EX-99.3

Exhibit 99.3

LOGO

NUTRIEN LTD.

INTERIM FINANCIAL STATEMENTS AND NOTES

AS AT AND FOR THE THREE MONTHS ENDED

MARCH 31, 2023


Unaudited		In millions of US dollars except as otherwise noted

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Earnings


			Three Months Ended March 31
	Note		2023			2022
SALES		2		6,107			7,657
Freight, transportation and distribution				199			203
Cost of goods sold				3,995			4,197
GROSS MARGIN				1,913			3,257
Selling expenses				770			727
General and administrative expenses				145			126
Provincial mining taxes				119			249
Share-based compensation expense				15			135
Other (income) expenses		4		(75	)		21
EARNINGS BEFORE FINANCE COSTS AND INCOME TAXES				939			1,999
Finance costs				170			109
EARNINGS BEFORE INCOME TAXES				769			1,890
Income tax expense		5		193			505
NET EARNINGS				576			1,385
Attributable to
Equity holders of Nutrien				571			1,378
Non-controlling interest				5			7
NET EARNINGS				576			1,385

NET EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF NUTRIEN (“EPS”)
Basic				1.14			2.49
Diluted				1.14			2.49
Weighted average shares outstanding for basic EPS				501,175,000			552,636,000
Weighted average shares outstanding for diluted EPS				502,220,000			554,647,000

Condensed Consolidated Statements of Comprehensive Income

			Three Months Ended March 31
(Net of related income taxes)			2023			2022
NET EARNINGS				576			1,385
Other comprehensive income
Items that will not be reclassified to net earnings:
Net actuarial (loss) gain on defined benefit plans				(3	)		1
Net fair value gain on investments				5			31
Items that have been or may be subsequently reclassified to net earnings:
Gain on currency translation of foreign operations				1			128
Other				(1	)		16
OTHER COMPREHENSIVE INCOME				2			176
COMPREHENSIVE INCOME				578			1,561
Attributable to
Equity holders of Nutrien				573			1,554
Non-controlling interest				5			7
COMPREHENSIVE INCOME				578			1,561

(See Notes to the Condensed Consolidated Financial Statements)


Unaudited		In millions of US dollars except as otherwise noted

Condensed Consolidated Statements of Cash Flows


			Three Months Ended March 31
	Note		2023			2022
						Note 1
OPERATING ACTIVITIES
Net earnings				576			1,385
Adjustments for:
Depreciation and amortization				496			461
Share-based compensation expense				15			135
Gain on disposal of investment				-			(19	)
Provision for deferred income tax				21			45
Long-term income tax receivables				(72	)		10
Net distributed (undistributed) earnings of equity-accounted investees				163			(39	)
Gain on amendments to other post-retirement pension plans				(80	)		-
Other long-term assets, liabilities and miscellaneous				7			30
Cash from operations before working capital changes				1,126			2,008
Changes in non-cash operating working capital:
Receivables				535			(909	)
Inventories				(2,168	)		(2,609	)
Prepaid expenses and other current assets				675			722
Payables and accrued charges				(1,026	)		726
CASH USED IN OPERATING ACTIVITIES				(858	)		(62	)
INVESTING ACTIVITIES
Capital expenditures ¹				(450	)		(351	)
Business acquisitions, net of cash acquired				(111	)		(41	)
Other				(33	)		34
Net changes in non-cash working capital				(100	)		(99	)
CASH USED IN INVESTING ACTIVITIES				(694	)		(457	)
FINANCING ACTIVITIES
Transaction costs related to debt				(20	)		-
Proceeds from short-term debt, net		7		1,873			1,454
Proceeds from long-term debt		8		1,500			-
Repayment of long-term debt				(17	)		(2	)
Repayment of principal portion of lease liabilities				(87	)		(79	)
Dividends paid to Nutrien’s shareholders		9		(246	)		(257	)
Repurchase of common shares		9		(897	)		(642	)
Issuance of common shares				28			126
Other				(5	)		(12	)
CASH PROVIDED BY FINANCING ACTIVITIES				2,129			588
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS				(5	)		9
INCREASE IN CASH AND CASH EQUIVALENTS				572			78
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD				901			499
CASH AND CASH EQUIVALENTS – END OF PERIOD				1,473			577
Cash and cash equivalents is composed of:
Cash				361			546
Short-term investments				1,112			31
				1,473			577
SUPPLEMENTAL CASH FLOWS INFORMATION
Interest paid				98			50
Income taxes paid				1,319			789
Total cash outflow for leases				119			107

1 Includes additions to property, plant and equipment, and intangible assets for the three months ended March 31, 2023 of $411 and $39 (2022 – $306 and $45), respectively.

