Brookfield Business Partners L.P. (Form: 6-K, Received: 06/20/2019 17:11:51)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2019

Commission File Number: 001-37775

BROOKFIELD BUSINESS PARTNERS L.P.

(Exact name of registrant as specified in its charter)

73 Front Street, 5th Floor

Hamilton, HM 12 Bermuda

(441) 294-3309

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

The information contained in this Form 6-K is incorporated by reference into the registrant’s registration statement on Form F-3: File No. 333-220346.

DOCUMENTS FILED AS PART OF THIS FORM 6-K

See the Exhibit Index to this Form 6-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 20, 2019

	BROOKFIELD BUSINESS PARTNERS, L.P.,
	by its general partner, BROOKFIELD BUSINESS
	PARTNERS LIMITED


	By:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Corporate Secretary

EXHIBIT INDEX

EXHIBIT		DESCRIPTION

99.1		Unaudited condensed pro forma financial statements of Brookfield Business Partners L.P. as of March 31, 2019 and for the periods ended March 31, 2019 and December 31, 2018.

99.2		Unaudited combined financial statements of the Power Solutions Business of Johnson Controls International plc as of and for the three months ended March 31, 2019.

99.3		Consent of Independent Auditors of PricewaterhouseCoopers LLP (in respect of Toshiba Nuclear Energy Holdings (US) Inc. and Toshiba Nuclear Energy Holdings (UK) Ltd.).

99.4		Consent of Independent Auditors of PricewaterhouseCoopers LLP (in respect of the Power Solutions Business of Johnson Controls International plc).

Exhibit 99.1

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

In fiscal 2018 Brookfield Business Partners L.P. (the “partnership”) entered into the following transactions (the “Transactions”):

· On August 1, 2018, the partnership, together with institutional investors, completed the acquisition of Toshiba Nuclear Energy Holdings (US) Limited and Toshiba Nuclear Energy Holdings (UK) Limited (collectively “Westinghouse”) for total consideration of $3.8 billion. The acquisition was funded with $2.9 billion in long-term debt and $920 million in cash. The partnership acquired its share which amounted to a 44% economic interest and a 100% voting interest in Westinghouse for consideration of $1.7 billion, comprised of approximately $405 million of cash and approximately $1.3 billion of long-term debt financing.

· On April 30, 2019, the partnership, together with its institutional partners and the Caisse de dépôt et placement du Québec completed the acquisition of 100% of the power solutions business of Johnson Controls plc (“Power Solutions”) for $13.2 billion. The acquisition was funded with approximately $10.2 billion in long-term debt and $3.0 billion in cash. The partnership acquired its share of Power Solutions (known as Clarios following closing) which amounted to an approximate 25% economic interest for consideration comprised of $750 million of cash and approximately $2.4 billion of long term debt financing.

· On November 26, 2018, the partnership disposed of its equity accounted investment in Quadrant Energy for proceeds of $229 million before taxes.

These unaudited pro forma financial statements have been prepared to illustrate the effects of the Transactions. The information in the unaudited pro forma statement of operating results gives effect to these transactions as if they had occurred on January 1, 2018. The information in the unaudited pro forma statement of financial position gives effect to these transactions as if they had occurred on March 31, 2019.

All financial data in the unaudited pro forma financial statements is presented in US dollars and has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The unaudited pro forma financial statements have been derived by the application of pro forma adjustments to the historical financial information of the partnership and the Transactions. The historical information has been adjusted in the unaudited pro forma financial statements to give effect to pro forma adjustments that are (1) directly attributable to the Transactions, (2) factually supportable, and (3) with respect to the unaudited pro forma statement of operating results, expected to have a continuing impact on the results of the partnership.

The unaudited pro forma financial statements are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable. The notes to the unaudited pro forma financial statements provide a detailed discussion of how such adjustments were derived and presented in the unaudited pro forma financial statements. The unaudited pro forma financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the financial position or results of operations of the partnership had the Transactions for which the partnership is giving pro forma effect actually occurred on the dates or for the periods indicated, nor is such unaudited pro forma financial information necessarily indicative of the results to be expected for any future period. A number of factors may affect our results.

UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION

US$ MILLIONS March 31, 2019	Brookfield Business Partners L.P.		Power Solutions acquisition		Pro forma
Notes			(2)
Assets
Cash and cash equivalents	$	1,540	$	45	$	1,585
Financial assets	587		—		587
Accounts and other receivable, net	4,168		1,228		5,396
Inventory, net	1,595		1,760		3,355
Assets held for sale	1,005		—		1,005
Other assets	1,178		199		1,377
Current assets	10,073		3,232		13,305
Financial assets	670		—		670
Accounts and other receivable, net	844		—		844
Other assets	473		28		501
Property, plant and equipment	7,789		2,856		10,645
Deferred income tax assets	253		—		253
Intangible assets	5,169		7,155		12,324
Equity accounted investments	537		734		1,271
Goodwill	2,164		2,291		4,455
Total assets	$	27,972	$	16,296	$	44,268
Liabilities and equity
Liabilities
Accounts payable and other	$	6,799	$	1,579	$	8,378
Liabilities associated with assets held for sale	781		—		781
Borrowings	1,227		8		1,235
Current liabilities	8,807		1,587		10,394
Accounts payable and other	2,720		187		2,907
Borrowings	9,128		9,869		18,997
Deferred income tax liabilities	868		1,233		2,101
Total liabilities	21,523		12,876		34,399
Equity
Limited Partners	$	1,583	$	371	$	1,954
Non-controlling interests attributable to:
Redemption-Exchange Units, Preferred Shares and Special Limited Partnership Units held by Brookfield Asset Management Inc.	1,450		356		1,806
Interest of others in operating subsidiaries	3,416		2,693		6,109
Total equity	6,449		3,420		9,869
Total liabilities and equity	$	27,972	$	16,296	$	44,268

UNAUDITED PRO FORMA STATEMENT OF OPERATING RESULTS

US$ MILLIONS Three months ended March 31, 2019	Brookfield Business Partners L.P.			Power Solutions acquisition			Other pro-forma adjustments		Total pro-forma adjustments			Pro forma
Notes				(2)			(4)
Revenue	$	9,201		$	2,012		$	—	$	2,012		$	11,213
Direct operating costs	(8,193		)	(1,645		)	—		(1,645		)	(9,838		)
General and administrative expenses	(178		)	(57		)	—		(57		)	(235		)
Depreciation and amortization expense	(311		)	(160		)	—		(160		)	(471		)
Interest income (expense), net	(184		)	(200		)	—		(200		)	(384		)
Equity accounted income (loss), net	7			13			—		13			20
Impairment expense, net	—			—			—		—			—
Gain (loss) on acquisitions/dispositions, net	(2		)	—			—		—			(2		)
Other income (expenses), net	(90		)	—			—		—			(90		)
Income (loss) before income tax	250			(37		)	—		(37		)	213
Income tax (expense) recovery
Current	(30		)	(42		)	—		(42		)	(72		)
Deferred	(19		)	13			4		17			(2		)
Net income (loss)	$	201		$	(66	)	$	4	$	(62	)	$	139
Attributable to:
Limited Partners	$	32		$	(9	)	$	2	$	(2	)	$	25
Non — controlling interests attributable to:
Redemption-Exchange Units held by Brookfield Asset Management Inc.	30			(8		)	2		(2		)	24
Special Limited Partners	—			—			—		—			—
Interests of others in operating subsidiaries	139			(49		)	—		(49		)	90
	$	201		$	(66	)	$	4	$	(53	)	$	139

Basic and diluted earnings per limited partner unit (5)	$	0.48										$	0.38

UNAUDITED PRO FORMA STATEMENT OF OPERATING RESULTS

US$ MILLIONS Twelve months ended December 31, 2018	Brookfield Business Partners L.P.			Westinghouse acquisition			Power Solutions acquisition			Quadrant disposition			Other pro- forma adjustments		Total pro-forma adjustments			Pro forma
Notes				(1)			(2)			(3)			(4)
Revenue	$	37,168		$	2,201		$	9,145		$	—		$	—	$	11,346		$	48,514
Direct operating costs	(34,134		)	(1,657		)	(7,252		)	—			—		(8,909		)	(43,043		)
General and administrative expenses	(643		)	(262		)	(438		)	—			—		(700		)	(1,343		)
Depreciation and amortization expense	(748		)	(180		)	(630		)	—			—		(810		)	(1,558		)
Interest income (expense), net	(498		)	(129		)	(640		)	—			—		(769		)	(1,267		)
Equity accounted income (loss), net	10			(7		)	58			(8		)	—		43			53
Impairment expense, net	(218		)	(38		)	(6		)	—			—		(44		)	(262		)
Gain (loss) on acquisitions/dispositions, net	500			—			—			(152		)	—		(152		)	348
Other income (expenses), net	(136		)	(39		)	(5		)	—			—		(44		)	(180		)
Income (loss) before income tax	1,301			(111		)	232			(160		)	—		(39		)	1,262
Income tax (expense) recovery
Current	(186		)	(37		)	(169		)	20			—		(186		)	(372		)
Deferred	88			25			19			(4		)	15		55			143
Net income (loss)	$	1,203		$	(123	)	$	82		$	(144	)	$	15	$	(170	)	$	1,033
Attributable to:
Limited Partners	$	74		$	(29	)	$	4		$	(48	)	$	8	$	(65	)	$	9
Non — controlling interests attributable to:
Redemption-Exchange Units held by Brookfield Asset Management Inc.	70			(27		)	5			(46		)	7		(61		)	9
Special Limited Partners	278			—			—			—			—		—			278
Interests of others in operating subsidiaries	781			(67		)	73			(50		)	—		(44		)	737
	$	1,203		$	(123	)	$	82		$	(144	)	$	15	$	(170	)	$	1,033

Basic and diluted earnings per limited partner unit (5)	$	1.11																$	0.15

NOTES TO THE UNAUDITED CONDENSED PRO FORMA FINANCIAL STATEMENTS

(1) Acquisition of Westinghouse Electric Company

On August 1, 2018, the partnership completed the acquisition of Westinghouse. The acquisition was accounted for using the acquisition method under IFRS 3, Business combinations (“IFRS 3”) with the partnership being identified as the accounting acquirer. Acquisition related costs were $51 million in the twelve month period ended December 31, 2018.

