(Mark One)
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o
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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OR
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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o
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of each class
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Name of each exchange on which registered
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Limited Partnership Units
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New York Stock Exchange
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Limited Partnership Units
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Toronto Stock Exchange
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Large accelerated filer
o
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Accelerated filer
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Non-accelerated filer
ý
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Emerging growth company
o
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o
U.S. GAAP
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ý
International Financial Reporting Standards as issued by the
International Accounting Standards Board
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Other
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Page
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i
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Brookfield Business Partners
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Brookfield Business Partners
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ii
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"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;
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"attributable to the partnership" and "attributable to unitholders" means attributable to parent company prior to spin-off on June 20, 2016 and to limited partner, general partner and redemption-exchange unitholders post spin-off. Post spin-off, equity is also attributable to preferred shareholders and Special LP unitholders;
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"Australia" means Australia and New Zealand;
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"Backlog" represents an estimate of revenue to be recognized in future financial periods from contracts currently secured. Backlog is not indicative of future revenue, as we cannot guarantee that the revenue 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 revenue and profits that we eventually realize;
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"BBU General Partner" means Brookfield Business Partners Limited, a wholly-owned subsidiary of Brookfield Asset Management;
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"Bermuda Holdco" means Brookfield BBP Bermuda Holdings Limited;
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"boe" or "BOE" means barrels of oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil;
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"boe/d" or "BOE/d" means barrels of oil equivalent per day;
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"Brookfield" means Brookfield Asset Management and any subsidiary of Brookfield Asset Management, other than us;
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"Brookfield Asset Management" means Brookfield Asset Management Inc.;
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"CanHoldco" means Brookfield BBU Canada Holdings Inc.;
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"CBCA" means the Canada Business Corporations Act;
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"CDS" means Clearing and Depository Services Inc.;
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"CGU" means cash generating units;
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"Company EBITDA" means Company FFO excluding the impact of realized disposition gains, interest expense, cash taxes, and realized disposition gains, current income taxes and interest expense related to equity accounted investments;
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"Company FFO" means funds from operations, which is calculated as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, non-cash valuation gains or losses and other items;
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"Consortium" means our company and the various institutional clients of Brookfield Asset Management;
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"DTC" means the Depository Trust Company;
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"EBITDA" means earnings before interest, taxes, depreciation and amortization;
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1
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Brookfield Business Partners
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•
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"FATCA" means Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act of 2010;
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“GP Units” means general partnership units in our company;
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"GrafTech" means GrafTech International Ltd.;
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"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 CanHoldo, US Holdco and Bermuda Holdco;
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"Holding LP" means Brookfield Business L.P.;
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"Holding LP Limited Partnership Agreement" means the amended and restated limited partnership agreement of the Holding LP;
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"IASB" means the International Accounting Standards Board;
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"incentive distribution" means the distribution payable to holders of Special LP Units as described under "Related Party Transactions—Incentive Distributions";
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"LIBOR" means the London Interbank offered rate;
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"Licensing Agreement" means the licensing agreement which our company and the Holding LP have entered into;
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"limited partners" means the holders of our units;
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"Limited Partnership Agreements" means our Limited Partnership Agreement and Holding LP Limited Partnership Agreement;
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"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;
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"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;
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"Mboe" or "MBOE" means thousand barrels of oil equivalent;
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"MBOE/d" or "MBOE/d" means thousand barrels of oil equivalent per day;
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"McDaniel" means McDaniel & Associates Consultants Ltd;
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"Mcf" means one thousand cubic feet;
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"MI 61-101" means Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions;
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"MMboe" means million barrels of oil equivalent;
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"MMbtu" means one million British thermal units;
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"MMcf/d" means million cubic feet per day;
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"NAREIT" means National Association of Real Estate Investment Trusts, Inc.;
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"NI 51-102" means National Instrument 51-102—Continuous Disclosure Obligations;
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"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;
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"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;
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"NYSE" means the New York Stock Exchange;
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"NYSE Euronext" means NYSE Euronext Inc.;
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"oil and gas" means crude oil and natural gas;
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Brookfield Business Partners
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2
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"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;
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"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;
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"our company" or "our partnership" means Brookfield Business Partners L.P., a Bermuda exempted limited partnership;
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"our Limited Partnership Agreement" means the amended and restated limited partnership agreement of our company;
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"our operations" means the business services and industrial operations we own;
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"parent company" means Brookfield Asset Management;
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"REALPAC" means the Real Property Association of Canada;
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"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;
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"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;
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"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;
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"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002;
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"SEC" means the U.S. Securities and Exchange Commission;
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"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;
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"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;
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"Special LP Units" means special limited partnership units of the Holding LP;
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"spin-off" means the special dividend of our units by Brookfield Asset Management completed on June 20, 2016;
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"Tax Act" means the Income Tax Act (Canada), together with the regulation thereunder;
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"TSX" means the Toronto Stock Exchange;
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"unitholders" means the holders of our units;
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"units" or "LP Units" means the non-voting limited partnership units in our company;
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"US Holdco" means Brookfield BBP US Holdings LLC;
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"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;
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“Westinghouse” means Westinghouse Electric Company; and
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3
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Brookfield Business Partners
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“Westinghouse Acquisition” means the transaction described under "History and Development of our Company”
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Brookfield Business Partners
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4
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changes in the general economy;
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general economic and business conditions that could impact our ability to access capital markets and credit markets;
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the cyclical nature of most of our operations;
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exploration and development may not result in commercially productive assets;
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actions of competitors;
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foreign currency risk;
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our ability to complete previously announced acquisitions or other transactions, on the timeframe contemplated or at all;
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risks associated with, and our ability to derive fully anticipated benefits from, future or existing acquisitions, joint ventures, investments or dispositions;
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actions or potential actions that could be taken by our co-venturers, partners, fund investors or co-tenants;
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risks commonly associated with a separation of economic interest from control;
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failure to maintain effective internal controls;
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actions or potential actions that could be taken by our parent company, or its subsidiaries (other than the partnership);
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the departure of some or all of Brookfield's key professionals;
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pending or threatened litigation;
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changes to legislation and regulations;
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possible environmental liabilities and other contingent liabilities;
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our ability to obtain adequate insurance at commercially reasonable rates;
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our financial condition and liquidity;
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alternative technologies could impact the demand for, or use of, the businesses and assets that we own and operate and could impair or eliminate the competitive advantage of our businesses and assets;
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downgrading of credit ratings and adverse conditions in the credit markets;
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changes in financial markets, foreign currency exchange rates, interest rates or political conditions;
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the impact of the potential break-up of political-economic unions (or the departure of a union member);
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the general volatility of the capital markets and the market price of our limited partnership units; and
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other risks and factors discussed in this Form 20-F in Item 3.D., "Risk Factors" and as detailed from time to time in other documents we file with the securities regulators in Canada and the United States.
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5
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Brookfield Business Partners
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Year Ended December 31,
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(US$ Millions, except per unit amounts)
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2017
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2016
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2015
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2014
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2013
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Statements of Operating Results Data
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Revenues
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$
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22,823
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$
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7,960
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$
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6,753
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$
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4,622
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$
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4,884
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Direct operating costs
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(21,876
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)
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(7,386
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)
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(6,132
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)
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(4,099
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)
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(4,440
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)
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General and administrative expenses
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(340
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)
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(269
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)
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(224
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)
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(179
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)
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(199
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)
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Depreciation and amortization expense
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(371
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)
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(286
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)
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(257
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)
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(147
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)
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(125
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)
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Interest expense
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(202
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)
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(90
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)
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(65
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)
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(28
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)
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(27
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)
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Equity accounted income, net
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69
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68
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4
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26
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26
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Impairment expense, net
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(39
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)
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(261
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)
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(95
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)
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(45
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)
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(4
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)
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Gain on acquisitions/dispositions, net
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267
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57
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269
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—
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101
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Other income (expenses), net
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(108
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)
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(11
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)
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70
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13
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(4
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)
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Income (loss) before income tax
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223
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(218
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)
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|
323
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|
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163
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|
212
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Current income tax expense
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(30
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)
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(25
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)
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(49
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)
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(27
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)
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(43
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)
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Deferred income tax (expense) recovery
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22
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|
41
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(5
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)
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9
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|
45
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Net income (loss)
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$
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215
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$
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(202
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)
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$
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269
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|
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$
|
145
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$
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214
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Attributable to:
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Limited partners
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$
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(58
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)
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$
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3
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$
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—
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$
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—
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$
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—
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General partner
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—
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—
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—
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—
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—
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Brookfield Asset Management Inc.
(2)
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—
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(35
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)
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|
208
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93
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184
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Non-controlling interests attributable to:
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Redemption-Exchange Units held by Brookfield Asset Management Inc.
(1)
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(60
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)
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3
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—
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—
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—
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Special Limited Partners
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142
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—
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—
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—
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—
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Interest of others in operating subsidiaries
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191
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|
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(173
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)
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|
61
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52
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|
30
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Net income (loss)
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$
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215
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|
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$
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(202
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)
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|
$
|
269
|
|
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$
|
145
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|
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$
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214
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Basic and diluted earnings per limited partner unit
(3) (4)
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$
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(1.04
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)
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$
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0.06
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(1)
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For the periods subsequent to June 20, 2016.
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(2)
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For the periods prior to June 20, 2016.
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(3)
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Comparative figures for the years ended December 31, 2015, 2014, and 2013 are not representative of performance, as units were spun out on June 20, 2016.
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(4)
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Average number of partnership units outstanding on a fully diluted time weighted average basis, assuming the exchange of redemption exchange units held by Brookfield Asset Management for limited partnership units, for the year ended
December 31, 2017
was 113.5 million (2016: 92.9 million).
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Brookfield Business Partners
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6
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(US$ Millions)
Statements of Financial Position Data
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December 31,
2017 |
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December 31,
2016 |
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December 31,
2015 |
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Cash and cash equivalents
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$
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1,106
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$
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1,050
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$
|
354
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|
Total assets
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$
|
15,804
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|
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$
|
8,193
|
|
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$
|
7,635
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|
Borrowings
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$
|
3,265
|
|
|
$
|
1,551
|
|
|
$
|
2,074
|
|
Equity Attributable to:
|
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Limited partners
|
$
|
1,585
|
|
|
$
|
1,206
|
|
|
$
|
—
|
|
General partner
|
—
|
|
|
—
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|
|
—
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|
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Brookfield Asset Management Inc.
|
—
|
|
|
—
|
|
|
1,787
|
|
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Non-controlling interests attributable to:
|
|
|
|
|
|
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Redemption-Exchange Units, Preferred Shares and Special Limited Partnership Units held by Brookfield Asset Management Inc
|
1,453
|
|
|
1,295
|
|
|
—
|
|
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Interests of others in operating subsidiaries
|
3,026
|
|
|
1,537
|
|
|
1,297
|
|
|||
Total equity
|
$
|
6,064
|
|
|
$
|
4,038
|
|
|
$
|
3,084
|
|
7
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Brookfield Business Partners
|
Brookfield Business Partners
|
8
|
9
|
Brookfield Business Partners
|
Brookfield Business Partners
|
10
|
11
|
Brookfield Business Partners
|
Brookfield Business Partners
|
12
|
13
|
Brookfield Business Partners
|
Brookfield Business Partners
|
14
|
•
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difficulties related to the performance of our clients, partners, subcontractors, suppliers or other third parties;
|
•
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changes in local laws or difficulties or delays in obtaining permits, rights of way or approvals;
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•
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unanticipated technical problems, including design or engineering issues;
|
•
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insufficient or inadequate project execution tools and systems needed to record, track, forecast and control cost and schedule;
|
•
|
unforeseen increases in, or failures to, properly estimate the cost of raw materials, components, equipment, labour or the inability to timely obtain them;
|
•
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delays or productivity issues caused by weather conditions;
|
•
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incorrect assumptions related to productivity, scheduling estimates or future economic conditions; and
|
15
|
Brookfield Business Partners
|
•
|
project modifications creating unanticipated costs or delays.
|
Brookfield Business Partners
|
16
|
17
|
Brookfield Business Partners
|
•
|
blowouts, cratering, explosions and fires;
|
•
|
adverse weather effects;
|
•
|
environmental hazards such as gas leaks, oil spills, pipeline and vessel ruptures and unauthorized discharges of gasses, brine, well stimulation and completion fluids or other pollutants into the surface and subsurface environment;
|
•
|
high costs, shortages or delivery delays of equipment, labour or other services or water and sand for hydraulic fracturing;
|
•
|
facility or equipment malfunctions, failures or accidents;
|
•
|
title problems;
|
•
|
pipe or cement failures or casing collapses;
|
•
|
compliance with environmental and other governmental requirements;
|
•
|
lost or damaged oilfield workover and service tools;
|
•
|
unusual or unexpected geological formations or pressure or irregularities in formations;
|
•
|
natural disasters; and
|
•
|
the availability of critical materials, equipment and skilled labour.
|
•
|
unexpected drilling conditions;
|
•
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pressure or irregularities in formations;
|
•
|
equipment failures or accidents;
|
•
|
fires, explosions, blow-outs and surface cratering;
|
•
|
marine risks such as capsizing, collisions and hurricanes;
|
•
|
other adverse weather conditions; and
|
•
|
increase in cost of, or shortages or delays in the delivery of equipment.
|
Brookfield Business Partners
|
18
|
•
|
decreases in the actual or projected price of oil, which could lead to a reduction in or termination of production of oil at certain fields we service or a reduction in exploration for or development of new offshore oil fields;
|
•
|
increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, the conversion of existing non-oil pipelines to oil pipelines in those markets, or the termination of production or abandonment of an oil field;
|
•
|
decreases in the consumption of oil due to increases in its price relative to other energy sources, other factors making consumption of oil less attractive, or energy conservation measures;
|
•
|
significant installment payments for acquisitions of newbuilding vessels or for the conversion of existing vessels prior to their delivery and generation of revenue;
|
•
|
reliance on a limited number of customers for a substantial majority of our revenues and on joint venture partners to assist us in operating our businesses and competing in our markets;
|
•
|
availability of new, alternative energy sources; and
|
•
|
negative global or regional economic or political conditions, particularly in oil consuming regions, which could reduce energy consumption or its growth. Reduced demand for offshore marine transportation, processing, storage services, offshore accommodation or towing and offshore installation services would have a material adverse effect on our future growth and could harm our business, results of operations and financial condition.
|
•
|
marine disasters;
|
•
|
bad weather;
|
19
|
Brookfield Business Partners
|
•
|
mechanical failures;
|
•
|
grounding, capsizing, fire, explosions and collisions;
|
•
|
piracy;
|
•
|
human error; and
|
•
|
war and terrorism.
|
•
|
death or injury to persons, loss of property or damage to the environment and natural resources;
|
•
|
delays in the delivery of cargo;
|
•
|
loss of revenues from charters or contracts of affreightment;
|
•
|
liabilities or costs to recover any spilled oil or other petroleum products and to restore the eco-system affected by the spill;
|
•
|
governmental fines, penalties or restrictions on conducting business;
|
•
|
higher insurance rates; and
|
•
|
damage to our reputation and customer relationships generally.
|
•
|
industry relationships and reputation for customer service and safety;
|
•
|
experience and quality of ship operations;
|
•
|
quality, experience and technical capability of the crew;
|
•
|
relationships with shipyards and the ability to get suitable berths;
|
•
|
construction management experience, including the ability to obtain on-time delivery of new vessels or conversions according to customer specifications;
|
•
|
willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and
|
•
|
competitiveness of the bid in terms of overall price.
|
Brookfield Business Partners
|
20
|
•
|
The government may impose restrictions on water usage as a response to regional or seasonal drought, which may result in decreased use of water services, even if our water supplies are sufficient to serve our customers. Moreover, reductions in water consumption, including changed consumer behaviour, may persist even after drought restrictions are repealed and the drought has ended.
|
•
|
The business will require significant capital expenditures and may suffer if we fail to secure appropriate funding to make investments, or if we experience delays in completing major capital expenditure projects.
|
•
|
In the event that water contamination occurs, there may be injury, damage or loss of life to our customers, employees or others, in addition to government enforcement actions, litigation, adverse publicity and reputational damage.
|
•
|
Water and wastewater businesses may be subject to organized efforts to convert their assets to public ownership and operation through exercise of the governmental power of eminent domain, or another similar authorized process. Moreover, there is a risk that any efforts to resist may be costly, distracting or unsuccessful.
|
•
|
Water related businesses are subject to extensive governmental economic regulation including with respect to the approval of rates.
|
•
|
metallurgical and other processing problems;
|
•
|
geotechnical problems;
|
•
|
unusual and unexpected rock formations;
|
•
|
ground or slope failures or underground cave-ins;
|
•
|
environmental contamination;
|
•
|
industrial accidents;
|
•
|
fires;
|
•
|
flooding and periodic interruptions due to inclement or hazardous weather conditions or other acts of nature;
|
•
|
organized labour disputes or work slow-downs;
|
•
|
mechanical equipment failure and facility performance problems;
|
•
|
the availability of critical materials, equipment and skilled labour; and
|
•
|
effective management of tailings facilities.
|
21
|
Brookfield Business Partners
|
•
|
It is an integral part of Brookfield's (and our) strategy to pursue acquisitions through consortium arrangements with institutional investors, strategic partners or financial sponsors and to form partnerships to pursue such acquisitions on a specialized or global basis. Although Brookfield has agreed with us that it will not enter any such arrangements that are suitable for us without giving us an opportunity to participate in them, there is no minimum level of participation to which we will be entitled.
|
•
|
The same professionals within Brookfield's organization that are involved in acquisitions that are suitable for us are responsible for the consortiums and partnerships referred to above, as well as having other responsibilities within Brookfield's broader asset management business. Limits on the availability of such individuals could result in a limitation on the number of acquisition opportunities sourced for us.
|
•
|
Brookfield will only recommend acquisition opportunities that it believes are suitable for us. Our focus is on assets where we believe that our operations-oriented strategy can be deployed to create value in our business services and industrial operations. Accordingly, opportunities where Brookfield cannot play an active role in influencing the underlying business or managing the underlying assets that are not consistent with our acquisition strategy may not be suitable for us, even though they may be attractive from a purely financial perspective. Legal, regulatory, tax and other commercial considerations will likewise be an important consideration in determining whether an opportunity is suitable and will limit our ability to participate in certain acquisitions and may limit our ability to have more than 50% of our assets concentrated in a single jurisdiction.
|
•
|
In addition to structural limitations, the question of whether a particular acquisition is suitable is highly subjective and is dependent on a number of factors including our liquidity position at the relevant time, the risk profile of the opportunity, its fit with the balance of our operations and other factors. If Brookfield determines that an opportunity is not suitable for us, it may still pursue such opportunity on its own behalf, or on behalf of a Brookfield-sponsored partnership or consortium such as Brookfield Property Partners, Brookfield Infrastructure Partners and Brookfield Renewable Partners.
|
Brookfield Business Partners
|
22
|
23
|
Brookfield Business Partners
|
Brookfield Business Partners
|
24
|
25
|
Brookfield Business Partners
|
Brookfield Business Partners
|
26
|
27
|
Brookfield Business Partners
|
Brookfield Business Partners
|
28
|
29
|
Brookfield Business Partners
|
Brookfield Business Partners
|
30
|
31
|
Brookfield Business Partners
|
Brookfield Business Partners
|
32
|
33
|
Brookfield Business Partners
|
Brookfield Business Partners
|
34
|
35
|
Brookfield Business Partners
|
Brookfield Business Partners
|
36
|
37
|
Brookfield Business Partners
|
Brookfield Business Partners
|
38
|
Date
|
|
Segment
|
|
Event
|
January 2017
|
|
Industrial Operations
|
|
On January 20, 2017, we sold our bath and shower products manufacturing business. We acquired this business at the beginning of the U.S. housing crisis which had severely reduced the business' revenue. We were able to reposition the business by appointing a new management team, redefining strategy, reducing costs, and focusing on new product development. In 2016, the business generated strong sales and ran a lean operation, making it an opportune time for us to monetize the business and recycle capital. Based on our approximate 40% interest in the business, our share of the proceeds after transaction and other costs was $141 million, with an accounting gain of approximately $84 million, net of taxes.
|
April 2017
|
|
Industrial Operations
|
|
On April 25, 2017, together with institutional partners, we invested approximately $1 billion to acquire a 70% controlling stake in the core water, wastewater and industrial water treatment business of Odebrecht Ambiental. A future payment to the seller of up to R$350 million may be made should the business achieve certain performance milestones in the three years after acquisition. On May 30, 2017, we purchased an 87.5% direct interest in Odebrecht Ambiental Ativos Maduros S.A., a BRK Ambiental joint venture in related assets for $116 million, with the partnership's share being $43 million. The businesses were subsequently renamed to “BRK Ambiental”. Our share of the equity commitment was $383 million, representing an economic ownership in the company of approximately 26%.
|
May 2017
|
|
Business Services
|
|
On May 10, 2017, together with institutional partners, we acquired an 85% controlling stake in Greenergy Fuels Holdings Limited (“Greenergy”), with the remaining 15% held by the company’s management team. Our share of the equity commitment was approximately £36 million (approximately $45 million), representing an economic ownership in the company of approximately 14%.
|
July 2017
|
|
Business Services
|
|
On July 17, 2017, together with institutional partners, we completed the acquisition of 213 retail gas stations and associated kiosks in Canada through BCP IV Service Station LP ("fuel marketing business") for approximately $423 million which was funded with debt and equity. The share of the equity investment attributable to unitholders was approximately $43 million for an approximate 26% ownership interest in the business.
|
39
|
Brookfield Business Partners
|
August 2017
|
|
Energy
|
|
On August 15, 2017, we sold an oil and gas producer ("Insignia Energy") in Western Canada. We first invested in this business in 2008 and throughout the years, the business had assembled a high-quality portfolio of natural gas resource properties, which represented a strong asset base and a significant drilling inventory in Western Canada. However, the business had been impacted by substantially lower commodity prices, instead of investing additional capital to maintain production, we decided to divest this business. Based on our approximate 38% ownership interest in the business, our share of the proceeds after transaction and other costs was $9 million, resulting in a net loss of approximately $16 million, net of taxes.
|
September 2017
|
|
Energy
|
|
On September 25, 2017, together with institutional partners, we acquired a 60% stake in Teekay Offshore ("marine energy services business"). The share of the equity investment attributable to unitholders was $317 million and included an approximate 25% ownership interest in the business, participation in a loan payable by Teekay Offshore, warrants issued by Teekay Offshore, and an ownership share of Teekay Offshore's General Partner.
|
September 2017
|
|
Corporate and Other
|
|
On September 26, 2017, the partnership issued 13,340,000 limited partnership units at a price of $30 per unit, for gross proceeds of approximately $400 million before equity issuance costs of approximately $8 million. Concurrently, Holding LP issued 6,945,000 million redemption-exchange units to Brookfield at $28.80 per unit for additional proceeds of approximately $200 million. The unit offering resulted in a decrease in Brookfield's ownership in the partnership from 75% to 69%.
|
October 2017
|
|
Business Services
|
|
On October 2, 2017, together with institutional partners, we provided a $123 million first lien secured loan to Total Environment Group. Our share of the investment was approximately $32 million.
|
October 2017
|
|
Corporate and Other
|
|
On October 26, 2017, the underwriters exercised their over-allotment option to purchase an additional 1,000,500 units at a price of $30.00 per unit, for gross proceeds of approximately $30 million less equity issuance costs of approximately $1 million. The exercise of over-allotment resulted in a decrease in Brookfield's ownership in the partnership from 69% to 68%.
|
January 2018
|
|
Business Services
|
|
On January 4, 2018, together with institutional partners, we entered into a definitive agreement to acquire 100% of Westinghouse Electric Company (“Westinghouse”) for an initial purchase price of approximately $4.6 billion, expected to be funded with approximately $1 billion of equity, approximately $3 billion of long-term debt financing and the balance by the assumption of certain pension, environmental and other operating obligations. Closing of the transaction remains subject to bankruptcy court approval and customary closing conditions is expected to occur in the third quarter of 2018. Prior to or following closing, a portion of our investment may be syndicated to other institutional investors.
|
January 2018
|
|
Industrial Operations
|
|
On January 5, 2018, together with institutional partners, we reached a definitive agreement to acquire a controlling interest in the Schoeller Allibert Group B.V. (“Schoeller Allibert”) for a purchase price of approximately €205 million. The founding Schoeller family will continue to hold the remaining interest in Schoeller Allibert. Closing of the transaction remains subject to customary closing conditions and is anticipated to be in the second quarter of 2018. Prior to or following closing, a portion of our investment may be syndicated to other institutional investors.
|
January 2018
|
|
Business Services
|
|
On January 23, 2018, together with institutional partners, we closed our transaction with Ontario Lottery and Gaming Corporation, in partnership with our gaming partner, to operate and manage three gaming facilities in the Greater Toronto Area (the "GTA Bundle") for a minimum period of 22 years. Our partnership has the option to develop a new site and extend the concession period by 10 years. Our share of the equity investment attributable to unitholders was approximately C$22 million for an approximate 13% ownership interest in the business.
|
February 2018
|
|
Industrial Operations
|
|
On February 15, 2018, our graphite electrode manufacturing business completed a $1.5 billion debt offering and used approximately $400 million of the proceeds to pay down existing debt and distributed the balance of approximately $1.1 billion to its shareholders. Our share of the distribution was approximately $380 million. Recently, there have been significant developments at the business which positioned the business for materially improved financial and operational results. We executed on our operational improvement strategy realizing annualized savings and completed a long-term contracting initiative, executing 3 to 5 year take or pay contracts, for between 60% to 65% of our production capacity, at a weighted average selling price of $9,700/MT.
|
Brookfield Business Partners
|
40
|
41
|
Brookfield Business Partners
|
Brookfield Business Partners
|
42
|
43
|
Brookfield Business Partners
|
Brookfield Business Partners
|
44
|
|
Year Ended December 31,
|
||||||||||
(US$ Millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Australia
|
$
|
2,508
|
|
|
$
|
2,150
|
|
|
$
|
2,011
|
|
United Kingdom
|
1,501
|
|
|
1,395
|
|
|
963
|
|
|||
Middle East
|
590
|
|
|
732
|
|
|
688
|
|
|||
Other
|
51
|
|
|
110
|
|
|
171
|
|
|||
Total
|
$
|
4,650
|
|
|
$
|
4,387
|
|
|
$
|
3,833
|
|
45
|
Brookfield Business Partners
|
•
|
Our large and diverse global construction business.
Since 1962, our business has delivered over $70 billion
of work to date and approximately 1,000 projects across diverse sectors and geographies for a varied client base. Our projects under contract at
December 31, 2017
were valued at almost $16 billion, consisting of 95 projects. Our global platform provides us with access to leading edge construction techniques and technologies and a deep supply chain network. The size, geographical and sector spread of our global business limits our exposure to concentration risk, whether in relation to client, project, subcontractor or country risk.
|
•
|
Our strong market position, extensive experience and proven track record.
We have received numerous industry awards for innovative design, which demonstrates our ability to deliver leading solutions to fit our clients' needs. A strong market position in our principal regions, Australia, Europe and the Middle East, allows us to attract top talent and secure competitive pricing from our subcontractors. We have long-standing and positive relationships with many subcontractors across the regions in which we operate. This allows us to be more selective in the projects we bid and consequently increases the likelihood of tender and delivery success. We are conscious of our market share in any given region and what is sustainable given market dynamics and resource availability.
|
•
|
Our strong risk management culture.
We aim to outperform in all aspects of construction, including commercial and operational risk management, to deliver both a safe and rewarding project. Governance of risk commences at a very early stage and involves all levels of the business. Any commitment to bid on a project requires agreement through a formal credit committee process, and robust credit charters are in place for each region, identifying standard acceptable commercial risk profiles. As part of our disciplined approach, we maintain and document project controls across all regions, including through the use of a project communication application, review of subcontractor financial strength, appropriate subcontractor security and comprehensive insurance reviews.
|
•
|
Our track record is underpinned by our high level of contracted revenue.
With little or no debt in the business and with our focus on cost, schedule, safety and quality, we are able to consistently complete complex projects. Our repeated delivery of successful outcomes for clients facilitates the replacement of our projects under contract. We believe that our ability to withstand changing economic cycles is a testament to the strength and proficiency of our business and team.
|
Brookfield Business Partners
|
46
|
|
Year Ended December 31,
|
||||||||||
(US$ Millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Brazil
|
$
|
580
|
|
|
$
|
51
|
|
|
$
|
18
|
|
Canada
|
486
|
|
|
532
|
|
|
460
|
|
|||
Europe
|
314
|
|
|
261
|
|
|
117
|
|
|||
United States
|
203
|
|
|
365
|
|
|
260
|
|
|||
Other
|
79
|
|
|
71
|
|
|
37
|
|
|||
Total
|
$
|
1,662
|
|
|
$
|
1,280
|
|
|
$
|
892
|
|
47
|
Brookfield Business Partners
|
Brookfield Business Partners
|
48
|
49
|
Brookfield Business Partners
|
Brookfield Business Partners
|
50
|
(1)
|
We have adopted the standard of 6 Mcf:1 Bbl when converting natural gas to oil equivalent. BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf:1 Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6 Mcf:1 Bbl, utilizing a conversion ratio at 6 Mcf:1 Bbl may be misleading as an indication of value. All production data is presented as property working interest, before deduction of royalties.
|
(2)
|
Represents full company interest production, not our company's equity interest.
|
(3)
|
Property working interest, but before deduction of royalties.
|
51
|
Brookfield Business Partners
|
•
|
make direct acquisitions or add-on acquisitions within existing platforms and/or in sectors where we believe we possess competitive advantages.
|
•
|
the licensee defaults in the performance of any material term, condition or agreement contained in the agreement and the default continues for a period of 30 days after written notice of the breach is given to the licensee;
|
•
|
the licensee assigns, sublicenses, pledges, mortgages or otherwise encumbers the intellectual property rights granted to it pursuant to the licensing agreement;
|
•
|
certain events relating to a bankruptcy or insolvency of the licensee; or
|
Brookfield Business Partners
|
52
|
•
|
Approximately 1.4 million square feet of manufacturing and warehouse facilities in the United States related to our graphite electrode manufacturing business;
|
•
|
Approximately 3.6 million square feet of office, retail, and manufacturing and warehouse facilities in Canada related to our infrastructure support products manufacturing business, our logistics businesses, and our fuel marketing business; and
|
•
|
Approximately 0.7 million square feet of manufacturing and warehouse facilities in Europe related to our graphite electrode manufacturing business.
|
53
|
Brookfield Business Partners
|
Brookfield Business Partners
|
54
|
(1)
|
Public holders of our units currently own approximately 63% of our units and Brookfield currently owns approximately 37% of our units. Our company's sole direct investment is a managing general partnership interest in the Holding LP. Brookfield also owns a limited partnership interest in the Holding LP through Brookfield's ownership of redemption-exchange units and Special LP Units. Brookfield indirectly owns 100% of the redemption-exchange units of Holding LP, which represent 49% of our units on a fully diluted basis. The redemption-exchange units are redeemable for cash or exchangeable for our units in accordance with the Redemption-Exchange Mechanism, which could result in Brookfield owning approximately 68% of our units issued and outstanding, with public holders of our units owning approximately 32% of the units of our company issued and outstanding, in each case on a fully exchanged basis. Brookfield's interest in our company consists of a combination of our units and general partner interests, the redemption-exchange units and the Special LP Units. The Special LP units entitle the holder to receive incentive distributions. See Item 7.B., "Related Party Transactions—Incentive Distributions". The BBU General Partner has adopted a distribution policy pursuant to which we intend to make quarterly cash distributions to public holders of our units. In general, quarterly cash distributions will be made from distributions received by our company on its Managing General Partner Units. Distributions of available cash (if any) by the Holding LP will be made in accordance with the Holding LP Limited Partnership Agreement, which generally provides for distributions to be made by the Holding LP to all owners of the Holding LP's partnership interests (including the Managing General Partner Units owned by us and the Special LP Units and redemption-exchange units owned by Brookfield) on a pro rata basis. Our company currently owns approximately 66 million Managing General Partner Units and Brookfield currently owns approximately 63 million redemption-exchange units and four Special LP Units. However, if available cash in a quarter is not sufficient to pay the quarterly distribution amount, currently $0.0625 per unit, to the owners of all the Holding LP interests, then we can elect to defer distributions on the redemption-exchange units and accrue such deficiency for payment from available cash in future quarters. See "Distribution Policy" and Item 10.B., "Description of the Holding LP Limited Partnership Agreement—Distributions".
|
(2)
|
The Holding LP currently owns, directly or indirectly, all of the common shares or equity interests, as applicable, of the Holding Entities. Brookfield has subscribed for $5 million of preferred shares of each of CanHoldco and two of our other subsidiaries, which preferred shares will be entitled to vote with the common shares of the applicable entity. Brookfield currently has an aggregate of 1% of the votes of each of the three entities.
|
(3)
|
Certain of the operating businesses and intermediate holding companies that are directly or indirectly owned by the Holding Entities and that directly or indirectly hold our operations are not shown on the chart. All percentages listed represent our economic interest in the applicable entity or group of assets, which may not be the same as our voting interest in those entities and groups of assets. All interests are rounded to the nearest one percent and are calculated as at the date of this Form 20-F.
|
Significant Subsidiaries
|
Jurisdiction of
Organization
|
|
Voting Securities
|
|
Economic Interest
|
||
Construction Services
|
|
|
|
|
|
||
Multiplex
|
Australia
|
|
100
|
%
|
|
100
|
%
|
Business Services
|
|
|
|
|
|
||
Greenergy Fuels Holdings Limited
|
United Kingdom
|
|
85
|
%
|
|
14
|
%
|
BGIS Global Integrated Solutions Canada L.P.
|
Canada
|
|
100
|
%
|
|
26
|
%
|
Industrial Operations
|
|
|
|
|
|
||
GrafTech International Ltd.
|
United States of America
|
|
100
|
%
|
|
34
|
%
|
BRK Ambiental
|
Brazil
|
|
70
|
%
|
|
26
|
%
|
North American Palladium Ltd.
|
Canada
|
|
92
|
%
|
|
23
|
%
|
Energy
|
|
|
|
|
|
||
Ember Resources Inc.
|
Canada
|
|
100
|
%
|
|
41
|
%
|
55
|
Brookfield Business Partners
|
Brookfield Business Partners
|
56
|
57
|
Brookfield Business Partners
|
i.
|
Business services, including facilities management, road fuel distribution and marketing, residential real estate, logistics and financial advisory services;
|
ii.
|
Construction services, which include construction management and contracting services;
|
iii.
|
Industrial operations, including select manufacturing, mining, and distribution operations;
|
iv.
|
Energy operations, including oil and gas production, marine energy services and related businesses; and
|
v.
|
Corporate and other, which includes corporate cash and liquidity management, and activities related to the management of the partnership's relationship with Brookfield.
|
Brookfield Business Partners
|
58
|
59
|
Brookfield Business Partners
|
Brookfield Business Partners
|
60
|
61
|
Brookfield Business Partners
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
|
|
Year Ended December 31,
|
|
|
|
|||||||||||||||
(US$ Millions, except per unit amounts)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs 2016
|
|
2016 vs 2015
|
||||||||||
Revenues
|
|
$
|
22,823
|
|
|
$
|
7,960
|
|
|
$
|
6,753
|
|
|
$
|
14,863
|
|
|
$
|
1,207
|
|
Direct operating costs
|
|
(21,876
|
)
|
|
(7,386
|
)
|
|
(6,132
|
)
|
|
(14,490
|
)
|
|
(1,254
|
)
|
|||||
General and administrative expenses
|
|
(340
|
)
|
|
(269
|
)
|
|
(224
|
)
|
|
(71
|
)
|
|
(45
|
)
|
|||||
Depreciation and amortization expense
|
|
(371
|
)
|
|
(286
|
)
|
|
(257
|
)
|
|
(85
|
)
|
|
(29
|
)
|
|||||
Interest expense
|
|
(202
|
)
|
|
(90
|
)
|
|
(65
|
)
|
|
(112
|
)
|
|
(25
|
)
|
|||||
Equity accounted income, net
|
|
69
|
|
|
68
|
|
|
4
|
|
|
1
|
|
|
64
|
|
|||||
Impairment expense, net
|
|
(39
|
)
|
|
(261
|
)
|
|
(95
|
)
|
|
222
|
|
|
(166
|
)
|
|||||
Gain (loss) on acquisitions/dispositions, net
|
|
267
|
|
|
57
|
|
|
269
|
|
|
210
|
|
|
(212
|
)
|
|||||
Other (expenses) income, net
|
|
(108
|
)
|
|
(11
|
)
|
|
70
|
|
|
(97
|
)
|
|
(81
|
)
|
|||||
Income (loss) before income tax
|
|
223
|
|
|
(218
|
)
|
|
323
|
|
|
441
|
|
|
(541
|
)
|
|||||
Current income tax (expense) recovery
|
|
(30
|
)
|
|
(25
|
)
|
|
(49
|
)
|
|
(5
|
)
|
|
24
|
|
|||||
Deferred income tax recovery (expense)
|
|
22
|
|
|
41
|
|
|
(5
|
)
|
|
(19
|
)
|
|
46
|
|
|||||
Net income (loss)
|
|
$
|
215
|
|
|
$
|
(202
|
)
|
|
$
|
269
|
|
|
$
|
417
|
|
|
$
|
(471
|
)
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Limited partners
(1)
|
|
$
|
(58
|
)
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
3
|
|
Brookfield Asset Management
(2)
|
|
—
|
|
|
(35
|
)
|
|
208
|
|
|
35
|
|
|
(243
|
)
|
|||||
Non-controlling interests attributable to:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Redemption-Exchange Units held by Brookfield Asset Management
(1)
|
|
(60
|
)
|
|
3
|
|
|
—
|
|
|
(63
|
)
|
|
3
|
|
|||||
Special limited partners
|
|
142
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|||||
Interest of others in operating subsidiaries
|
|
191
|
|
|
(173
|
)
|
|
61
|
|
|
364
|
|
|
(234
|
)
|
|||||
|
|
$
|
215
|
|
|
$
|
(202
|
)
|
|
$
|
269
|
|
|
$
|
417
|
|
|
$
|
(471
|
)
|
Basic and diluted earnings per limited partner unit
(3) (4) (5)
|
|
$
|
(1.04
|
)
|
|
$
|
0.06
|
|
|
|
|
|
|
|
(1)
|
For the periods subsequent to June 20, 2016.
|
(2)
|
For the periods prior to June 20, 2016.
|
(3)
|
Average number of partnership units outstanding on a fully diluted time weighted average basis, assuming the exchange of redemption exchange units held by Brookfield Asset Management for limited partnership units, for the year ended
December 31, 2017
was 113.5 million (2016: 92.9 million).
|
(4)
|
Income (loss) attributed to limited partnership units on a fully diluted basis is reduced by incentive distributions paid to special limited partnership unitholders during the year ended
December 31, 2017
.
|
(5)
|
Comparative figures for the year ended December 31, 2015 are not representative of performance, as units were spun out on June 20, 2016.
|
Brookfield Business Partners
|
62
|
63
|
Brookfield Business Partners
|
Brookfield Business Partners
|
64
|
65
|
Brookfield Business Partners
|
Brookfield Business Partners
|
66
|
(US$ Millions, except per unit amounts)
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
|||||||||||||||||
Three months ended
|
|||||||||||||||||||||||||||||||
Revenues
|
$
|
8,379
|
|
|
$
|
7,640
|
|
|
$
|
4,870
|
|
|
$
|
1,934
|
|
|
$
|
2,232
|
|
|
$
|
2,043
|
|
|
$
|
2,008
|
|
|
$
|
1,677
|
|
Direct operating costs
|
(8,034
|
)
|
|
(7,295
|
)
|
|
(4,673
|
)
|
|
(1,874
|
)
|
|
(2,064
|
)
|
|
(1,889
|
)
|
|
(1,865
|
)
|
|
(1,569
|
)
|
||||||||
General and administrative expenses
|
(107
|
)
|
|
(95
|
)
|
|
(76
|
)
|
|
(62
|
)
|
|
(72
|
)
|
|
(70
|
)
|
|
(64
|
)
|
|
(62
|
)
|
||||||||
Depreciation and amortization expense
|
(109
|
)
|
|
(109
|
)
|
|
(88
|
)
|
|
(65
|
)
|
|
(67
|
)
|
|
(71
|
)
|
|
(76
|
)
|
|
(72
|
)
|
||||||||
Interest expense
|
(67
|
)
|
|
(66
|
)
|
|
(50
|
)
|
|
(19
|
)
|
|
(19
|
)
|
|
(24
|
)
|
|
(23
|
)
|
|
(24
|
)
|
||||||||
Equity accounted income (loss), net
|
8
|
|
|
37
|
|
|
14
|
|
|
10
|
|
|
(7
|
)
|
|
28
|
|
|
20
|
|
|
27
|
|
||||||||
Impairment expense, net
|
(9
|
)
|
|
—
|
|
|
(23
|
)
|
|
(7
|
)
|
|
(155
|
)
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
||||||||
Gain on acquisitions/dispositions
|
—
|
|
|
(14
|
)
|
|
9
|
|
|
272
|
|
|
—
|
|
|
29
|
|
|
28
|
|
|
—
|
|
||||||||
Other income (expense), net
|
(72
|
)
|
|
(41
|
)
|
|
(9
|
)
|
|
14
|
|
|
9
|
|
|
11
|
|
|
(21
|
)
|
|
(10
|
)
|
||||||||
Income (loss) before income tax
|
(11
|
)
|
|
57
|
|
|
(26
|
)
|
|
203
|
|
|
(143
|
)
|
|
57
|
|
|
(99
|
)
|
|
(33
|
)
|
||||||||
Current income tax (expense)/recovery
|
(11
|
)
|
|
(19
|
)
|
|
(4
|
)
|
|
4
|
|
|
(7
|
)
|
|
(8
|
)
|
|
(7
|
)
|
|
(3
|
)
|
||||||||
Deferred income tax (expense)/recovery
|
16
|
|
|
6
|
|
|
4
|
|
|
(4
|
)
|
|
16
|
|
|
3
|
|
|
15
|
|
|
7
|
|
||||||||
Net income (loss)
|
$
|
(6
|
)
|
|
$
|
44
|
|
|
$
|
(26
|
)
|
|
$
|
203
|
|
|
$
|
(134
|
)
|
|
$
|
52
|
|
|
$
|
(91
|
)
|
|
$
|
(29
|
)
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Limited partners
(1)
|
$
|
(79
|
)
|
|
$
|
(8
|
)
|
|
$
|
(3
|
)
|
|
$
|
32
|
|
|
$
|
(5
|
)
|
|
$
|
9
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Brookfield Asset Management Inc.
