1 . Organization Nature of Operations Covia Holdings Corporation, including its consolidated subsidiaries (collectively, we, us, our, Covia, and Company), is a leading provider of diversified mineral-based and material solutions for the Industrial and Energy markets. We provide a wide range of specialized silica sand, nepheline syenite, feldspar, calcium carbonate, clay, and kaolin products for use in the glass, ceramics, coatings, foundry, polymers, construction, water filtration, sports and recreation, and oil and gas markets in North America and around the world. Our Industrial segment provides raw, value-added and custom-blended products to the glass, ceramics, metals, coatings, polymers, construction, foundry, filtration, sports and recreation and various other industries, primarily in North America. Our Energy segment offers the oil and gas industry a comprehensive portfolio of raw frac sand, value-added-proppants, well-cementing additives, gravel-packing media and drilling mud additives. Our products serve hydraulic fracturing operations in the U.S., Canada, Argentina, Mexico, China, and northern Europe. The Merger On June 1, 2018 (Merger Date), Unimin Corporation (Unimin) completed a business combination (Merger) whereby Fairmount Santrol Holdings Inc. (Fairmount Santrol) merged into a wholly-owned subsidiary of Unimin and ceased to exist as a separate corporate entity. Immediately following the consummation of the Merger, Unimin changed its name to Covia Holdings Corporation and began operating under that name. The common stock of Fairmount Santrol was delisted from the New York Stock Exchange (NYSE) prior to the market opening on June 1, 2018, and Covia commenced trading under the ticker symbol CVIA on that date. Upon the consummation of the Merger, the former stockholders of Fairmount Santrol (including holders of certain Fairmount Santrol equity awards) received, in the aggregate, $170.0 million in cash consideration and approximately 35% of the common stock of Covia. Approximately 65% of the outstanding shares of Covia common stock is owned by SCR-Sibelco NV (Sibelco), previously the parent company of Unimin. See Note 4 for further discussion of the Merger. In connection with the Merger, we redeemed approximately 18.5 million shares of Unimin common stock from Sibelco in exchange for an amount in cash equal to approximately (i) $660.0 million plus interest accruing at 5.0% per annum for the period from September 30, 2017 through June 1, 2018 less (ii) $170.0 million in cash paid to Fairmount Santrol stockholders. In connection with the Merger, we also completed a debt refinancing transaction, with Barclays Bank PLC as administrative agent, by entering into a $1.65 billion senior secured term loan (Term Loan) and a $200.0 million revolving credit facility (Revolver). The proceeds of the Term Loan were used to repay the indebtedness of Unimin and Fairmount Santrol and to pay the cash portion of the Merger consideration and expenses related to the Merger. In December 2019, we repurchased $62.9 million of the Term Loan and voluntarily canceled the Revolver, effective December 31, 2019. See Note 14 for further discussion of these transactions and terms of such indebtedness. As a condition to the Merger, Unimin contributed certain of its assets comprising its global high purity quartz business (the Electronics segment), including $31.0 million of cash, to a newly-formed wholly-owned subsidiary of Unimin (HPQ Co.), in exchange for all of the stock of HPQ Co. and the assumption by HPQ Co. of certain liabilities. Unimin distributed all of the stock of HPQ Co. to Sibelco in exchange for 0.17 million shares (or 15.1 million shares subsequent to the stock split, see Note 7) of Unimin common stock held by Sibelco. See Note 5 for a discussion of HPQ Co. which is presented as discontinued operations in these consolidated financial statements. Costs and expenses incurred related to the Merger are recorded in Other non-operating expense, net in the accompanying Consolidated Statements of Income (Loss) and include legal, accounting, valuation and financial advisory services, integration and other costs totaling $0.9 million, $51.1 million, and $19.3 million for the years ended December 31, 2019, 2018, and 2017, respectively. Unimin was determined to be the acquirer in the Merger for accounting purposes, and the historical financial statements and certain historical amounts included in the Notes to the Consolidated Financial Statements relate to Unimin. The Consolidated Balance Sheet at December 31, 2018 reflects Covia. The presentation of information for periods prior to the Merger Date are not fully comparable to the presentation of information for periods presented after the Merger Date because the results of operations for Fairmount Santrol are not included in such information prior to the Merger Date. Immaterial Error In 2011, Unimin acquired the remaining 49% noncontrolling interest of a subsidiary within its resin-coated sand business. The difference between the consideration paid by Unimin to the noncontrolling interest holder and the adjustment to the carrying amount of the noncontrolling interest in the subsidiary was recognized directly in equity (e.g., additional paid-in capital). A corresponding deferred tax benefit for the resulting difference between the financial statement and income tax basis of the interest in the subsidiary of $12 million was not recorded at the time of the initial transaction. In accordance with U.S. GAAP, management has quantitatively and qualitatively evaluated the materiality of the error and has determined that the misstatement was immaterial to the previously issued interim and annual financial statements. Accordingly, the adjustment was recorded prospectively in the Consolidated Statements of Income (Loss) in the fourth quarter of 2019 and in the Consolidated Balance Sheets as of December 31, 2019. The effect of correcting the error was not material to the 2019 financial statements. The adjustment resulted in an increase to additional paid-in capital of approximately $12.0 million, an increase in income tax expense in the Consolidated Statements of Income (Loss) of $4.4 million and an increase to Deferred tax assets, net of $7.6 million in the Consolidated Balance Sheets as of December 31, 2019. The adjustments also resulted in an increase to basic and diluted earnings per common share of $0.03 for 2019.