Document and Entity Information
Document and Entity Information Document - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Feb. 15, 2017 | May 08, 2015 | |
Document Information [Line Items] | ||||
Entity Registrant Name | Momentive Performance Materials Inc. | |||
Entity Central Index Key | 1,405,041 | |||
Current Fiscal Year End Date | --12-31 | --12-31 | ||
Document Period End Date | Dec. 31, 2016 | |||
Entity Filer Category | Non-accelerated Filer | |||
Document Type | 10-K | |||
Document Fiscal Year Focus | 2,016 | |||
Document Fiscal Period Focus | Q4 | |||
Amendment Flag | false | |||
Entity Common Stock, Shares Outstanding | 48 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Public Float | $ 0 | |||
MPM Holdings Inc [Member] [Domain] | ||||
Document Information [Line Items] | ||||
Entity Registrant Name | MPM Holdings Inc. | |||
Entity Central Index Key | 1,624,826 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Period End Date | Dec. 31, 2016 | |||
Entity Filer Category | Non-accelerated Filer | |||
Document Type | 10-K | |||
Document Fiscal Year Focus | 2,016 | |||
Document Fiscal Period Focus | Q4 | |||
Amendment Flag | false | |||
Entity Common Stock, Shares Outstanding | 48,058,114 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | $ 228 | ||
Accounts receivable (net of allowance for doubtful accounts) | 280 | ||
Due from Affiliates | 0 | ||
Inventory, Raw Materials, Net of Reserves | 119 | ||
Inventory, Finished Goods, Net of Reserves | 271 | ||
Other Assets, Current | 50 | ||
Assets, Current | 948 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 20 | ||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 9 | ||
Other Assets, Noncurrent | 20 | ||
Due From Intercompany Borrowing, Noncurrent | 0 | ||
Property, Plant and Equipment, Net | 1,075 | ||
Goodwill | 211 | $ 211 | |
Intangible Assets, Net (Excluding Goodwill) | 323 | 356 | |
Assets | [1] | 2,606 | 2,663 |
Current liabilities: | |||
Trade payables | 238 | ||
Due to Affiliate, Current | 0 | ||
Long-term Debt, Current Maturities | 36 | 36 | |
Accrued expenses and other liabilities | 122 | ||
Accrued income taxes | 8 | ||
Accrued Salaries, Current | 61 | ||
Interest and Dividends Payable, Current | 11 | ||
Liabilities, Current | 476 | ||
Deficit: | |||
Accumulated other comprehensive income | (76) | (92) | |
Total Momentive Performance Material's deficit | 482 | 626 | |
Due To Intercompany Borrowing, Noncurrent | 0 | ||
Accumulated losses of unconsolidated subsidiaries in excess of investment | 0 | ||
Pension and Other Postretirement and Postemployment Benefit Plans, Liabilities | 341 | ||
Deferred Tax Liabilities, Net, Noncurrent | 66 | ||
Other Liabilities, Noncurrent | 72 | ||
Liabilities | 2,122 | ||
Stockholders' Equity Attributable to Parent | 484 | ||
Liabilities and Equity | 2,606 | ||
Long-term Debt, Excluding Current Maturities | 1,167 | 1,169 | |
Parent [Member] | |||
Current assets: | |||
Cash and cash equivalents | 39 | ||
Accounts receivable (net of allowance for doubtful accounts) | 0 | ||
Due from Affiliates | 0 | ||
Inventory, Raw Materials, Net of Reserves | 0 | ||
Inventory, Finished Goods, Net of Reserves | 0 | ||
Other Assets, Current | 0 | ||
Assets, Current | 39 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 1,556 | ||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 0 | ||
Other Assets, Noncurrent | 0 | ||
Due From Intercompany Borrowing, Noncurrent | 264 | ||
Property, Plant and Equipment, Net | 0 | ||
Goodwill | 0 | ||
Intangible Assets, Net (Excluding Goodwill) | 0 | ||
Assets | 1,859 | ||
Current liabilities: | |||
Trade payables | 0 | ||
Due to Affiliate, Current | 0 | ||
Long-term Debt, Current Maturities | 0 | ||
Accrued expenses and other liabilities | 0 | ||
Accrued income taxes | 0 | ||
Accrued Salaries, Current | 0 | ||
Interest and Dividends Payable, Current | 11 | ||
Liabilities, Current | 11 | ||
Deficit: | |||
Due To Intercompany Borrowing, Noncurrent | 197 | ||
Accumulated losses of unconsolidated subsidiaries in excess of investment | 0 | ||
Pension and Other Postretirement and Postemployment Benefit Plans, Liabilities | 0 | ||
Deferred Tax Liabilities, Net, Noncurrent | 0 | ||
Other Liabilities, Noncurrent | 0 | ||
Liabilities | 1,375 | ||
Stockholders' Equity Attributable to Parent | 484 | ||
Liabilities and Equity | 1,859 | ||
Long-term Debt, Excluding Current Maturities | 1,167 | ||
Guarantor Subsidiaries [Member] | |||
Current assets: | |||
Cash and cash equivalents | 1 | ||
Accounts receivable (net of allowance for doubtful accounts) | 77 | ||
Due from Affiliates | 86 | ||
Inventory, Raw Materials, Net of Reserves | 71 | ||
Inventory, Finished Goods, Net of Reserves | 118 | ||
Other Assets, Current | 16 | ||
Assets, Current | 369 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 257 | ||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 0 | ||
Other Assets, Noncurrent | 1 | ||
Due From Intercompany Borrowing, Noncurrent | 927 | ||
Property, Plant and Equipment, Net | 526 | ||
Goodwill | 105 | ||
Intangible Assets, Net (Excluding Goodwill) | 136 | ||
Assets | 2,321 | ||
Current liabilities: | |||
Trade payables | 64 | ||
Due to Affiliate, Current | 41 | ||
Long-term Debt, Current Maturities | 0 | ||
Accrued expenses and other liabilities | 41 | ||
Accrued income taxes | 0 | ||
Accrued Salaries, Current | 35 | ||
Interest and Dividends Payable, Current | 0 | ||
Liabilities, Current | 181 | ||
Deficit: | |||
Due To Intercompany Borrowing, Noncurrent | 401 | ||
Accumulated losses of unconsolidated subsidiaries in excess of investment | 0 | ||
Pension and Other Postretirement and Postemployment Benefit Plans, Liabilities | 168 | ||
Deferred Tax Liabilities, Net, Noncurrent | 0 | ||
Other Liabilities, Noncurrent | 15 | ||
Liabilities | 765 | ||
Stockholders' Equity Attributable to Parent | 1,556 | ||
Liabilities and Equity | 2,321 | ||
Long-term Debt, Excluding Current Maturities | 0 | ||