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(5
|
)
|
||||||||
Non-controlling interests attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Redemption-Exchange Units held Brookfield Asset Management Inc.
(1)
|
(83
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
34
|
|
|
(6
|
)
|
|
11
|
|
|
(2
|
)
|
|
—
|
|
||||||||
Special limited partners
|
117
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest of others
|
39
|
|
|
35
|
|
|
(20
|
)
|
|
137
|
|
|
(123
|
)
|
|
32
|
|
|
(58
|
)
|
|
(24
|
)
|
||||||||
Net income (loss)
|
$
|
(6
|
)
|
|
$
|
44
|
|
|
$
|
(26
|
)
|
|
$
|
203
|
|
|
$
|
(134
|
)
|
|
$
|
52
|
|
|
$
|
(91
|
)
|
|
$
|
(29
|
)
|
Basic and diluted earnings (loss) per limited partner unit
(3) (4) (5)
|
$
|
(1.25
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.61
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.03
|
)
|
|
|
|
(1)
|
For the periods subsequent to June 20, 2016.
|
(2)
|
For the periods prior to June 20, 2016.
|
(3)
|
Average number of partnership units outstanding on a fully diluted time weighted average basis, assuming the exchange of redemption exchange units held by Brookfield Asset Management for limited partnership units, for the three months ended
December 31, 2017
was 129.0 million and for the three months ended
December 31, 2016
was 93.9 million.
|
(4)
|
Income (loss) attributed to limited partnership units on a fully diluted basis is reduced by incentive distributions paid to special limited partnership unitholders during the three months ended September 30, 2017 and
December 31, 2017
.
|
(5)
|
Comparative figures for the three months ended March 31, 2016 are not representative of performance, as units were spun out on June 20, 2016.
|
67
|
Brookfield Business Partners
|
|
|
|
|
|
|
Change
|
||||||
(US$ Millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 2017 vs December 2016
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
1,106
|
|
|
$
|
1,050
|
|
|
$
|
56
|
|
Financial assets
|
|
784
|
|
|
539
|
|
|
245
|
|
|||
Accounts receivable, net
|
|
4,362
|
|
|
1,797
|
|
|
2,565
|
|
|||
Inventory and other assets
|
|
1,577
|
|
|
647
|
|
|
930
|
|
|||
Assets held for sale
|
|
14
|
|
|
264
|
|
|
(250
|
)
|
|||
Property, plant and equipment
|
|
2,530
|
|
|
2,096
|
|
|
434
|
|
|||
Deferred income tax assets
|
|
174
|
|
|
111
|
|
|
63
|
|
|||
Intangible assets
|
|
3,094
|
|
|
371
|
|
|
2,723
|
|
|||
Equity accounted investments
|
|
609
|
|
|
166
|
|
|
443
|
|
|||
Goodwill
|
|
1,554
|
|
|
1,152
|
|
|
402
|
|
|||
Total assets
|
|
$
|
15,804
|
|
|
$
|
8,193
|
|
|
$
|
7,611
|
|
Liabilities and equity in net assets
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
||||||
Accounts payable and other
|
|
$
|
5,638
|
|
|
$
|
2,457
|
|
|
$
|
3,181
|
|
Liabilities associated with assets held for sale
|
|
—
|
|
|
66
|
|
|
(66
|
)
|
|||
Borrowings
|
|
3,265
|
|
|
1,551
|
|
|
1,714
|
|
|||
Deferred income tax liabilities
|
|
837
|
|
|
81
|
|
|
756
|
|
|||
Total liabilities
|
|
$
|
9,740
|
|
|
$
|
4,155
|
|
|
$
|
5,585
|
|
Equity
|
|
|
|
|
|
|
||||||
Limited partners
|
|
$
|
1,585
|
|
|
$
|
1,206
|
|
|
$
|
379
|
|
General partner
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Brookfield Asset Management Inc.
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-controlling interests attributable to:
|
|
|
|
|
|
|
||||||
Redemption-Exchange Units, Preferred Shares and Special Limited Partnership Units held by Brookfield Asset Management Inc.
|
|
1,453
|
|
|
1,295
|
|
|
158
|
|
|||
Interest of others in operating subsidiaries
|
|
3,026
|
|
|
1,537
|
|
|
1,489
|
|
|||
Total equity
|
|
6,064
|
|
|
4,038
|
|
|
2,026
|
|
|||
Total liabilities and equity
|
|
$
|
15,804
|
|
|
$
|
8,193
|
|
|
$
|
7,611
|
|
Brookfield Business Partners
|
68
|
(US$ Millions)
|
|
Business
Services
|
|
Construction
Services
|
|
Industrial
Operations
|
|
Energy
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
December 31, 2017
|
|
$
|
385
|
|
|
$
|
53
|
|
|
$
|
21
|
|
|
$
|
325
|
|
|
$
|
—
|
|
|
$
|
784
|
|
December 31, 2016
|
|
$
|
128
|
|
|
$
|
70
|
|
|
$
|
17
|
|
|
$
|
324
|
|
|
$
|
—
|
|
|
$
|
539
|
|
69
|
Brookfield Business Partners
|
UNITS
|
|
December 31, 2017
|
|
December 31, 2016
|
||
GP Units
|
|
4
|
|
|
4
|
|
LP Units
|
|
66,185,798
|
|
|
51,845,298
|
|
Non-controlling interests:
|
|
|
|
|
||
Redemption-Exchange Units, held by Brookfield
|
|
63,095,497
|
|
|
56,150,497
|
|
Special LP Units
|
|
4
|
|
|
4
|
|
Brookfield Business Partners
|
70
|
|
|
Year Ended December 31,
|
||||||||||
(US$ Millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
$
|
22,823
|
|
|
$
|
7,960
|
|
|
$
|
6,753
|
|
Direct operating costs
|
|
(21,876
|
)
|
|
(7,386
|
)
|
|
(6,132
|
)
|
|||
General and administrative expenses
|
|
(340
|
)
|
|
(269
|
)
|
|
(224
|
)
|
|||
Equity accounted Company EBITDA
|
|
108
|
|
|
167
|
|
|
115
|
|
|||
Company EBITDA attributable to others
(1)
|
|
(475
|
)
|
|
(232
|
)
|
|
(214
|
)
|
|||
Company EBITDA
(2) (3)
|
|
$
|
240
|
|
|
$
|
240
|
|
|
$
|
298
|
|
Realized disposition gains, net
|
|
244
|
|
|
57
|
|
|
40
|
|
|||
Interest expense
|
|
(202
|
)
|
|
(90
|
)
|
|
(65
|
)
|
|||
Realized disposition gain, current income taxes and interest expenses related to equity accounted investments
|
|
(17
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|||
Current income taxes
|
|
(30
|
)
|
|
(25
|
)
|
|
(49
|
)
|
|||
Company FFO attributable to others (net of Company EBITDA attributable to others)
(1)
|
|
17
|
|
|
27
|
|
|
51
|
|
|||
Company FFO
(2) (3)
|
|
$
|
252
|
|
|
$
|
200
|
|
|
$
|
264
|
|
(1)
|
Attributable to interests of others in our operating subsidiaries.
|
(2)
|
Attributable to parent company prior to the spin-off on June 20, 2016, and to limited partnership unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders post spin-off.
For the year ended
December 31, 2017
, equity is also attributable to preferred shareholders and Special LP unitholders.
|
(3)
|
Company FFO is a non-IFRS measure and is calculated as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, non-cash gains or losses and other items. When determining Company FFO, we include our proportionate share of Company FFO of equity accounted investments. Company FFO is further adjusted as Company EBITDA to exclude the impact of realized disposition gains (losses), interest expense, current income taxes, and realized disposition gain, current income taxes and interest expenses related to equity accounted investments. Company EBITDA and Company FFO are presented net to unitholders. For further information on Company FFO and Company EBITDA see the “Reconciliation of Non IFRS Measures” section of the MD&A.
|
71
|
Brookfield Business Partners
|
|
|
Year Ended December 31,
|
||||||||||
(US$ Millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
$
|
16,224
|
|
|
$
|
2,006
|
|
|
$
|
1,691
|
|
Direct operating costs
|
|
(15,864
|
)
|
|
(1,818
|
)
|
|
(1,528
|
)
|
|||
General and administrative expenses
|
|
(135
|
)
|
|
(98
|
)
|
|
(92
|
)
|
|||
Equity accounted Company EBITDA
|
|
28
|
|
|
23
|
|
|
22
|
|
|||
Company EBITDA attributable to others
(1)
|
|
(170
|
)
|
|
(44
|
)
|
|
(21
|
)
|
|||
Company EBITDA
(2) (3)
|
|
$
|
83
|
|
|
$
|
69
|
|
|
$
|
72
|
|
Realized disposition gains, net
|
|
17
|
|
|
—
|
|
|
40
|
|
|||
Interest expense
|
|
(47
|
)
|
|
(14
|
)
|
|
(13
|
)
|
|||
Realized disposition gain, current income taxes and interest expenses related to equity accounted investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Current income taxes
|
|
(21
|
)
|
|
(12
|
)
|
|
(20
|
)
|
|||
Company FFO attributable to others (net of Company EBITDA attributable to others)
(1)
|
|
34
|
|
|
11
|
|
|
4
|
|
|||
Company FFO
(2) (3)
|
|
$
|
66
|
|
|
$
|
54
|
|
|
$
|
83
|
|
Brookfield Business Partners
|
72
|
(US$ Millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Total assets
|
|
$
|
5,246
|
|
|
$
|
1,690
|
|
|
$
|
1,429
|
|
Total liabilities
|
|
$
|
4,236
|
|
|
$
|
1,068
|
|
|
$
|
958
|
|
Interests of others in operating subsidiaries
(1)
|
|
$
|
562
|
|
|
$
|
265
|
|
|
$
|
162
|
|
Equity attributable to unitholders
(2)
|
|
448
|
|
|
357
|
|
|
309
|
|
|||
Total equity
|
|
$
|
1,010
|
|
|
$
|
622
|
|
|
$
|
471
|
|
(1)
|
Attributable to interests of others in our operating subsidiaries.
|
(2)
|
Attributable to parent company prior to the spin-off on June 20, 2016 , and to limited partnership unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders post spin-off.
For the year ended
December 31, 2017
, equity is also attributable to preferred shareholders and Special LP unitholders.
|
(3)
|
Company FFO is a non-IFRS measure and is calculated as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, non-cash gains or losses and other items. When determining Company FFO, we include our proportionate share of Company FFO of equity accounted investments. Company FFO is further adjusted as Company EBITDA to exclude the impact of realized disposition gains (losses), interest expense, current income taxes, and realized disposition gain, current income taxes and interest expenses related to equity accounted investments. Company EBITDA and Company FFO are presented net to unitholders. For further information on Company FFO and Company EBITDA see the “Reconciliation of Non IFRS Measures” section of the MD&A.
|
73
|
Brookfield Business Partners
|
|
|
Year Ended December 31,
|
||||||||||
(US$ Millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
$
|
4,650
|
|
|
$
|
4,387
|
|
|
$
|
3,833
|
|
Direct operating costs
|
|
(4,584
|
)
|
|
(4,235
|
)
|
|
(3,670
|
)
|
|||
General and administrative expenses
|
|
(47
|
)
|
|
(48
|
)
|
|
(45
|
)
|
|||
Equity accounted Company EBITDA
|
|
—
|
|
|
—
|
|
|
3
|
|
|||
Company EBITDA attributable to others
(1)
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|||
Company EBITDA
(2) (3)
|
|
$
|
20
|
|
|
$
|
104
|
|
|
$
|
120
|
|
Realized disposition gains, net
|
|
2
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Realized disposition gain, current income taxes and interest expenses related to equity accounted investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Current income taxes
|
|
5
|
|
|
(8
|
)
|
|
(20
|
)
|
|||
Company FFO attributable to others (net of Company EBITDA attributable to others)
(1)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Company FFO
(2) (3)
|
|
$
|
26
|
|
|
$
|
94
|
|
|
$
|
98
|
|
Brookfield Business Partners
|
74
|
(US$ Millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Total assets
|
|
$
|
2,653
|
|
|
$
|
2,275
|
|
|
$
|
2,125
|
|
Total liabilities
|
|
$
|
1,694
|
|
|
$
|
1,389
|
|
|
$
|
1,372
|
|
Interests of others in operating subsidiaries
(1)
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
8
|
|
Equity attributable to unitholders
(2)
|
|
959
|
|
|
877
|
|
|
745
|
|
|||
Total equity
|
|
$
|
959
|
|
|
$
|
886
|
|
|
$
|
753
|
|
(1)
|
Attributable to interests of others in our operating subsidiaries.
|
(2)
|
Attributable to parent company prior to the spin-off on June 20, 2016, and to limited partnership unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders post spin-off.
For the year ended
December 31, 2017
, equity is also attributable to preferred shareholders and Special LP unitholders.
|
(3)
|
Company FFO is a non-IFRS measure and is calculated as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, non-cash gains or losses and other items. When determining Company FFO, we include our proportionate share of Company FFO of equity accounted investments. Company FFO is further adjusted as Company EBITDA to exclude the impact of realized disposition gains (losses), interest expense, current income taxes, and realized disposition gain, current income taxes and interest expenses related to equity accounted investments. Company EBITDA and Company FFO are presented net to unitholders. For further information on Company FFO and Company EBITDA see the “Reconciliation of Non IFRS Measures” section of the MD&A.
|
75
|
Brookfield Business Partners
|
Brookfield Business Partners
|
76
|
|
|
Year Ended December 31,
|
||||||||||
(US$ Millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
$
|
1,662
|
|
|
$
|
1,280
|
|
|
$
|
892
|
|
Direct operating costs
|
|
(1,228
|
)
|
|
(1,160
|
)
|
|
(744
|
)
|
|||
General and administrative expenses
|
|
(93
|
)
|
|
(89
|
)
|
|
(67
|
)
|
|||
Equity accounted Company EBITDA
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Company EBITDA attributable to others
(1)
|
|
(255
|
)
|
|
(20
|
)
|
|
(57
|
)
|
|||
Company EBITDA
(2) (3)
|
|
$
|
87
|
|
|
$
|
11
|
|
|
$
|
24
|
|
Realized disposition gains, net
|
|
237
|
|
|
32
|
|
|
—
|
|
|||
Interest expense
|
|
(128
|
)
|
|
(44
|
)
|
|
(25
|
)
|
|||
Realized disposition gain, current income taxes and interest expenses related to equity accounted investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Current income taxes
|
|
(28
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|||
Company FFO attributable to others (net of Company EBITDA attributable to others)
(1)
|
|
(36
|
)
|
|
11
|
|
|
23
|
|
|||
Company FFO
(2) (3)
|
|
$
|
132
|
|
|
$
|
6
|
|
|
$
|
14
|
|
(US$ Millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Total assets
|
|
$
|
5,839
|
|
|
$
|
2,047
|
|
|
$
|
2,214
|
|
Total liabilities
|
|
$
|
3,189
|
|
|
$
|
895
|
|
|
$
|
1,124
|
|
Interests of others in operating subsidiaries
(1)
|
|
$
|
1,989
|
|
|
$
|
780
|
|
|
$
|
672
|
|
Equity attributable to unitholders
(2)
|
|
661
|
|
|
372
|
|
|
418
|
|
|||
Total equity
|
|
$
|
2,650
|
|
|
$
|
1,152
|
|
|
$
|
1,090
|
|
(1)
|
Attributable to interests of others in our operating subsidiaries.
|
(2)
|
Attributable to parent company prior to the spin-off on June 20, 2016, and to limited partnership unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders post spin-off.
For the year ended
December 31, 2017
, equity is also attributable to preferred shareholders and Special LP unitholders.
|
(3)
|
Company FFO is a non-IFRS measure and is calculated as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, non-cash gains or losses and other items. When determining Company FFO, we include our proportionate share of Company FFO of equity accounted investments. Company FFO is further adjusted as Company EBITDA to exclude the impact of realized disposition gains (losses), interest expense, current income taxes, and realized disposition gain, current income taxes and interest expenses related to equity accounted investments. Company EBITDA and Company FFO are presented net to unitholders. For further information on Company FFO and Company EBITDA see the “Reconciliation of Non IFRS Measures” section of the MD&A.
|
77
|
Brookfield Business Partners
|
Brookfield Business Partners
|
78
|
|
|
Year Ended December 31,
|
||||||||||
(US$ Millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
$
|
280
|
|
|
$
|
286
|
|
|
$
|
337
|
|
Direct operating costs
|
|
(197
|
)
|
|
(173
|
)
|
|
(190
|
)
|
|||
General and administrative expenses
|
|
(20
|
)
|
|
(17
|
)
|
|
(20
|
)
|
|||
Equity accounted Company EBITDA
|
|
79
|
|
|
144
|
|
|
90
|
|
|||
Company EBITDA attributable to others
(1)
|
|
(51
|
)
|
|
(168
|
)
|
|
(135
|
)
|
|||
Company EBITDA
(2) (3)
|
|
$
|
91
|
|
|
$
|
72
|
|
|
$
|
82
|
|
Realized disposition gains (loss), net
|
|
(12
|
)
|
|
25
|
|
|
—
|
|
|||
Interest expense
|
|
(26
|
)
|
|
(30
|
)
|
|
(25
|
)
|
|||
Realized disposition gain, current income taxes and interest expenses related to equity accounted investments
|
|
(17
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|||
Current income taxes
|
|
(4
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Company FFO attributable to others (net of Company EBITDA attributable to others)
(1)
|
|
20
|
|
|
6
|
|
|
24
|
|
|||
Company FFO
(2) (3)
|
|
$
|
52
|
|
|
$
|
63
|
|
|
$
|
69
|
|
(US$ Millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Total assets
|
|
$
|
1,671
|
|
|
$
|
1,596
|
|
|
$
|
1,867
|
|
Total liabilities
|
|
$
|
536
|
|
|
$
|
769
|
|
|
$
|
1,097
|
|
Interests of others in operating subsidiaries
(1)
|
|
$
|
475
|
|
|
$
|
483
|
|
|
$
|
455
|
|
Equity attributable to unitholders
(2)
|
|
660
|
|
|
344
|
|
|
315
|
|
|||
Total equity
|
|
$
|
1,135
|
|
|
$
|
827
|
|
|
$
|
770
|
|
(1)
|
Attributable to interests of others in our operating subsidiaries.
|
(2)
|
Attributable to parent company prior to the spin-off on June 20, 2016, and to limited partnership unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders post spin-off.
For the year ended
December 31, 2017
, equity is also attributable to preferred shareholders and Special LP unitholders.
|
(3)
|
Company FFO is a non-IFRS measure and is calculated as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, non-cash gains or losses and other items. When determining Company FFO, we include our proportionate share of Company FFO of equity accounted investments. Company FFO is further adjusted as Company EBITDA to exclude the impact of realized disposition gains (losses), interest expense, current income taxes, and realized disposition gain, current income taxes and interest expenses related to equity accounted investments. Company EBITDA and Company FFO are presented net to unitholders. For further information on Company FFO and Company EBITDA see the “Reconciliation of Non IFRS Measures” section of the MD&A.
|
79
|
Brookfield Business Partners
|
Brookfield Business Partners
|
80
|
|
|
Year Ended December 31,
|
||||||||||
(US$ Millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Direct operating costs
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
General and administrative expenses
|
|
(45
|
)
|
|
(17
|
)
|
|
—
|
|
|||
Equity accounted Company EBITDA
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Company EBITDA attributable to others
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Company EBITDA
(2) (3)
|
|
$
|
(41
|
)
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
Realized disposition gains, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Realized disposition gain, current income taxes and interest expenses related to equity accounted investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Current income taxes
|
|
18
|
|
|
—
|
|
|
—
|
|
|||
Company FFO attributable to others (net of Company EBITDA attributable to others)
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Company FFO
(2) (3)
|
|
$
|
(24
|
)
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
(US$ Millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Total assets
|
|
$
|
395
|
|
|
$
|
585
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
85
|
|
|
$
|
34
|
|
|
$
|
—
|
|
Interests of others in operating subsidiaries
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Equity attributable to unitholders
(2)
|
|
310
|
|
|
551
|
|
|
—
|
|
|||
Total equity
|
|
$
|
310
|
|
|
$
|
551
|
|
|
$
|
—
|
|
(1)
|
Attributable to interests of others in our operating subsidiaries.
|
(2)
|
Attributable to parent company prior to the spin-off on June 20, 2016, and to limited partnership unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders post spin-off.
For the year ended
December 31, 2017
, equity is also attributable to preferred shareholders and Special LP unitholders.
|
(3)
|
Company FFO is a non-IFRS measure and is calculated as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, non-cash gains or losses and other items. When determining Company FFO, we include our proportionate share of Company FFO of equity accounted investments. Company FFO is further adjusted as Company EBITDA to exclude the impact of realized disposition gains (losses), interest expense, current income taxes, and realized disposition gain, current income taxes and interest expenses related to equity accounted investments. Company EBITDA and Company FFO are presented net to unitholders. For further information on Company FFO and Company EBITDA see the “Reconciliation of Non IFRS Measures” section of the MD&A.
|
81
|
Brookfield Business Partners
|
•
|
Company FFO does not include depreciation and amortization expense; because we own capital assets with finite lives, depreciation and amortization expense recognizes the fact that we must maintain or replace our asset base in order to preserve our revenue generating capability;
|
•
|
Company FFO does not include deferred income taxes, which may become payable if we own our assets for a long period of time; and
|
•
|
Company FFO does not include any non-cash fair value adjustments or mark-to-market adjustments recorded to net income.
|
Brookfield Business Partners
|
82
|
|
|
Year Ended December 31,
|
||||||||||
(US$ Millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
$
|
22,823
|
|
|
$
|
7,960
|
|
|
$
|
6,753
|
|
Direct operating costs
|
|
(21,876
|
)
|
|
(7,386
|
)
|
|
(6,132
|
)
|
|||
General and administrative expenses
|
|
(340
|
)
|
|
(269
|
)
|
|
(224
|
)
|
|||
Equity accounted investment Company EBITDA
(1)
|
|
108
|
|
|
167
|
|
|
115
|
|
|||
Company EBITDA attributable to others
(2)
|
|
(475
|
)
|
|
(232
|
)
|
|
(214
|
)
|
|||
Company EBITDA
|
|
$
|
240
|
|
|
$
|
240
|
|
|
$
|
298
|
|
Realized disposition gain, net
(4)
|
|
244
|
|
|
57
|
|
|
40
|
|
|||
Interest expense
|
|
(202
|
)
|
|
(90
|
)
|
|
(65
|
)
|
|||
Equity accounted current taxes and interest
(1)
|
|
(17
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|||
Current income taxes
|
|
(30
|
)
|
|
(25
|
)
|
|
(49
|
)
|
|||
Company FFO attributable to others
(2)
|
|
17
|
|
|
27
|
|
|
51
|
|
|||
Company FFO
|
|
$
|
252
|
|
|
$
|
200
|
|
|
$
|
264
|
|
Depreciation and amortization
|
|
(371
|
)
|
|
(286
|
)
|
|
(257
|
)
|
|||
Realized disposition (gain)/loss recorded in prior periods
(4)
|
|
23
|
|
|
—
|
|
|
—
|
|
|||
Impairment expense, net
|
|
(39
|
)
|
|
(261
|
)
|
|
(95
|
)
|
|||
Gain on acquisition and disposition
|
|
—
|
|
|
—
|
|
|
229
|
|
|||
Other income (expenses), net
|
|
(108
|
)
|
|
(11
|
)
|
|
70
|
|
|||
Deferred income taxes
|
|
22
|
|
|
41
|
|
|
(5
|
)
|
|||
Non-cash items attributable to equity accounted investments
(1)
|
|
(22
|
)
|
|
(90
|
)
|
|
(100
|
)
|
|||
Non-cash items attributable to others
(2)
|
|
267
|
|
|
378
|
|
|
102
|
|
|||
Net income attributable to unitholders
(3)
|
|
$
|
24
|
|
|
$
|
(29
|
)
|
|
$
|
208
|
|
(1)
|
The sum of these amounts equates to equity accounted income of
$69 million
, as per our IFRS statement of operating results for year ended
December 31, 2017
, equity accounted income of
$68 million
for the year ended
December 31, 2016
and equity accounted income of
$4 million
for the year ended
December 31, 2015
.
|
(2)
|
Total cash and non-cash items attributable to the interest of others equals net income of
$191 million
, as per our IFRS statement of operating results for year ended
December 31, 2017
, net loss of
$173 million
for the year ended
December 31, 2016
and net income of
$61 million
for the year ended
December 31, 2015
.
|
(3)
|
Attributable to LP unitholders, GP unitholders, Redemption-Exchange unitholders, and Special LP unitholders post spin-off, and to parent company prior to the spin-off.
|
(4)
|
The sum of these amounts equates to net realized disposition gain of
$267 million
, as per our IFRS statement of operating results for year ended
December 31, 2017
, net realized disposition gain of
$57 million
for the year ended
December 31, 2016
and net realized disposition gain of
$269 million
for the year ended
December 31, 2015
.
|
|
|
Years ended December 31
|
||||||
(US$ Millions)
|
|
2017
|
|
2016
|
||||
Limited partners
|
|
$
|
1,585
|
|
|
$
|
1,206
|
|
General partner
|
|
—
|
|
|
—
|
|
||
Non-controlling interests attributable to:
|
|
|
|
|
|
|
||
Redemption-Exchange Units, Preferred Shares and Special LP Units held by Brookfield
|
|
1,453
|
|
|
1,295
|
|
||
Equity attributable to unitholders
(1)
|
|
$
|
3,038
|
|
|
$
|
2,501
|
|
83
|
Brookfield Business Partners
|
(US$ Millions)
|
|
Business
Services
|
|
Construction
Services
|
|
Industrial
Operations
|
|
Energy
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
December 31, 2017
|
|
$
|
448
|
|
|
$
|
959
|
|
|
$
|
661
|
|
|
$
|
660
|
|
|
$
|
310
|
|
|
$
|
3,038
|
|
December 31, 2016
|
|
$
|
357
|
|
|
$
|
877
|
|
|
$
|
372
|
|
|
$
|
344
|
|
|
$
|
551
|
|
|
$
|
2,501
|
|
(1)
|
Attributable to parent company prior to the spin-off on June 20, 2016, and to limited partnership unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders post spin-off.
For the year ended
December 31, 2017
, equity is also attributable to preferred shareholders and Special LP unitholders.
|
(US$ Millions)
|
|
Business
Services
|
|
Construction
Services
|
|
Industrial
Operations
|
|
Energy
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
December 31, 2017
|
|
$
|
1,178
|
|
|
$
|
12
|
|
|
$
|
1,693
|
|
|
$
|
382
|
|
|
$
|
—
|
|
|
$
|
3,265
|
|
December 31, 2016
|
|
$
|
472
|
|
|
$
|
7
|
|
|
$
|
527
|
|
|
$
|
545
|
|
|
$
|
—
|
|
|
$
|
1,551
|
|
(US$ Millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Term loans and credit facilities
|
|
$
|
1,745
|
|
|
$
|
1,091
|
|
Project financing
|
|
449
|
|
|
—
|
|
||
Debentures
|
|
596
|
|
|
—
|
|
||
Securitization program
|
|
249
|
|
|
238
|
|
||
Senior notes
|
|
226
|
|
|
222
|
|
||
Total Borrowings
|
|
$
|
3,265
|
|
|
$
|
1,551
|
|
Brookfield Business Partners
|
84
|
85
|
Brookfield Business Partners
|
(US$ Millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Borrowings
|
|
$
|
3,265
|
|
|
$
|
1,551
|
|
Cash and cash equivalents
|
|
(1,106
|
)
|
|
(1,050
|
)
|
||
Net debt
|
|
2,159
|
|
|
501
|
|
||
Total equity
|
|
6,064
|
|
|
4,038
|
|
||
Total capital and net debt
|
|
$
|
8,223
|
|
|
$
|
4,539
|
|
Net debt to capitalization ratio
|
|
26.3
|
%
|
|
11.0
|
%
|
|
|
Year Ended December 31,
|
||||||||||
(US$ Millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows provided by operating activities
|
|
$
|
290
|
|
|
$
|
229
|
|
|
$
|
332
|
|
Cash flows provided by (used in) investing activities
|
|
(1,595
|
)
|
|
(96
|
)
|
|
(2,094
|
)
|
|||
Cash flows provided by (used in) financing activities
|
|
1,353
|
|
|
586
|
|
|
1,971
|
|
|||
Effect of foreign exchange rates on cash
|
|
8
|
|
|
(15
|
)
|
|
(18
|
)
|
|||
Cash reclassified as held for sale
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|||
|
|
$
|
56
|
|
|
$
|
696
|
|
|
$
|
191
|
|
Brookfield Business Partners
|
86
|
87
|
Brookfield Business Partners
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
(US$ Millions)
|
|
OCI
|
|
Net income
|
|
OCI
|
|
Net income
|
|
OCI
|
|
Net income
|
||||||||||||
USD/AUD
|
|
$
|
(88
|
)
|
|
$
|
—
|
|
|
$
|
(55
|
)
|
|
$
|
—
|
|
|
$
|
(79
|
)
|
|
$
|
—
|
|
USD/BRL
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
USD/CDN
|
|
(37
|
)
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
||||||
USD/Other
|
|
(9
|
)
|
|
(20
|
)
|
|
(3
|
)
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
Brookfield Business Partners
|
88
|
89
|
Brookfield Business Partners
|
Brookfield Business Partners
|
90
|
91
|
Brookfield Business Partners
|
Brookfield Business Partners
|
92
|
|
|
Net Investment Hedges
|
||||||||||||||||||||||||||
(US$ Millions)
|
|
USD
|
|
CAD
|
|
AUD
|
|
BRL
|
|
GBP
|
|
EUR
|
|
Other
|
||||||||||||||
Net Equity
|
|
$
|
1,217
|
|
|
$
|
628
|
|
|
$
|
541
|
|
|
$
|
371
|
|
|
$
|
128
|
|
|
$
|
103
|
|
|
$
|
50
|
|
Foreign Currency Hedges — US$
|
|
380
|
|
|
(257
|
)
|
|
(104
|
)
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
|
Payments as at December 31, 2017
|
||||||||||||||||||
(US$ Millions)
|
|
Total
|
|
Less than
One Year
|
|
One-Two
Years
|
|
Three-Five
Years
|
|
Thereafter
|
||||||||||
Borrowings
|
|
$
|
3,285
|
|
|
$
|
825
|
|
|
$
|
801
|
|
|
$
|
1,075
|
|
|
$
|
584
|
|
Finance lease obligations
|
|
17
|
|
|
11
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|||||
Operating leases
|
|
648
|
|
|
107
|
|
|
85
|
|
|
182
|
|
|
274
|
|
|||||
Interest expense
|
|
79
|
|
|
32
|
|
|
23
|
|
|
24
|
|
|
—
|
|
|||||
Decommissioning liabilities
|
|
928
|
|
|
7
|
|
|
3
|
|
|
9
|
|
|
909
|
|
|||||
Pension obligations
|
|
125
|
|
|
12
|
|
|
12
|
|
|
36
|
|
|
65
|
|
|||||
Obligations under agreements
|
|
218
|
|
|
34
|
|
|
24
|
|
|
101
|
|
|
59
|
|
|||||
Total
|
|
$
|
5,300
|
|
|
$
|
1,028
|
|
|
$
|
952
|
|
|
$
|
1,429
|
|
|
$
|
1,891
|
|
93
|
Brookfield Business Partners
|
(1)
|
The mailing addresses for the directors are set forth under "Security Ownership".
|
(2)
|
Member of the governance and nominating committee.
|
(3)
|
Member of the audit committee.
|
(4)
|
Chair of the governance and nominating committee.
|
(5)
|
Chair of the audit committee.
|
Brookfield Business Partners
|
94
|
95
|
Brookfield Business Partners
|
Name
|
|
Age
|
|
Years of
Experience
|
|
Years at
Brookfield
|
|
Position with one of the Service Providers
|
|||
Cyrus Madon
|
|
52
|
|
|
29
|
|
|
19
|
|
|
Chief Executive Officer
|
Craig J. Laurie
|
|
46
|
|
|
23
|
|
|
20
|
|
|
Chief Financial Officer
|
Brookfield Business Partners
|
96
|
•
|
the dissolution of our company;
|
•
|
any material amendment to our Master Services Agreement, our Limited Partnership Agreement or the Holding LP Limited Partnership Agreement;
|
•
|
any material service agreement or other arrangement pursuant to which Brookfield will be paid a fee, or other consideration other than any agreement or arrangement contemplated by our Master Services Agreement;
|
•
|
co-investments by us with Brookfield;
|
•
|
acquisitions by us from, and dispositions by us to, Brookfield;
|
•
|
any other material transaction involving us and Brookfield; and
|
•
|
termination of, or any determinations regarding indemnification under, our Master Services Agreement.
|
97
|
Brookfield Business Partners
|
•
|
our accounting and financial reporting processes;
|
•
|
the integrity and audits of our financial statements;
|
•
|
our compliance with legal and regulatory requirements; and
|
•
|
the qualifications, performance and independence of our independent accountants.
|
Brookfield Business Partners
|
98
|
99
|
Brookfield Business Partners
|
Brookfield Business Partners
|
100
|
101
|
Brookfield Business Partners
|
|
|
Units Outstanding
|
|
|
|||||
Name and Address
|
|
Units Owned
|
|
Percentage
|
|
|
|||
Brookfield Asset Management Inc.
|
|
|
|
|
|
|
|||
Suite 300, Brookfield Place, 181 Bay Street
|
|
|
|
|
|
|
|||
Toronto, Ontario M5J 2T3
|
|
87,879,747
|
|
|
68.0
|
%
|
|
(1
|
)
|
Partners Limited
|
|
|
|
|
|
|
|||
Suite 400, 51 Yonge Street
|
|
|
|
|
|
|
|||
Toronto, Ontario M5E 1J1
|
|
89,613,876
|
|
|
69.3
|
%
|
|
(2
|
)
|
(1)
|
Consists of 24,784,250 units and 63,095,497 redemption-exchange units. In addition, Brookfield has an indirect general partnership interest in the BPP General Partner. See also the information contained in this Form 20-F under Item 10.B., "Memorandum and Articles of Association—Description of our Units and our Limited Partnership Agreement".
|
(2)
|
Partners Limited is a corporation whose principal business mandate is to hold shares of Brookfield, directly or indirectly, for the long-term. Partners Limited owns all of Brookfield's Class B Limited Voting Shares entitling it to appoint one-half of the Board of Directors of Brookfield. In addition, Partners Limited owns 49% of the general partner units of Partners Value Investments LP. Partners Limited may be deemed to be the beneficial owner of 89,613,876 of our units, constituting approximately 69.3% of the issued and outstanding units, assuming that all of the redemption-exchange units are exchanged for our units pursuant to the Redemption-Exchange Mechanism described in Item 10.B "Description of the Holding LP Limited Partnership Agreement—Redemption-Exchange Mechanism." This amount includes 1,716,780 of our units beneficially held by Partners Value Investments LP. Partners Limited may be deemed to have the power (together with each of Brookfield and Partners Value Investments LP) to vote or direct the vote of the units beneficially owned by it or to dispose of such units other than 17,349 of our units with respect to which Partners Limited has sole voting and investment power.
|
Brookfield Business Partners
|
102
|
•
|
providing overall strategic advice to the applicable Service Recipients including advising with respect to the expansion of their business into new markets;
|
•
|
identifying, evaluating and recommending to the Service Recipients acquisitions or dispositions from time to time and, where requested to do so, assisting in negotiating the terms of such acquisitions or dispositions;
|
•
|
recommending and, where requested to do so, assisting in the raising of funds whether by way of debt, equity or otherwise, including the preparation, review or distribution of any prospectus or offering memorandum in respect thereof and assisting with communications support in connection therewith;
|
•
|
recommending to the Service Recipients suitable candidates to serve on the boards of directors or their equivalent governing bodies of the operating businesses;
|
•
|
making recommendations with respect to the exercise of any voting rights to which the Service Recipients are entitled in respect of the operating businesses;
|
•
|
making recommendations with respect to the payment of dividends or other distributions by the Service Recipients, including distributions by our company to our unitholders;
|
103
|
Brookfield Business Partners
|
•
|
monitoring and/or oversight of the applicable Service Recipient's accountants, legal counsel and other accounting, financial or legal advisors and technical, commercial, marketing and other independent experts, including making recommendations with respect to, and supervising the making of all tax elections, determinations and designations, the timely calculation and payment of taxes payable and the filing of all tax returns due, by each Service Recipient, and overseeing the preparation of the Service Recipients' annual consolidated financial statements and quarterly interim financial statements;
|
•
|
making recommendations in relation to and effecting, when requested to do so, the entry into insurance of each Service Recipient's assets, together with other insurances against other risks, including directors and officers insurance as the relevant Service Provider and the relevant board of directors or its equivalent governing body may from time to time agree;
|
•
|
arranging for individuals to carry out the functions of principal executive, accounting and financial officers for our company only for purposes of applicable securities laws; and
|
•
|
providing individuals to act as senior officers of the Service Recipients as agreed from time to time, subject to the approval of the relevant board of directors or its equivalent governing body.
|
Brookfield Business Partners
|
104
|
•
|
any of the Service Providers defaults in the performance or observance of any material term, condition or covenant contained in the agreement in a manner that results in material harm to the Service Recipients and the default continues unremedied for a period of 30 days after written notice of the breach is given to such Service Provider;
|
•
|
any of the Service Providers engages in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service Recipients;
|
•
|
any of the Service Providers is grossly negligent in the performance of its obligations under the agreement and such gross negligence results in material harm to the Service Recipients; or
|
•
|
certain events relating to the bankruptcy or insolvency of each of the Service Providers.
