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, 2022
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:

74,612,503 Limited Partnership Units as of December 31, 2022.

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. ý

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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			8
PART I			10
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		10
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		10
ITEM 3.	KEY INFORMATION		10
	3.A	RESERVED	10
	3.B	CAPITALIZATION AND INDEBTEDNESS	10
	3.C	REASONS FOR THE OFFER AND USE OF PROCEEDS	10
	3.D	RISK FACTORS	10
ITEM 4.	INFORMATION ON OUR COMPANY		57
	4.A	HISTORY AND DEVELOPMENT OF OUR COMPANY	57
	4.B	BUSINESS OVERVIEW	59
	4.C	ORGANIZATIONAL STRUCTURE	71
	4.D	PROPERTY, PLANTS AND EQUIPMENT	74
ITEM 4A.	UNRESOLVED STAFF COMMENTS		74
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		75
	5.A	OPERATING RESULTS	75
	5.B	LIQUIDITY AND CAPITAL RESOURCES	97
	5.C	RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.	106
	5.D	TREND INFORMATION	106
	5.E	CRITICAL ACCOUNTING ESTIMATES	106
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		107
	6.A	DIRECTORS AND SENIOR MANAGEMENT	107
	6.B	COMPENSATION	113
	6.C	BOARD PRACTICES	114
	6.D	EMPLOYEES	118
	6.E	SHARE OWNERSHIP	118
	6.F	DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION	120
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		121
	7.A	MAJOR SHAREHOLDERS	121
	7.B	RELATED PARTY TRANSACTIONS	121
	7.C	INTERESTS OF EXPERTS AND COUNSEL	175
ITEM 8.	FINANCIAL INFORMATION		175
	8.A	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	175
	8.B	SIGNIFICANT CHANGES	175
ITEM 9.	THE OFFER AND LISTING		175
	9.A	OFFER AND LISTING DETAILS	175
	9.B	PLAN OF DISTRIBUTION	175
	9.C	MARKETS	175
	9.D	SELLING SHAREHOLDERS	175
	9.E	DILUTION	175

Brookfield Business Partners i

	9.F	EXPENSES OF THE ISSUE	175
ITEM 10.	ADDITIONAL INFORMATION		175
	10.A	SHARE CAPITAL	175
	10.B	MEMORANDUM AND ARTICLES OF ASSOCIATION	176
	10.C	MATERIAL CONTRACTS	195
	10.D	EXCHANGE CONTROLS	195
	10.E	TAXATION	195
	10.F	DIVIDENDS AND PAYING AGENTS	216
	10.G	STATEMENT BY EXPERTS	216
	10.H	DOCUMENTS ON DISPLAY	216
	10.I	SUBSIDIARY INFORMATION	216
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		216
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		216
PART II			217
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		217
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		217
ITEM 15.	CONTROLS AND PROCEDURES		217
ITEM 16.	RESERVED		217
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT		218
ITEM 16B.	CODE OF ETHICS		218
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		218
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		218
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		219
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT		219
ITEM 16G.	CORPORATE GOVERNANCE		219
ITEM 16H.	MINING SAFETY DISCLOSURE		220
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		220
PART III			221
ITEM 17.	FINANCIAL STATEMENTS		221
ITEM 18.	FINANCIAL STATEMENTS		221
ITEM 19.	EXHIBITS		221
SIGNATURES			223
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”, “our partnership” and “our group” are to our company, the Holding LP, the Holding Entities, and the operating businesses (each as defined below).

In this Form 20-F, we use the following terms to refer to businesses within our operating segments:

Business services:

•“our advisory services operations” means our interest in Sera Global Holding LP;

•“our Australian residential mortgage lender” means our interest in La Trobe;

•“our construction operations” means our interest in Multiplex Global Limited;

•“our dealer software and technology services operations” means our interest in CDK Global;

•“our digital cloud services operations” means our interest in WatServ Holdings Ltd.;

•“our entertainment operations” means our interest in Ontario Gaming GTA Limited Partnership;

•“our fleet management and car rental services operations” means our combined interest in Ouro Verde Locação e Seviços S.A. and Unidas Locadora S.A.;