(See Notes to the Condensed Consolidated Financial Statements)


Unaudited		In millions of US dollars except as otherwise noted

Condensed Consolidated Statements of Changes in Shareholders’ Equity



										Accumulated Other Comprehensive (Loss) Income (“AOCI”)

	Number of Common Shares			Share Capital			Contributed Surplus			Loss on Currency Translation of Foreign Operations			Other			Total AOCI			Retained Earnings			Equity Holders of Nutrien			Non- Controlling Interest			Total Equity

BALANCE – DECEMBER 31, 2021		557,492,516			15,457			149			(176	)		30			(146	)		8,192			23,652			47			23,699

Net earnings		-			-			-			-			-			-			1,378			1,378			7			1,385

Other comprehensive income		-			-			-			128			48			176			-			176			-			176

Shares repurchased (Note 9)		(7,648,235	)		(212	)		-			-			-			-			(375	)		(587	)		-			(587	)

Dividends declared		-			-			-			-			-			-			(265	)		(265	)		-			(265	)

Non-controlling interest transactions		-			-			-			-			-			-			-			-			(11	)		(11	)

Effect of share-based compensation including issuance of common shares		2,275,861			153			(16	)		-			-			-			-			137			-			137
Transfer of net gain on cash flow hedges		-			-			-			-			(3	)		(3	)		-			(3	)		-			(3	)
Transfer of net actuarial gain on defined benefit plans		-			-			-			-			(1	)		(1	)		1			-			-			-

BALANCE – MARCH 31, 2022		552,120,142			15,398			133			(48	)		74			26			8,931			24,488			43			24,531

BALANCE – DECEMBER 31, 2022		507,246,105			14,172			109			(374	)		(17	)		(391	)		11,928			25,818			45			25,863

Net earnings		-			-			-			-			-			-			571			571			5			576

Other comprehensive income		-			-			-			1			1			2			-			2			-			2

Shares repurchased (Note 9)		(11,751,290	)		(328	)		-			-			-			-			(571	)		(899	)		-			(899	)

Dividends declared		-			-			-			-			-			-			(265	)		(265	)		-			(265	)

Non-controlling interest transactions		-			-			-			-			-			-			-			-			(6	)		(6	)

Effect of share-based compensation including issuance of common shares		579,208			34			(3	)		-			-			-			-			31			-			31
Transfer of net loss on cash flow hedges		-			-			-			-			5			5			-			5			-			5
Transfer of net actuarial loss on defined benefit plans		-			-			-			-			3			3			(3	)		-			-			-
Other		-			-			-			(2	)		-			(2	)		-			(2	)		-			(2	)

BALANCE – MARCH 31, 2023		496,074,023			13,878			106			(375	)		(8	)		(383	)		11,660			25,261			44			25,305

(See Notes to the Condensed Consolidated Financial Statements)


Unaudited		In millions of US dollars except as otherwise noted

Condensed Consolidated Balance Sheets



		March 31					December 31

As at	Note	2023			2022		2022

ASSETS

Current assets

Cash and cash equivalents			1,473			577		901

Receivables			6,009			6,437		6,194

Inventories			9,852			9,068		7,632

Prepaid expenses and other current assets			937			943		1,615

			18,271			17,025		16,342

Non-current assets

Property, plant and equipment			21,832			19,998		21,767

Goodwill			12,433			12,287		12,368

Intangible assets			2,292			2,334		2,297

Investments			686			757		843

Other assets			1,078			867		969

TOTAL ASSETS			56,592			53,268		54,586

LIABILITIES

Current liabilities

Short-term debt	7		4,013			3,033		2,142

Current portion of long-term debt			545			551		542

Current portion of lease liabilities			306			293		305

Payables and accrued charges			10,611			11,013		11,291

			15,475			14,890		14,280

Non-current liabilities

Long-term debt	8		9,510			7,519		8,040

Lease liabilities			880			929		899

Deferred income tax liabilities	5		3,603			3,243		3,547

Pension and other post-retirement benefit liabilities			242			425		319

Asset retirement obligations and accrued environmental costs			1,389			1,523		1,403