|
105
|
Brookfield Business Partners
|
Brookfield Business Partners
|
106
|
107
|
Brookfield Business Partners
|
Brookfield Business Partners
|
108
|
109
|
Brookfield Business Partners
|
•
|
in originating and recommending acquisition opportunities, Brookfield has significant discretion to determine the suitability of opportunities for us and to allocate such opportunities to us or to itself or third parties;
|
•
|
because of the scale of our typical acquisitions and because our strategy includes completing acquisitions through consortium or partnership arrangements with pension funds and other financial sponsors, we will likely make co-acquisitions with Brookfield and Brookfield-sponsored funds or Brookfield-sponsored or co-sponsored consortiums and partnerships involving third party investors to whom Brookfield will owe fiduciary duties, which it does not owe to us;
|
•
|
the same professionals within Brookfield's organization who are involved in acquisitions that are suitable for us are responsible for the consortiums and partnerships referred to above, as well as having other responsibilities within Brookfield's broader asset management business. Limits on the availability of such individuals will likewise result in a limitation on the availability of acquisition opportunities for us;
|
•
|
there may be circumstances where Brookfield will determine that an acquisition opportunity is not suitable for us because of the fit with our acquisition strategy, limits arising due to regulatory or tax considerations, limits on our financial capacity or because of the immaturity of the target assets and Brookfield is entitled to pursue the acquisition on its own behalf rather than offering us the opportunity to make the acquisition;
|
•
|
where Brookfield has made an acquisition, it may transfer it to us at a later date after the assets have been developed or we have obtained sufficient financing;
|
•
|
our relationship with Brookfield involves a number of arrangements pursuant to which Brookfield provides various services, access to financing arrangements and originates acquisition opportunities, and circumstances may arise in which these arrangements will need to be amended or new arrangements will need to be entered into;
|
•
|
as our arrangements with Brookfield were effectively determined by Brookfield in the context of the spin-off, they may contain terms that are less favorable than those which otherwise might have been negotiated between unrelated parties;
|
•
|
Brookfield is generally entitled to share in the returns generated by our operations, which could create an incentive for it to assume greater risks when making decisions than it otherwise would in the absence of such arrangements;
|
•
|
Brookfield is permitted to pursue other business activities and provide services to third parties that compete directly with our business and activities without providing us with an opportunity to participate, which could result in the allocation of Brookfield's resources, personnel and acquisition opportunities to others who compete with us;
|
•
|
Brookfield does not owe our company or our unitholders any fiduciary duties, which may limit our recourse against it; and
|
•
|
the liability of Brookfield and its directors is limited under our arrangements with them, and we have agreed to indemnify Brookfield and its directors against claims, liabilities, losses, damages, costs or expenses which they may face in connection with those arrangements, which may lead them to assume greater risks when making decisions than they otherwise would if such decisions were being made solely for its own account, or may give rise to legal claims for indemnification that are adverse to the interests of our unitholders.
|
Brookfield Business Partners
|
110
|
111
|
Brookfield Business Partners
|
•
|
our company will only rely on the exemption in Part 4 of National Instrument 71-102—
Continuous Disclosure and Other Exemptions Relating to Foreign Issuers
;
|
•
|
our company will not rely on any exemption from the disclosure regime applicable to foreign private issuers under U.S. securities laws;
|
•
|
our company will file its financial statements pursuant to Part 4 of National Instrument 51-102—
Continuous Disclosure Obligations
, or NI 51-102, except that our company does not have to comply with the conditions in section 4.2 of NI 51-102 if it files such financial statements on or before the date that it is required to file its prospectus with the SEC;
|
•
|
our company will file an interim financial report as set out in Part 4 of NI 51-102 and the management's discussion and analysis as set out in Part 5 of NI 51-102 for each period commencing on the first day of the financial year and ending nine, six or three months before the end of the financial year;
|
•
|
our company will file a material change report as set out in Part 7 of NI 51-102 in respect of any material change in the affairs of our company that is not reported or filed by our company on SEC Form 6-K; and
|
•
|
our company will include in any prospectus filed by our company financial statements or other information about any acquisition that would have been or would be a significant acquisition for the purposes of Part 8 of NI 51-102 that our company has completed, or has progressed to a state where a reasonable person would believe that the likelihood of our company completing the acquisition is high if the inclusion of the financial statements is necessary for the prospectus to contain full, true and plain disclosure of all material facts relating to the securities being distributed. The requirement to include financial statements or other information will be satisfied by including or incorporating by reference: (a) the financial statements or other information as set out in Part 8 of NI 51-102, or (b) satisfactory alternative financial statements or other information, unless at least nine months of the operations of the acquired business or related businesses are incorporated into our company's current annual financial statements included or incorporated by reference in the prospectus.
|
Brookfield Business Partners
|
112
|
Period
|
|
High
|
|
Low
|
||||
May 31, 2016 to December 31, 2016
|
|
C$
|
42.75
|
|
|
C$
|
23.41
|
|
January 1, 2017 to December 31, 2017
|
|
C$
|
44.20
|
|
|
C$
|
31.29
|
|
Period
|
|
High
|
|
Low
|
||||
May 31, 2016 to December 31, 2016
|
|
$
|
31.02
|
|
|
$
|
18.01
|
|
January 1, 2017 to December 31, 2017
|
|
$
|
34.72
|
|
|
$
|
23.66
|
|
113
|
Brookfield Business Partners
|
Period
|
|
High
|
|
Low
|
||||
May 31, 2016 to June 30, 2016
|
|
C$
|
42.75
|
|
|
C$
|
23.41
|
|
July 1, 2016 to September 30, 2016
|
|
C$
|
35.00
|
|
|
C$
|
23.95
|
|
October 1, 2016 to December 31, 2016
|
|
C$
|
35.92
|
|
|
C$
|
29.35
|
|
January 1, 2017 to March 31, 2017
|
|
C$
|
34.75
|
|
|
C$
|
31.29
|
|
April 1, 2017 to June 30, 2017
|
|
C$
|
38.11
|
|
|
C$
|
32.13
|
|
July 1, 2017 to September 30, 2017
|
|
C$
|
38.84
|
|
|
C$
|
34.75
|
|
October 1, 2017 to December 31, 2017
|
|
C$
|
44.20
|
|
|
C$
|
36.35
|
|
Period
|
|
High
|
|
Low
|
||||
May 31, 2016 to June 30, 2016
|
|
$
|
31.02
|
|
|
$
|
18.01
|
|
July 1, 2016 to September 30, 2016
|
|
$
|
26.87
|
|
|
$
|
18.31
|
|
October 1, 2016 to December 31, 2016
|
|
$
|
26.86
|
|
|
$
|
21.72
|
|
January 1, 2017 to March 31, 2017
|
|
$
|
26.50
|
|
|
$
|
23.66
|
|
April 1, 2017 to June 30, 2017
|
|
$
|
27.87
|
|
|
$
|
24.15
|
|
July 1, 2017 to September 30, 2017
|
|
$
|
31.78
|
|
|
$
|
27.05
|
|
October 1, 2017 to December 31, 2017
|
|
$
|
34.72
|
|
|
$
|
29.00
|
|
Period
|
|
High
|
|
Low
|
|
Volume
|
|||||
2017
|
|
|
|
|
|
|
|||||
September
|
|
C$
|
38.60
|
|
|
C$
|
36.00
|
|
|
1,812,884
|
|
October
|
|
C$
|
38.46
|
|
|
C$
|
36.35
|
|
|
1,283,174
|
|
November
|
|
C$
|
40.46
|
|
|
C$
|
37.45
|
|
|
1,399,299
|
|
December
|
|
C$
|
44.20
|
|
|
C$
|
38.80
|
|
|
1,810,976
|
|
2018
|
|
|
|
|
|
|
|||||
January
|
|
C$
|
49.34
|
|
|
C$
|
43.00
|
|
|
2,198,924
|
|
February
|
|
C$
|
48.32
|
|
|
C$
|
43.80
|
|
|
1,592,707
|
|
March (March 1 to March 8)
|
|
C$
|
46.85
|
|
|
C$
|
43.36
|
|
|
271,503
|
|
Brookfield Business Partners
|
114
|
Period
|
|
High
|
|
Low
|
|
Volume
|
|||||
2017
|
|
|
|
|
|
|
|||||
September
|
|
$
|
31.78
|
|
|
$
|
29.01
|
|
|
659,197
|
|
October
|
|
$
|
29.98
|
|
|
$
|
29.00
|
|
|
265,057
|
|
November
|
|
$
|
31.50
|
|
|
$
|
29.71
|
|
|
321,326
|
|
December
|
|
$
|
34.72
|
|
|
$
|
30.98
|
|
|
190,878
|
|
2018
|
|
|
|
|
|
|
|||||
January
|
|
$
|
40.00
|
|
|
$
|
34.19
|
|
|
327,197
|
|
February
|
|
$
|
39.00
|
|
|
$
|
34.19
|
|
|
325,482
|
|
March (March 1 to March 8)
|
|
$
|
36.09
|
|
|
$
|
33.80
|
|
|
42,478
|
|
115
|
Brookfield Business Partners
|
Brookfield Business Partners
|
116
|
117
|
Brookfield Business Partners
|
1.
|
enlarge the obligations of any limited partner without its consent, except that any amendment that would have a material adverse effect on the rights or preferences of any class of partnership interests in relation to other classes of partnership interests may be consented to or approved by at least a majority of the type or class of partnership interests so affected; or
|
2.
|
enlarge the obligations of, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by our company to the BBU General Partner or any of its affiliates without the consent of the BBU General Partner, which may be given or withheld in its sole discretion.
|
Brookfield Business Partners
|
118
|
1.
|
a change in the name of our company, the location of our registered office or our registered agent;
|
2.
|
the admission, substitution or withdrawal of partners in accordance with our Limited Partnership Agreement;
|
3.
|
a change that the BBU General Partner determines is reasonable and necessary or appropriate for our company to qualify or to continue our company's qualification as an exempted limited partnership under the laws of Bermuda or a partnership in which the limited partners have limited liability under the laws of any jurisdiction, or is necessary or advisable in the opinion of the BBU General Partner to ensure that our company will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes;
|
4.
|
an amendment that the BBU General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation;
|
5.
|
an amendment that is necessary, in the opinion of our counsel, to prevent our company or the BBU General Partner or its directors or officers from in any manner being subjected to the provisions of the U.S.
Investment Company Act of 1940
, as amended (the "Investment Company Act"), or similar legislation in other jurisdictions;
|
6.
|
an amendment that the BBU General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of partnership interests or options, rights, warrants or appreciation rights relating to partnership securities;
|
7.
|
any amendment expressly permitted in our Limited Partnership Agreement to be made by the BBU General Partner acting alone;
|
8.
|
any amendment that the BBU General Partner determines in its sole discretion to be necessary or appropriate to reflect and account for the formation by our company of, or its investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by our Limited Partnership Agreement;
|
9.
|
a change in our company's fiscal year and related changes; or
|
10.
|
any other amendments substantially similar to any of the matters described in (1) through (9) above.
|
1.
|
do not adversely affect our company's limited partners considered as a whole (including any particular class of partnership interests as compared to other classes of partnership interests) in any material respect;
|
2.
|
are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any governmental agency or judicial authority;
|
3.
|
are necessary or appropriate to facilitate the trading of our units or to comply with any rule, regulation, guideline or requirement of any securities exchange on which our units or any other partnership interests are or will be listed for trading;
|
4.
|
are necessary or appropriate for any action taken by the BBU General Partner relating to splits or combinations of units under the provisions of our Limited Partnership Agreement; or
|
5.
|
are required to effect the intent expressed in the final registration statement and prospectus filed in connection with the spin-off or the intent of the provisions of our Limited Partnership Agreement or are otherwise contemplated by our Limited Partnership Agreement.
|
119
|
Brookfield Business Partners
|
Brookfield Business Partners
|
120
|
121
|
Brookfield Business Partners
|
Brookfield Business Partners
|
122
|
123
|
Brookfield Business Partners
|
•
|
executed our Limited Partnership Agreement and become bound by the terms thereof;
|
•
|
granted an irrevocable power of attorney to the BBU General Partner or the liquidator of our company and any officer thereof to act as such partner's agent and attorney-in-fact to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices: (i) all certificates, documents or other instruments relating to the existence or qualification of our company as an exempted limited partnership (or a partnership in which the limited partners have limited liability) in Bermuda and in all jurisdictions in which our company may conduct activities and affairs or own property; any amendment, change, modification or restatement of our Limited Partnership Agreement, subject to the requirements of our Limited Partnership Agreement; the dissolution and liquidation of our company; the admission or withdrawal of any partner of our company or any capital contribution of any partner of our company; the determination of the rights, preferences and privileges of any class or series of units or other partnership interests of our company, and any tax election with any limited partner or general partner on behalf of our company or its partners; and (ii) subject to the requirements of our Limited Partnership Agreement, all ballots, consents, approvals, waivers, certificates, documents and other instruments necessary or appropriate, in the sole discretion of the BBU General Partner or the liquidator of our company, to make, evidence, give, confirm or ratify any voting consent, approval, agreement or other action that is made or given by our company's partners or is consistent with the terms of our Limited Partnership Agreement or to effectuate the terms or intent of our Limited Partnership Agreement;
|
•
|
made the consents and waivers contained in our Limited Partnership Agreement, including with respect to the approval of the transactions and agreements entered into in connection with our formation and the spin-off; and
|
•
|
ratified and confirmed all contracts, agreements, assignments and instruments entered into on behalf of our company in accordance with our Limited Partnership Agreement, including the granting of any charge or security interest over the assets of our company and the assumption of any indebtedness in connection with the affairs of our company.
|
Brookfield Business Partners
|
124
|
125
|
Brookfield Business Partners
|
•
|
first, 100% of any available cash to our company until our company has been distributed an amount equal to our expenses and outlays for the quarter properly incurred;
|
•
|
second, to the extent distributions in respect of redemption-exchange units have accrued in previous quarters (as described below), 100% to all the holders of redemption-exchange units pro rata in proportion to their respective percentage interests (which will be calculated using redemption-exchange units only) of all amounts that have been accrued in previous quarters and not yet recovered;
|
•
|
third, to the extent that incentive distributions have been deferred in previous quarters, 100% to the holder of the Special LP Units of all amounts that have been accrued in previous quarters and not yet recovered;
|
•
|
fourth, to all owners of the Holding LP's partnership interests, pro rata to their percentage interests up to the amount per unit of the then regular quarterly distribution (currently $0.0625 per unit) for such quarter;
|
•
|
fifth, 100% to the holder of the Special LP Units until an amount equal to the incentive distribution amount (see below for an explanation of the calculation of the incentive distribution amount) for the preceding quarter has been distributed provided that for any quarter in which our company determines that there is insufficient cash to pay the incentive distribution, our company may elect to pay all or a portion of this distribution in redemption-exchange units or may elect to defer all or a portion of the amount distributable for payment from available cash in future quarters; and
|
•
|
thereafter, any available cash then remaining to the owners of the Holding LP's partnership interests, pro rata to their percentage interests.
|
Brookfield Business Partners
|
126
|
•
|
first, 100% to our company until our company has received an amount equal to the excess of: (i) the amount of our outlays and expenses incurred during the term of the Holding LP; over (ii) the aggregate amount of distributions received by our company pursuant to the first tier of the Regular Distribution Waterfall during the term of the Holding LP;
|
•
|
second, 100% to the partners of the Holding LP, in proportion to their respective amounts of unrecovered capital in the Holding LP;
|
•
|
third, to the extent that incentive distributions have been deferred in previous quarters, 100% to the holder of the Special LP Units of all amounts that have been accrued in previous quarters and not yet recovered;
|
•
|
fourth, to all owners of the Holding LP's partnership interests, pro rata to their percentage interests up to the amount per unit of the then regular quarterly distribution (currently $0.0625 per unit) for such quarter;
|
•
|
fifth, 100% to the holder of the Special LP Units until an amount equal to the incentive distribution amount (see above for an explanation of the calculation of the incentive distribution amount) for the preceding quarter has been distributed; and
|
•
|
thereafter, any available cash then remaining to the owners of the Holding LP's partnership interests, pro rata to their percentage interests.
|
127
|
Brookfield Business Partners
|
1.
|
enlarge the obligations of any limited partner of the Holding LP without its consent, except that any amendment that would have a material adverse effect on the rights or preferences of any class of partnership interests in relation to other classes of partnership interests may be approved by at least a majority of the type or class of partnership interests so affected; or
|
2.
|
enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Holding LP to the BBU General Partner or any of its affiliates without the consent of the BBU General Partner which may be given or withheld in its sole discretion.
|
1.
|
a change in the name of the Holding LP, the location of the Holding LP's registered office or the Holding LP's registered agent;
|
2.
|
the admission, substitution, withdrawal or removal of partners in accordance with the Holding LP Limited Partnership Agreement;
|
3.
|
a change that our company determines is reasonable and necessary or appropriate for the Holding LP to qualify or to continue its qualification as an exempted limited partnership under the laws of Bermuda or a partnership in which the limited partners have limited liability under the laws of any jurisdiction, or is necessary or advisable in the opinion of our company to ensure that the Holding LP will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes;
|
4.
|
an amendment that our company determines to be necessary or appropriate to address certain changes in tax regulations, legislation or interpretation;
|
5.
|
an amendment that is necessary, in the opinion of counsel, to prevent the Holding LP or our company or its directors or officers, from in any manner being subjected to the provisions of the Investment Company Act or similar legislation in other jurisdictions;
|
Brookfield Business Partners
|
128
|
6.
|
an amendment that our company determines in its sole discretion to be necessary or appropriate for the creation, authorization or issuance of any class or series of partnership interests or options, rights, warrants or appreciation rights relating to partnership interests;
|
7.
|
any amendment expressly permitted in the Holding LP Limited Partnership Agreement to be made by our company acting alone;
|
8.
|
any amendment that our company determines in its sole discretion to be necessary or appropriate to reflect and account for the formation or ownership by the Holding LP of, or its investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by the Holding LP Limited Partnership Agreement;
|
9.
|
a change in the Holding LP's fiscal year and related changes;
|
10.
|
any amendment concerning the computation or allocation of specific items of income, gain, expense or loss among the partners that, in the sole discretion of our company, is necessary or appropriate to: (i) comply with the requirements of applicable law; (ii) reflect the partners' interests in the Holding LP; or (iii) consistently reflect the distributions made by the Holding LP to the partners pursuant to the terms of the Holding LP Limited Partnership Agreement;
|
11.
|
any amendment that our company determines in its sole discretion to be necessary or appropriate to address any statute, rule, regulation, notice, or announcement that affects or could affect the U.S. federal income tax treatment of any allocation or distribution related to any interest of our company in the profits of the Holding LP; or
|
12.
|
any other amendments substantially similar to any of the matters described in (1) through (11) above.
|
1.
|
do not adversely affect the Holding LP limited partners considered as a whole (including any particular class of partnership interests as compared to other classes of partnership interests) in any material respect;
|
2.
|
are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding directive, order, ruling or regulation of any governmental agency or judicial authority;
|
3.
|
are necessary or appropriate for any action taken by our company relating to splits or combinations or units or partnership interests under the provisions of the Holding LP Limited Partnership Agreement; or
|
4.
|
are required to effect the intent expressed in the final registration and prospectus filed in connection with the spin-off or the intent of the provisions of the Holding LP Limited Partnership Agreement or are otherwise contemplated by the Holding LP Limited Partnership Agreement.
|
129
|
Brookfield Business Partners
|
Brookfield Business Partners
|
130
|
131
|
Brookfield Business Partners
|
Brookfield Business Partners
|
132
|
1.
|
Master Services Agreement, dated June 1, 2016, by and among Brookfield Asset Management, the Service Recipients and the Service Providers described under the heading Item 7.B., "Related Party Transactions—Our Master Services Agreement";
|
2.
|
Relationship Agreement, dated June 1, 2016, by and among Brookfield Asset Management, our company, the Holding LP, the Holding Entities and the Service Providers described under the heading Item 7.B., "Related Party Transactions—Relationship Agreement";
|
3.
|
Registration Rights Agreement, dated June 1, 2016, between our company and Brookfield Asset Management described under the heading Item 7.B., "Related Party Transactions—Registration Rights Agreement";
|
4.
|
Credit Agreement, dated October 19, 2017, between BGIS US Inc. as lender, our company as guarantor and Holding LP, CanHoldco, Bermuda Holdco and US Holdco as borrowers described under the heading Item 7.B., "Related Party Transactions-Credit Facilities";
|
5.
|
Amended and Restated Limited Partnership Agreement of our company, dated May 31, 2016, described under the heading Item 10.B., "Memorandum and Articles of Association—Description of our Units and our Limited Partnership Agreement";
|
6.
|
Amended and Restated Limited Partnership Agreement of Holding LP, dated May 31, 2016, described under the heading Item 10.B., "Description of the Holding LP Limited Partnership Agreement";
|
7.
|
Voting Agreement, dated June 1, 2016, by and among Brookfield Asset Management, Brookfield CanGP Limited, Brookfield Canadian GP LP and CanHoldco described under the heading Item 7.B., "Related Party Transactions—Voting Agreements"; and
|
8.
|
Trade-Mark Sublicense Agreement, dated May 24, 2016, by and among Brookfield Asset Management Holdings Ltd., our company, and the Holding LP.
|
133
|
Brookfield Business Partners
|
Brookfield Business Partners
|
134
|
135
|
Brookfield Business Partners
|
Brookfield Business Partners
|
136
|
137
|
Brookfield Business Partners
|
Brookfield Business Partners
|
138
|
139
|
Brookfield Business Partners
|
Brookfield Business Partners
|
140
|
141
|
Brookfield Business Partners
|
Brookfield Business Partners
|
142
|
143
|
Brookfield Business Partners
|
Brookfield Business Partners
|
144
|
(i)
|
the name, address and taxpayer identification number of the beneficial owner and the nominee;
|
(ii)
|
whether the beneficial owner is (a) a person that is not a U.S. person, (b) a foreign government, an international organization, or any wholly-owned agency or instrumentality of either of the foregoing, or (c) a tax-exempt entity;
|
(iii)
|
the amount and description of units held, acquired, or transferred for the beneficial owner; and
|
(iv)
|
specific information including the dates of acquisitions and transfers, means of acquisitions and transfers and acquisition cost for purchases, as well as the amount of net proceeds from sales.
|
145
|
Brookfield Business Partners
|
Brookfield Business Partners
|
146
|
147
|
Brookfield Business Partners
|
Brookfield Business Partners
|
148
|
149
|
Brookfield Business Partners
|
Brookfield Business Partners
|
150
|
151
|
Brookfield Business Partners
|
Brookfield Business Partners
|
152
|
153
|
Brookfield Business Partners
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||||||||
(US$ Millions)
|
|
USD
|
|
%
|
|
USD
|
|
%
|
||||||
Audit fees
(1)
|
|
$
|
8.1
|
|
|
78
|
%
|
|
$
|
7.5
|
|
|
90
|
%
|
Audit-related fees
(2)
|
|
1.7
|
|
|
17
|
%
|
|
0.5
|
|
|
6
|
%
|
||
Tax fees
(3)
|
|
0.5
|
|
|
5
|
%
|
|
0.3
|
|
|
4
|
%
|
||
Total
|
|
$
|
10.3
|
|
|
100
|
%
|
|
$
|
8.3
|
|
|
100
|
%
|
(1)
|
Audit fees include fees for services that would normally be provided by the external auditor in connection with statutory and regulatory filings or engagements, including fees for services necessary to perform an audit or review in accordance with generally accepted auditing standards. This category also includes services that generally only the external auditor reasonably can provide, including comfort letters, statutory audits, attest services, consents and assistance with and review of certain documents filed with securities regulatory authorities.
|
(2)
|
Audit-related fees are for assurance and related services, such as due diligence services, that traditionally are performed by the external auditor. More specifically, these services include, among others: employee benefit plan audits, accounting consultations and audits in connection with acquisitions, attest services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards.
|
(3)
|
Tax fees are principally for assistance in tax compliance and tax advisory services.
|
Brookfield Business Partners
|
154
|
155
|
Brookfield Business Partners
|
|
|
|
|
Number
|
|
Description
|
|
1.1
|
|
|
|
1.2
|
|
|
|
1.3
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
|
4.7
|
|
|
|
8.1
|
|
|
List of subsidiaries of Brookfield Business Partners L.P. (incorporated by reference to Item 4.C., Organizational Structure)
|
12.1
|
|
|
|
12.2
|
|
|
|
13.1
|
|
|
|
13.2
|
|
|
|
15.1
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
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(1)
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Filed as an exhibit to Amendment No. 3 to the Registration Statement on Form F-1 on February 26, 2016 and incorporated herein by reference.
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(2)
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Incorporated by reference to the company's Current Report on Form 6-K filed on June 22, 2016.
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Brookfield Business Partners
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156
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BROOKFIELD BUSINESS PARTNERS L.P.
, by its general
partner,
BROOKFIELD BUSINESS PARTNERS LIMITED
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By:
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/s/
Jane Sheere
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Name:
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Jane Sheere
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Title:
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Secretary
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Date: March 9, 2018
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157
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Brookfield Business Partners
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Page
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Consolidated financial statements for Brookfield Business Partners L.P. as at December 31, 2017 and 2016 and for each of the years in the three-years ended December 31, 2017
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|
F-1
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Brookfield Business Partners
|
F-1
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Page
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F-2
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Brookfield Business Partners
|
F-3
|
Brookfield Business Partners
|
Brookfield Business Partners
|
F-4
|
F-5
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
Notes
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|
December 31, 2017
|
|
December 31, 2016
|
|||||
Assets
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
4
|
|
|
$
|
1,106
|
|
|
$
|
1,050
|
|
Financial assets
|
|
5
|
|
|
361
|
|
|
433
|
|
||
Accounts and other receivable, net
|
|
6
|
|
|
3,454
|
|
|
1,703
|
|
||
Inventory, net
|
|
7
|
|
|
1,068
|
|
|
229
|
|
||
Assets held for sale
|
|
8
|
|
|
14
|
|
|
264
|
|
||
Other assets
|
|
9
|
|
|
430
|
|
|
397
|
|
||
Current assets
|
|
|
|
|
6,433
|
|
|
4,076
|
|
||
Financial assets
|
|
5
|
|
|
423
|
|
|
106
|
|
||
Accounts and other receivable, net
|
|
6
|
|
|
908
|
|
|
94
|
|
||
Other assets
|
|
9
|
|
|
79
|
|
|
21
|
|
||
Property, plant and equipment
|
|
11
|
|
|
2,530
|
|
|
2,096
|
|
||
Deferred income tax assets
|
|
18
|
|
|
174
|
|
|
111
|
|
||
Intangible assets
|
|
12
|
|
|
3,094
|
|
|
371
|
|
||
Equity accounted investments
|
|
14
|
|
|
609
|
|
|
166
|
|
||
Goodwill
|
|
13
|
|
|
1,554
|
|
|
1,152
|
|
||
Total assets
|
|
27
|
|
|
$
|
15,804
|
|
|
$
|
8,193
|
|
Liabilities and equity
|
|
|
|
|
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|||||
Accounts payable and other
|
|
15
|
|
|
$
|
4,865
|
|
|
$
|
2,079
|
|
Liabilities associated with assets held for sale
|
|
8
|
|
|
—
|
|
|
66
|
|
||
Borrowings
|
|
17
|
|
|
825
|
|
|
411
|
|
||
Current liabilities
|
|
|
|
|
5,690
|
|
|
2,556
|
|
||
Accounts payable and other
|
|
15
|
|
|
773
|
|
|
378
|
|
||
Borrowings
|
|
17
|
|
|
2,440
|
|
|
1,140
|
|
||
Deferred income tax liabilities
|
|
18
|
|
|
837
|
|
|
81
|
|
||
Total liabilities
|
|
|
|
|
$
|
9,740
|
|
|
$
|
4,155
|
|
Equity
|
|
|
|
|
|
|
|||||
Limited partners
|
|
19
|
|
|
$
|
1,585
|
|
|
$
|
1,206
|
|
Non-controlling interests attributable to:
|
|
|
|
|
|
|
|||||
Redemption-Exchange Units, Preferred Shares and Special Limited Partnership Units held by Brookfield Asset Management Inc.
|
|
19
|
|
|
1,453
|
|
|
1,295
|
|
||
Interest of others in operating subsidiaries
|
|
10
|
|
|
3,026
|
|
|
1,537
|
|
||
Total equity
|
|
|
|
|
6,064
|
|
|
4,038
|
|
||
Total liabilities and equity
|
|
|
|
|
$
|
15,804
|
|
|
$
|
8,193
|
|
F-6
|
Brookfield Business Partners
|
(US$ MILLIONS, except per unit amounts)
|
|
Notes
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Revenues
|
|
27
|
|
|
$
|
22,823
|
|
|
$
|
7,960
|
|
|
$
|
6,753
|
|
Direct operating costs
|
|
7, 21
|
|
|
(21,876
|
)
|
|
(7,386
|
)
|
|
(6,132
|
)
|
|||
General and administrative expenses
|
|
27
|
|
|
(340
|
)
|
|
(269
|
)
|
|
(224
|
)
|
|||
Depreciation and amortization expense
|
|
27
|
|
|
(371
|
)
|
|
(286
|
)
|
|
(257
|
)
|
|||
Interest expense
|
|
27
|
|
|
(202
|
)
|
|
(90
|
)
|
|
(65
|
)
|
|||
Equity accounted income, net
|
|
14
|
|
|
69
|
|
|
68
|
|
|
4
|
|
|||
Impairment expense, net
|
|
5, 7, 11, 13
|
|
|
(39
|
)
|
|
(261
|
)
|
|
(95
|
)
|
|||
Gain on acquisitions/dispositions, net
|
|
3, 5, 8
|
|
|
267
|
|
|
57
|
|
|
269
|
|
|||
Other income (expenses), net
|
|
3
|
|
|
(108
|
)
|
|
(11
|
)
|
|
70
|
|
|||
Income (loss) before income tax
|
|
|
|
|
223
|
|
|
(218
|
)
|
|
323
|
|
|||
Income tax (expense) recovery
|
|
|
|
|
|
|
|
|
|||||||
Current
|
|
18
|
|
|
(30
|
)
|
|
(25
|
)
|
|
(49
|
)
|
|||
Deferred
|
|
18
|
|
|
22
|
|
|
41
|
|
|
(5
|
)
|
|||
Net income (loss)
|
|
|
|
|
$
|
215
|
|
|
$
|
(202
|
)
|
|
$
|
269
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|||||||
Limited partners
(1)
|
|
|
|
|
$
|
(58
|
)
|
|
$
|
3
|
|
|
$
|
—
|
|
Brookfield Asset Management Inc.
(2)
|
|
|
|
|
—
|
|
|
(35
|
)
|
|
208
|
|
|||
Non-controlling interests attributable to:
|
|
|
|
|
|
|
|
|
|||||||
Redemption-Exchange Units held by Brookfield Asset Management Inc.
(1)
|
|
|
|
|
(60
|
)
|
|
3
|
|
|
—
|
|
|||
Special Limited Partners
|
|
19
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|||
Interest of others in operating subsidiaries
|
|
|
|
|
191
|
|
|
(173
|
)
|
|
61
|
|
|||
|
|
|
|
|
$
|
215
|
|
|
$
|
(202
|
)
|
|
$
|
269
|
|
Basic and diluted earnings per limited partner unit
|
|
19
|
|
|
$
|
(1.04
|
)
|
|
$
|
0.06
|
|
|
|
(1)
|
For the periods subsequent to June 20, 2016.
|
(2)
|
For the periods prior to June 20, 2016.
|
F-7
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
Notes
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
|
|
$
|
215
|
|
|
$
|
(202
|
)
|
|
$
|
269
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||
Items that may be reclassified subsequently to profit or loss:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation
|
|
|
$
|
127
|
|
|
$
|
37
|
|
|
$
|
(309
|
)
|
Available-for-sale securities
|
5
|
|
8
|
|
|
166
|
|
|
(98
|
)
|
|||
Net investment and cash flow hedges
|
4
|
|
(25
|
)
|
|
(3
|
)
|
|
23
|
|
|||
Equity accounted investment
|
14
|
|
(5
|
)
|
|
(79
|
)
|
|
85
|
|
|||
Taxes on the above items
|
18
|
|
(1
|
)
|
|
6
|
|
|
(9
|
)
|
|||
|
|
|
104
|
|
|
127
|
|
|
(308
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
Items that will not be reclassified subsequently to profit or loss:
|
|
|
|
|
|
|
|
||||||
Revaluation of pension obligations
|
29
|
|
5
|
|
|
6
|
|
|
(1
|
)
|
|||
Total other comprehensive income (loss)
|
|
|
109
|
|
|
133
|
|
|
(309
|
)
|
|||
Comprehensive income (loss)
|
|
|
$
|
324
|
|
|
$
|
(69
|
)
|
|
$
|
(40
|
)
|
Attributable to:
|
|
|
|
|
|
|
|
||||||
Limited partners
(1)
|
|
|
$
|
(29
|
)
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
Brookfield Asset Management Inc.
(2)
|
|
|
—
|
|
|
15
|
|
|
45
|
|
|||
Non-controlling interests attributable to:
|
|
|
|
|
|
|
|
||||||
Redemption-Exchange Units held by Brookfield Asset Management Inc.
(1)
|
|
|
(28
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Special Limited Partners
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|||
Interest of others in operating subsidiaries
|
|
|
239
|
|
|
(74
|
)
|
|
(85
|
)
|
|||
|
|
|
$
|
324
|
|
|
$
|
(69
|
)
|
|
$
|
(40
|
)
|
(1)
|
For the periods subsequent to June 20, 2016.
|
(2)
|
For the periods prior to June 20, 2016.
|
F-8
|
Brookfield Business Partners
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Brookfield Asset Management Inc.
|
|
Limited Partners
|
|
Redemption-Exchange Units held by
Brookfield Asset Management Inc.
|
|
Special Limited Partners
|
|
Preferred Shares
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
(US$ MILLIONS)
|
Equity
|
Accumulated
other
comprehensive
income
(loss)
(1)
|
Brookfield
Asset
Management
Inc.
|
|
Capital
|
Retained
earnings
|
Accumulated
other
comprehensive
income
(loss)
(1)
|
Limited
Partners
|
|
Capital
|
Retained
earnings
|
Accumulated
other
comprehensive
income
(loss)
(1)
|
Redemption-
Exchange
Units
|
|
Retained Earnings
|
|
Capital
|
|
Interest of
others in
operating
subsidiaries
|
|
Total
Equity
|
||||||||||||||||||||||||||||||
Balance as at January 1, 2017
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
1,345
|
|
$
|
2
|
|
$
|
(141
|
)
|
$
|
1,206
|
|
|
$
|
1,474
|
|
$
|
3
|
|
$
|
(197
|
)
|
$
|
1,280
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
1,537
|
|
|
$
|
4,038
|
|
Net income (loss)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(58
|
)
|
—
|
|
(58
|
)
|
|
—
|
|
(60
|
)
|
—
|
|
(60
|
)
|
|
142
|
|
|
—
|
|
|
191
|
|
|
215
|
|
|||||||||||||||
Other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
29
|
|
29
|
|
|
—
|
|
—
|
|
32
|
|
32
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
109
|
|
|||||||||||||||
Total comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(58
|
)
|
29
|
|
(29
|
)
|
|
—
|
|
(60
|
)
|
32
|
|
(28
|
)
|
|
142
|
|
|
—
|
|
|
239
|
|
|
324
|
|
|||||||||||||||
Contributions
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||||||||||||
Distributions
(2)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(15
|
)
|
—
|
|
(15
|
)
|
|
—
|
|
(16
|
)
|
—
|
|
(16
|
)
|
|
(142
|
)
|
|
—
|
|
|
(388
|
)
|
|
(561
|
)
|
|||||||||||||||
Acquisition of Interest
(3)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,639
|
|
|
1,639
|
|
|||||||||||||||
Unit Issuance
(2)
|
—
|
|
—
|
|
—
|
|
|
421
|
|
—
|
|
—
|
|
421
|
|
|
200
|
|
—
|
|
—
|
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
621
|
|
|||||||||||||||
Other
|
—
|
|
—
|
|
—
|
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(2
|
)
|
|||||||||||||||
Balance as at December 31, 2017
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
1,766
|
|
$
|
(69
|
)
|
$
|
(112
|
)
|
$
|
1,585
|
|
|
$
|
1,674
|
|
$
|
(71
|
)
|
$
|
(165
|
)
|
$
|
1,438
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
3,026
|
|
|
$
|
6,064
|
|
Balance as at January 1, 2016
|
$
|
2,147
|
|
$
|
(360
|
)
|
$
|
1,787
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,297
|
|
|
$
|
3,084
|
|
Net income (loss)
|
(35
|
)
|
—
|
|
(35
|
)
|
|
—
|
|
3
|
|
—
|
|
3
|
|
|
—
|
|
3
|
|
—
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(173
|
)
|
|
(202
|
)
|
|||||||||||||||
Other comprehensive income (loss)
|
—
|
|
50
|
|
50
|
|
|
—
|
|
—
|
|
(8
|
)
|
(8
|
)
|
|
—
|
|
—
|
|
(8
|
)
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
99
|
|
|
133
|
|
|||||||||||||||
Total comprehensive income (loss)
|
(35
|
)
|
50
|
|
15
|
|
|
—
|
|
3
|
|
(8
|
)
|
(5
|
)
|
|
—
|
|
3
|
|
(8
|
)
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
(69
|
)
|
|||||||||||||||
Contributions
|
78
|
|
—
|
|
78
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
456
|
|
|
534
|
|
|||||||||||||||
Distributions
|
(18
|
)
|
—
|
|
(18
|
)
|
|
—
|
|
(6
|
)
|
—
|
|
(6
|
)
|
|
—
|
|
(6
|
)
|
—
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(70
|
)
|
|||||||||||||||
Net increase (decrease) in Brookfield Asset Management Inc. investment
|
13
|
|
(8
|
)
|
5
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
58
|
|
|||||||||||||||
Ownership Changes
(4)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
5
|
|
(2
|
)
|
3
|
|
|
—
|
|
6
|
|
(2
|
)
|
4
|
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
(148
|
)
|
|||||||||||||||
Unit Issuance
(2)
|
—
|
|
—
|
|
—
|
|
|
192
|
|
—
|
|
—
|
|
192
|
|
|
192
|
|
—
|
|
—
|
|
192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
384
|
|
|||||||||||||||
Reorganization
(5)
|
(2,185
|
)
|
318
|
|
(1,867
|
)
|
|
1,153
|
|
—
|
|
(131
|
)
|
1,022
|
|
|
1,282
|
|
—
|
|
(187
|
)
|
1,095
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
265
|
|
|||||||||||||||
Balance as at December 31, 2016
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
1,345
|
|
$
|
2
|
|
$
|
(141
|
)
|
$
|
1,206
|
|
|
$
|
1,474
|
|
$
|
3
|
|
$
|
(197
|
)
|
$
|
1,280
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
1,537
|
|
|
$
|
4,038
|
|
F-9
|
Brookfield Business Partners
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Brookfield Asset Management Inc.
|
|
Limited Partners
|
|
Redemption-Exchange Units held by
Brookfield Asset Management Inc. |
|
Special Limited Partners
|
|
Preferred Shares
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
(US$ MILLIONS)
|
Equity
|
Accumulated
other
comprehensive
income
(loss)
(1)
|
Brookfield
Asset Management Inc. |
|
Capital
|
Retained
earnings |
Accumulated
other
comprehensive
income
(loss)
(1)
|
Limited
Partners |
|
Capital
|
Retained
earnings |
Accumulated
other
comprehensive
income
(loss)
(1)
|
Redemption-
Exchange Units |
|
Retained Earnings
|
|
Preferred
shareholder's capital |
|
Interest of
others in operating subsidiaries |
|
Total
Equity |
||||||||||||||||||||||||||||||
Balance as at January 1, 2015
|
$
|
1,705
|
|
$
|
(205
|
)
|
$
|
1,500
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
635
|
|
|
$
|
2,135
|
|
Net income (loss)
|
208
|
|
—
|
|
208
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
269
|
|
|||||||||||||||
Other comprehensive income (loss)
|
—
|
|
(163
|
)
|
(163
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
(309
|
)
|
|||||||||||||||
Total comprehensive income (loss)
|
208
|
|
(163
|
)
|
45
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
(40
|
)
|
|||||||||||||||
Contributions
|
566
|
|
—
|
|
566
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
858
|
|
|
1,424
|
|
|||||||||||||||
Distributions
|
(404
|
)
|
—
|
|
(404
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(253
|
)
|
|
(657
|
)
|
|||||||||||||||
Net increase (decrease) in Brookfield Asset Management Inc. investment
|
72
|
|
8
|
|
80
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|
222
|
|
|||||||||||||||
Balance as at December 31, 2015
|
$
|
2,147
|
|
$
|
(360
|
)
|
$
|
1,787
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,297
|
|
|
$
|
3,084
|
|
(1)
|
See Note 20 for additional information.