Non-Guarantor Subsidiaries [Member] | |||
Current assets: | |||
Cash and cash equivalents | 188 | ||
Accounts receivable (net of allowance for doubtful accounts) | 203 | ||
Due from Affiliates | 41 | ||
Inventory, Raw Materials, Net of Reserves | 48 | ||
Inventory, Finished Goods, Net of Reserves | 153 | ||
Other Assets, Current | 34 | ||
Assets, Current | 667 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 20 | ||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 9 | ||
Other Assets, Noncurrent | 19 | ||
Due From Intercompany Borrowing, Noncurrent | 51 | ||
Property, Plant and Equipment, Net | 549 | ||
Goodwill | 106 | ||
Intangible Assets, Net (Excluding Goodwill) | 187 | ||
Assets | 1,608 | ||
Current liabilities: | |||
Trade payables | 174 | ||
Due to Affiliate, Current | 86 | ||
Long-term Debt, Current Maturities | 36 | ||
Accrued expenses and other liabilities | 81 | ||
Accrued income taxes | 8 | ||
Accrued Salaries, Current | 26 | ||
Interest and Dividends Payable, Current | 0 | ||
Liabilities, Current | 411 | ||
Deficit: | |||
Due To Intercompany Borrowing, Noncurrent | 644 | ||
Accumulated losses of unconsolidated subsidiaries in excess of investment | 0 | ||
Pension and Other Postretirement and Postemployment Benefit Plans, Liabilities | 173 | ||
Deferred Tax Liabilities, Net, Noncurrent | 66 | ||
Other Liabilities, Noncurrent | 57 | ||
Liabilities | 1,351 | ||
Stockholders' Equity Attributable to Parent | 257 | ||
Liabilities and Equity | 1,608 | ||
Long-term Debt, Excluding Current Maturities | 0 | ||
Consolidation, Eliminations [Member] | |||
Current assets: | |||
Cash and cash equivalents | 0 | ||
Accounts receivable (net of allowance for doubtful accounts) | 0 | ||
Due from Affiliates | (127) | ||
Inventory, Raw Materials, Net of Reserves | 0 | ||
Inventory, Finished Goods, Net of Reserves | 0 | ||
Assets, Current | (127) | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | (1,813) | ||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 0 | ||
Other Assets, Noncurrent | 0 | ||
Due From Intercompany Borrowing, Noncurrent | (1,242) | ||
Property, Plant and Equipment, Net | 0 | ||
Goodwill | 0 | ||
Intangible Assets, Net (Excluding Goodwill) | 0 | ||
Assets | (3,182) | ||
Current liabilities: | |||
Trade payables | 0 | ||
Due to Affiliate, Current | (127) | ||
Long-term Debt, Current Maturities | 0 | ||
Accrued expenses and other liabilities | 0 | ||
Accrued income taxes | 0 | ||
Accrued Salaries, Current | 0 | ||
Interest and Dividends Payable, Current | 0 | ||
Liabilities, Current | (127) | ||
Deficit: | |||
Due To Intercompany Borrowing, Noncurrent | (1,242) | ||
Accumulated losses of unconsolidated subsidiaries in excess of investment | 0 | ||
Pension and Other Postretirement and Postemployment Benefit Plans, Liabilities | 0 | ||
Deferred Tax Liabilities, Net, Noncurrent | 0 | ||
Other Liabilities, Noncurrent | 0 | ||
Liabilities | (1,369) | ||
Stockholders' Equity Attributable to Parent | (1,813) | ||
Liabilities and Equity | (3,182) | ||
Long-term Debt, Excluding Current Maturities | 0 | ||
MPM Inc [Member] | |||
Current assets: | |||
Cash and cash equivalents | 228 | 221 | |
Accounts receivable (net of allowance for doubtful accounts) | 280 | 292 | |
Inventory, Raw Materials, Net of Reserves | 119 | 143 | |
Inventory, Finished Goods, Net of Reserves | 271 | 238 | |
Other Assets, Current | 50 | 48 | |
Assets, Current | 948 | 942 | |
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 9 | 9 | |
Other Assets, Noncurrent | 20 | 19 | |
Property, Plant and Equipment, Net | 1,075 | 1,107 | |
Goodwill | 211 | 211 | |
Intangible Assets, Net (Excluding Goodwill) | 323 | 356 | |
Equity Method Investments | 20 | 19 | |
Land | 74 | 73 | |
Buildings and Improvements, Gross | 307 | 293 | |
Machinery and Equipment, Gross | 959 | 875 | |
Property, Plant and Equipment, Gross | 1,340 | 1,241 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (265) | (134) | |
Assets | 2,606 | 2,663 | |
Current liabilities: | |||
Trade payables | 238 | 223 | |
Long-term Debt, Current Maturities | 36 | 36 | |
Accrued expenses and other liabilities | 122 | 83 | |
Accrued income taxes | 8 | 5 | |
Accrued Salaries, Current | 61 | 43 | |
Interest and Dividends Payable, Current | 11 | 11 | |
Liabilities, Current | 476 | 401 | |
Liabilities, Noncurrent | |||
Common Stock, Value, Outstanding | 0 | 0 | |
Deficit: | |||
Additional paid-in capital | 863 | 860 | |
Accumulated deficit | (303) | (142) | |
Accumulated other comprehensive income | (76) | (92) | |
Total Momentive Performance Material's deficit | 484 | 626 | |
Pension and Other Postretirement and Postemployment Benefit Plans, Liabilities | 341 | 333 | |
Deferred Tax Liabilities, Net, Noncurrent | 66 | 70 | |
Other Liabilities, Noncurrent | 72 | 64 | |
Liabilities | 2,122 | 2,037 | |
Liabilities and Equity | 2,606 | 2,663 | |
Long-term Debt, Excluding Current Maturities | 1,167 | 1,169 | |
Parent Company [Member] | |||
Current assets: | |||
Cash and cash equivalents | 228 | 221 | |
Accounts receivable (net of allowance for doubtful accounts) | 280 | 292 | |
Inventory, Raw Materials, Net of Reserves | 119 | 143 | |
Inventory, Finished Goods, Net of Reserves | 271 | 238 | |
Other Assets, Current | 50 | 48 | |
Assets, Current | 948 | 942 | |
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 9 | 9 | |
Other Assets, Noncurrent | 20 | 19 | |
Property, Plant and Equipment, Net | 1,075 | 1,107 | |
Goodwill | 211 | 211 | |
Intangible Assets, Net (Excluding Goodwill) | 323 | 356 | |
Equity Method Investments | 20 | 19 | |
Land | 74 | 73 | |
Buildings and Improvements, Gross | 307 | 293 | |
Machinery and Equipment, Gross | 959 | 875 | |
Property, Plant and Equipment, Gross | 1,340 | 1,241 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (265) | (134) | |
Assets | 2,606 | 2,663 | |
Current liabilities: | |||
Trade payables | 238 | 223 | |
Long-term Debt, Current Maturities | 36 | 36 | |