Other non-current liabilities			188			208		235

TOTAL LIABILITIES			31,287			28,737		28,723

SHAREHOLDERS’ EQUITY

Share capital	9		13,878			15,398		14,172

Contributed surplus			106			133		109

Accumulated other comprehensive (loss) income			(383	)		26		(391	)

Retained earnings			11,660			8,931		11,928

Equity holders of Nutrien			25,261			24,488		25,818

Non-controlling interest			44			43		45

TOTAL SHAREHOLDERS’ EQUITY			25,305			24,531		25,863

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			56,592			53,268		54,586

(See Notes to the Condensed Consolidated Financial Statements)


Unaudited		In millions of US dollars except as otherwise noted

Notes to the Condensed Consolidated Financial Statements

As at and for the Three Months Ended March 31, 2023

NOTE 1 BASIS OF PRESENTATION

Nutrien Ltd. (collectively with its subsidiaries, “Nutrien”, “we”, “us”, “our” or “the Company”) is the world’s largest provider of crop inputs and services. Nutrien plays a critical role in helping growers around the globe increase food production in a sustainable manner.

These unaudited interim condensed consolidated financial statements (“interim financial statements”) are based on International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and have been prepared in accordance with IAS 34, “Interim Financial Reporting”. The accounting policies and methods of computation used in preparing these interim financial statements are materially consistent with those used in the preparation of our 2022 annual consolidated financial statements. These interim financial statements include the accounts of Nutrien and its subsidiaries; however, they do not include all disclosures normally provided in annual consolidated financial statements and should be read in conjunction with our 2022 annual consolidated financial statements.

Certain immaterial 2022 figures have been reclassified in the condensed consolidated statements of cash flows.

In management’s opinion, the interim financial statements include all adjustments necessary to fairly present such information in all material respects. Interim results are not necessarily indicative of the results expected for any other interim period or the fiscal year.

These interim financial statements were authorized by the Audit Committee of the Board of Directors for issue on May 10, 2023.

NOTE 2 SEGMENT INFORMATION

The Company has four reportable operating segments: Nutrien Ag Solutions (“Retail”), Potash, Nitrogen and Phosphate. The Retail segment distributes crop nutrients, crop protection products, seed and merchandise, and it provides services directly to growers through a network of farm centers in North America, South America and Australia. The Potash, Nitrogen and Phosphate segments are differentiated by the chemical nutrient contained in the products that each produces.


Unaudited		In millions of US dollars except as otherwise noted



	Three Months Ended March 31, 2023

	Retail			Potash			Nitrogen			Phosphate		Corporate and Others			Eliminations			Consolidated

Sales – third party		3,422			1,023			1,154			508		-			-			6,107

– intersegment		-			54			264			64		-			(382	)		-

Sales – total		3,422			1,077			1,418			572		-			(382	)		6,107

Freight, transportation and distribution		-			75			106			58		-			(40	)		199

Net sales		3,422			1,002			1,312			514		-			(342	)		5,908

Cost of goods sold		2,807			305			771			427		-			(315	)		3,995

Gross margin		615			697			541			87		-			(27	)		1,913

Selling expenses		765			3			8			2		(2	)		(6	)		770

General and administrative expenses		50			3			5			3		84			-			145

Provincial mining taxes		-			119			-			-		-			-			119

Share-based compensation expense		-			-			-			-		15			-			15

Other expenses (income)		15			(7	)		(14	)		12		(81	)		-			(75	)

(Loss) earnings before finance costs and income taxes		(215	)		579			542			70		(16	)		(21	)		939

Depreciation and amortization		181			97			134			67		17			-			496

EBITDA ¹		(34	)		676			676			137		1			(21	)		1,435

Integration and restructuring related costs		-			-			-			-		5			-			5

Share-based compensation expense		-			-			-			-		15			-			15

Foreign exchange gain, net of related derivatives		-			-			-			-		(34	)		-			(34	)

Adjusted EBITDA		(34	)		676			676			137		(13	)		(21	)		1,421

Assets – at March 31, 2023		25,858			13,526			11,673			2,658		3,589			(712	)		56,592
1 EBITDA is calculated as net earnings (loss) before finance costs, income taxes, and depreciation and amortization.