|
(2)
|
See Note 19 for additional information on distributions as it relates to the Special Limited Partners and for additional information on the unit issuance.
|
(3)
|
See Note 3 Acquisition of Businesses.
|
(4)
|
See Note 14 for additional information on ownership changes as it relates to interest of others in operating subsidiaries
|
(5)
|
See Note 1(b) and 2(b) for details regarding the spin-off and reorganization.
|
F-10
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
Notes
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
|
|
$
|
215
|
|
|
$
|
(202
|
)
|
|
$
|
269
|
|
Adjusted for the following items:
|
|
|
|
|
|
|
|
|
||||||
Equity accounted income, net
|
|
|
|
(69
|
)
|
|
(68
|
)
|
|
(4
|
)
|
|||
Impairment expense, net
|
|
5, 7, 11, 13
|
|
39
|
|
|
261
|
|
|
95
|
|
|||
Depreciation and amortization expense
|
|
|
|
371
|
|
|
286
|
|
|
257
|
|
|||
Gain on acquisitions/dispositions, net
|
|
3, 5, 8
|
|
(267
|
)
|
|
(57
|
)
|
|
(269
|
)
|
|||
Provisions and other items
|
|
|
|
114
|
|
|
41
|
|
|
(81
|
)
|
|||
Deferred income tax expense (recovery)
|
|
18
|
|
(22
|
)
|
|
(41
|
)
|
|
5
|
|
|||
Changes in non-cash working capital, net
|
|
28
|
|
(91
|
)
|
|
9
|
|
|
60
|
|
|||
Cash from operating activities
|
|
|
|
290
|
|
|
229
|
|
|
332
|
|
|||
Financing Activities
|
|
|
|
|
|
|
|
|
||||||
Proceeds from borrowings, net
|
|
|
|
1,694
|
|
|
474
|
|
|
1,618
|
|
|||
Repayment of borrowings
|
|
|
|
(1,345
|
)
|
|
(1,008
|
)
|
|
(549
|
)
|
|||
Capital provided by limited partners and Redemption-Exchange Unitholders
|
|
19
|
|
621
|
|
|
634
|
|
|
—
|
|
|||
Capital provided by preferred shareholders
|
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|||
Capital provided by others who have interests in operating subsidiaries
|
|
|
|
897
|
|
|
456
|
|
|
977
|
|
|||
Capital provided by Brookfield Asset Management Inc.
|
|
|
|
—
|
|
|
78
|
|
|
638
|
|
|||
Distributions to limited partners and Redemption-Exchange Unitholders
|
|
|
|
(31
|
)
|
|
(12
|
)
|
|
—
|
|
|||
Distributions to Special Limited Partners
|
|
19
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to others who have interests in operating subsidiaries
|
|
|
|
(388
|
)
|
|
(40
|
)
|
|
(253
|
)
|
|||
Distributions to Brookfield Asset Management Inc.
|
|
|
|
—
|
|
|
(11
|
)
|
|
(460
|
)
|
|||
Cash from (used in) financing activities
|
|
|
|
1,353
|
|
|
586
|
|
|
1,971
|
|
|||
Investing Activities
|
|
|
|
|
|
|
|
|
||||||
Acquisitions
|
|
|
|
|
|
|
|
|
||||||
Subsidiaries, net of cash acquired
|
|
3
|
|
(1,668
|
)
|
|
(63
|
)
|
|
(1,476
|
)
|
|||
Property, plant and equipment and intangible assets
|
|
|
|
(240
|
)
|
|
(144
|
)
|
|
(139
|
)
|
|||
Equity accounted investments
|
|
|
|
(208
|
)
|
|
—
|
|
|
(365
|
)
|
|||
Financial assets
|
|
|
|
(290
|
)
|
|
(447
|
)
|
|
(202
|
)
|
|||
Dispositions and distributions
|
|
|
|
|
|
|
|
|
||||||
Subsidiaries, net of cash disposed
|
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|||
Property, plant and equipment
|
|
|
|
17
|
|
|
22
|
|
|
58
|
|
|||
Equity accounted investments
|
|
|
|
60
|
|
|
149
|
|
|
47
|
|
|||
Financial assets
|
|
|
|
259
|
|
|
327
|
|
|
—
|
|
|||
Proceeds from sale of assets held for sale
|
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|||
Net settlement of foreign exchange hedges
|
|
|
|
(12
|
)
|
|
19
|
|
|
2
|
|
|||
Restricted cash and deposits
|
|
|
|
104
|
|
|
26
|
|
|
(19
|
)
|
|||
Cash from (used in) investing activities
|
|
|
|
(1,595
|
)
|
|
(96
|
)
|
|
(2,094
|
)
|
|||
Cash
|
|
|
|
|
|
|
|
|
||||||
Change during the period
|
|
|
|
48
|
|
|
719
|
|
|
209
|
|
|||
Impact of foreign exchange on cash
|
|
|
|
8
|
|
|
(15
|
)
|
|
(18
|
)
|
|||
Cash reclassified as assets held for sale
|
|
7
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|||
Balance, beginning of year
|
|
|
|
1,050
|
|
|
354
|
|
|
163
|
|
|||
Balance, end of year
|
|
|
|
$
|
1,106
|
|
|
$
|
1,050
|
|
|
$
|
354
|
|
F-11
|
Brookfield Business Partners
|
F-12
|
Brookfield Business Partners
|
F-13
|
Brookfield Business Partners
|
(a)
|
Basis of presentation
|
(b)
|
Continuity of interests
|
F-14
|
Brookfield Business Partners
|
(c)
|
Basis of consolidation
|
(d)
|
Redemption-exchange units
|
(e)
|
Preferred shares and Special Limited Partner units
|
(f)
|
Interests in other entities
|
(i)
|
Subsidiaries
|
F-15
|
Brookfield Business Partners
|
Defined Name
|
|
Name of entity
|
|
Country of incorporation
|
|
Voting interest (%)
|
|
Economic interest (%)
|
||||||||
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||
Business Services
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial advisory services business
|
|
BFIN
|
|
Canada
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Residential real estate services business
|
|
Brookfield RPS Limited
|
|
Canada
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Construction Services
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Construction services business
|
|
Multiplex
|
|
Australia
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
F-16
|
Brookfield Business Partners
|
Defined Name
|
|
Name of entity
|
|
Country of incorporation
|
|
Voting interest (%)
|
|
Economic interest (%)
|
||||||||
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||
Business Services
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Condominium management services business
|
|
Crossbridge Condominium Services Ltd.
|
|
Canada
|
|
90
|
%
|
|
80
|
%
|
|
90
|
%
|
|
80
|
%
|
IT storage facilities management business
|
|
WatServ
|
|
Canada
|
|
75
|
%
|
|
75
|
%
|
|
75
|
%
|
|
75
|
%
|
Fuel marketing business
|
|
BG Fuels
|
|
Canada
|
|
100
|
%
|
|
—
|
|
|
26
|
%
|
|
—
|
|
Australian facilities management business
|
|
BGIS Australia Pty Ltd.
|
|
Australia
|
|
100
|
%
|
|
100
|
%
|
|
26
|
%
|
|
26
|
%
|
Canadian facilities management business
|
|
BGIS Global Integrated Solutions Canada L.P.
|
|
Canada
|
|
100
|
%
|
|
100
|
%
|
|
26
|
%
|
|
26
|
%
|
Cold storage logistics
|
|
Nova Cold Logistics
|
|
Canada
|
|
100
|
%
|
|
100
|
%
|
|
25
|
%
|
|
25
|
%
|
Road fuel distribution business
|
|
Greenergy Fuels Holding Limited
|
|
United Kingdom
|
|
85
|
%
|
|
—
|
|
|
14
|
%
|
|
—
|
|
Industrial operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Limestone mining operations
|
|
Hammerstone Corporation
|
|
Canada
|
|
100
|
%
|
|
100
|
%
|
|
39
|
%
|
|
39
|
%
|
Graphite electrode manufacturing business
|
|
GrafTech International Ltd.
|
|
United States of America
|
|
100
|
%
|
|
100
|
%
|
|
34
|
%
|
|
34
|
%
|
Water distribution and sewage treatment company
|
|
BRK Ambiental
|
|
Brazil
|
|
70
|
%
|
|
—
|
|
|
26
|
%
|
|
—
|
|
Infrastructure support products manufacturing business
|
|
Armtec L.P.
|
|
Canada
|
|
100
|
%
|
|
100
|
%
|
|
25
|
%
|
|
25
|
%
|
Palladium mining operation
|
|
North American Palladium Ltd.
|
|
Canada
|
|
92
|
%
|
|
92
|
%
|
|
23
|
%
|
|
23
|
%
|
Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canadian well-servicing operation
|
|
CWC Energy Services Corp.
|
|
Canada
|
|
78
|
%
|
|
72
|
%
|
|
56
|
%
|
|
39
|
%
|
Canadian energy operation
|
|
Ember Resources Inc.
|
|
Canada
|
|
100
|
%
|
|
100
|
%
|
|
41
|
%
|
|
41
|
%
|
(ii)
|
Associates and joint ventures
|
F-17
|
Brookfield Business Partners
|
(g)
|
Foreign currency translation
|
(h)
|
Business combinations
|
F-18
|
Brookfield Business Partners
|
(i)
|
Cash and cash equivalents
|
(j)
|
Accounts and other receivable, net
|
(k)
|
Inventories
|
(l)
|
Renewable Transport Fuel Obligation (RTFO)
|
F-19
|
Brookfield Business Partners
|
(m)
|
Related party transactions
|
(n)
|
Property, plant and equipment, or PP&E
|
Buildings
|
Up to 50 years
|
Leasehold improvements
|
Up to 40 years but not exceeding the term of the lease
|
Machinery and equipment
|
Up to 20 years
|
Oil and gas related equipment
|
Up to 10 years
|
F-20
|
Brookfield Business Partners
|
(o)
|
Asset impairment
|
(p)
|
Intangible assets
|
F-21
|
Brookfield Business Partners
|
Water and sewage concession agreements
|
Up to 40 years
|
Computer software
|
Up to 10 years
|
Customer relationships
|
Up to 30 years
|
Patents, trademarks and proprietary technology
|
Up to 40 years
|
Product development costs
|
Up to 5 years
|
Distribution networks
|
Up to 25 years
|
Loyalty program
|
Up to 15 years
|
(q)
|
Goodwill
|
(r)
|
Revenue recognition
|
F-22
|
Brookfield Business Partners
|
•
|
Cost-plus home sale contracts: Cost-plus fee contracts primarily relate to contractual agreements where the partnership bears no risk of loss with respect to costs incurred. Under the terms of these contracts, the partnership is also generally protected against losses from changes in real estate market conditions. Revenues and related costs associated with the purchase and resale of residences are recognized on a net basis over the period in which services are provided.
|
•
|
Fixed fee home sale contracts: the partnership earns a fixed fee based upon a percentage of the acquisition cost of the residential property. This fee revenue is recognized when the home is acquired as substantially all services have been performed at this time. At the same time, all closing costs and any expected loss on sale of the applicable property are accrued. The revenues and expenses related to these contracts are recorded on a gross basis.
|
•
|
Home referral fees: These are earned primarily from real estate brokers associated with home sale transactions. The referral fee is recognized upon the binding agreement date of a real estate transaction or when the property is sold.
|
•
|
The fees and related costs related to providing real estate, road fuel distribution and marketing, facilities management, logistics or other services are recognized over the period in which the services are provided.
|
F-23
|
Brookfield Business Partners
|
(s)
|
Contract work in progress
|
(t)
|
Financial instruments and hedge accounting
|
|
Classification
|
|
Measurement
|
|
Statement of Financial Position Account
|
Financial assets
|
|
|
|
|
|
Cash and cash equivalents
|
Loans and receivables
|
|
Amortized cost
|
|
Cash and cash equivalents
|
Accounts receivable
|
Loans and receivables / FVTPL
(1)
|
|
Amortized cost / Fair value
|
|
Accounts and other receivable, net
|
Restricted cash and
deposits
|
Loans and receivables
|
|
Amortized cost
|
|
Financial assets
|
Equity securities designated as available-for-sale ("AFS")
|
AFS
|
|
Fair Value
|
|
Financial assets
|
Derivative Assets
|
FVTPL
(1)
|
|
Fair Value
|
|
Financial assets
|
Other financial assets
|
Loans and Receivables / AFS
|
|
Amortized cost / Fair value
|
|
Financial assets
|
Financial liabilities
|
|
|
|
|
|
Borrowings
|
Other liabilities
|
|
Amortized cost
|
|
Borrowings
|
Accounts payable and other
|
Other liabilities
|
|
Amortized cost
|
|
Accounts payable and other
|
Derivative liabilities
|
FVTPL
(1)
|
|
Fair value
|
|
Accounts payable and other
|
F-24
|
Brookfield Business Partners
|
(u)
|
Fair value measurement
|
F-25
|
Brookfield Business Partners
|
Level 1 -
|
Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
|
Level 2 -
|
Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset’s or liability’s anticipated life.
|
Level 3 -
|
Inputs are unobservable and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs in determining the estimate.
|
(v)
|
Income taxes
|
F-26
|
Brookfield Business Partners
|
(w)
|
Provisions
|
(x)
|
Pensions and other post-employment benefits
|
F-27
|
Brookfield Business Partners
|
(y)
|
Assets held for sale
|
(z)
|
Critical accounting judgments and key sources of estimation uncertainty
|
F-28
|
Brookfield Business Partners
|
F-29
|
Brookfield Business Partners
|
(aa)
|
Earnings (loss) per Limited Partnership Unit
|
(ab)
|
Leases
|
F-30
|
Brookfield Business Partners
|
(ac)
|
Segments
|
(ad)
|
Future Changes in Accounting Policies
|
F-31
|
Brookfield Business Partners
|
(ae)
|
New Accounting Policies Adopted
|
F-32
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
Business Services
(1)
|
|
Industrial Operations
(1)
|
|
Energy
(1)
|
||||||
Cash
|
$
|
198
|
|
|
$
|
383
|
|
|
$
|
12
|
|
Contingent consideration
|
13
|
|
|
—
|
|
|
—
|
|
|||
Total Consideration
(2)
|
$
|
211
|
|
|
$
|
383
|
|
|
$
|
12
|
|
|
|
|
|
|
|
||||||
(US$ MILLIONS)
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
39
|
|
|
$
|
296
|
|
|
$
|
—
|
|
Accounts receivable and other
|
1,248
|
|
|
978
|
|
|
—
|
|
|||
Inventory
|
690
|
|
|
10
|
|
|
—
|
|
|||
Equity accounted investments
|
122
|
|
|
109
|
|
|
—
|
|
|||
Property, plant and equipment
|
264
|
|
|
200
|
|
|
39
|
|
|||
Intangible assets
|
403
|
|
|
2,467
|
|
|
—
|
|
|||
Goodwill
|
325
|
|
|
17
|
|
|
—
|
|
|||
Deferred income tax assets
|
9
|
|
|
50
|
|
|
—
|
|
|||
Financial assets
|
106
|
|
|
—
|
|
|
—
|
|
|||
Other assets
|
—
|
|
|
65
|
|
|
—
|
|
|||
Acquisition gain
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||
Accounts payable and other
|
(1,885
|
)
|
|
(227
|
)
|
|
—
|
|
|||
Borrowings
|
(210
|
)
|
|
(1,468
|
)
|
|
—
|
|
|||
Deferred income tax liabilities
|
(58
|
)
|
|
(746
|
)
|
|
(2
|
)
|
|||
Net assets acquired before non-controlling interest
|
1,053
|
|
|
1,751
|
|
|
30
|
|
|||
Non-controlling interest
(3) (4)
|
(842
|
)
|
|
(1,368
|
)
|
|
(18
|
)
|
|||
Net Assets Acquired
|
$
|
211
|
|
|
$
|
383
|
|
|
$
|
12
|
|
(1)
|
The initial fair values of all acquired assets, liabilities and goodwill for this acquisition have been determined on a preliminary basis at the end of the reporting period.
|
(2)
|
Excludes consideration attributable to non-controlling interest, which represents the interest of others in operating subsidiaries.
|
(3)
|
Non‑controlling interest recognized on business combinations, were measured at fair value for Business Services and Energy.
|
(4)
|
Non‑controlling interest recognized on business combinations, were measured at the proportionate share of fair value of the assets acquired and liabilities assumed for Industrial Operations.
|
F-33
|
Brookfield Business Partners
|
F-34
|
Brookfield Business Partners
|
F-35
|
Brookfield Business Partners
|
(b)
|
Acquisitions completed in 2016
|
(US$ MILLIONS)
|
Business Services
|
||
Total Consideration
|
$
|
19
|
|
|
|
||
(US$ MILLIONS)
|
|
||
Net working capital
|
$
|
1
|
|
Intangible assets
|
36
|
|
|
Goodwill
|
39
|
|
|
Net assets acquired before non-controlling interest
|
76
|
|
|
Non-controlling interest
(1)
|
(57
|
)
|
|
Net Assets Acquired
|
$
|
19
|
|
F-36
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
FVTPL
|
|
Available for
sale securities
|
|
Loans and
Receivables/
Other Liabilities
|
|
Total
|
||||||||
MEASUREMENT BASIS
|
|
(Fair Value)
|
|
(Fair Value
through OCI)
|
|
(Amortized
Cost)
|
|
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,106
|
|
|
$
|
1,106
|
|
Accounts receivable, net (current and non-current)
(1)
|
|
50
|
|
|
—
|
|
|
4,312
|
|
|
4,362
|
|
||||
Other assets (current and non-current)
(2)
|
|
—
|
|
|
—
|
|
|
195
|
|
|
195
|
|
||||
Financial assets (current and non-current)
(3)
|
|
116
|
|
|
429
|
|
|
239
|
|
|
784
|
|
||||
Total
|
|
$
|
166
|
|
|
$
|
429
|
|
|
$
|
5,852
|
|
|
$
|
6,447
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable and other
(4)
|
|
$
|
159
|
|
|
—
|
|
|
$
|
3,766
|
|
|
$
|
3,925
|
|
|
Borrowings (current and non-current)
|
|
—
|
|
|
—
|
|
|
3,265
|
|
|
3,265
|
|
||||
Total
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
7,031
|
|
|
$
|
7,190
|
|
(1)
|
Accounts receivable recognized at fair value relates to our mining business.
|
(2)
|
Excludes prepayments and other assets of
$314 million
.
|
(3)
|
Refer to Hedging Activities in note 4(a) below.
|
(4)
|
Excludes provisions, decommissioning liabilities, deferred revenue, work in progress, post-employment benefits and various tax and duties of
$1,713 million
.
|
F-37
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
FVTPL
|
|
Available for
sale securities
|
|
Loans and
Receivables/
Other Liabilities
|
|
Total
|
||||||||
MEASUREMENT BASIS
|
|
(Fair Value)
|
|
(Fair Value
through OCI)
|
|
(Amortized
Cost)
|
|
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,050
|
|
|
$
|
1,050
|
|
Accounts receivable, net (current and non-current)
(1)
|
|
42
|
|
|
—
|
|
|
1,755
|
|
|
1,797
|
|
||||
Other assets (current and non-current)
(2)
|
|
—
|
|
|
—
|
|
|
309
|
|
|
309
|
|
||||
Financial assets (current and non-current)
(3)
|
|
34
|
|
|
432
|
|
|
73
|
|
|
539
|
|
||||
Total
|
|
$
|
76
|
|
|
$
|
432
|
|
|
$
|
3,187
|
|
|
$
|
3,695
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable and other
(4)
|
|
$
|
32
|
|
|
—
|
|
|
$
|
2,222
|
|
|
$
|
2,254
|
|
|
Borrowings (current and non-current)
|
|
—
|
|
|
—
|
|
|
1,551
|
|
|
1,551
|
|
||||
Total
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
3,773
|
|
|
$
|
3,805
|
|
(1)
|
Accounts receivable recognized at fair value relates to our mining business.
|
(2)
|
Excludes prepayments and other assets of
$109 million
.
|
(3)
|
Refer to Hedging Activities in note 4(a) below.
|
(4)
|
Excludes provisions and decommissioning liabilities of
$203 million
.
|
(a)
|
Hedging activities
|
F-38
|
Brookfield Business Partners
|
(b)
|
Fair Value Hierarchical Levels — financial instruments
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
(US$ MILLIONS)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common shares
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
192
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
||||||
Loans and notes receivable
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Derivative assets
|
|
15
|
|
|
66
|
|
|
34
|
|
|
—
|
|
|
23
|
|
|
9
|
|
||||||
Other financial assets
|
|
—
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
—
|
|
|
91
|
|
||||||
|
|
$
|
222
|
|
|
$
|
116
|
|
|
$
|
257
|
|
|
$
|
335
|
|
|
$
|
65
|
|
|
$
|
108
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative liabilities
|
|
$
|
30
|
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
—
|
|
Other financial liabilities
|
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
30
|
|
|
$
|
65
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
—
|
|
F-39
|
Brookfield Business Partners
|
(US$ MILLIONS)
Type of asset/liability
|
|
Carrying value December 31,
2017 |
|
Valuation technique(s)
|
|
Significant unobservable input(s)
|
|
Relationship of unobservable
input(s) to fair value
|
||
Loans and notes receivables
|
|
$
|
1
|
|
|
Expected present value
|
|
Forecasted revenue growth
|
|
Increases (decreases) in revenue growth increase (decrease) fair value
|
Derivative assets
|
|
$
|
34
|
|
|
Black-Scholes model
|
|
Volatility
|
|
Increases (decreases) in volatility increase (decrease) fair value
|
Other financial assets - secured debentures
|
|
$
|
176
|
|
|
Discounted cash flows
|
|
Cash flows
|
|
Increases (decreases) in future cash flows increase (decrease) fair value
|
Other financial assets - available-for-sale equity instruments
|
|
$
|
35
|
|
|
Private share trade comparables
|
|
Private share trades
|
|
Increases (decreases) in private share trade prices increase (decrease) fair value
|
Other financial assets - available-for-sale debt instruments
|
|
$
|
11
|
|
|
Discounted cash flows
|
|
Cash flows
|
|
Increases (decreases) in future cash flows increase (decrease) fair value
|
Other financial liabilities
|
|
$
|
64
|
|
|
Scenario-based expected present value
|
|
Forecasted EBITDA of acquired entities
|
|
Increases (decreases) in forecasted EBITDA increase (decrease) fair value
|
(US$ MILLIONS)
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
$
|
108
|
|
|
$
|
8
|
|
Fair value change recorded in net income
|
(18
|
)
|
|
10
|
|
||
Fair value change recorded in other comprehensive income
|
11
|
|
|
—
|
|
||
Additions
(1)
|
164
|
|
|
97
|
|
||
Disposals
|
(8
|
)
|
|
(7
|
)
|
||
Balance at end of period
|
$
|
257
|
|
|
$
|
108
|
|
(1)
|
In 2017,
$34 million
of the additions relate to available-for-sale equity instruments assumed on the acquisition of Greenergy,
$39 million
of the additions relate to warrants acquired by the partnership as part of its investment in Teekay Offshore, and
$91 million
relates to a secured debenture investment in a homebuilding company. In 2016,
$25 million
of the additions relate to other financial assets that were received as a result of one of the partnership’s investments emerging from bankruptcy,
$66 million
relates to a secured debenture investment in a homebuilding company and the remaining
$6 million
relates to a note receivable from the sale of certain assets.
|
(c)
|
Offsetting of financial assets and liabilities
|
F-40
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
Current
|
|
|
|
|
||||
Marketable securities
(1)
|
|
$
|
207
|
|
|
$
|
335
|
|
Restricted cash
|
|
68
|
|
|
71
|
|
||
Derivative contracts
|
|
75
|
|
|
23
|
|
||
Loans and notes receivable
|
|
11
|
|
|
4
|
|
||
Total current
|
|
$
|
361
|
|
|
$
|
433
|
|
Non-current
|
|
|
|
|
||||
Marketable securities
(1)
|
|
$
|
1
|
|
|
$
|
—
|
|
Restricted cash
|
|
11
|
|
|
—
|
|
||
Derivative contracts
|
|
7
|
|
|
9
|
|
||
Loans and notes receivable
|
|
150
|
|
|
6
|
|
||
Other financial assets
(2)
|
|
254
|
|
|
91
|
|
||
Total non-current
|
|
$
|
423
|
|
|
$
|
106
|
|
(1)
|
During the year ended
December 31, 2017
the partnership recognized
$49 million
(
2016
:
$57 million
), of net gains on disposition of marketable securities.
|
(2)
|
Other financial assets includes secured debentures to homebuilding companies in our business services segment.
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
Current, net
|
|
$
|
3,454
|
|
|
$
|
1,703
|
|
Non-current, net
|
|
|
|
|
||||
Retainer on customer contracts
|
|
197
|
|
|
94
|
|
||
Billing rights
|
|
711
|
|
|
—
|
|
||
Total Non-current, net
|
|
$
|
908
|
|
|
$
|
94
|
|
Total
|
|
$
|
4,362
|
|
|
$
|
1,797
|
|
F-41
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Allowance for doubtful accounts - beginning
|
|
$
|
7
|
|
|
$
|
10
|
|
|
9
|
|
|
Add: increase in allowance
|
|
39
|
|
|
2
|
|
|
6
|
|
|||
Deduct: bad debt write offs
|
|
(6
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|||
Allowance for doubtful accounts - ending
|
|
$
|
40
|
|
|
$
|
7
|
|
|
$
|
10
|
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
Current
|
|
|
|
|
||||
Raw materials and consumables
|
|
$
|
138
|
|
|
$
|
75
|
|
Fuel products
(3)
|
|
612
|
|
|
—
|
|
||
Work in progress
|
|
94
|
|
|
59
|
|
||
RTFO certificates
(1)
|
|
193
|
|
|
—
|
|
||
Finished goods other
(2)
|
|
31
|
|
|
95
|
|
||
Carrying amount of inventories
|
|
$
|
1,068
|
|
|
$
|
229
|
|
(1)
|
$60 million
of RTFO certificates are held for trading and recorded at fair value. There is no externally quoted marketplace for the valuation of RTFO certificates. In order to value these contracts, the partnership has adopted a pricing methodology combining both observable inputs based on market data and assumptions developed internally based on observable market activity.
|
(2)
|
Finished goods other inventory is mainly composed of properties acquired in our real estate services business as well as some finished goods inventory in the industrials segment.
|
(3)
|
Fuel products are traded in active markets and are purchased with a view to resale in the near future. As a result, stocks of fuel products are recorded at fair value based on quoted market prices.
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Inventory obsolescence provision - balance at beginning of year
|
|
$
|
9
|
|
|
$
|
14
|
|
|
14
|
|
|
Increase (decrease) in provision due to inventory obsolescence
|
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Inventory obsolescence provision - balance at end of year
|
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
14
|
|
F-42
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
8
|
|
Accounts and other receivable, net
|
|
—
|
|
|
56
|
|
||
Inventory
|
|
—
|
|
|
75
|
|
||
Property, plant and equipment
|
|
14
|
|
|
58
|
|
||
Intangible assets and goodwill
|
|
—
|
|
|
67
|
|
||
Assets held for sale
|
|
$
|
14
|
|
|
$
|
264
|
|
|
|
|
|
|
||||
Accounts payable and other
|
|
$
|
—
|
|
|
$
|
66
|
|
Liabilities classified as held for sale
|
|
$
|
—
|
|
|
$
|
66
|
|
F-43
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
Current
|
|
|
|
|
||||
Work in progress
(1)
|
|
$
|
195
|
|
|
$
|
309
|
|
Prepayments and other assets
|
|
235
|
|
|
88
|
|
||
Total current
|
|
$
|
430
|
|
|
$
|
397
|
|
Non-current
|
|
|
|
|
||||
Prepayments and other assets
|
|
$
|
79
|
|
|
$
|
21
|
|
Total non-current
|
|
$
|
79
|
|
|
$
|
21
|
|
(1)
|
See Note 16 for additional information.
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||||||||||||||
|
Total
|
Profit/(loss) allocated to others ownership interest
|
|
Distributions to others ownership interest
|
|
Equity to others ownership interest
|
|||||||||||||||||||||||||||||||||
(US$ MILLIONS)
|
Current assets
|
|
Non-current assets
|
|
Current liabilities
|
|
Non-current liabilities
|
|
Revenue
|
|
Profit/(loss)
|
|
OCI
|
|
|||||||||||||||||||||||||
Business services
|
$
|
2,606
|
|
|
$
|
1,744
|
|
|
$
|
2,774
|
|
|
$
|
948
|
|
|
$
|
15,676
|
|
|
$
|
45
|
|
|
$
|
11
|
|
|
$
|
35
|
|
|
$
|
46
|
|
|
$
|
476
|
|
Industrial operations
|
1,016
|
|
|
4,820
|
|
|
582
|
|
|
2,600
|
|
|
1,646
|
|
|
15
|
|
|
(20
|
)
|
|
18
|
|
|
25
|
|
|
1,988
|
|
||||||||||
Energy
|
79
|
|
|
992
|
|
|
322
|
|
|
131
|
|
|
267
|
|
|
(19
|
)
|
|
61
|
|
|
(14
|
)
|
|
—
|
|
|
350
|
|
||||||||||
Total
|
$
|
3,701
|
|
|
$
|
7,556
|
|
|
$
|
3,678
|
|
|
$
|
3,679
|
|
|
$
|
17,589
|
|
|
$
|
41
|
|
|
$
|
52
|
|
|
$
|
39
|
|
|
$
|
71
|
|
|
$
|
2,814
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||||||||||||||
|
Total
|
Profit/(loss) allocated to others ownership interest
|
|
Distributions to others ownership interest
|
|
Equity to others ownership interest
|
|||||||||||||||||||||||||||||||||
(US$ MILLIONS)
|
Current assets
|
|
Non-current assets
|
|
Current liabilities
|
|
Non-current liabilities
|
|
Revenue
|
|
Profit/(loss)
|
|
OCI
|
|
|||||||||||||||||||||||||
Business services
|
$
|
437
|
|
|
$
|
494
|
|
|
$
|
402
|
|
|
$
|
253
|
|
|
$
|
1,347
|
|
|
$
|
25
|
|
|
$
|
5
|
|
|
$
|
15
|
|
|
$
|
8
|
|
|
$
|
198
|
|
Industrial operations
|
728
|
|
|
1,262
|
|
|
282
|
|
|
563
|
|
|
1,279
|
|
|
(226
|
)
|
|
28
|
|
|
(148
|
)
|
|
—
|
|
|
774
|
|
||||||||||
Energy
|
47
|
|
|
1,087
|
|
|
67
|
|
|
459
|
|
|
212
|
|
|
(97
|
)
|
|
14
|
|
|
(58
|
)
|
|
10
|
|
|
357
|
|
||||||||||
Total
|
$
|
1,212
|
|
|
$
|
2,843
|
|
|
$
|
751
|
|
|
$
|
1,275
|
|
|
$
|
2,838
|
|
|
$
|
(298
|
)
|
|
$
|
47
|
|
|
$
|
(191
|
)
|
|
$
|
18
|
|
|
$
|
1,329
|
|
Brookfield Business Partners
|
F-44
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||||||||||||||
|
Total
|
Profit/(loss) allocated to others ownership interest
|
|
Distributions to others ownership interest
|
|
Equity to others ownership interest
|
|||||||||||||||||||||||||||||||||
(US$ MILLIONS)
|
Current assets
|
|
Non-current assets
|
|
Current liabilities
|
|
Non-current liabilities
|
|
Revenue
|
|
Profit/(loss)
|
|
OCI
|
|
|||||||||||||||||||||||||
Business services
|
$
|
274
|
|
|
$
|
420
|
|
|
$
|
232
|
|
|
$
|
213
|
|
|
$
|
917
|
|
|
$
|
126
|
|
|
$
|
(24
|
)
|
|
$
|
15
|
|
|
$
|
13
|
|
|
$
|
152
|
|
Industrial operations
|
692
|
|
|
1,499
|
|
|
287
|
|
|
817
|
|
|
855
|
|
|
(31
|
)
|
|
(58
|
)
|
|
(18
|
)
|
|
3
|
|
|
673
|
|
||||||||||
Energy
|
54
|
|
|
1,190
|
|
|
33
|
|
|
524
|
|
|
314
|
|
|
70
|
|
|
(120
|
)
|
|
40
|
|
|
2
|
|
|
407
|
|
||||||||||
Total
|
$
|
1,020
|
|
|
$
|
3,109
|
|
|
$
|
552
|
|
|
$
|
1,554
|
|
|
$
|
2,086
|
|
|
$
|
165
|
|
|
$
|
(202
|
)
|
|
$
|
37
|
|
|
$
|
18
|
|
|
$
|
1,232
|
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
NCI related to material non-wholly owned subsidiaries
|
|
|
|
|
||||
Business services
|
|
$
|
476
|
|
|
$
|
198
|
|
Industrial operations
|
|
1,988
|
|
|
774
|
|
||
Energy
|
|
350
|
|
|
357
|
|
||
Total NCI in material non-wholly owned subsidiaries
|
|
$
|
2,814
|
|
|
$
|
1,329
|
|
Total individually immaterial NCI balances
|
|
212
|
|
|
208
|
|
||
Total NCI
|
|
$
|
3,026
|
|
|
$
|
1,537
|
|
F-45
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
Land
|
|
Building
|
|
Machinery and Equipment
|
|
Oil and Gas Properties
|
|
Mineral Property Assets
|
|
Others
|
|
Total Assets
|
||||||||||||||
Gross Carrying Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at January 1, 2016
|
|
$
|
102
|
|
|
$
|
223
|
|
|
$
|
941
|
|
|
$
|
1,362
|
|
|
$
|
250
|
|
|
$
|
81
|
|
|
$
|
2,959
|
|
Additions (cash and non-cash)
|
|
—
|
|
|
2
|
|
|
73
|
|
|
15
|
|
|
34
|
|
|
10
|
|
|
134
|
|
|||||||
Disposals (cash and non-cash)
|
|
—
|
|
|
(1
|
)
|
|
(19
|
)
|
|
(87
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(113
|
)
|
|||||||
Acquisitions through business combinations
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Transfers and assets reclassified as held for sale
(4)
|
|
(20
|
)
|
|
(65
|
)
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(197
|
)
|
|||||||
Net foreign currency exchange differences
|
|
7
|
|
|
4
|
|
|
3
|
|
|
43
|
|
|
7
|
|
|
2
|
|
|
66
|
|
|||||||
Balance at December 31, 2016
|
|
$
|
89
|
|
|
$
|
163
|
|
|
$
|
917
|
|
|
$
|
1,333
|
|
|
$
|
290
|
|
|
$
|
57
|
|
|
$
|
2,849
|
|
Additions (cash and non-cash)
|
|
—
|
|
|
24
|
|
|
105
|
|
|
19
|
|
|
29
|
|
|
18
|
|
|
195
|
|
|||||||
Disposals (cash and non-cash)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(251
|
)
|
|
—
|
|
|
(2
|
)
|
|
(275
|
)
|
|||||||
Acquisitions through business combinations
(1)
|
|
21
|
|
|
211
|
|
|
245
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
503
|
|
|||||||
Transfers and assets reclassified as held for sale
(4)
|
|
(12
|
)
|
|
(3
|
)
|
|
7
|
|
|
—
|
|
|
(7
|
)
|
|
(1
|
)
|
|
(16
|
)
|
|||||||
Net foreign currency exchange differences
|
|
5
|
|
|
2
|
|
|
58
|
|
|
80
|
|
|
23
|
|
|
1
|
|
|
169
|
|
|||||||
Balances at December 31, 2017
|
|
$
|
103
|
|
|
$
|
397
|
|
|
$
|
1,310
|
|
|
$
|
1,181
|
|
|
$
|
335
|
|
|
$
|
99
|
|
|
$
|
3,425
|
|
Accumulated Depreciation and Impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at January 1, 2016
|
|
$
|
—
|
|
|
$
|
(37
|
)
|
|
$
|
(184
|
)
|
|
$
|
(323
|
)
|
|
$
|
(9
|
)
|
|
$
|
(42
|
)
|
|
(595
|
)
|
|
Depreciation/depletion/impairment expense
|
|
—
|
|
|
(9
|
)
|
|
(90
|
)
|
|
(94
|
)
|
|
(13
|
)
|
|
(10
|
)
|
|
(216
|
)
|
|||||||
Disposals
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
14
|
|
|||||||
Transfers and assets reclassified as held for sale
(4)
|
|
—
|
|
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
59
|
|
|||||||
Net foreign currency exchange differences
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(8
|
)
|
|
—
|
|
|
(1
|
)
|
|
(15
|
)
|
|||||||
Balances at December 31, 2016
(2) (3)
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
$
|
(253
|
)
|
|
$
|
(425
|
)
|
|
$
|
(22
|
)
|
|
$
|
(24
|
)
|
|
$
|
(753
|
)
|
Depreciation/depletion/impairment expense
|
|
—
|
|
|
(15
|
)
|
|
(106
|
)
|
|
—
|
|
|
(17
|
)
|
|
(13
|
)
|
|
(151
|
)
|
|||||||
Disposals
|
|
—
|
|
|
—
|
|
|
16
|
|
|
35
|
|
|
—
|
|
|
1
|
|
|
52
|
|
|||||||
Transfers and assets reclassified as held for sale
(4)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
5
|
|
|
—
|
|
|
1
|
|
|||||||
Net foreign currency exchange differences
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(24
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(44
|
)
|
|||||||
Balances at December 31, 2017
(2) (3)
|
|
$
|
—
|
|
|
$
|
(44
|
)
|
|
$
|
(364
|
)
|
|
$
|
(414
|
)
|
|
$
|
(36
|
)
|
|
$
|
(37
|
)
|
|
$
|
(895
|
)
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2016
|
|
$
|
89
|
|
|
$
|
134
|
|
|
$
|
664
|
|
|
$
|
908
|
|
|
$
|
268
|
|
|
$
|
33
|
|
|
$
|
2,096
|
|
December 31, 2017
|
|
$
|
103
|
|
|
$
|
353
|
|
|
$
|
946
|
|
|
$
|
767
|
|
|
$
|
299
|
|
|
$
|
62
|
|
|
$
|
2,530
|
|
(1)
|
See Note 3 for additional information.
|
(2)
|
Includes accumulated impairment losses of
$6 million
(
2016
:
$6 million
) for machinery and equipment and
$57 million
(
2016
:
$86 million
) for oil and gas properties.
|
(3)
|
As at
December 31, 2017
a total of
$745 million
(
2016
:
$925 million
) of future development costs were included in the depletion calculation.
|
(4)
|
See Note 8 for additional information.
|
F-46
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
Water and sewage concession agreements
|
|
Customer relationships
|
|
Computer software, patents trademarks and proprietary technology
|
|
Loyalty program
|
|
Distribution networks and other
|
|
Total assets
|
||||||||||||
Gross Carrying Amount:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at January 1, 2016
|
$
|
—
|
|
|
$
|
371
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
628
|
|
Additions, net
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
1
|
|
|
18
|
|
||||||
Acquisitions through business combinations
(1)
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
||||||
Assets reclassified as held for sale
(3)
|
—
|
|
|
(1
|
)
|
|
(77
|
)
|
|
—
|
|
|
(52
|
)
|
|
(130
|
)
|
||||||
Net foreign currency exchange differences
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Balances at December 31, 2016
|
$
|
—
|
|
|
$
|
406
|
|
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
554
|
|
Additions, net
|
67
|
|
|
1
|
|
|
18
|
|
|
—
|
|
|
12
|
|
|
98
|
|
||||||
Acquisitions through business combinations
(1)
|
2,189
|
|
|
376
|
|
|
38
|
|
|
163
|
|
|
104
|
|
|
2,870
|
|
||||||
Disposition
|
(3
|
)
|
|
(59
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
||||||
Net foreign currency exchange differences
|
(100
|
)
|
|
6
|
|
|
10
|
|
|
—
|
|
|
(2
|
)
|
|
(86
|
)
|
||||||
Balance at December 31, 2017
|
$
|
2,153
|
|
|
$
|
730
|
|
|
$
|
172
|
|
|
$
|
163
|
|
|
$
|
142
|
|
|
$
|
3,360
|
|
Accumulated Depreciation and Impairment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at January 1, 2016
|
$
|
—
|
|
|
$
|
(107
|
)
|
|
$
|
(48
|
)
|
|
$
|
—
|
|
|
$
|
(28
|
)
|
|
$
|
(183
|
)
|
Amortization expense
|
—
|
|
|
(26
|
)
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|
(52
|
)
|
||||||
Assets reclassified as held for sale
(3)
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
29
|
|
|
52
|
|
||||||
Net foreign currency exchange differences
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2016
(2)
|
$
|
—
|
|
|
$
|
(133
|
)
|
|
$
|
(38
|
)
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
(183
|
)
|
Amortization expense
|
(57
|
)
|
|
(50
|
)
|
|
(15
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(132
|
)
|
||||||
Assets reclassified as held for sale
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net foreign currency exchange differences
|
—
|
|
|
(7
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Disposal
|
—
|
|
|
49
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
58
|
|
||||||
Balance at December 31, 2017
(2)
|
$
|
(57
|
)
|
|
$
|
(141
|
)
|
|
$
|
(46
|
)
|
|
$
|
(5
|
)
|
|
$
|
(17
|
)
|
|
$
|
(266
|
)
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2016
|
$
|
—
|
|
|
$
|
273
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
371
|
|
December 31, 2017
|
$
|
2,096
|
|
|
$
|
589
|
|
|
$
|
126
|
|
|
$
|
158
|
|
|
$
|
125
|
|
|
$
|
3,094
|
|
(1)
|
See Note 3 for additional information.
|
(2)
|
Accumulated impairment losses of $
nil
(
2016
:
$7 million
) and $
nil
(
2016
:
$3 million
) were reclassified as held for sale during
2017
for patents and trademarks and distribution networks, respectively.
