Company Quick10K Filing
Price9.26 EPS-1
Shares142 P/E-15
MCap1,317 P/FCF9
Net Debt2,843 EBIT78
TTM 2019-09-30, in MM, except price, ratios
10-Q 2020-03-31 Filed 2020-05-07
10-K 2019-12-31 Filed 2020-03-16
10-Q 2019-09-30 Filed 2019-11-12
10-Q 2019-06-30 Filed 2019-08-09
10-Q 2019-03-31 Filed 2019-05-10
10-K 2018-12-31 Filed 2019-02-28
10-Q 2018-09-30 Filed 2018-11-06
10-Q 2018-06-30 Filed 2018-08-02
10-Q 2018-03-31 Filed 2018-05-10
10-K 2017-12-31 Filed 2018-03-01
10-Q 2017-09-30 Filed 2017-11-09
10-Q 2017-06-30 Filed 2017-08-09
10-Q 2017-03-31 Filed 2017-05-04
10-K 2016-12-31 Filed 2017-02-24
10-Q 2016-09-30 Filed 2016-11-03
10-Q 2016-06-30 Filed 2016-08-04
10-Q 2016-03-31 Filed 2016-05-05
10-K 2015-12-31 Filed 2016-02-25
10-Q 2015-09-30 Filed 2015-11-06
10-Q 2015-06-30 Filed 2015-08-05
10-Q 2015-03-31 Filed 2015-05-08
10-K 2014-12-31 Filed 2015-02-26
10-Q 2014-09-30 Filed 2014-11-06
10-Q 2014-06-30 Filed 2014-08-07
10-Q 2014-03-31 Filed 2014-05-08
10-K 2013-12-31 Filed 2014-02-27
10-Q 2013-09-30 Filed 2013-11-07
10-Q 2013-06-30 Filed 2013-08-08
10-Q 2013-03-31 Filed 2013-05-09
10-K 2012-12-31 Filed 2013-02-28
10-Q 2012-09-30 Filed 2012-11-14
10-Q 2012-06-30 Filed 2012-08-10
10-Q 2012-03-31 Filed 2012-05-25
8-K 2020-06-24
8-K 2020-05-14
8-K 2020-05-06
8-K 2020-05-01
8-K 2020-04-23
8-K 2020-04-17
8-K 2020-03-26
8-K 2020-02-25
8-K 2019-11-07
8-K 2019-08-30
8-K 2019-08-19
8-K 2019-08-07
8-K 2019-06-03
8-K 2019-05-30
8-K 2019-05-22
8-K 2019-05-09
8-K 2019-05-09
8-K 2019-05-01
8-K 2019-04-10
8-K 2019-04-10
8-K 2019-03-28
8-K 2019-03-22
8-K 2019-03-14
8-K 2019-03-08
8-K 2019-02-27
8-K 2018-11-26
8-K 2018-11-15
8-K 2018-11-05
8-K 2018-08-15
8-K 2018-08-01
8-K 2018-07-16
8-K 2018-07-10
8-K 2018-07-04
8-K 2018-05-23
8-K 2018-05-09
8-K 2018-05-09
8-K 2018-04-06
8-K 2018-04-04
8-K 2018-04-02
8-K 2018-03-27
8-K 2018-03-21
8-K 2018-03-01
8-K 2018-01-23

TROX 10Q Quarterly Report

Item 1. Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 exhibit311.htm
EX-31.2 exhibit312.htm
EX-32.1 exhibit321.htm
EX-32.2 exhibit322.htm

Tronox Earnings 2020-03-31

Balance SheetIncome StatementCash Flow
Assets, Equity
Rev, G Profit, Net Income
Ops, Inv, Fin

000153080412/31FALSE2020Q19696P3YP3YSegment Information
Prior to and after the Cristal Transaction, we operate our business under one operating segment, TiO2, which is also our reportable segment.  The Company’s chief operating decision maker, who is its CEO, reviews financial information presented at the TiO2 level for purposes of allocating resources and evaluating financial performance. Since we operate our business under one segment, there is no difference between our consolidated results and segment results.
We disaggregate our revenue from contracts with customers by product type and geographic area. We believe this level of disaggregation appropriately depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors and reflects how our business is managed. See Note 4 for further information on revenues.
During the three months ended March 31, 2020 and 2019, our ten largest third-party TiO2 represented 29% and 42%, respectively, of our consolidated net sales. During the three months ended March 31, 2020 and 2019, no single customer accounted for 10% of our consolidated net sales.