•“our healthcare services operations” means our interest in Healthscope;

•“our non-bank financial services operations” means our interest in IndoStar Capital Finance Limited;

•“our payment processing services operations” means our interest in Magnati;

•“our real estate services operations” means our combined interest in Bridgemarq Real Estate Services Manager Limited, Crossbridge Condominium Services Ltd. and RPS Real Property Solutions Inc.;

•“our residential mortgage insurer” means our interest in Sagen MI Canada Inc.;

•“our road fuels operations” means our interest in Greenergy Fuels Holding Limited;

•“our rural broadband services operations” means our interest in Imagine Communications Group Limited; and

•“our technology services operations” means our interest in Everise Holdings Pte Ltd.

Infrastructure services:

•“our lottery services operations” means our interest in Scientific Games Lottery;

•“our modular building leasing services operations” means our interest in Modulaire;

•“our nuclear technology services operations” means our interest in Westinghouse;

•“our offshore oil services operations” means our interest in Altera Infrastructure L.P.; and

•“our work access services operations” means our interest in Brand Industrial Holdings Inc.

Industrials:

•“our advanced energy storage operations” means our interest in Clarios Global LP;

•“our aggregate production operations” means our interest in Hammerstone Infrastructure Materials Ltd.;

•“our automotive aftermarket parts remanufacturer” means our interest in Cardone Industries Inc.;

•“our energy services operations” means our interest in CWC Energy Services Corp.;

Brookfield Business Partners 1

•“our engineered components manufacturing operations” means our interest in DexKo;

•“our graphite electrode operations” means our interest in GrafTech International Ltd.;

•“our natural gas production operations” means our interest in Ember Resources Inc.;

•“our returnable plastic packaging operations” means our interest in Schoeller Allibert Group B.V.;

•“our roofing products manufacturer” means our interest in Cupa;

•“our solar power solutions” means our interest in Aldo; and

•“our water and wastewater operations” means our interest in BRK Ambiental.

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 expense, gains (losses) on acquisitions/dispositions, net, transaction costs, restructuring charges, revaluation gains or losses, impairment expenses or reversals, other income or expenses and preferred equity distributions. 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 expense, deferred income taxes, transaction costs, restructuring charges, unrealized revaluation gains or losses, impairment expenses or reversals and other income or expense items that are not directly related to revenue generating activities. 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 the impact of preferred equity distributions and realized disposition gains or losses recorded in net income, other comprehensive income, or directly in equity, such as ownership changes. Adjusted EFO does not include legal and other provisions that may occur from time to time in the partnership’s operations and that are one-time or non-recurring and not directly tied to the partnership's operations, such as those for litigation and contingencies. Adjusted EFO includes expected credit losses and bad debt allowances recorded in the normal course of the partnership’s operations;

•“Aldo” means Aldo Componentes Eletrônicos LTDA;

•“Asset Management Company” means Brookfield Asset Management ULC, which is 75% owned by Brookfield Corporation and 25% owned by Brookfield Asset Management;

•“assets under management” means 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, BBUC exchangeable 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;

2 Brookfield Business Partners

•“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 Corporation;

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

•“BHI Energy” means BHI Energy, Inc.;

•“BRK Ambiental” means BRK Ambiental Participações S.A;

•“Brookfield” means Brookfield Corporation (formerly Brookfield Asset Management Inc.) and any subsidiary of Brookfield Corporation, other than our group and, unless the context otherwise requires, includes Brookfield Asset Management;

•“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 Ltd.;

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

•“Brookfield Renewable Partners” means Brookfield Renewable Partners L.P.;

•“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;

• “CMHC” means Canada Mortgage and Housing Corporation;

•“CODM” means Chief Operating Decision Maker;

•“CRA” means the Canada Revenue Agency;

•“Cupa” means CUPA Finance, S.L.;

•“DexKo” means DexKo Global Inc.;

•“DTC” means the Depository Trust Company;

•“ESG” means environmental social and governance;

•“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;

•“FVOCI” means the fair value through other comprehensive income;

•“GHG” means greenhouse gas;