No
impairment losses were reversed in
2016
or
2017
.
|
(3)
|
See Note 8 for additional information.
|
F-47
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
|
$
|
1,152
|
|
|
$
|
1,124
|
|
Acquisitions through business combinations
(1)
|
|
342
|
|
|
39
|
|
||
Impairment losses
(2)
|
|
—
|
|
|
(3
|
)
|
||
Assets reclassified as held for sale
(3)
|
|
—
|
|
|
(4
|
)
|
||
Foreign currency translation
|
|
60
|
|
|
(4
|
)
|
||
Balance at end of year
|
|
$
|
1,554
|
|
|
$
|
1,152
|
|
(1)
|
See Note 3 for additional information.
|
(2)
|
For the year ended
December 31, 2016
an impairment of goodwill of
$3 million
was recorded in one of our real estate services business.
|
(3)
|
See Note 8 for additional information.
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
Construction services
|
|
$
|
789
|
|
|
$
|
743
|
|
Business services
|
|
579
|
|
|
238
|
|
||
Industrial operations
|
|
186
|
|
|
171
|
|
||
Total
|
|
$
|
1,554
|
|
|
$
|
1,152
|
|
F-48
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
Economic interest
|
|
Voting interest
|
|
Carrying value
|
||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Business services
|
28%-67%
|
|
|
28%-60%
|
|
|
28%-60%
|
|
|
28%-50%
|
|
|
$
|
212
|
|
|
$
|
80
|
|
Construction services
|
50%-90%
|
|
|
50%-90%
|
|
|
50%-90%
|
|
|
50
|
%
|
|
1
|
|
|
1
|
|
||
Industrial operations
|
50
|
%
|
|
—
|
|
|
50
|
%
|
|
—
|
|
|
102
|
|
|
—
|
|
||
Energy
|
14%-25%
|
|
|
14
|
%
|
|
29%-60%
|
|
|
29
|
%
|
|
294
|
|
|
85
|
|
||
Total
|
|
|
|
|
|
|
|
|
$
|
609
|
|
|
$
|
166
|
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
|
$
|
166
|
|
|
$
|
492
|
|
Acquisitions through business combinations
(1)
|
|
231
|
|
|
—
|
|
||
Additions
|
|
208
|
|
|
—
|
|
||
Dispositions
(2)
|
|
—
|
|
|
(289
|
)
|
||
Share of net income
|
|
69
|
|
|
68
|
|
||
Share of other comprehensive income
|
|
(5
|
)
|
|
(79
|
)
|
||
Distributions received
|
|
(59
|
)
|
|
(25
|
)
|
||
Foreign currency translation
|
|
(1
|
)
|
|
(1
|
)
|
||
Balance at end of period
|
|
$
|
609
|
|
|
$
|
166
|
|
(1)
|
See Note 3 for additional information.
|
(2)
|
Dispositions of equity accounted investments in
2016
relates to the sell down and reorganization of our Western Australia energy operations during the year. As a result, the partnership now consolidates a smaller portion of the interest of the institutional investors resulting in a decrease in the balance of equity accounted investment and a corresponding decrease in the interest of others.
|
F-49
|
Brookfield Business Partners
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||||||||||
|
Total
|
|
Attributable to
|
||||||||||||||||||||||||||||||||
(US$ MILLIONS)
|
Current assets
|
|
Non-current assets
|
|
Total assets
|
|
Current liabilities
|
|
Non-current liabilities
|
|
Total liabilities
|
|
Total net assets
|
|
Other ownership interests
|
|
Partnership's share
(2)
|
||||||||||||||||||
Business services
|
$
|
97
|
|
|
$
|
488
|
|
|
$
|
585
|
|
|
$
|
139
|
|
|
$
|
206
|
|
|
$
|
345
|
|
|
$
|
240
|
|
|
$
|
93
|
|
|
$
|
147
|
|
Construction services
|
262
|
|
|
11
|
|
|
273
|
|
|
215
|
|
|
56
|
|
|
271
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|||||||||
Industrial operations
|
44
|
|
|
342
|
|
|
386
|
|
|
23
|
|
|
159
|
|
|
182
|
|
|
204
|
|
|
102
|
|
|
102
|
|
|||||||||
Energy
|
799
|
|
|
8,441
|
|
|
9,240
|
|
|
1,370
|
|
|
6,431
|
|
|
7,801
|
|
|
1,439
|
|
|
1,173
|
|
|
266
|
|
|||||||||
Total
|
$
|
1,202
|
|
|
$
|
9,282
|
|
|
$
|
10,484
|
|
|
$
|
1,747
|
|
|
$
|
6,852
|
|
|
$
|
8,599
|
|
|
$
|
1,885
|
|
|
$
|
1,369
|
|
|
$
|
516
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||||||||||
|
Total
|
|
Attributable to
|
||||||||||||||||||||||||||||||||
(US$ MILLIONS)
|
Current assets
|
|
Non-current assets
|
|
Total assets
|
|
Current liabilities
|
|
Non-current liabilities
|
|
Total liabilities
|
|
Total net assets
|
|
Other ownership interests
|
|
Partnership's share
(2)
|
||||||||||||||||||
Business services
|
$
|
69
|
|
|
$
|
96
|
|
|
$
|
165
|
|
|
$
|
47
|
|
|
$
|
87
|
|
|
$
|
134
|
|
|
$
|
31
|
|
|
$
|
17
|
|
|
$
|
14
|
|
Construction services
|
193
|
|
|
22
|
|
|
215
|
|
|
136
|
|
|
77
|
|
|
213
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|||||||||
Energy
(1)
|
355
|
|
|
3,784
|
|
|
4,139
|
|
|
511
|
|
|
3,292
|
|
|
3,803
|
|
|
336
|
|
|
304
|
|
|
32
|
|
|||||||||
Total
|
$
|
617
|
|
|
$
|
3,902
|
|
|
$
|
4,519
|
|
|
$
|
694
|
|
|
$
|
3,456
|
|
|
$
|
4,150
|
|
|
$
|
369
|
|
|
$
|
322
|
|
|
$
|
47
|
|
(1)
|
In April 2016, the partnership sold a
12%
interest in an Energy business for
$79 million
. The partnership also picked up a lower proportionate share in the business in
2016
resulting from a reorganization and sell down to our institutional partners. Following the sale and reorganization, the partnership continued to hold a
9%
economic interest and a
29%
voting interest, giving the partnership significant influence over the investee. Accordingly, the partnership accounts for the investments using the equity method.
|
(2)
|
Attributable to limited partner and redemption-exchange unitholders.
|
F-50
|
Brookfield Business Partners
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||||||
|
Total
|
|
Attributable to other ownership interests
|
|
Attributable
to partnership
|
||||||||||||||||||||||||||
(US$ MILLIONS)
|
Revenue
|
|
Net income
|
|
OCI
|
|
Total
|
|
Comprehensive income
|
|
Distributions
|
|
Comprehensive income
|
|
Distributions
|
||||||||||||||||
Business services
|
$
|
189
|
|
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
54
|
|
|
$
|
45
|
|
|
$
|
27
|
|
|
$
|
22
|
|
Construction services
|
208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Industrial operations
|
54
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||||||
Energy
|
1,058
|
|
|
297
|
|
|
(38
|
)
|
|
259
|
|
|
224
|
|
|
170
|
|
|
35
|
|
|
35
|
|
||||||||
Total
|
$
|
1,509
|
|
|
$
|
383
|
|
|
$
|
(38
|
)
|
|
$
|
345
|
|
|
$
|
281
|
|
|
$
|
217
|
|
|
$
|
64
|
|
|
$
|
59
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||||||
|
Total
|
|
Attributable to other ownership interests
|
|
Attributable
to partnership
|
||||||||||||||||||||||||||
(US$ MILLIONS)
|
Revenue
|
|
Net income
|
|
OCI
|
|
Total
|
|
Comprehensive income
|
|
Distributions
|
|
Comprehensive income
|
|
Distributions
|
||||||||||||||||
Business services
|
$
|
120
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
32
|
|
|
$
|
38
|
|
|
$
|
17
|
|
|
$
|
20
|
|
Construction services
|
283
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Energy
|
941
|
|
|
99
|
|
|
(138
|
)
|
|
(39
|
)
|
|
(35
|
)
|
|
17
|
|
|
(4
|
)
|
|
5
|
|
||||||||
Total
|
$
|
1,344
|
|
|
$
|
148
|
|
|
$
|
(138
|
)
|
|
$
|
10
|
|
|
$
|
(3
|
)
|
|
$
|
55
|
|
|
$
|
13
|
|
|
$
|
25
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||||||
|
Total
|
|
Attributable to other ownership interests
|
|
Attributable to partnership
|
||||||||||||||||||||||||||
(US$ MILLIONS)
|
Revenue
|
|
Net income
|
|
OCI
|
|
Total
|
|
Comprehensive income
|
|
Distributions
|
|
Comprehensive income
|
|
Distributions
|
||||||||||||||||
Business services
|
$
|
232
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
36
|
|
|
$
|
37
|
|
|
$
|
19
|
|
|
$
|
18
|
|
Construction services
|
332
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||||||
Energy
|
548
|
|
|
(37
|
)
|
|
178
|
|
|
141
|
|
|
74
|
|
|
31
|
|
|
67
|
|
|
28
|
|
||||||||
Total
|
$
|
1,112
|
|
|
$
|
21
|
|
|
$
|
178
|
|
|
$
|
199
|
|
|
$
|
110
|
|
|
$
|
68
|
|
|
$
|
89
|
|
|
$
|
46
|
|
F-51
|
Brookfield Business Partners
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
(US$ MILLIONS)
|
|
Public price
|
|
Carrying value
|
|
Public price
|
|
Carrying value
|
||||||||
Business services
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
Energy
|
|
242
|
|
|
201
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
286
|
|
|
$
|
201
|
|
|
$
|
39
|
|
|
$
|
—
|
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
Current:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,451
|
|
|
$
|
1,325
|
|
Accrued and other liabilities
(1) (2)
|
|
2,992
|
|
|
476
|
|
||
Work in progress
(3)
|
|
341
|
|
|
239
|
|
||
Provisions and decommissioning liabilities
|
|
81
|
|
|
39
|
|
||
Total current
|
|
$
|
4,865
|
|
|
$
|
2,079
|
|
Non-current:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
113
|
|
|
$
|
91
|
|
Accrued and other liabilities
(2)
|
|
435
|
|
|
123
|
|
||
Work in progress
(3)
|
|
86
|
|
|
—
|
|
||
Provisions and decommissioning liabilities
|
|
139
|
|
|
164
|
|
||
Total non-current
|
|
$
|
773
|
|
|
$
|
378
|
|
(1)
|
Includes bank overdrafts of
$581 million
as at December 31, 2017.
|
(2)
|
Includes defined benefit pension obligation of
$38 million
(
$1 million
current and
$37 million
non-current) and post-retirement benefits obligation of
$28 million
(
$2 million
current and
$26 million
non-current) as at
December 31, 2017
.
|
(3)
|
See Note 16 for additional information.
|
F-52
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
Decommissioning liability
(1)
|
|
Provisions for defects
|
|
Other
|
|
Total provisions
|
||||||||
Balance at January 1, 2016
|
|
$
|
192
|
|
|
$
|
48
|
|
|
$
|
19
|
|
|
$
|
259
|
|
Additional provisions recognized
|
|
3
|
|
|
8
|
|
|
41
|
|
|
52
|
|
||||
Reduction arising from payments/derecognition
|
|
(3
|
)
|
|
(7
|
)
|
|
(28
|
)
|
|
(38
|
)
|
||||
Accretion expenses
|
|
9
|
|
|
1
|
|
|
—
|
|
|
10
|
|
||||
Change in discount rate
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Change in other estimates
|
|
(71
|
)
|
|
—
|
|
|
(9
|
)
|
|
(80
|
)
|
||||
Net foreign currency exchange differences
|
|
5
|
|
|
(3
|
)
|
|
(1
|
)
|
|
1
|
|
||||
Balance at December 31, 2016
|
|
$
|
134
|
|
|
$
|
47
|
|
|
$
|
22
|
|
|
$
|
203
|
|
Additional provisions recognized
|
|
8
|
|
|
12
|
|
|
77
|
|
|
97
|
|
||||
Reduction arising from payments/derecognition
|
|
(2
|
)
|
|
(17
|
)
|
|
(15
|
)
|
|
(34
|
)
|
||||
Accretion expenses
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Change in discount rate
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
||||
Change in other estimates
(2)
|
|
(14
|
)
|
|
—
|
|
|
(3
|
)
|
|
(17
|
)
|
||||
Net foreign currency exchange differences
|
|
11
|
|
|
3
|
|
|
1
|
|
|
15
|
|
||||
Balance at December 31, 2017
|
|
$
|
93
|
|
|
$
|
45
|
|
|
$
|
82
|
|
|
$
|
220
|
|
(1)
|
Decommissioning liability results primarily from ownership interest in oil and natural gas wells and facilities, mining facilities and retail gas stations. The liability represents the estimated cost to reclaim and abandon the wells and facilities and takes into account the estimated timing of the cost to be incurred in future periods. The liability was determined using a risk rate between
1.7%
and
8.5%
(
2016
:
1.8%
and
6.5%
) and an inflation rate between
1.4%
and
2%
(
2016
:
2%
), determined as appropriate for the underlying subsidiaries.
|
(2)
|
The reduction in the decommissioning liability is due to a change in the timing of future remediation costs at one of our oil and gas subsidiaries.
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Contract costs incurred to date
|
|
$
|
12,129
|
|
|
$
|
9,761
|
|
|
$
|
7,372
|
|
Profit recognized to date (less recognized losses)
|
|
558
|
|
|
498
|
|
|
470
|
|
|||
|
|
12,687
|
|
|
10,259
|
|
|
7,842
|
|
|||
Less: progress billings
|
|
(12,919
|
)
|
|
(10,189
|
)
|
|
(7,883
|
)
|
|||
Contract work in progress (liability)
|
|
$
|
(232
|
)
|
|
$
|
70
|
|
|
$
|
(41
|
)
|
Comprising:
|
|
|
|
|
|
|
||||||
Amounts due from customers — work in progress (current)
|
|
$
|
195
|
|
|
$
|
309
|
|
|
$
|
204
|
|
Amounts due to customers — creditors (current / non-current)
|
|
(427
|
)
|
|
(239
|
)
|
|
(245
|
)
|
|||
Net work in progress
|
|
$
|
(232
|
)
|
|
$
|
70
|
|
|
$
|
(41
|
)
|
F-53
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
Business Services
|
|
Construction Services
|
|
Industrial Operations
|
|
Energy
|
|
Total Borrowings
|
||||||||||
2018
|
|
$
|
269
|
|
|
$
|
3
|
|
|
$
|
208
|
|
|
$
|
342
|
|
|
$
|
822
|
|
2019
|
|
409
|
|
|
3
|
|
|
341
|
|
|
1
|
|
|
754
|
|
|||||
2020
|
|
75
|
|
|
3
|
|
|
463
|
|
|
—
|
|
|
541
|
|
|||||
2021
|
|
26
|
|
|
2
|
|
|
87
|
|
|
39
|
|
|
154
|
|
|||||
2022
|
|
337
|
|
|
1
|
|
|
73
|
|
|
—
|
|
|
411
|
|
|||||
Thereafter
|
|
62
|
|
|
—
|
|
|
521
|
|
|
—
|
|
|
583
|
|
|||||
Total - December 31, 2017
|
|
$
|
1,178
|
|
|
$
|
12
|
|
|
$
|
1,693
|
|
|
$
|
382
|
|
|
$
|
3,265
|
|
Total - December 31, 2016
|
|
$
|
471
|
|
|
$
|
7
|
|
|
$
|
528
|
|
|
$
|
545
|
|
|
$
|
1,551
|
|
Brookfield Business Partners
|
F-54
|
Weighted Average %
|
|
Business Services
|
|
Construction Services
|
|
Industrial Operations
|
|
Energy
|
|
Weighted Average
|
|||||
Total - December 31, 2017
|
|
4.06
|
%
|
|
2.37
|
%
|
|
9.93
|
%
|
|
6.09
|
%
|
|
7.33
|
%
|
Total - December 31, 2016
|
|
2.63
|
%
|
|
2.14
|
%
|
|
5.16
|
%
|
|
4.30
|
%
|
|
4.07
|
%
|
(US$ MILLIONS, except as noted)
|
|
December 31,
2017 |
|
Local Currency
|
|
December 31,
2016 |
|
Local Currency
|
||||||
British pounds
|
|
46
|
|
|
36
|
|
|
29
|
|
|
23
|
|
||
U.S. dollars
|
|
974
|
|
|
974
|
|
|
848
|
|
|
848
|
|
||
Canadian dollars
|
|
936
|
|
|
1,090
|
|
|
652
|
|
|
876
|
|
||
Euro
|
|
17
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||
Brazilian reais
|
|
1,292
|
|
|
4,271
|
|
|
—
|
|
|
—
|
|
||
Other
|
|
—
|
|
|
2
|
|
|
22
|
|
|
36
|
|
||
Total
|
|
$
|
3,265
|
|
|
|
|
$
|
1,551
|
|
|
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current income taxes expense/(recovery)
|
|
$
|
30
|
|
|
$
|
25
|
|
|
$
|
49
|
|
Deferred income tax expense/(recovery):
|
|
|
|
|
|
|
||||||
Origination and reversal of temporary differences
|
|
(14
|
)
|
|
(32
|
)
|
|
15
|
|
|||
Recovery arising from previously unrecognized tax assets
|
|
(10
|
)
|
|
(8
|
)
|
|
(13
|
)
|
|||
Change of tax rates and imposition of new legislations
|
|
2
|
|
|
(1
|
)
|
|
3
|
|
|||
Total deferred income taxes
|
|
(22
|
)
|
|
(41
|
)
|
|
5
|
|
|||
Income taxes
|
|
$
|
8
|
|
|
$
|
(16
|
)
|
|
$
|
54
|
|
F-55
|
Brookfield Business Partners
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Statutory income tax rate
|
|
27
|
%
|
|
27
|
%
|
|
27
|
%
|
Increase (reduction) in rate resulting from:
|
|
|
|
|
|
|
|||
Portion of gains subject to different tax rates
|
|
(6
|
)
|
|
(1
|
)
|
|
(14
|
)
|
International operations subject to different tax rates
|
|
5
|
|
|
3
|
|
|
(4
|
)
|
Taxable income attribute to non-controlling interest
|
|
(18
|
)
|
|
6
|
|
|
(4
|
)
|
Recognition of deferred tax assets
|
|
(5
|
)
|
|
2
|
|
|
1
|
|
Non-recognition of the benefit of current year's tax losses
|
|
(1
|
)
|
|
(29
|
)
|
|
11
|
|
Other
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
Effective income tax rate
|
|
3
|
%
|
|
7
|
%
|
|
17
|
%
|
(US$ MILLIONS)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Non-capital losses (Canada)
|
|
$
|
83
|
|
|
$
|
76
|
|
Capital losses (Canada)
|
|
—
|
|
|
—
|
|
||
Losses (U.S.)
|
|
7
|
|
|
5
|
|
||
Losses (International)
|
|
122
|
|
|
—
|
|
||
Difference in basis
|
|
(875
|
)
|
|
(51
|
)
|
||
Total net deferred tax (liability)/asset
|
|
$
|
(663
|
)
|
|
$
|
30
|
|
Reflected in the statement of financial position as follows:
|
|
|
|
|
||||
Deferred income tax assets
|
|
174
|
|
|
111
|
|
||
Deferred income tax liabilities
|
|
(837
|
)
|
|
(81
|
)
|
||
Total net deferred tax (liability)/asset
|
|
$
|
(663
|
)
|
|
$
|
30
|
|
(US$ MILLIONS)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Opening net deferred tax assets
|
|
$
|
30
|
|
|
$
|
(38
|
)
|
Recognized in income
|
|
22
|
|
|
41
|
|
||
Recognized in other comprehensive income
|
|
—
|
|
|
6
|
|
||
Recognized in other
(1)
|
|
(715
|
)
|
|
21
|
|
||
Net deferred tax (liability)/assets
|
|
$
|
(663
|
)
|
|
$
|
30
|
|
(1)
|
The Other category primarily relates to adjustments made to our partnership's equity related to acquisitions and dispositions and the foreign exchange impact of the deferred tax asset calculated in the functional currency of the operating entities.
|
Brookfield Business Partners
|
F-56
|
(US$ MILLIONS)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
2018
|
|
$
|
1
|
|
|
$
|
—
|
|
2019
|
|
—
|
|
|
1
|
|
||
2020 and after
|
|
272
|
|
|
264
|
|
||
Do not expire
|
|
47
|
|
|
37
|
|
||
Total
|
|
$
|
320
|
|
|
$
|
302
|
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Available-for-sale securities
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
Net investment hedges
|
|
(8
|
)
|
|
3
|
|
|
3
|
|
|||
Cash flow hedges
|
|
10
|
|
|
(3
|
)
|
|
8
|
|
|||
Equity accounted investments
|
|
(1
|
)
|
|
(7
|
)
|
|
—
|
|
|||
Total deferred tax (expense) recovery in other comprehensive income
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
9
|
|
F-57
|
Brookfield Business Partners
|
(a)
|
General and Limited Partnership Units
|
|
|
General Partner Units
|
|
Limited Partnership Units
|
|
Total
|
||||||||||||
UNITS
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Authorized and issued
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Opening balance
|
|
4
|
|
|
—
|
|
|
51,845,298
|
|
|
—
|
|
|
51,845,302
|
|
|
—
|
|
Issued on spin-off
|
|
—
|
|
|
4
|
|
|
—
|
|
|
33,845,298
|
|
|
—
|
|
|
33,845,302
|
|
Issued for cash
|
|
—
|
|
|
—
|
|
|
14,340,500
|
|
|
18,000,000
|
|
|
14,340,500
|
|
|
18,000,000
|
|
On issue at December 31
|
|
4
|
|
|
4
|
|
|
66,185,798
|
|
|
51,845,298
|
|
|
66,185,802
|
|
|
51,845,302
|
|
(b)
|
Redemption-Exchange Units held by Brookfield
|
|
|
Redemption-Exchange Units held by Brookfield
|
||||
UNITS
|
|
2017
|
|
2016
|
||
Authorized and issued
|
|
|
|
|
||
Opening balance
|
|
56,150,497
|
|
|
—
|
|
Issued on spin-off
|
|
—
|
|
|
48,150,497
|
|
Issued for cash
|
|
6,945,000
|
|
|
8,000,000
|
|
On issue at December 31
|
|
63,095,497
|
|
|
56,150,497
|
|
F-58
|
Brookfield Business Partners
|
(c)
|
Special Limited Partner Units held by Brookfield
|
|
|
Special Limited Partner Units held by Brookfield
|
||||
UNITS
|
|
2017
|
|
2016
|
||
Authorized and issued
|
|
|
|
|
||
Opening balance
|
|
4
|
|
|
—
|
|
Issued on spin-off
|
|
—
|
|
|
4
|
|
On issue at December 31
|
|
4
|
|
|
4
|
|
(d)
|
Preferred Shares held by Brookfield
|
|
|
Preferred Shares held by Brookfield
|
||||
UNITS
|
|
2017
|
|
2016
|
||
Authorized and issued
|
|
|
|
|
||
Opening balance
|
|
200,002
|
|
|
—
|
|
Issued on spin-off
|
|
—
|
|
|
200,002
|
|
On issue at December 31
|
|
200,002
|
|
|
200,002
|
|
(a)
|
Attributable to Limited Partners
|
(US$ MILLIONS)
|
|
Foreign currency
translation
|
|
Available for sale
|
|
Other
(1)
|
|
Accumulated other
comprehensive
income (loss)
|
||||||||
Balance as at January 1, 2017
|
|
$
|
(148
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(141
|
)
|
Other comprehensive income (loss)
|
|
37
|
|
|
2
|
|
|
(10
|
)
|
|
29
|
|
||||
Balance as at December 31, 2017
|
|
$
|
(111
|
)
|
|
$
|
6
|
|
|
$
|
(7
|
)
|
|
$
|
(112
|
)
|
(1)
|
Represents net investment hedges, cash flow hedges and other reserves.
|
F-59
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
Foreign currency
translation
|
|
Available for sale
|
|
Other
(1)
|
|
Accumulated other
comprehensive
income (loss)
|
||||||||
Balance as at January 1, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income (loss)
|
|
(21
|
)
|
|
13
|
|
|
—
|
|
|
(8
|
)
|
||||
Ownership changes
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Unit issuance / reorganization
|
|
(127
|
)
|
|
(9
|
)
|
|
5
|
|
|
(131
|
)
|
||||
Balance as at December 31, 2016
|
|
$
|
(148
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(141
|
)
|
(1)
|
Represents net investment hedges, cash flow hedges and other reserves.
|
(b)
|
Attributable to General Partner and Special Limited Partners
|
(c)
|
Attributable to Non-controlling interest — Redemption-Exchange Units held by Brookfield Asset Management Inc.
|
(US$ MILLIONS)
|
|
Foreign currency
translation
|
|
Available for sale
|
|
Other
(1)
|
|
Accumulated other
comprehensive
income (loss)
|
||||||||
Balance as at January 1, 2017
|
|
$
|
(205
|
)
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
(197
|
)
|
Other comprehensive income (loss)
|
|
40
|
|
|
2
|
|
|
(10
|
)
|
|
32
|
|
||||
Balance as at December 31, 2017
|
|
$
|
(165
|
)
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
$
|
(165
|
)
|
(1)
|
Represents net investment hedges, cash flow hedges and other reserves.
|
(US$ MILLIONS)
|
|
Foreign currency
translation
|
|
Available for sale
|
|
Other
(1)
|
|
Accumulated other
comprehensive
income (loss)
|
||||||||
Balance as at January 1, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income (loss)
|
|
(24
|
)
|
|
15
|
|
|
1
|
|
|
(8
|
)
|
||||
Ownership changes
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Unit issuance / reorganization
|
|
(181
|
)
|
|
(13
|
)
|
|
7
|
|
|
(187
|
)
|
||||
Balance as at December 31, 2016
|
|
$
|
(205
|
)
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
(197
|
)
|
(1)
|
Represents net investment hedges, cash flow hedges and other reserves.
|
F-60
|
Brookfield Business Partners
|
(d)
|
Attributable to Brookfield Asset Management Inc.
|
(US$ MILLIONS)
|
|
Foreign currency
translation
|
|
Available for sale
|
|
Other
(1)
|
|
Accumulated other
comprehensive
income (loss)
|
||||||||
Balance as at January 1, 2016
|
|
$
|
(358
|
)
|
|
$
|
(35
|
)
|
|
$
|
33
|
|
|
$
|
(360
|
)
|
Other comprehensive income (loss)
|
|
53
|
|
|
13
|
|
|
(16
|
)
|
|
50
|
|
||||
Net increase/decrease in parent company investment
|
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
|
(8
|
)
|
||||
Balance as at Unit issuance/reorganization
|
|
308
|
|
|
22
|
|
|
(12
|
)
|
|
318
|
|
||||
Balance as at December 31, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Represents net investment hedges, cash flow hedges and other reserves.
|
(US$ MILLIONS)
|
|
Foreign currency
translation
|
|
Available for sale
|
|
Other
(1)
|
|
Accumulated other
comprehensive
income (loss)
|
||||||||
Balance as at January 1, 2015
|
|
$
|
(193
|
)
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
(205
|
)
|
Other comprehensive income (loss)
|
|
(176
|
)
|
|
(23
|
)
|
|
36
|
|
|
(163
|
)
|
||||
Net increase/decrease in parent company investment
|
|
11
|
|
|
—
|
|
|
(3
|
)
|
|
8
|
|
||||
Balance as at Unit issuance/reorganization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance as at December 31, 2015
|
|
$
|
(358
|
)
|
|
$
|
(35
|
)
|
|
$
|
33
|
|
|
$
|
(360
|
)
|
(1)
|
Represents net investment hedges, cash flow hedges and other reserves.
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of sales
|
|
$
|
20,276
|
|
|
$
|
6,021
|
|
|
$
|
5,006
|
|
Compensation
|
|
1,568
|
|
|
1,346
|
|
|
1,110
|
|
|||
Property taxes, sales taxes and other
|
|
32
|
|
|
19
|
|
|
16
|
|
|||
Total
|
|
$
|
21,876
|
|
|
$
|
7,386
|
|
|
$
|
6,132
|
|
F-61
|
Brookfield Business Partners
|
(a)
|
Commitments
|
(b)
|
Obligations under finance leases
|
(US$ MILLIONS)
|
|
1 Year
|
|
2-5 Years
|
|
Total
|
||||||
Minimum lease payments
|
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
17
|
|
Total finance lease obligations
|
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
17
|
|
(c)
|
Obligations under operating leases
|
(US$ MILLIONS)
|
|
1 Year
|
|
2-5 Years
|
|
5+ Years
|
|
Total
|
||||||||
Minimum lease payments
|
|
$
|
107
|
|
|
$
|
267
|
|
|
$
|
274
|
|
|
$
|
648
|
|
Total operating lease obligations
|
|
$
|
107
|
|
|
$
|
267
|
|
|
$
|
274
|
|
|
$
|
648
|
|
F-62
|
Brookfield Business Partners
|
(a)
|
Corporate allocations and parent company’s investment
|
(b)
|
Transactions with the parent company
|
F-63
|
Brookfield Business Partners
|
(c)
|
Other
|
|
Year Ended
|
||||||||||
(US$ MILLIONS)
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Transactions during the period
(1)
|
|
|
|
|
|
||||||
Construction revenues
|
$
|
357
|
|
|
$
|
359
|
|
|
$
|
413
|
|
Business services revenues
|
1
|
|
|
8
|
|
|
—
|
|
|||
|
$
|
358
|
|
|
$
|
367
|
|
|
$
|
413
|
|
(1)
|
Within our construction services business, the partnership provides construction services to an affiliate of Brookfield. Within our business services segment, the partnership provides real estate financial advisory services to affiliates of Brookfield.
|
(US$ MILLIONS)
|
December 31, 2017
|
|
December 31, 2016
|
||||
Balances at end of period:
|
|
|
|
||||
Accounts receivable
|
$
|
64
|
|
|
$
|
97
|
|
Accounts payable and other
|
$
|
106
|
|
|
$
|
47
|
|
F-64
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
Note
|
|
2017
|
|
2016
|
||||
Foreign exchange contracts
(1)
|
|
(a)
|
|
$
|
1,243
|
|
|
$
|
761
|
|
Commodity contracts
|
|
(b)
|
|
—
|
|
|
—
|
|
||
|
|
|
|
$
|
1,243
|
|
|
$
|
761
|
|
(1)
|
Notional amounts are presented on a net basis for those derivative instruments that are offset.
|
|
|
|
2017
|
|
2016
|
||||||||||||
(US$ MILLIONS)
|
Note
|
|
< 1 year
|
|
1 to 5 years
|
|
Total notional amount
|
|
Total notional amount
|
||||||||
Fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
(a)
|
|
$
|
286
|
|
|
$
|
—
|
|
|
$
|
286
|
|
|
$
|
36
|
|
Commodity swap contracts
|
(b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Option contracts
|
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Elected for hedge accounting
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
(a)
|
|
957
|
|
|
—
|
|
|
957
|
|
|
725
|
|
||||
|
|
|
$
|
1,243
|
|
|
$
|
—
|
|
|
$
|
1,243
|
|
|
$
|
761
|
|
F-65
|
Brookfield Business Partners
|
(a)
|
Foreign exchange contracts
|
|
Notional amount (U.S. Dollars)
|
|
Average exchange rate
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
||||||
Australian Dollars
|
|
|
|
|
|
|
|
||||||
Buy
|
$
|
(319
|
)
|
|
$
|
(10
|
)
|
|
0.76
|
|
|
0.74
|
|
Sell
(1)
|
510
|
|
|
485
|
|
|
0.75
|
|
|
0.74
|
|
||
Euros
|
|
|
|
|
|
|
|
||||||
Buy
|
(11
|
)
|
|
—
|
|
|
1.15
|
|
|
—
|
|
||
Sell
|
46
|
|
|
43
|
|
|
1.20
|
|
|
1.06
|
|
||
Canadian Dollars
|
|
|
|
|
|
|
|
||||||
Buy
|
(1
|
)
|
|
(18
|
)
|
|
0.79
|
|
|
0.74
|
|
||
Sell
|
786
|
|
|
260
|
|
|
0.78
|
|
|
0.76
|
|
||
British Pounds
|
|
|
|
|
|
|
|
||||||
Buy
|
(118
|
)
|
|
—
|
|
|
1.33
|
|
|
—
|
|
||
Sell
|
208
|
|
|
—
|
|
|
1.33
|
|
|
—
|
|
||
Indian Rupees
|
|
|
|
|
|
|
|
||||||
Sell
|
154
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||
Japanese Yen
|
|
|
|
|
|
|
|
||||||
Sell
|
3
|
|
|
3
|
|
|
0.01
|
|
|
0.01
|
|
||
Mexican Pesos
|
|
|
|
|
|
|
|
||||||
Buy
|
(5
|
)
|
|
(2
|
)
|
|
0.05
|
|
|
0.05
|
|
||
Chinese Yuan
|
|
|
|
|
|
|
|
||||||
Buy
|
(11
|
)
|
|
—
|
|
|
0.15
|
|
|
—
|
|
||
South Africa Rand
|
|
|
|
|
|
|
|
||||||
Sell
|
1
|
|
|
—
|
|
|
0.08
|
|
|
—
|
|
||
|
$
|
1,243
|
|
|
$
|
761
|
|
|
|
|
|
(1)
|
As at December 31, 2016, a number of foreign exchange contracts were with a related party. As at December 31, 2017, no foreign exchange contracts were with a related party.
|
F-66
|
Brookfield Business Partners
|
(b)
|
Commodity Contracts
|
(US$ MILLIONS)
|
Total volume
|
|
Weighted average
price range
|
|
Remaining term
|
|
Fair market
value asset (liability)
|
||
Commodity swap - natural gas
|
260,663 Mcf/d
|
|
(USD$/Mcf) - $1.98 - $2.76
|
|
Jan 2018 - Mar 2019
|
|
$
|
27
|
|
Commodity swap - palladium
|
67,850 Ounces
|
|
(USD$/Oz) - $908 - $995
|
|
Jan 2018 - May 2018
|
|
(7
|
)
|
|
Commodity swap - fuel oil
|
3,087,000 Barrels
|
|
(USD$/Barrel) - $41 - $55
|
|
Jan 2018 - Jun 2022
|
|
5
|
|
|
Sales and purchase contracts - gasoline
|
688,827 m3
|
|
(USD$/m3) - $315 - $581
|
|
Jan 2018 - Nov 2018
|
|
2
|
|
|
Sales and purchase contracts - diesel
|
891,719 m3
|
|
(USD$/m3) - $250 - $598
|
|
Jan 2018 - Dec 2018
|
|
(1
|
)
|
|
Sales and purchase contracts - fatty acid methyl esters
|
414,067 m3
|
|
(USD$/m3) - $868- $1079
|
|
Jan 2018 - Dec 2018
|
|
1
|
|
|
Commodity swaps and futures - diesel, diesel premia, gasoline, crude
|
1,206,707 m3
|
|
(USD$/m3) - $334 - $548
|
|
Jan 2018 - Jun 2019
|
|
(11
|
)
|
|
Commodity swaps and futures - ethanol, biodiesel premia, wheat
|
280,270 m3
|
|
(USD$/m3) - $249 - $495
|
|
Jan 2018 - Sep 2018
|
|
3
|
|
|
|
|
|
|
|
|
|
$
|
19
|
|
(c)
|
Option contracts
|
F-67
|
Brookfield Business Partners
|
(a)
|
Capital Risk Management
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
Borrowings
|
|
$
|
3,265
|
|
|
$
|
1,551
|
|
Cash
|
|
(1,106
|
)
|
|
(1,050
|
)
|
||
Net debt
|
|
2,159
|
|
|
501
|
|
||
Total equity
|
|
6,064
|
|
|
4,038
|
|
||
Total capital and net debt
|
|
$
|
8,223
|
|
|
$
|
4,539
|
|
Net debt to capitalization ratio
|
|
26
|
%
|
|
11
|
%
|
F-68
|
Brookfield Business Partners
|
|
December 31, 2017
|
|
|
||||||||||||||||
(US$ MILLIONS)
|
Less than 1 year
|
|
1-2 years
|
|
2-5 years
|
|
5+ years
|
|
Total contractual cash flows
|
||||||||||
Non-derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other liabilities
(1)
|
$
|
4,677
|
|
|
$
|
280
|
|
|
$
|
155
|
|
|
$
|
118
|
|
|
$
|
5,230
|
|
Interest-bearing liabilities
|
825
|
|
|
801
|
|
|
1,075
|
|
|
584
|
|
|
3,285
|
|
|||||
Finance lease liabilities
|
11
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
17
|
|
(1)
|
Excludes
$285 million
of decommissioning liabilities, other provisions, and post-employment benefits,
$17 million
of capital leases, and
$106 million
of loans and notes payable.
|
|
December 31, 2016
|
|
|
||||||||||||||||
(US$ MILLIONS)
|
Less than 1 year
|
|
1-2 years
|
|
2-5 years
|
|
5+ years
|
|
Total contractual cash flows
|
||||||||||
Non-derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other liabilities
(1)
|
$
|
2,007
|
|
|
$
|
132
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2,141
|
|
Interest-bearing liabilities
|
411
|
|
|
647
|
|
|
510
|
|
|
4
|
|
|
1,572
|
|
|||||
Finance lease liabilities
|
8
|
|
|
6
|
|
|
2
|
|
|
—
|
|
|
16
|
|
(1)
|
Excludes
$279 million
of dec
ommissioning liabilities, other provisions, and post-employment benefits,
$16 million
of capital leases, and
$21 million
of loans and notes payable.