Washington, D.C. 20549
Form 10-Q
(Mark One)
For the quarterly period ended March 31, 2020
For the transition period from __________to ___________
(Commission file number)
(Exact Name of Registrant as Specified in its Charter) extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

England and Wales98-1467236
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

263 Tresser Boulevard, Suite 1100
Stamford, Connecticut 06901
Laporte Road, Stallingborough
Grimsby, North East Lincolnshire, DN40 2PR
United Kingdom 
Registrant’s telephone number, including area code: (203) 705-3800
Securities registered pursuant to Section 12(b) of the Act:
Title of each className of each exchange on which registered
Ordinary Shares, par value $0.01 per shareNew York Stock Exchange
Trading Symbol: TROX
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No
As of April 30, 2020, the Registrant had 143,368,056 ordinary shares outstanding.

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Table of Contents
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


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Item 1. Financial Statements (Unaudited)


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(Millions of U.S. dollars, except share and per share data)
Three Months Ended March 31,
Net sales$722  $390  
Cost of goods sold547  307  
Gross profit175  83  
Selling, general and administrative expenses94  67  
Income from operations79  16  
Interest expense(45) (49) 
Interest income3  9  
Loss on extinguishment of debt  (2) 
Other income (expense), net10  (2) 
Income (loss) before income taxes47  (28) 
Income tax provision(7) (2) 
Net income (loss)40  (30) 
Net income attributable to noncontrolling interest8  4  
Net income (loss) attributable to Tronox Holdings plc$32  $(34) 
Earnings (loss) per share:
Basic $0.23  $(0.27) 
Diluted $0.22  $(0.27) 
Weighted average shares outstanding, basic (in thousands)142,736  124,296  
Weighted average shares outstanding, diluted (in thousands)143,596  124,296  
See accompanying notes to unaudited condensed consolidated financial statements.

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(Millions of U.S. dollars)
Three Months Ended March 31,
Net income (loss)$40  $(30) 
Other comprehensive (loss) income:
Foreign currency translation adjustments(188)   
Pension and postretirement plans:
Amortization of unrecognized actuarial losses, net of taxes of less than $1 million and nil in the three ended March 31, 2020 and 2019, respectively
Total pension and postretirement gains (losses) 1    
Realized (gains) losses on derivatives reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Operations 5    
Unrealized (losses) gains on derivative financial instruments, (net of taxes of $10 million and nil for the three months ended March 31, 2020 and 2019, respectively) - See Note 13
Other comprehensive loss(270)   
Total comprehensive loss(230) (30) 
Comprehensive (loss) income attributable to noncontrolling interest:
Net income8  4  
Foreign currency translation adjustments(47) 11  
Comprehensive (loss) income attributable to noncontrolling interest(39) 15  
Comprehensive loss attributable to Tronox Holdings plc$(191) $(45) 
See accompanying notes to unaudited condensed consolidated financial statements.

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(Millions of U.S. dollars, except share and per share data)
March 31, 2020December 31, 2019
Current Assets
Cash and cash equivalents$420  $302  
Restricted cash9  9  
Accounts receivable (net of allowance for credit losses of $4 million and $5 million as of March 31, 2020 and December 31, 2019, respectively)
554  482  
Inventories, net1,054  1,131  
Prepaid and other assets115  143  
Income taxes receivable6  6  
Total current assets2,158  2,073  
Noncurrent Assets
Property, plant and equipment, net1,630  1,762  
Mineral leaseholds, net783  852  
Intangible assets, net202  208  
Lease right of use assets, net92  101  
Deferred tax assets107  110  
Other long-term assets158  162  
Total assets$5,130  $5,268  
Current Liabilities
Accounts payable$280  $342  
Accrued liabilities346  283  
Short-term lease liabilities37  38  
Short-term debt212    
Long-term debt due within one year30  38  
Income taxes payable6  1  
Total current liabilities911  702  
Noncurrent Liabilities
Long-term debt, net2,954  2,988  
Pension and postretirement healthcare benefits153  160  
Asset retirement obligations129  142  
Environmental liabilities70  65  
Long-term lease liabilities52  62  
Deferred tax liabilities139  184  
Other long-term liabilities43  49  
Total liabilities4,451  4,352  
Commitments and Contingencies - Note 16    
Shareholders’ Equity
Tronox Holdings plc ordinary shares, par value $0.01143,366,438 shares issued and outstanding at March 31, 2020 and 141,900,459 shares issued and outstanding at December 31, 2019
1  1  
Capital in excess of par value1,852  1,846  
Accumulated deficit(471) (493) 
Accumulated other comprehensive loss(829) (606) 
Total Tronox Holdings plc shareholders’ equity553  748  
Noncontrolling interest126  168  
Total equity679  916  
Total liabilities and equity$5,130  $5,268  
See accompanying notes to unaudited condensed consolidated financial statements.