Accrued expenses and other liabilities | 123 | 83 | |
Accrued income taxes | 8 | 5 | |
Accrued Salaries, Current | 61 | 43 | |
Interest and Dividends Payable, Current | 11 | 11 | |
Liabilities, Current | 477 | 401 | |
Liabilities, Noncurrent | |||
Common Stock, Value, Outstanding | |||
Deficit: | |||
Additional paid-in capital | 864 | 861 | |
Accumulated deficit | (306) | (143) | |
Accumulated other comprehensive income | (76) | (92) | |
Total Momentive Performance Material's deficit | 482 | 626 | |
Pension and Other Postretirement and Postemployment Benefit Plans, Liabilities | 341 | 333 | |
Deferred Tax Liabilities, Net, Noncurrent | 66 | 70 | |
Other Liabilities, Noncurrent | 73 | 64 | |
Liabilities | 2,124 | 2,037 | |
Liabilities and Equity | 2,606 | 2,663 | |
Long-term Debt, Excluding Current Maturities | $ 1,167 | $ 1,169 | |
[1] | Deferred income tax assets are included within Corporate as reconciling amounts to the Company's total assets as presented on the Consolidated Balance Sheets. |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - USD ($) $ in Millions | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restricted Cash and Cash Equivalents | |||
Allowance for doubtful accounts | $ 4 | ||
Common Stock, Value, Issued | $ 0.01 | $ 0.01 | |
Common Stock, Shares, Issued | 100 | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | ||
Net sales | [1] | $ 465 | $ 2,011 | $ 2,233 | $ 2,289 | |
Cost of Goods Sold | 402 | 1,845 | 1,894 | |||
Gross Profit | 63 | 388 | 395 | |||
Costs and expenses: | ||||||
Cost of sales, excluding depreciation | 1,439 | |||||
Selling, general and administrative expenses | 80 | 434 | 347 | 285 | ||
Depreciation, Amortization and Accretion, Net | 147 | |||||
Depreciation and amortization expenses | (22) | (147) | (185) | 153 | ||
Research and development expenses | 13 | 63 | 64 | 65 | ||
Restructuring Charges | 5 | 20 | 42 | 32 | ||
Other Operating Income | 1 | 0 | 19 | 2 | ||
Operating (loss) income | (34) | (92) | (84) | 11 | ||
Other income (expense): | ||||||
Interest expense, net | 15 | 162 | 76 | 79 | ||
Other income, net | 8 | 0 | (7) | 3 | ||
Gains (Losses) on Extinguishment of Debt | 0 | 0 | (9) | (7) | ||
Loss on extinguishment and exchange of debt | 0 | 0 | (9) | (7) | ||
Reorganization Items | 3 | 1,972 | (2) | (8) | ||
(Loss) income before income taxes and losses from unconsolidated entities | (60) | 1,718 | (146) | (72) | ||
Income taxes (note 8) | 0 | (36) | (18) | (13) | ||
Loss before earnings from unconsolidated entities | (60) | 1,682 | (164) | (85) | ||
Earnings from unconsolidated entities | 0 | 3 | 1 | 2 | ||
Net loss | $ (60) | $ 1,685 | $ (163) | $ (83) | ||
Earnings Per Share, Basic | $ (1) | $ 16,850,000 | $ (3.39) | $ (1.73) | ||
Earnings Per Share, Diluted | $ (1) | $ 16,850,000 | $ (3.39) | $ (1.73) | ||
Weighted Average Number of Shares Outstanding, Basic | 47,989,000 | 100 | 48,050,048 | 48,015,685 | ||
Weighted Average Number of Shares Outstanding, Diluted | 47,989,000 | 100 | 48,050,048 | 48,015,685 | ||
Interest Expense | $ 76 | |||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (88) | $ 1,483 | (145) | $ (146) | ||
Retained Earnings [Member] | ||||||
Other income (expense): | ||||||
Net Income (Loss) Attributable to Momentive Performance Materials Inc | (60) | 1,685 | ||||
Net loss | (60) | (83) | ||||
Parent [Member] | ||||||
Net sales | 0 | |||||
Cost of Goods Sold | 0 | |||||
Gross Profit | 0 | |||||
Costs and expenses: | ||||||
Selling, general and administrative expenses | 1 | |||||
Research and development expenses | 0 | |||||
Restructuring Charges | 0 | |||||
Other Operating Income | 0 | |||||
Operating (loss) income | (1) | |||||
Other income (expense): | ||||||
Other income, net | (8) | |||||
Gains (Losses) on Extinguishment of Debt | (9) | |||||
Reorganization Items | 0 | |||||
(Loss) income before income taxes and losses from unconsolidated entities | (56) | |||||
Income taxes (note 8) | 0 | |||||
Loss before earnings from unconsolidated entities | (56) | |||||
Earnings from unconsolidated entities | (105) | |||||
Net loss | (161) | |||||
Interest Expense | 72 | |||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (145) | |||||
MPM Inc [Member] | ||||||
Net sales | 2,289 | 465 | 2,233 | $ 2,011 | ||
Cost of Goods Sold | 1,894 | 402 | 1,845 | |||
Gross Profit | 395 | 63 | 388 | |||
Costs and expenses: | ||||||
Cost of sales, excluding depreciation | 1,439 | |||||
Selling, general and administrative expenses | 284 | 80 | 345 | 434 | ||
Depreciation, Amortization and Accretion, Net | 147 | |||||
Research and development expenses | 65 | 13 | 64 | 63 | ||
Restructuring Charges | 32 | 5 | 42 | 20 | ||
Other Operating Income | 2 | 1 | 19 | 0 | ||
Operating (loss) income | 12 | (34) | (82) | (92) | ||
Other income (expense): | ||||||
Interest expense, net | (79) | (15) | (76) | (162) | ||
Other income, net | 3 | 8 | (7) | 0 | ||
Gains (Losses) on Extinguishment of Debt | 0 | 0 | (9) | |||
Loss on extinguishment and exchange of debt | (7) | 0 | (9) | 0 | ||
Reorganization Items | (8) | (3) | (2) | 1,972 | ||
(Loss) income before income taxes and losses from unconsolidated entities | (71) | (60) | (144) | 1,718 | ||
Income taxes (note 8) | (13) | 0 | (18) | (36) | ||
Loss before earnings from unconsolidated entities | (84) | (60) | (162) | 1,682 | ||
Earnings from unconsolidated entities | 2 | 0 | 1 | $ 3 | ||
Net loss | (60) | 1,685 | (161) | (82) | ||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (145) | |||||
MPM Inc [Member] | Retained Earnings [Member] | ||||||
Other income (expense): | ||||||
Net Income (Loss) Attributable to Momentive Performance Materials Inc | $ 1,685 | |||||
Net loss | $ (60) | $ (82) | ||||
Guarantor Subsidiaries [Member] | ||||||
Net sales | 1,047 | |||||
Cost of Goods Sold | 913 | |||||
Gross Profit | 134 | |||||
Costs and expenses: | ||||||
Selling, general and administrative expenses | 183 | |||||
Research and development expenses | 39 | |||||
