Brookfield Business Partners L.p.
A global investor that buys and runs industrial and business-services companies, operating everything from mining and water utilities to packaging, construction, and logistics. It was spun off from Brookfield Asset Management (now Brookfield Corporation) in 2016 to serve as the group's main listed vehicle for these holdings. One of its standout businesses, Clarios, makes the low-voltage batteries that power roughly one in three vehicles on the road worldwide.
Limited partnership units
20-F · Fiscal year ended Dec 31, 2025 · SEC filing ↗
The original filing sections are available below.
See the information contained in this Form 20-F under Item 5.B, “Liquidity and Capital Resources - Market Risks”.
See the information contained in this Form 20-F under Item 5.B, “Liquidity and Capital Resources - Market Risks”.
Read original filing text →3.A [RESERVED] 3.B CAPITALIZATION AND INDEBTEDNESS Not applicable. 3.C REASONS FOR THE OFFER AND USE OF PROCEEDS Not applicable. 3.D RISK FACTORS Your holding of Class A Shares of our company involves substantial risks. The following summarizes some, but not all of the risks pro…
3.A [RESERVED] 3.B CAPITALIZATION AND INDEBTEDNESS Not applicable. 3.C REASONS FOR THE OFFER AND USE OF PROCEEDS Not applicable. 3.D RISK FACTORS Your holding of Class A Shares of our company involves substantial risks. The following summarizes some, but not all of the risks provided below. You should carefully consider the following risk factors in addition to the other information set forth in this Form 20-F. If any of the following risks were actually to occur, our business, financial condition and results of operations and the value of your Class A Shares would likely suffer. Risks Relating to Our Operations Generally •Risks relating to the cyclical nature of our operations and general economic conditions. •Risks relating to completion of new acquisitions and changes to the scale and scope of our operations. •Risks relating to identifying acquisition opportunities and acquiring distressed companies. •Risks relating to the accuracy of our management’s assumptions and estimates. •Risks related to our indebtedness and our ability to distribute equity. •Risks relating to our access to the credit and capital markets and our ability to raise capital. •Risks relating to changes or developments in U.S. laws or policies, including U.S. domestic and economic policies and trade policies and tariffs. •Risks relating to the structure of our operations and our level of control over our operations. •Risks relating to our technology and information systems. •Risks relating to maintain effective internal controls. •Risks relating to the market price of Class A Shares. •Risks relating to our company’s status as a “foreign private issuer”. •Risks relating to unfamiliar cultural factors, political instability or changes in government policy or legislation. •Risks relating to foreign anti-corruption and trade sanctions laws and restrictions on foreign direct investment. 12 Brookfield Business Corporation Risks Relating to our Business Services Operations •Risks relating to our Canadian residential and multi-family mortgage lender. •Risks relating to insurance and competition in our residential mortgage insurer. •Risks relating to government policies and regulations of our residential mortgage insurer. •Risks relating to development of products, government funding and regulations for our specialty consumables and equipment manufacturer. •Risks relating to the unpredictable award of new contracts in the construction market. •Risks relating to reduced profits or losses under contracts if costs increase above estimates. •Risks relating to performance guarantees and operating under various types of construction-related contracts. •Risks relating to macroeconomic factors and climate change affecting our construction operation. •Risks relating to the real estate industry in Canada. •Risks relating to our dealer software and technology services operation. •Risks relating to regulations and laws governing our entertainment operation. •Risks relating to our construction operation, including our work access services. •Risks relating to our convertible preferred security investment in Nielsen. •Risks relating to our Australian asset manager and lender. •Risks relating to our payment processing services operation. Risks Relating to our Infrastructure Services Operations •Risks relating to our lottery services operation. •Risks relating to the demand for and growth of our offshore oil services. •Risks relating to the significant loss of product, environmental contamination, and physical damage to marine transportation and oil production equipment due to extreme conditions in which our offshore oil services operate. •Risks relating to equipment failure on our business, reputation, financial position and results of operation. •Risks relating to our modular building leasing services. Risks Relating to our Industrials Operations •Risks relating to decreased demand and an inability to successfully respond to competition and pricing pressures in our advanced energy storage operation. •Risks relating to our water and wastewater operation in Brazil. •Risks relating to oil and gas exploration, development and production. •Risks relating to the dependence on supplies of raw materials and the volatility of commodity prices. •Risks relating to the Brazilian government’s control over the Brazilian economy and Brazilian corporations. •Risks relating to our engineered components manufacturing operation. •Risks relating to our electric heat tracing systems manufacturing operation. Brookfield Business Corporation 13 Risks Relating to our Relationship with Brookfield •Risks relating to our dependence on Brookfield and the Service Providers. •Risks relating to Brookfield’s ownership position of our company. •Risks relating to Brookfield’s lack of fiduciary duty to our shareholders. •Risks relating to senior executives of Brookfield exercising influence over our company. Risks Relating to Taxation •Risks related to United States and Canadian taxation, and the effects thereof on our business and operations. Risks Relating to our Operations Generally Our operating businesses are highly cyclical and subject to general economic conditions and risks relating to the economy. Many industries, including the industries in which we operate, are impacted by adverse events in the broader economy and/or financial markets. A slowdown in the financial markets and/or the global economy or the local economies of the regions in which we operate, including, but not limited to, the acceleration or reversal of key global trends such as deglobalization, decarbonization and digitization, new home construction, employment rates, business conditions, inflation, fuel and energy costs, commodity prices, lack of available credit, the state of the financial markets, imposition of tariffs and retaliatory actions, government policies in the jurisdictions in which our company operates, interest rates and tax rates may adversely affect our growth and profitability. For example, a worldwide recession, reduction in available skilled labor, a period of below-trend growth in developed countries, a slowdown in emerging markets or significant declines in commodity factors could have a material adverse effect on our business, financial condition and results of operations, if such increased levels of volatility and market turmoil were to persist for an extended duration. These and other unforeseen adverse events in the global economy could negatively impact our operations and the trading price of our Class A Shares could be further adversely impacted. The demand for products and services provided by our operating businesses is, in part, dependent upon and correlated to general economic conditions and economic growth of the regions applicable to the relevant asset. Poor economic conditions or lower economic growth in a region or regions may, either directly or indirectly, reduce demand for the products and/or services provided by our operating businesses. In particular, the sectors in which we operate are highly cyclical, and we are subject to cyclical fluctuations in global economic conditions and end-use markets. We are unable to predict the future course of industry variables or the strength, pace or sustainability of the global economic recovery and the effects of government intervention. Negative economic conditions, such as an economic downturn, a prolonged global inflationary period, a prolonged period of higher interest rates or a prolonged recovery period or disruptions in the financial markets, could have a material adverse effect on our businesses, financial condition or results or operations. A significant portion of the upward pressure on prices has been attributed to the rising costs of labor, energy, food, motor vehicles and housing, and continuing global supply-chain disruptions. While inflationary pressures eased in 2025 across many jurisdictions, volatile or rising inflation may drive tightening in monetary policies by major central banks, posing risks to economic growth. Inflation increases may or may not be transitory and future inflation may be impacted by labor market constraints reducing, supply-chain disruptions easing and commodity prices moderating. While regulated and contractual arrangements in our portfolio companies can provide significant protection against inflationary pressures, any sustained upward trajectory in the inflation rate may still have an impact on our operating businesses and our investors, and could impact our ability to source suitable investment opportunities, match or exceed prior investment strategy performance and secure attractive debt financing, all of which could adversely impact our operating businesses and our growth and capital initiatives. The completion of new acquisitions can have the effect of significantly increasing the scale and scope of our operations, including operations in new geographic areas and industry sectors, and the Service Providers may have difficulty managing these additional operations. In addition, acquisitions involve risks to our business. A key part of our company’s strategy involves seeking acquisition opportunities. For example, a number of our current operations have only recently been acquired. Acquisitions may increase the scale, scope and diversity of our operating businesses. We depend on the diligence and skill of Brookfield’s and our professionals to effectively manage us and integrate acquired businesses with our existing operations. These individuals may have difficulty managing additional acquired businesses and may have other responsibilities within Brookfield’s asset management business. If any such acquired businesses are not effectively integrated and managed, our existing business, financial condition and results of operations may be adversely affected. 14 Brookfield Business Corporation Future acquisitions will likely involve some or all of the following risks, which could materially and adversely affect our business, financial condition or results of operations: the difficulty of integrating the acquired operations and personnel into our current operations; potential disruption of our current operations; diversion of resources, including Brookfield’s time and attention; the difficulty of managing the growth of a larger organization; the risk of entering markets and regulatory regimes in which we have little experience; the risk of becoming involved in labor, commercial or regulatory disputes or litigation related to the new enterprise; risk of environmental or other liabilities associated with the acquired business; and the risk of a change of control resulting from an acquisition triggering rights of third parties or government agencies under contracts with, or authorizations held by the operating business being acquired. While it is our practice to conduct extensive due diligence investigations into businesses being acquired, it is possible that due diligence may fail to uncover all material risks in the business being acquired, or to identify a change of control trigger in a material contract or authorization, or that a contractual counterparty or government agency may take a different view on the interpretation of such a provision to that taken by us, thereby resulting in a dispute. We may acquire distressed companies and these acquisitions may subject us to increased risks, including the incurrence of additional legal or other expenses. As part of our acquisition strategy, we may acquire distressed companies. This could involve acquisitions of securities of companies in event-driven special situations, such as acquisitions, tender offers, bankruptcies, recapitalizations, spin-offs, corporate and financial restructurings, litigation or other liability impairments, turnarounds, management changes, consolidating industries and other catalyst-oriented situations. Acquisitions of this type involve substantial financial and business risks that can result in substantial or total losses. Among the problems involved in assessing and making acquisitions in troubled issuers is the fact that it frequently may be difficult to obtain information as to the condition of such issuer. If, during the diligence process, we fail to identify issues specific to a company or the environment in which we operate, we may be forced to later write down or write off assets, restructure our operations or incur impairment or other charges that may result in other reporting losses. As a consequence of our company’s role as an acquirer of distressed companies, we may be subject to increased risk of incurring additional legal, indemnification or other expenses, even if we are not named in any action. In distressed situations, litigation often follows when disgruntled shareholders, creditors and other parties seek to recover losses from poorly performing investments. The enhanced litigation risk for distressed companies is further elevated by the potential that Brookfield or our company may have controlling or influential positions in these companies. We operate in a highly competitive market for acquisition opportunities. Our acquisition strategy is dependent to a significant extent on Brookfield’s ability to identify acquisition opportunities that are suitable for us. We face competition for acquisitions primarily from investment funds, operating companies acting as strategic buyers, commercial and investment banks and commercial finance companies. Many of these competitors are substantially larger and have considerably greater financial, technical and marketing resources than are available to us. Some of these competitors may also have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of acquisitions and to offer terms that we are unable or unwilling to match. To finance our acquisitions, we compete for equity capital from institutional partners and other equity providers, including Brookfield, and our ability to consummate acquisitions will be dependent on such capital continuing to be available. Increases in interest rates could also make it more difficult to consummate acquisitions because our competitors may have a lower cost of capital, which may enable them to bid higher prices for assets. In addition, because of our affiliation with Brookfield, there is a higher risk that when we participate with Brookfield and others in joint ventures, partnerships and consortiums on acquisitions, we may become subject to antitrust or competition laws that we would not be subject to if we were acting alone. These factors may create competitive disadvantages for us with respect to acquisition opportunities. We cannot provide any assurance that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations or that Brookfield will be able to identify and make acquisitions on our behalf that are consistent with our objectives or that generate attractive returns for our shareholders. We may lose acquisition opportunities in the future if we do not match prices, structures and terms offered by competitors, if we are unable to access sources of equity or obtain indebtedness at attractive rates or if we become subject to antitrust or competition laws. Alternatively, we may experience decreased rates of return and increased risks of loss if we match prices, structures and terms offered by competitors. Brookfield Business Corporation 15 Our business and results of operations depend on the accuracy of our management’s assumptions and estimates, and we could experience significant gains or losses if these assumptions and estimates differ significantly from actual results. We make and rely on certain assumptions and estimates regarding many matters related to our businesses, including valuations, interest rates, investment returns, expenses and operating costs, tax assets and liabilities, tax rates, business mix, surrender activity, mortality and contingent liabilities. We also use these assumptions and estimates to make decisions crucial to our business operations. Similarly, our management teams make similar assumptions and estimates in planning and measuring the performance of our asset management business. In addition, certain investments and other assets and liabilities of our asset management business and our business operations must be, or at our election are, measured at fair value, the determination of which involves the use of various assumptions and estimates and considerable judgment. The factors influencing these various assumptions and estimates cannot be calculated or predicted with certainty, and if our assumptions and estimates differ significantly from actual outcomes and results, our business, financial condition, results of operations, liquidity and cash flows may be materially and adversely affected. We may be unable to complete acquisitions, dispositions and other transactions as planned. Our acquisitions, dispositions and other transactions typically are subject to a number of closing conditions, including, as applicable, securing the requisite financing to complete the transaction and obtaining any required security holder approval, regulatory approval (including competition authorities) and other third-party consents and approvals that are beyond our control and may not be satisfied. In particular, many jurisdictions in which we seek to invest (or divest) impose government consent requirements on investments by foreign persons. Consents and approvals may not be obtained, may be obtained subject to conditions which adversely affect anticipated returns, and/or may be delayed and delay or ultimately preclude the completion of acquisitions, dispositions and other transactions. Government policies and attitudes in relation to foreign investment may change, making it more difficult to complete acquisitions, dispositions and other transactions in such jurisdictions. Furthermore, interested stakeholders could take legal steps to prevent transactions from being completed. We may also be unable to secure financing on acceptable terms (or at all) for our proposed acquisitions. If all or some of our acquisitions, dispositions and other transactions are unable to be completed on the terms agreed, we may need to modify or delay or, in some cases, terminate these transactions altogether (which may result in the payment of significant break-up fees), the market value of our respective securities may significantly decline, and we may not be able to achieve the expected benefits of the transactions. We use leverage and such indebtedness may result in our company, the Holding LP or our operating businesses being subject to certain covenants that restrict our ability to engage in certain types of activities or to make distributions to equity. Many of our Holding Entities and operating businesses have entered into or will enter into credit facilities or have incurred or will incur other forms of debt, including for acquisitions. The total quantum of exposure to debt within our company is significant, and we may become more leveraged in the future. Leveraged assets are more sensitive to declines in revenues, increases in expenses and interest rates and adverse economic, market and industry developments. A leveraged company’s income and net assets also tend to increase or decrease at a greater rate than would otherwise be the case if money had not been borrowed. As a result, the risk of loss associated with a leveraged company, all other things being equal, is generally greater than for companies with comparatively less debt. In addition, the use of indebtedness in connection with an acquisition may give rise to negative tax consequences to certain investors. Leverage may also result in a requirement for short-term liquidity, which may force the sale of assets at times of low demand and/or prices for such assets. This may mean that we are unable to realize fair value for the assets in a sale. An increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to finance our investments. Increases in interest rates could also make it more difficult to locate and consummate private equity and other investments because other potential buyers, including operating companies acting as strategic buyers, may be able to bid for an asset at a higher price due to a lower overall cost of capital or their ability to benefit from a higher amount of cost savings following the acquisition of the asset. In addition, certain of our financings are, and future financings may be, exposed to floating interest rate risks, and if interest rates increase, an increased proportion of our cash flow may be required to service indebtedness. In addition, a portion of the indebtedness used to finance private equity investments often includes high-yield debt securities issued in the capital markets. Disruptions and volatility in capital markets, including those caused by rising interest rates, could increase our cost of capital and adversely affect our ability to fund our liquidity and capital needs and the growth of the business. If we are unable to obtain committed debt financing for potential acquisitions or can only obtain debt at high interest rates or on other unfavorable terms, we may have difficulty completing acquisitions or may generate profits that are lower than would otherwise be the case. 16 Brookfield Business Corporation Our credit facilities also contain, and will contain in the future, covenants applicable to the relevant borrower and events of default. Covenants can relate to matters including limitations on financial indebtedness, dividends, acquisitions or minimum amounts for interest coverage, Adjusted EBITDA, cash flow or net worth. If an event of default occurs, or minimum covenant requirements are not satisfied, this can result in a requirement to immediately repay any drawn amounts or the imposition of other restrictions including a prohibition on the payment of distributions to equity. We may not be able to access the credit and capital markets at the times and in the amounts needed to satisfy capital expenditure requirements, to fund new acquisitions or otherwise. General economic and business conditions that impact the debt or equity markets could impact the availability and cost of credit for us. Actions to reduce or stabilize inflation, including raising interest rates, increase our cost of borrowing, which in turn could make it more difficult to obtain financing for our operations or investments on favorable terms. We have revolving credit facilities and other short-term borrowings and the amount of interest charged on these will fluctuate based on changes in short-term interest rates. Any economic event that affects interest rates or the ability to refinance borrowings could materially adversely impact our financial condition. Continued movements in interest rates could also affect the discount rates used to value our assets, which in turn could cause their valuations calculated under IFRS to be reduced resulting in a material reduction in our equity value. Some of our operations require significant capital expenditures, and proposed acquisitions often require significant financing. If we are unable to generate enough cash to finance necessary capital expenditures and to fund acquisitions through existing liquidity and/or operating cash flow, then we may be required to issue additional equity or incur additional indebtedness. Our ability to obtain debt or equity financing to fund our growth, and our ability to refinance existing corporate and non-recourse indebtedness on favorable terms, if at all, is dependent on, among other factors, the level of future interest rates, the overall state of capital markets (as well as local market conditions, particularly in the case of non-recourse financings), continued operating performance of our assets, lenders’ and investors’ assessment of our credit risk and investor appetite for investments in infrastructure, industrials and business services in general and in our partnership’s securities in particular. If we are unable to refinance our indebtedness on favorable terms or at all, we would be required to repay our indebtedness with cash on hand or with cash flows from our operations. The issuance of additional equity would be dilutive to existing shareholders at the time. Any additional indebtedness would increase our leverage and debt payment obligations, and may negatively impact our business, financial condition and results of operations. Our businesses rely on continued access to capital to fund new acquisitions and capital projects. While we aim to prudently manage our capital requirements and ensure access to capital is always available, it is possible we may overcommit ourselves or misjudge the requirement for capital or the availability of capital. Such a misjudgment could result in negative financial consequences or, in extreme cases, bankruptcy. Changes in our credit ratings may have an adverse effect on our financial position and ability to raise capital. We cannot assure you that any credit rating assigned to us or any of our operating subsidiaries or their debt securities will remain in effect for any given period of time or that any rating will not be lowered or withdrawn entirely by the relevant rating agency. A lowering or withdrawal of such ratings may have an adverse effect on our financial position and ability to raise capital. Changes or developments in U.S. laws or policies, including changes in U.S. domestic economic policies and foreign trade policies and tariffs and the reaction of other countries thereto, may have a material adverse effect on our business and financial condition. The announcement and imposition of tariffs by the U.S., together with potential, announced or implemented retaliatory tariffs imposed by other governments on imports from the U.S., and other potential measures, including duties, fees, economic sanctions or other trade measures, as well as the potential impacts of these tariffs and trade measures, present risks to our business operations and financial results. The eventuality, timing and rates of potential tariffs are difficult to predict at this time. Changes or developments in U.S. laws and policies, such as laws and policies surrounding U.S. economic policies, including the United States-Mexico-Canada Agreement (“USMCA”), as well as international trade, foreign affairs, manufacturing and development and investment in the territories and countries where we operate, can materially adversely affect our business and financial condition. Changes in U.S. administrative policy may result in significant increases in tariffs for imported goods, among other possible changes. The U.S. has also stated its interest in renegotiating and altering the USMCA in 2026, which could further impact our business and financial condition. There also are risks associated with retaliatory tariffs and resulting trade wars. The imposition of such tariffs or other similar trade restrictions may strain international trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported from the United States. The imposition of such tariffs or other similar trade restrictions may Brookfield Business Corporation 17 also be inflationary, which could cause the cost of inputs to increase and interest rates to rise and create further uncertainty and volatility in the market, which may have a material adverse effect on our business and financial statements. Alternative and emerging technologies, including artificial intelligence, 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 such businesses and assets. There are alternative and emerging technologies, including artificial intelligence, that may impact the demand for, or use of, the businesses and assets that we own and operate. While some such technologies are in earlier stages of development, ongoing research and development activities may improve such technologies, including artificial intelligence. For example, further development of electric vehicles may reduce the need and demand for road fuel distribution. If new technologies emerge that are able to deliver goods and services more efficiently than our current businesses, such technologies could adversely impact our ability to compete. Moreover, the use of artificial intelligence, including our use of third-party products incorporating artificial intelligence, and the overall adoption of artificial intelligence throughout society, may exacerbate or create new and unpredictable competitive, operational, legal and regulatory risks to our businesses. There is substantial uncertainty about the extent to which artificial intelligence will result in dramatic changes throughout the world, and we may not be able to anticipate, prevent, mitigate, or remediate all of the potential risks, challenges, or impacts of such changes. Such changes could potentially disrupt and impair, among other things, our business models, investment strategies, operational processes and the competitive advantage of our businesses and assets, and as a result, our businesses, financial condition, results of operations and cash flow could be materially and adversely affected. A business disruption may adversely affect our financial condition and results of operations. Our businesses are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, pandemics, terrorism, war and telecommunication failures. Any of these events that cause interruptions in our operations, or the operations at any of our portfolio companies, could result in a material disruption to our businesses. If we are unable to recover from a business disruption effectively or on a timely basis, our financial condition and results of operations would be adversely affected. We may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect our financial condition and results of operations. We are subject to foreign currency risk and our use of or failure to use derivatives to hedge certain financial positions may adversely affect the performance of our operations. A significant portion of our current operations are in countries where the U.S. dollar is not the functional currency. These operating businesses pay distributions in currencies other than the U.S. dollar, which we must convert to U.S. dollars prior to making distributions, and certain of our operating businesses have revenues denominated in currencies different from U.S. dollars, which is utilized in our financial reporting, thus exposing us to currency risk. Fluctuations in currency exchange rates or a significant depreciation in the value of certain foreign currencies (for example, the Brazilian real) could reduce the value of cash flows generated by our operating businesses or could make it more expensive for our customers to purchase our services, and could have a material adverse effect on our business, financial condition and results of operations. When managing our exposure to such market risks, we may use forward contracts, options, swaps, caps, collars and floors or pursue other strategies or use other forms of derivative instruments. However, a significant portion of this risk may remain unhedged. We may also choose to establish unhedged positions in the ordinary course of business. The success of any hedging or other derivative transactions that we enter into generally will depend on our ability to structure contracts that appropriately offset our risk position. As a result, while we may enter into such transactions in order to reduce our exposure to market risks, unanticipated market changes may result in poorer overall investment performance than if the derivative transaction had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases. The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and similar laws in other jurisdictions impose rules and regulations governing federal and other governmental oversight of the over-the-counter derivatives market and its participants. These regulations may impose additional costs and regulatory scrutiny on our company. We cannot predict the effect of changing derivatives legislation on our hedging costs, our hedging strategy or its implementation or the composition of the risks we hedge. 18 Brookfield Business Corporation It can be very difficult or expensive to obtain the insurance we need for our business operations. We maintain insurance both as a corporate risk management strategy and in some cases to satisfy the requirements of contracts entered into in the course of our operations. Although in the past we have generally been able to cover our insurance needs, there can be no assurances that we can secure all necessary or appropriate insurance in the future, or that such insurance can be economically secured. We monitor the financial health of the insurance companies from which we procure insurance, but if any of our third party insurers fail, abruptly cancel our coverage or otherwise cannot satisfy their insurance requirements to us, then our overall risk exposure and operational expenses could be increased and some of our business operations could be interrupted. Performance of our operating businesses may be harmed by future labor disruptions and economically unfavorable collective bargaining agreements. Several of our current operations have workforces that are unionized or that in the future may become unionized and, as a result, are or will be required to negotiate the wages, benefits and other terms with many of their employees collectively. If an operating business were unable to negotiate acceptable contracts with any of its unions as existing agreements expire, it could experience a significant disruption of its operations, higher ongoing labor costs and restrictions on its ability to maximize the efficiency of its operations, which could have the potential to adversely impact our financial condition. In addition, in some jurisdictions where we operate, labor forces have a legal right to strike which may have an impact on our operations, either directly or indirectly, for example if a critical upstream or downstream counterparty was itself subject to a labor disruption which impacted our business. Our operations are exposed to occupational health and safety and accident risks. Our operations are highly exposed to the risk of accidents that may give rise to personal injury, loss of life, disruption to service and economic loss, including, for example, resulting from related litigation. Some of the tasks undertaken by employees and contractors are inherently dangerous and have the potential to result in serious injury or death. We are subject to increasingly stringent laws and regulations governing health and safety matters. Occupational health and safety legislation and regulations differ in each jurisdiction. Any breach of these obligations, or serious accidents involving our employees, contractors or members of the public, could expose us or our operating businesses to adverse regulatory consequences, including the forfeit or suspension of operating licenses, potential litigation, claims for material financial compensation, reputational damage, fines or other legislative sanction, which have the potential to adversely impact our financial condition. Furthermore, where we do not control a business, we have a limited ability to influence their health and safety practices and outcomes. We are subject to litigation risks that could result in significant liabilities that could adversely affect our operations. We are, from time to time, involved in disputes and possible litigation, the extent of which cannot be ascertained. Any material or costly dispute or litigation could adversely affect the value of our assets or our future financial performance. We could be subject to various legal proceedings concerning disputes of a commercial nature, or to claims in the event of bodily injury or material damage. The final outcome of any proceeding could have a negative impact on the business, financial condition or results of operations of our company. In addition, under certain circumstances, we may ourselves commence litigation. There can be no assurance that litigation, once begun, would be resolved in our favor. We will also be exposed to risk of litigation by third parties or government regulators if our management is alleged to have committed an act or acts of gross negligence, willful misconduct or dishonesty or breach of contract or organizational documents or to violate applicable law. In such actions, we would likely be obligated to bear legal, settlement and other costs (which may exceed our available insurance coverage). We may have operations in jurisdictions with less developed legal systems, which could create potential difficulties in obtaining effective legal redress. Some of our operations are located in jurisdictions with less developed legal systems than those in more established economies. In these jurisdictions, our company could be faced with potential difficulties in obtaining effective legal redress; a higher degree of discretion on the part of governmental authorities; a lack of judicial or administrative guidance on interpreting applicable rules and regulations; inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; and relative inexperience of the judiciary and courts in such matters. Brookfield Business Corporation 19 In addition, in some jurisdictions, the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements could be uncertain, creating particular concerns with respect to permits, approvals and licenses required or desirable for, or agreements entered into in connection with, businesses in any such jurisdiction. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licenses, permits or approvals (or applications for licenses, permits or approvals) or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured. We do not control all of the businesses in which we own interests and therefore we may not be able to realize some or all of the benefits that we expect to realize from those interests. We do not have control of certain of the businesses in which we own interests and we may take non-controlling positions in other businesses in the future. Such businesses may make financial or other decisions that we do not agree with. Because we do not have the ability to exercise control over such businesses, we may not be able to realize some or all of the benefits that we expect to realize from our ownership interests in them, including, for example, expected distributions. In addition, we must rely on the internal controls and financial reporting controls of such businesses and their failure to maintain effective controls or comply with applicable standards may adversely affect us. From time to time, we may have significant interests in public companies, and changes in the market prices of the stock of such public companies, particularly during times of increased market volatility, could have a negative impact on our financial condition and results of operations. From time to time, we may hold significant interests in public companies, and changes in the market prices of the stock of such public companies could have a material impact on our financial condition and results of operations. Global securities markets have been highly volatile, and continued volatility may have a material negative impact on our consolidated financial position and results of operations. We are exposed to the risk of environmental damage and costs associated with compliance with environmental laws. Certain of our operating businesses are involved in using, handling or transporting substances that are toxic, radioactive, combustible or otherwise hazardous to the environment and may be in close proximity to environmentally sensitive areas or densely populated communities. If a leak, spill or other environmental incident occurred, it could pose a health risk to humans or wildlife, cause property damage or result in substantial fines or penalties being imposed by regulatory authorities, revocation of licenses or permits required to operate the business or the imposition of more stringent conditions in those licenses or permits, or legal claims for compensation (including punitive damages) by affected stakeholders. For example, such risks are present in our water and wastewater operation, which includes the largest private water and sewage treatment operation in Brazil. In addition, some of our operating businesses may be subject to regulations or rulings made by environmental agencies that conflict with existing obligations we have under concession or other permitting agreements. Resolution of such conflicts may lead to uncertainty and increased risk of delays or cost overruns on projects. In addition to fines, these laws and regulations sometimes require evaluation and registration or the installation of costly pollution control or safety equipment or costly changes in operations to limit pollution or decrease the likelihood of injuries. Certain of our current industrial manufacturing operations are also subject to increasingly stringent environmental laws and regulations relating to our current and former properties, neighboring properties and our current raw materials, products and operations, such as our advanced energy storage operation, which is subject to laws and regulations governing hazardous waste storage, treatment and disposal. Governmental requirements relating to the protection of the environment, including solid waste management, air quality and water quality, could have an impact on our operations. All of these risks could require us to incur costs or become the basis of new or increased liabilities that could be material and could have the potential to significantly impact our value or financial performance. We are exposed to the risk of increasingly onerous environmental legislation and the broader impacts of climate change. With an increasing global focus and public sensitivity to environmental sustainability and environmental regulation becoming more stringent, we could be subject to further environmental related responsibilities and associated liability. For example, many jurisdictions in which our company operates and invests are considering implementing, or have implemented, schemes relating to the regulation of carbon emissions. As a result, there is a risk that demand for some of the commodities supplied by certain of our operations will be reduced. The nature and extent of future regulation in the various jurisdictions in which our operations are situated is uncertain but is expected to become more complex and stringent. Environmental legislation and permitting requirements are likely to evolve in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors and employees. 20 Brookfield Business Corporation It is difficult to assess the impact of any such changes on our company. These changes may result in increased costs to our operations that may not be able to be passed onto customers and may have an adverse impact on prospects for growth of some of our businesses. To the extent such regimes (such as carbon emissions schemes or other carbon emissions regulations) are or become applicable to our operations (and the costs of such regulations are not able to be fully passed on to consumers), our financial performance may be impacted due to costs applied to carbon emissions and increased compliance costs. We are also subject to a wide range of laws and regulations relating to the protection of the environment and pollution. Standards are set by these laws and regulations regarding certain aspects of environmental quality and reporting, provide for penalties and other liabilities for the violation of such standards, and establish, in certain circumstances, obligations to remediate and rehabilitate current and former facilities and locations where our operations are, or were, conducted. These laws and regulations may have a detrimental impact on our company’s financial performance through increased compliance costs or otherwise. Any breach of these obligations, or even incidents relating to the environment that do not amount to a breach, could adversely affect the results of our operating businesses and their reputations and expose them to claims for financial compensation or adverse regulatory consequences. Our operations may also be exposed directly or indirectly to the broader impacts of climate change, including extreme weather events, export constraints on commodities, increased resource prices and restrictions on energy and water usage. In addition to the physical risks associated with climate change, we are also subject to transition risks, which include those risks related to the impact of climate- and sustainability-related legislation and regulation, as well as risks arising from climate-related business trends. New climate change-related regulations or interpretations of existing laws may result in enhanced disclosure obligations that could negatively affect us and also materially increase our regulatory compliance burden. We also face business trend-related climate risks. Certain investors are taking into account sustainability factors, including climate risks, in determining whether to invest in our company. Moreover, certain investors have demonstrated activism with respect to public companies, including by urging them to take certain actions that could adversely impact the value of a business, or refrain from taking certain actions that could improve the value of a business. Investor focus and activism related to sustainability and similar matters may constrain capital raising opportunities. Our reputation and investor relationships could be damaged as a result of our involvement in certain industries, operating businesses or transactions associated with activities perceived to be causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change. Some of our current operations are structured as joint ventures, partnerships, consortiums or structured arrangements, and we intend to continue to operate in this manner in the future, which will reduce Brookfield’s and our control over our operations and may subject us to additional obligations. An integral part of our strategy is to participate with institutional partners in Brookfield-sponsored or co-sponsored consortiums for single asset acquisitions and as a partner in or alongside Brookfield-sponsored or co-sponsored partnerships that target acquisitions that suit our profile. Such arrangements involve risks not present where a third party is not involved, including the possibility that partners or co-venturers might become bankrupt or otherwise fail to fund their share of required capital contributions. Additionally, partners or co-venturers might at any time have economic or other business interests or goals different from us and Brookfield. We generally owe fiduciary duties to our partners in our joint venture and partnership arrangements. We may also, together with institutional partners, make structured preferred equity or debt investments (“structured investments”) in businesses that Brookfield considers attractive but which have certain downside risks, usually because the applicable business, asset class or technology is at an early stage of development. Examples of structured investments in our portfolio include our convertible preferred security investment in Nielsen. While these structured investments provide a secure, downside protected entry point into new assets classes and businesses, they do not give operational control to Brookfield or to our partnership. Brookfield Business Corporation 21 Joint ventures, partnerships, consortiums and structured investments generally provide for a reduced level of control over an acquired company because governance rights are shared with others. Accordingly, decisions relating to the underlying operations, including decisions relating to the management and operation and the timing and nature of any exit, are often made by a majority vote of the investors or by separate agreements that are reached with respect to individual decisions or, in the case of a structured investment, by agreement with the target’s management team. For example, when we participate with institutional partners in Brookfield-sponsored or co-sponsored consortiums for asset acquisitions and as a partner in or alongside Brookfield-sponsored or co-sponsored partnerships, there is often a finite term to the investment, which could lead to the business being sold prior to the date we would otherwise choose. In addition, such operations may be subject to the risk that business, financial or management decisions are made with which we do not agree or the management of the operating business at issue may take risks or otherwise act in a manner that does not serve our interests. Because we may not have the ability to exercise sole control over such operations, we may not be able to realize some or all of the benefits that we believe will be created from our and Brookfield’s involvement. If any of the foregoing were to occur, our business, financial condition and results of operations could suffer as a result. In addition, because some of our current operations are structured as joint ventures, partnerships or consortium arrangements, the sale or transfer of interests in some of our operations are subject to rights of first refusal or first offer, tag along rights or drag along rights and some agreements provide for buy-sell or similar arrangements, any of which could be exercised outside of our control and accordingly could have an adverse impact on us. We rely on the use of technology and information systems, many of which are controlled by third-party vendors, which may not be able to accommodate our growth or may increase in cost and may become subject to cyber-terrorism or other compromises and shut-downs, and any failures or interruptions of these systems could adversely affect our businesses and results of operations. We operate in businesses that are dependent on information systems and other technology, such as computer systems used for information storage, processing, administrative and commercial functions as well as the machinery and other equipment used in certain parts of our operations. In addition, our businesses rely on telecommunication services to interface with their business networks and customers. The information and embedded systems of key business partners and regulatory agencies are also important to our operations. We rely on this technology functioning as intended. Our information systems and technology may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level. Such a failure to accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on us. We rely heavily on our financial, accounting, communications and other data processing systems. Our businesses collect, store and use large amounts of sensitive information through our information technology systems, such as our residential mortgage insurer and our Canadian residential and multi-family mortgage lender, which receive personal and private information from borrowers and lenders. Our information technology systems face ongoing cybersecurity threats and attacks, which could result in the failure of such infrastructure. We may in the future be subject to cyber-terrorism or other compromises and shut-downs, noting the increasing frequency, sophistication and severity of these kinds of incidents. Our dealer software and technology services operation has been subject to such an attack in June 2024 – see Item 16K. – Cybersecurity. Threat actors and hackers have previously been, and may in the future be, able to negatively affect our operations by penetrating our security controls and causing system and operational disruptions or shutdowns, accessing, misappropriating or otherwise compromising protected personal information or proprietary or confidential information or that of third parties, and developing and deploying viruses, ransomware and other malware that can attack our systems, exploit any security vulnerabilities, and disrupt or shutdown our systems and operations. Such attacks could originate from a wide variety of sources, including internal actors or unknown third parties. While we believe that prior cyber-related attacks and incidents (including the cybersecurity incident at our dealer software and technology services operation in June 2024) have not materially affected our business strategy, results of operations or financial condition, there is no guarantee that a future cyber-related attack or incident would not result in significant operational, regulatory, or financial impacts that could materially affect our business strategy, results of operations or financial condition. Cybersecurity incidents may remain undetected for an extended period, which could exacerbate these consequences. The costs to eliminate or address the foregoing security threats and vulnerabilities before or after a cyber-incident could be material. In addition, a significant actual or potential theft, loss, corruption, exposure, fraudulent, unauthorized or accidental use or misuse of investor, policyholder, employee or other personally identifiable or proprietary business data, whether by third parties or as a result of employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation and regulatory actions against us by governments, various regulatory organizations or exchanges, or affected individuals, in addition to significant reputational harm and/or financial loss, and it may not be possible to recover losses suffered from such incidents under our insurance policies. 