The final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities. Accordingly, the unaudited pro forma represents the effect of purchase accounting based on a preliminary valuation. The following shows the preliminary allocation of the purchase price for the Westinghouse acquisition for acquired identifiable assets, liabilities assumed and pro forma goodwill:

US$ MILLIONS
BBU consideration paid	$	1,686

US$ MILLIONS
Working capital	$	414
Property, plant and equipment	931
Intangible assets	2,684
Goodwill	213
Other long term assets	498
Borrowings and other non-current liabilities	(817		)
Deferred income tax liability	(81		)
Net assets acquired before non-controlling interest	3,842
Non-controlling interest	(2,156		)
Net assets acquired	$	1,686

The historical financial statements of Westinghouse are prepared in accordance with generally accepted accounting principles of the United States (“U.S. GAAP”). There are differences between U.S. GAAP and IFRS, which have been presented in the table below. Further, the following table reflects the pro forma adjustments made to give effect to the acquisition as if it had occurred for the period beginning January 1, 2018 for the unaudited pro forma statement of operating results for the year ended December 31, 2018.

As a result of the acquisition of Westinghouse on August 1, 2018, the acquired assets and liabilities are included within in the statement of financial position as at December 31, 2018.

The unaudited pro forma statement of operating results include Westinghouse pre-acquisition results from the period January 1, 2018 to July 31, 2018.

US$ MILLIONS Seven months ended July 31, 2018	Westinghouse historical U.S. GAAP financial results			Notes	U.S. GAAP to IFRS adjustments			Notes	Pro forma adjustments			Pro forma results for Westinghouse

Revenues	$	2,201			$	—			$	—		$	2,201
Direct operating costs	(1,656		)	(a)	(19		)	(e)	18			(1,657		)
General and administrative expenses (1)	(329		)	(b)	15			(e)	52			(262		)
Depreciation and amortization expenses	(113		)		—			(c)	(67		)	(180		)
Interest expense (2)	(43		)		—			(d)	(86		)	(129		)
Equity accounted income (loss), net	(7		)		—				—			(7		)
Impairment expense, net	(38		)		—				—			(38		)
Gain (loss) on acquisitions/dispositions, net	(208		)		—			(e)	208			—
Other income (expense), net	6,131				—			(e)	(6,170		)	(39		)
Income (loss) before income tax	5,938				(4		)		(6,045		)	(111		)
Income tax (expense) recovery
Current	(37		)		—				—			(37		)
Deferred	5				—			(f)	20			25
Net income (loss)	$	5,906			$	(4	)		$	(6,025	)	$	(123	)

(1) Includes research and development expenses, selling and administrative expenses and rationalizations as reported in the Westinghouse financial statements.

(2) Includes interest expense net of interest income as reported in the Westinghouse financial statements.

(a) Westinghouse contributes to a defined benefit plan. The accounting for retirement benefit plans differs under U.S. GAAP and IFRS and results in differences in the measurement of net benefit expense and actuarial gains and losses. Under U.S. GAAP, Westinghouse presented actuarial gains and losses in profit or loss. Under IFRS, all actuarial gains and losses are recognized in other comprehensive income and not included in profit and loss in subsequent periods. These measurement differences resulted in a $19 million increase in direct costs for the seven month period ended July 31, 2018.

(b) The accounting for research and development costs differs under U.S GAAP and IFRS and results in differences in amounts that are permitted to be capitalized under IFRS whereas they must be expensed under U.S GAAP. This has resulted in $15 million in research and development expenses being deducted from direct operating costs for the seven months ended July 31, 2018.

(c) As a part of the acquisition, fair value adjustments applied to property, plant and equipment, and intangible assets resulted in a preliminary carrying value of $931 million and $2.7 billion respectively with an average useful life between 10 to 15 years. As a result, depreciation and amortization expense for the seven month period ended July 31, 2018 has increased by $67 million.

(d) Westinghouse received $2.9 billion in borrowings associated with the acquisition at an average interest rate of 6.9%. An increase in interest expense associated with these new loans of $86 million has been recorded in interest expense for the seven months ended July 31, 2018.

(e) One-time gains and losses associated with Westinghouse’s emergence from bankruptcy and reported in direct costs, general and administrative, and gains of acquisitions/dispositions, net and other income (expense) amounted to $18 million, $52 million, $208 million and $(6.2) billion, respectively have been removed from operating results for the seven month period ended July 31, 2018 as they do not have a continuing impact on operating results.

(f) Where applicable, an effective tax rate of 26.5% has been applied to pro-forma adjustments related to the Westinghouse acquisition.

(2) Acquisition of the Power Solutions Business of Johnson Controls plc

On April 30, 2019, the partnership completed the acquisition of Power Solutions. The acquisition was accounted for using the acquisition method under IFRS 3, Business combinations (“IFRS 3”) with the partnership being identified as the accounting acquirer. Total consideration is inclusive of acquisition related costs of $354 million, of which $nil has been capitalized net of borrowing costs, in the three month period ended March 31, 2019 (year ended December 31, 2018: $309 million). The final determination of non-controlling interests and the accounting thereof is preliminary and is dependent on the completion of certain transactions and legal agreements that will effect the acquisition and are not expected to be completed until the acquisition closes.

The total consideration transferred by the partnership to complete the acquisition of Power Solutions will be allocated to assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition. The allocation is dependent upon certain agreements, valuations and other studies that have not progressed to a stage where there is sufficient information to make a definitive allocation. The pro forma purchase price adjustments are preliminary, subject to further adjustments as additional information becomes available and as additional analyses are performed, and have been made solely for the purpose of providing the unaudited pro forma financial information presented below. Final valuations are being performed and increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments to the balance sheet and/or statement of operations. There can be no assurances that the final determination will not result in material changes.

The following shows the preliminary allocation of the purchase price for the Power Solutions acquisition for acquired identifiable assets, liabilities assumed and pro forma goodwill:

US$ MILLIONS
BBU consideration paid	$	3,180

US$ MILLIONS
Working capital	$	1,653
Property, plant and equipment	2,856
Intangible assets	7,155
Goodwill	2,291
Other long term assets	762
Borrowings and other liabilities	(195		)
Deferred income tax liability	(1,233		)
Net assets acquired before non-controlling interest	13,289
Non-controlling interest	(10,109		)
Net assets acquired	$	3,180

The pro forma purchase price allocation for the Power Solutions business has been developed based on preliminary estimates of the fair values of the assets acquired and liabilities assumed, including estimates of the fair value of identifiable intangible assets acquired. The fair value of accounts receivables, accounts payables, accrued compensation and benefits and certain portions of other assets and liabilities assumed was presumed by management to approximate their respective net book values. The fair value of pension and postretirement benefits is recorded at fair value and therefore no adjustments are necessary.

Fair value of property and equipment for the Power Solutions Business is being determined; however, based on information received to date, management does not believe the fair value will be materially different from

the historical carrying value. As such, the historical carrying value has been used in the preliminary purchase price allocation. This assertion remains contingent upon receiving additional information and performing procedures to calculate the fair value of property and equipment.

The historical financial statements of Power Solutions were prepared in accordance with U.S. GAAP. There are differences between U.S. GAAP and IFRS, which have been adjusted for in the table below. Further, the following table reflects the pro forma adjustments made to give effect to the acquisition as if it had occurred for the period beginning January 1, 2018 for the unaudited pro forma statement of operating results for the year ended December 31, 2018 and for the unaudited pro forma statement of operating results for the three month period ended March 31, 2019 and as if it had occurred on March 31, 2019 for the purpose of the unaudited pro forma statement of financial position.

Power Solutions has a September 30 year end and therefore the unaudited pro forma statement of operating results is a result of combining the annual results for the twelve months ended September 30, 2018 with those of BBU.

US$ MILLIONS As at March 31, 2019	Power Solutions historical US GAAP financial results		Notes	US GAAP to IFRS adjustments		Notes	Pro forma adjustments			Pro forma results for Power Solutions
Assets
Cash and cash equivalents	$	45		$	—		$	—		$	45
Financial assets	—			—			—			—
Accounts and other receivable, net	1,228			—			—			1,228
Inventory, net	1,524			—		(d)	236			1,760
Assets held for sale	—			—						—
Other assets	287			—		(e)	(88		)	199
Current assets	3,084			—			148			3,232
Financial assets	—			—			—			—
Accounts and other receivable, net	—			—			—			—
Other assets	28			—			—			28
Property, plant and equipment	2,783		(m)	73			—			2,856
Deferred income tax assets	508			—		(c)	(508		)	—
Intangible assets	154			—		(k)	7,001			7,155
Equity accounted investments	476			—		(f)	258			734
Goodwill	1,081			—			1,210			2,291
Total assets	$	8,114		$	73		$	8,109		$	16,296
Liabilities and equity
Liabilities
Accounts payable and other (1)	$	1,565	(m)	$	25	(h)	$	(11	)	$	1,579
Liabilities associated with assets held for sale	—			—						—
Borrowings	14			—		(g)	(6		)	8
Current liabilities	1,579			25			(17		)	1,587
Accounts payable and other	139		(m)	48						187
Borrowings	28			—		(g)	9,841			9,869
Deferred income tax liabilities	306			—		(c)	927			1,233
Total liabilities	$	2,052		$	73		$	10,751		$	12,876
Equity
Limited Partners	$	736		$	—		$	(365	)	$	371
Non-controlling interests attributable to
Redemption-Exchange Units, Preferred Shares and Special Limited Partnership Units held by Brookfield Asset Management Inc.	706			—			(350		)	356
Interest of others in operating subsidiaries	4,620			—			(1,927		)	2,693
Total equity (2)	6,062			—		(i)	(2,642		)	3,420
Total liabilities and equity	$	8,114		$	73		$	8,109		$	16,296

(1) Includes accounts payable, accrued income and other taxes, rationalizations and other accrued liabilities as presented in Power Solutions standalone financial statements as at March 31, 2019

(2) Includes Power Solutions equity balances with the exception of accumulated other comprehensive income as at March 31, 2019

US$ MILLIONS Twelve months ended September 30, 2018	Power Solutions historical US GAAP financial results			Notes	US GAAP to IFRS adjustments			Notes	Pro forma adjustments			Pro forma results for Power Solutions
Revenues	$	8,000		(a)	$	1,145			$	—		$	9,145
Direct operating costs	(6,080		)	(a), (b)	(1,162		)	(j)	(10		)	(7,252		)
General and administrative expenses (1)	(445		)		—			(j)	7			(438		)
Depreciation and amortization expenses	(242		)		—			(k)	(388		)	(630		)
Interest expense (2)	(40		)		—			(l)	(600		)	(640		)
Equity accounted income, net	58				—				—			58
Impairment expense, net	(6		)		—				—			(6		)
Gain on acquisitions/dispositions, net	—				—				—			—
Other income (expense)	(5		)		—				—			(5		)
Income (loss) before income tax	1,240				(17		)		(991		)	232
Income tax (expense) recovery
Current	(619		)		—			(c)	450			(169		)
Deferred	18			(c)	1				—			19
Net income	$	639			$	(16	)		$	(541	)	$	82

(1) Includes research and development expenses, selling and administrative expenses and rationalizations as reported in the Power Solutions financial statements.