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(Millions of U.S. dollars)

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Three Months Ended
March 31,
Cash Flows from Operating Activities:
Net income (loss)$40  $(30) 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization71  47  
Deferred income taxes  (3) 
Share-based compensation expense9  8  
Amortization of deferred debt issuance costs and discount on debt2  2  
Loss on extinguishment of debt  2  
Other non-cash items affecting net (loss) income14  6  
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net(92) 19  
Increase in inventories, net  (10) 
Increase in prepaid and other assets(3) (1) 
(Decrease) increase in accounts payable and accrued liabilities(54) 8  
Net changes in income tax payables and receivables2  (3) 
Changes in other non-current assets and liabilities(17) (6) 
Cash (used in) provided by operating activities (28) 39  
Cash Flows from Investing Activities:
Capital expenditures(38) (25) 
Loans  (25) 
Cash used in investing activities(38) (50) 
Cash Flows from Financing Activities:
Repayments of long-term debt(7) (101) 
Proceeds from long-term debt  222  
Proceeds from short-term debt213  94  
Acquisition of noncontrolling interest  (148) 
Debt issuance costs  (4) 
Dividends paid(10) (7) 
Restricted stock and performance-based shares settled in cash for withholding taxes(3) (6) 
Cash provided by financing activities193  50  
Effects of exchange rate changes on cash and cash equivalents and restricted cash(9) (1) 
Net increase in cash, cash equivalents and restricted cash118  38  
Cash, cash equivalents and restricted cash at beginning of period311  1,696  
Cash, cash equivalents and restricted cash at end of period$429  $1,734  
Supplemental cash flow information:
Interest paid, net$24  $29  
Income taxes paid$4  $5  

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See accompanying notes to unaudited condensed consolidated financial statements.

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(Millions of U.S. dollars, except for shares)
For the three months ended March 31, 2020
Shares (in
of par
Holdings plc
Balance at December 31, 2019141,900  $1  $1,846  $(493) $(606) $748  $168  $916  
Net income—  —  —  32  —  32  8  40  
Other comprehensive (loss) income—  —  —  (223) (223) (47) (270) 
Share-based compensation1,779  —  9  —  —  9  —  9  
Shares cancelled(313) —  (3) —  —  (3) —  (3) 
Measurement period adjustment related to Cristal acquisition—  —  —  —  (3) (3) 
Ordinary share dividends ($0.07 per share)
—  —  —  (10) —  (10) —  (10) 
Balance at March 31, 2020143,366  $1  $1,852  $(471) $(829) $553  $126  $679  
See accompanying notes to unaudited condensed consolidated financial statements.

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(Millions of U.S. dollars, except for shares)
For the three months ended March 31, 2019
Shares (in
of par
Holdings plc Shareholders’
Balance at December 31, 2018122,934  $1  $1,579  $(357) $(540) $683  $179  $862  
Net (loss) income—  —  —  (34) —  (34) 4  (30) 
Other comprehensive income (loss)—  —  —  —  (11) (11) 11    
Share-based compensation3,306  —  8  —  —  8  —  8  
Shares cancelled(502) —  (6) —  —  (6) —  (6) 
Acquisition of noncontrolling interest—  —  3  —  (61) (58) (90) (148) 
Ordinary share dividends ($0.045 per share)
—  —  —  (6) —  (6) —  (6) 
Balance at March 31, 2019125,738  $1  $1,584  $(397) $(612) $576  $104  $680  
See accompanying notes to unaudited condensed consolidated financial statements.