22 Brookfield Business Corporation If our information systems and other technology are compromised, do not operate or are disabled, such incidents could have a material adverse effect on our business prospects, financial condition, results of operations and cash flow. We have become increasingly reliant on third party service providers for certain aspects of our business, including for the administration of certain funds we manage, as well as for certain information systems and technology platforms. A disaster, disruption or compromise in technology or infrastructure that supports our businesses, including a disruption involving electronic communications or other services used by us, our vendors or third parties with whom we conduct business, may have an adverse impact on our ability to continue to operate our businesses without interruption which could have a material adverse effect on us. These risks could increase as vendors increasingly offer cloud-based software services rather than software services that can be operated within our own data centers. These risks also increase to the extent we engage with vendors and third parties in jurisdictions with which we are not familiar. In addition to the fact that these third-party service providers could also face ongoing cyber security threats and compromises of their systems, we generally have less control over the delivery of such third-party services, and as a result, we may face disruptions to our ability to operate a business as a result of interruptions of such services. A prolonged global failure of cloud services provided by a variety of cloud services providers that we engage could result in cascading systems failures for us. Although we are continuing to develop measures to ensure the integrity of our systems, we can provide no assurance that our efforts or those of third parties with whom we conduct business will be successful in protecting our systems and preventing or ameliorating damage from a cyber incident. Rapidly developing and changing global privacy laws and regulations could increase compliance costs and subject us to enforcement risks and reputational damage. We are subject to various risks and costs associated with the collection, processing, storage and transmission of personally identifiable information and other sensitive and confidential information. This data is wide ranging and relates to our investors, employees, contractors and other counterparties and third parties. Our compliance obligations include those in laws and regulations in jurisdictions globally, including those relating to foreign data collection and privacy laws, including, for example, the General Data Protection Regulation in the European Union. Other countries where we operate are enacting or amending data protection, artificial intelligence and other technology laws to empower regulators to impose financial penalties and injunctions on certain data processing activities, which could have an adverse effect on our business. Global laws in this area are rapidly increasing in the scale and depth of their requirements, and are also often extra-territorial in nature. In addition, a wide range of regulators and private actors are seeking to enforce these laws across regions and borders. Furthermore, we frequently have privacy compliance requirements as a result of our contractual obligations with counterparties. These legal, regulatory and contractual obligations heighten our privacy obligations in the ordinary course of conducting our business in the U.S., Canada and internationally. While we have taken various measures and made significant efforts and investment to ensure that our policies, processes and systems are both robust and compliant with these obligations, our potential liability remains, particularly given the continued and rapid development of privacy laws and regulations around the world, and increased criminal and civil enforcement actions and private litigation. Any inability, or perceived inability, by us to adequately address privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual obligations or other legal obligations, even if unfounded, could result in significant regulatory and third party liability, increased costs, disruption of our business and operations, a loss of client (including investor) confidence and other reputational damage. Furthermore, as new privacy-related laws and regulations are implemented, the time and resources needed for us to comply with such laws and regulations continues to increase and become a significant compliance workstream. Our failure to maintain effective internal controls could have a material adverse effect on our business in the future and the price of our Class A Shares. As a public company in the United States and Canada, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and stock exchange rules promulgated in response to the Sarbanes-Oxley Act, as well as corresponding laws in Canada. A number of our current operating subsidiaries are, and potential future acquisitions will be private companies and their systems of internal controls over financial reporting may be less developed as compared to public company requirements. In addition, we routinely exclude recently acquired companies from our evaluation of internal controls. Any failure to maintain adequate internal controls over financial reporting or to implement required, new or improved controls, or difficulties encountered in their implementation, could cause material weaknesses or significant deficiencies in our internal controls over financial reporting and could result in errors or misstatements in our consolidated financial statements that could be material. If we or our independent registered public accounting firm were to conclude that our internal controls over financial reporting were not effective, investors could lose confidence in our reported financial information and the price of our Class A Shares could decline. Our failure to achieve and maintain effective internal controls could have a material adverse effect on our business, our ability to access capital markets and investors’ perception of us. In addition, material weaknesses in our internal controls could require significant expense and management time to remediate. Brookfield Business Corporation 23 The market price of our Class A Shares may be volatile. The market price of our Class A Shares may be highly volatile and could be subject to wide fluctuations. Some of the factors that could negatively affect the price of our Class A Shares include: general market and economic conditions, including disruptions, downgrades, credit events and perceived problems in the credit markets; actual or anticipated variations in our quarterly operating results or dividends on our Class A Shares; actual or anticipated variations or trends in market interest rates; changes in our operating businesses or asset composition; write-downs or perceived credit or liquidity issues affecting our assets; market perception of our company, our business and our assets, including investor sentiment regarding diversified holding companies such as our company; our level of indebtedness and/or adverse market reaction to any indebtedness we incur in the future; our ability to raise capital on favorable terms or at all; loss of any major funding source; the termination of our Master Services Agreement or additions or departures of our or Brookfield’s key personnel; changes in market valuations of similar companies and partnerships; and speculation in the press or investment community regarding us or Brookfield. Securities markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies or partnerships. Any broad market fluctuations may adversely affect the trading price of our Class A Shares. We do not control when the units we hold in the new evergreen fund managed by Brookfield Asset Management will be redeemed or what the value of the units will be at the time of redemption. In connection with our recent disposition of a portion of our interest in our engineered components manufacturing operation, our dealer software and technology services operation and our work access services operation, we received units of a new evergreen fund managed by Brookfield Asset Management with an initial redemption value of approximately $690 million. In the 18 month period following the initial closing of this new fund, these units are expected to be redeemed for cash at an 8.6% discount to NAV at the time of redemption, and any remaining units still outstanding after this 18-month period will be redeemable at NAV. As of December 31, 2025, approximately 13.0% of the units we hold of the new evergreen fund had been redeemed for aggregate proceeds of approximately $87 million. The timeline for redemption of the remainder of our units is not yet known and will depend on factors beyond the control of our company. There can be no assurance regarding the timing of redemption, the NAV of these units at the time of redemption or the proceeds to be received by our company. Our company is a “foreign private issuer” under U.S. securities law. Therefore, we are exempt from certain requirements applicable to U.S. domestic registrants listed on the NYSE. Although we are subject to the periodic reporting requirements of the U.S. Exchange Act, the periodic disclosure required of foreign private issuers under the U.S. Exchange Act is different from periodic disclosure required of U.S. domestic registrants. Therefore, there may be less publicly available information about our company than is regularly published by or about other companies in the United States. Our company is exempt from certain other sections of the U.S. Exchange Act to which U.S. domestic issuers are subject, including the requirement to provide our shareholders with information statements or proxy statements that comply with the U.S. Exchange Act. In addition, large shareholders of our company are not obligated to file reports under Section 16 of the U.S. Exchange Act, and we will be permitted to follow certain home country corporate governance practices (being the corporate governance practices of British Columbia companies) instead of those otherwise required under the NYSE Listed Company Manual for domestic issuers. We currently intend to follow the same corporate practices as would be applicable to U.S. domestic companies under the U.S. federal securities laws and NYSE corporate governance standards; however, as we are externally managed by the Service Providers pursuant to the Master Services Agreement and are a foreign private issuer, we do not have a compensation committee. We may elect in the future to follow our home country law for certain of our other corporate governance practices as permitted by the rules of the NYSE, in which case our shareholders would not be afforded the same protection as provided under NYSE corporate governance standards to U.S. domestic registrants. Following our home country governance practices as opposed to the requirements that would otherwise apply to a U.S. domestic company listed on the NYSE may provide less protection than is accorded to investors of U.S. domestic issuers. 24 Brookfield Business Corporation Political instability and unfamiliar cultural factors could adversely impact the value of our investments. We are subject to geographical uncertainties in all jurisdictions in which we operate, including North America. We also make investments in businesses that are based outside of North America and we may pursue investments in unfamiliar markets, which may expose us to additional risks not typically associated with investing in North America. We may not properly adjust to the local culture and business practices in such markets, and there is the prospect that we may hire personnel or partner with local persons who might not comply with our culture and ethical business practices; either scenario could result in the failure of our initiatives in new markets and lead to financial losses for us and our managed entities. There are risks of political instability in several of our major markets and in other parts of the world in which we conduct business, including, for example, Brazil, from factors such as political conflict, protests, income inequality, refugee migration, terrorism, the potential break-up of political or economic unions and political corruption; the materialization of one or more of these risks could negatively affect our financial performance. For example, changes in U.S. policy have resulted in significant new or increased tariffs, export controls and other trade measures, resulting in strained international trade relations and the implementation of retaliatory tariffs on goods imported from the U.S. by foreign governments. Unforeseen political events in markets where our operating businesses own and operate assets and may look to for further growth of our businesses, such as the U.S., Brazilian, Australian, European, Middle East, Canadian, and Asian markets, may create economic uncertainty that has a negative impact on our financial performance. Such uncertainty could cause disruptions to our businesses, including affecting the business of and/or our relationships with our customers and suppliers, as well as altering the relationship among tariffs and currencies, including the value of the Brazilian real, the British pound and the Euro relative to the U.S. and Canadian dollar. Disruptions and uncertainties could adversely affect our financial condition, operating results and cash flows. In addition, political outcomes in the markets in which we operate may also result in legal uncertainty and potentially divergent national laws and regulations, which can contribute to general economic uncertainty. Economic uncertainty impacting us and our managed entities could be exacerbated by political events, including those in the U.S., Brazil, Australia, Europe, Asia, Middle East, Canada, and elsewhere. All of our operating businesses are subject to changes in government policy and legislation. Our operations are located in many different jurisdictions, each with its own government and legal system. Our financial condition and results of operations could also be affected by changes in economic or other government policies, changes in monetary policy, as well as by regulatory changes or administrative practices, or other political or economic developments in the jurisdiction in which we operate, such as: the regulatory environment related to our business operations, concession agreements and periodic regulatory resets; interest rates; benchmark interest rate reforms; currency fluctuations; exchange controls and restrictions; inflation; tariffs; liquidity of domestic financial and capital markets; policies relating to climate change or policies relating to tax; and other political, social, economic, and environmental and occupational health and safety developments that may occur in or affect the countries in which our operating businesses are located or conduct business or the countries in which the customers of our operating businesses are located or conduct business or both. In the case of our industrial operations, we cannot predict the impact of future economic conditions, energy conservation measures, alternative energy requirements or governmental regulation, all of which could reduce the demand for the products and services provided by such businesses or the availability of commodities we rely upon to conduct our operations. It is difficult to predict government policies and what form of laws and regulations will be adopted or how they will be construed by the relevant courts, or the extent to which any changes may adversely affect us. Federal, state and foreign anti-corruption and trade sanctions laws and restrictions on foreign direct investment applicable to us and our operating businesses create the potential for significant liabilities and penalties, the inability to complete transactions, imposition of significant costs and burdens, and reputational harm and we may also be subject to various governmental investigations. We are subject to various governmental investigations, audits and inquiries, both formal and informal. These investigations, regardless of their outcome, can be costly, divert management attention and damage our reputation. The unfavorable resolution of such investigations could result in criminal liability, fines, penalties or other monetary or non-monetary sanctions and could materially affect our business or results of operations. Brookfield, our company and our operating businesses are subject to a number of laws and regulations governing payments and contributions to public officials or other third parties both domestically and in respect of operations abroad, including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), various federal and state corruption laws, and similar laws in non-U.S. jurisdictions, such as the United Kingdom Bribery Act 2010, the Canadian Corruption of Foreign Public Officials Act (“CFPOA”), Part IV of the Canadian Criminal Code and the Brazilian Clean Company Act. This global focus on anti-bribery and corruption enforcement may also lead to more investigations, both formal and informal, in this area, the results of which cannot be predicted. Brookfield Business Corporation 25 The FCPA prohibits bribery of non-U.S. officials, candidates for office and political parties, and requires U.S. companies to keep books and records that accurately and fairly reflect those companies' transactions. Similar laws in non-U.S. jurisdictions, such as the United Kingdom Bribery Act 2010 and the CFPOA, as well as other applicable anti-bribery, anti-corruption or related laws in the United States and abroad, may also impose stricter or more onerous requirements than the FCPA, and implementing them may disrupt our business or cause us to incur significantly more costs to comply with those laws. The policies and procedures we have implemented to comply with anti-bribery and corruption legislation may be inadequate. If we fail to comply with such laws and regulations, we could be exposed to claims for damages, financial penalties, incarceration of our employees, reputational harm, restrictions on our operations and other liabilities, which could negatively affect our operating results and financial condition. In addition, we may be subject to successor liability for violations under these laws and regulations or other acts of bribery committed by us or our operating businesses. Instances of bribery, fraud, accounting irregularities and other improper, illegal or corrupt practices can be difficult to detect, in particular when conducting due diligence in connection with acquisitions, and fraud and other deceptive practices can be widespread in certain jurisdictions. We invest in emerging market countries that may not have established stringent anti-bribery and corruption laws and regulations, where existing laws and regulations may not be consistently enforced, or that are perceived to have materially higher levels of corruption according to international rating standards. Due diligence on investment opportunities in these jurisdictions is frequently more challenging because consistent and uniform commercial practices in such locations may not have developed or do not meet international standards. Bribery, fraud, accounting irregularities and corrupt practices can be especially difficult to detect in such locations. When acquiring assets in distress, the quality of financial information of the target may also make it difficult to identify irregularities. Brookfield, our company and our operating businesses are also subject to laws and regulations governing trade and economic sanctions. The Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce and the U.S. Department of State administer and enforce various trade control laws and regulations, including economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals. These laws and regulations implicate a number of aspects of our business, including servicing existing investors, finding new investors, and sourcing new investments, as well as activities by the portfolio companies in our investment portfolio or other controlled investments. Some of these regulations provide that penalties can be imposed on us for the conduct of a portfolio company, even if we have not ourselves violated any regulation. Similar laws in non-U.S. jurisdictions, such as the Special Economic Measures Act (Canada), the United Nations Act (Canada) and the Justice for Victims of Corrupt Foreign Officials Act (Canada), and E.U. sanctions, may also impose restrictions or requirements on us or our operating businesses. Applicable laws of various jurisdictions may contain conflicting provisions, making our compliance more difficult. For example, Canada has adopted measures, such as the Canadian Foreign Extraterritorial Measures Act, that could restrict certain persons and entities subject to Canadian jurisdiction from complying with sanctions imposed by other jurisdictions, such as the U.S. Beginning in February 2022, the United States and other countries began imposing sanctions targeting Russia as a result of actions taken by Russia in Ukraine. We and our portfolio companies are required to comply with these and potentially additional sanctions imposed by the United States and by other countries, for which the full costs, burdens, and limitations on our and our operating businesses and prospects are currently unknown and may become significant. In addition, the U.S. and many non-U.S. countries have laws designed to protect national security or to restrict foreign direct investment. For example, under the United States Foreign Investment Risk Review Modernization Act (“FIRRMA”), the Committee on Foreign Investment in the United States (“CFIUS”) has the authority to review, block or impose conditions on investments by non-U.S. persons in U.S. companies or real estate assets deemed critical or sensitive to the United States. Many non-U.S. jurisdictions have similar laws. For example, the E.U. has adopted an E.U.-wide mechanism to screen foreign investment on national security grounds and most E.U. member states now have a foreign investment screening mechanism in place or has initiated a consultative or legislative process expected to result in the adoption of a new mechanism or amendments to an existing mechanism, adopted a regulation aimed at regulation of foreign subsidies that could distort the internal E.U. market. We are also subject to anti-money laundering (“AML”), counter-terrorist financing and beneficial ownership transparency laws and regulations in the jurisdictions in which we operate, including the U.S. Bank Secrecy Act, the USA PATRIOT Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the U.K. Proceeds of Crime Act and applicable European Union AML directives. Failure to comply with applicable AML requirements, including through the actions of employees, joint venture partners, intermediaries or other third parties, could result in significant fines and penalties, restrictions on our ability to transact business, reputational harm and increased regulatory scrutiny. Enhanced AML enforcement trends, evolving beneficial ownership reporting requirements and expanding regulatory expectations may increase compliance costs and operational complexity. Under these laws, governments have the authority to impose a variety of actions, including requirements for the advance screening or notification of certain transactions, blocking or imposing conditions on certain transactions, limiting the size of foreign equity investments or control by foreign investors, and restricting the employment of foreigners as key personnel. These 26 Brookfield Business Corporation actions could limit our ability to find suitable investments, cause delays in consummating transactions, result in the abandonment of transactions, and impose burdensome operational requirements on our portfolio companies. These laws could also negatively impact our fundraising and syndication activities by causing us to exclude or limit certain investors or co-investors for our transactions. Moreover, these laws may make it difficult for us to identify suitable buyers for our investments that we want to exit and could constrain the universe of exit opportunities generally. Complying with these laws imposes potentially significant costs and complex additional burdens, and any failure by us or our portfolio companies to comply with them could expose us significant penalties, sanctions, loss of future investment opportunities, additional regulatory scrutiny, and reputational harm. Our businesses are subject to intellectual property challenges. Patents, non-compete agreements, proprietary technologies, customer relationships, trademarks, trade names and brand names are important to our business. Intellectual property protection, however, may not preclude competitors from developing products similar to ours or from challenging our names or products. Our pending patent applications, and our pending copyright and trademark registration applications, may not be allowed or competitors may challenge the validity or scope of our patents, copyrights or trademarks. In addition, our patents, copyrights, trademarks and other intellectual property rights may not provide us a significant competitive advantage. Furthermore, participants in our markets may use challenges to intellectual property as a means to compete. Patent and trademark challenges increase our costs to develop, engineer and market our products. We may need to spend significant resources monitoring our intellectual property rights and we may or may not be able to detect infringement by third parties. If we fail to successfully enforce our intellectual property rights or register new patents, our competitive position could suffer, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Possible failure to realize the anticipated benefits of the Arrangement. A variety of factors, including those risk factors set forth in this Form 20-F, may adversely affect our ability to achieve the anticipated benefits of the Arrangement, including broader access to global investors, improved consolidated trading liquidity, increased demand from expected index inclusion and other anticipated tax benefits, amongst other benefits. A failure to realize the anticipated benefits of the Arrangement could have a material adverse effect on our business and operations. Risks Relating to our Business Services Operations Our residential mortgage insurer is subject to the inherent insurance risk within its portfolio. Our residential mortgage insurer is influenced by macroeconomic conditions. Specifically, the level of premiums written is influenced by economic growth, interest rates, unemployment, housing activity, home prices and government policy, among other factors. Losses on claims are primarily impacted by unemployment rates, home prices and housing activity. A significant downturn in global, Canadian or any provincial economies could have an adverse effect on our residential mortgage insurer and its results of operations. Further, as our residential mortgage insurer provides mortgage insurance primarily for high loan-to-value mortgages, material changes in factors that impact the volume of such mortgages could lead to a decrease in the volume of transactional insurance originations, which would reduce the demand for mortgage insurance and, therefore, could have an adverse effect on its financial condition and results of operations. Material changes in factors that impact the volume of such mortgages include changes in the level of mortgage interest rates, housing prices, government housing policies and other government action to reduce consumer debt levels and changes to the capital treatment of privately insured mortgages that could disproportionately increase the regulatory capital held on privately insured mortgages relative to non-privately insured mortgages. We can provide no assurance that our residential mortgage insurer will not be negatively affected by these factors in the future, whether or not there is an improving interest rate environment; accordingly, our residential mortgage insurer may be adversely affected. Our residential mortgage insurer is heavily regulated and may be affected by changes in government policy. Failure of our residential mortgage insurer to meet its regulatory requirements or changes in regulation and governance requirements may impact the housing and mortgage markets, reduce its profitability, impact regulatory capital requirements, affect its ability to pay dividends or distribute capital to shareholders, expose it to claims, fines or penalties and could limit its growth. Action or inaction by the federal government of Canada in respect of its policy of supporting home ownership in Canada through mortgage insurance, could significantly reduce the demand for, or availability of, private sector mortgage insurance or mortgage insurance in general. For example, all financial institutions that are federally regulated by the OSFI are required to purchase mortgage insurance whenever the amount of a mortgage loan exceeds 80% of the value of the collateral property at the time the loan is made. A change to this requirement or any change to the threshold loan-to-value ratio could adversely affect the operations of our residential mortgage insurer and could reduce the demand for mortgage insurance. Brookfield Business Corporation 27 In addition, our residential mortgage insurer is subject to capital requirements imposed under Canadian law, including the Insurance Companies Act and the Protection of Residential Mortgage or Hypothecary Insurance Act. A decline in the regulatory capital of our residential mortgage insurer in relation to the size of risk it is insuring or an increase in its regulatory capital requirements could result in a decline in its ratings, increased scrutiny by OSFI, restrictions on our residential mortgage insurer from writing new business, distributing capital, utilizing capital for business needs, and could have an adverse impact on its financial condition, results of operations and prospects. Our residential mortgage insurer primarily competes with CMHC. CMHC, a Crown Corporation, may establish pricing terms and business practices that may be influenced by Canadian government policy initiatives such as advancing social housing policy or stabilizing the mortgage lending industry, initiatives which may not be consistent with maximizing return on capital or other profitability measures. In the event that CMHC determines to reduce prices or alter the terms and conditions of its mortgage insurance or other credit enhancement products in furtherance of social or other goals rather than a profit motive, our residential mortgage insurer may be unable to compete effectively, which could have an adverse effect on its financial condition and results of operations. The Canadian mortgage origination market is highly concentrated, with the five largest mortgage originators providing the majority of the residential mortgage financing in Canada. High market concentration may expose our residential mortgage insurer to reduced sales or adverse loan selection in the future should a significant lender change the type of loans or level of business that they underwrite with us or terminate or reduce its relationship with us. Additionally, much of our residential mortgage insurer in Canada is concentrated in only four provinces (Ontario, British Columbia, Alberta and Quebec), which increases the vulnerability of our residential mortgage insurer to economic or market downturns, catastrophic events or acts of terrorism in those provinces. We may not be able to accurately forecast the risks associated with our residential mortgage insurer. Our residential mortgage insurer is subject to model risk, particularly the risk of error in the design, development, implementation or subsequent use of models. A failure in our modelling could adversely impact our ability to properly evaluate, reserve, price and mitigate risks and the associated losses. If the pricing of our residential mortgage insurer is inadequate, its loss and unearned premiums reserves do not adequately reflect the financial condition of the business, or there are inadequate loss reserves for unexpected market events, results of operations and regulatory capital may be adversely affected. In addition, our residential mortgage insurer may experience increasing loss as the policies continue to age. Sustained material shifts in the emergence of losses on claims could affect timing of revenue recognition, which may adversely affect our residential mortgage insurer’s operations and financial condition. There are risks associated with our Canadian residential and multi-family mortgage lender. Our Canadian residential and multi-family mortgage lender uses primarily institutional placements and securitization vehicles and, to a lesser extent, its own equity and available secured and unsecured debt as sources of capital for financing mortgages. Our Canadian residential and multi-family mortgage lender’s securitization programs access the capital markets for the issuance of National Housing Act – mortgage backed securities, Canada mortgage bonds, asset backed commercial paper and commercial mortgage backed securities. Our Canadian residential and multi-family mortgage lender’s ability to continue to fund and securitize mortgages, to honor its mortgage commitments to borrowers and to ultimately collect on its retained interests is dependent upon the performance of existing securitization structures, on market conditions for these types of instruments and on commitments of institutional investors. Changes in market conditions, rating agency ratings or requirements, accounting standards, the commitments of institutional investors, the performance of the mortgage portfolio or regulatory requirements could result in an increase in the costs within the securitization structures, temporary periods in which the structures or institutional placements are not available or permanent unavailability of the structures or institutional placements. Our Canadian residential and multi-family mortgage lender’s retained interest in securitization structures may be adversely affected by these changes or the underlying performance of the assets in the structure. Any such adverse changes may require our Canadian residential and multi-family mortgage lender to recognize a write down of the retained interest in future periods due to our Canadian residential and multi-family mortgage lender’s gain on sale accounting. We cannot predict the duration of our Canadian residential and multi-family mortgage lender’s funding sources, nor can we predict the extent to which a future credit market disruption could affect our Canadian residential and multi-family mortgage lender’s ability to raise capital for financing mortgages. Since we are unable to predict if the capital markets will continue to function at levels experienced in the previous year, we are also unable to predict whether funding spreads and liquidity will continue to provide our Canadian residential and multi-family mortgage lender with cost efficient funding for its mortgages. Our Canadian residential and multi-family mortgage lender’s mortgage operations are dependent on a network of mortgage brokers. The mortgage brokers with whom our Canadian residential and multi-family mortgage lender does business are 28 Brookfield Business Corporation not contractually obligated to do business with our Canadian residential and multi-family mortgage lender. Further, our Canadian residential and multi-family mortgage lender’s competitors also have relationships with the same brokers and actively compete with our Canadian residential and multi-family mortgage lender in its efforts to expand its broker network and originate mortgage loans. Our Canadian residential and multi-family mortgage lender may find it difficult to attract new mortgage business from this network of brokers, or sustain current levels, to meet its needs. The failure by our Canadian residential and multi-family mortgage lender to sustain or increase its current level of mortgage origination from these sources could have a material adverse effect on our Canadian residential and multi-family mortgage lender’s business, financial condition and results of operations and on the amount of cash available for dividends to shareholders. When our Canadian residential and multi-family mortgage lender funds mortgages, it relies heavily upon information supplied by third parties including the information contained in mortgage applications, property appraisals, title information and employment and income documentation. If any of this information is misrepresented and the misrepresentation is not detected before mortgage funding, the value of the mortgage may be significantly lower than expected. Whether the mortgage applicant, the mortgage broker, another third party or one of our Canadian residential and multi-family mortgage lender’s employees makes a misrepresentation, our Canadian residential and multi-family mortgage lender generally bears the risk of loss associated with the misrepresentation. A mortgage subject to a misrepresentation may be unsaleable in the ordinary course of business or may be subject to repurchase or substitution if it is sold before detection of the misrepresentation or may require our Canadian residential and multi-family mortgage lender to indemnify the mortgage purchaser. The persons and entities that made a misrepresentation are often difficult to locate and it may be difficult to collect from them any monetary losses our Canadian residential and multi-family mortgage lender may have suffered. While our Canadian residential and multi-family mortgage lender has controls and processes designed to help it identify misrepresented information in its mortgage origination operations, there can be no assurance these controls and processes have detected or will detect all misrepresented information. There are risks associated with our dealer software and technology services operation. Our dealer software and technology services operation faces intense competition. If we do not continue to respond quickly to technological developments or customers’ shifting technological requirements or to compete effectively against other providers of technology solutions to automotive retailers, OEMs, and other participants in the automotive retail industry, it could have a material adverse effect on our business, results of operations, and financial condition. The industry is highly fragmented and subject to rapidly evolving technology, shifting customer needs, and frequent introductions of new solutions. Although the automotive retail industry is fragmented, a relatively small number of OEMs, consolidated retailer groups and retailer associations exert significant influence over the market acceptance of automotive retail products and services due to their concentrated purchasing activity, their endorsement or recommendation of specific products and services and/or their ability to define technical standards and certifications. If we are unable to establish, maintain or grow relationships with these key industry participants, our dealer software and technology services operation may not perform as well as anticipated, which may adversely affect our results of operations. There are risks associated with the real estate industry in Canada. The performance of our real estate services operation is dependent upon receipt of royalties, which in turn is dependent on the level of residential real estate transactions. The real estate industry has been affected by an increase in the general levels of interest rates, and is affected by all of the factors that affect the economy in general, and in addition may be affected by the aging network of real estate agents and brokers across Canada. This adverse interest rate environment has had a negative impact on our real estate services operation over the past couple of years, and this may continue in the near term. In addition, there is pressure on the rate of commissions charged to the consumer and internet use by real estate consumers has led to a questioning of the value of traditional residential real estate services. Finally, changes to mortgage and lending rules in Canada that are implemented or contemplated from time to time have the potential to negatively impact residential housing prices and/or the number of residential real estate transactions in Canada, either or both of which could in turn reduce commissions and therefore royalties. Brookfield Business Corporation 29 There are risks associated with our entertainment operation. Our entertainment operation is conducted pursuant to operational services agreements with Ontario Lottery and Gaming Corporation and gaming corporations. Although the agreements are renewable, there is no guarantee that we will continue to satisfy the conditions required for renewal. Additionally, when the renewal term expires, we may not be able to enter into new agreements that are the same as those historically, which may result in decreased revenues, increased operating costs or closure of an operation. Under the operational services agreements, the lottery and gaming corporations have the ability to suspend or terminate our right to provide services under the agreements for certain specified reasons. If we operate our entertainment operation in a manner inconsistent with the Criminal Code of Canada or applicable anti-money laundering legislation, violate provincial gaming laws or prejudice the integrity of gaming, the provincial lottery corporations may terminate one or more of our operational services agreements. If one or more of the operational services agreements are terminated, this will seriously impact the business. Furthermore, our entertainment operation is contingent upon obtaining and maintaining all necessary licenses, permits, approvals, registrations, findings of suitability, orders and authorizations. The laws, regulations and ordinances requiring these licenses, permits and other approvals generally relate to the responsibility, financial stability and character of the owners and managers of our entertainment operation, as well as persons financially interested or involved in our entertainment operation. Regulatory authorities have broad powers to request detailed financial and other information, to limit, condition, suspend or revoke a registration, gaming license or related approvals to approve changes in our operations, and to levy fines or require forfeiture of assets for violations of gaming laws or regulations. Complying with gaming laws, regulations and license requirements is costly. Any change in the laws, regulations or licenses applicable to our business or a violation of any current or future laws or regulations applicable to our business or gaming licenses could require us to make substantial expenditures or forfeit assets, and would negatively affect our entertainment operation. Our construction operation is vulnerable to the cyclical nature of the construction market. Accordingly, in recent years, we have experienced slowdowns in our construction operation, impacted by inflationary pressures and reduced demand for new buildings. The demand for our construction operation, including work access services, is dependent upon the existence of projects with engineering, procurement, construction and management needs. For example, a substantial portion of the revenues from our construction operation derives from residential, commercial and office projects in Australia and the United Kingdom. Capital expenditures by our clients may be influenced by factors such as prevailing economic conditions and expectations about economic trends, technological advances, consumer confidence, domestic and international political, military, regulatory and economic conditions and other similar factors. Our construction operation profitability is closely tied to the general state of the economy in those geographic areas in which we operate including North America, Europe, Australia and the Middle East, all of which have experienced and continue to experience varying degrees of adverse impacts due to general economic conditions and by rising inflationary pressures. More specifically, the demand for construction and infrastructure development services, which is the principal component of our construction operation, would typically be the largest single driver of our construction operation growth and profitability. In periods of strong economic growth, there is generally an increase in the number of opportunities available in the construction and infrastructure development industry as capital spending increases. In recessionary periods or periods of weak economic growth, the demand for our construction operation services from private sector and public authority clients may be adversely affected. We can provide no assurance that our construction operation will realize significant improvement in the near term, or at all, which may have a material adverse effect on our results of operations. Our revenues and earnings from our construction operation is largely dependent on the award of new contracts which we do not directly control. A substantial portion of the revenues and earnings of our construction operation, including work access services, is generated from large-scale project awards. The timing of project awards is unpredictable and outside of our control. Awards often involve complex and lengthy negotiations and competitive bidding processes. These processes can be impacted by a wide variety of factors including a client’s decision to not proceed with the development of a project, governmental approvals, financing contingencies and overall market and economic conditions. We may not win contracts that we have bid upon due to price, a client’s perception of our ability to perform and/or perceived technology advantages held by others. Many of our competitors may be inclined to take greater or unusual risks or agree to terms and conditions in a contract that we might not deem acceptable. Because a significant portion of our construction operation revenues are generated from large projects, the results of our construction operation can fluctuate quarterly and annually depending on whether and when large project awards occur and the commencement and progress of work under large contracts already awarded. As a result, we are subject to the risk of losing new awards to competitors or the risk that revenues may not be derived from awarded projects as quickly as anticipated. 