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

•“Healthscope” means Healthscope Limited;

Brookfield Business Partners 3

•“Holding Entities” means the primary holding subsidiaries of the Holding LP 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;

•“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”;

•“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended;

•“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 with Brookfield, pursuant to which Brookfield has granted a non-exclusive, royalty-free license to use the name “Brookfield” and the Brookfield logo;

•“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 Corporation 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.;

•“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;

4 Brookfield Business Partners

•“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, infrastructure 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, infrastructure services and industrial operations we own;

•“PAA” means Price-Anderson Nuclear Industries Indemnity Act;

•“parent company” means Brookfield Corporation;

•“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;

•“Sarbanes-Oxley Act” means the U.S. 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 Corporation, 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 the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York (or a successor administrator);

Brookfield Business Partners 5

•“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 Corporation 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;

•“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. 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. The CODM uses Adjusted EFO to assess performance and make resource allocation decisions. Adjusted EFO is used by the CODM to evaluate our segments on the basis of return on invested capital generated by the underlying operations and is used by the CODM to evaluate the performance of our segments on a levered basis. 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 and assists our CODM in understanding and evaluating the core underlying financial performance of our businesses.

6 Brookfield Business Partners

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 expense, gains (losses) on acquisitions/dispositions, net, transaction costs, restructuring charges, revaluation gains or losses, impairment expenses or reversals, other income or expenses and preferred equity distributions. 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 interest income (expense), net, income taxes, depreciation and amortization expense, gains (losses) on acquisitions/dispositions, net, transaction costs, restructuring charges, revaluation gains or losses, impairment reversals or expenses and other income (expense), net. 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 our 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 measure of our performance and should not be considered in isolation from, or as substitute for, analysis of our results as reported under IFRS. However, Adjusted EBITDA is a key measure that we use to evaluate the performance of our operations.

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 consolidated 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 7

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 20-F contains “forward-looking information” within the meaning of Canadian provincial 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 group, as well as regarding recently completed and proposed acquisitions, dispositions and other transactions, and 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 Brookfield Business Partners to differ materially from anticipated future results, performance or achievement 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:

•general economic conditions and risks relating to the economy, including unfavorable changes in interest rates, foreign exchange rates, inflation and volatility in the financial markets;

•global equity and capital markets and the availability of equity and debt financing and refinancing within these markets;

•strategic actions including our ability to complete dispositions and achieve the anticipated benefits therefrom;

•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 ability to appropriately manage human capital;

•the effect of applying future accounting changes;

•business competition;

•operational and reputational risks;

•technological change;

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

•governmental investigations;

•litigation;

•changes in tax laws;

•ability to collect amounts owed;

•catastrophic events, such as earthquakes, hurricanes and pandemics/epidemics including COVID-19;

•the possible impact of international conflicts, wars and related developments including Russia’s invasion of Ukraine, terrorist acts and cyber terrorism; and

•other risks and factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States included in the “Risk Factors” section.

Statements relating to “reserves” are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described herein can be profitably produced in the future. We qualify any and all of our forward-looking statements by these cautionary factors.

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We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements and information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

These risk factors and others are discussed in detail in this Form 20-F, under the heading “Risk Factors”. New risk factors may arise from time to time and it is not possible to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance or achievements of our partnership to be materially different from those contained in forward-looking statements or information. Given these risks and uncertainties, the reader should not place undue reliance on forward-looking statements or information as a prediction of actual results. Although the forward-looking statements and information contained in this Form 20-F are based upon what we believe to be reasonable assumptions, we cannot assure investors that actual results will be consistent with these forward-looking statements and information. These forward-looking statements and information are made as of the date of this Form 20-F.

Brookfield Business Partners 9

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

3.A [RESERVED]

3.B CAPITALIZATION AND INDEBTEDNESS

Not applicable.

3.C REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

3.D RISK FACTORS

Your holding of units of our company involves substantial risks. The following summarizes some, but not all of the risks provided below. You should carefully consider the following risk factors in addition to the other information set forth in this Form 20-F. If any of the following risks were actually to occur, our business, financial condition and results of operations and the value of your units would likely suffer.