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(Millions of U.S. dollars, except share, per share and metric tons data or unless otherwise noted)

1. The Company
Tronox Holdings plc (referred to herein as “Tronox,” “we,” “us,” or “our”) is a public limited company registered under the laws of England and Wales. On April 10, 2019, we completed the acquisition from National Industrialization Company ("Tasnee") of the TiO2 business of The National Titanium Dioxide Company Ltd. (“Cristal”) (the “Cristal Transaction”). In order to obtain regulatory approval for the Cristal Transaction, we were required to divest Cristal's North American TiO2 business, which was sold in May 2019. See Note 2 below for further details on the Cristal Transaction.
Including the Cristal operations, we now operate titanium-bearing mineral sand mines and beneficiation and smelting operations in Australia, South Africa and Brazil to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. It is our long-term strategic goal to be fully vertically integrated and consume all of our feedstock materials in our own TiO2 pigment facilities in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that full vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, which we also supply to customers around the world.
Basis of Presentation
The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019.
The acquisition of Cristal has impacted the comparability of our financial statements. As the Cristal Transaction was completed on April 10, 2019, in accordance with ASC 805, the three month period ended March 31, 2019 does not include the results of the Cristal business, while the three month period ended March 31, 2020 does include the results of Cristal. However, the balance sheet at both December 31, 2019 and March 31, 2020 includes the impacts of the acquisition of Cristal.
In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of March 31, 2020, and its results of operations for the three months ended March 31, 2020 and 2019. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial statements, including any potential impacts on the economy as a result of the Covid-19 pandemic which could impact revenue growth and collectibility of trade receivables.
Recently Adopted Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (“Topic 820”): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The standard modifies the disclosure requirements in Topic 820, Fair Value Measurement, by: removing certain disclosure requirements related to the fair value hierarchy; modifying existing disclosure requirements related to measurement uncertainty; and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring

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Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted. We adopted this standard on January 1, 2020 and it did not have a material impact on the Company's consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), as amended. The standard introduces a new accounting model for expected credit losses on financial instruments, including trade receivables, based on estimates of current expected credit losses (CECL). This standard became effective on January 1, 2020, and had an immaterial impact on the Company's consolidated financial statements as our historical bad debt expense has not been material.
Recently Issued Accounting Pronouncements

During the quarter ended March 31, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform Financial Reporting.” This amendment is elective in nature. Amongst other aspects, this standard provides for practical expedients and exceptions to current accounting standards that reference a rate which is expected to be dissolved (e.g. London Interbank Offered Rate “LIBOR”) as it relates to hedge accounting, contract modifications and other transactions that reference this rate, subject to meeting certain criteria. The standard is effective for all entities as of March 12, 2020 through December 31, 2022.The company is currently evaluating the impact of the standard.
2. Cristal Acquisition and Related Divestitures
On April 10, 2019, we completed the acquisition of the TiO2 business of Cristal for $1.675 billion of cash, plus 37,580,000 ordinary shares. The total acquisition price, including the value of the ordinary shares at $14 per share on the closing date of the Cristal Transaction, was approximately $2.2 billion. With the acquisition of our shares, an affiliate of Cristal became our largest shareholder. At March 31, 2020, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a wholly-owned subsidiary of National Titanium Dioxide Company Ltd., continues to own 37,580,000 shares of Tronox, or a 26% ownership interest. National Titanium Dioxide Company Ltd. is 79% owned by Tasnee.
In order to obtain regulatory approval for the Cristal Transaction, the FTC required us to divest Cristal's North American TiO2 business, which we sold to INEOS on May 1, 2019, for cash proceeds, net of transaction costs, of $701 million, inclusive of an amount for a working capital adjustment.
In conjunction with the Cristal Transaction, we entered into a transition services agreement with Tasnee and certain of its affiliates under which we and the Tasnee entities will provide certain transition services to one another. See Note 20 for further details of the transition services agreement. In conjunction with the divestiture of Cristal's North American TiO2 business to INEOS, we entered into a transition services agreement with INEOS. Under the terms of the transition services agreement, INEOS agreed to provide the following services to Tronox for manufacturing, technology and innovation, information technology, finance, warehousing and human resources. Similarly, Tronox will provide services to INEOS for information technology, finance, product stewardship, warehousing and human resources.
In addition, in order to obtain regulatory approval by the European Commission, we divested the 8120 paper laminate grade, supplied from our Botlek facility in the Netherlands, to Venator Materials PLC (“Venator”). The divestiture was completed on April 26, 2019. Under the terms of the divestiture, we will supply the 8120 grade product to Venator under a supply agreement for an initial term of 2 years, and extendable up to 3 years, to allow for the transfer of the manufacturing of the 8120 grade to Venator. Total cash consideration is 8 million Euros, of which 1 million Euros was paid at the closing and the remaining 7 million Euros (approximately $7.7 million at March 31, 2020 exchange rate) will be paid in equal installments during the second quarters of 2020 and 2021. We recorded a charge of $19 million during the second quarter of 2019, in “Contract loss” in the Consolidated Statements of Operations, reflecting both the proceeds on sale and the estimated losses we expect to incur under the supply agreement with Venator.
We funded the cash portion of the Cristal Transaction through existing cash, borrowings from our Wells Fargo Revolver, and restricted cash which had been borrowed under the Blocked Term Loan and which became available to us for the purpose of consummating the Cristal Transaction.