30 Brookfield Business Corporation Our construction operation and work access services may experience reduced profits or losses under contracts if costs increase above estimates. Generally, our construction operation and work access services, is performed under contracts that include cost and schedule estimates in relation to our services. Inaccuracies in these estimates may lead to cost overruns that may not be paid by our clients, thereby resulting in reduced profits or in losses. If a contract is significant or there are one or more events that impact a contract or multiple contracts, cost overruns could have a material impact on our reputation or our financial results, negatively impacting the financial condition, results of operations or cash flow of our construction operation. A portion of our ongoing construction projects are in fixed-price contracts, where we bear a significant portion of the risk for cost overruns. Reimbursable contract types, such as those that include negotiated hourly billing rates, may restrict the kinds or amounts of costs that are reimbursable, therefore exposing us to risk that we may incur certain costs in executing these contracts that are above our estimates and not recoverable from our clients. If our construction operation fail to accurately estimate the resources and time necessary for these types of contracts, or fails to complete these contracts within the timeframes and costs we have agreed upon, there could be a material impact on the financial results as well as reputation of our construction operation. Risks under our construction contracts which could result in cost overruns, project delays or other problems can also include: •difficulties related to the performance of our clients, partners, subcontractors, suppliers or other third parties; •changes in local laws or difficulties or delays in obtaining permits, rights of way or approvals; •unanticipated technical problems, including design or engineering issues; •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, labor or the inability to timely obtain them; •delays or productivity issues caused by weather conditions; •incorrect assumptions related to productivity, scheduling estimates or future economic conditions; and •project modifications creating unanticipated costs or delays. These risks tend to be exacerbated for longer-term contracts because there is an increased risk that the circumstances under which we based our original cost estimates or project schedules will change with a resulting increase in costs. In many of these contracts, we may not be able to obtain compensation for additional work performed or expenses incurred, and if a project is not executed on schedule, we may be required to pay liquidated damages. In addition, these losses may be material and can, in some circumstances, equal or exceed the full value of the contract. In such circumstances, the financial condition, results of operations and cash flow of our construction operation could be negatively impacted. We enter into performance guarantees which may result in future payments. In the ordinary course of our construction operation and work access services, we enter into various agreements providing performance assurances and guarantees to clients on behalf of certain unconsolidated and consolidated partnerships, joint ventures and other jointly executed contracts. These agreements are entered into primarily to support the project execution commitments of these entities. The performance guarantees have various expiration dates ranging from mechanical completion of the project being constructed to a period extending beyond contract completion in certain circumstances. Any future payments under a performance guarantee could negatively impact the financial condition, results of operations and cash flow of our construction operation. Our construction operation operates under various types of contracts. Our construction operation performs under a variety of contract types, including lump sum, guaranteed maximum price, cost reimbursable, schedule of rates, managing contractor, construction management and design-build. Some forms of construction contracts carry more risk than others. We attempt to maintain a diverse mix of contracts to prevent overexposure to the risk profile of any particular contractual structure; however, conditions influencing both private sector and public authority clients may alter the mix of available projects and contractual structures that our construction operation undertakes. Brookfield Business Corporation 31 In most instances, our construction operation guarantees to its clients that they will complete a project by a scheduled date. If the project subsequently fails to meet the scheduled date, we could incur additional costs or penalties commonly referred to as liquidated damages, which are usually capped. Although we attempt to negotiate waivers of consequential loss, on some contracts there is some liability, which is also usually capped. In addition, although we have indemnity agreements with Brookfield that relate to certain construction projects, there can be no assurance that such indemnity agreements will sufficiently cover the payments we may be required to make in the future. In our construction operation, this may include litigation and claims from clients or subcontractors, in addition to our associated counterclaims. There can also be a liability where certain performance standards are not met. Such penalties may be significant and could impact our construction operation’s financial position or results of future operations. Furthermore, schedule delays may also reduce profitability because staff may be prevented from pursuing and working on new projects. Project delays may also reduce customer satisfaction, which could impact future awards. Climate change and transitioning to a lower carbon economy may impact our construction operation. Many of our construction operation’s activities are performed outdoors. The probability and unpredictability of extreme weather events and other associated incidents may continue to increase due to climate change and we may continue to see longer-term shifts in climate patterns. Increases in the severity and/or frequency of weather conditions due to climate change such as earthquakes, hurricanes, tornadoes, fires, floods, droughts and similar events, may cause more regular and severe interruptions in our construction operation. Severe weather events may also impact the availability and cost of raw materials and may impact the raw materials supply chain and disrupt key manufacturing facilities. In addition, the transition to a lower-carbon economy has the potential to be disruptive to traditional business models and investment strategies. Our construction operation’s private and/or public-sector clients may shift their infrastructure priorities due to changes in project funding, regulatory requirements or public perception. This risk can be mitigated to an extent by identifying changing market demands to offset lower demand in some sectors with opportunities in others, forming strategic partnerships and pursuing sustainable innovations. Government action to address climate change may involve economic instruments such as carbon and energy consumption taxes, restrictions on economic sectors, such as cap-and-trade, increasing efficiency standards and more stringent regulation and reporting of greenhouse gas emissions that could also impact our construction operation’s current or potential clients operating in industries that extract, distribute and transport fossil fuels. There are risks associated with our convertible preferred security investment in Nielsen. We hold a convertible preferred security investment in Nielsen and accordingly, our financial results may be impacted by the performance of this business. The underlying audience measurement operation requires sophisticated data collection, processing systems, software and other technology. Some of the technologies supporting the industries the business serves are changing rapidly. The business has been and will be required to adapt to changing technologies and industry standards, either by developing and marketing new services, investing in new services or enhancing its existing services to meet client demand. Moreover, the accelerating technology turn-over in audience measurement businesses, the introduction of new services embodying new technologies and the emergence of new regulatory and industry standards could render existing services technologically or commercially obsolete. Continued success will depend on the ability of the business to adapt to changing technologies, manage and process ever-increasing amounts of data and information, build and apply the appropriate processes to comply with requirements imposed by third parties regarding licensed or collected data, and improve the performance, features and reliability of its existing services in response to changing client, regulatory and industry demands. The business may experience difficulties that could delay or prevent the successful design, development, testing, introduction or marketing of Nielsen. Criticism from various industry groups and market segments could also adversely affect the business. Due to the high-profile nature of Nielsen data in the media, internet and entertainment information industries, Nielsen has been, and could continue to be, the target of criticism in the media and in other venues by various industry groups and market segments. The business strives to be fair, transparent and impartial in the production of audience measurement services. The quality of Nielsen’s U.S. ratings services is voluntarily subject to review and accreditation by the Media Ratings Council. Criticism of this business by special interests, and by clients with competing and often conflicting demands on Nielsen’s measurement service, could result in government regulation and/or a decrease in the demand for its services and put additional pressure on the pricing of its services, thereby leading to decreased earnings and cash flows. While we believe that government regulation of Nielsen is unnecessary, no assurance can be given that legislation will not be enacted in the future that would subject this business to regulation, which could adversely affect the performance of Nielsen and may in turn have an adverse effect on our convertible preferred security investment. 32 Brookfield Business Corporation In addition, design defects, errors, failures or delays associated with the products or services of the business could negatively impact Nielsen. Despite testing, the software, products and services that Nielsen develops, licenses or distributes may contain errors or defects when first released or when major new updates or enhancements are released that cause the product or service to operate incorrectly or less effectively. Many of these products and services also rely on data, equipment and services provided by third-party providers over which the business has no control and may be provided to us with defects, errors or failures. These third-party providers may be unable to meet the quality, safety or timeline requirements of the business in a way that may have an adverse impact on its products, services or users. In addition, the data integrity and quality of Nielsen relies on human-led, manual data collection and management processes that may be vulnerable due to human error and complexity of systems, resulting in the need for increased field support to ensure sample representation and prevent unauthorized or excessive access. A deterioration of the data integrity and quality of Nielsen could have an adverse effect on the performance of this business, which may in turn have an adverse effect on our convertible preferred security investment. There are risks associated with our Australian asset manager and lender. As a non-bank lender, our Australian residential mortgage lending business is impacted by changes in interest rates. Central banks, including the Reserve Bank of Australia, have implemented corrective measures to address inflation through a series of interest rate increases since 2022. These increases in interest rates have and may continue to impact our clients’ creditworthiness and therefore impact our operations as well, which resulted in a negative effect on our earnings through higher provisions for credit losses and higher operating costs. As a provider of residential property-backed loans and one of Australia’s leading mortgage originators, our Australian residential mortgage lender is significantly influenced by changes in the Australian housing market and housing industry. The recent economic slowdown, increases in the general level of interest rates and increases in the rate of inflation have contributed to elevated Australian household indebtedness and could also lead to changes in the demand for housing in the future. Any reduction in home sales activity would impact mortgage origination volumes and persistent inflation would put additional pressure on household budgets, which could contribute to a greater risk of default and credit losses. The Australian housing industry is also highly regulated and any changes to regulatory requirements could increase compliance costs, impact fees and adversely affect the performance of our Australian residential mortgage lending business. There are risks associated with our non-bank financial services operation. The primary factors that could adversely affect our non-bank financial services operation and reduce its ability to provide financing services at competitive rates include the sufficiency, availability and cost of sources of financing, including credit facilities, securitization programs and secured and unsecured debt issuances; the performance of loans and leases in our non-bank financial services operation portfolio, which could be materially affected by charge-offs, delinquencies and prepayments; fluctuations in interest rates and currencies; competition for customers from commercial banks, credit unions, vehicle manufacturers and other financing and leasing companies; and changes to financial sector regulation, supervision, enforcement and licensing, in particular as it relates to non-bank financial companies. There are risks associated with our payment processing services operation. Our payment processing services operation is impacted by cyber-security risks to our systems or data and other technological risks including software defects, disruptive technologies, undetected errors and development delays that could negatively affect our reputation with cardholders and customers and expose us to penalties, fines, liabilities and legal claims. In addition, the potential failure of our systems or our third-party providers’ systems, which could interrupt service, cause us to lose business, increase our costs and expose us to liability. The performance of our payment processing operation carries fraud and credit risk, including the risks of intentional unauthorized payment transactions, financial or non-financial losses from misrepresentations, and the inability of merchants or clients to meet financial obligations, which could result in a higher level of losses causing a material impact on reported results and reputation. Further, the highly competitive and innovative nature of the payment processing technology industry, as some of our competitors have greater financial and operational resources than we do, which may give them an advantage with respect to the pricing of services and the ability to develop new and disruptive technologies. Our payment processing services operation operates in target markets, including the Middle East and Africa, which are impacted by political, social, and economic instability risks, including the risk of a geopolitical event that impacts our ability to do business or to meet our strategic objectives. In particular, on-going conflict in the Middle East presents risks to the regional economy. Our operations in the Middle East and Africa are also impacted by the risk of failing to maintain our strategic position as the best payments partner in the region, which could cause a loss of market share, stalled growth, and an inability to meet profit targets. Brookfield Business Corporation 33 Our payment processing services operation is subject to minimum capital funding requirements and is impacted by liquidity, foreign exchange, and interest rate risks that could affect our ability to meet our financial obligations, profitability targets, or working capital needs. Risks Relating to Our Infrastructure Services Operations There are risks associated with our lottery services operation. Our lottery services operation depends heavily on our ability to win, maintain and renew our long-term lottery contracts, and we could lose substantial revenue if we are unable to renew such contracts on substantially similar terms or at all. As some jurisdictions seek to privatize or outsource lottery services operation, we face competition from both traditional and new competitors with respect to these opportunities. In some cases, we may find it necessary or desirable to enter into strategic relationships with third parties, including competitors, and may be required to commit significant sums of money in order to pursue these opportunities. The success of our lottery services operation depends on our ability to produce new and innovative products and services that respond to customer demand and create strong and sustained player appeal. The process of developing new products and services is inherently complex and uncertain. If we fail to do so, we could lose business to our competitors. Our lottery business depends on suppliers and contract manufacturers, and any failure of these parties to meet our performance and quality standards or requirements could cause us to incur additional costs or lost customers. Our production of instant lottery products are dependent upon a continuous supply of raw materials, supplies, power and natural resources and the manufacture and maintenance of our lottery systems are dependent upon a regular and continued supply of raw materials and components, many of which are manufactured or produced outside the jurisdiction in which they are used. Our operating results could be adversely affected by an interruption or cessation in the supply of these items or services or by a serious quality assurance lapse with respect thereto. As a result of our acquisition of Scientific Games Lottery in 2022, we are subject to additional laws and regulations relating to the lottery business in various countries in which Scientific Games Lottery operates. Our lottery services operation often requires entering into joint ventures or other business relationships in foreign jurisdictions with locally based entities, which presents additional risks, including our lack of sole decision-making authority, our reliance on a partner’s financial condition, inconsistency between our business interests or goals and those of our partners, disputes with our partners, and not realizing the operating efficiencies, competitive advantages or financial results that we anticipate. Our offshore oil services depend on continued growth in global and regional demands for such services. Our offshore oil services depend on continued growth in global and regional demands for such services, which could be negatively affected by a number of factors, including: •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 revenues; •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 and/or growth in such regions. 34 Brookfield Business Corporation Reduced demand for offshore marine transportation, processing, storage services, offshore accommodation and offshore installation services would have a material adverse effect on future growth of our marine transportation and offshore oil production-related services business, and could adversely affect our business, results of operations and financial condition. Marine transportation and oil production is inherently risky, particularly in the extreme conditions in which many of our vessels operate. An incident involving significant loss of product or environmental contamination by any of our vessels could harm our reputation and business. Vessels and their cargoes and oil production facilities we service are at risk of being damaged or lost because of events such as: •marine disasters; •bad weather; •mechanical failures; •grounding, capsizing, fire, explosions and collisions; •piracy; •human error; and •war and terrorism. A portion of our fleet, the Voyageur Spirit and Petrojarl Knarr FPSO units operate in the North Sea. Harsh weather conditions in this region and other regions in which our vessels operate may increase the risk of collisions, oil spills or mechanical failures. An accident involving any of our vessels could result in any of the following: •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. Any of these results could have a material adverse effect on our business, financial condition and operating results. In addition, any damage to, or environmental contamination involving, oil production facilities serviced could suspend that service and result in loss of revenues. Our recontracting of existing vessels and our future growth depends on our ability to expand relationships with existing customers and obtain new customers, for which we expect to face substantial competition. One of our principal objectives is to enter into additional long-term, fixed-rate time charters and contracts of affreightment, including the redeployment of our assets as their current charter contracts expire. The process of obtaining new long-term time charters and contracts of affreightment is highly competitive and generally involves an intensive screening process and competitive bids, and often extends for several months. FSO, FPSO, and offshore installation vessel and Unit for Maintenance Safety contracts are awarded based upon a variety of factors relating to the vessel operator, including: •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; Brookfield Business Corporation 35 •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. We expect competition for providing services for potential offshore projects from other experienced companies, including state-sponsored entities. Our competitors may have greater financial resources than us. This increased competition may cause greater price competition for charters. As a result of these factors, we may be unable to expand our relationships with existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our business, results of operations and financial condition. There are risks related to our work access services. Our work access services are subject to the risks inherent to our construction operation, including risks relating to seasonal fluctuations in the demand for our services, the timing of large-scale project awards which we do not directly control, fixed price contracts and reduced profits or losses if costs increase above estimates, performance assurances and guarantees which may result in future payments, a dependence on labor and performance being materially impacted by a lack of availability of labor force or increases in the cost of labor available, and operational hazards that could result in personal injury or death, work stoppage or serious damage to our equipment on the property of our customers. These delays and any similar delays we may experience in the future may have a negative impact on our future results. There are risks associated with our modular building leasing services in Europe and Asia. Our modular building leasing services principally generate revenues through the rental or sale of modular units. Our modular building leasing services results of operations could be adversely affected by declines in demand for its rental units. Demand for its rental units has been affected by a number of factors, including geopolitical uncertainty, competition and saturation in the European and Asian markets. Prevailing general and local economic conditions have also negatively affected the demand for rental units, particularly from current and potential customers that are small- and mid-sized businesses and may be disproportionately affected by adverse economic conditions. Risks Relating to Our Industrials Operations Decreased demand from our customers in the automotive industry may adversely affect the results of operations for our advanced energy storage operation. The financial performance of our advanced energy storage operation depends, in part, on conditions in the automotive industry. Declines in the North American, European and Asian automotive production levels, if not offset by aftermarket demand, could reduce our sales and adversely affect our results of operations. In addition, if any OEMs reach a point where they cannot fund their operations, we may incur write-offs of accounts receivable, incur impairment charges or require additional restructuring actions beyond our current restructuring plans, which, if significant, would have a material adverse effect on our advanced energy storage operation and results of operations. An inability to successfully respond to competition and pricing pressures from other companies in the same industry may adversely impact our advanced energy storage operation. Our advanced energy storage operation competes with a number of major manufacturers and distributors of automotive batteries, as well as a large number of smaller, regional competitors. The North American, European and Asian automotive battery markets are highly competitive. The manufacturers in these markets compete on price, quality, technical innovation, service and warranty. Additionally, our advanced energy storage operation faces significant pricing pressures from customers, which results in other market participants looking to compete on price and other contractual terms. If we are unable to remain competitive and maintain market share in the regions and markets we serve, the financial condition and results of operations of our advanced energy storage operation may be adversely affected. 36 Brookfield Business Corporation Volatility in commodity prices may adversely affect the results of operations of our advanced energy storage operation. Lead is a major component of automotive batteries, and the price of lead may be highly volatile. We attempt to manage the impact of changing lead prices through the recycling of used batteries returned to us by our aftermarket customers, commercial terms and commodity hedging programs. Our ability to mitigate the impact of lead price changes is subject to many factors, including customer negotiations, inventory level fluctuations and sales volume/mix changes, any of which could have an adverse effect on the results of operations of our advanced energy storage operation. A variety of other factors could adversely affect the results of operations of our advanced energy storage operation. Any of the following could materially and adversely impact the results of operations of our advanced energy storage operation: (i) volatility in the price of lead; (ii) loss of, or changes in, automobile battery supply contracts with our large original equipment and aftermarket customers; (iii) the increasing quality and useful life of batteries or use of alternative battery technologies, both of which may adversely impact the automotive battery market, including replacement cycle; (iv) delays or cancellations of new vehicle programs; (v) market and financial consequences of any recalls that may be required on our products; (vi) delays or difficulties in new product development, including lithium-ion technology; (vii) impact of potential increases in lithium-ion battery volumes on established battery volumes as lithium-ion battery technology improves and costs become more competitive; (viii) financial instability or market declines of our customers or suppliers; (ix) slower than projected market development in emerging markets; (x) interruption of supply of certain single-source components; (xi) changing nature of our joint ventures and relationships with our strategic business partners; (xii) unseasonable weather conditions in various parts of the world; (xiii) our ability to secure sufficient tolling capacity to recycle batteries; (xiv) price and availability of battery cores used in recycling; and (xv) the pace of the development of the market for hybrid and electric vehicles. There are risks associated with our water and wastewater operation in Brazil. Our water and wastewater operation subjects us to the risks incidental to the ownership and operation of such businesses in Brazil, any of which may adversely affect our financial condition, results of operations and cash flows, including the following risks: •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 behavior, may persist even after drought restrictions are repealed and the drought has ended. •Our water and wastewater operation 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. •The Brazilian government has historically exercised, and continues to exercise, significant influence over the Brazilian economy. Brazilian political and economic conditions may adversely affect our water and wastewater operation in Brazil. •Political and economic conditions directly affect our water and wastewater operation and can result in a material adverse effect on our water and wastewater operation’s business, financial condition and results of operations. Macroeconomic policies imposed by the Brazilian government can have a significant impact on Brazilian companies or companies with significant operations in Brazil. •We cannot control or predict whether the current Brazilian government will implement changes to existing policies or the impact any such changes may have on our water and wastewater operation in Brazil. Our water and wastewater operation’s operating results, financial condition and prospects may all be affected by any change in the macroeconomic conditions in Brazil. Brookfield Business Corporation 37 There are risks associated with our solar power solutions in Brazil. The solar energy industry is highly competitive and also competes with large utilities. Decreases in the retail prices of electricity from utilities or other renewable energy sources could harm our ability to distribute solar power generators. In addition, there may be certain governmental rebates, tax credits and other financial incentives that are made available with respect to solar energy products. However, these incentives may expire, end when the allocated funding is exhausted or be reduced or terminated as solar energy adoption rates increase. Our solar power solutions is affected by conditions in the solar power market and industry. The solar power market and industry may from time to time experience oversupply. When this occurs, many solar power product distributors that purchase solar power products, including solar modules from manufacturers, may be adversely affected. If the supply of solar modules grows faster than demand, and if governments reduce financial support for the solar industry and impose trade barriers for solar power products, demand and the average selling price for our products could be materially and adversely affected. The solar power market is still at a relatively early stage of development and future demand for solar power products and services is uncertain. In addition, demand for solar power generators in Brazil may not develop or may develop to a lesser extent than we anticipate. Many factors may affect the viability of solar power technology and the demand for solar power generators. If solar power technology is not suitable for widespread adoption or if sufficient demand for solar power products and services does not develop or takes longer to develop than we anticipate, our revenues may suffer and we may be unable to sustain our profitability. Our natural gas production is subject to all the risks normally incidental to oil and gas exploration, development and production. Our natural gas production is subject to all the risks normally incidental to oil and gas development and production, including but not limited to: •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, labor 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 labor. The marketability of our oil and gas production is dependent upon compressors, gathering lines, pipelines and other facilities, certain of which we do not control. When these facilities are unavailable, our operations can be interrupted and our revenues reduced. The marketability of our oil and gas production depends in part upon the availability, proximity and capacity of oil and gas pipelines owned by third parties. In general, we do not control these transportation facilities and our access to them may be limited or denied. A significant disruption in the availability of these transportation facilities or compression and other production facilities could adversely impact our ability to deliver to market or produce our oil and gas and thereby result in our inability to realize the full economic potential of our production. 38 Brookfield Business Corporation If any of the third-party pipelines and other facilities and service providers upon which we depend to move production to market become partially or fully unavailable to transport or process our production, or if quality specifications or physical requirements such as compression are altered by such third parties so as to restrict our ability to transport our production on those pipelines or facilities, our revenues could be adversely affected. Exploration and development may not result in commercially productive assets. Exploration and development involve numerous risks, including the risk that no commercially productive asset will result from such activities. The exploration and development activities of our industrial operations may not be successful and, if unsuccessful, such failure could have an adverse effect on our future results of operations and financial condition. Our derivative risk management activities could result in financial losses. In the past, commodity prices have been extremely volatile, and we expect this volatility to continue. To mitigate the effect of commodity price volatility on the results of our industrial operations, our strategy is to enter into derivative arrangements covering a portion of our resource production. These derivative arrangements are subject to mark-to-market accounting treatment, and the changes in fair value of the contracts will be reported in our statements of operations each quarter, which may result in significant non-cash gains or losses. These derivative contracts may also expose us to risk of financial loss in certain circumstances, including when production is less than the contracted derivative volumes, the counterparty to the derivative contract defaults on its contract obligations or the derivative contracts limit the benefit our industrial operations would otherwise receive from increases in commodity prices. There are risks associated with our engineered components manufacturing operation. Our engineered components manufacturing operation is subject to risks related to global manufacturing of engineered components. The RV, marine and other markets where we sell many of our engineered components manufacturing products or where the products are used, have been characterized by seasonality and cycles of growth and contraction in consumer demand, often because the purchase of such products is viewed as a consumer discretionary purchase. Additionally, the costs of raw materials are volatile, and inadequate or interrupted supply of raw materials or components used to make our engineered components could adversely impact financial condition, results of operations and cash flows. Our engineered components manufacturing operation imports a significant portion of raw materials and components, and the effect of foreign exchange rates could adversely affect its financial condition, results of operations and cash flows. Our engineered components manufacturing operation has entered into new markets, and uncertainties with respect to these new markets could impact its financial condition, results of operations and cash flows. Retail dealers of RVs and other products also generally finance their purchases of inventory. Reduction in the availability of financing, or an increase in the cost of such financing, particularly as a result of recent rising interest rates, have in the past caused, and would in the future again likely cause, many dealers to reduce inventories, which has resulted in reduced demand for our engineered components manufacturing products and may continue to do so in the future. The conditions in the credit market could limit the ability of consumers to obtain retail financing for RVs, trailers and other products, resulting in reduced demand for our engineered components manufacturing products. In addition, fuel shortages, and substantial increases in the price of fuel, have had an adverse effect on the RV, trailer and other industries we serve, and could again in the future. There are risks associated with our electric heat tracing systems manufacturing operation. Our electric heat tracing systems manufacturer is subject to risks from operating in a geographically diverse and highly competitive market. If we are unable to continue to differentiate our products, services, and solutions, or if our pricing is adversely impacted or we incur additional costs to remain competitive, or if we fail to effectively adapt our products or services to the demands of local markets, it could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, our future revenue depends partly on our ability to bid and win new contracts which may be impacted by the risk of a reduction in major project capital expenditure and, in particular, a reduction in large greenfield projects in our principal end markets, including energy, chemical processing and power generation. The risk of fluctuations to our backlog from material amounts of cancellations or reductions in purchase orders or a failure to deliver our backlog on time could also have a material adverse effect on our future sales. There are risks associated with our specialty consumables and equipment manufacturer. To remain competitive, our specialty consumables and equipment manufacturer must continue to launch new products and new indications and/or brand extensions for existing products. Such launches must generate revenue sufficient both to cover its substantial research and development costs and to replace revenues of profitable products that are lost to or displaced by competing products. Accordingly, our specialty consumables and equipment manufacturer commits substantial effort, funds and other resources to research and development and must make ongoing substantial expenditures without any assurance that its Brookfield Business Corporation 39 efforts will be commercially successful. A high rate of failure is inherent in the research and development of new products, and failure can occur at any point in the research and development process, including after significant resources have been invested. Products that appear promising in development may fail to reach the market for numerous reasons, including failure to demonstrate effectiveness, safety concerns, inability to obtain necessary regulatory approvals or delays in the approval of new products, excessive costs to manufacture or the failure to obtain or maintain intellectual property rights, or infringement of the intellectual property rights of others. Any failure to launch new products could impact the overall competitiveness and demand for our specialty and consumables and equipment manufacturer’s products. Our specialty consumables and equipment manufacturer’s products are subject to regulation by government authorities. These requirements include, among other things, regulations regarding manufacturing practices, product labeling and advertising and post-marketing reporting, including adverse event reports and field alerts due to manufacturing quality concerns. Our specialty consumables and equipment manufacturer must incur expense and spend time and effort to ensure compliance with these complex regulations. We cannot guarantee that our specialty consumables and equipment manufacturer’s products will remain compliant with applicable regulatory requests once approved for a product. Possible regulatory actions could result in substantial modifications to our specialty consumables and equipment manufacturer’s business practices and operations; refunds, recalls or seizures of products; a total or partial shutdown of production in one or more of our specialty consumables and equipment manufacturer’s or its suppliers' facilities while our specialty consumables and equipment manufacturer or its supplier remedies the alleged violation; the inability to obtain future approvals; and withdrawals or suspensions of current products from the market. Any of these events could disrupt our specialty consumables and equipment manufacturer’s business and have a material adverse effect on its business and results of operations. Risks Relating to our Relationship with Brookfield Brookfield exercises substantial influence over us and we are highly dependent on the Service Providers. As of the date of this Form 20-F, Brookfield holds 100% of the Class B Shares and 100% of the Special Shares and Brookfield Holders hold approximately 69% of our Class A Shares. In accordance with our articles, the Class A Shares have one vote per share and the Class B Shares hold an aggregate number of votes equal to three (3) times the total votes of the Class A Shares. As a result, the Class A Shares and Class B Shares control 25% and 75%, respectively, of the aggregate voting rights of our company, thereby giving the Brookfield Holders an approximate 92% aggregate voting interest in our company, as of the date of this Form 20-F. As a result, the Brookfield Holders are able to control the election and removal of our directors and, accordingly, exercise substantial influence over our company. In addition, the Service Providers, being subsidiaries of Brookfield Asset Management, provide management and administration services to our group pursuant to our Master Services Agreement. Our group generally does not have any employees and depends on the management and administration services provided by the Service Providers. Other subsidiaries of Brookfield also provide management services to certain of our operating subsidiaries. The partners, members, shareholders, directors, officers and employees of Brookfield and support staff that provide services to us are not required to have as their primary responsibility the management and administration of our group, or to act exclusively for us. Any failure to effectively manage our operations or to implement our strategy could have a material adverse effect on our business, financial condition and results of operations. Brookfield has no obligation to source acquisition opportunities for us and we may not have access to all acquisitions that Brookfield identifies. Our ability to grow depends on Brookfield’s ability to identify and present us with acquisition opportunities. Brookfield established our company to be Brookfield’s flagship public company for its services and industrial operations. However, Brookfield has no obligation to source acquisition opportunities for us. In addition, Brookfield has not agreed to commit to any minimum level of dedicated resources for the pursuit of acquisitions. There are a number of factors which could materially and adversely impact the extent to which suitable acquisition opportunities are made available from Brookfield, including: It is an integral part of Brookfield’s (and our) strategy to pursue acquisitions through consortium arrangements with institutional partners, strategic partners and/or financial sponsors and to form partnerships (including private funds, joint ventures and similar arrangements) 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 sourcing acquisitions that are suitable for us are responsible for sourcing opportunities for the vehicles, 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; 40 Brookfield Business Corporation Brookfield will only recommend acquisition opportunities that it believes are suitable and appropriate for us. Our focus is on assets where we believe that our operations-oriented strategy can be deployed to create value in our services and industrial operations. Accordingly, opportunities where Brookfield cannot play an active role in influencing the underlying business or managing the underlying assets may not be consistent with our acquisition strategy and, therefore 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/or appropriate for us and will limit our ability to participate in certain acquisitions; and In addition to structural limitations, the question of whether a particular acquisition is suitable and/or appropriate is highly subjective and is dependent on a number of portfolio construction and management factors including our liquidity position at the relevant time, the expected risk-return profile of the opportunity, its fit with the balance of our investments and related operations, other opportunities that we may be pursuing or otherwise considering at the relevant time, our interest in preserving capital in order to secure other opportunities and/or to meet other obligations, and other factors. If Brookfield determines that an opportunity is not suitable or appropriate for us, it may still pursue such opportunity on its own behalf, or on behalf of a Brookfield-sponsored vehicle, consortium or partnership such as Brookfield Property Partners, Brookfield Infrastructure Partners, Brookfield Renewable Partners and one or more Brookfield-sponsored private funds or other investment vehicles or programs. In making determinations about acquisition opportunities and investments, consortium arrangements or partnerships, Brookfield may be influenced by factors that result in a misalignment or conflict of interest. See Item 7.B, “Related Party Transactions - Conflicts of Interest and Fiduciary Duties”. Among others, we may pursue acquisition opportunities indirectly through investments in Brookfield-sponsored vehicles, consortiums and partnerships or directly (including by investing alongside such vehicles, consortiums and partnerships). Any references in this Item 3.D, “Risk Factors” to our acquisitions, investments, assets, expenses, portfolio companies or other terms should be understood to mean such items held, incurred or undertaken directly by us or indirectly by us through our investment in such Brookfield-sponsored vehicles, consortiums and partnerships. We rely on related parties for a portion of our revenues. We may enter into contracts for services or other engagements with related parties, including Brookfield. We are subject to risks as a result of our reliance on these related parties, including the risk that the business terms of our arrangements with them are not as fair to us and that our management is subject to potential conflicts of interest that may not be resolved in our favor. In addition, if our transactions with these related parties cease, it could have a material adverse effect on our business, financial condition and results of operations. The departure of some or all of Brookfield’s professionals could prevent us from achieving our objectives. We depend on the diligence, skill and business contacts of Brookfield’s professionals and the information and opportunities they generate during the normal course of their activities. Our future success will depend on the continued service of these individuals, who are not obligated to remain employed with Brookfield. Brookfield has experienced departures of key professionals in the past and may do so in the future, and we cannot predict the impact that any such departures will have on our ability to achieve our objectives. The departure of a significant number of Brookfield’s professionals for any reason, or the failure to appoint qualified or effective successors in the event of such departures, could have a material adverse effect on our ability to achieve our objectives. The Master Services Agreement does not require Brookfield to maintain the employment of any of its professionals or to cause any particular professionals to provide services to us or on our behalf. The role and ownership of Brookfield Holders may change, and control of our company may change, without shareholder consent. Our arrangements with Brookfield Holders do not require Brookfield Holders to maintain any ownership level in our company. Brookfield Holders may sell the shares that they hold in our company or transfer their shares in our company to a third party in a merger or consolidation or in a transfer of all or substantially all of their assets. Brookfield Holders may also sell or transfer all or part of their interests in the Service Providers without the approval of our group or holders of shares, which could result in changes to the management of our group and its current growth strategy. Shareholder consent would not be sought in either case. If a new owner were to acquire voting control of the company and elect new directors of its own choosing, it would be able to exercise substantial influence over our policies and procedures and exercise substantial influence over our management and the types of acquisitions that we make. Such changes could result in our capital being used to make acquisitions in which Brookfield Holders have no involvement or in making acquisitions that are substantially different from our targeted acquisitions. Additionally, we cannot predict with any certainty the effect that any transfer in the control of our company would have on the trading price of our Class A Shares or our ability to raise capital or make acquisitions in the future, because such matters Brookfield Business Corporation 41 would depend to a large extent on the identity of the new owner and the new owner’s intentions. As a result, our future would be uncertain and our business, financial condition and results of operations may suffer. Brookfield may increase its ownership in our company relative to other shareholders. As of the date of this Form 20-F, Brookfield holds 100% of the Class B Shares and 100% of the Special Shares and Brookfield Holders hold approximately 69% of our Class A Shares. Brookfield Asset Management may reinvest the Incentive Dividends received on its Special Shares in exchange for Class A Shares. The Brookfield Holders may also purchase additional Class A Shares in the market. Any of these events may result in the Brookfield Holders increasing their respective ownership of our company. None of British Columbia corporate law, our Master Services Agreement or our other arrangements with Brookfield impose on Brookfield any fiduciary duties to act in the best interests of our shareholders. None of British Columbia corporate law, the Master Services Agreement or our other arrangements with Brookfield impose on Brookfield any duty (statutory or otherwise) to act in the best interests of the Service Recipients, nor do they impose other duties that are fiduciary in nature. As a result, our company has sole authority to enforce the terms of such agreements and to consent to any waiver, modification or amendment of their provisions, subject to approval by a majority of our independent directors in accordance with our conflicts protocol. See Item 7.B, “Related Party Transactions - Conflicts of Interest and Fiduciary Duties”. Our organizational and ownership structure may create significant conflicts of interest that may be resolved in a manner that is not in our best interests or the best interests of our shareholders. Our organizational and ownership structure involves a number of relationships that may give rise to conflicts of interest between our company and our shareholders, on the one hand, and Brookfield, on the other hand. In certain instances, the interests of Brookfield may differ from the interests of our company and our shareholders, including with respect to the types of acquisitions made, the timing and amount of distributions by our company, the redeployment of returns generated by our operations, the use of leverage when making acquisitions and the appointment of outside advisors and service providers, including as a result of the reasons described under Item 7.B, “Related Party Transactions - Conflicts of Interest and Fiduciary Duties”. In addition, the Service Providers, affiliates of Brookfield, provide management services to us pursuant to our Master Services Agreement. Pursuant to the Master Services Agreement, the Holding LP pays a quarterly base management fee to the Service Providers equal to 0.3125% (1.25% annually) of the total capitalization of our group. For purposes of calculating the base management fee, the total capitalization of our group is equal to the quarterly volume-weighted average trading price of a Class A Share on the principal stock exchange for the Class A Shares (based on trading volumes), multiplied by the number of Class A Shares outstanding at the end of the quarter (and assuming the full conversion of any securities then outstanding that are convertible, redeemable or exchangeable for, Class A Shares), plus, without duplication, the value of securities of the other Service Recipients, if any, that are not held by our company, plus all outstanding third party debt with recourse to a Service Recipient, less all cash held by such entities. This relationship may give rise to conflicts of interest between our company and our shareholders, on the one hand, and Brookfield, on the other, as Brookfield’s interests may differ from the interests of our company and our shareholders. The arrangements we have with Brookfield may create an incentive for Brookfield to take actions which would have the effect of increasing distributions and fees payable to it, which may be to the detriment of our company and our shareholders. For example, because the base management fee is calculated based on our group’s market value, it may create an incentive for Brookfield to increase or maintain our group’s market value over the near-term when other actions may be more favorable to our company and our shareholders. Similarly, Brookfield may take actions to decrease distributions on the Class A Shares or defer acquisitions in order to increase our market value in the near-term when making such distributions or acquisitions may be more favorable to us or our shareholders. BPEG Manager Holdings LP, a subsidiary of Brookfield, also receives incentive dividends from our company in connection with its ownership of the Special Shares based on the growth in the market value of the Class A Shares quarter-over-quarter (but only after the market value exceeds the incentive dividend threshold, and adjusted at the beginning of each quarter to be equal to the greater of (i) the market value of Class A Shares for the previous quarter and (ii) the incentive dividend threshold at the end of the previous quarter) multiplied by the number of Class A Shares outstanding at the end of the quarter. For a further explanation of incentive dividends, see Item 10.B, “Memorandum and Articles of Association - Description of Special Shares”. This relationship may give rise to conflicts of interest between our company and our shareholders, on the one hand, and Brookfield, on the other, as Brookfield’s interests may differ from the interests of our company or our shareholders. 