	Three Months Ended March 31, 2022

	Retail			Potash			Nitrogen			Phosphate		Corporate and Others			Eliminations			Consolidated

Sales – third party		3,833			1,710			1,497			617		-			-			7,657

– intersegment		28			234			339			79		-			(680	)		-

Sales – total		3,861			1,944			1,836			696		-			(680	)		7,657

Freight, transportation and distribution		-			94			95			61		-			(47	)		203

Net sales		3,861			1,850			1,741			635		-			(633	)		7,454

Cost of goods sold		3,016			305			881			428		-			(433	)		4,197

Gross margin		845			1,545			860			207		-			(200	)		3,257

Selling expenses		722			3			8			2		(2	)		(6	)		727

General and administrative expenses		45			2			6			3		70			-			126

Provincial mining taxes		-			249			-			-		-			-			249

Share-based compensation expense		-			-			-			-		135			-			135

Other (income) expenses		(12	)		(3	)		(26	)		4		53			5			21

Earnings (loss) before finance costs and income taxes		90			1,294			872			198		(256	)		(199	)		1,999

Depreciation and amortization		169			112			123			41		16			-			461

EBITDA		259			1,406			995			239		(240	)		(199	)		2,460

Integration and restructuring related costs		-			-			-			-		9			-			9

Share-based compensation expense		-			-			-			-		135			-			135

COVID-19 related expenses		-			-			-			-		5			-			5

Foreign exchange loss, net of related derivatives		-			-			-			-		25			-			25

Gain on disposal of investment		(19	)		-			-			-		-			-			(19	)

Adjusted EBITDA		240			1,406			995			239		(66	)		(199	)		2,615

Assets – at December 31, 2022		24,451			13,921			11,807			2,661		2,622			(876	)		54,586


Unaudited		In millions of US dollars except as otherwise noted


	Three Months Ended March 31
	2023			2022
Retail sales by product line
Crop nutrients		1,335			1,587
Crop protection products		1,154			1,387
Seed		507			458
Merchandise		246			234
Nutrien Financial		57			49
Services and other		148			175
Nutrien Financial elimination ¹		(25	)		(29	)

		3,422			3,861

Potash sales by geography

Manufactured product

North America		417			927

Offshore ²		660			1,017

		1,077			1,944

Nitrogen sales by product line

Manufactured product

Ammonia		416			591

Urea and ESN^®³		491			540

Solutions, nitrates and sulfates		371			474

Other nitrogen and purchased products ³		140			231

		1,418			1,836

Phosphate sales by product line

Manufactured product

Fertilizer		302			432

Industrial and feed		195			184

Other phosphate and purchased products		75			80

		572			696
1 Represents elimination for the interest and service fees charged by Nutrien Financial to Retail branches. 2 Relates to Canpotex Limited (“Canpotex”) (Note 11) and includes provisional pricing adjustments for the three months ended March 31, 2023 of $(147) (2022 – $62). 3 Certain immaterial 2022 figures have been reclassified.

NOTE 3 SHARE-BASED COMPENSATION

The following table summarizes the awards granted under our existing share-based compensation plans described in Note 5 of our 2022 annual consolidated financial statements:


	Three Months Ended March 31
	2023		2022
Stock options:
Granted (number of units)		301,168		375,483
Weighted average grant date fair value (US dollars)		25.67		20.49
Cash-settled share-based awards granted (number of units) ¹		1,003,010		970,461
1 For performance share units granted subsequent to January 1, 2022, return on invested capital over a three-year performance cycle is compared to Board-approved targets as an additional performance condition.


Unaudited		In millions of US dollars except as otherwise noted

NOTE 4 OTHER (INCOME) EXPENSES


	Three Months Ended March 31
	2023			2022

Integration and restructuring related costs		5			9

Foreign exchange (gain) loss, net of related derivatives		(34	)		25

Earnings of equity-accounted investees		(37	)		(41	)

Bad debt expense		9			-

COVID-19 related expenses		-			5

Gain on disposal of investment		-			(19	)

Project feasibility costs		13			12

Customer prepayment costs		14			13

Gain on amendments to other post-retirement pension plans		(80	)		-

Other expenses		35			17

		(75	)		21

NOTE 5 INCOME TAXES

A separate estimated average annual effective income tax rate was determined for each taxing jurisdiction and applied individually to the interim period pre-tax earnings for each jurisdiction.