Restructuring Charges | 10 | |||||
Other Operating Income | 3 | |||||
Operating (loss) income | (101) | |||||
Other income (expense): | ||||||
Other income, net | 1 | |||||
Gains (Losses) on Extinguishment of Debt | 0 | |||||
Reorganization Items | (2) | |||||
(Loss) income before income taxes and losses from unconsolidated entities | (60) | |||||
Income taxes (note 8) | 10 | |||||
Loss before earnings from unconsolidated entities | (50) | |||||
Earnings from unconsolidated entities | (55) | |||||
Net loss | (105) | |||||
Interest Expense | (44) | |||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (88) | |||||
Non-Guarantor Subsidiaries [Member] | ||||||
Net sales | 1,775 | |||||
Cost of Goods Sold | 1,521 | |||||
Gross Profit | 254 | |||||
Costs and expenses: | ||||||
Selling, general and administrative expenses | 161 | |||||
Research and development expenses | 25 | |||||
Restructuring Charges | 32 | |||||
Other Operating Income | 16 | |||||
Operating (loss) income | 20 | |||||
Other income (expense): | ||||||
Other income, net | 0 | |||||
Gains (Losses) on Extinguishment of Debt | 0 | |||||
Reorganization Items | 0 | |||||
(Loss) income before income taxes and losses from unconsolidated entities | (28) | |||||
Income taxes (note 8) | (28) | |||||
Loss before earnings from unconsolidated entities | (56) | |||||
Earnings from unconsolidated entities | 1 | |||||
Net loss | (55) | |||||
Interest Expense | 48 | |||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (49) | |||||
Consolidation, Eliminations [Member] | ||||||
Net sales | (589) | |||||
Cost of Goods Sold | (589) | |||||
Gross Profit | 0 | |||||
Costs and expenses: | ||||||
Selling, general and administrative expenses | 0 | |||||
Research and development expenses | 0 | |||||
Restructuring Charges | 0 | |||||
Other Operating Income | 0 | |||||
Operating (loss) income | 0 | |||||
Other income (expense): | ||||||
Other income, net | 0 | |||||
Gains (Losses) on Extinguishment of Debt | 0 | |||||
Reorganization Items | 0 | |||||
(Loss) income before income taxes and losses from unconsolidated entities | 0 | |||||
Income taxes (note 8) | 0 | |||||
Loss before earnings from unconsolidated entities | 0 | |||||
Earnings from unconsolidated entities | 160 | |||||
Net loss | 160 | |||||
Interest Expense | 0 | |||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 137 | |||||
Subsidiaries [Member] | ||||||
Costs and expenses: | ||||||
Selling, general and administrative expenses | 345 | |||||
Operating (loss) income | (82) | |||||
Other income (expense): | ||||||
(Loss) income before income taxes and losses from unconsolidated entities | (144) | |||||
Income taxes (note 8) | (18) | |||||
Loss before earnings from unconsolidated entities | (162) | |||||
Net loss | $ (161) | |||||
[1] | sales are not significant and, as such, are eliminated within the selling segment. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended |
Dec. 31, 2014 | Oct. 24, 2014 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (60) | $ 1,685 |
Other comprehensive income (loss), net of tax: | ||
Reclassification adjustment for fresh start loss included in net income | 0 | (162) |
Other comprehensive loss | (28) | (202) |
other comprehensive loss, after fresh start impacts | (28) | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (88) | 1,483 |
Retained Earnings [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (60) | |
Other comprehensive income (loss), net of tax: | ||
Other comprehensive loss | ||
Foreign Currency Translation Gains Losses [Member] | ||
Other comprehensive income (loss), net of tax: | ||
Net Other Comprehensive Income | (29) | 31 |
Pension Plan [Member] | ||
Other comprehensive income (loss), net of tax: | ||
Net Other Comprehensive Income | (1) | (71) |
MPM Inc [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (60) | 1,685 |
Other comprehensive income (loss), net of tax: | ||
Other comprehensive loss | (28) | (40) |
MPM Inc [Member] | Retained Earnings [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (60) | |
Other comprehensive income (loss), net of tax: | ||
Other comprehensive loss | ||
Parent Company [Member] | ||
Other comprehensive income (loss), net of tax: | ||
Other comprehensive loss | (40) | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (88) | 1,483 |
Parent Company [Member] | Retained Earnings [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 1,685 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Mar. 31, 2015 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Conversion of BCA commitment premium | $ 30 | $ 0 | |||||
Cash flows from operating activities: | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (60) | 1,685 | $ (163) | $ (83) | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
Depreciation and amortization | 22 | 147 | 153 | ||||
Non-cash reorganization items | 0 | (2,078) | 0 | ||||
Loss on extinguishment of debt | 0 | 0 | 9 | 7 | |||
Amortization of debt discount and issuance costs | 4 | 0 | 22 | ||||
DIP financing fees included in net income | 0 | 19 | 0 | ||||
Unrealized losses from pension liability | (15) | 0 | (33) | (16) | |||
Deferred income taxes | (10) | 20 | (17) | (6) | |||
Foreign Currency Transaction Gain (Loss), Unrealized | 2 | 99 | (10) | ||||
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | 4 | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 4 | (27) | 17 | ||||
Inventories | 52 | (95) | 2 | ||||
Trade payables | (82) | 68 | 11 | ||||
Increase (Decrease) in Accrued Taxes Payable | 1 | 0 | (2) | ||||
Prepaid expenses and other assets | 9 | (6) | 18 | ||||
Accrued expenses and other liabilities | 40 | (44) | 18 | ||||
Net cash (used in) provided by operating activities | (3) | (207) | 142 | 128 | |||
Cash flows from investing activities: [Abstract] | |||||||
Capital expenditures | (17) | (78) | (115) | (114) | |||
Interest Paid, Capitalized | 0 | (1) | (2) | 1 | |||