42 Brookfield Business Corporation Our arrangements with Brookfield were negotiated in the context of an affiliated relationship and may contain terms that are less favorable than those which otherwise might have been obtained from unrelated parties. The terms of our arrangements with Brookfield were effectively determined by Brookfield in the context of the spin off and more recent Arrangement. While our company’s independent directors are aware of the terms of these arrangements and have approved the arrangements on our behalf, they did not negotiate the terms. These terms, including terms relating to compensation, contractual and fiduciary duties, conflicts of interest and Brookfield’s ability to engage in outside activities, including activities that compete with us, our activities and limitations on liability and indemnification, may be less favorable than otherwise might have resulted if the negotiations had involved unrelated parties. Our company may be unable or unwilling to terminate our Master Services Agreement. Our Master Services Agreement provides that the Service Recipients may terminate the agreement only if: (i) the Service Providers default 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 thirty (30) days after written notice of the breach is given to the Service Providers; (ii) the Service Providers engage in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service Recipients; (iii) the Service Providers are grossly negligent in the performance of their duties under the agreement and such negligence results in material harm to the Service Recipients; or (iv) upon the happening of certain events relating to the bankruptcy or insolvency of the Service Providers. Our company cannot terminate the agreement for any other reason, including if the Service Providers or Brookfield experience a change of control, and there is no fixed term to the agreement. In addition, because we are an affiliate of Brookfield, we may be unwilling to terminate our Master Services Agreement, even in the case of a default. If the Service Providers’ performance does not meet the expectations of investors, and we are unable or unwilling to terminate our Master Services Agreement, the market price of Class A Shares could suffer. Furthermore, the termination of our Master Services Agreement would terminate our company’s rights under the Relationship Agreement and our Licensing Agreement. See Item 7.B, “Related Party Transactions - Relationship Agreement” and “Related Party Transactions - Licensing Agreement”. The liability of the Service Providers is limited under our arrangements with them and we have agreed to indemnify the Service Providers against claims that they may face in connection with such arrangements, which may lead them to assume greater risks when making decisions relating to us than they otherwise would if acting solely for their own account. Under our Master Services Agreement, the Service Providers have not assumed any responsibility other than to provide or arrange for the provision of the services described in our Master Services Agreement in good faith and will not be responsible for any action that we take in following or declining to follow their advice or recommendations. In addition, under our Master Services Agreement, the liability of the Service Providers is limited to the fullest extent permitted by law to conduct involving bad faith, fraud, willful misconduct, gross negligence or, in the case of a criminal matter, action that was known to have been unlawful. In addition, we have agreed to indemnify the Service Providers to the fullest extent permitted by law from and against any claims, liabilities, losses, damages, costs or expenses incurred by them or threatened in connection with our business, investments and activities or in respect of or arising from our Master Services Agreement or the services provided by the Service Providers, except to the extent that such claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the conduct in respect of which such persons have liability as described above. These protections may result in the Service Providers tolerating greater risks when making decisions than otherwise would be the case, including when determining whether to use and the extent of leverage in connection with acquisitions. The indemnification arrangements to which the Service Providers are a party may also give rise to legal claims for indemnification that are adverse to us and our shareholders. Brookfield Business Corporation 43 Brookfield and the Walled-Off Businesses operate their respective investment businesses largely independently, and do not expect to coordinate or consult on investment decisions, which may give rise to conflicts of interest and make it more difficult to mitigate certain conflicts of interest. Brookfield and each Walled-Off Business operate their respective investment businesses largely independently pursuant to an information barrier, and Brookfield does not expect to coordinate or consult with Walled-Off Businesses with respect to investment activities and/or decisions. In addition, neither Brookfield nor any Walled-off Business is expected to be subject to any internal approvals over its investment activities and decisions by any person who would have knowledge and/or decision-making control of the investment decisions of the other. As a result, it is expected that we and our subsidiaries, as well as Brookfield, Brookfield Accounts that we are invested in and their portfolio companies, will engage in activities and have business relationships that give rise to conflicts (and potential conflicts) of interests between them, on the one hand, and Walled-Off Businesses, Walled-Off Business Accounts and their portfolio companies, on the other hand. These conflicts (and potential conflicts) of interests may include: (i) competing from time to time for the same investment opportunities, (ii) the pursuit by Walled-off Business Accounts of investment opportunities suitable for us and Brookfield Accounts that we are invested in, without making such opportunities available to us or those Brookfield Accounts and (iii) the formation or establishment of new Walled-Off Business Accounts that could compete or otherwise conduct their affairs without regard as to whether or not they adversely impact our company and/or Brookfield Accounts that we are invested in. Investment teams managing our activities and/or Brookfield Accounts that we are invested in are not expected to be aware of, and will not have the ability to manage, such conflicts. We and/or Brookfield Accounts that we are invested in could be adversely impacted by a Walled-Off Business’s activities. Competition from a Walled-Off Business Accounts for investment opportunities could also, under certain circumstances, adversely impact the purchase price of our (direct and/or indirect) investments. As a result of different investment objectives, views and/or interests in investments, Walled-Off Businesses will manage certain Walled-Off Business Accounts in a way that is different than from our interests and/or Brookfield Accounts that we are invested in, which could adversely impact our (direct and/or direct) investments. For more information, see Item 7.B “Related Party Transactions - Conflicts of Interest and Fiduciary Duties - Businesses Subject to Information Walls”. Brookfield and Walled-Off Businesses are likely to be deemed to be affiliates for purposes of certain laws and regulations, which may result in, among other things, earlier public disclosure of investments by us and/or Brookfield Accounts that we are invested in. Brookfield and a Walled-Off Business are likely to be deemed to be affiliates for purposes of certain laws and regulations, notwithstanding their operational independence and/or information barrier, and it is anticipated that, from time to time, we and/or Brookfield Accounts that we are invested in and a Walled-Off Business Account may each have significant positions in one or more of the same issuers. As such, Brookfield and a Walled-Off Business will likely need to aggregate certain investment holdings, including our holdings, Brookfield Accounts that we are invested in and Walled-Off Business Accounts for certain securities law purposes and other regulatory purposes. Consequently, a Walled-off Business’s activities could result in earlier public disclosure of investments by our company and/or Brookfield Accounts that we are invested in restrictions on transactions by us and/or Brookfield Accounts that we are invested in (including the ability to make or dispose of certain investments at certain times), adverse effects on the prices of investments made by our company and/or Brookfield Accounts that we are invested in, potential short-swing profit disgorgement, penalties and/or regulatory remedies, among others. For more information, see Item 7.B. “Related Party Transactions - Conflicts of Interest and Fiduciary Duties - Businesses Subject to Information Walls”. Breaches of the information barrier and related internal controls by Brookfield and/or a Walled-Off Business could result in significant adverse consequences to Brookfield and such Walled-Off Business and/or Brookfield Accounts that we are invested in, amongst others. Although information barriers were implemented to address the potential conflicts of interests and regulatory, legal and contractual requirements of our company, Brookfield and a Walled-Off Business may decide, at any time and without notice to us or our shareholders, to remove or modify the information barrier between Brookfield and such Walled-Off Business. In addition, there may be breaches (including inadvertent breaches) of the information barriers and related internal controls by Brookfield and/or a Walled-Off Business. 44 Brookfield Business Corporation To the extent that the information barrier is removed or is otherwise ineffective and Brookfield has the ability to access analysis, model and/or information developed by a Walled-Off Business and its personnel, Brookfield will not be under any obligation or other duty to access such information or effect transactions for us and/or Brookfield Accounts that we are invested in in accordance with such analysis and models, and in fact may be restricted by securities laws from doing so. In such circumstances, Brookfield may make investment decisions for us and/or Brookfield Accounts that we are invested in that differ from those it would have made if Brookfield had pursued such information, which may be disadvantageous to us and/or Brookfield Accounts that we are invested in. The breach or failure of information barriers could result in our company obtaining material non-public information, which may restrict our company from acquiring or disposing investments and ultimately impact the returns generated for our business. In addition, any such breach or failure could also result in potential regulatory investigations and claims for securities laws violations in connection with our direct and/or indirect investment activities. Any inadvertent trading on material non-public information, or perception of trading on material non-public information by one of our businesses or our personnel, could have a significant adverse effect on Brookfield’s reputation, result in the imposition of regulatory or financial sanctions, and negatively impact Brookfield’s ability to provide investment management services to its clients, all of which could result in negative financial impact to the investment activities of our company and/or Brookfield Accounts that we are invested in. For more information, see Item 7.B, “Related Party Transactions - Conflicts of Interest and Fiduciary Duties - Businesses Subject to Information Walls”. Risks Relating to Our Structure Our company is a holding entity and currently we rely on BBU and Holding LP and, indirectly, the Holding Entities and our operating businesses, to provide us with the funds necessary to pay dividends and meet our financial obligations. Our company is a holding entity, and its sole material assets are its direct and indirect interests in BBU and Holding LP, through which we hold all of our interests in our operating businesses. We also hold Special LP Units in Holding LP which entitle the holder to receive incentive distributions. Our company has no independent means of generating revenues. As a result, we rely on distributions and other payments from BBU and Holding LP (which in turn rely on distributions and other payments from the Holding Entities and our operating businesses) to provide us with the funds necessary to pay dividends and to meet our financial obligations. Holding LP, the Holding Entities and our operating businesses are legally distinct from us and some of them are or may become restricted in their ability to pay dividends and distributions or otherwise make funds available to us pursuant to local law, regulatory requirements and their contractual agreements, including agreements governing their financing arrangements. Any other entities through which we may conduct operations in the future will also be legally distinct from us and may be similarly restricted in their ability to pay dividends and distributions or otherwise make funds available to us under certain conditions. Holding LP, the Holding Entities and our operating businesses will generally be required to service their debt obligations before making distributions to us or their parent entities, as applicable, thereby reducing the amount of our cash flow available to our company to meet our financial obligations. We anticipate that the only distributions that we will receive in respect of our direct and indirect interests in BBU and Holding LP and Special LP Units in Holding LP will consist of amounts that are intended to assist our company to pay expenses as they become due and to pay dividends to our shareholders in accordance with our company’s articles and its dividend policy. We may be subject to the risks commonly associated with a separation of economic interest from control or the incurrence of debt at multiple levels within an organizational structure. Our ownership and organizational structure is similar to structures whereby one company controls another company which in turn holds controlling interests in other companies; thereby, the company at the top of the chain may control the company at the bottom of the chain even if its effective equity position in the bottom company is less than a controlling interest. As of the date of this Form 20-F, the Brookfield Holders hold approximately 92% of the votes to elect the directors of our company. As a result, Brookfield is able to control the appointment and removal of our company’s directors and, accordingly, exercise substantial influence over us. In turn, we often have a majority controlling interest or a significant influence in our operating businesses. Although Brookfield Holders, as of the date of this Form 20-F, have an effective equity interest in our company of approximately 69% as a result of ownership of Class A Shares, over time Brookfield Holders may reduce this interest while still maintaining voting control, and, therefore, Brookfield may use its control rights in a manner that conflicts with the interests of our other shareholders. For example, despite the fact that we have conflicts protocols in place, which address the requirement for independent approval and other requirements for transactions in which there is greater potential for a conflict of interest to arise, including transactions with affiliates of Brookfield, because Brookfield will be able to exert substantial influence over us, there is a greater risk of transfer of the assets at non-arm’s length values to Brookfield and its affiliates. In addition, debt incurred at multiple levels Brookfield Business Corporation 45 within the chain of control could exacerbate the separation of economic interest from controlling interest at such levels, thereby creating an incentive to increase our leverage. Any such increase in debt would also make us more sensitive to declines in revenues, increases in expenses and interest rates and adverse market conditions. The servicing of any such debt would also reduce the amount of funds available to pay distributions to us and could reduce the total returns to our shareholders. Our company is not, and does not intend to become, regulated as an investment company under the Investment Company Act (and similar legislation in other jurisdictions), and, if our company were deemed an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to operate as contemplated. The Investment Company Act (and similar legislation in other jurisdictions) provides certain protections to investors and imposes certain restrictions on companies that are registered or required to be registered as investment companies. Among other things, such restrictions limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities and impose certain governance requirements. Our company has not been and does not intend to become registered as an investment company, and our company intends to conduct its activities so it will not be deemed to be an investment company under the Investment Company Act (and similar legislation in other jurisdictions). In order to ensure that we are not deemed to be an investment company, we may be required to materially restrict or limit the scope of our operations or plans. We will be limited in the types of acquisitions that we may make, and we may need to modify our organizational structure or dispose of assets which we would not otherwise dispose of. Moreover, if anything were to happen which would cause our company to be deemed an investment company under the Investment Company Act, it would be impractical for us to operate as contemplated. Agreements and arrangements between and among us, Brookfield, and other counterparties would be impaired, the type and number of acquisitions that we would be able to make as a principal would be limited and our business, financial condition and results of operations would be materially adversely affected. Accordingly, we would be required to take extraordinary steps to address the situation, such as the amendment or termination of our Master Services Agreement, the restructuring of our group and the Holding Entities or the dissolution of our company, any of which could materially adversely affect the value of our Class A Shares. Risks Relating to the Class A Shares We may issue additional shares, preferred shares and securities exchangeable into shares of our company in the future, including in lieu of incurring indebtedness, which may dilute existing shareholders. We may also issue securities that have rights and privileges that are more favorable than the rights and privileges accorded to the holders of Class A Shares. Subject to the terms of any of our securities then outstanding, our group may issue additional Class A Shares, Class B Shares, Special Shares, Corporation Class A Preferred Shares, securities exchangeable into shares of our company and options, rights, warrants and appreciation rights relating to shares of our company for any purpose and for such consideration and on such terms and conditions as our board may determine. Subject to the terms of any of our securities then outstanding, our board will be able to determine the designation, rights, privileges, restrictions and conditions to be attached to the Corporation Class A Preferred Shares, including any rights to share in our profits, losses and distributions, any rights to receive assets upon dissolution or liquidation and any redemption, conversion and exchange rights. Subject to the terms of any of our securities then outstanding, our board may use such authority to issue such additional securities. The sale or issuance of a substantial number of our Class A Shares or other equity related securities of our group in the public markets, or the perception that such sales or issuances could occur, could depress the market price of the Class A Shares and impair our ability to raise capital through the sale of additional securities. We cannot predict the effect that future sales or issuances of our Class A Shares or other equity related securities of our group would have on the market price of the Class A Shares. Subject to the terms of any of our securities then outstanding and applicable law, holders of Class A Shares will not have any pre-emptive right or any right to consent to or otherwise approve the issuance of any securities or the terms on which any such securities may be issued. Accordingly, any such additional securities may be dilutive to our shareholders and may have terms that are more favorable than those for our equity holders. Non-U.S. shareholders will be subject to foreign currency risk associated with our company’s dividends. A significant number of our shareholders will reside in countries where the U.S. dollar is not the functional currency. Our company’s dividends will be denominated in U.S. dollars but will generally be settled in the local currency of the shareholder receiving the dividend. The value received in the local currency from the dividend will be generally determined based on the exchange rate between the U.S. dollar and the applicable local currency at the time of payment. As such, if the U.S. dollar depreciates significantly against the local currency of the non-U.S. shareholder, the value received by such shareholder in its local currency will be adversely affected. Our articles provide that the federal district courts of the United States of America are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act. This choice of forum provision could limit the ability of our shareholders to obtain a favorable judicial forum for disputes with directors, officers or employees. 46 Brookfield Business Corporation Our articles provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act. In the absence of these provisions, under the U.S. Securities Act, U.S. federal and state courts have been found to have concurrent jurisdiction over suits brought to enforce duties or liabilities created by the U.S. Securities Act. This choice of forum provision does not apply to suits brought to enforce duties or liabilities created by the U.S. Exchange Act, which already provides that such federal district courts have exclusive jurisdictions over such suits. Additionally, investors cannot waive the company’s compliance with federal securities laws of the United States and the rules and regulations thereunder. The choice of forum provision contained in our articles may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company or its directors, officers or other employees, which may discourage such lawsuits against our company and its directors, officers and other employees. However, the enforceability of similar choice of forum provisions in other companies’ governing documents has been challenged in recent legal proceedings, and it is possible that a court in the relevant jurisdiction with respect to our company could find the choice of forum provision contained in our articles to be inapplicable or unenforceable. While the Delaware Supreme Court ruled in March 2020 that U.S. federal forum selection provisions purporting to require claims under the U.S. Securities Act be brought in a U.S. federal court are “facially valid” under Delaware law, there can be no assurance that the courts in Canada (including in the Province of British Columbia) and other courts within the United States, will reach a similar determination regarding the choice of forum provision contained in our articles. If the relevant court were to find the choice of forum provision contained in our articles to be inapplicable or unenforceable in an action, our company may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect its business, financial condition and operating results. U.S. investors may find it difficult or impossible to enforce service of process and enforcement of judgments against us, our board of directors and officers and the Service Providers We were established under the laws of the Province of British Columbia, and most of our subsidiaries are organized in jurisdictions outside of the United States. In addition, certain of our executive officers are located outside of the United States. Certain of the directors and officers of our company and of the Service Providers reside outside of the United States. A substantial portion of our assets are, and the assets of the directors and officers of our company and of the Service Providers may be located outside of the United States. It may not be possible for investors to effect service of process within the United States upon the directors and officers of our company and of the Service Providers. It may also not be possible to enforce against us or the directors and officers of our company or of the Service Providers, judgments obtained in U.S. courts predicated upon the civil liability provisions of applicable securities law in the United States. Risks Relating to Taxation If the Corporation is classified as a passive foreign investment company for U.S. federal income tax purposes, U.S. persons who own Class A Shares could be subject to adverse tax consequences. If the Corporation is classified as a PFIC for U.S. federal income tax purposes, a U.S. Holder that owns Class A Shares could be subject to adverse tax consequences, including a greater tax liability than might otherwise apply, an interest charge on certain taxes deemed deferred as a result of the Corporation’s non-U.S. status, and additional U.S. tax reporting obligations. In general, a non-U.S. corporation will be a PFIC during a taxable year if, taking into account the income and assets of certain of its affiliates, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of its assets during such year produce or are held for the production of passive income. Passive income generally includes interest, dividends, and other investment income. Based on its current and expected income, assets, and activities, the Corporation does not expect to be classified as a PFIC for the current taxable year. However, the determination of whether the Corporation is or will be a PFIC for any taxable year is based on the application of complex U.S. federal income tax rules that are subject to differing interpretations. Because the PFIC determination depends upon the composition of the Corporation’s income and assets and the nature of its activities from time to time and must be made annually as of the close of each taxable year, there can be no assurance that the Corporation will not be classified as a PFIC for any taxable year, or that the Internal Revenue Service (“IRS”) or a court will agree with the Corporation’s determination as to its PFIC status. U.S. Holders are urged to consult their tax advisers regarding the application of the PFIC rules, including the related reporting requirements and the advisability of making any available election under the PFIC rules, with respect to their ownership and disposition of Class A Shares. See “Certain Material United States Federal Income Tax Considerations—Tax Consequences of the Ownership and Disposition of Class A Shares—Passive Foreign Investment Company Considerations”. Tax laws and regulations may change in the jurisdictions in which we operate, which may affect the effective tax rate on all or a portion of our income. Brookfield Business Corporation 47 We operate in countries with differing tax laws and tax rates. Our tax reporting is consistent with the tax laws in the countries in which we operate and the application of tax treaties between the various countries in which we operate. Our income tax reporting is subject to audit by tax authorities in the countries in which we operate. Our effective tax rate may change from year to year, based on (i) changes in the mix of activities and income earned among the different jurisdictions in which we operate, (ii) changes in tax laws in these jurisdictions, (iii) changes in the tax treaties between the countries in which we operate, (iv) changes in our eligibility for benefits under those tax treaties, and (v) changes in the estimated values of deferred tax assets and liabilities. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Such changes could result in a substantial increase in the effective tax rate on all or a portion of our income. We may be exposed to transfer pricing risks. To the extent that we enter into transactions or arrangements with other Brookfield entities, the relevant tax authorities may seek to adjust the quantum or nature of the amounts included or deducted from our taxable income if they consider that the terms and conditions of such transactions or arrangements differ from those that would have been made between persons dealing at arm’s length. This could result in more tax (and penalties and interest) being paid by us, and therefore the return to holders of Class A Shares could be reduced. We believe that the base management fee and any other amount that is paid to the Service Providers will be commensurate with the value of the services being provided by the Service Providers and comparable to the fees or other amounts that would be agreed to in an arm’s-length arrangement. However, no assurance can be given in this regard. 48 Brookfield Business Corporation
4.A HISTORY AND DEVELOPMENT OF THE COMPANY The Corporation was incorporated under the Business Corporations Act (British Columbia) on October 10, 2025 under the name 1559985 B.C. Ltd. and changed its name to Brookfield Business Corporation on March 27, 2026. Our head office is l…
4.A HISTORY AND DEVELOPMENT OF THE COMPANY The Corporation was incorporated under the Business Corporations Act (British Columbia) on October 10, 2025 under the name 1559985 B.C. Ltd. and changed its name to Brookfield Business Corporation on March 27, 2026. Our head office is located at 225 Liberty Street, 8th Floor, New York, NY 10281-1048 and its registered office is located at 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia V6E 4N7. The Class A Shares are listed on the NYSE and the TSX under the symbol “BBUC”. On March 27, 2026, pursuant to the Arrangement (i) holders of BBU units and BBUC exchangeable shares received 1 Class A Share for each unit and BBUC exchangeable share held and (ii) the Redemption-Exchange Units and Special LP Units of Holding LP were exchanged, on a one-for-one basis, for Class A Shares and Special Shares, respectively. As of the date of this Form 20-F, Brookfield holds 100% of the Class B Shares and 100% of the Special Shares and Brookfield Holders hold approximately 69% of our Class A Shares. The Corporation carries on its business through BBU and Holding LP. There was no substantive change to the business of our group in connection with the Arrangement. Our group continues to serve as Brookfield’s primary public vehicle to own and operate business services and industrial operations on a global basis, with a focus on high-quality operations that benefit from a strong competitive position and provide essential products and services. The Corporation will seek to build value through enhancing the cash flows of our businesses, pursuing an operations-oriented acquisition strategy and opportunistically recycling capital generated from operations and dispositions into our existing operations and new acquisitions. Like BBU, the Corporation’s goal is to generate returns to security holders primarily through capital appreciation with a modest distribution yield. BBU was established by Brookfield Corporation as its primary vehicle to own and operate business services and industrial operations on a global basis. On June 20, 2016, Brookfield Corporation completed the spin-off of its business services and industrial operations to BBU, which was effected by way of a special dividend of BBU units to holders of Brookfield Corporation’s Class A and B limited voting shares. Each holder of the shares received one BBU unit for every 50 shares, representing approximately 45% of BBU units, with Brookfield retaining the remaining BBU units. Prior to the spin-off, Brookfield effected a reorganization so that our then-current operations were held by the Holding Entities, the common shares of which are wholly-owned by Holding LP. In consideration, Brookfield received a combination of BBU units, GP Units, Redemption-Exchange Units of the Holding LP and Special LP Units. The BBU General Partner is a wholly-owned subsidiary of the Corporation. On March 27, 2026, BBU completed the Arrangement. BBU is now a subsidiary of the Corporation, will be delisted and will cease to be a reporting issuer. Brookfield Business Holdings Corporation On March 15, 2022, BBU completed the special distribution of BBUC exchangeable shares of BBHC. Each of BBU’s unitholders of record on March 7, 2022 received one BBUC exchangeable share for every two LP units held. Pursuant to the Arrangement, BBHC is now a subsidiary of the Corporation, will be delisted and will cease to be a reporting issuer. Recent Business Developments The following table outlines significant transactions and events that transpired in our business since January 1, 2025: Date Segment Event January 2025 Industrials In January 2025, our advanced energy storage operation raised $5 billion of new first lien debt. $4.5 billion of the proceeds were used to fund a special distribution to owners, of which our share was approximately $1.2 billion. January 2025 Infrastructure services On January 16, 2025, our offshore oil services completed the sale of its shuttle tanker operation for consideration of $484 million, resulting in a net gain of $214 million. January 2025 Industrials On January 30, 2025, together with institutional partners, we completed the acquisition of Chemelex, a leading manufacturer of electric heat tracing systems, through a carve-out from a larger industrial corporation. Total consideration was $1.7 billion, funded with equity and subsidiary debt financing. Our economic ownership interest in the business is 26%, and our share of the equity investment was $212 million. May 2025 Business services On May 26, 2025, our healthcare services operation entered receivership due to an event of default under its credit agreement after unsuccessful efforts to negotiate with key stakeholders on a sustainable long-term solution for the business. Following the appointment of a receiver and transition of oversight of the operations, we ceased to have control of the business and deconsolidated the net liabilities of the business, and recorded a pre-tax net gain of $236 million in the consolidated statements of operating results, included in other income (expense), net. Brookfield Business Corporation 49 May 2025 Industrials On May 27, 2025, we completed the acquisition of Antylia Scientific, a leading manufacturer and distributor of critical consumables and testing equipment serving life sciences and environmental labs for total consideration of $1.3 billion, of which our share of equity was $168 million for a 26% economic interest. We have accounted for our interest in the business as an equity accounted investment. July 2025 Industrials On July 1, 2025, we completed the merger of our returnable plastic packaging operation with a North American packaging solutions provider. We deconsolidated the net assets of the returnable plastic packaging operation and recognized an equity accounted investment of $180 million representing a 45% interest in the merged business, of which our economic ownership interest is 10%. July 2025 Business services, Industrials, and Infrastructure services On July 4, 2025, we completed the sale of a partial interest in three businesses to a new evergreen private equity fund, managed by Brookfield Asset Management. The transferred interests included a 12% interest in our engineered components manufacturing operation, a 7% interest in our dealer software and technology services operation, and a 5% interest in our work access services operation. In exchange, we received units of the new evergreen private equity fund with an initial redemption value of $688 million, representing an 8.6% discount to the net asset value of the interests sold. We recorded a loss of $14 million relating to the partial sale of an interest in our equity-accounted work access services operation, which continues to be equity-accounted following the transaction. Furthermore, we recorded a gain of $280 million relating to our engineered components manufacturing operation and dealer software and technology services operation, which continue to be consolidated subsidiaries. During the year ended December 31, 2025, the new evergreen private equity fund partially redeemed $87 million of our units. The fair value of the units remaining as at December 31, 2025 was $584 million. July 2025 Business services On July 17, 2025, our Indian non-bank financial services operation completed the sale of its non-core home financing operation for consideration of $196 million, resulting in a net gain of $110 million. September 2025 Infrastructure services On September 1, 2025, our offshore oil services operation entered into an agreement to sell its FPSO operation. Expected proceeds from the sale, combined with proceeds from prior asset sales and distributions, are expected to provide us with a path to recover the majority of our invested capital in the business. The sale is expected to close in the first half of 2026. As at December 31, 2025, our offshore oil services’ FPSO operation did not meet the criteria to be presented as a disposal group held for sale due to substantive closing conditions which remain outstanding. October 2025 Business services On October 22, 2025, together with institutional partners, we completed the privatization of First National Financial Corporation, a leading publicly-listed Canadian residential and multi-family mortgage lender, for total consideration of $2.6 billion, of which our share of equity was $146 million for an 11% economic ownership interest. We have joint control over the business and account for our interest as an equity accounted investment. December 2025 Industrials On December 1, 2025, we reached an agreement to acquire Fosber, a leading global provider of advanced machinery, parts and services for the corrugated packaging industry. Total consideration is approximately $950 million, with approximately $480 million expected to be funded through equity, with our share being approximately $170 million representing a 35% economic ownership interest in the business. The transaction is subject to customary regulatory approvals and is expected to close in the first half of 2026. 50 Brookfield Business Corporation Consistent with our company’s strategy and in the normal course of business, we are engaged in discussions and have in place various binding and/or non-binding agreements, with respect to possible business acquisitions and dispositions. However, there can be no assurance that these discussions or agreements will result in a transaction or, if they do, what the final terms or timing of such transactions would be. Our company expects to continue current discussions and actively pursue these and other acquisition and disposition opportunities. We are subject to the informational requirements of the U.S. Exchange Act. In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information relating to our company. The site is located at http://www.sec.gov. Similar information can also be found on our website at https://bbuc.brookfield.com. Copies of documents that have been filed with the Canadian securities authorities can be obtained at www.sedarplus.ca. The information found on, or accessible through our website does not form part of this annual report on Form 20-F. See also Item 10.H “Documents on Display”. For a description of our principal capital expenditures in the last three fiscal years, see Item 5.A, “Operating Results”. 4.B BUSINESS OVERVIEW Overview We were established by Brookfield to be its flagship public company for its business services and industrials operations. Our operations are primarily located in the United States, Europe, Brazil, Australia and Canada. We are focused on owning and operating high-quality operations that benefit from a strong competitive position and provide essential products and services. We seek to build value through enhancing the cash flows of our businesses, pursuing an operations-oriented acquisition strategy and opportunistically recycling capital generated from operations and dispositions into our existing operations, new acquisitions and investments. The Corporation’s goal is to generate returns to shareholders primarily through capital appreciation with a modest distribution yield. Operating Segments We have four operating segments which are organized based on how management views business activities within particular sectors: business services, infrastructure services, industrials, and corporate. The tables below provide a breakdown of total assets of $75.8 billion as at December 31, 2025 and revenues of $27.5 billion for the year ended December 31, 2025 by operating segment and region. Assets Revenues As at For the year ended (US$ MILLIONS) December 31, 2025 December 31, 2025 Business services $ 28,578 $ 9,368 Infrastructure services 16,270 3,153 Industrials 29,914 14,936 Corporate 999 — Total $ 75,761 $ 27,457 Regions Assets Revenues As at For the year ended (US$ MILLIONS) December 31, 2025 December 31, 2025 United States of America $ 26,392 $ 8,797 Europe 12,282 4,846 Brazil 8,325 2,605 Australia 8,239 4,130 Canada 7,883 1,754 Mexico 3,164 1,278 United Kingdom 2,981 2,149 Other 6,495 1,898 Total $ 75,761 $ 27,457 Brookfield Business Corporation 51 We seek to build value by enhancing the cash flows of our operations, pursuing an operations-oriented acquisition strategy and opportunistically recycling capital generated from operations and monetizations into our existing businesses, new acquisitions and investments. We strive to ensure that each of our businesses has a clear, concise business strategy built on its competitive advantages, while focusing on profitability, sustainable operations, product margins and cash flows. We plan to grow primarily by acquiring positions of control or significant influence in businesses at attractive valuations and by enhancing the earnings of the businesses we operate. In addition to pursuing accretive acquisitions within our current operations, we will opportunistically pursue transactions wherein our expertise, or the broader Brookfield platform, provides insight into global trends to source acquisitions that are not available or obvious to competitors. We partner with others, primarily institutional capital, to execute acquisitions that we may not otherwise be able to do on our own. Accordingly, an integral part of our strategy is to participate with institutional partners in Brookfield-sponsored or co-sponsored consortiums for business acquisitions and as a partner in or alongside Brookfield-sponsored or co-sponsored partnerships that target acquisitions that suit our profile. Brookfield has a strong track record of leading such consortiums and partnerships and actively managing underlying assets to improve performance. Brookfield has agreed that it will not sponsor such arrangements that are suitable for us in the business services and industrial operations sectors unless we are given an opportunity to participate. See Item 7.B, “Related Party Transactions - Relationship Agreement”. Set forth below is a general description of our operating segments. For additional information regarding recent performance and outlook for these businesses, see Item 5.A, “Operating Results - Outlook”. Business services Our business services segment includes our (i) dealer software and technology services operation, (ii) non-bank financial services operations, (iii) residential mortgage insurer, (iv) fleet management and car rental services, (v) construction operation and (vi) other operations. Our focus is on building high-quality businesses benefiting from barriers to entry through scale and predictable, recurring cash flows and where quality of service and/or a global footprint are competitive differentiators. In keeping with our overall strategy, we seek to pursue accretive acquisitions to grow our existing operations and to opportunistically make investments where our operational footprint provides us with an advantage in doing so. Many of our customers are corporations. These customers are often large credit-worthy counterparties thereby reducing risks to cash flow streams. The goodwill that we have created with our customers gives us the ability to generate future business through the cross-selling of other services, particularly in connection with global clients, where consistency of performance on a global basis is important. Some of our business services activities are seasonal in nature and affected by the general level of economic activity and related volume of services purchased by our clients. The table below provides a breakdown of revenues for our business services segment by region: Year ended December 31, (US$ MILLIONS) 2025 2024 2023 Australia $ 3,707 $ 5,273 $ 4,496 United States of America 1,609 1,526 2,148 United Kingdom 1,321 10,757 18,392 Brazil 1,319 1,234 1,089 Canada 1,192 1,679 3,108 Europe — 1,112 2,073 Other 220 868 1,104 Total $ 9,368 $ 22,449 $ 32,410 Dealer software and technology services operation Our dealer software and technology services operation provides mission-critical enterprise resource planning (“ERP”) software to automotive dealerships and OEMs, delivering high value technology solutions to its customers. The company’s cloud-based software enables dealerships to manage their end-to-end business operations, including the acquisition, sale, financing, insuring, and repair and maintenance of vehicles. By automating and streamlining critical workflows, the integrated platform of solutions enables dealers to sell and service more vehicles by creating simple and convenient experiences for customers to help improve their financial and operational performance. 