|
F-69
|
Brookfield Business Partners
|
|
|
2017
|
||||||||||||||||||||||||||||||
|
|
USD
|
|
AUD
|
|
GBP
|
|
CAD
|
|
EUR
|
|
BRL
|
|
Other
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Current assets
|
|
$
|
1,482
|
|
|
$
|
497
|
|
|
$
|
1,871
|
|
|
$
|
1,232
|
|
|
$
|
142
|
|
|
$
|
487
|
|
|
$
|
722
|
|
|
$
|
6,433
|
|
Non-current assets
|
|
1,655
|
|
|
817
|
|
|
512
|
|
|
2,329
|
|
|
204
|
|
|
3,535
|
|
|
319
|
|
|
9,371
|
|
||||||||
|
|
$
|
3,137
|
|
|
$
|
1,314
|
|
|
$
|
2,383
|
|
|
$
|
3,561
|
|
|
$
|
346
|
|
|
4,022
|
|
|
$
|
1,041
|
|
|
$
|
15,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Current liabilities
|
|
$
|
817
|
|
|
$
|
594
|
|
|
$
|
2,108
|
|
|
$
|
1,294
|
|
|
$
|
81
|
|
|
$
|
306
|
|
|
$
|
490
|
|
|
$
|
5,690
|
|
Non-current liabilities
|
|
816
|
|
|
78
|
|
|
143
|
|
|
743
|
|
|
28
|
|
|
2,096
|
|
|
146
|
|
|
4,050
|
|
||||||||
|
|
$
|
1,633
|
|
|
$
|
672
|
|
|
$
|
2,251
|
|
|
$
|
2,037
|
|
|
$
|
109
|
|
|
$
|
2,402
|
|
|
$
|
636
|
|
|
$
|
9,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-controlling interest
(1)
|
|
430
|
|
|
101
|
|
|
4
|
|
|
897
|
|
|
134
|
|
|
1,250
|
|
|
210
|
|
|
3,026
|
|
||||||||
Net investment to the partnership
|
|
$
|
1,074
|
|
|
$
|
541
|
|
|
$
|
128
|
|
|
$
|
627
|
|
|
$
|
103
|
|
|
$
|
370
|
|
|
$
|
195
|
|
|
$
|
3,038
|
|
(1)
|
Relates to the interests of others.
|
|
|
2016
|
||||||||||||||||||||||||||
|
|
USD
|
|
AUD
|
|
GBP
|
|
CAD
|
|
EUR
|
|
Other
|
|
Total
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current assets
|
|
$
|
1,366
|
|
|
$
|
361
|
|
|
$
|
384
|
|
|
$
|
1,197
|
|
|
$
|
62
|
|
|
$
|
706
|
|
|
$
|
4,076
|
|
Non-current assets
|
|
930
|
|
|
732
|
|
|
51
|
|
|
1,862
|
|
|
162
|
|
|
380
|
|
|
4,117
|
|
|||||||
|
|
$
|
2,296
|
|
|
$
|
1,093
|
|
|
$
|
435
|
|
|
$
|
3,059
|
|
|
$
|
224
|
|
|
$
|
1,086
|
|
|
$
|
8,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current liabilities
|
|
$
|
345
|
|
|
$
|
434
|
|
|
$
|
419
|
|
|
$
|
860
|
|
|
$
|
25
|
|
|
$
|
473
|
|
|
$
|
2,556
|
|
Non-current liabilities
|
|
620
|
|
|
74
|
|
|
35
|
|
|
794
|
|
|
27
|
|
|
49
|
|
|
1,599
|
|
|||||||
|
|
$
|
965
|
|
|
$
|
508
|
|
|
$
|
454
|
|
|
$
|
1,654
|
|
|
$
|
52
|
|
|
$
|
522
|
|
|
$
|
4,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-controlling interest
(1)
|
|
416
|
|
|
99
|
|
|
3
|
|
|
828
|
|
|
114
|
|
|
77
|
|
|
1,537
|
|
|||||||
Net investment to the partnership
|
|
$
|
915
|
|
|
$
|
486
|
|
|
$
|
(22
|
)
|
|
$
|
577
|
|
|
$
|
58
|
|
|
$
|
487
|
|
|
$
|
2,501
|
|
(1)
|
Relates to the interests of others.
|
F-70
|
Brookfield Business Partners
|
|
December 31, 2017
|
||||||||||
(US$ MILLIONS)
|
Equity attributable to unitholders - (Originating currency)
|
|
OCI attributable to unitholders
|
|
Net income attributable to unitholders
|
||||||
Australian dollar
|
$
|
1,266
|
|
|
$
|
(88
|
)
|
|
$
|
—
|
|
Canadian dollar
|
791
|
|
|
(37
|
)
|
|
—
|
|
|||
Brazilian real
|
1,095
|
|
|
(33
|
)
|
|
—
|
|
|||
Other
|
484
|
|
|
(9
|
)
|
|
(20
|
)
|
|
December 31, 2016
|
||||||||||
(US$ MILLIONS)
|
Equity attributable to unitholders - (Originating currency)
|
|
OCI attributable to unitholders
|
|
Net income attributable to unitholders
|
||||||
Australian dollar
|
$
|
1,271
|
|
|
$
|
(55
|
)
|
|
$
|
—
|
|
Canadian dollar
|
773
|
|
|
(50
|
)
|
|
—
|
|
|||
Other
|
343
|
|
|
(3
|
)
|
|
1
|
|
|
December 31, 2015
|
||||||||||
(US$ MILLIONS)
|
Equity attributable to unitholders - (originating Currency)
|
|
OCI attributable to unitholders
|
|
Net income attributable to unitholders
|
||||||
Australian dollar
|
$
|
1,115
|
|
|
$
|
(79
|
)
|
|
$
|
—
|
|
Canadian dollar
|
701
|
|
|
(50
|
)
|
|
—
|
|
|||
Other
|
77
|
|
|
(1
|
)
|
|
1
|
|
F-71
|
Brookfield Business Partners
|
F-72
|
Brookfield Business Partners
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
|
Total attributable to the partnership
|
||||||||||||||||||||||
(US$ MILLIONS)
|
|
Business
Services
|
|
Construction
Services
|
|
Industrial
Operations
|
|
Energy
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
Revenues
(6)
|
|
$
|
16,224
|
|
|
$
|
4,650
|
|
|
$
|
1,662
|
|
|
$
|
280
|
|
|
$
|
7
|
|
|
$
|
22,823
|
|
Direct operating costs
|
|
(15,864
|
)
|
|
(4,584
|
)
|
|
(1,228
|
)
|
|
(197
|
)
|
|
(3
|
)
|
|
(21,876
|
)
|
||||||
General and administrative expenses
|
|
(135
|
)
|
|
(47
|
)
|
|
(93
|
)
|
|
(20
|
)
|
|
(45
|
)
|
|
(340
|
)
|
||||||
Equity accounted Company EBITDA
(3)
|
|
28
|
|
|
—
|
|
|
1
|
|
|
79
|
|
|
—
|
|
|
108
|
|
||||||
Company EBITDA attributable to others
(4)
|
|
(170
|
)
|
|
1
|
|
|
(255
|
)
|
|
(51
|
)
|
|
—
|
|
|
(475
|
)
|
||||||
Company EBITDA
|
|
83
|
|
|
20
|
|
|
87
|
|
|
91
|
|
|
(41
|
)
|
|
240
|
|
||||||
Realized disposition gain/(loss), net
(5)
|
|
17
|
|
|
2
|
|
|
237
|
|
|
(12
|
)
|
|
—
|
|
|
244
|
|
||||||
Interest expense
|
|
(47
|
)
|
|
—
|
|
|
(128
|
)
|
|
(26
|
)
|
|
(1
|
)
|
|
(202
|
)
|
||||||
Realized disposition gain, current income taxes and interest expenses related to equity accounted investments
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
Current income taxes
|
|
(21
|
)
|
|
5
|
|
|
(28
|
)
|
|
(4
|
)
|
|
18
|
|
|
(30
|
)
|
||||||
Company FFO attributable to others (net of Company EBITDA attributable to others)
(4)
|
|
34
|
|
|
(1
|
)
|
|
(36
|
)
|
|
20
|
|
|
—
|
|
|
17
|
|
||||||
Company FFO
(1)
|
|
66
|
|
|
26
|
|
|
132
|
|
|
52
|
|
|
(24
|
)
|
|
252
|
|
||||||
Depreciation and amortization expense
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(371
|
)
|
||||||
Realized disposition (gain)/loss recorded in prior periods
(5)
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|||||||||||
Impairment expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(39
|
)
|
||||||
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(108
|
)
|
||||||
Deferred income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
||||||
Non-cash items attributable to equity accounted investments
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22
|
)
|
||||||
Non-cash items attributable to others
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
267
|
|
||||||
Net income (loss) attributable to unitholders
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
24
|
|
(1)
|
Company FFO and net income attributable to unitholders include net income and Company FFO attributable to limited partnership unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders.
|
(2)
|
For the year ended
December 31, 2017
, depreciation and amortization by segment is as follows: Business Services
$74 million
, Construction Services
$24 million
, Industrial Operations
$175 million
, Energy
$98 million
, Corporate and Other $
nil
.
|
(3)
|
The sum of these amounts equates to equity accounted income of
$69 million
.
|
(4)
|
Total cash and non-cash items attributable to the interest of others equals net income of
$191 million
as per the consolidated statements of operating results.
|
(5)
|
The sum of these amounts equates to the loss on acquisitions / dispositions, net of
$267 million
.
|
(6)
|
For the year ended
December 31, 2017
, revenues by business unit in our Business Services segment are as follows: Facilities Management
$1,775 million
, Road Fuel Distribution and Marketing
$13,842 million
, Residential Real Estate Services
$108 million
, Logistics
$447 million
, Financial Advisory
$32 million
, and Other
$20 million
.
|
F-73
|
Brookfield Business Partners
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
|
Total attributable to the partnership
|
||||||||||||||||||||||
(US$ MILLIONS)
|
|
Business
Services
|
|
Construction
Services
|
|
Industrial
Operations
|
|
Energy
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
Revenues
(5)
|
|
$
|
2,006
|
|
|
$
|
4,387
|
|
|
$
|
1,280
|
|
|
$
|
286
|
|
|
$
|
1
|
|
|
$
|
7,960
|
|
Direct operating costs
|
|
(1,818
|
)
|
|
(4,235
|
)
|
|
(1,160
|
)
|
|
(173
|
)
|
|
—
|
|
|
(7,386
|
)
|
||||||
General and administrative expenses
|
|
(98
|
)
|
|
(48
|
)
|
|
(89
|
)
|
|
(17
|
)
|
|
(17
|
)
|
|
(269
|
)
|
||||||
Equity accounted Company EBITDA
(3)
|
|
23
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
167
|
|
||||||
Company EBITDA attributable to others
(4)
|
|
(44
|
)
|
|
—
|
|
|
(20
|
)
|
|
(168
|
)
|
|
—
|
|
|
(232
|
)
|
||||||
Company EBITDA
|
|
69
|
|
|
104
|
|
|
11
|
|
|
72
|
|
|
(16
|
)
|
|
240
|
|
||||||
Realized disposition gain/(loss), net
|
|
—
|
|
|
—
|
|
|
32
|
|
|
25
|
|
|
—
|
|
|
57
|
|
||||||
Interest expense
|
|
(14
|
)
|
|
(1
|
)
|
|
(44
|
)
|
|
(30
|
)
|
|
(1
|
)
|
|
(90
|
)
|
||||||
Realized disposition gain, current income taxes and interest expenses related to equity accounted investments
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Current income taxes
|
|
(12
|
)
|
|
(8
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(25
|
)
|
||||||
Company FFO attributable to others (net of Company EBITDA attributable to others)
(4)
|
|
11
|
|
|
(1
|
)
|
|
11
|
|
|
6
|
|
|
—
|
|
|
27
|
|
||||||
Company FFO
(1)
|
|
54
|
|
|
94
|
|
|
6
|
|
|
63
|
|
|
(17
|
)
|
|
200
|
|
||||||
Depreciation and amortization expense
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(286
|
)
|
||||||
Impairment expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(261
|
)
|
||||||
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11
|
)
|
||||||
Deferred income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
||||||
Non-cash items attributable to equity accounted investments
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(90
|
)
|
||||||
Non-cash items attributable to others
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
378
|
|
||||||
Net income (loss) attributable to unitholders
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(29
|
)
|
(1)
|
Company FFO and net income attributable to unitholders include net income and Company FFO attributable to limited partnership unitholders, general partnership unitholders, redemption-exchange unitholders, and special limited partnership unitholders and net income and Company FFO attributable to the parent company prior to the spin-off on June 20, 2016.
|
(2)
|
For the year ended
December 31, 2016
, depreciation and amortization by segment is as follows; Business Services $
33 million
, Construction Services $
19 million
, Industrial Operations $
120 million
, Energy $
114 million
, Corporate and Other $
nil
.
|
(3)
|
The sum of these amounts equates to equity accounted income of
$68 million
.
|
(4)
|
Total cash and non-cash items attributable to the interest of others equals net loss of
$173 million
as per the consolidated statements of operating results.
|
(5)
|
For the year ended
December 31, 2016
, revenues by business unit in our Business Services segment are as follows: Facilities Management
$1,294 million
, Residential Real Estate Services
$619 million
, Financial Advisory
$64 million
, and Other
$29 million
.
|
F-74
|
Brookfield Business Partners
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
|
Total attributable to the partnership
|
||||||||||||||||||||||
(US$ MILLIONS)
|
|
Business
Services
|
|
Construction
Services
|
|
Industrial
Operations
|
|
Energy
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
Revenues
(6)
|
|
$
|
1,691
|
|
|
$
|
3,833
|
|
|
$
|
892
|
|
|
$
|
337
|
|
|
$
|
—
|
|
|
$
|
6,753
|
|
Direct operating costs
|
|
(1,528
|
)
|
|
(3,670
|
)
|
|
(744
|
)
|
|
(190
|
)
|
|
—
|
|
|
(6,132
|
)
|
||||||
General and administrative expenses
|
|
(92
|
)
|
|
(45
|
)
|
|
(67
|
)
|
|
(20
|
)
|
|
—
|
|
|
(224
|
)
|
||||||
Equity accounted Company EBITDA
(3)
|
|
22
|
|
|
3
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
115
|
|
||||||
Company EBITDA attributable to others
(4)
|
|
(21
|
)
|
|
(1
|
)
|
|
(57
|
)
|
|
(135
|
)
|
|
—
|
|
|
(214
|
)
|
||||||
Company EBITDA
|
|
72
|
|
|
120
|
|
|
24
|
|
|
82
|
|
|
—
|
|
|
298
|
|
||||||
Realized disposition gain/(loss), net
(5)
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||||
Interest expense
|
|
(13
|
)
|
|
(2
|
)
|
|
(25
|
)
|
|
(25
|
)
|
|
—
|
|
|
(65
|
)
|
||||||
Realized disposition gain, current income taxes and interest expenses related to equity accounted investments
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
Current income taxes
|
|
(20
|
)
|
|
(20
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|
—
|
|
|
(49
|
)
|
||||||
Company FFO attributable to others (net of Company EBITDA attributable to others)
(4)
|
|
4
|
|
|
—
|
|
|
23
|
|
|
24
|
|
|
—
|
|
|
51
|
|
||||||
Company FFO
(1)
|
|
83
|
|
|
98
|
|
|
14
|
|
|
69
|
|
|
—
|
|
|
264
|
|
||||||
Depreciation and amortization expense
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(257
|
)
|
||||||
Impairment expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(95
|
)
|
||||||
Gain on acquisitions
(5)
|
|
|
|
|
|
|
|
|
|
|
|
229
|
|
|||||||||||
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70
|
|
||||||
Deferred income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
||||||
Non-cash items attributable to equity accounted investments
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(100
|
)
|
||||||
Non-cash items attributable to others
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102
|
|
||||||
Net income (loss) attributable to parent
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
208
|
|
(1)
|
Company FFO and net income attributable to parent company.
|
(2)
|
For the year ended December 31, 2015, depreciation and amortization by segment is as follows: Business Services
$34 million
, Construction Services
$21 million
, Industrial Operations
$54 million
, Energy
$148 million
, Corporate and Other $
nil
.
|
(3)
|
The sum of these amounts equates to equity accounted income of
$4 million
.
|
(4)
|
Total cash and non-cash items attributable to the interest of others equals net income of
$61 million
as per the consolidated statements of operating results.
|
(5)
|
The sum of these amounts equates to the loss on acquisitions / dispositions, net of
$269 million
.
|
(6)
|
For the year ended December 31, 2015, revenues by business unit in our Business Services segment are as follows: Facilities Management
$873 million
, Residential Real Estate Services
$740 million
, Financial Advisory
$61 million
, and Other
$17 million
.
|
F-75
|
Brookfield Business Partners
|
|
|
As at December 31, 2017
|
||||||||||||||||||||||
|
|
Total attributable to the partnership
|
||||||||||||||||||||||
(US$ MILLIONS)
|
|
Business
Services
|
|
Construction
Services
|
|
Industrial
Operations
|
|
Energy
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
Total assets
|
|
$
|
5,246
|
|
|
$
|
2,653
|
|
|
$
|
5,839
|
|
|
$
|
1,671
|
|
|
$
|
395
|
|
|
$
|
15,804
|
|
|
|
As at December 31, 2016
|
||||||||||||||||||||||
|
|
Total attributable to the partnership
|
||||||||||||||||||||||
(US$ MILLIONS)
|
|
Business
Services
|
|
Construction
Services
|
|
Industrial
Operations
|
|
Energy
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
Total assets
|
|
$
|
1,690
|
|
|
$
|
2,275
|
|
|
$
|
2,047
|
|
|
$
|
1,596
|
|
|
$
|
585
|
|
|
$
|
8,193
|
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
|
2015
|
||||||
United Kingdom
|
|
$
|
13,637
|
|
|
$
|
1,451
|
|
|
$
|
1,027
|
|
Canada
|
|
3,273
|
|
|
1,954
|
|
|
1,713
|
|
|||
Australia
|
|
2,884
|
|
|
2,502
|
|
|
2,289
|
|
|||
Brazil
|
|
1,252
|
|
|
52
|
|
|
20
|
|
|||
United States of America
|
|
655
|
|
|
927
|
|
|
863
|
|
|||
Middle East
|
|
593
|
|
|
732
|
|
|
688
|
|
|||
Europe
|
|
411
|
|
|
251
|
|
|
107
|
|
|||
Other
|
|
118
|
|
|
91
|
|
|
46
|
|
|||
Total revenues
|
|
$
|
22,823
|
|
|
$
|
7,960
|
|
|
$
|
6,753
|
|
F-76
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
2017
|
|
2016
|
||||
United Kingdom
|
|
$
|
918
|
|
|
$
|
51
|
|
Canada
|
|
2,355
|
|
|
1,863
|
|
||
Australia
|
|
909
|
|
|
817
|
|
||
Brazil
|
|
3,545
|
|
|
17
|
|
||
United States of America
|
|
471
|
|
|
522
|
|
||
Middle East
|
|
138
|
|
|
293
|
|
||
Europe
|
|
401
|
|
|
332
|
|
||
Other
|
|
634
|
|
|
222
|
|
||
Total non-current assets
|
|
$
|
9,371
|
|
|
$
|
4,117
|
|
(1)
|
Non-current assets are comprised of property, plant and equipment, intangible assets, equity accounted investments, goodwill and other non-current assets.
|
|
|
Year Ended December 31
|
|||||||||
(US$ MILLIONS)
|
|
2017
|
|
2016
|
|
2015
|
|||||
Interest paid
|
|
$
|
103
|
|
|
$
|
74
|
|
|
46
|
|
Income taxes paid
|
|
$
|
41
|
|
|
$
|
9
|
|
|
4
|
|
|
|
Year Ended December 31
|
||||||||||
(US$ MILLIONS)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Accounts receivable
|
|
$
|
(520
|
)
|
|
$
|
(55
|
)
|
|
(516
|
)
|
|
Inventory
|
|
(259
|
)
|
|
60
|
|
|
52
|
|
|||
Prepayments and other
|
|
185
|
|
|
(123
|
)
|
|
(122
|
)
|
|||
Accounts payable and other
|
|
503
|
|
|
127
|
|
|
646
|
|
|||
Changes in non-cash working capital, net
|
|
$
|
(91
|
)
|
|
$
|
9
|
|
|
$
|
60
|
|
F-77
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
Borrowings
|
||
Balance at January 1, 2017
|
|
$
|
1,551
|
|
Cash flows
|
|
349
|
|
|
Non-cash changes:
|
|
|
||
Acquisitions / (Disposition) of subsidiaries
|
|
1,386
|
|
|
Foreign currency translation
|
|
(7
|
)
|
|
Fair value
|
|
—
|
|
|
Other changes
|
|
(14
|
)
|
|
Balance at December 31, 2017
|
|
$
|
3,265
|
|
F-78
|
Brookfield Business Partners
|
|
|
Defined benefit pension plan
|
|
Post-retirement
plan
|
||||||||||||
(US$ MILLIONS)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Changes in defined benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit obligation at beginning of year
|
|
$
|
162
|
|
|
$
|
165
|
|
|
$
|
29
|
|
|
$
|
30
|
|
Service cost
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
||||
Interest cost
|
|
6
|
|
|
6
|
|
|
1
|
|
|
2
|
|
||||
Foreign currency exchange changes
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
1
|
|
||||
Actuarial gain due to financial assumption changes
|
|
6
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Actuarial gain due to demographic assumption changes
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial experience adjustments
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
||||
Benefits paid
|
|
(9
|
)
|
|
(10
|
)
|
|
1
|
|
|
(2
|
)
|
||||
Defined benefit obligation at end of year
|
|
$
|
164
|
|
|
$
|
162
|
|
|
$
|
28
|
|
|
$
|
29
|
|
|
|
|
|
|
|
|
|
|
||||||||
Changes in fair value of plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
(116
|
)
|
|
$
|
(108
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest income
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
Return on plan assets (excluding interest income)
|
|
(9
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
|
(7
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
||||
Employer direct settlements
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
||||
Benefits paid from employer
|
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
||||
Benefits paid from plan assets
|
|
8
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Administrative expenses paid from plan assets
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at year end
|
|
$
|
(126
|
)
|
|
$
|
(116
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net liability at end of year
|
|
$
|
38
|
|
|
$
|
46
|
|
|
$
|
28
|
|
|
$
|
29
|
|
(US$ MILLIONS)
|
|
United States
|
|
Canada
|
|
Other
|
|
Total
|
||||||||
Defined benefit pension plan
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit obligation
|
|
$
|
140
|
|
|
$
|
4
|
|
|
$
|
20
|
|
|
$
|
164
|
|
Fair value of plan assets
|
|
(110
|
)
|
|
(3
|
)
|
|
(13
|
)
|
|
(126
|
)
|
||||
Net liability
|
|
$
|
30
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
38
|
|
|
|
|
|
|
|
|
|
|
||||||||
Post-retirement plan
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit obligation at end of year
|
|
$
|
9
|
|
|
$
|
13
|
|
|
$
|
6
|
|
|
$
|
28
|
|
Net liability
|
|
$
|
9
|
|
|
$
|
13
|
|
|
$
|
6
|
|
|
$
|
28
|
|
F-79
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
United States
|
|
Canada
|
|
Other
|
|
Total
|
||||||||
Defined benefit pension plan
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit obligation
|
|
$
|
140
|
|
|
$
|
4
|
|
|
$
|
18
|
|
|
$
|
162
|
|
Fair value of plan assets
|
|
(101
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|
(116
|
)
|
||||
Net liability
|
|
$
|
39
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
46
|
|
|
|
|
|
|
|
|
|
|
||||||||
Post-retirement plan
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit obligation at end of year
|
|
$
|
11
|
|
|
$
|
14
|
|
|
$
|
4
|
|
|
$
|
29
|
|
Net liability
|
|
$
|
11
|
|
|
$
|
14
|
|
|
$
|
4
|
|
|
$
|
29
|
|
|
|
Defined benefit pension plan
|
|
Post-retirement
plan
|
||||||||||||
(US$ MILLIONS)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Amounts recognized in profit and loss
|
|
|
|
|
|
|
|
|
||||||||
Current service cost
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net interest expense
|
|
2
|
|
|
2
|
|
|
1
|
|
|
1
|
|
||||
Administrative expense
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Total expense recognized in profit and loss
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in other comprehensive income
|
|
|
|
|
|
|
|
|
||||||||
Return on plan assets (excluding amounts included in net interest expense)
|
|
$
|
(7
|
)
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Actuarial gains and losses arising from changes in demographic assumptions
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial gains and losses arising from changes in financial assumptions
|
|
6
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Actuarial gains and losses arising from experience adjustments
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
||||
Total expense (gain) recognized in other comprehensive income
|
|
$
|
(3
|
)
|
|
$
|
(5
|
)
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
Total expense (gain) recognized in comprehensive income
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
F-80
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
Level 1
|
|
Level 2
(1)
|
|
Level 3
(2)
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Equity instruments
|
|
1
|
|
|
18
|
|
|
—
|
|
|
19
|
|
||||
Debt instruments
|
|
2
|
|
|
90
|
|
|
—
|
|
|
92
|
|
||||
Investment funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed insurance contracts
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||
Total plan assets
|
|
$
|
5
|
|
|
$
|
108
|
|
|
$
|
13
|
|
|
$
|
126
|
|
(1)
|
Level 2 assets represent the net asset value of the underlying assets held by the investment fund. The assets are valued by the fund administrator.
|
(2)
|
Level 3 assets consist of insurance rights and equity and debt instruments pooled in an actively invested collective profit sharing arrangement with other third-party employers. The assets are valued using non-observable inputs by the plan administrator.
|
Discount rate
|
3.2% to 3.5%
|
|
Rate of compensation increase
|
1.6
|
%
|
Discount rate
|
3.5% to 5.1%
|
Health care cost trend on covered charges:
|
|
Immediate trend rate
|
6.9% to 8.5%
|
Ultimate trend rate
|
5.0% to 6.2%
|
(US$ MILLIONS)
|
|
Percentage increase
|
|
Impact on liability
|
|
Percentage decrease
|
|
Impact on liability
|
||||||
Defined benefit pension plan
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
0.25% to 1%
|
|
|
$
|
(5
|
)
|
|
0.25% to 1%
|
|
|
$
|
5
|
|
Rate of compensation increase
|
|
0.5
|
%
|
|
1
|
|
|
0.5
|
%
|
|
(1
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Post-retirement plan
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
0.25% to 1%
|
|
|
$
|
(2
|
)
|
|
0.25% to 1%
|
|
|
$
|
2
|
|
Health care cost trend rates
|
|
0.5% to 1%
|
|
|
1
|
|
|
0.5% to 1%
|
|
|
(1
|
)
|
F-81
|
Brookfield Business Partners
|
(US$ MILLIONS)
|
|
Defined benefit pension plan
|
|
Post-retirement plan
|
||||
2018
|
|
$
|
10
|
|
|
$
|
2
|
|
2019
|
|
10
|
|
|
2
|
|
||
2020
|
|
10
|
|
|
2
|
|
||
2021
|
|
10
|
|
|
2
|
|
||
2022
|
|
10
|
|
|
2
|
|
||
Thereafter
|
|
52
|
|
|
13
|
|
||
Total
|
|
$
|
102
|
|
|
$
|
23
|
|
(a)
|
Distribution
|
(b)
|
Acquisition of the GTA Bundle
|
(c)
|
Agreement to Acquire Westinghouse Electric Company
|
F-82
|
Brookfield Business Partners
|
(d)
|
Agreement to Acquire Schoeller Allibert
|
(e)
|
Graphite Electrode Manufacturing Business Distribution
|
F-83
|
Brookfield Business Partners
|
BYE-LAWS
of
BROOKFIELD BUSINESS PARTNERS L.P.
The undersigned
HEREBY CERTIFIES
that the attached Bye-Laws are a true copy of the Bye-Laws of
Brookfield Business Partners Limited
(
Company
) adopted by the Shareholder of the Company on 16 June 2016, in place of those adopted at the Statutory Meeting of the Company held on 23 September 2015.
/s/ Jane Sheere
Secretary
|
1.
|
DEFINITIONS AND INTERPRETATION
|
1.1
|
In these Bye-Laws, unless the context otherwise requires:
|
1.2
|
For the purposes of these Bye-Laws, a corporation which is a shareholder shall be deemed to be present in person at a general meeting if, in accordance with the Companies Acts, its authorised representative is present.
|
1.3
|
For the purposes of these Bye-Laws, a corporation which is a Director shall be deemed to be present in person at a Board meeting if an officer, attorney or other person authorised to attend on its behalf is present, and shall be deemed to discharge its duties and carry out any actions required under these Bye-Laws and the Companies Acts, including the signing and execution of documents, deeds and other instruments, if an officer, attorney or other person authorised to act on its behalf so acts.
|
1.4
|
Words importing only the singular number include the plural number and vice versa.
|
1.5
|
Words importing only the masculine gender include the feminine and neuter genders respectively.
|
1.6
|
Words importing persons include companies, associations, bodies of persons, whether corporate or not.
|
1.7
|
Words importing a Director as an individual shall include companies, associations and bodies of persons, whether corporate or not.
|
1.8
|
A reference to writing shall include typewriting, printing, lithography, photography and electronic record.
|
1.9
|
Any words or expressions defined in the Companies Acts in force at the date when these Bye-Laws or any part thereof are adopted shall bear the same meaning in these Bye-Laws or such part (as the case may be).
|
1.10
|
A reference to any statute or statutory provision (whether in Bermuda or elsewhere) includes a reference to any modification or re-enactment of it for the time being in force and to every rule, regulation or order made under it (or under any such modification or re-enactment) and for the time being in force and any reference to any rule, regulation or order made under any such statute or statutory provision includes a reference to any modification or replacement of such rule, regulation or order for the time being in force.
|
2.
|
REGISTERED OFFICE
|
3.
|
SHARE RIGHTS
|
3.1
|
Subject to any special rights conferred on the holders of any share or class of shares, any share in the Company may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may by Resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine.
|
3.2
|
Subject to the Companies Acts, any preference shares may, with the sanction of a resolution of the Board, be issued on terms:
|
(a)
|
that they are to be redeemed on the happening of a specified event or on a given date; and/or,
|
(b)
|
that they are liable to be redeemed at the option of the Company; and/or,
|
(c)
|
if authorised by the memorandum of association of the Company, that they are liable to be redeemed at the option of the holder.
|
3.3
|
The Board may, at its discretion and without the sanction of a Resolution, authorise the purchase by the Company of its own shares upon such terms as the Board may in its discretion determine, provided always that such purchase is effected in accordance with the provisions of the Companies Acts.
|
3.4
|
The Board may, at its discretion and without the sanction of a Resolution, authorise the acquisition by the Company of its own shares, to be held as treasury shares, upon such terms as the Board may in its discretion determine, provided always that such acquisition is effected in accordance with the provisions of the Companies Acts. The Company shall be entered in the Register as a Shareholder in respect of the shares held by the Company as treasury shares and shall be a Shareholder of the Company but subject always to the provisions of the Companies Acts and for the avoidance of doubt the Company shall not exercise any rights and shall not enjoy or participate in any of the rights attaching to those shares save as expressly provided for in the Companies Acts.
|
4.
|
MODIFICATION OF RIGHTS
|
4.1
|
Subject to the Companies Acts, all or any of the special rights for the time being attached to any class of shares for the time being issued may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of not less than seventy-five per cent (75%) of the issued shares of that class or with the sanction of a resolution passed at a separate general meeting of the holders of such shares voting in person or by proxy. To any such separate general meeting, all the provisions of these Bye-Laws as to general meetings of the Company shall
mutatis mutandis
apply, but so that the necessary quorum shall be one or more persons holding or representing by proxy any of the shares of the relevant class, that every holder of shares of the relevant class shall be entitled on a poll to one vote for every such share held by him and that any holder of shares of the relevant class present in person or by proxy may demand a poll.
|
4.2
|
The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking
pari passu
therewith.
|
5.
|
SHARES
|
5.1
|
Subject to the provisions of these Bye-Laws, the unissued shares of the Company (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may determine.
|
5.2
|
The Board may, without the sanction of a resolution, authorise the purchase by the Company of its own shares, of any class or series, at any price (whether at par or above or below par), and any shares to be so purchased may be selected in any manner whatsoever, upon such terms as the Board may in its discretion determine, provided always that such purchase is effected in accordance with the provisions of the Companies Act and any other applicable laws. The whole or any part of the amount payable on any such purchase may be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts.
|
5.3
|
Subject to the provisions of these Bye-Laws, any shares of the Company held by the Company as treasury shares shall be at the disposal of the Board, which may hold all or any of the shares, dispose of or transfer all or any of the shares for cash or other consideration, or cancel all or any of the shares.
|
5.4
|
The Board may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by law.
Subject to the provisions of the Companies Acts, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.
|
5.5
|
Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional part of a share or (except only as otherwise provided in these Bye-Laws or by law) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.
|
6.
|
CERTIFICATES
|
6.1
|
The preparation, issue and delivery of certificates shall be governed by the Companies Acts. In the case of a share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all.
|
6.2
|
If a share certificate is defaced, lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of the costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of defacement, on delivery of the old certificate to the Company.
|
6.3
|
All certificates for share or loan capital or other securities of the Company (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms and conditions for the time being relating thereto otherwise provide, be issued under the Seal or signed by a Director, the Secretary or any person authorised by the Board for that purpose. The Board may by resolution determine, either generally or in any particular case, that any signatures on any such certificates need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any persons.
|
7.
|
LIEN
|
7.1
|
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies, whether presently payable or not, called or payable, at a date fixed by or in accordance with the terms of issue of such share in respect of such share, and the Company shall also have a first and paramount lien on every share (other than a fully paid share) standing registered in the name of a Shareholder, whether singly or jointly with any other person, for all the debts and liabilities of such Shareholder or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such Shareholder, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Shareholder or his estate and any other person, whether a Shareholder or not. The Company's lien on a share shall extend to all dividends payable thereon. The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Bye-Law.
|
7.2
|
The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share.
|
7.3
|
The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person who was the holder of the share immediately before such sale. For giving effect to any such sale, the Board may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale.
|
8.
|
CALLS ON SHARES
|
8.1
|
The Board may from time to time make calls upon the Shareholders (for the avoidance of doubt excluding the Company in respect of any nil or partly paid shares held by the Company as treasury shares) in respect of any monies unpaid on their shares (whether on account of the par value of the shares or by way of premium) and not by the terms of issue thereof made payable at a date fixed by or in accordance with such terms of issue, and each Shareholder shall (subject to the Company serving upon him at least fourteen (14) days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Board may determine.
|
8.2
|
A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed.
|
8.3
|
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
|
8.4
|
If a sum called in respect of the share shall not be paid before or on the day appointed for payment thereof the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the time of actual payment at such rate as the Board may determine, but the Board shall be at liberty to waive payment of such interest wholly or in part.
|
8.5
|
Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or in accordance with such terms of issue, whether on account of the nominal amount of the share or by way of premium, shall for all the purposes of these Bye-Laws be deemed to be a call duly made, notified and payable on the date on which, by the terms of issue, the same becomes payable and, in case of non-payment, all the relevant provisions of these Bye-Laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
|
8.6
|
The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.
|
9.
|
FORFEITURE OF SHARES
|
9.1
|
If a Shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
|
9.2
|
The notice shall name a further day (not being less than fourteen (14) days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the shares in respect of which such call is made or instalment is payable will be liable to be forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-Laws to forfeiture shall include surrender.
|
9.3
|
If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments and interest due in respect thereof has
|
9.4
|
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.
|
9.5
|
A forfeited share shall be deemed to be the property of the Company and may be sold, re-offered or otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Board shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Board may think fit.
|
9.6
|
A person whose shares have been forfeited shall thereupon cease to be a Shareholder in respect of the forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Board may determine from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited.
|
9.7
|
An affidavit in writing that the deponent is a Director of the Company or the Secretary and that a share has been duly forfeited on the date stated in the affidavit shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on the sale, re-allotment or disposition thereof and the Board may authorise some person to transfer the share to the person to whom the same is sold, re-allotted or disposed of, and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the share.
|
10.
|
REGISTER OF SHAREHOLDERS
|
11.
|
REGISTER OF DIRECTORS AND OFFICERS
|
12.
|
TRANSFER OF SHARES
|
12.1
|
Subject to the Companies Acts and to such of the restrictions contained in these Bye-Laws as may be applicable, any Shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other form which the Board may approve. No such instrument shall be required on the redemption of a share or on the purchase by the Company of a share.
|
12.2
|
The instrument of transfer of a share shall be signed by or on behalf of the transferor and where any share is not fully-paid, the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. All instruments of transfer when registered may be retained by the Company. The Board may, in its absolute discretion and without assigning any reason therefor, decline to register any transfer of any share which is not a fully-paid share. The Board may also decline to register any transfer unless:
|
(a)
|
the instrument of transfer is duly stamped (if required by law) and lodged with the Company, accompanied by the certificate for the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer,
|
(b)
|
the instrument of transfer is in respect of only one class of share, and
|
(c)
|
where applicable, the permission of the Bermuda Monetary Authority with respect thereto has been obtained.
|
12.3
|
Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under this Bye-Law provided such exercise must occur in Bermuda.
|
12.4
|
If the Board declines to register a transfer it shall, within three (3) months after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.
|
12.5
|
No fee shall be charged by the Company for registering any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, stop notice, order of court or other instrument relating to or affecting the title to any share, or otherwise making an entry in the Register relating to any share.
|
13.
|
TRANSMISSION OF SHARES
|
13.1
|
In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint holder, and the estate representative, where he was sole holder, shall be the only person recognised by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased holder (whether the sole or joint) from any liability in respect of any share held by him solely or jointly with other persons. For the purpose of this Bye-Law,
estate representative
means the person to whom probate or letters of administration has or have been granted in Bermuda or, failing any such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this Bye-Law.
|
13.2
|
Any person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law may, subject as hereafter provided and upon such evidence being produced as may from time to time be required by the Board as to his entitlement, either be registered himself as the holder of the share or elect to have some person nominated by him registered as the transferee thereof. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee. All the limitations, restrictions and provisions of these Bye-Laws relating to the right to transfer and the registration of
|
13.3
|
A person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the Board as to his entitlement) be entitled to receive and may give a discharge for any dividends or other monies payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Shareholder until he shall have become registered as the holder thereof. The Board may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within sixty (60) days, the Board may thereafter withhold payment of all dividends and other monies payable in respect of the shares until the requirements of the notice have been complied with.
|
13.4
|
Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under this Bye-Law
provided such exercise occurs in Bermuda.
|
14.
|
INCREASE OF CAPITAL
|
14.1
|
The Company may from time to time increase its capital by such sum to be divided into shares of such par value as the Shareholders by Resolution shall prescribe.
|
14.2
|
The Company may, by the Resolution increasing the capital, direct that the new shares or any of them shall be offered in the first instance either at par or at a premium or (subject to the provisions of the Companies Acts) at a discount to all the holders for the time being of shares of any class or classes in proportion to the number of such shares held by them respectively or make any other provision as to the issue of the new shares.
|
14.3
|
The new shares shall be subject to all the provisions of these Bye-Laws with reference to lien, the payment of calls, forfeiture, transfer, transmission and otherwise.
|
15.
|
ALTERATION OF CAPITAL
|
15.1
|
The Company may from time to time by Resolution:
|
(a)
|
divide the Company’s shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;
|
(b)
|
consolidate and divide all or any of the Company’s share capital into shares of larger par value than its existing shares;
|
(c)
|
sub-divide the Company’s shares or any of them into shares of smaller par value than is fixed by the Company’s memorandum, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
|
(d)
|
make provision for the issue and allotment of shares which do not carry any voting rights.
|
15.2
|
The Company may from time to time by Resolution:
|
(a)
|
cancel shares which, at the date of the passing of the Resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled; and
|
(b)
|
change the currency denomination of its share capital.
|
15.3
|
Where any difficulty arises in regard to any division, consolidation, or sub-division under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the Shareholders who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
|
15.4
|
Subject to the Companies Acts and to any confirmation or consent required by law or these Bye-Laws, the Company may by Resolution from time to time convert any preference shares into redeemable preference shares.
|
16.
|
REDUCTION OF CAPITAL
|
16.1
|
Subject to the Companies Acts, its memorandum and any confirmation or consent required by law or these Bye-Laws, the Company may from time to time by Resolution authorise the reduction of its issued share capital or any share premium account in any manner.
|
16.2
|
In relation to any such reduction, the Company may by Resolution determine the terms upon which such reduction is to be effected including, in the case of a reduction of part only of a class of shares, those shares to be affected.
|
17.
|
GENERAL MEETINGS AND RESOLUTIONS IN WRITING
|
17.1
|
Save and to the extent that the Company elects to dispense with the holding of one or more of its annual general meetings in the manner permitted by the Companies Acts, the Board shall convene and the Company shall hold general meetings of the Shareholders of the Company as annual general meetings in accordance with the requirements of the Companies Acts at such times and places as the Board shall appoint. The Board may, whenever it thinks fit, and shall, when required by the Companies Acts, convene general meetings other than annual general meetings which shall be called special general meetings.