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Allocation of the Purchase Price
For the Cristal Transaction, we have applied the acquisition method of accounting in accordance with ASC 805, "Business Combinations", with respect to the identifiable assets and liabilities of Cristal, which have been measured at estimated fair value as of the date of the business combination.
The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs (see Note 14 for an explanation of Level 2 and Level 3 inputs). These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparables and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.
During the three months ended March 31, 2020,  we finalized the purchase price allocation which resulted in increasing environmental liabilities by $8 million, increasing property, plant and equipment by $13 million, decreasing noncontrolling interest by $3 million, decreasing deferred taxes by $6 million, increasing liabilities held for sale by $5 million and decreasing inventory by $4 million, as well as other minor adjustments. The adjustments to the unaudited Condensed Consolidated Statement of Operations that would have been recognized in the second quarter of 2019 if the measurement period adjustments had been completed as of the acquisition date would have increased the net loss by approximately $1 million.
The final purchase price consideration and estimated fair value of Cristal's net assets acquired on April 10, 2019 are shown below. The assets and liabilities of Cristal's North American TiO2 business, that was subsequently divested on May 1, 2019, are shown as held for sale in the fair value of assets acquired and liabilities assumed.
Fair Value
Purchase Price Consideration:
Tronox Holdings plc shares issued37,580,000  
Tronox Holdings plc closing price per share on April 10, 2019$14.00  
Total fair value of Tronox Holdings plc shares issued at acquisition date$526  
Cash consideration paid$1,675  
Total purchase price$2,201  


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Fair Value
Fair Value of Assets Acquired:
Accounts receivable$251  
Deferred tax assets51  
Prepaid and other assets81  
Property, plant and equipment759  
Mineral leaseholds95  
Intangible assets64  
Lease right of use assets40  
Other long-term assets43  
Assets held for sale850  
Total assets acquired$2,923  
Less: Liabilities Assumed
Accounts payable$102  
Accrued liabilities137  
Short-term lease liabilities13  
Deferred tax liabilities 2  
Pension and postretirement healthcare benefits76  
Environmental liabilities72  
Asset retirement obligations75  
Long-term debt22  
Long-term lease liabilities24  
Other long-term liabilities20  
Liabilities held for sale131  
Total liabilities assumed$674  
Less noncontrolling interest48  
Purchase price$2,201  

Summary of Significant Fair Value Methods

The methods used to determine the fair value of significant identifiable assets and liabilities included in the allocation of purchase price are included in Note 3 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
3. Restructuring Initiatives
In April 2019, we announced the completion of the Cristal Transaction. During the second quarter of 2019, as a result of the acquisition, we outlined a broad based synergy savings program that is expected to reduce costs, simplify processes and focus the organization’s structure and resources on key growth initiatives. During the three months ended March 31, 2020, we recorded costs of $2 million in our unaudited Condensed Consolidated Statement of Operations of which there were no comparable amounts in the three months ended March 31, 2019. The costs consisted primarily of charges for employee related costs, including severance.

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The liability balance for restructuring as of March 31, 2020, is as follows:
Related Costs
Balance, December 31, 2019$10  
First Quarter 2020 charges2  
Cash payments(4) 
Foreign exchange and other1  
Balance, March 31, 2020$9  

4. Revenue
We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time.
Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as accounts receivable. As of March 31, 2020, and December 31, 2019, we did not have material contract asset balances.
Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. Infrequently we may receive advance payment from our customers that is accounted for as deferred revenue. Deferred revenue is earned when control of the product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of March 31, 2020 and December 31, 2019 were approximately $3 million and $1 million, respectively. Contract liability balances were reported as “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets.  All contract liabilities as of December 31, 2019 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Operations during the first quarter of 2020.
Disaggregation of Revenue
We operate under one operating and reportable segment, TiO2. We disaggregate our revenue from contracts with customers by product type and geographic area. We believe this level of disaggregation appropriately depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors and reflects how our business is managed.
Net sales to external customers by geographic areas where our customers are located were as follows:
Three Months Ended
March 31,
North America$178  $138  
South and Central America40  13  
Europe, Middle-East and Africa292  130  
Asia Pacific212  109  
Total net sales$722  $390  

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Net sales from external customers for each similar type of product were as follows:
Three Months Ended
March 31,