52 Brookfield Business Corporation The revenues at our dealer software and technology services operation are generated by providing a broad suite of subscription-based software and technology solutions for automotive retailers. Our flagship dealer management system (“DMS”) software solutions are hosted enterprise resource planning applications serving as the system of record and tailored to the unique requirements of the retail automotive industry. Our DMS products facilitate the sale of new and used vehicles, consumer financing, repair and maintenance services, and vehicle and parts inventory management. These solutions enable company-wide accounting, financial reporting, cash flow management, and payroll services. Our DMS software is typically integrated with OEM data processing systems that enable automotive retailers to order vehicles and parts, receive vehicle records, process warranties, and check recall campaigns and service bulletins while helping them to fulfill their franchisee responsibilities to their OEM franchisors. In July 2025, we completed the sale of a 7% interest in our dealer software and technology services operation to a new evergreen private equity fund, managed by Brookfield Asset Management, in exchange for units of the new evergreen fund. We continue to consolidate the business. Non-bank financial services Our Indian non-bank financial services operation is a financing company primarily focused on commercial vehicle lending and small business loans. We cater to over 147,000 customers and help them secure commercial vehicle financing. With a pan-India distribution network of more than 449 branches, the business is well established to cater to the growing credit demand in the country. The company is also expanding into secured micro-enterprise lending, targeting an adjacent customer segment of individual small-scale entrepreneurs. In July 2025, our Indian non-bank financial services operation completed the previously announced sale of its non-core home financing operation, for $196 million of proceeds, which was retained in the business to support accelerating the growth of the core commercial vehicle lending operations. The sale resulted in a net gain of $110 million recorded in the consolidated statements of operating results, included in gain (loss) on dispositions, net. Our Australian asset manager and lender provides credit and investment solutions to over 27,000 borrowers and over 120,000 investors. The business plays an important role in providing unique fixed-income investment solutions to Australians approaching retirement or in retirement, as well as providing secured credit to underserved customer segments that require specialized underwriting, such as small-to-medium sized business owners. On October 22, 2025, together with institutional partners, we completed the previously announced privatization of First National Financial Corporation, a leading publicly-listed Canadian residential and multi-family mortgage lender, for total consideration of $2.6 billion, of which our share of equity was $146 million for an 11% economic interest. The business plays a critical role in the origination, underwriting and servicing of single-family prime residential and multi-family mortgages, supported by a resilient financial profile driven by recurring and predictable revenues from a growing base of mortgages under administration. We have joint control over the business and have accounted for our interest as an equity accounted investment. Residential mortgage insurer Our residential mortgage insurer is the largest private sector residential mortgage insurer in Canada, providing mortgage default insurance to Canadian residential mortgage lenders. Regulations in Canada require lenders to purchase mortgage insurance in respect of a residential mortgage loan whenever the loan-to-value ratio exceeds 80%. Our residential mortgage insurer plays a significant role in increasing access to homeownership for Canadian residents, particularly for first-time homebuyers. Our residential mortgage insurer has built a broad underwriting and distribution platform across Canada that provides customer-focused products and support services to the vast majority of Canada’s residential mortgage lenders and originators. We underwrite mortgage insurance for residential properties in all provinces and territories of Canada. The revenues of our residential mortgage insurer consist primarily of: (i) insurance revenues earned on mortgage insurance contracts and (ii) net investment income and gains/losses on the investment portfolio within the business. Fleet management and car rental services Our fleet management and car rental services operation is one of the leading providers of heavy equipment and light vehicle leasing and car rental services in Brazil. Our fleet management services lease a variety of assets to corporate clients under medium-term contracts linked to inflation, including a fleet of trucks, trailers, tractors, harvesters and light vehicles, in addition to related services. We have been able to sustain high contract renewal rates with high-quality clients as well as diversify into new asset and industry classes. Our car rental services benefit from a nationwide presence with access to a wide network of accredited maintenance shops, longstanding relationships with OEMs and a reputation for value added services. Our combined fleet management and car rental services maintain a fleet of more than 115,000 vehicles. Brookfield Business Corporation 53 Construction operation Our construction operation is a global contractor with a focus on high-quality construction, primarily on large-scale and complex landmark buildings and social infrastructure. Construction projects are generally delivered through contracts for the design and construction, including procurement for a defined price and program. To mitigate risk, contracts are generally procured using a two-stage approach, which includes early engagement during the design phase prior to the execution of the main contract. The business also engages in construction management contracts on a reduced risk model. Most construction activity is typically subcontracted to reputable specialists whose obligations generally align with those contained within the main construction contract. Our construction operation primarily operates in Australia, the United Kingdom and Canada across a broad range of sectors, including office, residential, health, tourism and leisure, social infrastructure, education, data center, retail and mixed-use properties. We recognize revenues when it is highly probable that economic benefits will flow to the business, and when it can be reliably measured and collection is assured. Revenues are recognized over time as performance obligations are satisfied, by reference to the stage of completion of the contract activity at the reporting date, measured as the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs. A large portion of construction revenues and costs are earned and incurred in Australia and the United Kingdom and may be impacted by fluctuations in the Australian dollar and British pound. A significant portion of our revenues are generated from large projects, and the results from our construction operation can fluctuate quarterly and annually, depending on the level of work during a period. Our business is impacted by the general economic conditions and economic growth of the particular region in which we provide construction services. Other Our payment processing services operation is a leading provider of payment solutions in the Middle East and Africa. The business provides government, merchant and institutional clients with a payment platform for acquiring, issuing and processing customer transactions. We have accounted for our interest in the underlying business as an equity accounted investment. Our technology services operation provides customer management solutions which specialize in managing customer interactions for large global healthcare and technology clients primarily based in the United States. We have joint control over the business and have accounted for our investment as an equity accounted investment. We hold a convertible preferred security investment in Nielsen, a market leader in third-party audience measurement, data and analytics. The business is an essential service provider to the video and audio advertising industry, providing critical measurement data for advertising buyers and sellers. We have accounted for our investment as a financial asset. Our real estate services operation provides services to more than 20,500 residential real estate brokers through franchise arrangements under a number of brands in Canada, including a nationally recognized brand, Royal LePage. We also provide valuations and related analytic services to financial institutions in Canada through which we process in excess of 200,000 appraisals and valuations per year. We have accounted for our investment as an equity accounted investment. Our entertainment operation, in partnership with a leading Canadian gaming operator, consists of four entertainment facilities in the Greater Toronto Area. Through a long-term contract with the Ontario Lottery and Gaming Corporation, we have the exclusive right to operate these facilities. Through our partnership, we have undertaken a growth strategy whereby we have been enhancing the guest experience and transforming our facilities into attractive, premier entertainment destinations. This modernization and development is intended to include enhanced entertainment offerings and integrated property expansions that incorporates leading world-class amenities such as hotels, meeting and event facilities, performance venues, restaurants and retail shopping. We have joint control over the business and have accounted for our investment as an equity accounted investment. 54 Brookfield Business Corporation Infrastructure services Our infrastructure services segment includes our (i) modular building leasing services, (ii) lottery services operation, (iii) offshore oil services and (iv) work access services. The table below provides a breakdown of revenues for our infrastructure services by region: Year ended December 31, (US$ MILLIONS) 2025 2024 2023 (1) Europe $ 1,288 $ 1,666 $ 2,451 United States of America 762 802 3,190 United Kingdom 534 510 790 Australia 307 282 332 Other 262 479 694 Total $ 3,153 $ 3,739 $ 7,457 ____________________________________ (1)Includes revenues from our former investment in nuclear technology services operation which was disposed in November 2023. Modular building leasing services Our modular building leasing services provide modular workspaces in Europe and Asia-Pacific to a diversified customer base across the industrial, infrastructure and public sectors. With a global fleet of approximately 319,000 modular units across 23 countries, our operations service more than 53,000 customers through an established network of approximately 152 service centers. The modular units provide customers with a wide range of flexible, cost-effective and environmentally friendly solutions for temporary space requirements. The primary source of revenues is the leasing of modular units and ancillary value added products and services (furniture, fire extinguishers, air conditioners, wireless internet access points, steps, ramps and damage waivers). Lottery services operation Our lottery services operation is a leading provider of products, services and technology across the lottery ecosystem in over 50 countries. Our business is an essential service provider to government-sponsored lottery programs, a critical and growing source of funding, through capabilities in game design, production, distribution, systems and terminals, and turnkey technology solutions. The revenues of our lottery services operation consist primarily of (i) the sale of instant lottery products and services, (ii) sale and ongoing maintenance of hardware products and technology and (iii) a full-suite of digital capabilities to support the development and operation of government sponsored iLottery programs. Offshore oil services Our offshore oil services is a global provider of marine transportation, offshore oil production, facility storage, and offshore installation, maintenance and safety services to the offshore oil production industry. We operate floating production storage and offloading units (“FPSO”) and floating storage and offloading units (“FSO”), also with highly specialized capabilities including dynamic positioning. We operate in selected oil regions globally, including the North Sea (Norway and the United Kingdom) and Brazil. As a fee-based business focused on critical services, our offshore oil services has limited direct commodity exposure and a portfolio which primarily comprises medium-term, fixed-rate contracts with high-quality, primarily investment grade counterparties. A substantial part of our revenues are based on contracts with customers and is fee-based which is recognized on a straight-line basis over the term of the contracts. On January 16, 2025, our offshore oil services completed the sale of its shuttle tanker operation for consideration of $484 million, resulting in a net gain of $214 million. Brookfield Business Corporation 55 On September 1, 2025, our offshore oil services operation entered into an agreement to sell its FPSO operation. Expected proceeds from the sale, combined with proceeds from prior asset sales and distributions, should provide us with a path to recover the majority of our invested capital in the business. The sale is expected to close in the first half of 2026. As at December 31, 2025, our offshore oil services’ FPSO operation did not meet the criteria to be presented as a disposal group held for sale on the consolidated statement of financial position due to substantive closing conditions which remain outstanding. Work access services Our work access services is a leading global provider of scaffolding and related services to industrial and commercial markets, serving more than 27,000 customers across 29 countries. The platform’s scale, global footprint, and reputation for engineering innovation and productivity represent meaningful competitive advantages in a highly fragmented industry. Our solutions support a broad range of critical infrastructure ranging from refineries and petrochemical plants to commercial buildings, bridges, hydroelectric dams and other power facilities. A substantial portion of our services are recurring and based on the ongoing maintenance requirements of our customers’ mission-critical assets. Our work access services has pursued a disciplined growth strategy combining organic initiatives with targeted acquisitions. Under our ownership, we have completed ten acquisitions spanning multi-craft services, European and North American scaffolding providers, and complementary specialty services such as industrial coatings, cathodic protection, and insulation. Collectively, these initiatives have expanded the platform’s service capabilities, enhanced geographic reach, and strengthened its position as a scaled, diversified partner to global infrastructure customers. We have joint control over the business and have accounted for our investment as an equity accounted investment. In July 2025, we completed the sale of a 5% interest in our work access services to a new evergreen private equity fund, managed by Brookfield Asset Management, in exchange for units of the new evergreen fund. Industrials Our industrials segment includes our (i) advanced energy storage operation, (ii) engineered components manufacturing operation, (iii) water and wastewater operation, (iv) electric heat tracing systems manufacturer and (v) other industrials operations. The table below provides a breakdown of revenues for our industrials segment by region: Year ended December 31, (US$ MILLIONS) 2025 2024 2023 United States of America $ 6,426 $ 5,874 $ 6,338 Europe 3,558 3,583 3,493 Mexico 1,278 1,305 1,202 Brazil 1,262 1,281 1,561 Canada 515 457 607 United Kingdom 294 316 342 Australia 116 128 134 Other 1,487 1,488 1,524 Total $ 14,936 $ 14,432 $ 15,201 Advanced energy storage operation Our advanced energy storage operation is a global market leader in manufacturing automotive batteries that has over 18,000 employees around the world with a footprint that consists of over 50 manufacturing, recycling and distribution centers servicing a global customer base in over 100 countries. We manufacture and distribute over 150 million batteries per year, which power one in three cars in the world. The batteries manufactured by our advanced energy storage operation power both internal combustion engines and electric vehicles. We sell starting, lighting and ignition batteries which are used primarily for initial engine ignition of traditional vehicles. The business has made significant investments to develop higher margin advanced battery technologies, including enhanced flooded batteries and absorbent glass mat batteries, which provide the energy density necessary for next-generation vehicles, including electric vehicles, to comply with increased regulatory requirements and support increased electrical loads such as start-stop functionality and autonomous features. 56 Brookfield Business Corporation Our advanced energy storage operation distributes products primarily to aftermarket retailers and OEMs. Approximately 80% of the sales volume is generated through the aftermarket channel, which services the existing car parc and represents a stable and recurring revenue base as end users replace car batteries on average two to four times over the life of each vehicle. The remaining 20% of our sales volume is generated through the OEM channel, which comprises sales to major car manufacturers globally and is driven by global demand for new vehicles. We have also developed longstanding relationships with large aftermarket customers. On August 16, 2022, the United States enacted laws providing incentives for domestic energy production and manufacturing. In December 2023, the United States Department of the Treasury issued proposed regulations, which were subsequently finalized in October 2024, that provided guidance in determining eligibility to claim tax benefits. The tax benefits are available for qualifying activities from 2023 to 2032, subject to phase out beginning in 2030. For qualified business activities in the partnership’s advanced energy storage operation beginning in its fiscal year 2024, these tax benefits are eligible to be refundable or transferable, and therefore the benefits are accounted for in accordance with IAS 20. IAS 20 permits a policy choice to present benefits of a similar nature as income or an offset to a related expense. The partnership has elected to present these benefits as a reduction to direct operating costs. During the year ended December 31, 2025, the partnership recorded a cumulative benefit of $1,071 million (December 31, 2024: $1,341 million and December 31, 2023: $nil). In January 2025, our advanced energy storage operation raised $5 billion of new first lien debt. $4.5 billion of the proceeds were used to fund a special distribution to owners, of which our share was approximately $1.2 billion. Engineered components manufacturing operation Our engineered components manufacturing operation is a leading global manufacturer of highly engineered components primarily for industrial trailers and other towable-equipment providers. We have a leading presence in our core products across North America, Europe and Australia with vertically integrated production and distribution capabilities and a commitment to sustainability. We manufacture and distribute over 95,000 products including highly engineered, customized solutions for a diverse range of customers across our global footprint. In July 2025, we completed the sale of a 12% interest in our engineered components manufacturing operation to a new evergreen private equity fund, managed by Brookfield Asset Management, in exchange for units of the new evergreen fund. We continue to consolidate the business. Water and wastewater operation Our water and wastewater operation in Brazil is a leading private sanitation provider, including collection, treatment and distribution of water and wastewater services to a broad range of residential and governmental customers through long-term, inflation-adjusted concessions, public-private partnerships and take-or-pay contracts. We provide services that benefit more than 16 million people in over 100 municipalities in Brazil. Electric heat tracing systems manufacturer In January 2025, we acquired our electric heat tracing systems manufacturer, a leading provider of electric heat management solutions primarily for the industrial, commercial and residential end markets. Our core products include electric heat tracing systems, electric floor heating, fire-rated wiring and leak detection solutions, supported by engineering and maintenance services. We operate 18 facilities across 12 countries, selling our products to over 3,000 customers globally. The business has a strong market position and generates a majority of its revenues from durable aftermarket replacement demand across a large customer installed base. Brookfield Business Corporation 57 Other Our solar power solutions provider is a distributor of solar power solutions for the distributed generation market in Brazil. Our Canadian natural gas production operation produces approximately 35,000 barrels of oil equivalent per day, or BOE/d. Our properties are characterized by long-life, low-decline reserves located at shallow depths and are low-risk with low-cost capital projects. Operational results and financial condition are dependent principally upon the prices received for gas production which have fluctuated widely in recent years. Any upward or downward movement in natural gas prices could have an impact on the natural gas operations’ financial condition. Our specialty consumables and equipment manufacturing operation is a leading manufacturer and distributor of specialty consumables products serving diagnostics, environmental and life sciences labs, as well as research markets. The business manufactures and sells essential products that support the accuracy and repeatability of workflows in research and labs and benefits from a diverse and long-term customer base of over 50,000 customers, which supports its strong cash flow generation. We have joint control over the business and have accounted for our investment as an equity accounted investment. Our returnable plastic packaging operation is a leading North American and European provider of returnable plastic packaging that has a strong competitive position given its extensive scale, diversified base of long-term customers serving multiple industries and its solid reputation for product innovation. We operate in an attractive segment of the packaging space that has favorable long-term trends driven by an increased focus on sustainability and logistics. On July 1, 2025, we merged our returnable plastic packaging operation with a North American packaging solutions provider. As a result, we deconsolidated the net assets of our returnable plastic packaging operation and recognized an equity accounted investment of $180 million representing a 45% interest in the merged business, of which we have a 10% economic interest. Our roofing products manufacturer is the world’s largest provider of slate roofing tiles. With its 29 quarries, the company produces and supplies premium slate roofing tiles globally to support the non-discretionary renovation of residential and heritage buildings in markets with strict local regulations that mandate the use of slate for roofing. We have joint control over the business and have accounted for our investment as an equity accounted investment. Corporate Corporate includes corporate cash and liquidity management, as well as activities related to the management of the partnership’s relationship with Brookfield. Our Growth Strategy We seek to build value by enhancing the cash flows of our businesses, pursuing an operations-oriented acquisition strategy and opportunistically recycling capital generated from operations and dispositions into our existing businesses, new acquisitions and investments. We look to ensure that each of our businesses has a clear, concise business strategy built on its competitive advantages, while focusing on profitability, sustainable operating margins and cash flows. We emphasize downside protection by utilizing business plans that do not rely exclusively on top-line growth or excessive leverage. We plan to grow by primarily acquiring positions of control or significant influence in businesses at attractive valuations and by enhancing earnings of the businesses we operate. In addition to pursuing accretive acquisitions within our current operations, we will opportunistically pursue transactions wherein our expertise, or the broader Brookfield platform, provide insight into global trends to source acquisitions that are not available or obvious to competitors. We offer a long-term ownership structure to companies whose management teams are seeking additional sources of capital but prefer not to be public as a standalone business. We recycle capital opportunistically, but have the ability to own and operate businesses for the long term. Intellectual Property Our company has a Licensing Agreement. Other than the limited license, under the Licensing Agreement, we do not have a legal right to the “Brookfield” name and the Brookfield logo. 58 Brookfield Business Corporation Brookfield may terminate the Licensing Agreement effective immediately upon termination of our Master Services Agreement or with respect to any licensee upon 30 days’ prior written notice of termination if any of the following occurs: •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 •the licensee ceases to be an affiliate of Brookfield. A termination of the Licensing Agreement with respect to one or more licensees will not affect the validity or enforceability of the agreement with respect to any other licensees. Governmental, Legal and Arbitration Proceedings We are not currently subject to any material governmental, legal or arbitration proceedings which may have or have had a significant impact on our company’s financial position or profitability, nor are we aware of any such proceedings that are pending or threatened. We are named as a party in various claims and legal proceedings which arise during the normal course of our business. We review each of these claims, including the nature of the claim, the amount in dispute or claimed and the availability of insurance coverage. Although there can be no assurance as to the resolution of any particular claim, we do not believe that the outcome of any claims or potential claims of which we are currently aware will have a material adverse effect on us. Sustainability Management The Corporation believes that maintaining a strong commitment to integrating sustainability values into business practices alongside the ongoing management of its operations plays an essential role in enhancing business performance. The Corporation’s ability to build long-term value is tied to continued progress toward a sustainable future. This is consistent with our philosophy of conducting business with a long-term perspective and in an ethical manner. Accordingly, we have a long history of incorporating sustainability principles and practices into both our investment decisions and underlying business operations. As described under Item 4.A, “History and Development of the Company” and Item 4.C, “Organizational Structure”, as of the date of this Form 20-F, Brookfield holds 100% of the Class B Shares and 100% of the Special Shares and Brookfield Holders hold approximately 69% of our Class A Shares. Affiliates of Brookfield Corporation provide services to us under the Master Services Agreement. Brookfield employs a framework of having a common set of sustainability principles across its business platforms, while at the same time recognizing that the geographic and sector diversity of our portfolio requires a tailored approach. The following are Brookfield’s and the Corporation’s sustainability principles: mitigating the impact of our operations on the environment; striving to promote the well-being and safety of our workforce; upholding strong governance practices and acting as good corporate citizens. Integrating sustainability into the investment process The Corporation integrates sustainability into all aspects of the investment process and ongoing management of operations. During our initial evaluation and due diligence of an acquisition, we utilize internal and external operating expertise as required to identify sustainability risks and opportunities. We formally incorporate guidance from the Sustainability Accounting Standards Board, a globally recognized standard-setting organization for sustainability information, into our Investment Sustainability Due Diligence Protocol. Other key factors typically considered during a review of a potential acquisition include, but are not limited to, corporate policies, health and safety risks, ethical considerations, environmental matters and emerging risks. Our comprehensive due diligence process also incorporates climate change risks, such as the physical risks from changes to the frequency and severity of climate-related events and the risks and opportunities from transitioning to a low-carbon economy. To ensure sustainability considerations are integrated in the due diligence phase, our investment team provides a detailed memorandum outlining the material risks, mitigants and significant opportunities for improvement including those related to sustainability to the Investment Committee at the time of approval. Brookfield Business Corporation 59 Upon acquisition, we create a tailored integration plan that, among other things, ensures any material sustainability-related matters identified in the due diligence process as requiring action and monitoring throughout our ownership. We hold onboarding sessions with the management teams of newly acquired operations to support them in developing and operationalizing a sustainability strategy tailored to their business by leveraging our sustainability program implementation framework. It is the responsibility of the management teams of our operations to manage sustainability risks and opportunities and to report on sustainability strategy, program implementation and key performance metrics on a regular basis. Our business operations team provides support to the management teams of our operations as needed, including providing additional sustainability resources to stand-up and enhance programs at the operating company level. The combination of having local accountability and expertise in tandem with investment and operating capabilities is important when managing diverse operations across jurisdictions. To formally demonstrate our ongoing commitment to responsible investment and sustainability best practices, Brookfield became a signatory to the United Nations-supported PRI in 2020. Brookfield completed its 2025 PRI Assessment, and our submission and results were published by the PRI in November 2025. Brookfield scored well, achieving a minimum of four out of five stars in each of the eight scored modules. Environmental initiatives The Corporation recognizes that climate change poses a serious threat and addressing the climate crisis is integral to long-term sustainable success. Through our relationship with Brookfield, we support their net zero ambition. Many of the Corporation’s operations are well positioned to have a positive environmental impact and benefit from a focus on operational efficiency, including energy efficiency. The Corporation’s advanced energy storage operation is efficiently managing its resources, while reducing energy consumption and emissions, by embedding circularity into its operations. In 2023, the business achieved a significant milestone by winning the “Circular Economy Award” at the World Sustainability Awards which recognizes the business’ commitment to integrate sustainable and circular practices in its operations and value chain. The business’ supply chain operates on a closed-loop system that reduces emissions from transportation and recycling, allowing the materials and resources to retain value, with minimal residual waste. Through its closed-loop process where up to 99% of materials from its batteries can be recovered and turned into new batteries, the business collects and recycles over 8,000 used batteries every hour within its network to supply its operations. By embedding circularity into its operations, the business uses 90% less energy and generates 90% fewer GHG emissions than batteries made with virgin materials. Another area of focus for the Corporation is measuring, collecting and reporting GHG emissions in order to better understand the global footprint of our operations. Our modular building leasing services operation is committed to integrating circularity and sustainability to significantly decrease GHG emissions and achieve its net-zero carbon target by 2050 or sooner. The business takes a holistic approach to GHG reduction by not only assessing its production and distribution emissions, but also focusing on the lifecycle and reusability of its products and the carbon impact of logistics. The business has established several commitments by 2030 including reducing Scope 1 and 2 emissions by 55.5% below a 2020 base year and reducing Scope 3 emissions by 25% below a 2022 base year. Social initiatives Employee health, safety and security are integral to our success. This is why we strive for zero serious safety incidents in the workplace and continuous improvement in safety culture. As part of the Corporation’s onboarding process, we conduct comprehensive health and safety assessments that include a review of safety systems and safety culture. Serious safety incidents within the Corporation’s operations are reported to our senior management and Board in real time. basis and the remediation of any identified gaps between our framework and our operating companies is monitored on an ongoing basis to ensure health and safety programs align with the applicable standards our expectations. Our employees are critical to our long-term success and we strive to create a positive, supportive and inclusive work environment that engages employees and empowers talent to develop. We recognize that a workforce encompassing a variety of backgrounds is critical to the Corporation’s success and vital to its culture. A diverse workforce not only reinforces Brookfield’s core principles, which include a long-term focus and collaboration, but also provides for a more dynamic and interesting work environment and supports efforts to provide equal employment opportunities, continuing to attract and retain top talent. We encourage contributions from all employees and aim to provide equal development and career advancement opportunities. Our focus on diversity, equity and inclusion reinforces our culture of collaboration and strengthens employee engagement and career development, creating value for our investors. Our focus begins at recruitment, where we proactively recruit people who align with the attributes of a Brookfield leader and have the potential to develop within the business. As our business evolves, we continuously evaluate our recruitment initiatives to ensure the hiring process is both fair and inclusive by ensuring there is a diverse slate of candidates. With our focus on diversity, we have developed objective criteria for each role by which to evaluate all candidates and ensure that there is diversity among the interviewers who ultimately make hiring decisions. 60 Brookfield Business Corporation Governance initiatives Our governance framework for portfolio companies in which we have a controlling interest consists of five main pillars: (i)Board of Directors and Committees (ii)Reporting Hotline (iii)Cybersecurity Program (iv)Anti-Bribery and Corruption Policy (v)Code of Business Conduct and Ethics In addition to the above, we also adhere to a rigorous conflict of interest policy where potential investments are screened for possible conflicts and elevated for review to a Conflicts Committee, consisting of senior Brookfield executives, if necessary. We have also adopted Brookfield’s personal trading policy that we believe exceeds standard legal requirements to ensure the restriction of trading by employees involved in the investment decision-making process. In recent years, data privacy and cybersecurity have become key governance priorities for global companies. The Corporation’s operations are providers of essential products and services to global economies and as such, cybersecurity and data privacy are critical to their uninterrupted operations. The Corporation continues to focus on strengthening our risk mitigation in these areas through several measures. For example, our cybersecurity programs are aligned with industry best practices. As part of this ongoing commitment, we are focused on continuously enhancing our programs to align and in some cases, exceed controls of the National Institute of Standards and Technology 2.0 Cybersecurity Framework. We regularly engage leading third-party industry experts to assess the effectiveness of foundational cybersecurity controls across operations. We also involve third-party technical specialists to complete technical audits across all of our operations. This includes leveraging best-in-class software to scan for potential vulnerabilities, support ongoing network monitoring, and enhance overall threat detection capabilities. If applicable, we provide our operations with technical support and resources to expedite remediation activities and address potential vulnerabilities. Disaster recovery and business continuity are also crucial elements of our comprehensive cybersecurity strategy. Our priority is to ensure that our portfolio companies are well prepared to maintain business continuity in the unlikely event of a disaster scenario. Understanding critical systems and collaborating with our companies to implement effective plans and processes forms the backbone of our disaster recovery efforts. This includes providing business continuity support through our partnership programs, assisting with the necessary technologies to put these plans into action, and conducting ongoing training on, and regular validation of, disaster recovery plans and systems. These measures ensure that our companies are equipped to quickly respond to risks and threats, allowing them to recover critical systems and operations in a timely manner and minimize the impact to their operations. By integrating disaster recovery into our cybersecurity program, we demonstrate our commitment to safeguarding our assets and operations and maintaining resilience against potential threats. See Item 16K., “Cybersecurity” for further details. Facilities Our principal registered office is located in British Columbia, with our operations primarily located in the United States, Europe, Australia, Brazil, United Kingdom, and Canada. Globally, we lease and own approximately 55.7 million square feet and 32.5 million square feet of space, respectively, across all our operations, which includes office, warehouse and manufacturing space. Our primary facilities are: •Approximately 48.4 million square feet of office, assembly and warehouse facilities in Europe, Australia and China related to our modular building leasing services; •Approximately 27.9 million square feet of office, manufacturing and distribution facilities in the United States, China, Europe, and Mexico related to our advanced energy storage operation; and •Approximately 7.5 million square feet of manufacturing and warehouse facilities in the United States and Europe related to our engineered components manufacturing operation Our leases expire at various times during the coming years. We believe that our current facilities are suitable and adequate to meet our current needs and that suitable additional or substitute space will be available as needed to accommodate continued expansion of our operations. Brookfield Business Corporation 61 4.C ORGANIZATIONAL STRUCTURE Organizational Chart The chart below represents a simplified summary of our organizational structure as of the date of this Form 20-F. All ownership interests below are 100% unless otherwise indicated. “GP Interest” denotes a general partnership interest. This chart should be read in conjunction with the explanation of our ownership and organizational structure below. 62 Brookfield Business Corporation ____________________________________ (1)The Corporation is a party to the Master Services Agreement. See Item 7.B, “Related Party Transactions - Master Services Agreement”. (2)The Special Shares entitle the holder to receive incentive dividends. See Item 10.B, “Memorandum and Articles of Association – Description of Special Shares”. (3)As of the date of this Form 20-F, public holders of Class A Shares owned approximately 31% of our Class A Shares and Brookfield Holders owned approximately 69% of our Class A Shares. (4)The Corporation’s sole material assets are its direct and indirect interests in BBU and Holding LP, through which it holds its investments in the Holding Entities and operating businesses. (5)BBU has a commitment agreement with Brookfield, whereby Brookfield has agreed to subscribe for up to $1.5 billion of preferred equity securities of subsidiaries of BBU. As of December 31, 2025, $725 million of perpetual preferred equity securities with an annual dividend of 7% are outstanding and the remaining capacity available under the commitment agreement with Brookfield is $25 million. (6)Holding LP currently owns, directly or indirectly, all of the common shares or equity interests, as applicable, of the Holding Entities. BPEG US Inc., a subsidiary of Brookfield Asset Management, holds $5 million of preferred shares of each of CanHoldco and two of our other subsidiaries, which preferred shares are entitled to vote with the common shares of the applicable entity. As a result, Brookfield Asset Management indirectly holds an aggregate 1% of the votes of each of the three entities. (7)BBHC indirectly holds (i) a 26% economic interest in BRK Ambiental Participações S.A., and a subsidiary of BBHC is party to voting agreements with affiliates of Brookfield that provide BBHC with 70% voting control; (ii) a 100% economic interest and voting interest in Multiplex Global Limited; and (iii) a 19% economic interest in CDK Global II LLC, and a subsidiary of BBHC is party to voting agreements with affiliates of Brookfield that provide BBHC with 100% voting control. (8)The BBUC exchangeable shares acquired by the Corporation pursuant to the Arrangement are expected to be transferred to CanHoldco. The following table provides the percentage of voting securities owned, controlled, or directed, directly or indirectly, by us, and our economic interest in our significant subsidiaries as at December 31, 2025. Significant subsidiaries Jurisdiction of organization Voting interest (%) Economic interest (%) Business services Unidas Locadora S.A. Brazil 100% 35% Sagen MI Canada Inc. Canada 100% 41% IndoStar Capital Finance Limited India 56% 20% La Trobe Financial Services Pty Limited Australia 100% 35% CDK Global II LLC United States 100% 19% Multiplex Global Limited United Kingdom 100% 100% Infrastructure services Altera Infrastructure L.P. United States 89% 53% Modulaire Investments 2 S.à r.l. Luxembourg 100% 28% Scientific Games Holdings LP United States 100% 33% Industrials BCP VI Summit Holdings LP United States 100% 26% BRK Ambiental Participações S.A. Brazil 70% 26% Ember Resources Inc. Canada 100% 46% Clarios Global LP United States 100% 28% Descarbonize Soluções S.A. Brazil 100% 35% DexKo Global Inc. United States 100% 21% Our Company Our company was established on October 10, 2025, under the laws of British Columbia. Our head office is located at 225 Liberty Street, 8th Floor, New York, NY 10281-1048 and its registered office is located at 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia V6E 4N7. As of the date of this Form 20-F, our company’s sole material assets are its direct and indirect interests in BBU and Holding LP, through which it holds its investments in the Holding Entities and operating businesses. Our company anticipates that the only distributions that we will receive in respect of our company’s interests in BBU and Holding LP will consist of amounts that are intended to assist our company to pay expenses as they become due and to make distributions to our shareholders in accordance with our company’s articles and its dividend policy. The declaration and payment of cash dividends by our company Brookfield Business Corporation 63 is at the discretion of our board. Our company is not required to pay such dividends, and we cannot assure you that our company will make such distributions as intended. Our Service Providers and Brookfield Corporation The Service Providers, which are controlled subsidiaries of Brookfield, provide management services to us pursuant to our Master Services Agreement. The senior management team that is principally responsible for providing us with management services include many of the same executives that have successfully overseen and grown Brookfield’s business services and industrial operations. In connection with the Arrangement, the Master Services Agreement was amended to add the Corporation as a Service Recipient thereunder. Brookfield Corporation is focused on deploying its capital on a value basis and compounding it over the long term. This capital is allocated across its three core pillars of asset management, wealth solutions and its operating businesses. Employing a disciplined investment approach, Brookfield Corporation leverages its deep expertise as an owner and operator of real assets, as well as the scale and flexibility of its capital, to create value and deliver strong risk-adjusted returns across market cycles. Brookfield Asset Management is a leading global alternative asset manager with over $1 trillion of assets under management across infrastructure, renewable power and transition, private equity, real estate, and credit. Brookfield Asset Management invests client capital for the long term with a focus on real assets and essential service businesses that form the backbone of the global economy. It offers a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. It draws on Brookfield’s heritage as an owner and operator to invest for value and seeks to generate strong returns for its clients, across economic cycles. Holding LP As of the date of this Form 20-F, BBU’s sole material asset is its approximate 62.8% managing partner interest in the Holding LP. The Corporation owns 100% of the Redemption-Exchange Units of the Holding LP that represented an approximate 37.2% interest in the Holding LP. The Corporation also owns a special limited partnership interest in the Holding LP that entitles it to receive incentive distributions from the Holding LP. See Item 10.B, “Memorandum and Articles of Association - Description of the Holding LP Limited Partnership Agreement - Distributions” and Item 7.B,“Related Party Transactions - Incentive Dividends”. Holding Entities Our company indirectly holds its interests in our operating businesses through the Holding Entities. The Holding LP owns, directly or indirectly, all of the common shares or equity interests, as applicable, of the Holding Entities. BBU has an agreement with Brookfield to subscribe for up to $1.5 billion of perpetual preferred equity securities of subsidiaries of BBU. The preferred securities are redeemable at the option of Brookfield to the extent BBU completes asset sales, financings or equity issuances. As at December 31, 2025, the amount subscribed from subsidiaries of the partnership was $725 million (2024: $725 million) with an annual dividend of 7%. The remaining capacity on the commitment agreement with Brookfield is $25 million, expiring on December 31, 2026. In addition, Brookfield Asset Management holds $5 million of preferred shares of each of CanHoldco and two of our other subsidiaries. See Item 7.B, “Related Party Transactions - Preferred Shares of Certain Holding Entities” for further detail. 4.D PROPERTY, PLANTS AND EQUIPMENT The Corporation’s head office is located at 225 Liberty Street, 8th Floor, New York, NY 10281-1048 and its registered office is located at 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia V6E 4N7. The Corporation does not directly own any real property and its sole material assets are its direct and indirect interests in BBU and Holding LP, through which it holds its investments in the Holding Entities and operating businesses. See also the information contained in this Form 20-F under Item 3.D, “Risk Factors – Risks Relating to Our Operations” and Item 5, “Operating and Financial Review and Prospects”.