Risks Relating to Our Operations Generally

•Risks relating to completion of new acquisitions and changes to the scale and scope of our operations.

•Risks relating to identifying acquisition opportunities and acquiring distressed companies.

•Risks relating to the accuracy of our management’s assumptions and estimates.

•Risks relating to Russia’s ongoing invasion of Ukraine.

•Risks related to our indebtedness and our ability to distribute equity.

•Risks relating to our access to the credit and capital markets and our ability to raise capital.

•Risks relating to the structure of our operations and our level of control over our operations.

•Risks relating to our technology and information systems.

Risks Relating to our Business Services Operations

•Risks relating to insurance and competition in our residential mortgage insurance services business.

•Risks relating to government policies and regulations of our residential mortgage insurance services business.

•Risks relating to our healthcare services operations and its dependence on revenues from private health insurance funds and its relationships with accredited medical practitioners.

•Risks relating to our healthcare services operations reliance on suppliers and skilled labor.

•Risks relating to indemnification for our healthcare services operations.

•Risks relating to operating costs and maintaining operations of our healthcare services operations.

•Risks relating to the cyclical nature of the construction market.

•Risks relating to the unpredictable award of new contracts in the construction market.

•Risks relating to reduced profits or losses under contracts if costs increase above estimates.

•Risks relating to performance guarantees and operating under various types of construction-related contracts.

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•Risks relating to macroeconomic factors and climate change affecting our construction operations.

•Risks relating to the fuel prices and the demand for fuel in our road fuels operations.

•Risks relating to the regulations of the real estate industry in Canada and the United States.

•Risks relating to our dealer software and technology services operations.

•Risks relating to regulations and laws governing our entertainment operations.

•Risks relating to our construction operations, including our work access services operations.

•Risks relating to our convertible preferred security investment in Nielsen.

•Risks relating to our Australian residential mortgage lender.

•Risks relating to our payment processing services operations.

Risks Relating to our Infrastructure Services Operations

•Risks relating to our lottery operations.

•Risks relating to the demand for and growth of our offshore oil services operations.

•Risks relating to the significant loss of product or environmental contamination in marine transportation and oil production due to the extreme conditions in which our vessels operate.

•Risks relating to equipment failure on our business, reputation, financial position and results of operations.

•Risks relating to our modular building leasing services operations.

•Risks relating to the public perception of nuclear power.

•Risks related to nuclear power plants, the nuclear power industry and our nuclear technology services operations, including nuclear services regulation.

•Risks relating to the costs of compliance with regulations related to nuclear services.

Risks Relating to our Industrials Operations

•Risks relating to decreased demand and an inability to successfully respond to competition and pricing pressures in our advanced energy storage operations.

•Risks relating to our water and wastewater operations in Brazil.

•Risks relating to oil and gas exploration, development and production.

•Risks relating to the dependence on supplies of raw materials and the volatility of commodity prices.

•Risks relating to the Brazilian government’s control over the Brazilian economy and Brazilian corporations.

•Risks relating to our engineered components manufacturing operations.

Risks Relating to our Relationship with Brookfield

•Risks relating to our dependence on Brookfield and the Service Providers.

•Risks relating to Brookfield’s ownership position of our company.

•Risks relating to Brookfield’s lack of fiduciary duty to our unitholders.

•Risks relating to senior executives of Brookfield exercising influence over our company.

Risks Related to Taxation

•Risks related to United States, Canadian and Bermuda taxation, and the effects thereof on our business.

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Risks Relating to our Operations

The completion of new acquisitions can have the effect of significantly increasing the scale and scope of our operations, including operations in new geographic areas and industry sectors, and the Service Providers may have difficulty managing these additional operations. In addition, acquisitions involve risks to our business.

A key part of our company’s strategy involves seeking acquisition opportunities. For example, a number of our current operations have only recently been acquired. We have also recently announced the completion of additional acquisitions, such as our acquisitions of interests in Magnati, CDK Global and La Trobe. Acquisitions may increase the scale, scope and diversity of our operating businesses. We depend on the diligence and skill of Brookfield’s and our professionals to effectively manage us and integrate acquired businesses with our existing operations. These individuals may have difficulty managing additional acquired businesses and may have other responsibilities within Brookfield’s asset management business. If any such acquired businesses are not effectively integrated and managed, our existing business, financial condition and results of operations may be adversely affected.