(2) Includes interest expense net of interest income as reported in the Power Solutions financial statements.

US$ MILLIONS Three months ended March 31, 2019	Power Solutions historical US GAAP financial results			Notes	US GAAP to IFRS adjustments			Notes	Pro forma adjustments			Pro forma results for Power Solutions
Revenues	$	2,012			$	—			$	—		$	2,012
Direct operating costs	(1,641		)	(b)	(7)			(j)	3			(1,645		)
General and administrative expenses (1)	(75		)		—			(j)	18			(57		)
Depreciation and amortization expenses	(63		)		—			(k)	(97		)	(160		)
Interest expense (2)	(6		)		—			(l)	(194		)	(200		)
Equity accounted income, net	13				—				—			13
Impairment expense, net	—				—				—			—
Gain on acquisitions/dispositions, net	—				—				—			—
Other income (expense)	—				—				—			—
Income (loss) before income tax	240				(7		)		(270		)	(37		)
Income tax (expense) recovery
Current	(42		)		—				—			(42		)
Deferred	13				—				—			13
Net income	$	211			$	(7	)		$	(270	)	$	(66	)

(1) Includes research and development expenses, selling and administrative expenses and rationalizations as reported in the Power Solutions financial statements.

(2) Includes interest expense net of interest income as reported in the Power Solutions financial statements.

(a) Power Solutions recognizes revenue at the point in time when control over the goods or services transfers to the customer. The transaction price includes the total consideration expected to be received under the contract which may include both cash and noncash components. The calculation of the transaction price for contracts containing noncash consideration includes the fair value of the noncash consideration to be received as of the contract’s inception date. Certain agreements contain price arrangements that represent material rights to customers for battery core returns. Material rights are accounted for as separate performance obligations and recognized as a deferred revenue within other current liabilities in the combined statements of financial position. Material rights are recognized as revenue as the option is exercised or expires.

The impact of adopting IFRS 15, Contracts with customers (“IFRS 15”) for the twelve months ended September 30, 2018 resulted in an increase in revenue of $1,145 million and an increase in direct costs of $1,145 million.

(b) Power Solutions contributes to a defined benefit plan. The accounting for retirement benefit plans differs under U.S. GAAP and IFRS and results in differences in the measurement of net benefit expense and actuarial gains and losses. These measurement differences resulted in a $7 million increase in direct costs for the three month period ended March 31, 2019 (Twelve month period ended September 30, 2018: $17 million).

(c) Net deferred tax liability reflects an increase of $927 million to adjust for the tax impact of the pro forma purchase price allocation. Upon acquisition, $508 million in deferred tax assets were written off.

Where applicable, the income tax expense for the pro forma adjustments related to Power Solutions is based on a 28% composite tax rate on the pro forma non-US earnings. The pro forma US earnings includes income attributable to flow through entities and therefore no tax expense is recorded.

(d) Inventory reflects an increase of $236 million to the carrying value of the Power Solutions Business’ inventory to adjust it to its preliminary estimated fair value.

(e) Other assets reflects a decrease in short-term derivatives in the amount of $88 million associated with the estimated extinguishment of these financial instruments that will not be acquired at the close of the acquisition.

(f) Equity accounted investments reflects an increase of $258 million to the carrying value of Power Solutions equity accounted investments to adjust for fair value increments pertaining to the acquisition.

(g) Borrowings reflects a net increase in total debt of $9.8 billion, consisting of:

i. an increase of $10.15 billion aggregate principal amount of long-term debt relating to the acquisition of Power Solutions with a weighted average interest rate of 6.0% and maturity dates ranging from 2026 to 2027.

ii. a decrease of $309 million relating to the incurrence of debt issuance costs which have been capitalized and will be recognized as non-cash interest expense periodically over the estimated life of the related long-term debt; and

iii. $6 million of debt is expected to be repaid, all of which was classified as current liabilities as of March 31, 2019.

(h) Adjustments to other current liabilities reflects a decrease of $11 million associated with the estimated extinguishment of derivative liabilities that will not be assumed at the close of the acquisition.

(i) Adjustments to equity reflect a net decrease in the amount of $2.6 billion, consisting of:

i. an increase in equity to reflect the estimated Equity Contribution in the amount of $3.0 billion;

ii. a decrease in equity to reflect the elimination of Power Solutions Business’ historical equity of $5.8 billion;

iii. an increase in equity to reflect the elimination of Power Solutions Business’ historical accumulated other comprehensive loss of $471 million;

iv. a decrease in equity of $45 million relating to the portion of estimated acquisition-related, and a portion of the financing-related, transaction costs and fees, that will be expensed immediately as incurred in the future, net of the related tax benefit; and

v. an increase of $217 million to adjust the non-controlling interests to fair value in connection with the allocation of the purchase price.

(j) A decrease to cost of sales of $3 million for the three months ended March 31, 2019 the impact of gains and losses of derivative instruments that have been assumed to be settled as part of the acquisition (twelve months ended September 30, 2018: $10 million) . In addition, Power Solutions incurred $18 million in transaction fees which are not indicative of continuing operating expenses for the three months ended March 31, 2019 (twelve months ended September 30, 2018: $7 million).

(k) As a part of the acquisition, fair value adjustments applied to technology and customer relationships resulted in an increase to the carrying of intangible assets of $7.0 billion with an average useful life of 10-15 years. If the acquisition had occurred at the beginning of the period, the depreciation expense for the three month period ending March 31, 2018 would have increased by $97 million (twelve months ended September 30, 2018: $388 million). The preliminary amortization expense was calculated on a straight-line basis over the respective estimated weighted-average lives of all intangible assets.

(l) Adjustments to interest expense for the three months ended March 31, 2019 reflect a net increase in the amount of $194 million (twelve months ended September 30, 2018: $600 million), as a result of an increase to interest expense, based on an assumed weighted-average interest rate of approximately 6.0% incurred as a result of the acquisition of Power Solutions, and non-cash amortization of $309 million in capitalized borrowing costs and commitment fees to be paid on certain credit facilities at a weighted average rate of approximately 45 basis points per annum; which was offset in part by an immaterial decrease in historical interest expense due to the repayment of debt and impact of gains and losses of derivative instruments that have been assumed to be settled as part of the acquisition.

(m) Upon adoption of IFRS 16, Leases (“IFRS 16”), Power Solutions recognized a Right of use (“ROU”) asset of $73 million and corresponding ROU lease liability of $73 million (current: $25 million, noncurrent: $48 million) for the three months ending March 31, 2019.

(3) Quadrant Disposition

On November 26, 2018, the partnership disposed of its equity accounted investment in Quadrant Energy (“Quadrant”) for proceeds of $229 million. Equity accounted earnings related to Quadrant for the twelve months ended December 31, 2018 of $8 million and the related gain on disposition of $152 million have been removed for the pro forma financial statements.

(4) Other pro forma adjustments

The tax impacts of the reorganization after giving effect to certain elements of the Transactions as though they occurred on January 1, 2019 is a decrease in deferred tax expense of $4 million for the three month period ended March 31, 2019 (year ended December 31, 2018: $15 million).

(5) Pro forma earnings per unit

The unaudited pro forma weighted average number of basic units and basic earnings per unit for the three months ended March 31, 2019 and the twelve months ended December 31, 2018 are based on a weighted average number of outstanding units of 66 million limited partnership units and 4 general partner units. The unaudited pro forma weighted average number of diluted units and diluted earnings per unit for three months ended March 31, 2019 and the twelve months ended December 31, 2018 give effect to the conversion of 63 million redemption-exchange units, which are convertible on a one to one basis for limited partnership units, by treating all units/shares as if they had been converted to limited partnership units in all periods presented.

Exhibit 99.2

Power Solutions Business of Johnson Controls International plc

Combined Financial Statements

Quarter Ended March 31, 2019

Power Solutions Business of Johnson Controls International plc

Index to Combined Financial Statements (unaudited)

	Page
Combined Statements of Income	3
Combined Statements of Comprehensive Income (Loss)	4
Combined Statements of Financial Position	5
Combined Statements of Cash Flows	6
Combined Statements of Invested Equity	7
Notes to Combined Financial Statements	8

Power Solutions Business of Johnson Controls International plc

Combined Statements of Income

(in millions; unaudited)

	Three Months Ended March 31,						Six Months Ended March 31,
	2019			2018			2019			2018
Net sales	$	2,012		$	1,845		$	4,439		$	3,975
Cost of sales	1,641			1,450			3,582			3,111
Gross profit	371			395			857			864

Selling, general and administrative expenses	(138		)	(128		)	(308		)	(256		)
Restructuring and impairment costs	—			—			—			(4		)
Net financing charges	(6		)	(8		)	(16		)	(22		)
Equity income	13			17			26			30
Income before income taxes	240			276			559			612
Income tax provision	29			77			141			329
Net income	211			199			418			283
Income attributable to noncontrolling interests	9			11			24			24
Net income attributable to Power Solutions	$	202		$	188		$	394		$	259

The accompanying notes are an integral part of the combined financial statements.

Power Solutions Business of Johnson Controls International plc

Combined Statements of Comprehensive Income (Loss)

(in millions; unaudited)

	Three Months Ended March 31,						Six Months Ended March 31,
	2019			2018			2019			2018
Net income	$	211		$	199		$	418		$	283
Other comprehensive income (loss), net of tax:
Foreign currency translation	(41		)	98			(81		)	121
Realized and unrealized gains (losses) on derivatives	10			(10		)	9			(11		)
Realized and unrealized losses on marketable securities	—			—			—			(4		)
Other comprehensive income (loss), net of tax	(31		)	88			(72		)	106
Total comprehensive income	180			287			346			389
Comprehensive income attributable to noncontrolling interests	7			11			23			28
Comprehensive income attributable to Power Solutions	$	173		$	276		$	323		$	361

The accompanying notes are an integral part of the combined financial statements.

