDS	8
	3.D.	RISK FACTORS	8
ITEM 4.	INFORMATION ON OUR COMPANY		51
	4.A.	HISTORY AND DEVELOPMENT OF OUR COMPANY	51
	4.B.	BUSINESS OVERVIEW	54
	4.C.	ORGANIZATIONAL STRUCTURE	64
	4.D.	PROPERTY, PLANTS AND EQUIPMENT	67
ITEM 4A.	UNRESOLVED STAFF COMMENTS		67
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		68
	5.A.	OPERATING RESULTS	68
	5.B.	LIQUIDITY AND CAPITAL RESOURCES	95
	5.C.	RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.	104
	5.D.	TREND INFORMATION	105
	5.E.	CRITICAL ACCOUNTING ESTIMATES	105
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		106
	6.A.	DIRECTORS AND SENIOR MANAGEMENT	106
	6.B.	COMPENSATION	108
	6.C.	BOARD PRACTICES	108
	6.D.	EMPLOYEES	113
	6.E.	SHARE OWNERSHIP	113
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		115
	7.A.	MAJOR SHAREHOLDERS	115
	7.B.	RELATED PARTY TRANSACTIONS	115
	7.C.	INTERESTS OF EXPERTS AND COUNSEL	144
ITEM 8.	FINANCIAL INFORMATION		144
	8.A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	144
	8.B.	SIGNIFICANT CHANGES	144
ITEM 9.	THE OFFER AND LISTING		144
	9.A.	OFFER AND LISTING DETAILS	144
	9.B.	PLAN OF DISTRIBUTION	144
	9.C.	MARKETS	144
	9.D.	SELLING SHAREHOLDERS	144
	9.E.	DILUTION	144
	9.F.	EXPENSES OF THE ISSUE	144

Brookfield Business Partners i

ITEM 10.	ADDITIONAL INFORMATION		144
	10.A.	SHARE CAPITAL	144
	10.B.	MEMORANDUM AND ARTICLES OF ASSOCIATION	144
	10.C.	MATERIAL CONTRACTS	163
	10.D.	EXCHANGE CONTROLS	164
	10.E.	TAXATION	164
	10.F.	DIVIDENDS AND PAYING AGENTS	184
	10.G.	STATEMENT BY EXPERTS	184
	10.H.	DOCUMENTS ON DISPLAY	184
	10.I.	SUBSIDIARY INFORMATION	184
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		184
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		184
PART II			185
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		185
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		185
ITEM 15.	CONTROLS AND PROCEDURES		185
ITEM 16.	RESERVED		186
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT		186
ITEM 16B.	CODE OF ETHICS		186
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		186
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		186
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		187
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT		187
ITEM 16G.	CORPORATE GOVERNANCE		187
ITEM 16H.	MINING SAFETY DISCLOSURE		187
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		187
PART III			188
ITEM 17.	FINANCIAL STATEMENTS		188
ITEM 18.	FINANCIAL STATEMENTS		188
ITEM 19.	EXHIBITS		188
SIGNATURES			191
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 partnership” are to our company, the Holding LP, the Holding Entities and the operating businesses, but excluding BBUC (each as defined below). References to “our group” mean, collectively, our partnership and Brookfield Business Corporation. Unless the context suggests otherwise, in this Form 20-F references to:

•“Adjusted EBITDA” means a non-IFRS measure of operating performance calculated as net income and equity accounted income at the partnership’s economic ownership interest in consolidated subsidiaries and equity accounted investments, respectively, excluding the impact of interest income (expense), net, income taxes, depreciation and amortization, transaction costs, restructuring charges, unrealized revaluation gains or losses, impairment expense, and other income (expense), net. The partnership’s economic ownership interests in consolidated subsidiaries excludes amounts attributable to non-controlling interests consistent with how the partnership determines net income attributable to non-controlling interests in its IFRS consolidated statements of operating results;

•“Adjusted EFO” means adjusted earnings from operations, which is calculated as net income and equity accounted income at the partnership’s economic ownership interest in consolidated subsidiaries and equity accounted investments, respectively, excluding the impact of depreciation and amortization, deferred income taxes, transaction costs, restructuring charges, unrealized revaluation gains or losses, impairment expense and other income or expense items. The partnership’s economic ownership interests in consolidated subsidiaries excludes amounts attributable to non-controlling interests consistent with how the partnership determines net income attributable to non-controlling interests in its IFRS consolidated statements of operating results. Adjusted EFO includes realized disposition gains or losses recorded in net income, other comprehensive income, or directly in equity, such as ownership changes;

•“Aldo” means Aldo Componentes Eletrônicos LTDA;

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

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

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

•“BBUC” means Brookfield Business Corporation;

•“BBUC exchangeable shares” means the class A exchangeable subordinate voting shares of BBUC;

•“BBUC preferred shares” means the class A senior preferred shares and the class B junior preferred shares of BBUC;

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

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

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

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

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

Brookfield Business Partners 1

•“Brookfield Personnel” means the partners, members, shareholders, directors, officers and employees of Brookfield;

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

•“CBCA” means Canada Business Corporations Act;

•“CDK Global” means CDK Global Inc.;

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

•“class B shares” means the class B multiple voting shares in the capital of BBUC;

•“class C shares” means the class C non-voting shares in the capital of BBUC;

•“CODM” means Chief Operating Decision Maker;

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

•“CRA” means the Canada Revenue Agency;

•“Cupa” means CUPA Finance, S.L.;