Purchases of intangible assets | 0 | (2) | (2) | 3 | |||
Increase (Decrease) in Restricted Cash | 0 | 0 | 0 | ||||
Proceeds from Sale of Property, Plant, and Equipment | 0 | 1 | 1 | 2 | |||
Net cash used in investing activities | (17) | (18) | (118) | (116) | |||
Cash flows from financing activities: [Abstract] | |||||||
Increase (decrease) in short-term borrowings | (1) | (6) | 0 | (1) | |||
Proceeds from long-term debt | 0 | 180 | 0 | ||||
Repayments of Long-term Debt | 0 | (315) | (16) | 10 | |||
Proceeds from (Repayments of) Related Party Debt | 0 | (50) | 0 | ||||
Proceeds from Other Equity | 0 | 600 | 0 | 1 | |||
Payments of Financing Costs | 0 | ||||||
Net Cash Provided by (Used in) Financing Activities | (1) | 390 | (16) | (10) | |||
Decrease in cash and cash equivalents | (21) | 165 | 9 | 2 | |||
Effect of exchange rate changes on cash | (4) | (6) | (2) | (8) | |||
Cash and cash equivalents, end of period | 228 | ||||||
Interest Paid | 1 | 250 | 57 | ||||
Income Taxes Paid | 3 | 12 | 21 | ||||
Cash | 223 | 248 | 224 | 217 | 223 | $ 89 | |
Capital expenditures included in accounts payable | 20 | 13 | 17 | ||||
Proceeds from return of capital | 0 | ||||||
Proceeds from Contributions from Affiliates | 0 | ||||||
Intercompany dividends | (1) | ||||||
Return of capital | 0 | ||||||
Proceeds from Divestiture of Businesses | 0 | 12 | 0 | ||||
Variable Interest Entity, Initial Consolidation, Gain (Loss) | 0 | 50 | 0 | ||||
DIP Facility Fees | 0 | (19) | 0 | ||||
Parent [Member] | |||||||
Cash flows from operating activities: | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (161) | ||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
Loss on extinguishment of debt | 9 | ||||||
Changes in operating assets and liabilities: | |||||||
Net cash (used in) provided by operating activities | 63 | ||||||
Cash flows from investing activities: [Abstract] | |||||||
Capital expenditures | 0 | ||||||
Interest Paid, Capitalized | 0 | ||||||
Purchases of intangible assets | 0 | ||||||
Proceeds from Sale of Property, Plant, and Equipment | 0 | ||||||
Net cash used in investing activities | 0 | ||||||
Cash flows from financing activities: [Abstract] | |||||||
Increase (decrease) in short-term borrowings | (3) | ||||||
Repayments of Long-term Debt | (16) | ||||||
Payments of Financing Costs | 0 | ||||||
Net Cash Provided by (Used in) Financing Activities | (81) | ||||||
Decrease in cash and cash equivalents | (18) | ||||||
Effect of exchange rate changes on cash | 0 | ||||||
Cash and cash equivalents, end of period | 39 | ||||||
Cash | 39 | 57 | |||||
Proceeds from return of capital | 0 | ||||||
Proceeds from Contributions from Affiliates | (61) | ||||||
Intercompany dividends | (1) | ||||||
Return of capital | 0 | ||||||
MPM Inc [Member] | |||||||
Cash flows from operating activities: | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (60) | 1,685 | (161) | (82) | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
Depreciation and amortization | 22 | $ 153 | 147 | 185 | |||
Non-cash reorganization items | 0 | 0 | (2,078) | 0 | |||
Loss on extinguishment of debt | 0 | 7 | 0 | 9 | |||
Amortization of debt discount and issuance costs | 4 | 22 | 0 | 23 | |||
DIP financing fees included in net income | 0 | 0 | 19 | 0 | |||
Unrealized losses from pension liability | (15) | 13 | 0 | (33) | |||
Deferred income taxes | (10) | (6) | 20 | (17) | |||
Foreign Currency Transaction Gain (Loss), Unrealized | 2 | (10) | 99 | (3) | |||
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | 0 | 4 | 5 | 7 | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 4 | 17 | (27) | 11 | |||
Inventories | 52 | 2 | (95) | (12) | |||
Trade payables | (82) | 11 | 68 | 8 | |||
Increase (Decrease) in Accrued Taxes Payable | 1 | (2) | 0 | 7 | |||
Prepaid expenses and other assets | 9 | 18 | (6) | (15) | |||
Accrued expenses and other liabilities | 40 | 18 | (44) | 72 | |||
Net cash (used in) provided by operating activities | (3) | 129 | (207) | 144 | |||
Cash flows from investing activities: [Abstract] | |||||||
Capital expenditures | (17) | (114) | (78) | (115) | |||
Interest Paid, Capitalized | 0 | 1 | (1) | 2 | |||
Purchases of intangible assets | 0 | 3 | (2) | 2 | |||
Increase (Decrease) in Restricted Cash | 0 | 0 | 0 | (1) | 0 | ||
Proceeds from Sale of Property, Plant, and Equipment | 0 | 2 | 1 | 1 | |||
Net cash used in investing activities | (17) | (116) | (18) | (118) | |||
Cash flows from financing activities: [Abstract] | |||||||
Increase (decrease) in short-term borrowings | (1) | (1) | (6) | 0 | |||
Proceeds from long-term debt | 0 | 0 | 180 | 0 | |||
Repayments of Long-term Debt | 0 | 10 | (315) | 16 | |||
Proceeds from (Repayments of) Related Party Debt | 0 | 0 | (50) | 0 | |||
Proceeds from Other Equity | 0 | 0 | 600 | 0 | |||
Net Cash Provided by (Used in) Financing Activities | (1) | (11) | 390 | (17) | |||
Decrease in cash and cash equivalents | (21) | 2 | 165 | 9 | |||
Effect of exchange rate changes on cash | (4) | (8) | (6) | (2) | |||
Cash and cash equivalents, beginning of period | 221 | ||||||
Cash and cash equivalents, end of period | 228 | 221 | |||||
Interest Paid | 1 | 250 | 56 | 57 | |||
Income Taxes Paid | 3 | 12 | 27 | 21 | |||
Cash | 223 | 248 | 224 | 217 | $ 223 | $ 89 | |
Capital expenditures included in accounts payable | 20 | 13 | 25 | 17 | |||
Proceeds from Divestiture of Businesses | 0 | 0 | 12 | ||||
Variable Interest Entity, Initial Consolidation, Gain (Loss) | 0 | 0 | 50 | 0 | |||
DIP Facility Fees | $ 0 | $ 0 | $ (19) | 0 | |||
Parent Company [Member] | |||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
Unrealized losses from pension liability | (13) | ||||||
Cash flows from investing activities: [Abstract] | |||||||
Net cash used in investing activities | (117) | ||||||
Cash flows from financing activities: [Abstract] | |||||||
Cash and cash equivalents, beginning of period | 221 | ||||||
Cash and cash equivalents, end of period | 228 | 221 | |||||