Power Solutions Business of Johnson Controls International plc

Combined Statements of Financial Position

(in millions; unaudited)

	March 31, 2019			September 30, 2018
Assets
Cash and cash equivalents	$	45		$	15
Accounts receivable - net	1,228			1,443
Inventories	1,524			1,405
Other current assets	287			185
Current assets	3,084			3,048
Property, plant and equipment - net	2,783			2,764
Goodwill	1,081			1,092
Other intangible assets - net	154			161
Investments in partially-owned affiliates	476			453
Noncurrent income tax assets	508			806
Other noncurrent assets	28			93
Total assets	$	8,114		$	8,417
Liabilities and Invested Equity
Short-term debt	$	6		$	9
Current portion of long-term debt	8			25
Accounts payable	1,128			1,237
Accrued compensation and benefits	117			152
Other current liabilities	320			405
Current liabilities	1,579			1,828
Long-term debt	28			31
Pension and postretirement benefits	96			103
Noncurrent income tax liabilities	306			253
Other noncurrent liabilities	43			50
Long-term liabilities	473			437
Commitments and contingencies (Note 16)
Parent company investment	6,235			6,285
Accumulated other comprehensive loss	(471		)	(408		)
Invested equity attributable to Power Solutions	5,764			5,877
Noncontrolling interest	298			275
Total invested equity	6,062			6,152
Total liabilities and invested equity	$	8,114		$	8,417

The accompanying notes are an integral part of the combined financial statements.

Power Solutions Business of Johnson Controls International plc

Combined Statements of Cash Flows

(in millions; unaudited)

	Six Months Ended March 31,
	2019			2018
Operating Activities
Net income attributable to Power Solutions	$	394		$	259
Income attributable to noncontrolling interests	24			24
Net income	418			283
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	127			128
Pension and postretirement benefit expense	2			—
Pension and postretirement contributions	(1		)	(1		)
Equity in earnings of partially-owned affiliates, net of dividends received	(22		)	(19		)
Deferred income taxes	61			31
Non-cash restructuring and impairment charges	—			2
Share-based compensation	6			6
Other	(1		)	(15		)
Changes in assets and liabilities:
Accounts receivable	202			215
Inventories	(113		)	(104		)
Other assets	(85		)	195
Restructuring reserves	(3		)	(6		)
Accounts payable and accrued liabilities	(256		)	(473		)
Accrued income taxes	5			(3		)
Net cash provided by operating activities	340			239

Investing Activities
Capital expenditures	(172		)	(209		)
Changes in long-term investments	(14		)	(11		)
Loans to affiliates	37			—
Net cash used by investing activities	(149		)	(220		)

Financing Activities
Increase (decrease) in short-term debt - net	(3		)	4
Increase in long-term debt	—			1
Repayment of long-term debt	(23		)	(12		)
Employee equity-based compensation withholding taxes	(2		)	—
Change in noncontrolling interest share	—			11
Dividends paid to noncontrolling interests	—			(3		)
Net transfers to parent	(136		)	(16		)
Net cash used by financing activities	(164		)	(15		)
Effect of exchange rate changes on cash and cash equivalents	3			—
Net increase in cash and cash equivalents	30			4
Cash and cash equivalents at beginning of period	15			20
Cash and cash equivalents at end of period	$	45		$	24

The accompanying notes are an integral part of the combined financial statements.

Power Solutions Business of Johnson Controls International plc

Combined Statements of Invested Equity

(in millions; unaudited)

	For the Six Months Ended March 31, 2019
	Parent Company Investment			Accumulated Other Comprehensive Loss			Invested Equity Attributable to Power Solutions			Noncontrolling Interest			Total Invested Equity
Balance as of September 30, 2018	$	6,285		$	(408	)	$	5,877		$	275		$	6,152
Comprehensive income (loss):
Net income	394			—			394			24			418
Other comprehensive loss, net of tax	—			(71		)	(71		)	(1		)	(72		)
Comprehensive income (loss)	394			(71		)	323			23			346
Adoption of ASC 606	(33		)	—			(33		)	—			(33		)
Adoption of ASU 2016-01	(8		)	8			—			—			—
Adoption of ASU 2016-16	(273		)	—			(273		)	—			(273		)
Change in parent company investment	(130		)	—			(130		)	—			(130		)
Balance as of March 31, 2019	$	6,235		$	(471	)	$	5,764		$	298		$	6,062

	For the Three Months Ended March 31, 2019
	Parent Company Investment			Accumulated Other Comprehensive Loss			Invested Equity Attributable to Power Solutions			Noncontrolling Interest			Total Invested Equity
Balance as of December 31, 2018	$	6,109		$	(442	)	$	5,667		$	291		$	5,958
Comprehensive income (loss):
Net income	202			—			202			9			211
Other comprehensive loss, net of tax	—			(29		)	(29		)	(2		)	(31		)
Comprehensive income (loss)	202			(29		)	173			7			180
Change in parent company investment	(76		)	—			(76		)	—			(76		)
Balance as of March 31, 2019	$	6,235		$	(471	)	$	5,764		$	298		$	6,062

	For the Six Months Ended March 31, 2018
	Parent Company Investment			Accumulated Other Comprehensive Loss			Invested Equity Attributable to Power Solutions			Noncontrolling Interest			Total Invested Equity
Balance as of September 30, 2017	$	6,071		$	(238	)	$	5,833		$	16		$	5,849
Comprehensive income (loss):
Net income (loss)	259			—			259			(1		)	258
Other comprehensive income, net of tax	—			102			102			—			102
Comprehensive income	259			102			361			(1		)	360
Change in noncontrolling interest share	—			—			—			11			11
Change in parent company investment	(10		)	—			(10		)	—			(10		)
Balance as of March 31, 2018	$	6,320		$	(136	)	$	6,184		$	26		$	6,210

	For the Three Months Ended March 31, 2018
	Parent Company Investment			Accumulated Other Comprehensive Loss			Invested Equity Attributable to Power Solutions			Noncontrolling Interest			Total Invested Equity
Balance as of December 31, 2017	$	6,334		$	(224	)	$	6,110		$	16		$	6,126
Comprehensive income (loss):
Net income (loss)	188			—			188			(1		)	187
Other comprehensive income, net of tax	—			88			88			—			88
Comprehensive income	188			88			276			(1		)	275
Change in noncontrolling interest share	—			—			—			11			11
Change in parent company investment	(202		)	—			(202		)	—			(202		)
Balance as of March 31, 2018	$	6,320		$	(136	)	$	6,184		$	26		$	6,210

The accompanying notes are an integral part of the combined financial statements.

Power Solutions Business of Johnson Controls International plc

Notes to Combined Financial Statements (unaudited)

1. Financial Statements

On March 12, 2018, Johnson Controls International plc (“JCI” or the “Parent Company”) announced it is exploring strategic alternatives for its Power Solutions business (the “Company” or “Power Solutions”). On November 13, 2018, JCI entered into a Stock and Asset Purchase Agreement (“Purchase Agreement”) with BCP Acquisitions LLC (“Purchaser”). The Purchaser is a newly-formed entity controlled by investment funds managed by Brookfield Capital Partners LLC. Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, JCI has agreed to sell, and Purchaser has agreed to acquire, Power Solutions for a purchase price of $13.2 billion. The transaction closed on April 30, 2019 with net cash proceeds of $11.6 billion after tax and transaction-related expenses. For the three and six months ended March 31, 2019, selling, general and administrative expenses included transaction costs of $18 million and $46 million, respectively.

These combined financial statements reflect the combined historical results of the operations, financial position and cash flows of Power Solutions. The Parent Company is a corporation organized under the laws of Ireland.

In the opinion of the Company, the accompanying unaudited combined financial statements contain all adjustments (which include normal recurring adjustments) necessary to state fairly the financial position, results of operations and cash flows for the periods presented. The combined statement of financial position at September 30, 2018 was derived from the audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements pursuant to applicable rules and regulations.

Basis of Presentation

These combined financial statements were prepared on a stand-alone basis derived from the consolidated financial statements and accounting records of JCI as if Power Solutions had been operating as a stand-alone company for all periods presented. These combined financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The assets and liabilities in the combined financial statements have been reflected on a historical cost basis, as included in the consolidated statements of financial position of JCI. The combined statements of income include allocations for certain support functions that are provided on a centralized basis by the Parent Company and subsequently recorded at the business unit level, such as expenses related to employee benefits, finance, human resources, risk management, information technology, facilities, and legal, among others. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a proportional basis of combined sales, headcount or other measures of the Company or the Parent Company. Management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses from the Parent Company, are reasonable and applied consistently for all periods presented. Nevertheless, the combined financial statements may not include all actual expenses that would have been incurred by Power Solutions and may not reflect the combined results of operations, financial position and cash flows had it been a stand-alone company during the years presented. Actual costs that would have been incurred if Power Solutions had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

Principles of Combination

The combined financial statements include certain assets and liabilities that have historically been held at the Parent Company level but are specifically identifiable or otherwise attributable to Power Solutions. All significant intercompany transactions and accounts within the Company’s combined businesses have been eliminated. All intercompany transactions between the Company and the Parent Company have been included in these combined statements of financial position as parent company investment. Expenses related to corporate allocations from the Parent Company to the Company are considered to be effectively settled for cash in the combined financial statements at the time the transaction is recorded. See Note 17, “Related Party Transactions and Parent Company Investment,” of the notes to combined financial statements for further details.

The results of companies acquired or disposed of during the year are included in the combined financial statements from the effective date of acquisition or up to the date of disposal. During the three and six months ended March 31, 2019 and 2018, the Company had no significant acquisitions or divestitures. Investments in partially-owned affiliates are accounted for by the equity method when the Company’s interest exceeds 20% and the Company does not have a controlling interest.