5.A OPERATING RESULTS Introduction This MD&A included in Item 5.A of this Form 20-F covers the financial position of the partnership as at December 31, 2025 and December 31, 2024, and the partnership’s results of operations for the years ended December 31, 2025, 2024 and 2023. T…
5.A OPERATING RESULTS Introduction This MD&A included in Item 5.A of this Form 20-F covers the financial position of the partnership as at December 31, 2025 and December 31, 2024, and the partnership’s results of operations for the years ended December 31, 2025, 2024 and 2023. The information in this MD&A should be read in conjunction with the audited consolidated financial statements as at December 31, 2025 and December 31, 2024, and for the years ended December 31, 2025, 2024 and 2023 included elsewhere in this Form 20-F, which are prepared in accordance with IFRS Accounting Standards as issued by the IASB. Holders of the Redemption-Exchange Units, Special LP Units, LP units, GP Units and BBUC exchangeable shares will be collectively referred to throughout Item 5 as “Unitholders”, “Units”, or as “per Unit”, unless the context indicates or requires otherwise. In addition to historical information, this MD&A contains forward-looking statements. Readers are cautioned that these forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. See “Special Note Regarding Forward-Looking Statements” in the forepart of this Form 20-F. Basis of Presentation The audited annual consolidated financial statements of the partnership have been prepared in accordance with IFRS Accounting Standards as issued by the IASB. The audited annual consolidated financial statements are prepared on a going concern basis and have been presented in U.S. dollars rounded to the nearest million, unless otherwise indicated. The audited annual consolidated financial statements include the accounts of the partnership and its consolidated subsidiaries, which are the entities over which the partnership has control. Certain comparative figures have been reclassified to conform to the current year’s presentation. We also discuss the results of operations on a segment basis, consistent with how the CODM manages and views our business. Our operating segments are: (i) business services, (ii) infrastructure services, (iii) industrials and (iv) corporate. Non-IFRS measures used in this MD&A are reconciled to the most directly comparable IFRS measure. All dollar references, unless otherwise stated, are in millions of U.S. dollars. Australian dollars are identified as “A$” or “AUD”, Brazilian reais are identified as “R$” or “BRL”, British pounds are identified as “£” or “GBP”, euros are identified as “€” or “EUR”, Canadian dollars are identified as “C$” or “CAD” and Indian rupees are identified as “INR”. Overview of our Business The partnership is a Bermuda exempted limited partnership registered under the Bermuda Limited Partnership Act 1883, as amended, and the Bermuda Exempted Partnerships Act 1992, as amended. On March 27, 2026, the Arrangement was completed, following which the partnership became a subsidiary of the Corporation. The partnership was established by Brookfield to be its flagship public partnership for its business services and industrial operations. Our operations are primarily located in the United States, Europe, Australia, Brazil, and Canada. We are focused on owning and operating high-quality operations that benefit from a strong competitive position and provide essential products and services. We seek to build value through enhancing the cash flows of our businesses, pursuing an operations oriented acquisition strategy and opportunistically recycling capital generated from operations and dispositions into our existing operations, new acquisitions and investments. Prior to completion of the Arrangement, the partnership’s goal was to generate Unitholder returns primarily through capital appreciation with a modest distribution yield. Operating Segments We have four operating segments which are organized based on how the CODM manages and views the business: (i) business services, (ii) infrastructure services, (iii) industrials and (iv) corporate. Our business services segment includes our (i) dealer software and technology services operation, (ii) non-bank financial services operations, (iii) residential mortgage insurer, (iv) fleet management and car rental services, (v) construction operation, (vi) payment processing services operation and (vii) other operations. Our infrastructure services segment includes our (i) modular building leasing services, (ii) lottery services operation, (iii) offshore oil services and (iv) work access services. Brookfield Business Corporation 65 Our industrials segment includes our (i) advanced energy storage operation, (ii) engineered components manufacturing operation, (iii) water and wastewater operation, (iv) electric heat tracing systems manufacturer and (v) other industrials operations. Our corporate segment includes corporate cash and liquidity management, as well as activities related to the management of the partnership’s relationship with Brookfield. Refer to Item 4.B, ‘Business Overview’ for additional information about our businesses included in each operating segment. The table below provides a breakdown by operating segment of total assets of $75.8 billion as at December 31, 2025 and of total revenues of $27.5 billion for the year ended December 31, 2025. Assets Revenues As at For the year ended (US$ MILLIONS) December 31, 2025 December 31, 2025 Business services $ 28,578 $ 9,368 Infrastructure services 16,270 3,153 Industrials 29,914 14,936 Corporate 999 — Total $ 75,761 $ 27,457 Outlook We target long-term capital appreciation driven by our ability to acquire for value and execute on our operational value creation plans to improve performance and enhance cash flows. We believe our global scale and leading operations allow us to efficiently allocate capital around the world toward those sectors and geographies where we see the greatest opportunities to realize our targeted returns. We also actively seek to monetize business interests as they mature and reinvest the proceeds into higher yielding investment strategies, further enhancing returns. Most of our global operations are market leaders, largely providing goods and services where they are sourced, and as a result, are not overly reliant on cross-border trade. As global trade policies continue to evolve, we do not expect the impact of tariffs to have a material effect on the cash flows of our operations. Where there are effects, we anticipate we will be able to implement operational and commercial plans to mitigate the impacts. An overall higher inflationary environment could delay long-term investment decisions, impact growth and result in a more pronounced pullback in global demand. While we have seen the resiliency of our operations demonstrated through past cycles, we are working with all our management teams to ensure our businesses are well positioned in any economic environment. Business services Our residential mortgage insurer continues to perform well. New insurance premiums written increased compared to the prior year, supported by the introduction of new mortgage insurance products and improved homebuyer affordability. Recent vintages of the insurance book continue to trend in line with expectations, with loss ratios normalizing toward long-term average levels which the business is well positioned to manage. At our dealer software and technology services operation, we are progressing planned modernization and technology upgrades to enhance the user experience and overall customer service levels. We recently signed a multi-year extension with a large publicly traded auto dealership as renewal activity is helping offset the impact of churn. Costs associated with these modernization initiatives will continue to impact near-term financial performance but will position the business for improved long-term profitability. Infrastructure services Improved margins, favorable mix and the ongoing ramp-up of recent commercial wins contributed to performance at our lottery services operation. The business continues to execute on a strong pipeline of new commercial opportunities including the full roll-out of its U.K. digital service offering early this year. Lower activity levels and fleet utilization at our modular building leasing services operation impacted results during the year, partially offset by continued growth of value-added products and services. We are supporting the business to accelerate growth and operational initiatives and to support profitability in the current environment. 66 Brookfield Business Corporation Industrials Performance at our advanced energy storage operation continues to benefit from favorable mix due to the growing demand for higher margin advanced batteries and strong execution of commercial and operational initiatives. Earlier this year, the business announced a multi-billion-dollar capital reinvestment program focused on expanding U.S. manufacturing capacity, developing state-of-the-art facilities and enhancing recycling and crucial mineral recovery capabilities. These investments are supported by strong cash flow generation and U.S. manufacturing tax credits. Improved contribution at our engineered components manufacturer was driven by new business wins, commercial actions and cost optimization initiatives. Underlying end market demand has been slow to recover and remains below normal cycle levels. While the timing of a full volume recovery is uncertain, the business is well positioned to capitalize even in a more modest end market recovery scenario. Our electric heat tracing systems manufacturer continues to benefit from durable aftermarket replacement demand across a large installed base. The business is off to a strong start, led by a newly strengthened management team and continues to execute initiatives to streamline product portfolio, refine the go-to-market strategy and refocus the business on profitable, sustainable growth. Brookfield Business Corporation 67 Review of Consolidated Results of Operations The following table summarizes the partnership’s results of operations for the years ended December 31, 2025, 2024 and 2023. Further details on our results of operations and our financial performance are presented within the “Segment Analysis” section. Year ended December 31, Change (US$ MILLIONS, except per unit amounts) 2025 2024 2023 2025 vs 2024 2024 vs 2023 Revenues $ 27,457 $ 40,620 $ 55,068 $ (13,163) $ (14,448) Direct operating costs (22,151) (34,883) (50,021) 12,732 15,138 General and administrative expenses (1,151) (1,267) (1,538) 116 271 Interest income (expense), net (3,139) (3,104) (3,596) (35) 492 Equity accounted income (loss), net 42 90 132 (48) (42) Impairment reversal (expense), net (88) (981) (831) 893 (150) Gain (loss) on dispositions, net 325 692 4,686 (367) (3,994) Other income (expense), net (815) (573) (178) (242) (395) Income (loss) before income tax 480 594 3,722 (114) (3,128) Income tax (expense) recovery Current (583) (646) (775) 63 129 Deferred 490 947 830 (457) 117 Net income (loss) $ 387 $ 895 $ 3,777 $ (508) $ (2,882) Attributable to: Limited partners $ (26) $ (37) $ 482 $ 11 $ (519) Non-controlling interests attributable to: Redemption-exchange units (9) (35) 451 26 (486) Special limited partner 95 — — 95 — BBUC exchangeable shares (17) (37) 472 20 (509) Preferred securities 52 52 83 — (31) Interest of others in operating subsidiaries 292 952 2,289 (660) (1,337) $ 387 $ 895 $ 3,777 $ (508) $ (2,882) Basic and diluted earnings (loss) per limited partner unit (1) (2) $ (0.30) $ (0.50) $ 6.49 ____________________________________ (1)Average number of LP Units outstanding for the year ended December 31, 2025 was 86.5 million (2024: 74.3 million, 2023: 74.5 million). (2)Net income (loss) attributable to LP Units is reduced by incentive distributions paid to special limited partnership unitholders during the year ended December 31, 2025. Comparison of the years ended December 31, 2025 and December 31, 2024 For the year ended December 31, 2025, net income was $387 million, with $43 million of net income attributable to Unitholders ($(0.30) per LP unit). For the year ended December 31, 2024, net income was $895 million, with $109 million of net loss attributable to Unitholders ($(0.50) per LP unit). The decrease in net income was primarily due to the impact of dispositions completed in the trailing twenty-four months, combined with lower tax benefits at our advanced energy storage operation in the current year of $1,071 million, compared to $1,341 million in the prior year. 68 Brookfield Business Corporation Revenues For the year ended December 31, 2025, revenues decreased by $13,163 million to $27,457 million, compared to $40,620 million for the year ended December 31, 2024. Revenues in our business services segment decreased by $13,081 million, primarily due to the disposition of our road fuels operation in July 2024 and the deconsolidation of our healthcare services operation in May 2025, which reduced revenues by $12,904 million. Revenues in our infrastructure services segment decreased by $586 million, primarily due to the disposition of our offshore oil services’ shuttle tanker operation in January 2025. Revenues in our industrials segment increased by $504 million primarily due to contribution from our electric heat tracing systems manufacturer acquired in January 2025, combined with strong performance at our advanced energy storage operation during the year driven by favorable pricing and growing demand for higher margin advanced batteries. The increase was partially offset by the deconsolidation of our returnable plastic packaging operation in July 2025. Direct operating costs For the year ended December 31, 2025, direct operating costs decreased by $12,732 million to $22,151 million, compared to $34,883 million for the year ended December 31, 2024. The decrease was primarily due to the disposition of our road fuels operation in July 2024 and the deconsolidation of our healthcare services operation in May 2025, which reduced direct operating costs by $12,737 million. The decrease was partially offset by contributions from our electric heat tracing systems manufacturer acquired in January 2025. General and administrative expenses For the year ended December 31, 2025, general and administrative expenses decreased by $116 million to $1,151 million, compared to $1,267 million for the year ended December 31, 2024. The decrease was primarily due to the deconsolidation of our healthcare services operation in May 2025 and the deconsolidation of our returnable plastic packaging operation in July 2025. The decrease was partially offset by contributions from our electric heat tracing systems manufacturer acquired in January 2025. Impairment reversal (expense), net For the year ended December 31, 2025, net impairment expense of $88 million primarily relates to an impairment of goodwill of $71 million recognized in our solar power solutions due to revised expectations of cash flows as a result of increased competition and challenging market conditions. Gain (loss) on dispositions, net For the year ended December 31, 2025, gain (loss) on dispositions, net was $325 million primarily driven by a $214 million net gain recognized from the disposition of our offshore oil services’ shuttle tanker operation and a $110 million net gain from the disposition of our Indian non-bank financial services’ non-core home financing operation. Other income (expense), net For the year ended December 31, 2025, net other expense increased by $242 million to $815 million, compared to $573 million for the year ended December 31, 2024. Other income (expense), net corresponds to amounts that are not directly related to revenue generating activities and are not normal, recurring income or expenses necessary for business operations. For the year ended December 31, 2025, the components of other income (expense), net include $467 million of expenses for employee incentive payments linked to the realization of value at our operations, $236 million of net gain recognized upon deconsolidation of our healthcare services operation, $224 million of business separation expenses, stand-up costs and restructuring charges, $152 million of net revaluation losses, $128 million of net losses on debt modification and extinguishment, $125 million of gains recorded at our offshore oil services due to completed upgrades and unrealized gains recorded on reclassification of property, plant and equipment to finance leases, $44 million of transaction costs, $35 million of expense related to the write-down of an earn-out associated with the sale of our automotive aftermarket parts remanufacturer, $14 million of unrealized loss recognized on the partial sale of an interest in our work access services operation to a Brookfield-managed evergreen fund, and $112 million of other expenses. For the year ended December 31, 2024, the components of other income (expense), net include $407 million related to a provision for payment of a litigation settlement at our dealer software and technology services operation, $251 million related to provisions recorded at our construction operation, $168 million of net revaluation gains, $158 million of business separation expenses, stand-up costs and restructuring charges, $108 million of net gains on the sale of property, plant and equipment and other assets, $52 million of net gains on debt modification and extinguishment, $50 million of other income related to a distribution at our entertainment operation, $35 million in transaction costs, $15 million of expenses for employee incentive payments linked to the realization of value at our operations, and $85 million of other expenses. Brookfield Business Corporation 69 Income tax (expense) recovery For the year ended December 31, 2025, current income tax expense decreased by $63 million to $583 million, compared to current income tax expense of $646 million for the year ended December 31, 2024. The decrease in current income tax expense is primarily due to a current income tax recovery related to the impact of a litigation settlement within our dealer software and technology services operation and the impact of enacted tax legislation within our dealer software and technology services operation and our engineered components manufacturing operation. Deferred income tax recovery decreased by $457 million to $490 million, compared to deferred income tax recovery of $947 million for the year ended December 31, 2024. The decrease in deferred income tax recovery was primarily due to non-recurring deferred tax recoveries in the prior period relating to a litigation settlement at our dealer software and technology services operation and tax benefits recognized within our advanced energy storage operation, partially offset by the derecognition of deferred tax assets within our healthcare services in the prior period. Comparison of the years ended December 31, 2024 and December 31, 2023 For the year ended December 31, 2024, net income was $895 million, with $109 million of net loss attributable to Unitholders ($(0.50) per LP unit). For the year ended December 31, 2023, net income was $3,777 million, with $1,405 million of net income attributable to Unitholders ($6.49 per LP unit). The decrease in net income was primarily due to the gain on disposition of our nuclear technology services operation in November 2023. Revenues For the year ended December 31, 2024, revenues decreased by $14,448 million to $40,620 million, compared to $55,068 million for the year ended December 31, 2023. Revenues from our business services segment decreased by $9,961 million, primarily due to the disposition of our road fuels operation in July 2024 which reduced revenues by $10,520 million. Included in the revenues and direct operating costs of our road fuels operation, was a duty payable to the government of the United Kingdom of $4,705 million (2023: $8,033 million), which was recorded gross within revenues and direct costs without impact on the margin generated by the business. Revenues from our infrastructure services segment decreased by $3,718 million primarily due to the disposition of our nuclear technology services operation in November 2023. Revenues from our industrials segment decreased by $769 million primarily due to lower volumes at our engineered components manufacturing operation due to weak market conditions, combined with dispositions the partnership completed throughout 2024. The decrease was partially offset by an increase in revenues from our advanced energy storage operation driven by commercial actions, continued execution of optimization initiatives and growing demand for higher margin advanced batteries. Direct operating costs For the year ended December 31, 2024, direct operating costs decreased by $15,138 million to $34,883 million, compared to $50,021 million for the year ended December 31, 2023. The decrease was primarily due to the disposition of our road fuels operation in July 2024 which reduced direct operating costs by $10,381 million, combined with other business dispositions completed in 2024 and a benefit of $1,341 million recognized at our advanced energy storage operation related to tax benefits. As noted above, included in the revenues and direct operating costs of our road fuels operation, was a duty payable to the government of the United Kingdom of $4,705 million (2023: $8,033 million), which was recorded gross within revenues and direct costs without impact on the margin generated by the business. General and administrative expenses For the year ended December 31, 2024, general and administrative expenses decreased by $271 million to $1,267 million, compared to $1,538 million for the year ended December 31, 2023. The decrease was primarily due to the dispositions of our road fuels operation in July 2024 and our nuclear technology services operation in November 2023, combined with the impact of other business dispositions completed throughout 2024. Interest income (expense), net For the year ended December 31, 2024, net interest expense decreased by $492 million to $3,104 million, compared to $3,596 million for the year ended December 31, 2023. The decrease in net interest expense was primarily due to reduced borrowings within our operations as a result of dispositions and the impact of refinancings which lowered the cost of debt at select operations. Impairment reversal (expense), net For the year ended December 31, 2024, net impairment expense of $981 million primarily related to an impairment of goodwill of $661 million recognized in our healthcare services due to revised expectations of cash flows as a result of updated estimates for hospital admissions, revenue rates and operating costs and impairment of $168 million recognized on property, plant and equipment at our natural gas production as a result of a decline in forecast natural gas prices. 70 Brookfield Business Corporation Gain (loss) on dispositions, net For the year ended December 31, 2024, net gain (loss) on dispositions, net was $692 million. The net gain includes a $483 million gain recognized from the disposition of our road fuels operation, a $110 million gain recognized from the deconsolidation of our payment processing services operation, an $84 million gain recognized on the sale of our Canadian aggregates production operation and a $15 million gain recognized from the disposition of our general partner interest and residential real estate brokerage portfolio to Bridgemarq, a publicly listed real estate services operation and brokerage business. Other income (expense), net For the year ended December 31, 2024, net other expense increased by $395 million to $573 million, compared to $178 million for the year ended December 31, 2023. Other income (expense), net corresponds to amounts that are not directly related to revenue generating activities and are not normal, recurring income or expenses necessary for business operations. For the year ended December 31, 2024, the components of other income (expense), net include $407 million related to a provision for payment of a litigation settlement at our dealer software and technology services operation, $251 million related to provisions recorded at our construction operation, $168 million of net revaluation gains, $158 million of business separation expenses, stand-up costs and restructuring charges, $108 million of net gains on the sale of property, plant and equipment and other assets, $52 million of net gains on debt modification and extinguishment, $50 million of other income related to a distribution at our entertainment operation, $35 million in transaction costs, $15 million of expenses for employee incentive payments linked to the realization of value at our operations, and $85 million of other expenses. For the year ended December 31, 2023, the components of other income (expense), net include $446 million of net gains on debt modification and extinguishment,$247 million loss related to a fair value adjustment as a result of the reclassification of our graphite electrode operation as a financial asset, $246 million of business separation expenses, stand-up costs and restructuring charges, $116 million in transaction costs, $93 million of net revaluation gains, $35 million of expenses for employee incentive payments linked to the realization of value at our operations, and $73 million of other expenses. Income tax (expense) recovery For the year ended December 31, 2024, current income tax expense decreased by $129 million to $646 million, compared to current income tax expense of $775 million for the year ended December 31, 2023. The decrease in current income tax expense was primarily due to lower taxable income at our dealer software and technology services operation and lower income tax expense in our operations due to dispositions completed in 2023. Deferred income tax recovery increased by $117 million to $947 million, compared to deferred income tax recovery of $830 million for the year ended December 31, 2023. The increase in deferred income tax recovery was primarily driven by an increase in deferred tax assets within our advanced energy storage operation due to tax benefits recognized in 2024. Results in 2023 included a deferred income tax recovery related to the recognition of previously unrecognized deferred tax assets in our solar power solutions. Brookfield Business Corporation 71 Summary of Results Quarterly results Total revenues and net income (loss) for the eight most recent quarters were as follows: 2025 2024 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 (US$ MILLIONS, except per unit amounts) Revenues $ 7,094 $ 6,919 $ 6,695 $ 6,749 $ 7,427 $ 9,232 $ 11,946 $ 12,015 Direct operating costs (5,621) (5,663) (5,465) (5,402) (6,008) (7,069) (10,928) (10,878) General and administrative expenses (291) (278) (271) (311) (324) (319) (307) (317) Interest income (expense), net (784) (784) (801) (770) (752) (778) (778) (796) Equity accounted income (loss), net 19 8 23 (8) 35 1 31 23 Impairment reversal (expense), net (74) — (14) — (991) — — 10 Gain (loss) on dispositions, net — 105 6 214 — 593 84 15 Other income (expense), net (167) (462) (103) (83) (360) (229) (100) 116 Income (loss) before income tax 176 (155) 70 389 (973) 1,431 (52) 188 Income tax (expense) recovery Current (137) (130) (119) (197) (158) (276) (122) (90) Deferred 79 163 184 64 23 580 239 105 Net income (loss) $ 118 $ (122) $ 135 $ 256 $ (1,108) $ 1,735 $ 65 $ 203 Attributable to: Limited partners $ (42) $ (25) $ 11 $ 30 $ (150) $ 103 $ (7) $ 17 Non-controlling interests attributable to: Redemption-exchange units (24) (14) 6 23 (141) 97 (6) 15 Special limited partner 95 — — — — — — — BBUC exchangeable shares (33) (20) 9 27 (147) 101 (7) 16 Preferred securities 13 13 13 13 13 13 13 13 Interest of others in operating subsidiaries 109 (76) 96 163 (683) 1,421 72 142 $ 118 $ (122) $ 135 $ 256 $ (1,108) $ 1,735 $ 65 $ 203 Basic and diluted earnings (loss) per limited partner unit (1) (2) $ (0.48) $ (0.28) $ 0.12 $ 0.38 $ (2.02) $ 1.39 $ (0.10) $ 0.23 ____________________________________ (1)Average number of LP Units outstanding for the three months ended December 31, 2025 was 88.3 million (December 31, 2024: 74.3 million). (2)Net income (loss) attributable to LP Units is reduced by incentive distributions paid to special limited partnership unitholders during the three months ended December 31, 2025. Revenues and direct operating costs vary from quarter to quarter primarily due to acquisitions and dispositions of businesses, fluctuations in foreign exchange rates, business and economic cycles, weather and seasonality, broader economic factors, and commodity market volatility. Within our industrials segment, at our natural gas production operation, the ability to move heavy equipment safely and efficiently in Western Canadian oil and gas fields is dependent on weather conditions. In addition, the demand for batteries at our advanced energy storage operation as well as electric heat management products and services at our electric heat tracing systems manufacturer is typically higher in the colder seasons. Within our infrastructure services segment, our work access services operation is impacted by seasonality in the industries it services; for example, most refineries tend to close down for turnarounds during the spring and fall. In addition, cold temperatures in the first and fourth fiscal quarters typically limit activity on maintenance and capital projects in cold climates. In our modular building leasing services, business activity peaks in the summer months while the fourth fiscal quarter is a seasonal low as deliveries typically reduce in the winter. Some of our business services activities are seasonal in nature and are affected by the general level of economic activity and related volume of services purchased by our clients. The mortgage insurance premiums underwritten at our residential mortgage insurer fluctuate based on the general seasonality and macroeconomic conditions affecting the Canadian housing market. Net income is impacted by periodic monetization gains and impairment losses. 72 Brookfield Business Corporation Review of Consolidated Financial Position The following is a summary of the consolidated statements of financial position of the partnership as at December 31, 2025 and December 31, 2024: Change (US$ MILLIONS) December 31, 2025 December 31, 2024 December 31, 2025 vs December 31, 2024 Assets Cash and cash equivalents $ 3,546 $ 3,239 $ 307 Financial assets 12,483 12,371 112 Accounts and other receivable, net 7,725 6,279 1,446 Inventory and other assets 4,594 5,728 (1,134) Property, plant and equipment 11,013 13,232 (2,219) Deferred income tax assets 2,083 1,744 339 Intangible assets 18,513 18,317 196 Equity accounted investments 2,494 2,325 169 Goodwill 13,310 12,239 1,071 $ 75,761 $ 75,474 $ 287 Liabilities and Equity Liabilities Accounts payable and other $ 14,188 $ 16,691 $ (2,503) Corporate borrowings 1,325 2,142 (817) Non-recourse borrowings in subsidiaries of the partnership 42,424 36,720 5,704 Deferred income tax liabilities 2,513 2,613 (100) $ 60,450 $ 58,166 $ 2,284 Equity Limited partners $ 2,294 $ 1,752 $ 542 Non-controlling interests attributable to: Redemption-exchange units 1,350 1,644 (294) Special limited partner — — — BBUC exchangeable shares 1,807 1,721 86 Preferred securities 740 740 — Interest of others in operating subsidiaries 9,120 11,451 (2,331) 15,311 17,308 (1,997) $ 75,761 $ 75,474 $ 287 Financial assets Financial assets increased by $112 million to $12,483 million as at December 31, 2025, compared to $12,371 million as at December 31, 2024. The balance comprised marketable securities, loans and notes receivable, derivative assets and other financial assets including $584 million of marketable securities within our corporate segment related to units in a new Brookfield-managed evergreen private equity fund we received as consideration for the sale of partial interests in three businesses completed in July 2025. The increase was partially offset by a reduction in other financial assets within our offshore oil services, and a net reduction in the mortgages receivable at our Australian asset manager and lender as a result of higher loan repayments compared to new loan originations. Brookfield Business Corporation 73 The following table presents financial assets by segment as at December 31, 2025 and December 31, 2024: (US$ MILLIONS) Business services Infrastructure services Industrials Corporate Total December 31, 2025 $ 11,664 $ 27 $ 207 $ 585 $ 12,483 December 31, 2024 $ 11,713 $ 253 $ 404 $ 1 $ 12,371 Accounts and other receivable, net Accounts and other receivable, net increased by $1,446 million to $7,725 million as at December 31, 2025, compared to $6,279 million as at December 31, 2024. The increase was primarily due to timing of billed receivables within our water and wastewater operation, combined with the acquisition of our electric heat tracing systems manufacturer in January 2025, partially offset by the receipt of payments relating to projects within our construction operation. Included in accounts receivable is an additional $1,071 million recorded during the year at our advanced energy storage operation related to tax benefits. Inventory and other assets Inventory and other assets decreased by $1,134 million to $4,594 million as at December 31, 2025, compared to $5,728 million as at December 31, 2024. The decrease in inventory and other assets was primarily due to the disposition of our offshore oil services’ shuttle tanker operation in January 2025, and our Indian non-bank financial services’ non-core home financing operation in July 2025, which were both previously classified as assets held for sale. The decrease was partially offset by higher other assets within our offshore oil services due to the recognition of a finance lease receivable and an increase in inventory of $146 million primarily due to higher units on hand at our advanced energy storage operation, combined with the acquisition of our electric heat tracing systems manufacturer in January 2025. Property, plant & equipment and intangible assets Property, plant & equipment (“PP&E”) decreased by $2,219 million to $11,013 million as at December 31, 2025, compared to $13,232 million as at December 31, 2024. The decrease was primarily due to the deconsolidation of our healthcare services operation which reduced PP&E by $2,320 million, and the reclassification of certain vessels within our offshore oil services from PP&E to finance leases of $1,419 million, combined with regular depreciation expense of $1,428 million. These factors were partially offset by additions to PP&E of $3,028 million, primarily due to growth capital expenditures within our offshore oil services which are contractually reimbursed. As at December 31, 2025, PP&E included $767 million of right-of-use assets (2024: $874 million). Intangible assets increased by $196 million to $18,513 million as at December 31, 2025, compared to $18,317 million as at December 31, 2024. The increase was primarily due to additions of $1,176 million, combined with the impact of foreign exchange movements of $861 million, partially offset by amortization expense of $1,606 million and dispositions of $87 million. Capital expenditures represent additions to PP&E and certain intangible assets. Included in capital expenditures are maintenance capital expenditures, which are required to sustain the current performance of our operations, and growth capital expenditures, which are made for incrementally new assets that are expected to expand existing operations. Within our business services segment, capital expenditures were primarily related to production costs associated with developing or enhancing proprietary technology as well as maintenance of computer and hosting equipment at our dealer software and technology services operation and maintenance and expansion of the fleet at our fleet management and car rental services operation. Within our infrastructure services segment, capital expenditures were primarily vessel dry-docking costs at our offshore oil services which are contractually reimbursed by our customer, and fleet investment at our modular building leasing services. Within our industrials segment, capital expenditures were primarily related to expansions and equipment replacement at our advanced energy storage operation. We also include additions to intangible assets in our water and wastewater operation within capital expenditures due to the nature of its concession agreements. Maintenance and growth capital expenditures for the year ended December 31, 2025 were $868 million and $1,320 million, respectively (2024: $853 million and $1,886 million, 2023: $833 million and $2,100 million). Growth capital expenditures include fleet expansion capital expenditures at our fleet management and car rental services presented as cash used in operating activities in the consolidated statement of cash flows. Deferred income tax assets Deferred income tax assets increased by $339 million to $2,083 million as at December 31, 2025, compared to $1,744 million as at December 31, 2024. The increase was primarily due to the recognition of deferred tax assets within our advanced energy storage operation and our natural gas production operation, combined with the impact of foreign exchange movements within our operations. 74 Brookfield Business Corporation Equity accounted investments Equity accounted investments increased by $169 million to $2,494 million as at December 31, 2025, compared to $2,325 million as at December 31, 2024. The increase was primarily due to the acquisition of our specialty consumables and equipment manufacturer in May 2025, the acquisition of our Canadian residential and multi-family mortgage lender in October 2025, and the merger of our returnable plastic packaging operation with a North American packaging solutions provider in July 2025, partially offset by distributions received from equity accounted investments within our operations, and the partial sale of an interest in our work access services operation. Goodwill Goodwill increased by $1,071 million to $13,310 million as at December 31, 2025, compared to $12,239 million as at December 31, 2024. The increase was primarily due to the acquisition of our electric heat tracing systems manufacturer and the impact of foreign exchange movements. Accounts payable and other Accounts payable and other decreased by $2,503 million to $14,188 million as at December 31, 2025, compared to $16,691 million as at December 31, 2024. The decrease was primarily due to the deconsolidation of our healthcare services operation in May 2025 which reduced liabilities by $1,969 million, combined with the disposition of our offshore oil services’ shuttle tanker operation and our Indian non-bank financial services’ non-core home financing operation, whose liabilities were previously classified as liabilities held for sale. These factors were partially offset by an increase in other liabilities at our advanced energy storage operation due to provisions recognized for expected employee incentive payments linked to the realization of value. Corporate and non-recourse borrowings Borrowings are discussed in Item 5.B, “Liquidity and Capital Resources” below. Deferred income tax liabilities Deferred income tax liabilities decreased by $100 million to $2,513 million as at December 31, 2025, compared to $2,613 million as at December 31, 2024. The decrease was primarily due to the reduction of acquisition related deferred tax liabilities within our advanced energy storage operation, our engineered components manufacturing operation and our modular building leasing services, partially offset by deferred tax liabilities recognized upon the acquisition of our electric heat tracing systems manufacturer. Equity attributable to Unitholders As at December 31, 2025, our capital structure comprised two classes of partnership units: LP Units and GP Units. LP Units entitle the holder to their proportionate share of distributions. GP Units entitle the holder the right to govern our financial and operating policies. See Item 10.B, “Memorandum and Articles of Association - Description of the Holding LP Limited Partnership Agreement”. As at December 31, 2025, the Holding LP’s capital structure comprised three classes of partnership units: managing general partner units held by BBU, Special LP Units and Redemption-Exchange Units held by Brookfield Holders. In its capacity as the holder of the Special LP Units of the Holding LP, the special limited partner was entitled to receive incentive distributions based on 20% of the growth in the market value of the Units quarter-over-quarter, but only after the market value exceeds the Incentive Distribution Threshold. During the fourth quarter of 2025, the volume-weighted average price per LP Unit was $33.81 and above the previous incentive distribution threshold of $31.53 per LP Unit. This resulted in a total incentive distribution of $95 million (2024: $nil). The incentive distribution threshold as at December 31, 2025 was $33.81 per LP Unit. As at December 31, 2025, BBHC’s capital structure comprised BBUC exchangeable shares held by Brookfield Holders and public shareholders. Each BBUC exchangeable share has been structured with the intention of providing an economic return equivalent to one LP Unit, and BBHC targeted to pay identical dividends on a per share basis to the distributions paid on each LP Unit. Each BBUC exchangeable share is exchangeable, at the BBHC shareholder’s option, for one LP Unit (subject to adjustment to reflect certain capital events) or its cash equivalent. During the year ended December 31, 2025, 190 BBUC exchangeable shares were exchanged into LP Units (December 31, 2024: 4 BBUC exchangeable shares). Brookfield Business Corporation 75 On August 15, 2025, the TSX accepted a notice filed by the partnership of its intention to renew the normal course issuer bid for its LP Units. Under the normal course issuer bid of the partnership, BBU and Brookfield Corporation were collectively authorized to repurchase up to 5% of the partnership’s issued and outstanding LP Units as at August 8, 2025, or 4,441,425 LP Units, including up to 10,076 LP Units on the TSX during any trading day. During the year ended December 31, 2025, the partnership repurchased 4,667,060 LP Units (December 31, 2024: nil LP Units). Following the year ended December 31, 2025 and up to the date of this Form 20-F, the partnership repurchased 499,420 LP Units under its normal course issuer bid. During the year ended December 31, 2025, Brookfield Corporation did not purchase any LP Units under the partnership’s normal course issuer bid (December 31, 2024: 443,722 LP Units). Following the year ended December 31, 2025 and up to the date of this Form 20-F, Brookfield Corporation repurchased 98,088 LP Units. On August 15, 2025, the TSX accepted a notice filed by BBHC, a consolidated subsidiary of the partnership, of its intention to renew its normal course issuer bid in respect of BBUC exchangeable shares (the “NCIB”). Under the NCIB, BBHC and Brookfield Corporation are collectively authorized to repurchase up to 5% of the issued and outstanding BBUC exchangeable shares as at August 8, 2025 or 3,499,836 BBUC exchangeable shares, including up to 11,100 BBUC exchangeable shares on the TSX during any trading day. During the year ended December 31, 2025, BBHC repurchased 3,876,525 BBUC exchangeable shares under its NCIB (December 31, 2024: nil BBUC exchangeable shares). Following the year ended December 31, 2025 and up to the date of this Form 20-F, BBHC repurchased 891,240 BBUC exchangeable shares under its NCIB. During the year ended December 31, 2025, Brookfield Corporation did not purchase any BBUC exchangeable shares under the NCIB (December 31, 2024: nil BBUC exchangeable shares). Following the year ended December 31, 2025 and up to the date of this Form 20-F, Brookfield Corporation repurchased 98,336 BBUC exchangeable shares. Following the Arrangement, the NCIB will become the normal course issuer bid of the Corporation such that the Corporation is permitted to repurchase up to 1,640,326 Class A Shares under the NCIB. As at December 31, 2025 and December 31, 2024, the total number of Units outstanding are as follows: UNITS December 31, 2025 December 31, 2024 GP Units 4 4 LP Units 87,720,678 74,281,767 Non-controlling interests: Redemption-Exchange Units 51,599,716 69,705,497 BBUC exchangeable shares 69,077,731 72,954,446 Special LP Units 4 4 Segment Analysis Our operations are organized into four operating segments which are regularly reviewed by the CODM for the purpose of allocating resources to the segment and to assess its performance. The key measures used by the CODM in assessing performance and in making resource allocation decisions are Adjusted EFO and Adjusted EBITDA. Adjusted EFO is our segment measure of profit or loss reported in accordance with IFRS 8. The CODM uses Adjusted EFO to assess performance and make resource allocation decisions. Adjusted EFO is used by the CODM to evaluate our segments on the basis of return on invested capital generated by the underlying operations and is used by the CODM to evaluate the performance of our segments on a levered basis. Adjusted EFO is calculated as net income and equity accounted income at our economic ownership interest in consolidated subsidiaries and equity accounted investments, respectively, excluding the impact of depreciation and amortization expense, deferred income taxes, transaction costs, restructuring charges, unrealized revaluation gains or losses, impairment reversals or expenses and other income or expense items that are not directly related to revenue generating activities. Our economic ownership interest in consolidated subsidiaries excludes amounts attributable to non-controlling interests consistent with how we determine net income attributable to non-controlling interests in our IFRS consolidated statements of operating results. In order to provide additional insight regarding our operating performance over the lifecycle of an investment, Adjusted EFO includes the impact of preferred equity distributions and realized disposition gains or losses, recorded in net income, other comprehensive income, or directly in equity, such as ownership changes. Adjusted EFO does not include legal and other provisions that may occur from time to time in the partnership’s (or following completion of the Arrangement, the Corporation’s) operations and that are one-time or non-recurring and not directly tied to the partnership’s operations, such as those for litigation or contingencies. Adjusted EFO includes expected credit losses and bad debt allowances recorded in the normal course of the partnership’s operations. 