Guarantor Subsidiaries [Member] | |||||||
Cash flows from operating activities: | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (105) | ||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
Loss on extinguishment of debt | 0 | ||||||
Changes in operating assets and liabilities: | |||||||
Net cash (used in) provided by operating activities | 61 | ||||||
Cash flows from investing activities: [Abstract] | |||||||
Capital expenditures | (56) | ||||||
Interest Paid, Capitalized | 0 | ||||||
Purchases of intangible assets | (2) | ||||||
Proceeds from Sale of Property, Plant, and Equipment | 1 | ||||||
Net cash used in investing activities | 3 | ||||||
Cash flows from financing activities: [Abstract] | |||||||
Increase (decrease) in short-term borrowings | 0 | ||||||
Repayments of Long-term Debt | 0 | ||||||
Payments of Financing Costs | (64) | ||||||
Net Cash Provided by (Used in) Financing Activities | (65) | ||||||
Decrease in cash and cash equivalents | (1) | ||||||
Effect of exchange rate changes on cash | 0 | ||||||
Cash and cash equivalents, end of period | 1 | ||||||
Cash | 1 | 2 | |||||
Proceeds from return of capital | 60 | ||||||
Proceeds from Contributions from Affiliates | (1) | ||||||
Intercompany dividends | 0 | ||||||
Return of capital | 0 | ||||||
Non-Guarantor Subsidiaries [Member] | |||||||
Cash flows from operating activities: | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (55) | ||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
Loss on extinguishment of debt | 0 | ||||||
Changes in operating assets and liabilities: | |||||||
Net cash (used in) provided by operating activities | 112 | ||||||
Cash flows from investing activities: [Abstract] | |||||||
Capital expenditures | (59) | ||||||
Interest Paid, Capitalized | (2) | ||||||
Purchases of intangible assets | 0 | ||||||
Proceeds from Sale of Property, Plant, and Equipment | 0 | ||||||
Net cash used in investing activities | (61) | ||||||
Cash flows from financing activities: [Abstract] | |||||||
Increase (decrease) in short-term borrowings | 3 | ||||||
Repayments of Long-term Debt | 0 | ||||||
Payments of Financing Costs | (28) | ||||||
Net Cash Provided by (Used in) Financing Activities | (23) | ||||||
Decrease in cash and cash equivalents | 28 | ||||||
Effect of exchange rate changes on cash | (2) | ||||||
Cash and cash equivalents, end of period | 188 | ||||||
Cash | 184 | 158 | |||||
Proceeds from return of capital | 0 | ||||||
Proceeds from Contributions from Affiliates | 62 | ||||||
Intercompany dividends | 0 | ||||||
Return of capital | (60) | ||||||
Consolidation, Eliminations [Member] | |||||||
Cash flows from operating activities: | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 160 | ||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
Loss on extinguishment of debt | 0 | ||||||
Changes in operating assets and liabilities: | |||||||
Net cash (used in) provided by operating activities | (92) | ||||||
Cash flows from investing activities: [Abstract] | |||||||
Capital expenditures | 0 | ||||||
Interest Paid, Capitalized | 0 | ||||||
Purchases of intangible assets | 0 | ||||||
Proceeds from Sale of Property, Plant, and Equipment | 0 | ||||||
Net cash used in investing activities | (60) | ||||||
Cash flows from financing activities: [Abstract] | |||||||
Increase (decrease) in short-term borrowings | 0 | ||||||
Repayments of Long-term Debt | 0 | ||||||
Payments of Financing Costs | 92 | ||||||
Net Cash Provided by (Used in) Financing Activities | 152 | ||||||
Decrease in cash and cash equivalents | 0 | ||||||
Effect of exchange rate changes on cash | 0 | ||||||
Cash and cash equivalents, end of period | 0 | ||||||
Cash | 0 | $ 0 | |||||
Proceeds from return of capital | (60) | ||||||
Proceeds from Contributions from Affiliates | 0 | ||||||
Intercompany dividends | 0 | ||||||
Return of capital | 60 | ||||||
Subsidiaries [Member] | |||||||
Cash flows from operating activities: | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (161) | ||||||
Changes in operating assets and liabilities: | |||||||
Net cash (used in) provided by operating activities | 144 | ||||||
Cash flows from financing activities: [Abstract] | |||||||
Net Cash Provided by (Used in) Financing Activities | $ (17) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) | Successor [Member] | Reorganization adjustments [Member] | Parent Company [Member] | Parent Company [Member]Retained Earnings [Member] | MPM Inc [Member] | MPM Inc [Member]Common Stock | MPM Inc [Member]Additional Paid-in Capital | MPM Inc [Member]Retained Earnings [Member] | MPM Inc [Member]Accumulated Other Comprehensive Income (Loss) |
Common Stock, Shares, Outstanding | 100 | |||||||||||||
Payments of Ordinary Dividends, Common Stock | $ 0 | |||||||||||||
Cancellation of predecessor company equity | (162) | $ 713 | $ (162) | $ (162) | $ 713 | $ (162) | ||||||||
Balance at Dec. 31, 2013 | (1,480) | 0 | $ 716 | (2,398) | 202 | (1,480) | $ 0 | $ 716 | (2,398) | 202 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Sale of business to related party | (3) | (3) | (3) | (3) | ||||||||||
Net Income (Loss) Attributable to Momentive Performance Materials Inc | 1,685 | 1,685 | ||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 1,685 | $ 1,685 | 1,685 | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (202) | (40) | $ (40) | (40) | (40) | |||||||||
Balance at Oct. 24, 2014 | 0 | 0 | 0 | 0 | 0 | $ 2,578 | 0 | 0 | 0 | 0 | 0 | |||
Issuance of Successor Company common stock | 857 | 857 | ||||||||||||
Balance at Oct. 25, 2014 | 857 | $ 0 | 857 | 0 | 0 | $ 857 | 857 | 0 | 857 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 47,989,000,000,000 | |||||||||||||
Additional paid-in capital (Predecessor) | (713) | (713) | ||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 0 | |||||||||||||
Additional paid-in capital (Successor) | 857 | |||||||||||||
Payments of Ordinary Dividends, Common Stock | 0 | |||||||||||||