Future acquisitions will likely involve some or all of the following risks, which could materially and adversely affect our business, financial condition or results of operations: the difficulty of integrating the acquired operations and personnel into our current operations; potential disruption of our current operations; diversion of resources, including Brookfield’s time and attention; the difficulty of managing the growth of a larger organization; the risk of entering markets and regulatory regimes in which we have little experience; the risk of becoming involved in labor, commercial or regulatory disputes or litigation related to the new enterprise; risk of environmental or other liabilities associated with the acquired business; and the risk of a change of control resulting from an acquisition triggering rights of third parties or government agencies under contracts with, or authorizations held by the operating business being acquired. While it is our practice to conduct extensive due diligence investigations into businesses being acquired, it is possible that due diligence may fail to uncover all material risks in the business being acquired, or to identify a change of control trigger in a material contract or authorization, or that a contractual counterparty or government agency may take a different view on the interpretation of such a provision to that taken by us, thereby resulting in a dispute.

We may acquire distressed companies and these acquisitions may subject us to increased risks, including the incurrence of additional legal or other expenses.

As part of our acquisition strategy, we may acquire distressed companies. This could involve acquisitions of securities of companies in event-driven special situations, such as acquisitions, tender offers, bankruptcies, recapitalizations, spin-offs, corporate and financial restructurings, litigation or other liability impairments, turnarounds, management changes, consolidating industries and other catalyst-oriented situations. Acquisitions of this type involve substantial financial and business risks that can result in substantial or total losses. Among the problems involved in assessing and making acquisitions in troubled issuers is the fact that it frequently may be difficult to obtain information as to the condition of such issuer. If, during the diligence process, we fail to identify issues specific to a company or the environment in which we operate, we may be forced to later write down or write off assets, restructure our operations or incur impairment or other charges that may result in other reporting losses.

As a consequence of our company’s role as an acquirer of distressed companies, we may be subject to increased risk of incurring additional legal, indemnification or other expenses, even if we are not named in any action. In distressed situations, litigation often follows when disgruntled shareholders, creditors and other parties seek to recover losses from poorly performing investments. The enhanced litigation risk for distressed companies is further elevated by the potential that Brookfield or our company may have controlling or influential positions in these companies.

We operate in a highly competitive market for acquisition opportunities.

Our acquisition strategy is dependent to a significant extent on Brookfield’s ability to identify acquisition opportunities that are suitable for us. We face competition for acquisitions primarily from investment funds, operating companies acting as strategic buyers, commercial and investment banks and commercial finance companies. Many of these competitors are substantially larger and have considerably greater financial, technical and marketing resources than are available to us. Some of these competitors may also have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of acquisitions and to offer terms that we are unable or unwilling to match. To finance our acquisitions, we compete for equity capital from institutional partners and other equity providers, including Brookfield, and our ability to consummate acquisitions will be dependent on such capital continuing to be available. Increases in interest rates could also make it more difficult to consummate acquisitions because our competitors may have a lower cost of capital, which may enable them to bid higher prices for assets. In addition, because of our affiliation with Brookfield, there is a higher risk that when we participate with Brookfield and others in joint ventures, partnerships and consortiums on acquisitions, we may become subject to antitrust or competition laws that we would not be subject to if we were acting alone. These factors may create competitive disadvantages for us with respect to acquisition opportunities.

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We cannot provide any assurance that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations or that Brookfield will be able to identify and make acquisitions on our behalf that are consistent with our objectives or that generate attractive returns for our unitholders. We may lose acquisition opportunities in the future if we do not match prices, structures and terms offered by competitors, if we are unable to access sources of equity or obtain indebtedness at attractive rates or if we become subject to antitrust or competition laws. Alternatively, we may experience decreased rates of return and increased risks of loss if we match prices, structures and terms offered by competitors.