|
17.2
|
Except in the case of the removal of Auditors or Directors, anything which may be done by resolution of the Shareholders in general meeting or by resolution of any class of Shareholders in a separate general meeting may be done by resolution in writing, signed by the Shareholders (or the holders of such class of shares) who at the date of the notice of the resolution in writing represent the majority of votes that would be required if the resolution had been voted on at a meeting of the Shareholders. Such resolution in writing may be signed by the Shareholder or its proxy, or in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Acts) by its representative on behalf of such Shareholder, in as many counterparts as may be necessary.
|
17.3
|
Notice of any resolution in writing to be made under this Bye-Law shall be given to all the Shareholders who would be entitled to attend a meeting and vote on the resolution. The requirement to give notice of any resolution in writing to be
|
17.4
|
The accidental omission to give notice, in accordance with this Bye-Law, of a resolution in writing to, or the non-receipt of such notice by, any person entitled to receive such notice shall not invalidate the passing of the resolution in writing.
|
17.5
|
For the purposes of this Bye-Law, the date of the resolution in writing is the date when the resolution in writing is signed by, or on behalf of, the Shareholder who establishes the majority of votes required for the passing of the resolution in writing and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution in writing made in accordance with this Bye-Law, a reference to such date.
|
17.6
|
A resolution in writing made in accordance with this Bye-Law is as valid as if it had been passed by the Company in general meeting or, if applicable, by a meeting of the relevant class of Shareholders of the Company, as the case may be. A resolution in writing made in accordance with this Bye-Law shall constitute minutes for the purposes of the Companies Acts and these Bye-Laws.
|
18.
|
NOTICE OF GENERAL MEETINGS
|
18.1
|
An annual general meeting shall be called by not less than five (5) days’ notice in writing and a special general meeting shall be called by not less than five (5) days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, day and time of the meeting, and, the nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by these Bye-Laws to all Shareholders other than such as, under the provisions of these Bye-Laws or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company and every Director and to any Resident Representative who or which has delivered a written notice upon the Registered Office requiring that such notice be sent to him or it.
|
(a)
|
in the case of a meeting called as an annual general meeting, by all the Shareholders entitled to attend and vote thereat;
|
(b)
|
in the case of any other meeting, by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent (95%) in nominal value of the shares giving that right.
|
18.2
|
The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.
|
18.3
|
The Board may cancel or postpone a meeting of the Shareholders after it has been convened and notice of such cancellation or postponement shall be served in accordance with these Bye-Laws upon all Shareholders entitled to notice of the meeting so cancelled or postponed setting out, where the meeting is postponed to a specific date, notice of the new meeting in accordance with this Bye-Law.
|
19.
|
PROCEEDINGS AT GENERAL MEETINGS
|
19.1
|
In accordance with the Companies Acts, a general meeting may be held with only one individual present provided that the requirement for a quorum is satisfied. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Bye-Laws, at least one Shareholder present in person or by proxy and entitled to vote shall be a quorum for all purposes.
|
19.2
|
If within five (5) minutes (or such longer time as the chairman of the meeting may determine to wait) after the time appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition of Shareholders, shall be dissolved. In any other case, it shall stand adjourned to such other day and such other time and place as the chairman of the meeting may determine and at such adjourned meeting one Shareholder present in person or by proxy (whatever the number of shares held by him) and entitled to vote shall be a quorum. The Company shall give not less than five (5) days’ notice of any meeting adjourned through want of a quorum and such notice shall state that the one Shareholder present in person or by proxy (whatever the number of shares held by them) and entitled to vote shall be a quorum.
|
19.3
|
Each Director, and upon giving the notice referred to in Bye-Law 18.1 above, the Resident Representative, if any, shall be entitled to attend and speak at any general meeting of the Company.
|
19.4
|
The Board may choose one of their number to preside as chairman at every general meeting. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act or if only one Director is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote on a poll shall elect one of their number to be chairman.
|
19.5
|
The chairman of the meeting may, with the consent by resolution of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for three (3) months or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as expressly provided by these Bye-Laws, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
|
20.
|
VOTING
|
20.1
|
Save where a greater majority is required by the Companies Acts or these Bye-Laws, any question proposed for consideration at any general meeting shall be decided on by a simple majority of votes cast.
|
20.2
|
At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands or by a count of votes received in the form of electronic records, unless (before or on the declaration of the result of the show of hands or count of votes received as electronic records or on the withdrawal of any other demand for a poll) a poll is demanded by:
|
(a)
|
the chairman of the meeting; or
|
(b)
|
at least three (3) Shareholders present in person or represented by proxy; or
|
(c)
|
any Shareholder or Shareholders present in person or represented by proxy and holding between them not less than one tenth (1/10) of the total voting rights of all the Shareholders having the right to vote at such meeting; or
|
(d)
|
a Shareholder or Shareholders present in person or represented by proxy holding shares conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one tenth (1/10) of the total sum paid up on all such shares conferring such right.
|
20.3
|
If a poll is duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
|
20.4
|
A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner and either forthwith or at such time (being not later than three (3) months after the date of the demand) and place as the chairman shall direct. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll.
|
20.5
|
The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded and it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.
|
20.6
|
On a poll, votes may be cast either personally or by proxy.
|
20.7
|
A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
|
20.8
|
In the case of an equality of votes at a general meeting, whether on a show of hands or count of votes received as electronic records or on a poll, the chairman of such meeting shall not be entitled to a second or casting vote and the resolution shall fail.
|
20.9
|
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.
|
20.10
|
A Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of whom an order has been made by any Court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee,
curator bonis
or other person in the nature of a receiver, committee or
curator bonis
appointed by such Court and such receiver, committee,
curator bonis
or other person may vote on a poll by proxy, and may otherwise act and be treated as such Shareholder for the purpose of general meetings.
|
20.11
|
No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.
|
20.12
|
If:
|
(a)
|
any objection shall be raised to the qualification of any voter; or,
|
(b)
|
any votes have been counted which ought not to have been counted or which might have been rejected; or,
|
(c)
|
any votes are not counted which ought to have been counted,
|
21.
|
PROXIES AND CORPORATE REPRESENTATIVES
|
21.1
|
The instrument appointing a proxy or corporate representative shall be in writing executed by the appointor or his attorney authorised by him in writing or, if the appointor is a corporation, either under its seal or executed by an officer, attorney or other person authorised to sign the same.
|
21.2
|
Any Shareholder may appoint a proxy or (if a corporation) representative for a specific general meeting, and adjournments thereof, or may appoint a standing proxy or (if a corporation) representative, by serving on the Company at the Registered Office, or at such place or places as the Board may otherwise specify for the purpose, a proxy or (if a corporation) an authorisation. Any standing proxy or authorisation shall be valid for all general meetings and adjournments thereof or resolutions in writing, as the case may be, until notice of revocation is received at the Registered Office or at such place or places as the Board may otherwise specify for the purpose. Where a standing proxy or authorisation exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the Shareholder is present or in respect to which the Shareholder has specially appointed a proxy or representative. The Board may from time to time require such evidence as it shall deem necessary as to the due execution and continuing validity of any standing proxy or authorisation and the operation of any such standing proxy or authorisation shall be deemed to be suspended until such time as the Board determines that it has received the requested evidence or other evidence satisfactory to it.
|
21.3
|
Notwithstanding Bye-Law 21.2, a Shareholder may appoint a proxy which shall be irrevocable in accordance with its terms and the holder thereof shall be the only person entitled to vote the relevant shares at any meeting of the shareholders at which such holder is present. Notice of the appointment of any such proxy shall be given to the Company at its Registered Office, and shall include the name, address, telephone number and electronic mail address of the proxy holder. The Company shall give to the proxy holder notice of all meetings of Shareholders of the Company and shall be obliged to recognise the holder of such proxy until such time as the holder notifies the Company in writing that the proxy is no longer in force.
|
21.4
|
Subject to Bye-Law 21.2 and 21.3, the instrument appointing a proxy or corporate representative together with such other evidence as to its due execution as the Board may from time to time require, shall be delivered at the Registered Office (or at such place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case or the case of a resolution in writing, in any document sent therewith) prior to the holding of the relevant meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll, or, in the case of a resolution in writing, prior to the effective date of the resolution in writing and in default the instrument of proxy or authorisation shall not be treated as valid.
|
21.5
|
Subject to Bye-Law 21.2 and 21.3, the decision of the chairman of any general meeting as to the validity of any appointments of a proxy shall be final.
|
21.6
|
Instruments of proxy or authorisation shall be in any common form or in such other form as the Board may approve and the Board may, if it thinks fit, send out with the notice of any meeting or any resolution in writing forms of instruments of proxy or authorisation for use at that meeting or in connection with that resolution in writing. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll, to speak at the meeting and to vote on any amendment of a resolution in writing or amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy or authorisation shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.
|
21.7
|
A vote given in accordance with the terms of an instrument of proxy or authorisation shall be valid notwithstanding the previous death or unsoundness of mind of the principal, or revocation of the instrument of proxy or of the corporate authority, provided that no intimation in writing of such death, unsoundness of mind or revocation shall have been received by the Company at the Registered Office (or such other place as may be specified for the delivery of instruments of proxy or authorisation in the notice convening the meeting or other documents sent therewith) at least one hour before the commencement of the meeting or adjourned meeting, or the taking of the poll, or the day before the effective date of any resolution in writing at which the instrument of proxy or authorisation is used.
|
21.8
|
Subject to the Companies Acts, the Board may at its discretion waive any of the provisions of these Bye-Laws related to proxies or authorisations and, in particular, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend, speak and vote on behalf of any Shareholder at general meetings or to sign resolutions in writing.
|
22.
|
APPOINTMENT AND REMOVAL OF DIRECTORS
|
22.1
|
The number of Directors shall be not less than three (3) and not more than eleven (11) or such other numbers as the Shareholders by Resolution may from time to time determine of whom not less than three (3), or such greater number as shall constitute a majority of the Board from time to time, shall be Independent Directors and, subject to the Companies Acts and these Bye-Laws, the Directors shall be elected or appointed by the Shareholders by Resolution and shall serve for such term as the Shareholders by Resolution may determine, or in the absence of such determination, until the termination of the next Annual General Meeting following their appointment. All Directors, upon election or appointment (except upon re-election at an Annual General Meeting), must provide written acceptance of their appointment, in such form as the Board may think fit, by notice in writing to the Registered Office within thirty (30) days of their appointment.
|
22.2
|
The Shareholders may by Resolution increase the maximum number of Directors. Any one or more vacancies in the Board not filled by the Shareholders at any general meeting of the Shareholders shall be deemed casual vacancies for the purposes of these Bye-Laws. Without prejudice to the power of the Shareholders by Resolution in pursuance of any of the provisions of these Bye-Laws to appoint any person to be a Director, the Board, so long as a quorum of Directors remains in office, shall have power at any time and from time to time to appoint any individual to be a Director so as to fill a casual vacancy, provided that not more than 50% of the Directors (as a group) or of the Independent Directors (as a group) be comprised of directors who are residents of any one jurisdiction (other than Bermuda and any other jurisdiction designated by the Board from time to time).
|
22.3
|
The Shareholders may in special general meeting called for that purpose remove a Director, provided notice of any such meeting shall be served upon the Director concerned not less than fourteen (14) days before the meeting and he shall be entitled to be heard at that meeting. Any vacancy created by such removal of a Director at a special general meeting may be filled at the meeting by the election of another Director in his place or, in the absence of any such election, by the Board, provided that not more than 50% of the Directors (as a group), or the Independent Directors (as a group), be comprised of
|
22.4
|
If the death, resignation or removal of an Independent Director results in the Board consisting of less than a majority of Independent Directors, the vacancy shall be filled as promptly as practicable. Pending the filling of such vacancy, the Board may temporarily consist of less than a majority of Independent Directors and those Directors who do not meet the standards for independence may continue to hold office.
|
22.5
|
At no time shall more than 50% of the Directors (as a group) or the Independent Directors (as a group) be comprised of directors who are residents of any one jurisdiction (other than Bermuda and any other jurisdiction designated by the Board from time to time).
|
23.
|
RESIGNATION AND DISQUALIFICATION OF DIRECTORS
|
23.1
|
if he resigns his office by notice in writing delivered to the Registered Office or tendered at a meeting of the Board;
|
23.2
|
if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that his office is vacated;
|
23.3
|
if he becomes bankrupt or insolvent under the laws of any country, suspends payments to his creditors, or becomes subject to or institutes any proceedings, arrangements or compromise with his creditors;
|
23.4
|
if he is prohibited by law from being a Director or, in the case of a corporate Director, is otherwise unable to carry on or transact business;
|
23.5
|
if he ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these Bye-Laws; or
|
23.6
|
upon notice being given in writing by all other Directors then holding office, after such Director shall have been absent without leave from three (3) consecutive meetings of the Board.
|
24.
|
DIRECTORS’ FEES AND ADDITIONAL REMUNERATION AND EXPENSES
|
25.
|
DIRECTORS’ INTERESTS
|
25.1
|
A Director may act by himself or his firm in a professional capacity for the Company (other than as Auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
|
25.2
|
Subject to the provisions of the Companies Acts, and as provided herein, a Director may notwithstanding his office be a party to, or otherwise directly or indirectly interested in, any contract, transaction or arrangement with the Company, the Partnership or any entity in which the Company or the Partnership is otherwise interested, provided the nature of such interest shall be disclosed by such Director to each member of the Board at or in advance of any meeting of the Board in which the Board intend to discuss the participation of the Company in any such contract, transaction or arrangement. Such disclosure may take the form of a general notice to the Board to the effect that the Director has an interest in a specified company or firm and is to be regarded as interested in any contract, transaction or arrangement which may after the date of the notice be made with that company or firm or its affiliates.
|
25.3
|
Subject to disclosure of the interest in such contract, transaction or arrangement, as aforesaid, the Director concerned shall be entitled to attend, participate and vote in any meeting with respect to such contract, transaction or arrangement, and any transaction approved by the Board at such meeting will not be void or voidable by reason thereof, provided the Board shall have authorised the transaction in good faith following the disclosure of interest by the Director(s) concerned or the transaction is fair to the Company and the Partnership at the time it is approved.
|
25.4
|
So long as he declares the nature of his interest as aforesaid, a Director shall not by reason of his office be accountable to the Company for any benefit which he derives from any office or employment to which these Bye-Laws allow him to be appointed or from any contract, transaction or arrangement in which these Bye-Laws allow him to be interested.
|
26.
|
POWERS AND DUTIES OF THE BOARD
|
26.1
|
Subject to the provisions of the Companies Acts and these Bye-Laws, the Board shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company. No alteration of these Bye-Laws and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Bye-Law shall not be limited by any special power given to the Board by these Bye-Laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.
|
26.2
|
The Board may exercise all the powers of the Company except those powers that are required by the Companies Acts or these Bye-Laws to be exercised by the Shareholders.
|
26.3
|
All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.
|
26.4
|
The Board on behalf of the Company may provide benefits, whether by the payment of gratuities or pensions or otherwise, for any person including any Director or former Director who has held any executive office or employment with the Company or with any body corporate which is or has been a subsidiary or affiliate of the Company or a predecessor in the business of the Company or of any such subsidiary or affiliate, and to any member of his family or any person who is or was dependent on him, and may contribute to any fund and pay premiums for the purchase or provision of any such gratuity, pension or other benefit, or for the insurance of any such person.
|
27.
|
DELEGATION OF THE BOARD’S POWERS
|
27.1
|
The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Bye-Laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney and of such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney may, if so authorised by the power of attorney, execute any deed, instrument or other document on behalf of the Company.
|
27.2
|
The Board may entrust to and confer upon any Director, Officer or, without prejudice to the provisions of Bye-Law 27.3, other person, any of the powers, authorities and discretions exercisable by it upon such terms and conditions with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions, and may from time to time revoke or vary all or any of such powers, authorities and discretions, but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.
|
27.3
|
The Board may delegate any of its powers, authorities and discretions to committees, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit, subject to the provisions of 27.4 and 27.5 below. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in conducting its proceedings conform to any regulations which may be imposed upon it by the Board. If no regulations are imposed by the Board the proceedings of a committee with two (2) or more members shall be, as far as is practicable, governed by the Bye-Laws regulating the proceedings of the Board. At no time shall more than 50% of the members of a committee be comprised of persons who are residents of any one jurisdiction (other than Bermuda and any other jurisdiction designated by the Board from time to time.)
|
27.4
|
The Board shall be required to establish and maintain an audit committee that operates pursuant to a written charter approved by the Board. Such committee shall consist solely of Independent Directors, all of whom are to be financially literate and one of whom shall be designated as ‘audit committee financial expert’. At no time shall more than 50% of the members of such committee consist of Directors who residents of any one jurisdiction (other than Bermuda and any other jurisdiction designated by the Board from time to time).
|
27.5
|
The Board shall be required to establish and maintain a nominating and governance committee that operates pursuant to a written charter approved by the Board. Such committee shall consist solely of directors who are Independent Directors. At no time shall more than 50% of the members of such committee consist of Directors who are residents of any one jurisdiction (other than Bermuda and any other jurisdiction designated by the Board from time to time).
|
28.
|
PROCEEDINGS OF THE BOARD
|
28.1
|
The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Subject to any requirements requiring the approval of the Independent Directors, questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board.
|
28.2
|
Notice of a meeting of the Board may be given to a Director by word of mouth or in any manner permitted by these Bye-Laws. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the meeting.
|
28.3
|
The quorum necessary for the transaction of the business of the Board shall be at least two fifths of the Directors in office at such time provided that (1) not more than 50% of all directors in attendance are residents of any one jurisdiction (other
|
28.4
|
A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present.
|
28.5
|
The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice to the Registered Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings of the Board.
|
28.6
|
So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting.
|
28.7
|
The Board may choose one of their number to preside as chairman at every meeting of the Board. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting.
|
28.8
|
The meetings and proceedings of any committee consisting of two (2) or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board.
|
28.9
|
A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned.
|
28.10
|
A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. At no time shall more than 50% of the Directors participating in such meeting participate from any one jurisdiction (other than Bermuda and any other jurisdiction designated by the Board from time to time).
|
28.11
|
Save for acts of the audit committee and the nominating and governance committee, all acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised.
|
28.12
|
If a question arises at a meeting of the Board or a committee of the Board as to the entitlement of a Director to vote or be counted in a quorum, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed. If any such question arises in respect of the chairman of the meeting, it shall be decided by resolution of the Board (on which the chairman shall not vote) and
|
29.
|
OFFICERS
|
29.1
|
The Officers of the Company, who may or may not be Directors, may be appointed by the Board at any time. Any person appointed pursuant to this Bye-Law shall hold office for such period and upon such terms as the Board may determine and the Board may revoke or terminate any such appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such Officer may have against the Company or the Company may have against such Officer for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Save as provided in the Companies Acts or these Bye-Laws, the powers and duties of the Officers of the Company shall be such (if any) as are determined from time to time by the Board.
|
29.2
|
The provisions of these Bye-Laws as to resignation and disqualification of Directors shall
mutatis mutandis
apply to the resignation and disqualification of Officers.
|
30.
|
MINUTES
|
30.1
|
The Board shall cause minutes to be made and books kept for the purpose of recording:
|
(a)
|
all appointments of Officers made by the Board;
|
(b)
|
the names of the Directors and other persons (if any) present at each meeting of the Board and of any committee; and
|
(c)
|
all proceedings at meetings of the Company, of the holders of any class of shares in the Company, of the Board and of committees appointed by the Board or the Shareholders.
|
30.2
|
Shareholders shall only be entitled to see the register of Directors and Officers, the Register, the financial information provided for in Bye-Law 37.3 and the minutes of meetings of the Shareholders of the Company.
|
31.
|
SECRETARY AND RESIDENT REPRESENTATIVE
|
31.1
|
The Secretary (including one or more deputy or assistant secretaries) and, if required, the Resident Representative, shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any Secretary and Resident Representative so appointed may be removed by the Board. The duties of the Secretary and the duties of the Resident Representative shall be those prescribed by the Companies Acts together with such other duties as shall from time to time be prescribed by the Board.
|
31.2
|
A provision of the Companies Acts or these Bye-Laws requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.
|
32.
|
THE SEAL
|
32.1
|
The Board may authorise the production of a common seal of the Company and one or more duplicate common seals of the Company, which shall consist of a circular device with the name of the Company around the outer margin thereof and the country and year of registration in Bermuda across the centre thereof.
|
32.2
|
Any document required to be under seal or executed as a deed on behalf of the Company may be:
|
(a)
|
executed under the Seal in accordance with these Bye-Laws; or
|
(b)
|
signed or executed by any person authorised by the Board for that purpose, without the use of the Seal.
|
32.3
|
The Board shall provide for the custody of every Seal. A Seal shall only be used by authority of the Board or of a committee constituted by the Board. Subject to these Bye-Laws, any instrument to which a Seal is affixed shall be attested by the signature of:
|
(a)
|
a Director; or
|
(b)
|
the Secretary; or
|
(c)
|
any one person authorised by the Board for that purpose.
|
33.
|
DIVIDENDS AND OTHER PAYMENTS
|
33.1
|
The Board may from time to time declare dividends or distributions out of contributed surplus to be paid to the Shareholders according to their rights and interests, including such interim dividends as appear to the Board to be justified by the position of the Company. The Board, in its discretion, may determine that any dividend shall be paid in cash or shall be satisfied, subject to Bye-Law 35, in paying up in full shares in the Company to be issued to the Shareholders credited as fully paid or partly paid or partly in one way and partly the other. The Board may also pay any fixed cash dividend which is payable on any shares of the Company half yearly or on such other dates, whenever the position of the Company, in the opinion of the Board, justifies such payment.
|
33.2
|
Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:
|
(a)
|
all dividends or distributions out of contributed surplus may be declared and paid according to the amounts paid up on the shares in respect of which the dividend or distribution is paid, and an amount paid up on a share in advance of calls may be treated for the purpose of this Bye-Law as paid-up on the share;
|
(b)
|
dividends or distributions out of contributed surplus may be apportioned and paid pro rata according to the amounts paid-up on the shares during any portion or portions of the period in respect of which the dividend or distribution is paid.
|
33.3
|
The Board may deduct from any dividend, distribution or other monies payable to a Shareholder by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company.
|
33.4
|
No dividend, distribution or other monies payable by the Company on or in respect of any share shall bear interest against the Company.
|
33.5
|
Any dividend, distribution or interest, or part thereof payable in cash, or any other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post or by courier addressed to the holder at his address in the Register or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his registered address as appearing in the Register or addressed to such person at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first in the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. Any one of two (2) or more joint holders may give effectual receipts for any dividends, distributions or other monies payable or property distributable in respect of the shares held by such joint holders.
|
33.6
|
Any dividend or distribution out of contributed surplus unclaimed for a period of six (6) years from the date of declaration of such dividend or distribution shall be forfeited and shall revert to the Company and the payment by the Board of any unclaimed dividend, distribution, interest or other sum payable on or in respect of the share into a separate account shall not constitute the Company a trustee in respect thereof.
|
33.7
|
The Board may also, in addition to its other powers, direct payment or satisfaction of any dividend or distribution out of contributed surplus wholly or in part by the distribution of specific assets, and in particular of paid-up shares or debentures of any other company, and where any difficulty arises in regard to such distribution or dividend, the Board may settle it as it thinks expedient, and in particular, may authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution or dividend purposes of any such specific assets and may determine that cash payments shall be made to any Shareholders upon the footing of the values so fixed in order to secure equality of distribution and may vest any such specific assets in trustees as may seem expedient to the Board, provided that such dividend or distribution may not be satisfied by the distribution of any partly paid shares or debentures of any company without the sanction of a Resolution.
|
34.
|
RESERVES
|
35.
|
CAPITALISATION OF PROFITS
|
35.1
|
The Board may from time to time resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account and accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, on the footing that the same be not paid in cash but
|
35.2
|
Where any difficulty arises in regard to any distribution under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders.
|
36.
|
RECORD DATES
|
37.
|
ACCOUNTING RECORDS
|
37.1
|
The Board shall cause to be kept accounting records sufficient to give a true and fair view of the state of the Company's affairs and to show and explain its transactions, in accordance with the Companies Acts.
|
37.2
|
The records of account shall be kept at the Registered Office or at such other place or places as the Board thinks fit, and shall at all times be open to inspection by the Directors, PROVIDED that if the records of account are kept at some place outside Bermuda, there shall be kept at an office of the Company in Bermuda such records as will enable the Directors to ascertain with reasonable accuracy the financial position of the Company at the end of each three (3) month period. No Shareholder (other than an Officer of the Company) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the Board or by Resolution.
|
37.3
|
A copy of every balance sheet and statement of income and expenditure, including every document required by law to be annexed thereto, which is to be laid before the Company in general meeting, together with a copy of the Auditors' report, shall be sent to each person entitled thereto in accordance with the requirements of the Companies Acts.
|
38.
|
AUDIT
|
39.
|
SERVICE OF NOTICES AND OTHER DOCUMENTS
|
39.1
|
Any notice or other document (including but not limited to a share certificate, any notice of a general meeting of the Company, any instrument of proxy and any document to be sent in accordance with Bye-Law 37.3) may be sent to, served on or delivered to any Shareholder by the Company
|
(a)
|
personally;
|
(b)
|
by sending it through the post (by airmail where applicable) in a pre-paid letter addressed to such Shareholder at his address as appearing in the Register;
|
(c)
|
by sending it by courier to or leaving it at the Shareholder’s address appearing in the Register;
|
(d)
|
where applicable, by sending it by email or facsimile or other mode of representing or reproducing words in a legible and non-transitory form or by sending an electronic record of it by electronic means, in each case to an address or number supplied by such Shareholder for the purposes of communication in such manner; or
|
(e)
|
by publication of an electronic record of it on a website and notification of such publication (which shall include the address of the website, the place on the website where the document may be found, and how the document may be accessed on the website) by any of the methods set out in paragraphs (a), (b), (c) or (d) of this Bye-Law, in accordance with the Companies Acts.
|
39.2
|
Any notice or other document shall be deemed to have been served on or delivered to any Shareholder by the Company
|
(a)
|
if sent by personal delivery, at the time of delivery;
|
(b)
|
if sent by post, forty-eight (48) hours after it was put in the post;
|
(c)
|
if sent by courier or facsimile, twenty-four (24) hours after sending;
|
(d)
|
if sent by email or other mode of representing or reproducing words in a legible and non-transitory form or as an electronic record by electronic means, twelve (12) hours after sending; or
|
(e)
|
if published as an electronic record on a website, at the time that the notification of such publication shall be deemed to have been delivered to such Shareholder,
|
39.3
|
Any notice or other document delivered, sent or given to a Shareholder in any manner permitted by these Bye-Laws shall, notwithstanding that such Shareholder is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Shareholder as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.
|
39.4
|
Save as otherwise provided, the provisions of these Bye-Laws as to service of notices and other documents on Shareholders shall
mutatis mutandis
apply to service or delivery of notices and other documents to the Company or any Director or Resident Representative pursuant to these Bye-Laws.
|
40.
|
WINDING UP
|
41.
|
INDEMNITY
|
41.1
|
Subject to the proviso below, every Indemnified Person shall be indemnified and held harmless, to the fullest extent permitted by law, by and out of the assets of the Company against any and all losses, claims, damages, liabilities, costs or expenses, judgements, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil or criminal (including liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs including defence costs incurred in defending any legal proceedings, whether civil or criminal and expenses properly payable) incurred or suffered by such Indemnified Person by or by reason of any act done, conceived in or omitted in the conduct of the Company’s business, or in connection with the Partnership’s investments and activities, or in respect of or arising from the Indemnified Person holding its position or discharging the duties of such position, and the indemnity contained in this Bye-Law shall extend to any Indemnified Person acting in any office or trust in the reasonable belief that he has been appointed or elected to such office or trust notwithstanding any defect in such appointment or election, PROVIDED ALWAYS that the indemnity contained in this Bye-Law shall not extend to any matter which would render it void pursuant to the Companies Acts nor to any claims or rights of action arising out of the bad faith, fraud or wilful misconduct of such Indemnified Person, or in the case of a criminal matter, to the extent the Indemnified Person knew, or ought reasonably to have known, that the action concerned was unlawful.
|
41.2
|
No Indemnified Person shall be liable to the Company for the acts, defaults or omissions of any other Indemnified Person.
|
41.3
|
To the extent that any Indemnified Person is entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or discharged by him, the relevant indemnity shall take effect as an obligation of the Company to reimburse the person making such payment or effecting such discharge.
|
41.4
|
Each Shareholder and the Company agree:
|
(a)
|
to waive to the fullest extent permitted by law any claim or right of action he or it may at any time have, whether individually or by or in the right of the Company, against any Indemnified Person on account of any action taken by such Indemnified Person or the failure of such Indemnified Person to take any action in the performance of his duties (fiduciary or otherwise) with or for the Company, PROVIDED HOWEVER that such waiver shall not apply to any claims or rights of action arising out of the bad faith, fraud or wilful misconduct of such Indemnified Person or to recover any gain, personal profit or advantage to which such Indemnified Person is not legally entitled, or in the case of a criminal matter, to the extent the Indemnified Person knew, or ought reasonably to have known, that the action concerned was unlawful; and
|
(b)
|
any action taken or omitted to be taken, by any Indemnified Person with the approval of the Independent Directors will not constitute a breach of any duties stated or implied by law or equity, including fiduciary duties.
|
41.5
|
The Company shall advance moneys to any Indemnified Person for the costs, charges, and expenses incurred by the Indemnified Person in defending any civil or criminal proceedings against them, on condition and receipt of an undertaking in a form satisfactory to the Company that the Indemnified Person shall repay such portion of the advance attributable to any claim of fraud or dishonesty if such a claim is proved against the Indemnified Person.
|
41.6
|
The advance of moneys shall not be paid unless the advance is duly authorised upon a determination that the indemnification of the Indemnified Person was appropriate because the Indemnified Person has met the standard of conduct which entitles the Indemnified Person to indemnification and further the determination referred to above must be made by a majority vote of the Board at a meeting duly constituted by a quorum of Directors not party to the proceedings in respect of which the indemnification is, or would be, claimed; or, in the case such meeting cannot be constituted by lack of disinterested quorum, by an independent third party; or, alternatively, by a majority vote of the Shareholders.
|
42.
|
AMALGAMATION AND MERGER
|
43.
|
CONTINUATION
|
44.
|
ALTERATION OF BYE-LAWS
|
|
|
Page
|
|
Article 1 DEFINITIONS
|
|
1
|
|
1.1
|
Defined Terms
|
1
|
|
1.2
|
Terms Generally
|
15
|
|
1.3
|
Accounting Terms; GAAP
|
16
|
|
1.4
|
Time
|
16
|
|
1.5
|
Currency
|
16
|
|
1.6
|
Borrowers Jointly and Severally Liable
|
16
|
|
1.7
|
Amount of Credit
|
16
|
|
1.8
|
Schedules
|
16
|
|
Article 2 THE CREDIT FACILITY
|
17
|
|
|
2.1
|
Establishment of Credit Facility
|
17
|
|
2.2
|
Loans and Borrowings
|
17
|
|
2.3
|
Requests for Borrowings
|
17
|
|
2.4
|
Interest
|
18
|
|
2.5
|
Bankers’ Acceptances
|
19
|
|
2.6
|
Evidence of Debt
|
22
|
|
2.7
|
Termination and Reduction of Credit Commitment
|
22
|
|
2.8
|
Repayment of Loans
|
22
|
|
2.9
|
Mandatory Repayments
|
23
|
|
2.1
|
Voluntary Prepayments and Cancellation
|
23
|
|
2.11
|
Extension of Maturity Date
|
23
|
|
2.12
|
Alternate Rate of Interest
|
24
|
|
2.13
|
Increased Costs; Illegality
|
24
|
|
2.14
|
Breakage Costs
|
25
|
|
2.15
|
Withholding Tax Indemnity.
|
26
|
|
2.16
|
Payments Generally
|
29
|
|
2.17
|
Currency Indemnity
|
29
|
|
2.18
|
Addition of Borrowers
|
30
|
|
Article 3 REPRESENTATIONS AND WARRANTIES
|
30
|
|
|
3.1
|
Organization; Powers
|
30
|
|
3.2
|
Authorization; Enforceability
|
30
|
|
3.3
|
Governmental Approvals; No Conflicts
|
30
|
|
3.4
|
Financial Information
|
31
|
|
3.5
|
Litigation
|
31
|
|
3.6
|
Compliance with Laws and Agreements
|
31
|
|
3.7
|
Taxes
|
31
|
|
3.8
|
Ownership of Property
|
32
|
|
3.9
|
Pension Plans
|
32
|
|
3.1
|
No Order or Judgments
|
32
|
|
3.11
|
No Material Adverse Effect
|
32
|
|
3.12
|
Defaults
|
32
|
|
3.13
|
Environmental Matters
|
32
|
|
3.14
|
Fiscal Year
|
33
|
|
3.15
|
Money Laundering Laws
|
33
|
|
3.16
|
Office of Foreign Assets Control
|
33
|
|
3.17
|
Survival of Representations and Warranties
|
33
|
|
3.18
|
Deemed Repetition
|
34
|
|
Article 4 CONDITIONS PRECEDENT
|
34
|
|
|
4.1
|
Effective Date
|
34
|
|
4.2
|
Each Borrowing
|
35
|
|
Article 5 AFFIRMATIVE COVENANTS
|
35
|
|
|
5.1
|
Financial Statements and Other Information
|
35
|
|
5.2
|
Existence; Conduct of Business
|
36
|
|
5.3
|
Timely Payment
|
36
|
|
5.4
|
Books and Records
|
36
|
|
5.5
|
Compliance with Laws
|
37
|
|
5.6
|
Insurance
|
37
|
|
5.7
|
Operation of Business
|
37
|
|
5.8
|
Maintenance of Assets
|
37
|
|
5.9
|
Financial Covenant
|
37
|
|
5.1
|
Payment of Taxes
|
38
|
|
5.11
|
Use of Proceeds
|
38
|
|
5.12
|
Pensions
|
38
|
|
Article 6 NEGATIVE COVENANTS
|
38
|
|
|
6.1
|
Liens
|
38
|
|
6.2
|
Fundamental Changes
|
39
|
|
6.3
|
Financial Instrument Obligations
|
39
|
|
6.4
|
Limitation on Distributions
|
39
|
|
6.5
|
Acquisitions
|
40
|
|
Article 7 EVENTS OF DEFAULT
|
40
|
|
|
7.1
|
Events of Default
|
40
|
|
7.2
|
Legal Proceedings
|
43
|
|
7.3
|
Non-Merger
|
43
|
|
Article 8 GUARANTEEs
|
43
|
|
|
8.1
|
Guarantees
|
43
|
|
8.2
|
Indemnity
|
44
|
|
8.3
|
Payment and Performance
|
44
|
|
8.4
|
Continuing Obligation
|
44
|
|
8.5
|
Obligor Guarantee Unaffected
|
45
|
|
8.6
|
Waivers
|
45
|
|
8.7
|
Lender’s Right to Act
|
46
|
|
8.8
|
Action or Inaction
|
47
|
|
8.9
|
Lender’s Rights
|
47
|
|
8.1
|
Demand
|
47
|
|
8.11
|
General Limitations on Guarantee Obligations
|
47
|
|
Article 9 MISCELLANEOUS
|
48
|
|
|
9.1
|
Notices
|
48
|
|
9.2
|
Waivers
|
49
|
|
9.3
|
Expenses; Indemnity
|
49
|
|
9.4
|
Successors and Assigns
|
50
|
|
9.5
|
Survival
|
50
|
|
9.6
|
Senior Indebtedness
|
51
|
|
9.7
|
Amendment and Restatement
|
51
|
|
9.8
|
Counterparts; Integration; Effectiveness
|
51
|
|
9.9
|
Severability
|
51
|
|
9.1
|
Right of Set Off
|
51
|
|
9.11
|
Governing Law; Jurisdiction; Consent to Service of Process
|
52
|
|
9.12
|
Waiver of Jury Trial
|
52
|
|
9.13
|
Headings
|
53
|
|
9.14
|
Confidentiality
|
53
|
|
9.15
|
Patriot Act
|
53
|
|
Exhibit A
|
FORM OF BORROWING REQUEST
|
Exhibit B
|
FORM OF COMPLIANCE CERTIFICATE
|
Exhibit C
|
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
|
Exhibit C-2
|
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
|
Type of Loan
|
Applicable Margin
|
Canadian Prime Rate
|
2.75%
|
U.S. Base Rate
|
2.75%
|
B/As
|
3.75%
|
LIBOR
|
3.75%
|
1.2
|
Terms Generally
|
1.3
|
Accounting Terms; GAAP
|
1.4
|
Time
|
1.5
|
Currency
|
1.6
|
Borrowers Jointly and Severally Liable
|
1.7
|
Amount of Credit
|
(a)
|
in the case of a Canadian Prime Loan, the U.S. Dollar Equivalent of the principal amount thereof;
|
(b)
|
in the case of a B/A, the U.S. Dollar Equivalent of the face amount thereof; and
|
(c)
|
in the case of a LIBOR Loan or U.S. Base Rate Loan, the principal amount of such Loan.
|
1.8
|
Schedules
|
Exhibit A
|
Form of Borrowing Request
|
Exhibit B
|
Form of Compliance Certificate
|
Exhibit C
|
Form of U.S. Tax Compliance Certificates
|
2.1
|
Establishment of Credit Facility
|
2.1.1
|
Subject to the terms and conditions set forth herein, the Lender establishes in favour of the Borrowers during the period commencing on the Original Closing Date and ending on the Maturity Date, an unsecured revolving acquisition credit facility (the “
Credit Facility
”) in the principal amount of $500,000,000. Subject to the terms and conditions of this Agreement, the Borrowers may borrow, repay and re-borrow Loans under the Credit Facility.
|
2.1.2
|
Loans advanced under the Credit Facility are to be used by the Borrowers to fund Investments.
|
2.2
|
Loans and Borrowings
|
2.2.1
|
Each Borrowing under the Credit Facility will be comprised of U.S. Base Rate Loans or LIBOR Loans in Dollars or Canadian Prime Loans or Bankers Acceptances in Canadian Dollars, as any Borrower may request in accordance herewith.
|
2.2.2
|
Each Borrowing under the Credit Facility shall be in an aggregate amount that is not less than $1,000,000 in the case of Borrowings in Dollars and Cdn$1,000,000 in the case of Borrowings in Canadian Dollars.
|
2.3
|
Requests for Borrowings
|
2.3.1
|
To request a Borrowing under the Credit Facility, any Borrower shall notify the Lender of such request by written Borrowing Request substantially in the form of Exhibit A not later than 11:00 a.m., Toronto time, three (3) Business Days before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable.
|
(a)
|
the aggregate amount of the requested Borrowing;
|
(b)
|
the date of such Borrowing, which shall be a Business Day;
|
(c)
|
whether such Borrowing is to be a U.S. Base Rate Borrowing, a LIBOR Borrowing, a Canadian Prime Borrowing or a B/A Borrowing;
|
(d)
|
in the case of a LIBOR Borrowing, the initial Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”;
|
(e)
|
in the case of a B/A Borrowing, the initial Contract Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Contract Period”; and
|
(f)
|
the location and number of the Borrower’s account to which funds are to be disbursed.
|
2.3.2
|
Each LIBOR Borrowing under the Credit Facility initially shall have the Interest Period specified in the applicable Borrowing Request. Thereafter, a Borrower must elect a new Interest Period therefor. A Borrower may elect different options with respect to different portions of the affected Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. To make an election pursuant to this Section 2.3.2, a Borrower shall notify the Lender of such election by a Borrowing Request required under Section 2.3.1 as if the Borrower were requesting a Borrowing to be made on the effective date of such election. Each such Borrowing Request shall be irrevocable. In addition to the information specified in Section 2.3.1, each Borrowing Request shall specify the Borrowing to which such request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing. If no election is made pursuant to this Section 2.3.2 at the end of an Interest Period applicable to any LIBOR Loan, the applicable Borrower shall be deemed to have elected an Interest Period of one month for such LIBOR Loan for the immediately following Interest Period.
|
2.3.3
|
Each B/A Borrowing will be subject to Section 2.5.
|
2.4
|
Interest
|
2.4.1
|
The Loans under the Credit Facility comprising each U.S. Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the U.S. Base Rate plus the Applicable Margin from time to time in effect.