•“DexKo” means DexKo Global Inc.;

•“DTC” means the Depository Trust Company;

•“Everise” means Everise Holdings Pte. Ltd.;

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

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

•“FSO” means floating storage and offloading unit;

•“GHG” means greenhouse gas;

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

•“GrafTech” means GrafTech International Ltd.;

•“Healthscope” means Healthscope Limited;

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

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

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

•“IASB” means the International Accounting Standards Board;

•“IBOR” means interbank offered rate;

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

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

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

•“IFRS 8” means IFRS 8, Operating segments;

•“IFRS 16” means IFRS 16, Leases;

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

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

2 Brookfield Business Partners

•“IndoStar” means IndoStar Capital Finance Limited;

•“La Trobe” means La Trobe Financial Services Pty Limited;

•“LIBOR” means the London Interbank offered rate;

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

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

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

•“Magnati” means Magnati - Sole Proprietorship L.L.C.;

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

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

•“MD&A” means the management’s discussion and analysis of financial conditions and results of operations;

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

•“Modulaire” means Modulaire Investments 2 S.à r.l.;

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

•“NCIB” means normal course issuer bid;

•“Nielsen” means Nielsen Holdings plc;

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

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

•“NRC” means the U.S. Nuclear Regulatory Commission;

•“NYSE” means New York Stock Exchange;

•“NZAM” means Net Zero Asset Managers;

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

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

•“OEM” means original equipment manufacturer;

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

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

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

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

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

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

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

Brookfield Business Partners 3

•“PAA” means Price-Anderson Act;

•“parent company” means Brookfield Asset Management;

•“PRI” means Principles for Responsible Investment;

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

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

•“Relationship Agreement” means the relationship agreement dated June 1, 2016 by and among Brookfield, our company, Holding LP, the Holding Entities and the Service Providers as amended in connection with the special distribution;

•“RFR” means risk-free interest rate;

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

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

•“Scientific Games Lottery” means the global lottery services and technology business of Scientific Games Corporation;

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

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

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

•“SOFR” means secured overnight financing rate;

•“SONIA” means Sterling Overnight Index Average;

•“special distribution” means the special distribution of exchangeable shares on March 15, 2022 by the partnership to holders of units of record as of March 7, 2022, as further described in Item 4.A., “History and Development of Our Company”;

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

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

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

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

•“TSX” means the Toronto Stock Exchange;

•“unitholders” means the holders of our units;

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

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

•“U.S. Holder” means a beneficial owner of one or more of our units that is for U.S. federal tax purposes (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust

4 Brookfield Business Partners

(a) that is subject to the primary supervision of a court within the United States and all substantial decisions of which one or more U.S. persons have the authority to control or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Historical Performance and Market Data

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

Financial Information

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

Use of Non-IFRS Measures

    Our company evaluates its performance using net income attributable to unitholders and Adjusted EFO. Adjusted EFO is the segment measure of profit or loss, reported in accordance with IFRS 8, that is used by the CODM to evaluate the performance of our operating segments. In addition to these measures reported in accordance with IFRS, we also use Adjusted EBITDA (defined below), a non-IFRS measure, to evaluate our performance. When viewed with our IFRS results, we believe Adjusted EBITDA is useful to investors because it provides a comprehensive understanding of the ability of our businesses to generate recurring earnings which allows users to better understand and evaluate the underlying financial performance of our operations and excludes items we believe do not directly relate to revenue earning activities and are not normal, recurring items necessary for business operations. Our presentation of Adjusted EBITDA also gives investors comparability of our ongoing performance across periods.

    We define Adjusted EBITDA as net income and equity accounted income at our economic ownership interest in consolidated subsidiaries and equity accounted investments, respectively, excluding the impact of interest income (expense), net, income taxes, depreciation and amortization, gains (losses) on acquisitions/dispositions, net, transaction costs, restructuring charges, unrealized revaluation gains or losses, impairment expense, and other income (expense), net. Our economic ownership interest in consolidated subsidiaries excludes amounts attributable to non-controlling interests consistent with how we determine net income attributable to non-controlling interests in our IFRS consolidated statements of operating results. Adjusted EBITDA is a non-IFRS measure of operating performance presented net to unitholders and due to the size and diversification of our operations, including economic ownership interests that vary, Adjusted EBITDA is critical in assessing the overall operating performance of our business. Adjusted EBITDA has limitations as an analytical tool as it does not include realized disposition gains and losses, interest income (expense), net, income taxes, depreciation and amortization, transaction costs, restructuring charges, revaluation gains or losses, impairment expense and other items. Adjusted EBITDA does not include legal and other provisions that are one-time or non-recurring, such as those for litigation or contingencies not directly tied to our operations, that may occur from time to time in the partnership’s operations. Adjusted EBITDA includes expected credit losses and bad debt allowances recorded in the normal course of our operations.

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

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

Brookfield Business Partners 5

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

•the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; including as a result of the ongoing novel coronavirus (SARS-CoV-2) pandemic and any SARS-CoV-2 variants (collectively, “COVID-19”);

•the behavior of financial markets, including fluctuations in interest and foreign exchange rates, global equity and capital markets and the availability of equity and debt financing and refinancing within these markets;

•strategic actions including dispositions;

•the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits;

•changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates);

•the effect of applying future accounting changes;

•the ability to appropriately manage human capital;

•business competition;

•operational and reputational risks;

•technological change;

•changes in government regulation and legislation within the countries in which we operate;

•