Our business and results of operations depend on the accuracy of our management’s assumptions and estimates, and we could experience significant gains or losses if these assumptions and estimates differ significantly from actual results.

We make and rely on certain assumptions and estimates regarding many matters related to our businesses, including valuations, interest rates, investment returns, expenses and operating costs, tax assets and liabilities, tax rates, business mix, surrender activity, mortality and contingent liabilities. We also use these assumptions and estimates to make decisions crucial to our business operations. Similarly, our management teams make similar assumptions and estimates in planning and measuring the performance of our asset management business. In addition, certain investments and other assets and liabilities of our asset management business and our business operations must be, or at our election are, measured at fair value, the determination of which involves the use of various assumptions and estimates and considerable judgment. The factors influencing these various assumptions and estimates cannot be calculated or predicted with certainty, and if our assumptions and estimates differ significantly from actual outcomes and results, our business, financial condition, results of operations, liquidity and cash flows may be materially and adversely affected.

We may be unable to complete acquisitions, dispositions and other transactions as planned.

Our acquisitions, dispositions and other transactions typically are subject to a number of closing conditions, including, as applicable, securing the requisite financing to complete the transaction and obtaining any required security holder approval, regulatory approval (including competition authorities) and other third-party consents and approvals that are beyond our control and may not be satisfied. In particular, many jurisdictions in which we seek to invest (or divest) impose government consent requirements on investments by foreign persons. Consents and approvals may not be obtained, may be obtained subject to conditions which adversely affect anticipated returns, and/or may be delayed and delay or ultimately preclude the completion of acquisitions, dispositions and other transactions. Government policies and attitudes in relation to foreign investment may change, making it more difficult to complete acquisitions, dispositions and other transactions in such jurisdictions. Furthermore, interested stakeholders could take legal steps to prevent transactions from being completed. We may also be unable to secure financing on acceptable terms (or at all) for our proposed acquisitions. If all or some of our acquisitions, dispositions and other transactions are unable to be completed on the terms agreed, we may need to modify or delay or, in some cases, terminate these transactions altogether (which may result in the payment of significant break-up fees), the market value of our respective securities may significantly decline, and we may not be able to achieve the expected benefits of the transactions.

On October 11, 2022, we announced the proposed sale of our nuclear technology services operations to a strategic consortium led by Cameco Corporation and Brookfield Renewable Partners for a total enterprise value of approximately $8 billion, including proceeds from the disposition of a non-core asset that were received in February 2023. Since our partnership and Brookfield Renewable Partners are affiliates of Brookfield, Brookfield Renewable Partners is a “related party” of our partnership and the transaction constitutes a “related party transaction” of our partnership as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). In January 2023, the transaction was approved by unitholders representing more than 50% of our units, excluding any units held by any “interested party” pursuant to the requirements of MI 61-101. Closing of the transaction remains subject to certain regulatory approvals and other customary closing conditions. Although we expect to satisfy all closing conditions on the terms contemplated and consummate the transaction in the second half of 2023, we can provide no assurance that the proposed sale of our nuclear technology services operations will be completed on the anticipated timeframe and terms contemplated, or at all.

Risks relating to Russia’s ongoing invasion of Ukraine.

In February 2022, Russia invaded Ukraine and in response, many jurisdictions, including the United States, Canada, the European Union, the United Kingdom and others, have imposed significant economic sanctions against Russia and certain Russian politicians, individuals, corporations and financial institutions. Russia’s invasion and the sanctions imposed to date in response have created considerable uncertainty in the global financial system, increased fuel prices, supply chain challenges and heightened cybersecurity disruptions and threats. While our group has been actively working on ensuring the safety and security of any employees at our group’s operations who may be affected by these events and our group’s direct exposure to the regions impacted by this conflict remains limited, current and future developments related to this conflict may have an adverse impact on our group’s cost of doing business.

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The consolidated financial statements of our partnership as at and for the twelve months ended December 31, 2022 include assets, revenues and accounts receivable in Ukraine relating to our nuclear technology services operations that are not material to the partnership. However, as the conflict in Ukraine and the global response to the conflict are rapidly evolving and difficult to predict, future developments could have a significant adverse effect on our as