Balance at Oct. 24, 2014 | 0 | $ 0 | 0 | 0 | 0 | $ 2,578 | 0 | 0 | 0 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net Income (Loss) Attributable to Momentive Performance Materials Inc | (60) | |||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (60) | (60) | (60) | (60) | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | (28) | (28) | (28) | (28) | ||||||||||
Balance at Dec. 31, 2014 | $ 769 | 0 | 857 | (60) | (28) | 769 | 0 | 857 | (60) | (28) | ||||
Additional paid-in capital (Predecessor) | 0 | |||||||||||||
Common Stock, Shares, Outstanding | 47,989,000,000,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 0 | |||||||||||||
Additional paid-in capital (Successor) | $ 857 | 857 | ||||||||||||
Common Stock, Shares, Outstanding | 47,989,000,000,000 | |||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (28) | |||||||||||||
Payments of Ordinary Dividends, Common Stock | (1) | |||||||||||||
Proceeds from Contributions from Parent | 3 | |||||||||||||
Allocated Share-based Compensation Expense | 3 | 3 | ||||||||||||
Net Income (Loss) Attributable to Momentive Performance Materials Inc | ||||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (83) | (83) | (82) | (82) | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | (64) | (64) | (64) | (64) | ||||||||||
Balance at Dec. 31, 2015 | 626 | $ 0 | 861 | (143) | (92) | 626 | 626 | 0 | 860 | (142) | (92) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 39,594,000,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | ||||||||||||||
Proceeds from Issuance of Common Stock | $ 1 | 1 | ||||||||||||
Common Stock, Shares, Outstanding | 48,028,594,000,000 | |||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (92) | (92) | (92) | |||||||||||
Proceeds from Contributions from Parent | 3 | |||||||||||||
Allocated Share-based Compensation Expense | 3 | 3 | ||||||||||||
Net Income (Loss) Attributable to Momentive Performance Materials Inc | ||||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (163) | (161) | ||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 16 | 16 | 16 | |||||||||||
Balance at Dec. 31, 2016 | 482 | $ 0 | 864 | $ (306) | $ (76) | 482 | 484 | $ 0 | $ 863 | $ (303) | $ (76) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 29,520,000,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | ||||||||||||||
Proceeds from Issuance of Common Stock | $ 0 | |||||||||||||
Common Stock, Shares, Outstanding | 48,058,114,000,000 | |||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (76) | $ (76) | $ (76) |
Consolidated Statements of Equ8
Consolidated Statements of Equity (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Dividends paid to parent, per share |
Business and Basis of Presentat
Business and Basis of Presentation (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, consolidation and presentation of financial statements disclosure | Business and Basis of Presentation Based in Waterford, NY, Momentive Performance Materials Inc. (the “Company” or “MPM”), is comprised of two reportable segments: Silicones and Quartz. Silicones is a global business engaged in the manufacture, sale and distribution of silanes, specialty silicones and urethane additives. Quartz, also a global business, is engaged in the manufacture, sale and distribution of high-purity fused quartz and ceramic materials. As a result of the Company’s reorganization and emergence from Chapter 11 bankruptcy on October 24, 2014 (the “Effective Date”), the Company’s direct parent became MPM Intermediate Holdings Inc., a holding company and wholly owned subsidiary of MPM Holdings Inc. (“Momentive”), the ultimate parent entity of MPM. Prior to its reorganization, the Company, through a series of intermediate holding companies, was controlled by investment funds managed by affiliates of Apollo Management Holdings, L.P. (together with Apollo Global Management, LLC and subsidiaries, “Apollo”). Upon emergence from bankruptcy on the Effective Date, the Company adopted fresh start accounting which resulted in the creation of a new entity for financial reporting purposes. As a result of the application of fresh start accounting, as well as the effects of the implementation of the Plan, the Consolidated Financial Statements on or after October 24, 2014 are not comparable with the Consolidated Financial Statements prior to that date. Refer to Note 2 for additional information. References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company subsequent to October 24, 2014. References to “Predecessor” or “Predecessor Company” refer to the financial position and results of operations of the Company prior to October 24, 2014. During the three months ended December 31, 2015, the Company recorded out-of-period adjustments totaling approximately $3. A $2 adjustment related to property taxes should have been originally recorded in each of the second and third quarters of 2015 ($1). The remaining $1 adjustment related to income taxes and should have been originally recorded in the second quarter of 2015. The adjustments decreased pretax income and net income for the three months ended December 31, 2015 by $2 and $3, respectively. After evaluating the quantitative and qualitative aspects of the adjustments, the Company concluded the effect of these adjustments was not material to any previously issued consolidated financial statements or the annual results for 2015. |
Fresh Start Accounting (Notes)
Fresh Start Accounting (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Fresh Start Accounting [Abstract] | |