76 Brookfield Business Corporation Adjusted EBITDA, a non-IFRS measure of operating performance, provides a comprehensive understanding of the ability of the partnership’s (or following completion of the Arrangement, the Corporation’s) businesses to generate recurring earnings and assists our CODM in understanding and evaluating the core underlying financial performance of our businesses. For further information on Adjusted EBITDA, see the “Reconciliation of Non-IFRS Measures” section of this MD&A. The following table presents net income (loss), net income (loss) attributable to Unitholders and Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023: Year ended December 31, (US$ MILLIONS) 2025 2024 2023 Net income (loss) $ 387 $ 895 $ 3,777 Net income (loss) attributable to Limited partners $ (26) $ (37) $ 482 Net income (loss) attributable to Redemption-exchange units held by Brookfield Holders (9) (35) 451 Net income (loss) attributable to Special limited partner 95 — — Net income (loss) attributable to BBUC exchangeable shares (17) (37) 472 Net income (loss) attributable to Unitholders $ 43 $ (109) $ 1,405 Adjusted EBITDA $ 2,409 $ 2,565 $ 2,491 The following table presents Adjusted EFO by segment for the years ended December 31, 2025, 2024 and 2023: Year ended December 31, (US$ MILLIONS) 2025 2024 2023 Business services $ 492 $ 641 $ 636 Infrastructure services 295 287 2,070 Industrials 665 935 492 Corporate (273) (331) (335) Comparison of the years ended December 31, 2025 and December 31, 2024 Net income attributable to Unitholders for the year ended December 31, 2025 was $43 million, representing an increase of $152 million compared to net loss attributable to Unitholders of $109 million for the year ended December 31, 2024. Prior year net income attributable to Unitholders included an impairment expense at our healthcare services operation and provisions at our construction operation. Adjusted EBITDA for the year ended December 31, 2025 was $2,409 million, representing a decrease of $156 million compared to $2,565 million for the year ended December 31, 2024. Current year results include $297 million of tax benefits from our advanced energy storage operation, and reflect the impact of lower ownership in three businesses following the partial sale of interests to a Brookfield-managed evergreen private equity fund. Prior year results included $371 million of tax benefits at our advanced energy storage operation, and $200 million of contribution from disposed operations. Comparison of the years ended December 31, 2024 and December 31, 2023 Net loss attributable to Unitholders for the year ended December 31, 2024 was $109 million, representing a decrease of $1,514 million compared to a net income attributable to Unitholders of $1,405 million for the year ended December 31, 2023. Net loss attributable to Unitholders for the year ended December 31, 2024 includes an impairment expense recorded at our healthcare services operation, combined with provisions at our construction operation. Results for the year ended December 31, 2023 included net gains primarily related to the sale of our nuclear technology services operation. Adjusted EBITDA for the year ended December 31, 2024 was $2,565 million, representing an increase of $74 million compared to $2,491 million for the year ended December 31, 2023, reflecting improved performance of operations and tax benefits recorded at our advanced energy storage operation. Results for the year ended December 31, 2023 included contributions from our nuclear technology services operation and other disposed operations. Brookfield Business Corporation 77 The tables below provide each segment’s results in the format that the CODM organizes its reporting segments to make resource allocation decisions and assess performance. Each segment is presented taking into account the partnership’s economic ownership interest in operations accounted for using the consolidation and equity methods under IFRS. See “Reconciliation of Non-IFRS Measures” for additional discussion, including a reconciliation to the partnership’s IFRS consolidated statements of operating results. Business services The following table presents Adjusted EFO and Adjusted EBITDA for our business services segment for the years ended December 31, 2025, 2024 and 2023: Year ended December 31, (US$ MILLIONS) 2025 2024 2023 Adjusted EFO $ 492 $ 641 $ 636 Adjusted EBITDA $ 823 $ 832 $ 900 The following table presents equity attributable to Unitholders for our business services segment as at December 31, 2025, 2024 and 2023: (US$ MILLIONS) 2025 2024 2023 Total assets $ 28,578 $ 31,583 $ 38,066 Total liabilities 21,149 24,185 29,435 Interests of others in operating subsidiaries 3,751 3,925 5,213 Equity attributable to Unitholders 3,678 3,473 3,418 Total equity $ 7,429 $ 7,398 $ 8,631 Comparison of the years ended December 31, 2025 and December 31, 2024 Adjusted EFO in our business services segment for the year ended December 31, 2025 was $492 million, representing a decrease of $149 million compared to $641 million for the year ended December 31, 2024. The decrease in Adjusted EFO was primarily due to the factors described below, combined with net gains recognized on the disposition of our road fuels operation and the deconsolidation of our payment processing services operation recognized in the prior year. Adjusted EBITDA in our business services segment for the year ended December 31, 2025 was $823 million, representing a decrease of $9 million compared to $832 million for the year ended December 31, 2024, reflecting the sale of a partial interest in our dealer software and technology services operation in July 2025 to a Brookfield-managed evergreen fund, partially offset by improved performance at our construction operation. Prior year results included contribution from our healthcare services operation which was deconsolidated in May 2025 and our road fuels operation which was sold in July 2024. Our residential mortgage insurer contributed $234 million to Adjusted EBITDA for the year ended December 31, 2025 compared to $249 million for the year ended December 31, 2024. Results reflected the timing impact of slower revenue recognition under the IFRS 17 accounting standard, reflecting more conservative model assumptions in an uncertain Canadian economic environment. Underlying performance continued to benefit from resilient demand across the business’ served market segment, including first-time homebuyers. Volumes of new insurance premiums written increased year over year and losses on claims remained below historical long-term levels. Our dealer software and technology services operation contributed $151 million to Adjusted EBITDA for the year ended December 31, 2025 compared to $175 million for the year ended December 31, 2024. Results reflected an impact of $21 million related to the secondary sale of a 7% interest in the business in July 2025 to a Brookfield-managed evergreen fund. Performance during the year was impacted by higher modernization costs, while stable renewals and commercial initiatives largely offset the impact of churn. 78 Brookfield Business Corporation Comparison of the years ended December 31, 2024 and December 31, 2023 Adjusted EFO in our business services segment for the year ended December 31, 2024 was $641 million, representing an increase of $5 million compared to $636 million for the year ended December 31, 2023. The increase in Adjusted EFO was primarily due to the factors described below, combined with net gains recognized on the disposition of our road fuels operation and the deconsolidation of our payment processing services operation as a result of combining the business with Network. Adjusted EBITDA in our business services segment for the year ended December 31, 2024 was $832 million, representing a decrease of $68 million compared to $900 million for the year ended December 31, 2023. Strong performance at our residential mortgage insurer was primarily offset by the impact of a cyber incident at our dealer software and technology services operation and reduced performance at our construction and healthcare services operations during the year. Results for the year ended December 31, 2023 included contribution from our road fuels operation which was sold in July 2024. Our residential mortgage insurer contributed $249 million to Adjusted EBITDA for the year ended December 31, 2024 compared to $217 million for the year ended December 31, 2023. Performance benefited from an overall stable Canadian housing market and relatively low losses on claims as a result of low unemployment and high levels of embedded equity which is enabling borrowers to self-cure mortgage delinquencies. While losses are expected to increase to long-term levels over time, normalizing mortgage rates and gradually improving affordability contributed to higher new insurance premiums and is expected to support moderate home price appreciation this year. Our dealer software and technology services operation contributed $175 million of Adjusted EBITDA for the year ended December 31, 2024 compared to $217 million for the year ended December 31, 2023. Results reflected higher costs associated with ongoing investments in modernization and technology upgrades to enhance customer service levels, product functionality and long-term growth of the business, combined with the impact of costs incurred and billing credits provided to customers related to the disruption of operations during a cybersecurity incident in June 2024. Our healthcare services contributed $36 million to Adjusted EBITDA for the year ended December 31, 2024 compared to $54 million for the year ended December 31, 2023. Business performance remained challenged given the impact of significantly higher costs which continued to exceed reimbursement levels from private health insurers. Infrastructure services The following table presents Adjusted EFO and Adjusted EBITDA for our infrastructure services segment for the years ended December 31, 2025, 2024 and 2023: Year ended December 31, (US$ MILLIONS) 2025 2024 2023 Adjusted EFO $ 295 $ 287 $ 2,070 Adjusted EBITDA $ 436 $ 606 $ 853 The following table presents equity attributable to Unitholders for our infrastructure services segment as at December 31, 2025, 2024 and 2023: (US$ MILLIONS) 2025 2024 2023 Total assets $ 16,270 $ 17,489 $ 17,180 Total liabilities 11,033 11,729 10,874 Interests of others in operating subsidiaries 2,213 2,465 2,772 Equity attributable to Unitholders 3,024 3,295 3,534 Total equity $ 5,237 $ 5,760 $ 6,306 Comparison of the years ended December 31, 2025 and December 31, 2024 Adjusted EFO in our infrastructure services segment for the year ended December 31, 2025 was $295 million, representing an increase of $8 million compared to $287 million for the year ended December 31, 2024. The increase in Adjusted EFO was primarily due to a net gain of $114 million recognized on the sale of our offshore oil services’ shuttle tanker operation in January 2025, partially offset by the factors described below. Brookfield Business Corporation 79 Adjusted EBITDA in our infrastructure services segment for the year ended December 31, 2025 was $436 million, representing a decrease of $170 million compared to $606 million for the year ended December 31, 2024. Current year included an impact of $14 million related to the secondary sale of a 5% interest in our work access services operation in July 2025 to a Brookfield-managed evergreen fund. Prior year included contribution from our offshore oil services’ shuttle tanker operation which was sold in January 2025. Our modular building leasing services contributed $160 million to Adjusted EBITDA for the year ended December 31, 2025, compared to $163 million for the year ended December 31, 2024. Current year results were impacted by lower activity levels and fleet utilization, partially offset by continued growth of value-added products and services. The business remains focused on accelerating growth and operational initiatives to support profitability in the current environment. Our lottery services operation contributed $136 million to Adjusted EBITDA for the year ended December 31, 2025, compared to $139 million for the year ended December 31, 2024. Current year results were impacted by the timing impact of reduced terminal deliveries and hardware sales, partially offset by margin enhancement initiatives and the ongoing ramp-up of recent commercial wins. The business continues to execute on a strong pipeline of new commercial opportunities including the full roll-out of its U.K. digital service offering early this year. Comparison of the years ended December 31, 2024 and December 31, 2023 Adjusted EFO in our infrastructure services segment for the year ended December 31, 2024 was $287 million, representing a decrease of $1,783 million compared to $2,070 million for the year ended December 31, 2023. The decrease in Adjusted EFO was primarily due to lost contribution from our nuclear technology services operation that was sold in November 2023. Adjusted EBITDA in our infrastructure services segment for the year ended December 31, 2024 was $606 million, representing a decrease of $247 million compared to $853 million for the year ended December 31, 2023. Results for the year ended December 31, 2023 included $236 million of contribution from our nuclear technology services operation which was sold in November 2023. Results for the year ended December 31, 2024 benefited from improved performance at our offshore oil services, offset by reduced contribution from our work access services operation. Our offshore oil services contributed $202 million to Adjusted EBITDA for the year ended December 31, 2024, compared to $200 million for the year ended December 31, 2023. New contracts and higher utilization levels in shuttle tanker operations was offset by reduced contributions from FPSO operations due to lower activity. Our modular building leasing services contributed $163 million to Adjusted EBITDA for the year ended December 31, 2024, compared to $164 million for the year ended December 31, 2023. Performance was impacted by lower units on rent primarily in the United Kingdom, France and Germany. The business is focused on initiatives to redeploy units to more resilient segments of the European market. Our lottery services operation contributed $139 million to Adjusted EBITDA for the year ended December 31, 2024, compared to $140 million for the year ended December 31, 2023. Improved industry retail sales, margin enhancement initiatives and the timing of terminal deliveries benefited performance. Recent commercial wins are expected to contribute to higher annual earnings and cash flows once fully ramped. Industrials The following table presents Adjusted EFO and Adjusted EBITDA for our industrials segment for the years ended December 31, 2025, 2024 and 2023: Year ended December 31, (US$ MILLIONS) 2025 2024 2023 Adjusted EFO $ 665 $ 935 $ 492 Adjusted EBITDA $ 1,281 $ 1,247 $ 855 80 Brookfield Business Corporation The following table presents equity attributable to Unitholders for our industrials segment as at December 31, 2025, 2024 and 2023: (US$ MILLIONS) 2025 2024 2023 Total assets $ 29,914 $ 26,097 $ 26,822 Total liabilities 23,623 18,684 20,436 Interests of others in operating subsidiaries 3,156 5,061 4,231 Equity attributable to Unitholders 3,135 2,352 2,155 Total equity $ 6,291 $ 7,413 $ 6,386 Comparison of the years ended December 31, 2025 and December 31, 2024 Adjusted EFO in our industrials segment for the year ended December 31, 2025 was $665 million, representing a decrease of $270 million compared to $935 million for the year ended December 31, 2024. The decrease in Adjusted EFO was primarily due to prior year results from our advanced energy storage operation including $371 million of tax benefits compared to $297 million of tax benefits recorded in the current year, and gains recognized on dispositions completed in the prior year. Adjusted EBITDA in our industrials segment for the year ended December 31, 2025 was $1,281 million, representing an increase of $34 million compared to $1,247 million for the year ended December 31, 2024. Current year results include contributions from our electric heat tracing systems manufacturer acquired in January 2025 and our specialty consumables and equipment manufacturer acquired in May 2025. Our advanced energy storage operation contributed $984 million to Adjusted EBITDA for the year ended December 31, 2025, compared to $996 million for the year ended December 31, 2024. Performance during the year continued to benefit from favorable mix due to the growing demand for higher margin advanced batteries and strong execution of commercial and operational initiatives. Our engineered components manufacturing operation contributed $94 million to Adjusted EBITDA for the year ended December 31, 2025, compared to $109 million for the year ended December 31, 2024. Current year results included an impact of $18 million related to the secondary sale of a 12% interest in the business in July 2025 to a Brookfield-managed evergreen fund. This is partially offset by improved contribution supported by margin optimization initiatives and commercial discipline, despite the impact of weak market conditions and reduced volumes. Comparison of the years ended December 31, 2024 and December 31, 2023 Adjusted EFO in our industrials segment for the year ended December 31, 2024 was $935 million, representing an increase of $443 million compared to $492 million for the year ended December 31, 2023. The increase in Adjusted EFO was primarily due to a reduction in direct operating costs of $371 million related to tax benefits recorded at our advanced energy storage operation, partially offset by gains recognized on dispositions completed in the year ended December 31, 2023. Adjusted EBITDA in our industrials segment for the year ended December 31, 2024 was $1,247 million, representing a increase of $392 million compared to $855 million for the year ended December 31, 2023. Results for the year ended December 31, 2024 included $371 million of tax benefits at our advanced energy storage operation. Strong underlying performance at our advanced energy storage operation and growing contribution from our water and wastewater operation offset reduced performance at our engineered components manufacturing operation due to weak market conditions. Results for the year ended December 31, 2023 included contribution from disposed operations including our Canadian aggregates production operation which was sold in June 2024. Our advanced energy storage operation contributed $996 million to Adjusted EBITDA for the year ended December 31, 2024, compared to $559 million for the year ended December 31, 2023. Results included $371 million of tax benefits. Business performance reflected the ongoing execution of commercial actions, growing demand for higher margin advanced batteries which now represent 32% of overall battery volumes, combined with continued progress on operational efficiency initiatives. Aftermarket demand led by stable replacement volumes offset the impact of reduced original equipment battery volumes as a result of lower automotive production activity. Our engineered components manufacturing operation contributed $109 million to Adjusted EBITDA for the year ended December 31, 2024 compared to $149 million for the year ended December 31, 2023 due to overall weak market conditions and lower volumes. The business continues to generate positive cash flow supported by a strong focus on optimizing costs and working capital. Brookfield Business Corporation 81 Corporate The following table presents Adjusted EFO and Adjusted EBITDA for our corporate segment for the years ended December 31, 2025, 2024 and 2023: Year ended December 31, (US$ MILLIONS) 2025 2024 2023 Adjusted EFO $ (273) $ (331) $ (335) Adjusted EBITDA $ (131) $ (120) $ (117) The following table presents equity attributable to Unitholders for our corporate segment as at December 31, 2025, 2024 and 2023: (US$ MILLIONS) 2025 2024 2023 Total assets $ 999 $ 305 $ 317 Total liabilities 4,645 3,568 3,108 Equity attributable to preferred securities 740 740 740 Equity attributable to Unitholders (4,386) (4,003) (3,531) Total equity $ (3,646) $ (3,263) $ (2,791) Comparison of the years ended December 31, 2025 and December 31, 2024 Pursuant to our Master Services Agreement, we pay Brookfield a quarterly base management fee equal to 0.3125% (1.25% annually) of our total market capitalization, plus recourse debt, net of cash, and other securities held by corporate entities. Management fees for the years ended December 31, 2025 and 2024 were $97 million and $92 million, respectively. General and administrative costs comprise management fees and corporate expenses, including audit and other expenses. Adjusted EFO for the year ended December 31, 2025 included lower interest expense due to repayments of borrowings on our corporate credit facilities earlier in the year. Comparison of the years ended December 31, 2024 and December 31, 2023 Pursuant to our Master Services Agreement, we pay Brookfield a quarterly base management fee equal to 0.3125% (1.25% annually) of our total market capitalization, plus recourse debt, net of cash, and other securities held by corporate entities. Management fees for the years ended December 31, 2024 and 2023 were $92 million and $87 million, respectively. General and administrative costs comprise management fees and corporate expenses, including audit and other expenses. Adjusted EFO for the year ended December 31, 2024 included lower distributions on preferred equity securities due to the partial redemption of preferred equity securities held by Brookfield during the fourth quarter of 2023. 82 Brookfield Business Corporation Reconciliation of Non-IFRS Measures Adjusted EBITDA To measure our performance, amongst other measures, we focus on Adjusted EBITDA. Adjusted EBITDA is a non-IFRS measure of operating performance presented as net income and equity accounted income at our economic ownership interest in consolidated subsidiaries and equity accounted investments, respectively, excluding the impact of interest income (expense), net, income taxes, depreciation and amortization expense, gains (losses) on acquisitions/dispositions, net, transaction costs, restructuring charges, revaluation gains or losses, impairment expenses or reversals, other income or expenses, and preferred equity distributions. Adjusted EBITDA excludes other income (expense), net as reported in our IFRS consolidated statements of operating results, because this includes amounts that are not related to revenue earning activities, and are not normal, recurring operating income or expenses necessary for business operations. Other income (expense), net includes revaluation gains and losses, transaction costs, restructuring charges, stand-up costs and business separation expenses, gains or loss on debt extinguishments or modifications, gains or losses on dispositions of property, plant and equipment, non-recurring and one-time provisions that may occur from time to time at one of the partnership’s (or following completion of the Arrangement, the Corporation’s) operations that are not reflective of normal operations, and other items. Our economic ownership interest in consolidated subsidiaries excludes amounts attributable to non-controlling interests consistent with how we determine net income attributable to non-controlling interests in our IFRS consolidated statements of operating results. Due to the size and diversification of our operations, including economic ownership interests that vary, Adjusted EBITDA is critical in assessing the overall operating performance of our business. When viewed with our IFRS results, we believe Adjusted EBITDA is useful to investors because it provides a comprehensive understanding of the ability of our businesses to generate recurring earnings which allows users to better understand and evaluate the underlying financial performance of our operations and excludes items we believe do not directly relate to revenue earning activities and are not normal, recurring items necessary for business operations. Our presentation of Adjusted EBITDA also gives investors comparability of our ongoing performance across periods. Adjusted EBITDA has limitations as an analytical tool as it does not include interest income (expense), net, income taxes, depreciation and amortization expense, gains (losses) on acquisitions/dispositions, net, transaction costs, restructuring charges, revaluation gains or losses, impairment reversals or expenses and other income (expense), net. As a result of these limitations, Adjusted EBITDA should not be considered as the sole measure of our performance and should not be considered in isolation from, or as a substitute for, analysis of our results as reported under IFRS. However, Adjusted EBITDA is a key measure that we use to evaluate the performance of our operations. Brookfield Business Corporation 83 Adjusted EBITDA Reconciliations The following table reconciles Adjusted EBITDA to net income (loss) for the year ended December 31, 2025. Year ended December 31, 2025 (US$ MILLIONS) Business services Infrastructure services Industrials Corporate Total Net income (loss) $ 419 $ (355) $ 479 $ (156) $ 387 Add or subtract the following: Depreciation and amortization expense 806 715 1,509 — 3,030 Impairment reversal (expense), net — 4 84 — 88 Gain (loss) on dispositions, net (111) (214) — — (325) Other income (expense), net (1) (115) 202 726 2 815 Income tax (expense) recovery 113 9 35 (64) 93 Equity accounted income (loss) (27) (8) (7) — (42) Interest income (expense), net 909 596 1,547 87 3,139 Equity accounted Adjusted EBITDA (2) 116 148 85 — 349 Amounts attributable to non-controlling interests (3) (1,287) (661) (3,177) — (5,125) Adjusted EBITDA $ 823 $ 436 $ 1,281 $ (131) $ 2,409 ____________________________________ (1)Other income (expense), net corresponds to amounts that are not directly related to revenue earning activities and are not normal, recurring income or expenses necessary for business operations. The components of other income (expense), net include $467 million of expenses for employee incentive payments linked to the realization of value at our operations, $236 million of net gain recognized upon deconsolidation of our healthcare services operation, $224 million of business separation expenses, stand-up costs and restructuring charges, $152 million of net revaluation losses, $128 million of net losses on debt modification and extinguishment, $125 million of gains recorded at our offshore oil services due to completed upgrades and unrealized gains recorded on reclassification of property, plant and equipment to finance leases, $44 million of transaction costs, $35 million of expense related to the write-down of an earn-out associated with the sale of our automotive aftermarket parts remanufacturer, $14 million of unrealized loss recognized on the partial sale of an interest in our work access services operation to a Brookfield-managed evergreen fund, and $112 million of other expenses. (2)Equity accounted Adjusted EBITDA corresponds to the Adjusted EBITDA attributable to the partnership that is generated by our investments in associates and joint ventures accounted for using the equity method. (3)Amounts attributable to non-controlling interests are calculated based on the economic ownership interests held by the non-controlling interests in consolidated subsidiaries. 84 Brookfield Business Corporation The following table reconciles Adjusted EBITDA to net income (loss) for the year ended December 31, 2024. Year ended December 31, 2024 (US$ MILLIONS) Business services Infrastructure services Industrials Corporate Total Net income (loss) $ (169) $ (347) $ 1,654 $ (243) $ 895 Add or subtract the following: Depreciation and amortization expense 961 888 1,355 — 3,204 Impairment reversal (expense), net 686 (11) 306 — 981 Gain (loss) on dispositions, net (608) — (84) — (692) Other income (expense), net (1) 365 32 164 12 573 Income tax (expense) recovery 75 6 (341) (41) (301) Equity accounted income (loss) (4) (23) (63) — (90) Interest income (expense), net 972 701 1,279 152 3,104 Equity accounted Adjusted EBITDA (2) 79 168 61 — 308 Amounts attributable to non-controlling interests (3) (1,525) (808) (3,084) — (5,417) Adjusted EBITDA $ 832 $ 606 $ 1,247 $ (120) $ 2,565 ____________________________________ (1)Other income (expense), net corresponds to amounts that are not directly related to revenue earning activities and are not normal, recurring income or expenses necessary for business operations. The components of other income (expense), net include $407 million related to a provision for payment of a litigation settlement at our dealer software and technology services operation, $251 million related to provisions recorded at our construction operation, $168 million of net revaluation gains, $158 million of business separation expenses, stand-up costs and restructuring charges, $108 million of net gains on the sale of property, plant and equipment and other assets, $52 million of net gains on debt modification and extinguishment, $50 million of other income related to a distribution at our entertainment operation, $35 million in transaction costs, $15 million of expenses for employee incentive payments linked to the realization of value at our operations, and $85 million of other expenses. (2)Equity accounted Adjusted EBITDA corresponds to the Adjusted EBITDA attributable to the partnership that is generated by our investments in associates and joint ventures accounted for using the equity method. (3)Amounts attributable to non-controlling interests are calculated based on the economic ownership interests held by the non-controlling interests in consolidated subsidiaries. Brookfield Business Corporation 85 The following table reconciles Adjusted EBITDA to net income (loss) for the year ended December 31, 2023. Year ended December 31, 2023 (US$ MILLIONS) Business services Infrastructure services Industrials Corporate Total Net income (loss) $ 602 $ 3,616 $ (245) $ (196) $ 3,777 Add or subtract the following: Depreciation and amortization expense 1,045 1,174 1,373 — 3,592 Impairment reversal (expense), net 656 (13) 188 — 831 Gain (loss) on dispositions, net (720) (3,916) (50) — (4,686) Other income (expense), net (1) (138) (90) 396 10 178 Income tax (expense) recovery 245 (6) (218) (76) (55) Equity accounted income (loss) (25) (51) (56) — (132) Interest income (expense), net 1,031 1,051 1,369 145 3,596 Equity accounted Adjusted EBITDA (2) 61 183 63 — 307 Amounts attributable to non-controlling interests (3) (1,857) (1,095) (1,965) — (4,917) Adjusted EBITDA $ 900 $ 853 $ 855 $ (117) $ 2,491 ____________________________________ (1)Other income (expense), net corresponds to amounts that are not directly related to revenue earning activities and are not normal, recurring income or expenses necessary for business operations. The components of other income (expense), net include a $247 million loss related to a fair value adjustment as a result of the reclassification of our graphite electrode operation as a financial asset, $93 million of net revaluation gains, $246 million of business separation expenses, stand-up costs and restructuring charges, $116 million in transaction costs, $446 million of net gains on debt modification and extinguishment, $35 million of expenses for employee incentive payments linked to the realization of value at our operations, and $73 million of other expenses. (2)Equity accounted Adjusted EBITDA corresponds to the Adjusted EBITDA attributable to the partnership that is generated by our investments in associates and joint ventures accounted for using the equity method. (3)Amounts attributable to non-controlling interests are calculated based on the economic ownership interests held by the non-controlling interests in consolidated subsidiaries. Discussion of reconciling items 2025 vs. 2024 Depreciation and amortization expense includes depreciation of PP&E, amortization of intangible assets and depletion related to our energy assets. The depreciation and amortization expense in our infrastructure services segment is mainly due to the amortization of intangibles at our modular building leasing services and our lottery services operation and the depreciation of vessels at our offshore oil services operation. The depreciation and amortization expense in our industrials segment is primarily related to the depreciation of PP&E and amortization of intangibles at our advanced energy storage operation and our engineered components manufacturing operation. Depreciation and amortization expense in our business services segment is primarily due to amortization of intangible assets in our dealer software and technology services operation. Depreciation and amortization expense is generally consistent period-over-period with large changes typically attributable to the addition or disposal of depreciable assets and the impact of foreign exchange movements. Depreciation and amortization expense decreased by $174 million to $3,030 million for the year ended December 31, 2025 compared to $3,204 million for the year ended December 31, 2024. The decrease is primarily due to recent dispositions including our offshore oil services’ shuttle tanker operation in January 2025 and the deconsolidation of our healthcare services operation in May 2025, partially offset by higher contribution from our advanced energy storage operation. Impairment reversal (expense), net decreased by $893 million to $88 million for the year ended December 31, 2025 compared to $981 million for the year ended December 31, 2024. The net impairment expense in the current year primarily relates to an impairment of goodwill recognized within our solar power solutions due to revised expectations of cash flows as a result of increased competition and challenging market conditions. Gain (loss) on dispositions, net decreased by $367 million to a net gain of $325 million for the year ended December 31, 2025 compared to a net gain of $692 million for the year ended December 31, 2024. The decrease was primarily driven by a $483 million gain recognized in the prior period related to the disposition of our road fuels operation. 86 Brookfield Business Corporation Income tax (expense) recovery, net was a net income tax expense of $93 million for the year ended December 31, 2025 compared to net income tax recovery of $301 million for the year ended December 31, 2024. The decrease in deferred income tax recovery was primarily due to non-recurring deferred tax recoveries in the prior period relating to a litigation settlement at our dealer software and technology services operation and tax benefits recognized within our advanced energy storage operation, partially offset by a derecognition of deferred tax assets within our healthcare services in the prior period. Interest expense, net increased by $35 million to $3,139 million for the year ended December 31, 2025 compared to $3,104 million for the year ended December 31, 2024. The increase was primarily due to higher borrowings in our advanced energy storage operation and borrowings associated with our recently acquired electric heat tracing systems manufacturer. These factors were partially offset by reduced borrowings as a result of dispositions completed over the last twelve months and the repayment of borrowings on our corporate credit facilities in the first quarter of 2025. Amounts attributable to non-controlling interests decreased by $292 million to $5,125 million for the year ended December 31, 2025 compared to $5,417 million for the year ended December 31, 2024. The decrease in amounts attributable to non-controlling interests was primarily due to higher tax benefits of $1,341 million recognized at our advanced energy storage operation in the prior year, compared to $1,071 million of tax benefits recognized in the current year, combined with the acquisition of our electric heat tracing systems manufacturer in January 2025, partially offset by the impact of dispositions completed in the year. 2024 vs. 2023 Depreciation and amortization expense includes depreciation of PP&E, amortization of intangible assets and depletion related to our energy assets. The depreciation and amortization expense in our infrastructure services segment is mainly due to the amortization of intangibles at our modular building leasing services and our lottery services operation and the depreciation of vessels at our offshore oil services operation. The depreciation and amortization expense in our industrials segment is primarily related to the depreciation of PP&E and amortization of intangibles at our advanced energy storage operation and our engineered components manufacturing operation. Depreciation and amortization expense in our business services segment is primarily due to amortization of intangible assets in our dealer software and technology services operation. Depreciation and amortization expense is generally consistent period-over-period with large changes typically attributable to the addition or disposal of depreciable assets and the impact of foreign exchange movements. Depreciation and amortization expense decreased by $388 million to $3,204 million for the year ended December 31, 2024 compared to $3,592 million for the year ended December 31, 2023. The decrease is primarily due to the disposition of our nuclear technology services operation in November 2023. Impairment reversal (expense), net increased by $150 million to $981 million for the year ended December 31, 2024 compared to $831 million for the year ended December 31, 2023. The net impairment expense in the current year relates to an impairment of goodwill recognized within our healthcare services due to revised expectations of cash flows as a result of updated estimates for hospital admissions, revenue rates and operating costs, and an impairment of property, plant and equipment within our natural gas production due to a decline in forecast natural gas prices. Gain (loss) on dispositions, net decreased by $3,994 million to a net gain of $692 million for the year ended December 31, 2024 compared to a net gain of $4,686 million for the year ended December 31, 2023. The decrease was primarily driven by a $3,902 million gain recognized in 2023 related to the disposition of our nuclear technology services operation. Income tax (expense) recovery, net was a net income tax recovery of $301 million for the year ended December 31, 2024 compared to $55 million for the year ended December 31, 2023. The increase in income tax recovery was primarily driven by an increase in deferred tax assets within our advanced energy storage operation due to tax benefits recorded in 2024, combined with lower taxable income within our dealer software and technology services operation and lower income tax expense in our operations due to dispositions completed in 2023. Interest expense, net decreased by $492 million to $3,104 million for the year ended December 31, 2024 compared to $3,596 million for the year ended December 31, 2023. The increase was primarily due to reduced borrowings within our operations as a result of dispositions and the impact of refinancings which lowered the cost of debt at select operations. Amounts attributable to non-controlling interests increased by $500 million to $5,417 million for the year ended December 31, 2024 compared to $4,917 million for the year ended December 31, 2023. The increase is primarily due to non-controlling interest’s share of the $1,341 million tax benefits recognized at our advanced energy storage operation. The benefit was recorded as a reduction to direct operating costs in 2024. This increase was partially offset by the disposition of our road fuels operation in July 2024, combined with the deconsolidation of our payment processing services operation and the impact of business dispositions completed in 2024 and 2023. Brookfield Business Corporation 87 The following table presents equity attributable to LP Units, GP Units, Redemption-Exchange Units, BBUC exchangeable shares and Special LP Units to equity attributable to Unitholders for the periods indicated. Year ended December 31, (US$ MILLIONS) 2025 2024 Limited partners $ 2,294 $ 1,752 General partner — — Non-controlling interests attributable to: Redemption-exchange units 1,350 1,644 Special LP Units — — BBUC exchangeable shares 1,807 1,721 Equity attributable to Unitholders $ 5,451 $ 5,117 The following table is a summary of our equity attributable to Unitholders by segment as at December 31, 2025 and December 31, 2024. This is determined based on the partnership’s economic ownership interest in the equity within each portfolio company. The partnership’s economic ownership interest in the equity within each portfolio company excludes amounts attributable to non-controlling interests consistent with how the partnership determines the carrying value of equity in its consolidated statements of financial position. Equity attributable to Unitholders reconciles to limited partners, redemption-exchange units, special limited partners and BBUC exchangeable shares in the consolidated statements of financial position. (US$ MILLIONS) Business services Infrastructure services Industrials Corporate Total December 31, 2025 $ 3,678 $ 3,024 $ 3,135 $ (4,386) $ 5,451 December 31, 2024 $ 3,473 $ 3,295 $ 2,352 $ (4,003) $ 5,117 5.B LIQUIDITY AND CAPITAL RESOURCES Liquidity and capital requirements are managed through cash flows from operations, use of credit facilities, opportunistically monetizing mature operations and refinancing existing debt. The Corporation aims to maintain sufficient financial liquidity to meet our ongoing operating requirements and to fund debt service payments, recurring expenses, required capital expenditures, and acquisition opportunities as they arise. In addition, an integral part of our strategy is to pursue acquisitions through Brookfield-led consortium arrangements with institutional partners or strategic partners, and to form partnerships to pursue acquisitions on a specialized or global basis. Brookfield has an established track record of leading such consortiums and partnerships and actively managing underlying assets to improve performance. Overall, we believe our liquidity profile is strong, positioning us and our businesses well to take advantage of accretive investment opportunities. Our principal sources of liquidity are financial assets, undrawn credit facilities, cash flows from operations, monetizations of businesses, and access to public and private capital markets. 