	Three Months Ended March 31
	2023		2022

Income tax expense		193		505

Actual effective tax rate on earnings (%)		23		26

Actual effective tax rate including discrete items (%)		25		27

Discrete tax adjustments that impacted the tax rate		18		8

The following table summarizes the income tax balances within the condensed consolidated balance sheets:


Income Tax Assets and Liabilities	Balance Sheet Location	As at March 31, 2023	As at December 31, 2022
Income tax assets
Current	Receivables	455	144
Non-current	Other assets	127	54
Deferred income tax assets	Other assets	487	448
Total income tax assets		1,069	646
Income tax liabilities
Current	Payables and accrued charges	114	899
Non-current	Other non-current liabilities	48	46
Deferred income tax liabilities	Deferred income tax liabilities	3,603	3,547
Total income tax liabilities		3,765	4,492


Unaudited		In millions of US dollars except as otherwise noted

NOTE 6 FINANCIAL INSTRUMENTS

Fair Value

Estimated fair values for financial instruments are designed to approximate amounts for which the instruments could be exchanged in a current arm’s length transaction between knowledgeable, willing parties. The valuation policies and procedures for financial reporting purposes are determined by our finance department. There have been no changes to our valuation methods presented in Note 10 of the 2022 annual consolidated financial statements and those valuation methods have been applied in these interim financial statements.

The following table presents our fair value hierarchy for financial instruments carried at fair value on a recurring basis or measured at amortized cost and require fair value disclosure. The table does not include fair value information for financial instruments that are measured using their carrying amount as a reasonable approximation of fair value.



	March 31, 2023											December 31, 2022

Financial assets (liabilities) measured at	Carrying Amount			Level 1			Level 2			Level 3		Carrying Amount			Level 1			Level 2			Level 3

Fair value on a recurring basis ¹

Derivative instrument assets		7			-			7			-		7			-			7			-

Other current financial assets - marketable securities ²		155			29			126			-		148			19			129			-

Investments at FVTOCI ³		205			195			-			10		200			190			-			10

Derivative instrument liabilities		(26	)		-			(26	)		-		(35	)		-			(35	)		-

Amortized cost

Current portion of long-term debt

Notes and debentures		(500	)		(498	)		-			-		(500	)		(493	)		-			-

Fixed and floating rate debt		(45	)		-			(45	)		-		(42	)		-			(42	)		-

Long-term debt

Notes and debentures		(9,388	)		(6,513	)		(2,372	)		-		(7,910	)		(3,581	)		(3,656	)		-

Fixed and floating rate debt		(122	)		-			(122	)		-		(130	)		-			(130	)		-

1 During the periods ended March 31, 2023 and December 31, 2022, there were no transfers between levels for financial instruments measured at fair value on a recurring basis.

2 Marketable securities consist of equity and fixed income securities.

3 Investments at fair value through other comprehensive income (“FVTOCI”) is primarily comprised of shares in Sinofert Holdings Ltd.

NOTE 7 SHORT-TERM DEBT


	Rate of Interest (%)		Total Facility Limit as at March 31, 2023		As at March 31, 2023		As at December 31, 2022
Credit facilities
Unsecured revolving term credit facility		n/a		4,500		-		-
Unsecured revolving term credit facility		5.9		2,000		1,250		500
Uncommitted revolving demand facility		n/a		1,000		-		-
Other credit facilities¹				1,240
South America		1.3 - 77.5				484		453
Australia		4.5				147		190
Other		0.8				52		9
Commercial paper		5.0 - 6.0				1,905		783
Other short-term debt		n/a				175		207
						4,013		2,142

1 Total facility limit amounts include some facilities with maturities in excess of one year.


Unaudited		In millions of US dollars except as otherwise noted

NOTE 8 LONG-TERM DEBT

Issuance in the first quarter 2023

Rate of interest (%)

Maturity

Amount

Notes issued 2023

4.900

March 27, 2028

750

Notes issued 2023

5.800

March 27, 2053

750

1,500

The notes issued in the three months ended March 31, 2023 are unsecured, rank equally with our existing unsecured debt, and have no sinking fund requirements prior to maturity. Each series is redeemable and has various provisions for redemption prior to maturity, at our option, at specified prices.