Under certain criteria as provided for in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation,” the Company may consolidate a partially-owned affiliate. To determine whether to consolidate a partially-owned affiliate, the Company first determines if the entity is a variable interest entity (“VIE”). An entity is considered to be a VIE if it has one of the following characteristics: 1) the entity is thinly capitalized; 2) residual equity holders do not control the entity; 3) equity holders are shielded from economic losses or do not participate fully in the entity’s residual economics; or 4) the entity was established with non-substantive voting rights. If the entity meets one of these characteristics, the Company then determines if it is the primary beneficiary of the VIE. The party with the power to direct activities of the VIE that most significantly impact the VIE’s economic performance and the potential to absorb benefits or losses that could be significant to the VIE is considered the primary beneficiary and consolidates the VIE. If the entity is not considered a VIE, then the Company applies the voting interest model to determine whether or not the Company shall consolidate the partially-owned affiliate.

Consolidated VIEs

In fiscal 2012, a pre-existing VIE accounted for under the equity method was reorganized into three separate investments as a result of the counterparty exercising its option to put its interest to the Company. The Company acquired additional interests in two of the reorganized group entities. The reorganized group entities are considered to be VIEs as the other owner party has been provided decision making rights but does not have equity at risk. The Company was considered the primary beneficiary of one of the entities due to the Company’s power pertaining to decisions over significant activities of the entity. As such, this VIE was consolidated within the Company’s combined statements of financial position as of September 30, 2017. During the three months ended December 31, 2017, certain joint venture agreements were amended and, as a result, the Company can no longer make key operating decisions considered to be most significant to the VIE. As such, the Company is no longer considered the primary beneficiary of this entity, and the Company deconsolidated the entity during the three months ended December 31, 2017. The impact of the entity on the Company’s combined statements of income for the three and six months ended March 31, 2019 and 2018 was not material.

The Company did not have a significant variable interest in any other consolidated VIEs for the presented reporting periods.

Nonconsolidated VIEs

As mentioned previously within the “Consolidated VIEs” section above, in fiscal 2012, a pre-existing VIE was reorganized into three separate investments as a result of the counterparty exercising its option to put its interest to the Company. The reorganized group entities are considered to be VIEs as the other owner party has been provided decision making rights but does not have equity at risk. The VIEs are named as co-obligors under a third party debt agreement in the amount of $148 million, maturing in fiscal 2020, under which a VIE could become subject to paying more than its allocated share of the third party debt in the event of bankruptcy of one or more of the other co-obligors. The other co-obligors, all related parties in which the Company is an equity investor, consist of the remaining group entities involved in the reorganization. As part of the overall reorganization transaction, the Company has also provided financial support to the group entities in the form of loans totaling $38 million as of September 30, 2018, which are subordinate to the third party debt agreement. The loans were repaid during the three months ended December 31, 2018. The Company is a significant customer of certain co-obligors, resulting in a remote possibility of loss. Additionally, the Company is subject to a floor guaranty expiring in fiscal 2022; in the event that the other owner party no longer owns any part of the group entities due to sale or transfer, the Company has guaranteed that the proceeds received from the sale or transfer will not be less than $25 million. The Company has partnered with the group entities to design and manufacture battery components. The Company is not considered to be the primary beneficiary of three of the entities as of September 30, 2018 and March 31, 2019, as the Company cannot make key operating decisions considered to be most significant to the VIEs. Therefore, the entities are accounted for under the equity method of accounting as the Company’s interest exceeds 20% and the Company does not have a controlling interest. The Company’s maximum exposure to loss includes the partially-owned affiliate investment balance of $45

million and $43 million at March 31, 2019 and September 30, 2018, respectively, as well as the previously outstanding subordinated loan from the Company at September 30, 2018, third party debt agreement and floor guaranty mentioned above. Current liabilities due to the VIEs are not material and represent normal course of business trade payables for all presented periods.

The Company did not have a significant variable interest in any other nonconsolidated VIEs for the presented reporting periods.

Description of Business

The Company is a leading global supplier of lead-acid automotive batteries for virtually every type of passenger car, light truck and utility vehicle. The Company serves both automotive original equipment manufacturers and the general vehicle battery aftermarket. The Company also supplies advanced battery technologies to power start-stop, hybrid and electric vehicles.

Date of Management’s Review

Management has evaluated subsequent events through May 10, 2019, the date the financial statements were issued.

2. New Accounting Standards

Recently Adopted Accounting Pronouncements

In March 2018, the FASB issued ASU No. 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118,” to add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118 (“SAB 118”) to ASC 740 “Income Taxes.” SAB 118 was issued by the SEC in December 2017 to provide immediate guidance for accounting implications of U.S. Tax Reform under the “Tax Cuts and Jobs Act” in the period of enactment. SAB 118 provides for a provisional one year measurement period for entities to finalize their accounting for certain income tax effects related to the “Tax Cuts and Jobs Act.” The Company applied this guidance to its combined financial statements and related disclosures beginning in the first quarter of fiscal 2018. In the first quarter of fiscal 2019, the Company completed its analysis of all enactment-date income tax effects of the U.S. tax law change. Refer to Note 14, “Income Taxes,” of the notes to combined financial statements for further information.

In October 2016, the FASB issued ASU No. 2016-16, “Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory.” The ASU requires the tax effects of all intra-entity sales of assets other than inventory to be recognized in the period in which the transaction occurs. The guidance was early adopted by the Company for the quarter ending December 31, 2018. The changes were applied by means of a cumulative-effect adjustment which resulted in a reduction to parent company investment and noncurrent income tax assets of $273 million.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU No. 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including marketable securities. Additionally in February 2018, the FASB issued ASU No. 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which provides additional clarification on certain topics addressed in ASU No. 2016-01. ASU No. 2016-01 and ASU No. 2018-03 were early adopted by the Company for the quarter ending December 31, 2018. The changes were applied by means of a cumulative-effect adjustment which resulted in a decrease to parent company investment of $8 million. The new standard requires the mark-to-market of marketable securities investments previously recorded within accumulated other comprehensive income on the statement of financial position be recorded in the statement of income on a prospective basis beginning as of the adoption date. The adoption of this guidance did not have a material impact to the statement of income in the first quarter of fiscal 2019.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU No. 2014-09 and its related amendments (collectively, the “New Revenue Standard”) clarify the principles for recognizing revenue when an entity either enters into a contract with customers to transfer goods or services or enters into a contract for the transfer of non-financial

assets. The Company early adopted the New Revenue Standard on October 1, 2018 using a modified retrospective approach. Under the New Revenue Standard, revenue recognition is impacted as certain customers return battery cores which are now included in the transaction price as noncash consideration. As of October 1, 2018, the Company applied the New Revenue Standard to contracts that were not completed as of this date and recognized a cumulative-effect adjustment of a reduction to parent company investment of $33 million, which relates primarily to deferred revenue recorded for certain battery core returns that represent a material right provided to customers. The prior period comparative information has not been restated and continues to be reported under the previous guidance.

The impact of adoption of the New Revenue Standard to the Company’s combined statement of income for the three and six months ended March 31, 2019 was an increase to net sales of approximately $272 million and $590 million, respectively, an impact to gross profit of $23 million and $35 million, respectively, and an impact to net income of $16 million and $26 million, respectively.

The impact of adoption of the New Revenue Standard to the Company’s combined statement of financial position as of March 31, 2019 is as follows (in millions):

	March 31, 2019
	As reported	Under previous accounting guidance	Impact from adopting the New Revenue Standard
Combined Statement of Financial Position

Assets

Other current assets	287	271	16

Liabilities and Invested Equity

Other current liabilities	320	297	23
Parent company investment	6,235	6,242	(7	)

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” ASU No. 2016-02 requires recognition of operating leases as lease assets and liabilities on the balance sheet, and disclosure of key information about leasing arrangements. The original standard was effective retrospectively for the Company for the quarter ending December 31, 2020 with early adoption permitted; however in July 2018 the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides an additional transition method that permits changes to be applied by means of a cumulative-effect adjustment recorded in parent company investment as of the beginning of the fiscal year of adoption. The FASB further amended Topic 842 by issuing ASU No. 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842,” which provides an optional transition practical expedient for existing or expired land easements that were not previously recorded as leases, ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” ASU No. 2018-20, “Leases (Topic 842): Narrow-Scope Improvements for Lessors,” and ASU No. 2019-01, “Leases (Topic 842): Codification Improvements.” The Company expects to early adopt the combined guidance as of the quarter ended December 31, 2019. The Company is currently assessing the impact adoption of this guidance will have on its combined financial statements. The Company has started the assessment process by evaluating the population of leases under the revised definition of what qualifies as a leased asset. The Company is the lessee under various agreements for facilities and equipment that are currently accounted for as operating leases. The new guidance will require the Company to record operating leases on the balance sheet with a right-of-use asset and corresponding liability for future payment obligations. The Company expects the new guidance will have an impact on its combined statements of financial position for the addition of right-of-use assets and lease liabilities, but the Company does not expect it to have a material impact on its combined statements of income and its combined statements of cash flows.

Other recently issued accounting pronouncements are not expected to have a significant impact on the Company’s combined financial statements.

3. Revenue

The Company services both automotive original equipment manufacturers and the battery aftermarket by providing advanced battery technology, coupled with systems engineering, marketing and service expertise. The Power Solutions business recognizes revenue at the point in time when control over the goods or services transfers to the customer.

The transaction price includes the total consideration expected to be received under the contract which may include both cash and noncash components. The calculation of the transaction price for contracts containing noncash consideration includes the fair value of the noncash consideration to be received as of the contract’s inception date. Certain agreements contain price arrangements that represent material rights to customers for battery core returns. Material rights are accounted for as separate performance obligations and recognized as a deferred revenue within other current liabilities in the combined statements of financial position. Material rights are recognized as revenue as the option is exercised or expires.

The Company considers the contractual consideration payable by the customer and assesses variable consideration that may affect the total transaction price, including discounts, rebates, refunds, credits or other similar sources of variable consideration, when determining the transaction price of each contract. The Company includes variable consideration in the estimated transaction price when it is probable that significant reversal of revenue recognized would not occur when the uncertainty associated with variable consideration is subsequently resolved. These estimates are based on the amount of consideration that the Company expects to be entitled to.

Shipping and handling costs billed to customers are included in sales and the related costs are included in cost of sales when control transfers to the customer. The Company has elected to present amounts collected from customers for sales and other taxes net of the related amounts remitted.