|
2.4.2
|
The Loans under the Credit Facility comprising each Canadian Prime Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Canadian Prime Rate plus the Applicable Margin from time to time in effect.
|
2.4.3
|
The Loans under the Credit Facility comprising each LIBOR Borrowing shall bear interest (computed on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at LIBOR for the Interest Period in effect for such LIBOR Loans plus the Applicable Margin.
|
2.4.4
|
The Loans comprising each B/A Borrowing shall be subject to an Acceptance Fee payable as set forth in Section 2.5.6.
|
2.4.5
|
The applicable U.S. Base Rate, Canadian Prime Rate, LIBOR and Discount Rate shall be determined by the Lender, and such determination shall, absent manifest error, constitute
prima facie
evidence thereof.
|
2.4.6
|
Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, the Loans shall bear interest to the extent permitted by Applicable Law, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to such Loan. All other amounts owing under this Agreement shall bear interest at an interest rate equal to the one month LIBOR plus 4.75%
per annum.
|
2.4.7
|
Accrued interest on each Loan (other than B/A Borrowings) shall be payable in arrears on each Interest Payment Date and upon termination of the Credit Commitment, and in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.
|
2.4.8
|
All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any Loan that is repaid on the same day on which it is made shall bear interest for one day.
|
2.4.9
|
For the purposes of the
Interest Act
(Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a calendar year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.
|
2.4.10
|
If any provision of this Agreement would oblige any Borrower to make any payment of interest or other amount payable to the Lender in an amount or calculated at a rate which would be prohibited by Law or would result in a receipt by the Lender of “interest” at a “criminal rate” (as such terms are construed under the
Criminal Code
(Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by the Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:
|
(a)
|
first, by reducing the amount or rate of interest required to be paid to the Lender under Section 2.4; and
|
(b)
|
thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lender which would constitute interest for purposes of Section 347 of the
Criminal Code
(Canada).
|
2.5
|
Bankers’ Acceptances
|
2.5.1
|
Subject to the terms and conditions of this Agreement, any Borrower may request a Borrowing by presenting drafts for acceptance and purchase as B/As by the Lender. Notwithstanding any other provision of this Agreement, to the extent the Lender is unable to accept drafts, the Lender may make an advance to the Borrower in lieu of purchasing a draft that it would otherwise be required to purchase hereunder (a “
B/A Equivalent Loan
”). The principal amount of a B/A Equivalent Loan shall be equal to the face amount of the applicable draft that would otherwise be issued to the Lender in connection therewith, and the provisions of this Agreement shall apply to such B/A Equivalent Loan as if a draft had been issued to such Lender (including the payment by the Lender of Discount Proceeds as provided for in Section 2.5.6 at the time the draft would have been issued to such Lender). The Borrowers acknowledge that BPEG US Inc. cannot accept drafts and will be advancing B/A Equivalent Loans.
|
2.5.2
|
No Contract Period with respect to a B/A to be accepted and purchased under the Credit Facility shall extend beyond the Maturity Date.
|
2.5.3
|
To facilitate availment of B/A Borrowings (other than B/A Equivalent Loans), each Borrower hereby appoints the Lender as its attorney to sign and endorse on its behalf (in accordance with a Borrowing Request relating
|
2.5.4
|
Drafts of a Borrower to be accepted as B/As hereunder shall be signed as set forth in this Section 2.5. Notwithstanding that any person whose signature appears on any B/A may no longer be an authorized signatory for the Lender or a Borrower at the date of issuance of a B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on a Borrower who requested such B/A.
|
2.5.5
|
In the case of B/A Borrowings, the face amount of each B/A to be accepted by the Lender shall be in a minimum aggregate amount of Cdn$500,000 and shall be a whole multiple of Cdn$50,000.
|
2.5.6
|
Upon acceptance of a B/A by the Lender, the Lender unless otherwise requested by a Borrower, shall purchase, or arrange for the purchase of, each B/A from the Borrower at the Discount Rate and shall pay the Discount Proceeds to the Borrower in respect thereof. An Acceptance Fee shall be payable by the Borrower to the Lender in respect of each B/A accepted by the Lender and such Acceptance Fee shall either be set off against the Discount Proceeds payable by the Lender under this Section 2.5.6 or paid to the Lender at the time of acceptance of such B/A by the Lender in the event that the Borrower does not request the Lender to purchase the accepted B/As.
|
2.5.7
|
The Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/As accepted and purchased by it.
|
2.5.8
|
With respect to each B/A Borrowing, at or before 10:00 a.m. one Business Day before the last day of the Contract Period of such B/As, the Borrower that requested the B/A shall notify the Lender by irrevocable written notice, followed by a notice of rollover on the same day, if the Borrower intends to issue B/As on such last day of the Contract Period to provide for the payment of such maturing B/As. If the Borrower fails to so notify the Lender of its intention to issue B/As on such last day of the Contract Period, the Borrower shall provide payment to the Lender of an amount equal to the aggregate face amount of such B/As on the last day of the Contract Period of such B/As. If the Borrower fails to make such payment, such maturing B/As shall be deemed to have been converted on the last day of the Contract Period into a Canadian Prime Loan in an amount equal to the face amount of such B/As and the Borrower shall be deemed to have irrevocably requested such conversion without the execution of a Borrowing Request.
|
2.5.9
|
The Borrowers waive presentment for payment and any other defence to payment of any amounts due to the Lender in respect of a B/A accepted and purchased by it pursuant to this Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by the Lender in its own right, and the Borrowers agree not to claim any days of grace if the Lender, as holder, sues the Borrowers on the B/A for payment of the amount payable by the Borrowers thereunder. On the last day of the Contract Period of a B/A, or such earlier date as may be required or permitted pursuant to the provisions of this Agreement, the Borrower who
|
2.5.10
|
If any Event of Default shall occur and be continuing, the Borrowers shall deposit in an interest bearing account with the Lender, in the name of the Lender, an amount in cash equal to the face amount of all B/As then outstanding. Such deposit shall be held by the Lender as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The deposit shall bear interest at the rate customarily offered by the Lender for deposits in similar circumstances and interest earned on the deposit or on the investment of such deposit, if mutually agreed, which investments shall be made at the Borrowers’ risk and expense shall accumulate in such account. Moneys in such account shall be applied by the Lender to reimburse the Lender for payments made under B/As for which it has not been reimbursed and, to the extent not so applied, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived.
|
2.6
|
Evidence of Debt
|
2.6.1
|
The Lender shall maintain an account or accounts evidencing the Indebtedness of the Borrowers to the Lender resulting from each Loan made by the Lender hereunder, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder.
|
2.6.2
|
The Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder and the relevant Interest Periods or Contract Periods applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to the Lender hereunder, and (iii) the amount of any sum received by the Lender hereunder.
|
2.6.3
|
The entries made in the accounts maintained pursuant to Sections 2.6.1 and 2.6.2 shall be
prima facie
evidence (absent manifest error) of the existence and amounts of the obligations recorded therein; provided that the failure of the Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans and all other amounts payable in connection therewith, including interest and fees, in accordance with the terms of this Agreement.
|
2.7
|
Termination and Reduction of Credit Commitment
|
2.7.1
|
Unless previously terminated, the commitment of the Lender with respect to the Credit Facility will terminate on the Maturity Date and the Borrowers must repay all amounts outstanding under the Credit Facility together with all interest and fees payable hereunder on the Maturity Date.
|
2.7.2
|
Any Borrower may, upon three Business Days prior written notice to the Lender, permanently cancel any unused portion of the Credit Facility without penalty. Any cancellation shall be in a minimum amount of $1,000,000.
|
2.7.3
|
Each notice delivered by a Borrower pursuant to Section 2.7.2 shall be irrevocable.
|
2.8
|
Repayment of Loans
|
2.9
|
Mandatory Repayments
|
2.10
|
Voluntary Prepayments and Cancellation
|
(a)
|
any prepayment is in an amount equal to a minimum of $100,000 depending upon the currency of repayment and any reduction is in a minimum amount of $100,000;
|
(b)
|
the Borrower pays concurrently with any such prepayment all interest accrued on the amount prepaid together with breakage costs, if any, incurred by the Lender as a result of any such prepayment;
|
(c)
|
the Lender receives written notice of such prepayment, at least three Business Days prior to the date of such prepayment and specifying the amount and date of such prepayment. Any such notice shall be irrevocable and the Borrowers shall be bound to prepay in accordance with such notice;
|
(d)
|
in the event that the notice provided to the Lender in accordance with (c) above, indicates that the prepaid amount is to permanently prepay the Credit Facility pursuant to this Section 2.10, then the amount prepaid may not be re-borrowed thereunder (otherwise, the Borrowers will retain the right to re-borrow amounts prepaid in accordance with the terms and conditions of this Agreement); and
|
(e)
|
outstanding B/As may not be prepaid but may be defeased by any Borrower cash collateralizing the face amounts of such B/As, in respect of which the provisions of Section 2.5.10 shall apply on a
mutatis mutandis
basis (provided that in the case of B/A Equivalent Loans, the Lender at its option may accept prepayment in cash of the face amount of such B/A Equivalent Loan in lieu of accepting cash collateral).
|
2.11
|
Extension of Maturity Date
|
2.12
|
Alternate Rate of Interest
|
(a)
|
the Lender determines that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period; or
|
(b)
|
the Lender determines that LIBOR for such Interest Period will not adequately and fairly reflect the cost to the Lender of making or maintaining LIBOR Loans included in such Borrowing for such Interest Period;
|
2.13
|
Increased Costs; Illegality
|
2.13.1
|
If any Change in Law shall:
|
(a)
|
impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender; or
|
(b)
|
impose on the Lender or the London interbank market any other condition affecting this Agreement or any cost or charge in connection with a Loan hereunder (including the imposition on the Lender of, or any change to, any Tax other than an Excluded Tax or other charge with respect to its LIBOR Loans or participation therein, or its obligation to make LIBOR Loans);
|
2.13.2
|
If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on the Lender’s capital as a consequence of this Agreement or the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law (taking into consideration the Lender’s policies with respect to return on capital) prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered.
|
2.13.3
|
A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in Sections 2.13.1 or 2.13.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent manifest error, be
prima facie
evidence of the amount of such compensation. In preparing any such certificate, the Lender shall be entitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof.
|
2.13.4
|
Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of the Lender’s right to demand such compensation;
provided
that the Borrowers shall not be obligated to pay any such amount demanded by the Lender which is attributable to periods prior to the date which is 90 days preceding the date of such demand.
|
2.13.5
|
In the event that the Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute
prima facie
evidence thereof) at any time that the making or continuance of any LIBOR Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the
|
2.14
|
Breakage Costs
|
2.15
|
Withholding Tax Indemnity.
|
2.15.1
|
The amount payable to the Lender will be increased as may be necessary so that, after making all required Withholdings, the Lender receives an amount equal to the amount that it would have received had no such Withholdings been withheld or deducted.
|
2.15.2
|
The applicable Borrower will remit the Withholdings to the appropriate taxation authority following its deduction or withholding prior to the date on which penalties attach thereto.
|
2.15.3
|
Within 30 days after such Withholdings have been remitted, the applicable Borrower will deliver to the Lender evidence satisfactory to the Lender, acting reasonably, that the taxes or charges in respect of which such deduction or withholding was made have been remitted to the appropriate taxation authority.
|
2.15.4
|
The Borrowers will indemnify the Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Lender on or with respect to any payment by or on account of any obligation of the Borrowers hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant taxation authority. A certificate as to the amount of such payment or liability (setting forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrowers by the Lender will be conclusive absent manifest error.
|
2.15.5
|
If Lender is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Agreement, it shall deliver to the applicable Borrower, at the time or times reasonably requested in writing by such Borrower, such properly completed and executed documentation so requested as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Lender, if reasonably requested in writing by any Borrower, shall deliver such other documentation prescribed by
|
2.15.6
|
Without limiting the generality of Section 2.15.5, in the event that any Borrower is a U.S. Borrower:
|
(a)
|
if the Lender is a U.S. Person it shall deliver to such Borrower on or prior to the date on which the Lender becomes party to this Agreement (and from time to time thereafter upon the reasonable request of such Borrower), executed originals of IRS Form W-9 certifying that the Lender is exempt from U.S. federal backup withholding tax;
|
(b)
|
if the Lender is a Foreign Lender it shall, to the extent it is legally entitled to do so, deliver to such Borrower (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes party to this Agreement (and from time to time thereafter upon the reasonable request of such Borrower), whichever of the following is applicable:
|
(i)
|
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement, executed originals of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such tax treaty;
|
(ii)
|
executed originals of IRS Form W-8ECI;
|
(iii)
|
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRC, (x) a certificate substantially in the form of Appendix E-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder” of BBP within the meaning of Section 881(c)(3)(B) of the IRC, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC (a “
U.S. Tax Compliance Certificate
”) and (y) executed originals of IRS Form W-8BEN-E; or
|
2.15.7
|
If a payment made to the Lender under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if the Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), the Lender shall deliver to such Borrower at the time or times prescribed by law and at such time or times reasonably requested by such Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by such Borrower as may be necessary for such Borrower to comply with its obligations under FATCA and to determine that the Lender has complied with the Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this 2.15.7, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
|
2.15.8
|
The Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.15 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the applicable Borrower in writing of its legal inability to do so.
|
2.15.9
|
If, following the imposition of any Indemnified Taxes on any payment by the applicable Borrower to the Lender in respect of which such Borrower is required to make an additional payment pursuant to this Section 2.15, the Lender receives or is granted a credit against or remission for or deduction from or in respect of any taxes or charges paid by it or obtains any other relief which, in the Lender’s opinion, is both reasonably identifiable and quantifiable by it without imposing an unacceptable administrative burden on it (any of the foregoing being a “saving”), the Lender will reimburse such Borrower with such amount as the Lender will have concluded, in its absolute discretion but in good faith, to be the amount or value of the relevant saving but only to the extent of indemnity payments made or additional amounts paid, by such Borrower under this Section 2.15 with respect to Withholdings giving rise to such refund or reduction, net of all out‑of‑pocket expenses of the Lender and without interest (other than any net after‑tax interest paid by the relevant Governmental Authority with respect to such refund). Nothing herein contained will interfere with the right of the Lender to arrange its affairs in whatever manner it thinks fit and, in particular, the Lender will not be under any obligation to claim relief for tax purposes on its corporate profits or otherwise, or to claim such relief in priority to any other claims, relief, credits or deductions available to it or to disclose details of its affairs. The Lender will notify the applicable Borrower promptly of the receipt by the Lender of any such saving and of the Lender’s opinion as to the amount or value thereof, and any reimbursement to be made by the Lender will be made promptly on the date of receipt of such saving by the Lender or, if later, on the last date on which the applicable taxation authority would be able in accordance with applicable law to reclaim or reduce such saving. The applicable Borrower, upon the request of the Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender if the Lender is required to repay such refund or reduction to such Governmental Authority. This will not be construed to require the Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Borrower or any other Person.
|
2.16
|
Payments Generally
|
2.17
|
Currency Indemnity
|
2.18
|
Addition of Borrowers
|
3.1
|
Organization; Powers
|
3.2
|
Authorization; Enforceability
|
3.3
|
Governmental Approvals; No Conflicts
|
3.4
|
Financial Information
|
3.4.1
|
The consolidated financial statements of BBP furnished by the Borrowers to the Lender pursuant hereto have been prepared in accordance with GAAP, consistently applied, and present fairly, in all material respects, the consolidated financial condition of BBP and its consolidated subsidiaries covered thereby as at the dates thereof, and the results of their operations for the periods then ended subject, in the case of unaudited financials, to customary year-end audit adjustments and the absence of any footnotes in the case of statements for any Fiscal Quarter.
|
3.4.2
|
All written information (including that disclosed in all financial statements) pertaining to BBP (other than projections) (the “
Information
”) that has been made available to the Lender by the Borrowers or any authorized representative of the Borrowers, taken as a whole, was, when furnished, complete and correct in all material respects and did not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made.
|
3.5
|
Litigation
|
3.6
|
Compliance with Laws and Agreements
|
3.7
|
Taxes
|
3.8
|
Ownership of Property
|
3.9
|
Pension Plans
|
3.10
|
No Order or Judgments
|
3.11
|
No Material Adverse Effect
|
3.12
|
Defaults
|
3.13
|
Environmental Matters
|
3.13.1
|
Environmental Laws, etc
. Neither the property of the BBP Group Members nor their operations conducted thereon violate any applicable order of any Governmental Authority made pursuant to Environmental Laws, where such violation would reasonably be expected to result in remedial obligations having a Material Adverse Effect.
|
3.13.2
|
Notices, Permits, etc
. All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed pursuant to Environmental Law by the BBP Group Members in connection with the operation or use of any and all of their property, including but not limited to treatment, transportation, storage, disposal or release of Hazardous Materials into the environment, have been duly obtained or filed, except to the extent the failure to obtain or file such notices, permits, licences or similar authorizations would not reasonably be expected to have a Material Adverse Effect, or which would not reasonably be expected to result in remedial obligations having a Material Adverse Effect.
|
3.13.3
|
Hazardous Substances Carriers
. All Hazardous Materials generated at any and all property of the BBP Group Members have been treated, transported, stored and disposed of only in accordance with Environmental Law, except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.
|
3.13.4
|
Hazardous Materials Disposal
. No Hazardous Materials have been disposed of or otherwise released on or to any real property of the BBP Group Members other than in compliance with Environmental Laws, except for any such disposal or release that would not reasonably be expected to have a Material Adverse Effect.
|
3.13.5
|
No Contingent Liability
. The BBP Group Members have no material contingent liability in connection with any release or threatened release of any Hazardous Materials into the environment other than such contingent liabilities at any one time and from time to time (a) which would reasonably be expected to not exceed applicable insurance coverage, or (b) for which adequate reserves for the payment thereof as required by GAAP have been provided, except for any such contingent liabilities which, in the aggregate, would not reasonably be expected to result in remedial obligations having a Material Adverse Effect.
|
3.14
|
Fiscal Year
|
3.15
|
Money Laundering Laws
|
3.16
|
Office of Foreign Assets Control
|
3.17
|
Survival of Representations and Warranties
|
3.18
|
Deemed Repetition
|
4.1
|
Effective Date
|
4.1.1
|
Credit Agreement
. The Lender shall have received from the Obligors either (a) one or more counterparts of this Agreement signed on behalf of the Obligors, or (b) written evidence satisfactory to the Lender (which may include facsimile transmission of a signed signature page of this Agreement) that the Obligors have signed a counterpart of this Agreement.
|
4.1.2
|
Corporate Certificates
. The Lender shall have received:
|
(a)
|
certified copies of the resolutions of the directors and/or members of the Obligors, which certificate will be dated as of the Effective Date, and approving, as appropriate, this Agreement and evidencing the authorization with respect thereto;
|
(b)
|
a certificate of a senior officer of each Obligor, dated as of the Effective Date, and certifying (A) the name, title and true signature of each officer of such Obligor authorized to provide the certifications required pursuant to this Agreement, including certifications required pursuant to Section 5.1 and Borrowing Requests, and (B) that attached thereto is a true and complete copy of the constating or organizational documents of such Obligor as amended to date; and
|
(c)
|
a Compliance Certificate dated as of the Original Closing Date or such earlier date acceptable to the Lender.
|
4.1.3
|
Legal Opinions
. The Lender shall have received favourable written opinions (addressed to the Lender and its counsel and dated the Effective Date) of counsel to the Obligors covering such matters relating to the Obligors and this Agreement as the Lender shall reasonably request (together with copies of all factual certificates and legal opinions delivered to such counsel in connection with such opinions upon which counsel has relied).
|
4.1.4
|
Expenses
. The Lender shall have received payment of all reasonable legal fees and reasonable other out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Financing Document.
|
4.1.5
|
Subordination
. The Lender shall have received any subordination and postponement agreement required for any applicable Subordinated Debt.
|
4.1.6
|
Other Documentation
. The Lender shall have received such other legal opinions, documents and instruments as are both customary for transactions of this type and as it may reasonably request.
|
4.2
|
Each Borrowing
|
(a)
|
the representations and warranties of the Obligors set forth in this Agreement shall be true and correct on and as of the date of each such Borrowing, as if made on such date unless such representations and warranties expressly refer to a different date;
|
(b)
|
at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing; and
|
(c)
|
the Lender shall have received a Borrowing Request in the manner and within the time period required by Section 2.3.
|
5.1
|
Financial Statements and Other Information
|
(a)
|
as soon as available and in any event within 120 days after the end of each Fiscal Year of BBP, BBP’s audited consolidated balance sheet and related statements of income, retained earnings and changes
|
(b)
|
as soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of BBP, its unaudited consolidated balance sheet and related statements of income, retained earnings and changes in cash flow as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year which includes such Fiscal Quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a senior officer of BBP as presenting fairly in all material respects the financial condition and results of operations of BBP on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments;
|
(c)
|
concurrently with the financial statements required pursuant to Sections (a) and (b) above, a Compliance Certificate, signed by a senior officer of a Borrower, on behalf of all of the Borrowers, and containing or accompanied by such financial or other details, information and material as the Lender may reasonably request to evidence compliance with the financial covenant contained in Section 5.9;
|
(d)
|
forthwith after a senior officer of a Borrower learns of the existence of a Default or Event of Default, the certificate of such Borrower, signed by a senior officer, specifying the event which constitutes a Default or Event of Default, together with a statement of the steps being taken to cure such Default or Event of Default;
|
(e)
|
forthwith upon receipt thereof, notice to the Lender of any action, suit or proceeding affecting any Borrower or BBP or BBP Holding LP that would, if determined adversely, reasonably be expected to have a Material Adverse Effect and will, from time to time, furnish the Lender with such information reasonably required by the Lender with respect to the status of any such action, suit or proceeding; and
|
(f)
|
such other information as the Lender may from time to time reasonably request.
|
5.2
|
Existence; Conduct of Business
|
5.3
|
Timely Payment
|
5.4
|
Books and Records
|
5.5
|
Compliance with Laws
|
5.5.1
|
The Obligors will, and will cause the Subsidiaries to, comply with all Laws applicable to them or their property, except where the occurrence of such non-compliance, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
|
5.5.2
|
The Obligors will not directly or indirectly (i) lend or contribute by way of equity the proceeds of the Loans to any Person on the OFAC Lists at the time of such loan or contribution or any Person that is known to the Obligors as being owned or controlled by a Person on the OFAC Lists at such time, or (ii) knowingly use or otherwise knowingly make available the proceeds of the Loans to any Subsidiary, joint venture partner or other Person in violation of any of the U.S. economic sanctions administered by OFAC.
|
5.6
|
Insurance
|
5.7
|
Operation of Business
|
5.8
|
Maintenance of Assets
|
5.9
|
Financial Covenant
|
5.10
|
Payment of Taxes
|
5.11
|
Use of Proceeds
|
5.12
|
Pensions
|
6.1
|
Liens
|
(a)
|
Permitted Liens;
|
(b)
|
Liens on assets to secure Indebtedness up to an aggregate amount outstanding at any time of $50,000,000;
|
(c)
|
Liens to secure Indebtedness in excess of the amount referred to in (b); provided that the Lender is secured equally and rateably with such Indebtedness and all other Indebtedness which is required to be secured equally and rateably; and
|
(d)
|
Cash collateral in an aggregate amount of up to $50,000,000 to secure Financial Instrument Obligations.
|
6.2
|
Fundamental Changes
|
6.2.1
|
no Default or Event of Default will have occurred and remain outstanding and such transaction will not result in the occurrence of any Default or Event of Default;
|
6.2.2
|
prior to or contemporaneously with the consummation of such transaction the Predecessor and/or the Successor have executed such instruments and delivered such legal opinions acceptable to the Lender acting reasonably and done such things as are necessary or advisable to establish that upon the consummation of such transaction;
|
(a)
|
the Successor will have assumed all the covenants and obligations of the Predecessor under this Agreement; and
|
(b)
|
this Agreement will be a valid and binding obligation of the Successor entitling the Lender, as against the Successor, to exercise all its rights under its Agreement
|
6.2.3
|
the Lender, having received such information relating to such proposed transaction as the Lender may have reasonably requested, has confirmed in writing that such Successor is acceptable to the Lender, acting reasonably.
|
6.3
|
Financial Instrument Obligations
|
6.4
|
Limitation on Distributions
|
6.5
|
Acquisitions
|
7.1
|
Events of Default
|
(a)
|
any Borrower shall fail to pay the principal of any Loan when due and payable, including on the Maturity Date;
|
(b)
|
any Borrower shall fail to pay interest or any other amount owing hereunder when due hereunder and such failure shall continue unremedied for a period of three Business Days after written notice thereof from the Lender;
|
(c)
|
any representation or warranty made or deemed made by or on behalf of any Obligor hereunder or in any Financing Document, Compliance Certificate or Borrowing Request, shall prove to have been incorrect in any material respect when made or deemed to be made; provided that if such incorrect representation or warranty can reasonably be expected to be cured within 15 Business Days, such incorrect representation or warranty is not remedied within 15 Business Days after notice thereof from the Lender to the Obligors;
|
(d)
|
any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.1(d);
|
(e)
|
any failure by BBP to comply with the financial covenant in Section 5.9 and such failure remains unremedied for five Business Days after a senior officer of a BBP becomes aware of such failure;
|
(f)
|
any Obligor shall fail to observe or perform any other covenant, condition or agreement contained in this Agreement or any other Financing Document, and such failure shall continue unremedied for a period of 20 Business Days after the earlier of a senior officer of an Obligor becoming aware of such failure or written notice thereof from the Lender;
|
(g)
|
any Obligor shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief Law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Obligor, as the case may be, or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing.
|
(h)
|
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Obligor or its debts, or of a substantial part of its assets, under any Debtor Relief Law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;
|
(i)
|
any other event occurs which, under the Laws of any applicable jurisdiction, has an effect equivalent to any of the events referred to in either of Section 7.1(g) or Section 7.1(h) and, if the event is equivalent to the event referred to in Section 7.1(h) (subject to the same provisos), the 60 day grace period will apply as set out in Section 7.1(h);
|
(j)
|
one or more judgments for the payment of borrowed money in a cumulative amount in excess of $125,000,000 (or the equivalent thereof in any other currency) is rendered against an Obligor and the relevant party has not (y)
provided
for its discharge in accordance with its terms within 30 days from the date of entry thereof, or (z) procured a stay of execution thereof within 30 days from the date of entry thereof and within such period, or such longer period during which execution of such judgment continues to be stayed, appealed such judgment and caused the execution thereof to be stayed during such appeal, provided that if enforcement and/or realization proceedings or similar process are lawfully commenced in respect thereof in the interim, such grace period will cease to apply;
|
(k)
|
any property of an Obligor having a fair market value in excess of $125,000,000 (or the equivalent thereof in any other currency) is seized (including by way of execution, attachment, garnishment, levy or distraint) or any Lien thereon securing Indebtedness is enforced against such property, or such property has become subject to any charging order or equitable execution of a Governmental Authority, or any writ of execution or distress warrant exists in respect of such property, or any sheriff or other Person becomes lawfully entitled by operation of law or otherwise to seize or distrain upon such property, and in any case such seizure, enforcement, execution, attachment, garnishment, distraint, charging order or equitable execution, or other seizure or right, continues in effect and is not released or discharged for more than 30 days or such longer period during which entitlement to the use of such property continues with the affected party, and the affected party is contesting the same in good faith and by appropriate proceedings,
provided
that if the property is removed from the use of the affected party, or is sold, in the interim, such grace period will cease to apply; provided that this provision only applies if the property in question is property, the loss of which could reasonably be expected to have a Material Adverse Effect;
|
(l)
|
this Agreement or any other Financing Document, at any time for any reason, terminates or ceases to be in full force and effect and a legally valid, binding and enforceable obligation of the Obligors, is declared to be void or voidable or is repudiated, or the validity, binding effect, legality or enforceability hereof or thereof is at any time contested by any Obligor, or any Obligor denies that it has any or any further liability or obligation hereunder or thereunder, or any action or proceeding is commenced to enjoin or restrain the performance or observance by the Obligors of any material terms hereof or thereof or to question the validity or enforceability hereof or thereof;
|
(m)
|
any event or condition occurs that results in any indebtedness for borrowed money (other than indebtedness owing hereunder) of any Obligor in a principal amount exceeding $125,000,000 (or the equivalent thereof in any other currency) becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holders of such indebtedness for borrowed money to cause any such indebtedness to become due prior to its scheduled maturity (where all applicable grace or cure periods have expired), and, in either such case, such event or condition is not waived by the holders of such indebtedness;
|
(n)
|
if there occurs any action, suit or proceeding affecting any BBP Group Members or any of their assets that would, if determined adversely, reasonably be expected to have a Material Adverse Effect;
|
(o)
|
Brookfield Asset Management Inc. and its Affiliates collectively cease to directly and/or indirectly own at least 50.1% of the Voting Stock of BBP or Holding LP on a fully exchanged basis (where the exchange right is exercisable at the option of the holder without restriction or condition); or
|
(p)
|
Brookfield Asset Management Inc. and its Affiliates cease to directly and/or indirectly own at least 20% of the limited partner units in Holding LP (or any successor entity that is the primary holding company for BBP’s assets) on a fully exchanged basis (where the exchange right is exercisable at the option of the holder without condition or restriction),
|
7.2
|
Legal Proceedings
|
7.3
|
Non-Merger
|
8.1
|
Guarantees
|
8.2
|
Indemnity
|
8.3
|
Payment and Performance
|
8.3.1
|
If any Borrower fails or refuses to punctually pay or perform the Guaranteed Obligations, each of the other Borrowers and the Guarantor will unconditionally render any such payment or performance upon demand in accordance with the terms of this Obligor Guarantee.
|
8.3.2
|
Nothing but payment and satisfaction in full of the Guaranteed Obligations will release a Borrower or Guarantor from its obligations under this Obligor Guarantee.
|
8.4
|
Continuing Obligation
|
(a)
|
any amendment, restatement, replacement, renewal, extension, supplement, continuation or waiver of this Agreement or any provision or term hereof,
|
(b)
|
whether any other Person or Persons (an “
Additional Guarantor
”) will become in any other way responsible to the Lender for, or in respect of all or any part of the Guaranteed Obligations;
|
(c)
|
whether any such Additional Guarantor will cease to be so liable;
|
(d)
|
the validity or enforceability of any of the Guaranteed Obligations; or
|
(e)
|
whether any payment of any of the Guaranteed Obligations has been made and where such payment is rescinded or must otherwise be returned upon the occurrence of any action or event, including the
|
8.5
|
Obligor Guarantee Unaffected
|
8.6
|
Waivers
|
(a)
|
any defence based upon:
|
(i)
|
the unenforceability or invalidity of all or any part of the Guaranteed Obligations, or any security or other guarantee for the Guaranteed Obligations or any failure of the Lender to take proper care or act in a commercially reasonable manner in respect of any security for the Guaranteed Obligations or any collateral subject to the security, including in respect of any disposition of the collateral or any set-off against the Guaranteed Obligations;
|
(ii)
|
any act or omission of an Obligor or any other Person, including the Lender, that directly or indirectly results in the discharge or release of an Obligor or any other Person or any of the Guaranteed Obligations or any security for the Guaranteed Obligations; or
|
(iii)
|
the Lender’s present or future method of dealing with any Obligor, Additional Guarantor or security (or any collateral subject to the security) or any other guarantee for the Guaranteed Obligations;
|
(b)
|
any right (whether now or hereafter existing) to require the Lender, as a condition to the enforcement of this Obligor Guarantee:
|
(i)
|
to accelerate any of the Guaranteed Obligations or proceed and exhaust any recourse against a Borrower, the Guarantor or any other Person;
|
(ii)
|
to realize on any security that it holds;
|
(iii)
|
to marshal the assets of any Borrower or the Guarantor; or
|
(iv)
|
to pursue any other remedy that a Borrower or the Guarantor may not be able to pursue itself and that might limit or reduce a Borrower or the Guarantor’s burden;
|
(c)
|
presentment, demand, protest and notice of any kind including, without limitation, notices of default and notice of acceptance of this Obligor Guarantee;
|
(d)
|
all suretyship defences and rights of every nature otherwise available under the laws of the Province of Ontario and the laws of any other jurisdiction;
|
(e)
|
any rights of subrogation or indemnification which it may have, until the Obligations of the Borrowers under this Agreement have been paid in full; and
|
(f)
|
all other rights and defences (legal or equitable) the assertion or exercise of which would in any way diminish the liability of an Obligor hereunder.
|
8.7
|
Lender’s Right to Act
|
(a)
|
grant time, renewals, extensions, indulgences, releases and discharges to any Obligor;
|
(b)
|
take new or additional security (including without limitation, other guarantees) from any Obligor;
|
(c)
|
discharge or partially discharge any or all security;
|
(d)
|
elect not to take security from any Obligor or not to perfect security;
|
(e)
|
cease or refrain from, or continuing to, giving credit or making loans or advances to any Borrower;
|
(f)
|
accept partial payment or performance from any Borrower or the Guarantor or otherwise waive compliance by any Borrower or the Guarantor with the terms of any of the documents or security;
|
(g)
|
assign any such document or security to any Person or Persons; or
|
(h)
|
deal or dispose in any manner (whether commercially reasonably or not) with any security (or any collateral subject to the security) or other guarantee for the Guaranteed Obligations.
|
8.8
|
Action or Inaction
|
8.9
|
Lender’s Rights
|
8.10
|
Demand
|
8.11
|
General Limitations on Guarantee Obligations
|
9.1
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Notices
|
9.1.1
|
if to the Obligors:
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9.1.2
|
if to the Lender:
|
(a)
|
with respect to Borrowing Requests or notices under Section 2.7:
|
(b)
|
with respect to all other notices and communications:
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9.2
|
Waivers
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9.3
|
Expenses; Indemnity
|
9.3.1
|
The Borrowers shall pay (a) all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) and the management and administration of Loans, this Agreement and the other Financing Documents (whether or not any Borrowings are made hereunder), (b) all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender, in connection with any amendments, modifications or waivers of the provisions hereof or of any of the other Financing Documents, and (c) all out-of-pocket expenses incurred by the Lender, including the fees, charges and disbursements of counsel for the Lender, in connection with the collection, enforcement or protection of its rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.
|
9.3.2
|
Each Borrower shall indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “
Indemnitee
”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery of the Financing Documents or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder, and the consummation of the Transactions or any other transactions thereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of the Subsidiaries, or any Environmental Liability related to the Borrowers or any of the Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement and the other Financing Documents, or (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries (the “
Claim
”);
provided
that such indemnity shall not, as to any Indemnitee, be available to the
|
9.4
|
Successors and Assigns
|
9.4.1
|
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Obligor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender, except to a successor in connection with a transaction completed in accordance with Section 6.2.
|
9.4.2
|
The Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Financing Documents. It is understood and agreed that the Lender will be entitled, after consultation with the Borrowers, to change any or all of the structure, terms, or pricing of this Agreement and any Financing Document if the Lender determines that such changes are necessary or advisable in order to ensure the Successful Syndication of the Credit Commitment. A “
Successful Syndication
” means the Lender selling sufficient interests in the Credit Commitment to other lenders to reduce its share to no more than $100,000,000 of the Credit Commitment.
|
9.5
|
Survival
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9.6
|
Senior Indebtedness
|
9.7
|
Amendment and Restatement
|
9.8
|
Counterparts; Integration; Effectiveness
|
9.9
|
Severability
|
9.10
|
Right of Set Off
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9.11
|
Governing Law; Jurisdiction; Consent to Service of Process
|
9.11.1
|
This Agreement shall be construed in accordance with and governed by the Laws of the Province of Ontario.
|
9.11.2
|
Each of the Obligors hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Courts of the Province of Ontario, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or any other Financing Document or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in Ontario. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement shall affect any right that the Lender, may otherwise have to bring any action or proceeding relating to this Agreement or any other Financing Document against an Obligor or its properties in the courts of any other jurisdiction.
|
9.11.3
|
Each of the Obligors hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in the Province of Ontario. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, any
forum non conveniens
defence to the maintenance of such action or proceeding in any such court.
|
9.11.4
|
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.
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9.12
|
Waiver of Jury Trial
|
9.13
|
Headings
|
9.14
|
Confidentiality
|
9.15
|
Patriot Act
|
|
|
BROOKFIELD BUSINESS L.P., by its managing general partner, BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED
|
|
Per:
|
|
||
|
Name:
|
||
|
Title:
|
|
|
BROOKFIELD BBP CANADA HOLDINGS INC.
|
|
Per:
|
|
||
|
Name:
|
||
|
Title:
|
|
|
BROOKFIELD BBP BERMUDA HOLDINGS LIMITED
|
|
Per:
|
|
||
|
Name:
|
||
|
Title:
|
|
|
BROOKFIELD BBP US HOLDINGS LLC
|
|
Per:
|
|
||
|
Name:
|
||
|
Title:
|
|
|
BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED
|
|
Per:
|
|
||
|
Name:
|
||
|
Title:
|
|
|
BPEG US INC.
|
|
Per:
|
|
||
|
Name:
|
||
|
Title:
|
||
|
|
||
Per:
|
|
||
|
Name:
|
||
|
Title:
|
(A)
|
Investment to be funded with proceeds of the Loan drawn under the Credit Facility:
n
|
(B)
|
Type of Loan, Loan Amount, Interest Period and Contract Period (as applicable):
n
|
(C)
|
Date of Borrowing:
n
|
(D)
|
Account of the Borrower to which the funds are to be disbursed:
n
|
(a)
|
the representations and warranties of the Obligors set forth in the Credit Agreement are true and correct on and as of the date hereof as if made as of the date hereof unless such representations and warranties expressly refer to a different date; and
|
(b)
|
at the time of and immediately after giving effect to the requested Borrowing, no Default or Event of Default shall have occurred and be continuing.
|
|
|
n
|
|
Per:
|
|
||
|
Name:
|
||
|
Title:
|
RE:
|
Second Amended and Restated Credit Agreement dated as of October 17, 2017, between Brookfield Business L.P., Brookfield BBP Canada Holdings Inc., Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings LLC and such other persons as may become parties thereto as Borrowers from time to time, as Borrowers, Brookfield Business Partners L.P., as Guarantor, and BPEG US Inc., as Lender, as may be amended, supplemented or restated from time to time (the “
Credit Agreement
”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Credit Agreement.
|
1.
|
I have read and am familiar with the provisions of the Credit Agreement and I have made such examinations and investigations, including a review of the financial statements of BBP and the applicable books and records as I have deemed necessary, to enable me to express an informed opinion as to the matters set out herein.
|
2.
|
The Deconsolidated Net Worth as at
n
, is
n
. Details of this calculation (including all adjustments to the Common Equity and preferred equity in any Person made in accordance with Section 5.9) are attached hereto.
|
3.
|
Each of the representations and warranties of the Obligors contained in Article 3 of the Credit Agreement is true and correct on and as of the date hereof as if made as of the date hereof, unless such representations and warranties expressly refer to a different date.
|
4.
|
No Default or Event of Default has occurred and is continuing.
|
|
|
[NAME OF BORROWER]
|
|
Per:
|
|
||
|
Name:
|
||
|
Title:
|
[NAME OF LENDER]
|
|
By:
|
|
|
Name:
|
|
Title:
|
[NAME OF LENDER]
|
|
By:
|
|
|
Name:
|
|
Title:
|
1.
|
I have reviewed this Annual Report on Form 20-F of Brookfield Business Partners L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: March 9, 2018
|
|
|
|
|
|
/s/ Cyrus Madon
|
|
|
Name:
|
Cyrus Madon
|
|
Title:
|
Chief Executive Officer, Brookfield Business Partners L.P.
|
|
1.
|
I have reviewed this Annual Report on Form 20-F of Brookfield Business Partners L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting
|
Dated: March 9, 2018
|
|
|
|
|
|
/s/ Craig Laurie
|
|
|
Name:
|
Craig Laurie
|
|
Title:
|
Chief Financial Officer, Brookfield Business Partners L.P.
|
|
Dated: March 9, 2018
|
|
|
|
|
|
/s/ Cyrus Madon
|
|
|
Name:
|
Cyrus Madon
|
|
Title:
|
Chief Executive Officer, Brookfield Business Partners L.P.
|
|
Dated: March 9, 2018
|
|
|
|
|
|
/s/ Craig Laurie
|
|
|
Name:
|
Craig Laurie
|
|
Title:
|
Chief Financial Officer, Brookfield Business Partners L.P.
|
|