88 Brookfield Business Corporation The following table presents non-recourse borrowings in subsidiaries of the partnership by segment as at December 31, 2025 due over the next five years: (US$ MILLIONS) Business services Infrastructure services Industrials Total borrowings 2026 $ 1,121 $ 73 $ 174 $ 1,368 2027 3,229 807 356 4,392 2028 1,675 1,328 3,376 6,379 2029 6,087 3,023 1,288 10,398 2030 194 825 4,257 5,276 Thereafter 2,848 2,735 9,566 15,149 Total - principal repayments $ 15,154 $ 8,791 $ 19,017 $ 42,962 Deferred financing costs and other accounting adjustments (195) (121) (222) (538) Total - December 31, 2025 14,959 8,670 18,795 42,424 Total - December 31, 2024 $ 15,800 $ 7,736 $ 13,184 $ 36,720 As at December 31, 2025, the partnership had non-recourse borrowings in subsidiaries of $42,424 million compared to $36,720 million as at December 31, 2024. Non-recourse borrowings in subsidiaries of the partnership comprised the following: (US$ MILLIONS) December 31, 2025 December 31, 2024 Term loans $ 21,852 $ 17,372 Notes and debentures 13,073 11,983 Credit facilities (1) 3,714 3,063 Securitization program (2) 2,528 3,284 Project financing 1,257 1,018 Total non-recourse borrowings in subsidiaries of the partnership $ 42,424 $ 36,720 ____________________________________ (1)Includes borrowings made under subscription facilities of Brookfield-sponsored private equity funds. (2)Our securitization program is related to the securitization of residential mortgages at our Australian asset manager and lender, and securitization at our Indian non-banking financial services operation. The partnership has financing arrangements within its operating businesses that trade in public markets or are held at major financial institutions. The financing arrangements of the partnership’s operating businesses totaled $42,424 million as at December 31, 2025, compared to $36,720 million as at December 31, 2024. The increase of $5,704 million was primarily due to $5 billion of new debt raised at our advanced energy storage operation to fund a special distribution to owners, of which the partnership's share was approximately $1.2 billion, combined with the recent acquisition of our electric heat tracing systems manufacturer. As at December 31, 2025, we had $43,749 million in total borrowings with an additional capacity of $8,782 million in undrawn credit facilities at the corporate and subsidiary level. This debt has varying maturities ranging from less than one year to 55 years. The weighted average maturity of total borrowings as at December 31, 2025 was 5.7 years and the weighted average interest rate on debt outstanding was 7.3%, including the impact of hedges. Approximately 68% of our non-recourse borrowings are either fixed or hedged through derivatives or naturally hedged within our operations. The use of credit facilities, term loans and debt securities is primarily related to ongoing operations, capital expenditures and to fund acquisitions. Interest rates charged on these facilities are based on market interest rates. The majority of borrowings drawn are not subject to financial maintenance covenants, however, some are subject to fixed charge coverage ratios, leverage ratios and minimum equity or liquidity covenants. As at December 31, 2025, the partnership’s operations were in compliance with all material covenant requirements and we continue to work with our businesses to monitor performance against such covenant requirements. Brookfield Business Corporation 89 The partnership has bilateral credit facilities backed by large global banks that continue to be highly supportive of our business. The credit facilities are available in Euros, British pounds, Australian, U.S. and Canadian dollars. Advances under the credit facilities bear interest at the specified SOFR, SONIA, EURIBOR, CORRA or BBSY rate plus 2.50%, or the specified base rate or prime rate plus 1.50%. The credit facilities require us to maintain a minimum tangible net worth and deconsolidated debt-to-capitalization ratio at the corporate level. The total capacity on the bilateral credit facilities is $2,350 million with a maturity date of June 29, 2030, and the partnership had $1,020 million available as at December 31, 2025. The partnership also has a revolving acquisition credit facility with Brookfield that permits borrowings of up to $1 billion. The credit facility is guaranteed by the partnership, the Holding LP and certain of our subsidiaries. The credit facility is available in U.S. or Canadian dollars, and advances are made by way of SOFR, CORRA, base rate or prime rate loans. The credit facility bears interest at the specified SOFR or CORRA rate plus 3.45%, or the specified base rate or prime rate plus 2.45%. The credit facility requires us to maintain a minimum deconsolidated net worth and contains restrictions on the ability of the borrowers and the guarantors to, among other things, incur certain liens or enter into speculative hedging arrangements. The maturity date of the credit facility is April 27, 2030, subject to automatic one year extensions occurring on April 27 of each year unless Brookfield provides written notice of its intention not to further extend their prevailing maturity date. The total available amount on the credit facility will decrease to $500 million on April 27, 2026. As at December 31, 2025, the credit facility remained undrawn. The partnership also has deposit agreements with Brookfield whereby we may place funds on deposit with Brookfield and whereby Brookfield may place funds on deposit with the partnership. Any deposit balance due to the partnership is due on demand and bears interest at SOFR plus 40 basis points. Any deposit balance due to Brookfield is due on demand and bears interest at SOFR plus 160 basis points, subject to the terms of such interest more particularly described in the deposit agreement. As at December 31, 2025, the amount of the deposit from Brookfield was $nil (2024: $nil) and the amount on deposit with Brookfield was $nil (2024: $nil). The partnership has an agreement with Brookfield to subscribe for up to $1.5 billion of perpetual preferred equity securities, whereby proceeds are available for us to draw upon for future growth opportunities as they arise. Brookfield has the right to cause the partnership to redeem the preferred securities at par to the extent of any asset sales, financings or equity issuances. Brookfield has the right to waive its redemption option. As at December 31, 2025, the amount subscribed from subsidiaries of the partnership was $725 million (2024: $725 million) with an annual dividend of 7%. The remaining capacity on the commitment agreement with Brookfield is $25 million, expiring on December 31, 2026. For the year ended December 31, 2025, distributions of $52 million have been declared on the perpetual preferred equity securities (2024: $52 million). The table below outlines the partnership’s consolidated net debt-to-capital ratio as at December 31, 2025 and 2024: (US$ MILLIONS, except as noted) December 31, 2025 December 31, 2024 Corporate borrowings $ 1,325 $ 2,142 Non-recourse borrowings in subsidiaries of the partnership 42,424 36,720 Cash and cash equivalents (3,546) (3,239) Net debt $ 40,203 $ 35,623 Total equity 15,311 17,308 Total capital $ 55,514 $ 52,931 Net debt-to-capital ratio 72% 67% The partnership’s general partner has implemented a distribution policy pursuant to which we intend to make quarterly cash distributions in an initial amount currently anticipated to be approximately $0.25 per unit on an annualized basis. On March 12, 2026, the partnership’s board of directors declared a quarterly distribution in the amount of $0.0625 per unit payable on March 31, 2026 to Unitholders of record as at the close of business on March 23, 2026. After giving effect to the Arrangement, the Corporation has implemented a dividend policy pursuant to which the Corporation intends to make quarterly cash dividends in an initial amount currently anticipated to be approximately $0.25 per Class A Share on an annualized basis. During the fourth quarter of 2025, the volume-weighted average price per LP Unit was $33.81 and above the previous incentive distribution threshold of $31.53 per LP Unit, which resulted in a total incentive distribution of $95 million (2024: $nil). The incentive distribution threshold as at December 31, 2025 was $33.81 per LP Unit. After giving effect to the Arrangement, the incentive dividend threshold on the Special Shares was $33.81 per Class A Share. 90 Brookfield Business Corporation Cash Flow We believe that we have sufficient liquidity and access to capital resources and will continue to use our available liquidity and capital resources to fund our operations and to finance anticipated acquisitions and other material cash requirements. Our future capital resources include cash flow from operations, borrowings, proceeds from asset monetizations and proceeds from potential future equity issuances, if any. As at December 31, 2025, the partnership had cash and cash equivalents of $3,546 million, compared to $3,239 million as at December 31, 2024 and $3,252 million as at December 31, 2023. The net cash flows for the years ended December 31, 2025, 2024 and 2023 were as follows: Year ended December 31, (US$ MILLIONS) 2025 2024 2023 Cash flow provided by (used in) operating activities $ 3,230 $ 3,281 $ 2,130 Cash flow provided by (used in) financing activities 72 (505) (4,371) Cash flow provided by (used in) investing activities (3,183) (2,327) 2,537 Impact of foreign exchange on cash 203 (323) 86 Net change in cash classified within assets held for sale (15) (139) — Change in cash and cash equivalents $ 307 $ (13) $ 382 Cash flow provided by (used in) operating activities Total cash flow provided by operating activities for the year ended December 31, 2025 was $3,230 million compared to cash flow provided by operating activities of $3,281 million for the year ended December 31, 2024. Net of non-cash working capital changes, the cash flow provided by operating activities was $3,216 million for the year ended December 31, 2025 compared to $3,776 million for the year ended December 31, 2024, primarily attributable to cash generated by our advanced energy storage operation, our residential mortgage insurer, our offshore oil services and our modular building leasing services. Total cash flow provided by operating activities for the year ended December 31, 2024 was $3,281 million compared to $2,130 million provided for the year ended December 31, 2023. Net of non-cash working capital changes, the cash flow provided by operating activities was $3,776 million for the year ended December 31, 2024 compared to $1,914 million for the year ended December 31, 2023, primarily attributable to cash generated by our advanced energy storage operation, our residential mortgage insurer, our dealer software and technology services operation and our modular building leasing services. Cash flow provided by (used in) financing activities Total cash flow provided by financing activities was $72 million for the year ended December 31, 2025, compared to $505 million cash flow used in financing activities for the year ended December 31, 2024. During the year ended December 31, 2025, our financing activities included net proceeds from non-recourse borrowings of the partnership of $4,740 million, primarily related to debt raised which funded the special distribution at our advanced energy storage operation and the acquisition of our electric heat tracing systems manufacturer. Financing activities also included capital provided by others who have interests in operating subsidiaries of $808 million primarily related to the acquisition of our electric heat tracing systems manufacturer. This was partially offset by $4,153 million of distributions and capital paid to others who have interests in operating subsidiaries, primarily related to the special distribution at our advanced energy storage operation, combined with net repayments of corporate borrowings of $820 million using proceeds from our advanced energy storage operation’s special distribution and the disposition of our offshore oil services’ shuttle tanker operation. Total cash flow used in financing activities was $505 million for the year ended December 31, 2024, compared to $4,371 million cash flow used by financing activities for the year ended December 31, 2023. During the year ended December 31, 2024, our financing activities included distributions and capital paid to others who have interests in operating subsidiaries of $779 million, which was primarily related to dividend distributions from our residential mortgage insurer, distributions of proceeds from the sale of our road fuels operation and dividend distributions from our Australian asset manager and lender. Financing activities also included distributions to preferred security holders of $52 million, which was partially offset by net proceeds from corporate borrowings of $710 million related to acquisitions in 2024. Brookfield Business Corporation 91 Cash flow provided by (used in) investing activities Total cash flow used in investing activities was $3,183 million for the year ended December 31, 2025, compared to cash flow used in investing activities of $2,327 million for the year ended December 31, 2024. During the year ended December 31, 2025, cash flows used in investing activities were primarily related to the acquisition of our electric heat tracing systems manufacturer and the investment in our specialty consumables and equipment manufacturer. Investing activities also included capital expenditures for property, plant and equipment and intangible assets of $2,060 million primarily at our offshore oil services operation, which is contractually reimbursed by our customer, as well as at our advanced energy storage operation. This was partially offset by proceeds of $484 million received from the disposition of our offshore oil services’ shuttle tanker operation and $196 million received from the disposition of our Indian non-bank financial services’ non-core home financing operation. Total cash flow used in investing activities was $2,327 million for the year ended December 31, 2024, compared to cash flow provided by investing activities of $2,537 million for the year ended December 31, 2023. Cash flows used in investing activities were driven by capital expenditures for property, plant and equipment and intangible assets of $2,520 million primarily at our offshore oil services, which is contractually reimbursed by our customer, our advanced energy storage operation and our modular building leasing services. This was partially offset by proceeds received from the disposition of our road fuels operation and our Canadian aggregates production operation, combined with net proceeds received from the disposition of financial assets at our residential mortgage insurer in Canada. Market Risk Market risk is defined for these purposes as the risk that the fair value or future cash flows of a financial instrument held by the partnership will fluctuate because of changes in market factors. Market risk includes the risk of changes in interest rates, foreign currency exchange rates, equity prices and commodity prices. Financial instruments held by the partnership that are subject to market risk include loans and notes receivable, other financial assets, borrowings, derivative contracts, such as interest rate and foreign currency contracts, and marketable securities. Price risk As at December 31, 2025, the partnership was exposed to price risk arising from marketable securities and other financial assets, with a balance of $5,721 million (2024: $5,492 million). A 10% change in the fair value of these assets would impact the consolidated statements of comprehensive income by $572 million (2024: $549 million). Interest rate risk Interest rate risk is defined for these purposes as the risk that the fair value or future cash flows of a financial instrument held by the partnership will fluctuate because of changes in interest rates. The partnership monitors interest rate fluctuations and may enter into interest rate derivative contracts to mitigate the impact from interest rate movements. A 50 basis point increase in interest rates is expected to decrease pre-tax net income by $47 million, and a 50 basis point decrease in interest rates is expected to increase pre-tax net income by $47 million. A 50 basis point increase in interest rates is expected to increase other comprehensive income by $2 million, and a 50 basis point decrease in interest rates is expected to decrease other comprehensive income by $2 million. Foreign currency risk We have operations in international markets denominated in currencies other than the U.S. dollar, primarily the Australian dollar, the Canadian dollar, the Brazilian real and Euros. As a result, we are subject to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. We structure our operations such that foreign operations are primarily conducted by entities with a functional currency which is the same as the economic environment in which the operations take place. As a result, the net income impact to the partnership of currency risk associated with financial instruments is limited as its financial assets and liabilities are generally denominated in the same currency as the functional currency of the subsidiary that holds the financial instrument. However, we are exposed to foreign currency risk on the net assets of the partnership’s foreign currency denominated operations and foreign currency denominated debt. We manage foreign currency risk through hedging contracts, typically foreign exchange forward contracts. There is no assurance that hedging strategies, to the extent used, will fully mitigate the risk. 92 Brookfield Business Corporation The table below outlines the impact on pre-tax net income and other comprehensive income of a 10% increase to the exchange rates relative to the U.S. dollar: 2025 2024 2023 (US$ MILLIONS) OCI Net Income OCI Net Income OCI Net Income USD/AUD $ 41 $ 4 $ 33 $ (14) $ 84 $ — USD/CAD 86 3 5 9 115 10 USD/BRL 59 40 37 6 23 (1) USD/EUR 89 (92) 89 (72) 109 (19) USD/Other 136 64 122 187 111 59 A 10% decrease to the exchange rates relative to the U.S. dollar is expected to have an equal but opposite impact on pre-tax net income and other comprehensive income to that described in the table above. Refer to Note 27 “Financial Risk Management” for further details, in addition to Note 4, “Fair Value of Financial Instruments” and Note 26, “Derivative Financial Instruments” in our consolidated financial statements included in this Form 20-F. To the extent that we believe it is economical to do so, our strategy is to hedge all or a portion of our equity investments and/or cash flows exposed to foreign currencies by the partnership. The partnership’s foreign currency hedging policy includes leveraging any natural hedges that may exist within our operations, utilizing local currency debt financing to the extent possible, and utilizing derivative contracts to minimize any residual exposures where natural hedges are insufficient. The following table presents a summary as at December 31, 2025 of partnership Unitholder equity positions by functional currency and our derivative contract net investment hedges: Net Unitholder Equity by Functional Currency (US$ MILLIONS) CAD AUD BRL GBP EUR INR Other Net Equity $ 832 $ 813 $ 588 $ 564 $ 924 $ 150 $ 1,580 FX Contacts - US$ (602) (403) — — (33) (56) — As at December 31, 2025, approximately 24% of partnership Unitholder equity with foreign currency exposure was hedged using derivative contracts. Commodity price risk As certain of the partnership’s operating subsidiaries are exposed to commodity price risk, the fair value of financial instruments will fluctuate as a result of changes in commodity prices. A 10 basis point increase or decrease in commodity prices, as it relates to financial instruments, is not expected to have a material impact on the partnership’s net income and other comprehensive income. Our commodity exposure is primarily in our industrials segment. We hedge this exposure where appropriate. Related Party Transactions We entered into a number of related party transactions with Brookfield as described in Item 7.B, “Related Party Transactions” of this Form 20-F as well as in Note 25 in our consolidated financial statements included in this Form 20-F. Critical Accounting Policies, Estimates and Judgments The preparation of financial statements requires management to make critical judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses that are not readily apparent from other sources, during the reporting period. These estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Brookfield Business Corporation 93 Critical judgments made by management and utilized in the normal course of preparing the partnership’s annual consolidated financial statements are outlined below. Following the Arrangement the below disclosure will apply to the Corporation in the normal course of preparing the Corporation’s consolidated financial statements. For further reference on accounting policies, critical judgments and estimates, see our “Material Accounting Policy Information” contained in Note 2 of our annual consolidated financial statements as at December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, included in this Form 20-F. Business combinations The partnership accounts for business combinations using the acquisition method of accounting. The allocation of fair values to assets acquired and liabilities assumed through an acquisition requires numerous estimates that affect the valuation of certain assets and liabilities acquired including discount rates, customer attrition rates and estimates of future operating costs, revenues, commodity prices, capital costs and other factors. The determination of the fair values may remain provisional during the measurement period due to the time required to obtain independent valuations of individual assets and to complete assessments of provisions. When the accounting for a business combination has not been completed as of the reporting date, the partnership will disclose that fact in the consolidated financial statements, including observations on the estimates and judgments made as of the reporting date. Determination of control The partnership consolidates an investee when it controls the investee, with control existing if, and only if, the partnership has power over the investee; exposure or rights to variable returns from its involvement with the investee; and the ability to use that power over the investee to affect the amount of the partnership’s returns. In determining if the partnership has power over an investee, judgments are made when identifying which activities of the investee are relevant in significantly affecting returns of the investee and the extent of existing rights that give the partnership the current ability to direct the relevant activities of the investee. Judgments are made as to the amount of potential voting rights that provide voting powers, the existence of contractual relationships that provide voting power and the ability for the partnership to appoint directors. The partnership enters into voting agreements which provide it the ability to contractually direct the relevant activities of the investee (referred to as “power” within IFRS 10, Consolidated Financial Statements). In assessing if the partnership has exposure or rights to variable returns from its involvement with the investee, judgments are made concerning whether returns from an investee are variable and how variable those returns are on the basis of the substance of the arrangement, the magnitude of those returns and the magnitude of those returns relative to others, particularly in circumstances where the partnership’s voting interest differs from the ownership interest in an investee. In determining if the partnership has the ability to use its power over the investee to affect the amount of its returns, judgments are made when the partnership is an investor as to whether the partnership is a principal or agent and whether another entity with decision making rights is acting as the partnership’s agent. If it is determined that the partnership is acting as an agent, as opposed to a principal, the partnership does not control the investee. Common control transactions IFRS 3 does not include specific measurement guidance for the acquisition of a business from an entity that is under common control. Accordingly, the partnership has developed an accounting policy to account for such transactions taking into consideration other guidance in IFRS Accounting Standards and pronouncements of other standard-setting bodies. The partnership’s policy is to record assets and liabilities recognized as a result of an acquisition of a business from an entity that is under common control at the carrying values in the transferor’s financial statements. Indicators of impairment Judgment is applied when determining whether indicators of impairment exist when assessing the carrying values of the partnership’s assets, including the determination of the partnership’s ability to hold financial assets, the estimation of a cash-generating unit’s future revenues and direct costs, the determination of discount rates, and when an asset’s or cash-generating unit’s carrying value is above its recoverable amount. For some of the partnership’s assets, forecasting the recoverability and economic viability of property and equipment requires an estimate of reserves. The process for estimating reserves is complex and requires significant interpretation and judgment. It is affected by economic conditions, production, operating and development activities, and is performed using available geological, geophysical, engineering and economic data. 94 Brookfield Business Corporation Revenue recognition Judgment is applied where certain of the partnership’s subsidiaries use the cost-to-cost method to account for their contract revenue. The stage of completion is measured by reference to actual costs incurred to date as a percentage of estimated total costs for each contract. Significant assumptions are required to estimate the total contract costs and the recoverable variation works that affect the stage of completion and the contract revenue, respectively. In making these estimates, management has relied on past experience or the work of experts, where necessary. Judgment is also applied where certain of the partnership’s subsidiaries generate revenues from contracts with multiple performance obligations. The partnership applies judgment in order to identify and determine the number of performance obligations, estimate the total transaction price, determine the allocation of the transaction price to each identified performance obligation, and determine the appropriate method and timing of revenue recognition. Financial instruments Judgments inherent in accounting policies relating to derivative financial instruments relate to applying the criteria to the assessment of the effectiveness of hedging relationships and estimates and assumptions used in determining the fair value of financial instruments, such as: equity or commodity prices; future interest rates; the creditworthiness of the partnership relative to its counterparties; the credit risk of the partnership’s counterparties; estimated future cash flows; discount rates and volatility utilized in option valuations. Decommissioning liabilities Decommissioning costs will be incurred at the end of the operating life of some of the partnership’s oil and gas facilities, mining properties and manufacturing facilities. These obligations are typically many years in the future and require judgment to estimate. The estimate of decommissioning costs can vary in response to many factors including changes in relevant legal, regulatory, and environmental requirements, the emergence of new restoration techniques or experience at other production sites. Inherent in the calculations of these costs are assumptions and estimates including the ultimate settlement amounts, inflation factors, discount rates, and timing of settlements. Insurance contracts The partnership has applied critical judgments and estimates in the application of IFRS 17, including: (i) estimates and underlying assumptions in determining fulfillment cash flows related to the liability for remaining coverage; (ii) discount rate used to account for time value of money for all cash flows; (iii) the estimated risk adjustment for non-financial risk; (iv) timing of revenue recognition for the liability for remaining coverage; (v) estimated cash flows for settling claims; and (vi) estimated recoveries including recoveries from real estate included in the liability for incurred claims, based on third party property appraisals or other types of third party valuations deemed to be appropriate for a particular property in the event of default. Measurement of expected credit losses The partnership exercises judgment when determining expected credit losses on financial assets. Judgment is applied in the determination of probability-weighted expected cash flows, the probability of default of borrowers, and in selecting forward looking information to determine increase in credit risk and other risk parameters. Uncertainty of income tax treatments The partnership applies IFRIC 23. The interpretation requires an entity to assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an entity in its income tax filings and to exercise judgment in determining whether each tax treatment should be considered independently or whether some tax treatments should be considered together. The decision should be based on which approach provides better predictions of the resolution of the uncertainty. An entity is required to make its assessment assuming that the taxation authority with the right to examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information when doing so. Going concern Brookfield Business Corporation 95 In assessing whether the going concern assumption is appropriate and whether there are material uncertainties that cast significant doubt on the partnership’s ability to continue as a going concern, management has made certain estimates and assumptions about future cash flows. These judgments considered various forward-looking factors, such as forecasted cash flows, access to financing and liquidity reserves, planned capital expenditures and debt repayment obligations. The assumptions underlying this assessment are based on actual operating results and the most relevant available information about the future, including the partnership’s strategic initiatives and business plans and may be affected by market conditions, regulatory developments, and macroeconomic risks. Other Other estimates and assumptions utilized in the preparation of the partnership’s consolidated financial statements are: depreciation and amortization rates and useful lives; estimation of recoverable amounts of assets and cash-generating units for impairment assessment of long-lived assets and goodwill; and the ability of the partnership to utilize tax losses and other tax measurements. Other critical judgments include the determination of the functional currency of the partnership’s subsidiaries. U.S. legislation for domestic energy production and manufacturing On August 16, 2022, the United States enacted laws providing incentives for domestic energy production and manufacturing. In December 2023, the United States Department of the Treasury issued proposed regulations, which were subsequently finalized in October 2024, that provided guidance in determining eligibility to claim tax benefits. The tax benefits are available for qualifying activities from 2023 to 2032, subject to phase out beginning in 2030. For qualified business activities in the partnership’s advanced energy storage operation beginning in its fiscal year 2024, these tax benefits are eligible to be refundable or transferable, and therefore the benefits are accounted for in accordance with IAS 20. IAS 20 permits a policy choice to present benefits of a similar nature as income or an offset to a related expense. The partnership has elected to present these benefits as a reduction to direct operating costs. During the year ended December 31, 2025, the partnership recorded a cumulative benefit of $1,071 million (December 31, 2024: $1,341 million and December 31, 2023: $nil). Future Changes in Accounting Policies (i).Amendments to IFRS 9, Financial Instruments (“IFRS 9”) and IFRS 7, Financial Instruments: Disclosures (“IFRS 7”) - Classification and Measurement of Financial Instruments In May 2024, the IASB issued amendments which clarify the requirements for the timing of recognition and derecognition of financial liabilities settled through an electronic cash transfer system, add further guidance for assessing the contractual cash flow characteristics of financial assets with contingent feature, and add new or amended disclosures relating to investments in equity instruments designated at FVOCI and financial instruments with contingent features. The amendments to IFRS 9 and IFRS 7 are effective for periods beginning on or after January 1, 2026, with early adoption permitted. The partnership has assessed these amendments and determined that they are not expected to have a material impact on the consolidated financial statements, other than additional disclosures relating to equity instruments designated at FVOCI, once effective. (ii).IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”) In April 2024, the IASB issued IFRS 18 to replace IAS 1 Presentation of Financial Statements (“IAS 1”). IFRS 18 is effective for periods beginning on or after January 1, 2027, with early adoption permitted. IFRS 18 aims to improve financial reporting by requiring additional defined subtotals in the statement of profit or loss, requiring disclosures about management-defined performance measures, and adding new principles for the aggregation and disaggregation of items. The partnership is currently assessing the impact of these amendments. There are currently no other future changes to IFRS Accounting Standards with expected material impacts on the partnership. Off-Balance Sheet Arrangements In the normal course of operations, our operating subsidiaries have bank guarantees, insurance bonds and letters of credit outstanding to third parties. As at December 31, 2025, the total outstanding amount was approximately $2.1 billion. If these letters of credit or bonds are drawn upon, our operating subsidiaries will be obligated to reimburse the issuer of the letter of credit or bonds. The partnership does not conduct its operations, other than those of equity accounted investments, through entities that are not consolidated in the consolidated financial statements and has not guaranteed or otherwise contractually committed to support any material financial obligations not reflected in the consolidated financial statements. 96 Brookfield Business Corporation Our construction operation and other operations may be called upon to give, in the ordinary course of business, guarantees and indemnities in respect of the performance of controlled entities, associates and related parties of their contractual obligations. Any known losses have been brought to account. In the normal course of operations, our operating subsidiaries will execute agreements that provide for indemnification and guarantees to third parties in transactions such as business dispositions and acquisitions, construction projects, capital projects, and sales and purchases of assets and services. We have also agreed to indemnify our directors and certain of our officers and employees. The nature of substantially all of the indemnification undertakings prevents us from making a reasonable estimate of the maximum potential amount that we could be required to pay third parties, as many of the agreements do not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, we have made no significant payments under such indemnification agreements. In addition, we have also entered into indemnity agreements with Brookfield that relate to certain construction projects in the Middle East region that have been in place for several years. Under these indemnity agreements, Brookfield has agreed to indemnify us or refund us, as appropriate, for the receipt of payments relating to such projects. From time to time, we may be contingently liable with respect to litigation and claims that arise in the normal course of operations. In our construction operation, this may include litigation and claims from clients or subcontractors, in addition to our associated counterclaims. Our dealer software and technology services operation has become subject to several class action lawsuits in connection with the cybersecurity incident and the operation may be subject to further lawsuits, claims, inquiries or investigations. We believe that the legal proceedings are without merit and intend to vigorously contest them. On an ongoing basis, we assess the potential impact of these events. Aside from the costs to defend against these claims, the potential loss amount from these claims cannot be measured and is not probable at this time. Contractual Obligations An integral part of the partnership’s strategy is to participate with institutional investors in Brookfield-sponsored private equity funds that target acquisitions that suit the partnership’s investment mandate. In the normal course of business, the partnership has made commitments to Brookfield-sponsored private equity funds to participate in these target acquisitions in the future, if and when identified. For information regarding our partnership’s commitments in respect of pending acquisitions, see Item 4.A, “History and Development of the Company”. In the ordinary course of business, we enter into contractual arrangements that may require future cash payments. The table below outlines our undiscounted contractual obligations as at December 31, 2025: Payments as at December 31, 2025 (US$ MILLIONS) Total < 1 Year 1-2 Years 3-5 Years 5+ Years Borrowings $ 44,292 $ 1,368 $ 4,392 $ 23,383 $ 15,149 Interest expense 15,162 2,739 2,701 5,274 4,448 Lease liabilities 957 241 200 265 251 Decommissioning liabilities 783 5 6 25 747 Commitments for capital expenditures (1) 533 452 26 55 — Pension obligations 361 28 28 85 220 Total $ 62,088 $ 4,833 $ 7,353 $ 29,087 $ 20,815 ____________________________________ (1)Includes approximately $424 million of contractual commitments in the form of shipbuilding contracts at our offshore oil services. The capital expenditures relate to a customer contract and will be funded by proceeds to be contractually received from the customer. 5.C RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. Not applicable. 5.D TREND INFORMATION See Item 5.A, “Operating Results”. 5.E CRITICAL ACCOUNTING ESTIMATES See Item 5.B, “Liquidity and Capital Resources - Critical Accounting Policies, Estimates and Judgments”. Brookfield Business Corporation 97