Disaggregated Revenue

The following tables presents disaggregation of revenues by geography for the three and six months ended March 31, 2019 (in millions):

	Three Months Ended March 31,		Six Months Ended March 31,
	2019		2019
Americas	$	1,236	$	2,724
Europe	543		1,156
Asia	233		559
Total Power Solutions revenue	$	2,012	$	4,439

Contract Balances

Contract assets relate to the Company’s right to consideration for performance obligations satisfied but not billed and consist primarily of unbilled receivables. Contract liabilities relate to customer payments received in advance of satisfaction of performance obligations under the contract and consist of deferred revenue. Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period.

The following table presents the location and amount of contract balances in the the Company’s combined statements of financial position (in millions):

	Location of contract balances	March 31, 2019			October 1, 2018
Contract assets - current	Accounts receivable - net	$	28		$	35
Contract assets - current	Other current assets	6			2
Contract liabilities - current	Other current liabilities	(23		)	(64		)
Total		$	11		$	(27	)

For the six months ended March 31, 2019, the Company recognized revenue of $64 million that was included in the beginning contract liability balance.

Remaining Performance Obligations

A performance obligation is a distinct good, service, or a bundle of goods and services promised in a contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For product sales, each product sold to a customer typically represents a distinct performance obligation. The Company satisfies performance obligations at a point in time. The Company has applied the practical expedient to exclude the value of remaining performance obligations for contracts with an original expected duration of one year or less.

4. Inventories

Inventories consisted of the following (in millions):

	March 31, 2019		September 30, 2018
Raw materials and supplies	$	398	$	384
Work-in-process	443		390
Finished goods	683		631
Inventories	$	1,524	$	1,405

5. Goodwill and Other Intangible Assets

At March 31, 2019 and September 30, 2018, the carrying amount of goodwill was $1,081 million and $1,092 million, respectively. The changes in the carrying amount of goodwill during the six months ended March 31, 2019 was the result of foreign currency translation.

The Company’s other intangible assets, primarily from business acquisitions valued based on independent appraisals, consisted of (in millions):

	March 31, 2019							September 30, 2018
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Amortized intangible assets
Technology	$	17	$	(15	)	$	2	$	17	$	(15	)	$	2
Customer relationships	133		(67		)	66		137		(65		)	72
Miscellaneous	38		(14		)	24		38		(14		)	24
Total amortized intangible assets	188		(96		)	92		192		(94		)	98
Unamortized intangible assets	62		—			62		63		—			63
Total other intangible assets	$	250	$	(96	)	$	154	$	255	$	(94	)	$	161

Amortization of other intangible assets for the three month periods ended March 31, 2019 and 2018 was $2 million. Amortization of other intangible assets for the six month periods ended March 31, 2019 and 2018 was $4 million. Excluding the impact of any future acquisitions, the Company anticipates amortization for fiscal 2020, 2021, 2022, 2023 and 2024 will be approximately $8 million, $7 million, $7 million, $6 million and $6 million per year, respectively.

6. Net Financing Charges

The Company’s net financing charges line item in the combined statement of income for the three and six months ended March 31, 2019 and 2018 contained the following components (in millions):

	Three Months Ended March 31,						Six Months Ended March 31,
	2019			2018			2019			2018

Interest expense	$	2		$	3		$	4		$	12
Supply chain financing fees	7			7			16			13
Interest income	—			(2		)	(1		)	(2		)
Net foreign exchange results for financing activities	(3		)	—			(3		)	(1		)
Net financing charges	$	6		$	8		$	16		$	22

7. Derivative Instruments and Hedging Activities

The Parent Company selectively uses derivative instruments to reduce the Company’s market risk associated with changes in foreign currency and commodities. Under the Parent Company’s policy, the use of derivatives is restricted to those intended for hedging purposes; the use of any derivative instrument for speculative purposes is strictly prohibited. A description of each type of derivative utilized by the Parent Company to manage the Company’s risk is included in the following paragraphs.

Cash Flow Hedges

The Company has global operations and participates in the foreign exchange markets to minimize its risk of loss from fluctuations in foreign currency exchange rates. The Parent Company selectively hedges the Company’s anticipated transactions that are subject to foreign exchange rate risk primarily using foreign currency exchange hedge contracts. The Parent Company hedges 70% to 90% of the nominal amount of each of the Company’s known foreign exchange transactional exposures. As cash flow hedges under ASC 815, “Derivatives and Hedging,” the hedge gains or losses due to changes in fair value are initially recorded as a component of accumulated other comprehensive income (“AOCI”) and are subsequently reclassified into earnings when the hedged transactions occur and affect earnings. These contracts were highly effective in hedging the variability in future cash flows attributable to changes in currency exchange rates during the three and six months ended March 31, 2019 and 2018.

The Parent Company selectively hedges anticipated transactions that are subject to commodity price risk, primarily using commodity hedge contracts, to minimize overall price risk associated with the Company’s purchases of lead, tin and polypropylene in cases where commodity price risk cannot be naturally offset or hedged through supply base fixed price contracts. Commodity risks are systematically managed pursuant to policy guidelines. As cash flow hedges, the hedge gains or losses due to changes in fair value are initially recorded as a component of AOCI and are subsequently reclassified into earnings when the hedged transactions, typically sales, occur and affect earnings. The maturities of the commodity hedge contracts coincide with the expected purchase of the commodities. These contracts were highly effective in hedging the variability in future cash flows attributable to changes in commodity prices during the three and six months ended March 31, 2019 and 2018.

The Company had the following outstanding contracts to hedge forecasted commodity purchases (in metric tons):

	Volume Outstanding as of
Commodity	March 31, 2019	September 30, 2018

Polypropylene	12,392	15,868
Lead	4,500	49,066
Tin	1,594	3,076

Derivatives Not Designated as Hedging Instruments

The Company also holds certain foreign currency forward contracts which do not qualify for hedge accounting treatment. The change in fair value of foreign currency exchange derivatives not designated as hedging instruments under ASC 815 are recorded in the combined statements of income.

Fair Value of Derivative Instruments

The following table presents the location and fair values of derivative instruments and hedging activities included in the Company’s combined statements of financial position (in millions):

	Derivatives and Hedging Activities Designated as Hedging Instruments under ASC 815				Derivatives and Hedging Activities Not Designated as Hedging Instruments under ASC 815
	March 31,		September 30,		March 31,		September 30,
	2019		2018		2019		2018
Other current assets
Foreign currency exchange derivatives	$	—	$	2	$	81	$	30
Commodity derivatives	7		1		—		—
Total assets	$	7	$	3	$	81	$	30

Other current liabilities
Foreign currency exchange derivatives	$	1	$	—	$	2	$	8
Commodity derivatives	8		12		—		—
Total liabilities	$	9	$	12	$	2	$	8

Counterparty Credit Risk

The use of derivative financial instruments exposes the Company to counterparty credit risk. The Parent Company has established policies and procedures to limit the potential for counterparty credit risk, including establishing limits for credit exposure and continually assessing the creditworthiness of counterparties. As a matter of practice, the Parent Company deals with major banks worldwide having strong investment grade long-term credit ratings. To further reduce the risk of loss, the Parent Company generally enters into International Swaps and Derivatives Association master netting agreements with substantially all of its counterparties. The Parent Company’s derivative contracts do not contain any credit risk related contingent features and do not require collateral or other security to be furnished by the Parent Company or the counterparties. The Parent Company’s exposure to credit risk associated with its derivative instruments is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes. The Parent Company does not anticipate any non-performance by any of its counterparties, and the concentration of risk with financial institutions does not present significant credit risk to the Parent Company or the Company.

Derivatives Impact on the Statements of Income and Statements of Comprehensive Income

The following table presents the pre-tax gains (losses) recorded in other comprehensive income (loss) related to cash flow hedges for the three and six months ended March 31, 2019 and 2018 (in millions):

Derivatives in ASC 815 Cash Flow	Three Months Ended March 31,					Six Months Ended March 31,
Hedging Relationships	2019		2018			2019			2018
Foreign currency exchange derivatives	$	—	$	(5	)	$	(2	)	$	1
Commodity derivatives	7		2			4			2
Total	$	7	$	(3	)	$	2		$	3

The following table presents the location and amount of the pre-tax gains (losses) on cash flow hedges reclassified from AOCI into the Company’s combined statements of income for the three and six months ended March 31, 2019 and 2018 (in millions):

Derivatives in ASC 815 Cash Flow	Location of Gain (Loss) Recognized in Income on	Three Months Ended March 31,					Six Months Ended March 31,
Hedging Relationships	Derivative	2019			2018		2019			2018
Foreign currency exchange derivatives	Cost of sales	$	(1	)	$	1	$	—		$	1
Commodity derivatives	Cost of sales	(4		)	3		(9		)	6
Total		$	(5	)	$	4	$	(9	)	$	7

The following table presents the location and amount of pre-tax gains (losses) on derivatives not designated as hedging instruments recognized in the Company’s combined statements of income for the three and six months ended March 31, 2019 and 2018 (in millions):

Derivatives Not Designated as	Location of Gain (Loss) Recognized in Income on	Three Months Ended March 31,					Six Months Ended March 31,
Hedging Instruments under ASC 815	Derivative	2019		2018			2019			2018
Foreign currency exchange derivatives	Cost of sales	$	2	$	(1	)	$	(1	)	$	(1	)
Foreign currency exchange derivatives	Net financing charges	26		(3		)	55			(2		)
Foreign currency exchange derivatives	Income tax provision	—		—			—			2
Total		$	28	$	(4	)	$	54		$	(1	)

8. Fair Value Measurements

ASC 820, “Fair Value Measurement,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:

Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Recurring Fair Value Measurements

The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of March 31, 2019 and September 30, 2018 (in millions):

	Fair Value Measurements Using:
	Total as of March 31, 2019		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other current assets
Foreign currency exchange derivatives	$	81	$	—	$	81	$	—
Commodity derivatives	7		—		7		—
Other noncurrent assets
Investments in marketable common stock	3		3		—		—
Total assets	$	91	$	3	$	88	$	—
Other current liabilities
Foreign currency exchange derivatives	$	3	$	—	$	3	$	—
Commodity derivatives	8		—		8		—
Total liabilities	$	11	$	—	$	11	$	—

	Fair Value Measurements Using:
	Total as of September 30, 2018		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other current assets
Foreign currency exchange derivatives	$	32	$	—	$	32	$	—
Commodity derivatives	1		—		1		—
Other noncurrent assets
Investments in marketable common stock	2		2		—		—
Total assets	$	35	$	2	$	33	$	—
Other current liabilities
Foreign currency exchange derivatives	$	8	$	—	$	8	$	—
Commodity derivatives	12		—		12		—
Total liabilities	$	20	$	—	$	20	$	—

Valuation Methods

Foreign currency exchange derivatives : The foreign currency exchange derivatives are valued under a market approach using publicized spot and forward prices.