NOTE 9 SHARE CAPITAL

Share Repurchase Programs

Commencement
Date

Expiry

Maximum

Shares for
Repurchase

Maximum

Shares for
Repurchase (%)

Number of

Shares
Repurchased

2021 Normal Course Issuer Bid

March 1, 2021

February 28, 2022

28,468,448

22,186,395

2022 Normal Course Issuer Bid

March 1, 2022

February 7, 2023

55,111,110

2023 Normal Course Issuer Bid ¹

March 1, 2023

February 29, 2024

24,962,194

3,748,498

1 The 2023 normal course issuer bid will expire earlier than the date above if we acquire the maximum number of common shares allowable or otherwise decide not to make any further repurchases.

Purchases under the normal course issuer bids were, or may be, made through open market purchases at market prices as well as by other means permitted by applicable securities laws, including private agreements.

The following table summarizes our share repurchase activities during the period:



	Three Months Ended March 31

	2023		2022
Number of common shares repurchased for cancellation		11,751,290		7,648,235
Average price per share (US dollars)		76.57		76.79
Total cost		899		587

Dividends Declared

We declared a dividend per share of $0.53 (2022 – $0.48) during the three months ended March 31, 2023, payable on April 13, 2023 to shareholders of record on March 31, 2023.

NOTE 10 SEASONALITY

Seasonality in our business results from increased demand for products during planting season. Crop input sales are generally higher in the spring and fall application seasons. Crop input inventories are normally accumulated leading up to each application season. The results of this seasonality have a corresponding effect on receivables from customers and rebates receivables, inventories, prepaid expenses and other current assets, and trade payables. Our short-term debt also fluctuates during the year to meet working capital needs. Our cash collections generally occur after the application season is complete, while customer prepayments made to us are typically concentrated in December and January and inventory prepayments paid to our suppliers are typically concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.


Unaudited		In millions of US dollars except as otherwise noted

NOTE 11 RELATED PARTY TRANSACTIONS

We sell potash outside Canada and the United States exclusively through Canpotex. Canpotex sells potash to buyers in export markets pursuant to term and spot contracts at agreed upon prices. Our total revenue is recognized at the amount received from Canpotex representing proceeds from their sale of potash, less net costs of Canpotex. Sales to Canpotex are shown in Note 2.



As at	March 31, 2023	December 31, 2022

Receivables from Canpotex	528	866

NOTE 12 BUSINESS COMBINATIONS

On October 1, 2022, we acquired Casa do Adubo S.A. (“Casa do Adubo”). We have revised the total consideration paid for the acquisition to $277, net of cash and cash equivalents acquired, and amounts held in escrow, as a result of obtaining additional information and finalizing the purchase price agreement during the allowed measurement period, resulting in an increase to goodwill and intangible assets. Preliminary goodwill recognized on the Casa do Adubo acquisition was $177 as at March 31, 2023.

We have engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed and related deferred income tax impacts. The valuation technique and judgments applied are consistent with those methods presented in Note 25 of the 2022 annual consolidated financial statements. As at March 31, 2023, the total consideration and purchase price allocation for Casa do Adubo is not final as we are continuing to obtain and verify information required to determine the fair value of certain assets acquired and liabilities assumed and the amount of deferred income taxes arising on their recognition. We will finalize the amounts recognized as we obtain the information necessary to complete the analysis within one year from the date of acquisition.

The following table allocates preliminary values to the acquired assets and assumed liabilities based upon fair values at their respective acquisition date:


	March 31, 2023
	Casa do Adubo
	Preliminary at December 31, 2022			Adjustments¹			Revised Fair Value
Receivables		174			(1	)		173
Inventories		107			-			107
Prepaid expenses and other current assets		3			-			3
Property, plant and equipment		24			-			24
Goodwill		145			32			177
Intangible assets		95			8			103
Other non-current assets		6			-			6
Total assets		554			39			593
Short-term debt		14			-			14
Payables and accrued charges		159			-			159
Long-term debt, including current portion		91			-			91
Lease liabilities, including current portion		10			-			10
Other non-current liabilities		1			-			1
Total liabilities		275			-			275
Total consideration, net of cash and cash equivalents acquired		279			39			318
Amounts held in escrow		(48	)		7			(41	)
Total consideration, net of cash and cash equivalents acquired, and amounts held in escrow		231			46			277

1 We recorded adjustments to the preliminary fair value to reflect facts and circumstances in existence as of the date of acquisition. These adjustments primarily relate to changes in the preliminary valuation assumptions, including refinement of intangible assets. All measurement period adjustments were offset against goodwill.