Commodity derivatives : The commodity derivatives are valued under a market approach using publicized prices, where available, or dealer quotes.

Investments in marketable common stock : Investments in marketable common stock are valued using a market approach based on the quoted market prices. During the three and six months ended March 31, 2019, the Company recognized unrealized gains of $1 million in the combined statements of income on these investments that were still held as of March 31, 2019.

The fair values of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values. The fair value of long-term debt was $36 million and $57 million at March 31, 2019 and September 30, 2018, respectively,

which was determined using a discounted cash flow approach based on observable market inputs for similar instruments classified as Level 2 inputs within the ASC 820 fair value hierarchy.

9. Stock-Based Compensation

The Parent Company provides stock-based compensation to certain of the Company’s employees under various plans as described below.

During September 2016, the shareholders of the Parent Company approved the Johnson Controls International plc 2012 Share and Incentive Plan (the “Plan”). The types of awards authorized by the Plan comprise of stock options, stock appreciation rights, performance shares, performance units and other stock-based awards. The Compensation Committee of the Parent Company’s Board of Directors will determine the types of awards to be granted to individual participants and the terms and conditions of the awards. Awards are typically granted annually in the Company’s fiscal first quarter. A summary of the stock-based awards granted during the six month periods ended March 31, 2019 and 2018 is presented below:

	Six Months Ended March 31,
	2019			2018
	Number Granted	Weighted Average Grant Date Fair Value		Number Granted	Weighted Average Grant Date Fair Value
Stock options	244,310	$	5.56	190,408	$	7.05
Restricted stock/units	281,329	33.39		245,743	37.36
Performance shares	74,479	36.28		60,917	36.31

Stock Options

Stock options are granted with an exercise price equal to the market price of the Parent Company’s stock at the date of grant. Stock option awards typically vest between two and three years after the grant date and expire ten years from the grant date.

The fair value of each option is estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the following table. The expected life of options represents the period of time that options granted are expected to be outstanding, assessed separately for executives and non-executives. The risk-free interest rate for periods during the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the historical volatility of the Parent Company’s stock since October 2016 blended with the historical volatility of certain peer companies’ stock prior to October 2016 over the most recent period corresponding to the expected life as of the grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of the Parent Company’s ordinary shares as of the grant date. The Parent Company uses historical data to estimate option exercises and employee terminations within the valuation model.

	Six Months Ended March 31,
	2019		2018
Expected life of option (years)	6.4		6.5
Risk-free interest rate	2.77	%	2.28	%
Expected volatility of the Parent Company’s stock	21.80	%	23.70	%
Expected dividend yield on the Parent Company’s stock	3.29	%	2.78	%

Restricted (Nonvested) Stock

The Plan provides for the award of restricted stock to certain employees. These awards are primarily share settled. Restricted awards typically vest over a period of three years from the grant date. The Plan allows for different vesting terms on specific grants with approval by the Board of Directors. The value of restricted awards is based on the closing market value of the Parent Company’s ordinary shares on the date of grant.

Performance Share Awards

The Plan permits the grant of performance-based share unit (“PSU”) awards. The PSUs are generally contingent on the achievement of pre-determined performance goals over a three-year performance period as well as on the award holder’s continuous employment until the vesting date. The PSUs are also indexed to the achievement of specified levels of total shareholder return versus a peer group over the performance period. Each PSU that is earned will be settled with shares of the Parent Company’s ordinary shares following the completion of the performance period.

The fair value of each PSU is estimated on the date of grant using a Monte Carlo simulation that uses the assumptions noted in the following table. The risk-free interest rate for periods during the contractual life of the PSU is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the historical volatility of the Parent Company’s stock after October 2016 blended with the historical volatility of certain peer companies’ stock prior to October 2016 over the most recent three-year period as of the grant date.

	Six Months Ended March 31,
	2019		2018
Risk-free interest rate	2.76	%	1.92	%
Expected volatility of the Parent Company’s stock	22.90	%	21.70	%

10. Redeemable Noncontrolling Interests

The Company consolidates certain subsidiaries in which the noncontrolling interest party has within their control the right to require the Company to redeem all or a portion of its interest in the subsidiary. The redeemable noncontrolling interests are reported at their estimated redemption value. Any adjustment to the redemption value impacts parent company investment but does not impact net income. Redeemable noncontrolling interests which are redeemable only upon future events, the occurrence of which is not currently probable, are recorded at carrying value. As of September 30, 2018, the Company does not have any subsidiaries for which the noncontrolling interest party has within their control the right to require the Company to redeem any portion of its interests.

The following schedules present changes in the redeemable noncontrolling interests for the three and six months ended March 31, 2018 (in millions):

	Three Months Ended March 31,
	2018
Beginning balance, December 31, 2017	$	226
Net income	12
Foreign currency translation adjustments	5
Realized and unrealized losses on derivatives	(5		)
Dividends	(3		)
Ending balance, March 31, 2018	$	235

	Six Months Ended March 31,
	2018
Beginning balance, September 30, 2017	$	209
Net income	25
Foreign currency translation adjustments	12
Realized and unrealized losses on derivatives	(8		)
Dividends	(3		)
Ending balance, March 31, 2018	$	235

11. Accumulated Other Comprehensive Income

The following schedules present changes in AOCI attributable to the Company (in millions, net of tax):

	Three Months Ended March 31,
	2019			2018
Foreign currency translation adjustments
Balance at beginning of period	$	(431	)	$	(221	)
Aggregate adjustment for the period (net of tax effect of $0 and $0)	(38		)	93
Balance at end of period	(469		)	(128		)

Realized and unrealized gains (losses) on derivatives
Balance at beginning of period	(9		)	7
Current period changes in fair value (net of tax effect of $2 and $(1))	5			(2		)
Reclassification to income (net of tax effect of $1 and $(1)) *	4			(3		)
Balance at end of period	—			2

Realized and unrealized losses on marketable securities
Balance at beginning of period	—			(8		)
Current period changes in fair value (net of tax effect of $0)	—			—
Balance at end of period	—			(8		)

Pension and postretirement plans
Balance at beginning of period	(2		)	(2		)
Other changes	—			—
Balance at end of period	(2		)	(2		)

Accumulated other comprehensive loss, end of period	$	(471	)	$	(136	)

	Six Months Ended March 31,
	2019			2018
Foreign currency translation adjustments
Balance at beginning of period	$	(391	)	$	(237	)
Aggregate adjustment for the period (net of tax effect of $0 and $0)	(78		)	109
Balance at end of period	(469		)	(128		)

Realized and unrealized gains (losses) on derivatives
Balance at beginning of period	(7		)	5
Current period changes in fair value (net of tax effect of $1 and $1)	1			2
Reclassification to income (net of tax effect of $3 and $(2)) *	6			(5		)
Balance at end of period	—			2

Realized and unrealized losses on marketable securities
Balance at beginning of period	(8		)	(4		)
Adoption of ASU 2016-01 **	8			—
Current period changes in fair value (net of tax effect of $0)	—			(4		)
Balance at end of period	—			(8		)

Pension and postretirement plans
Balance at beginning of period	(2		)	(2		)
Other changes	—			—
Balance at end of period	(2		)	(2		)

Accumulated other comprehensive loss, end of period	$	(471	)	$	(136	)

* Refer to Note 7, “Derivative Instruments,” of the notes to combined financial statements for disclosure of the line items on the combined statement of income affected by reclassifications from AOCI into income related to derivatives.

** As previously disclosed, during the quarter ended December 31, 2018, the Company adopted ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” As a result the Company reclassified $8 million of unrealized losses on marketable securities to parent company investment as of October 1, 2018.

12. Retirement Plans

Participation in Parent Company Defined Benefit Pension Plans (Shared Plans)

Certain retired U.S. employees of Power Solutions receive defined benefit pension benefits through various Parent Company pension plans. Eligible active employees will also receive defined benefit pension benefits through various Parent Company pension plans in the United States upon retirement. These assets or liabilities are not reflected in the combined statements of financial position. Allocated income in connection with these plans were immaterial for the three and six months ended March 31, 2019 and 2018.

Retirement Benefits

The components of the Company’s net periodic benefit costs, which are primarily related to its U.S. retirement plans, are shown in the table below in accordance with ASC 715, “Compensation — Retirement Benefits” (in millions):

	Three Months Ended March 31,						Six Months Ended March 31,
	2019			2018			2019			2018
Service cost	$	4		$	4		$	8		$	8
Interest cost	4			4			8			8
Expected return on plan assets	(7		)	(8		)	(14		)	(16		)
Net periodic benefit cost	$	1		$	—		$	2		$	—

13. Significant Restructuring and Impairment Costs

To better align its resources with its growth strategies and reduce the cost structure of its global operations to address the softness in certain underlying markets, the Company commits to restructuring plans as necessary.

In fiscal 2018, the Company committed to a significant restructuring plan (“2018 Plan”) and recorded $11 million of restructuring and impairment costs in the combined statement of income. This is the total amount incurred to date and the total amount expected to be incurred for this restructuring plan. The costs consist primarily of workforce reductions and asset impairments. The restructuring actions are expected to be substantially complete in fiscal 2019.

The following table summarizes the changes in the Company’s 2018 Plan reserve, included within other current liabilities in the combined statement of financial position (in millions):

	Employee Severance and Termination Benefits			Long-Lived Asset Impairments			Total
Original reserve	$	5		$	6		$	11
Utilized—cash	(1		)	—			(1		)
Utilized—noncash	—			(6		)	(6		)
Balance at September 30, 2018	$	4		$	—		$	4
Utilized—cash	(3		)	—			(3		)
Balance at March 31, 2019	$	1		$	—		$	1

The Company’s fiscal 2018 restructuring plans included workforce reductions of approximately 100 employees. Restructuring charges associated with employee severance and termination benefits are paid over the severance period granted to each employee or on a lump sum basis in accordance with individual severance agreements.

Company management closely monitors its overall cost structure and continually analyzes each of its businesses for opportunities to consolidate current operations, improve operating efficiencies and locate facilities in close proximity to customers. This ongoing analysis includes a review of its manufacturing, engineering and purchasing operations, as well as the overall global footprint for all its businesses.

14. Income Taxes

The income tax provision in the combined statements of income has been calculated as if Power Solutions filed separate income tax returns and was operating as a stand-alone business. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of the actual tax balances of Power Solutions as part of consolidated JCI. The Company’s operations have historically been included in the Parent Company’s U.S. federal and state tax returns or non-U.S. jurisdiction tax returns.

The Parent Company’s global tax model has been developed based upon its entire portfolio of businesses. Accordingly, the Company’s tax results as presented are not necessarily indicative of future performance and do not necessarily reflect the results that would have generated as an independent company for the periods presented.

In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances known at each interim period. On a quarterly basis, the actual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter. The U.S. federal statutory tax rate is being used as a comparison due to the Company’s current legal entity structure.

For the three months ended March 31, 2019, the Company’s effective tax rate was 12% and was lower than the U.S. federal statutory rate of 21% primarily due the benefits of continuing global tax planning initiatives and non-U.S. tax rate differentials. For the six months ended March 31, 2019, the Company’s effective tax rate was 25% and was higher than the U.S. federal statutory rate of 21% primarily due the change in the deferred tax liability related to the outside basis of certain subsidiaries, partially offset by the benefits of continuing global tax planning initiatives and non-U.S. tax rate differentials. For the three months ended March 31, 2018, the Company’s effective tax rate was 28% and was higher than the blended U.S. federal statutory rate of 24.5% primarily due to non-U.S. tax rate differentials. For the six months ended March 31, 2018, the Company’s effective tax rate was 54% and was higher than the blended U.S. federal statutory rate of 24.5% primarily due to discrete net impacts of U.S. Tax Reform.

As portions of the Company’s operations are included in the Parent Company’s tax returns, payments to certain tax authorities are made by the Parent Company, and not by the Company. The Company does not maintain taxes payable to/from JCI and the Company’s subsidiaries are deemed to settle the annual current tax balances immediately with the legal tax-paying entities in the respective jurisdictions. For the six months ended March 31, 2019 and 2018 these settlements were $75 million and $301 million, respectively, and are reflected as changes in the parent company investment.

Valuation Allowances

The Company reviews the realizability of its deferred tax asset valuation allowances on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or combined group recording the net deferred tax asset are considered, along with any other positive or negative evidence. Since future financial results may differ from previous estimates, periodic adjustments to the Company’s valuation allowances may be necessary.

Uncertain Tax Positions

At September 30, 2018, the Company had gross tax effected unrecognized tax benefits of $211 million which, if recognized, would impact the effective tax rate. Total net accrued interest at September 30, 2018 was approximately $6 million (net of tax benefit). The interest and penalties accrued during the three and six months ended March 31, 2019 and 2018 were immaterial. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Impacts of Tax Legislation and Change in Statutory Tax Rates

On December 22, 2017, the “Tax Cuts and Jobs Act” (H.R. 1) was enacted and significantly revises U.S. corporate income tax by, among other things, lowering corporate income tax rates, imposing a one-time transition tax on deemed repatriated earnings of non-U.S. subsidiaries, and implementing a territorial tax system and various base erosion minimum tax provisions.

In connection with the Company’s analysis of the impact of the U.S. tax law changes, the Company recorded a provisional net tax charge of $161 million during fiscal 2018 consistent with guidance prescribed by Staff Accounting Bulletin 118. This provisional net tax charge arises from expense of $50 million due to the remeasurement of U.S. deferred tax assets and liabilities as well as the one-time transition tax on deemed repatriated earnings, inclusive of all relevant taxes, of $111 million. The Company’s estimated charge of the remeasurement of U.S. deferred tax assets and liabilities increased from $41 million as of December 31, 2017 to $50 million as of September 30, 2018 due to calculation refinement of the Company’s estimated impact. The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21% or the blended fiscal 2018 rate of 24.5%. The Company’s tax charge for transition tax decreased from $117 million as of December 31, 2017 to $111 million as of September 30, 2018 due to further analysis of the Company’s post-1986 non-U.S. earnings and profits (“E&P”) previously deferred from U.S. federal taxation and refinement of the estimated impact of tax law changes. In the first quarter of fiscal 2019, the Company completed its analysis of all enactment-date income tax effects of the U.S. tax law change with no further adjustment to the provisional amounts recorded as of September 30, 2018.

During the three and six months ended March 31, 2019 and 2018, other tax legislation was adopted in various jurisdictions. These law changes did not have a material impact on the Company’s combined financial statements.

Other Tax Matters

In the first quarter of fiscal 2019, the Company recorded a discrete non-cash tax charge of $73 million related to a change in the deferred tax liability related to the outside basis of certain subsidiaries.

15. Product Warranties

The Company offers warranties to its customers depending upon the specific product and terms of the customer purchase agreement. A typical warranty program requires that the Company replace defective products within a specified time period from the date of sale. The Company records an estimate for future warranty-related costs based on actual historical return rates and other known factors. Based on analysis of return rates and other factors, the Company’s warranty provisions are adjusted as necessary. The Company monitors its warranty activity and adjusts its reserve estimates when it is probable that future warranty costs will be different than those estimates.

The Company’s product warranty liability is recorded in the combined statement of financial position in other current liabilities if the warranty is less than one year and in other noncurrent liabilities if the warranty extends longer than one year.

The changes in the carrying amount of the Company’s total product warranty liability for the six months ended March 31, 2019 and 2018 was as follows (in millions):

	Six Months Ended March 31,
	2019			2018
Balance at beginning of period	$	74		$	86
Accruals for warranties issued during the period	89			106
Accruals related to pre-existing warranties (including changes in estimates)	(3		)	1
Settlements made (in cash or in kind) during the period	(88		)	(109		)
Balance at end of period	$	72		$	84

16. Commitments and Contingencies

Environmental Matters

The Company accrues for potential environmental liabilities when it is probable a liability has been incurred and the amount of the liability is reasonably estimable. As of March 31, 2019 and September 30, 2018, reserves for environmental liabilities totaled $5 million and $7 million, respectively. Such potential liabilities accrued by the Company do not take into consideration possible recoveries of future insurance proceeds. They do, however, take into account the likely share other parties will bear at remediation sites. It is difficult to estimate the Company’s ultimate level of liability at many remediation sites due to the large number of other parties that may be involved, the complexity of determining the relative liability among those parties, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, and the often quite lengthy periods over which eventual remediation may occur. Nevertheless, the Company does not currently believe that any claims, penalties or costs in connection with known environmental matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. In addition, the Company has identified asset retirement obligations for environmental matters that are expected to be addressed at the retirement, disposal, removal or abandonment of existing owned facilities. At March 31, 2019 and September 30, 2018, the Company recorded conditional asset retirement obligations of $11 million and $13 million, respectively.

Insurable Liabilities

The Company records liabilities for its workers’ compensation, product, general and auto liabilities. The determination of these liabilities and related expenses is dependent on claims experience. For most of these liabilities, claims incurred but not yet reported are estimated by utilizing actuarial valuations based upon historical claims experience. At March 31, 2019 and September 30, 2018, the insurable liabilities totaled $12 million and $11 million, respectively.

The Company is involved in various lawsuits, claims and proceedings incident to the operation of its businesses, including those pertaining to product liability, environmental, safety and health, intellectual property, employment, commercial and contractual matters, and various other casualty matters. Although the outcome of litigation cannot be predicted with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to us, it is management’s opinion that none of these will have a material adverse effect on the Company’s financial position, results of operations or cash flows. Costs related to such matters were not material to the periods presented.

17. Related Party Transactions and Parent Company Investment

Related Party Transactions

In the ordinary course of business, the Company enters into transactions with related parties, such as equity affiliates. Such transactions consist of the sale or purchase of goods and other arrangements.

The net sales to and purchases from related parties included in the combined statements of income were $143 million and $24 million, respectively, for the three months ended March 31, 2019; and $163 million and $54 million, respectively, for the three months ended March 31, 2018. The net sales to and purchases from related parties included in the combined statements of income were $328 million and $58 million, respectively, for the six months ended March 31, 2019; and $360 million and $86 million, respectively, for the six months ended March 31, 2018.

The following table sets forth the amount of accounts receivable due from and payable to related parties in the combined statements of financial position (in millions):

	March 31, 2019		September 30, 2018
Receivable from related parties	$	84	$	67
Payable to related parties	40		57

The Company has also provided financial support to certain of its VIE’s, see Note 1, “Financial Statements,” of the notes to combined financial statements for additional information.

Corporate Allocations and Parent’s Net Investment

The combined statements of income include allocations for certain support functions that are provided on a centralized basis by the Parent Company and subsequently recorded at the business unit level, such as expenses related to employee benefits, finance, human resources, risk management, information technology, facilities, and legal, among others. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a proportional basis of combined sales, headcount or other measures of the Company or the Parent Company. Management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses from the Parent Company, are reasonable. Nevertheless, the combined financial statements may not include all actual expenses that would have been incurred by the Company and may not reflect the combined results of operations, financial position and cash flows had it been a stand-alone company during the years presented. Actual costs that would have been incurred if the Company had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

In addition to the transactions discussed above, certain intercompany transactions between the Company and the Parent Company have not been recorded as related party transactions. These transactions are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the combined statements of cash flows as a financing activity and in the combined statements of financial position as parent company investment.

Exhibit 99.3

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-220346) of Brookfield Business Partners L.P of our report dated June 15, 2018 relating to the financial statements of Toshiba Nuclear Energy Holdings (US) Inc. and Toshiba Nuclear Energy Holdings (UK) Ltd., which appears in Brookfield Business Partners L.P.’s Form 6-K dated March 5, 2019.

/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
June 20, 2019

Exhibit 99.4

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-220346) of Brookfield Business Partners L.P. of our report dated December 14, 2018, except for the effects of the revision discussed in Note 14 to the combined financial statements, as to which the date is February 8, 2019, relating to the financial statements of the Power Solutions Business of Johnson Controls International plc, which appears in Brookfield Business Partners L.P.’s Form 6-K dated March 5, 2019.

/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
June 20, 2019