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block] | Emergence From Chapter 11 Bankruptcy On April 13, 2014 (the “Petition Date”), Momentive Performance Materials Holdings Inc. (the Company’s direct parent prior to October 24, 2014, “Old MPM Holdings”), the Company, and certain of our U.S. subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization (the “Bankruptcy Filing”) under Chapter 11 (“Chapter 11”) of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”). The Chapter 11 proceedings were jointly administered under the caption In re MPM Silicones, LLC, et al. , Case No. 14-22503. The Company continued to operate its businesses as “debtors-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. On June 23, 2014, the Company filed with the Court an amended version of the Chapter 11 plan of reorganization proposed by the Debtors (as amended, supplemented, or modified, the “Plan”) and accompanying disclosure statement (the “Disclosure Statement”). On the Effective Date, the Plan became effective and the Company emerged from the Chapter 11 proceedings. On or following the Effective Date, and pursuant to the terms of the Plan, the following occurred: • payment in full in cash to general unsecured creditors (including trade creditors) and holders of claims arising from the $75 senior secured revolving credit facility (the “Cash Flow Facility”) and the $300 senior secured debtor-in-possession term loan facility (the “DIP Term Loan Facility”); • conversion of the Company’s then-existing asset-based revolving facility into an exit $270 asset-based revolving facility (the “ABL Facility”); • issuance of new 3.88% First-Priority Senior Secured Notes due 2021 (the “First Lien Notes”) and new 4.69% Second-Priority Senior Secured Notes due 2022 (the “Second Lien Notes”) to holders of the Company’s 8.875% First-Priority Senior Secured Notes due 2020 (the “Old First Lien Notes”) and 10% Senior Secured Notes due 2020 (the “Old Secured Notes”), respectively, and the cancellation of the Old First Lien Notes and the Old Secured Notes; • conversion of the Company’s 9.00% Springing Lien Dollar Notes due 2021 and 9.50% Springing Lien Euro Notes due 2021 (collectively, “Old Second Lien Notes”) into the new equity of the Successor Company (resulting in the issuance of 11,791,126 shares of common stock), subject to dilution by the management incentive plan and common stock issued in the rights offerings; • issuance of 36,197,874 shares of Successor Company common stock (including shares issued in connection with the backstop commitment of the rights offerings (the “Backstop Commitment”)) resulting from the exercise of subscription rights issued to holders of the Old Second Lien Notes in the $600 rights offerings and the “commitment premium” paid in shares to the backstop parties in respect of their backstop commitment; • exchange of all shares of Successor Company common stock for common stock of MPM Holdings Inc. and the contribution by MPM Holdings Inc. of all shares of the Successor Company common stock to its wholly-owned subsidiary, MPM Intermediate Holdings Inc., a result of which the Company became a wholly owned subsidiary of MPM Intermediate Holdings Inc.; • cancellation of the equity of the Predecessor Company; • cancellation of the Company’s 11.5% Senior Subordinated Notes due 2016 (the “Subordinated Notes”); • a recovery to the holders of Old MPM Holdings’ 11% Senior Discount Note due June 4, 2017 (“PIK Notes”) of $9, which represents the amount of the cash available at Old MPM Holdings as of the Effective Date, after taking into account administrative expenses; and • appointment of a new chief executive officer, chief financial officer and general counsel. Backstop Commitment Agreement and Rights Offerings Backstop Commitment Agreement On May 9, 2014, the Company entered into the Backstop Commitment Agreement, as subsequently amended (the “BCA”), among the Company, Old MPM Holdings, and the commitment parties party thereto (the “Commitment Parties,” and each individually, a “Commitment Party”). The BCA provided that upon the satisfaction of certain terms and conditions, including the confirmation of the Plan, the Company would have the option to require each Commitment Party to purchase from the Company (on a several and not joint basis) its pro rata portion, based on such Commitment Party’s backstop commitment percentage, of the common stock of the reorganized Company (the “New Common Stock”) that is not otherwise purchased in connection with the Rights Offerings (described below) which were made in connection with the Plan (the “Unsubscribed Shares”). In consideration for their commitment to purchase the Unsubscribed Shares, the Commitment Parties received a commitment premium equal to $30 (the “BCA Commitment Premium”). The BCA Commitment Premium was payable in shares of New Common Stock; provided, that, if the BCA was terminated under certain circumstances, the BCA Commitment Premium would have been payable in cash. Pursuant to the terms of the BCA, the BCA Commitment Premium was deemed earned, nonrefundable and non-avoidable upon entry of the approval order by the Court. The Company had recognized a $30 liability for the BCA Commitment Premium under the guidance for accounting for liability instruments. This amount is included in “Reorganization items, net” in the Consolidated Statements of Operations. Upon application of fresh-start accounting (see Note 3), on October 24, 2014, the BCA Commitment Premium was converted to equity in the Consolidated Balance Sheets. The Company has agreed to reimburse the Commitment Parties for all reasonable fees and expenses incurred in connection with, among other things, the negotiation, preparation and implementation of the Rights Offerings, the Plan and any related efforts. In addition, the BCA requires that the Company and the other Debtors indemnify the Commitment Parties for certain losses, claims, damages, liabilities, costs and expenses arising out of or in connection with the BCA, the Plan and the related transactions. On June 23, 2014, the Court found that the terms and conditions of MPM’s Restructuring Support Agreement were fair, reasonable and the best available to the Debtors under the circumstances, and issued an order authorizing and directing the Debtors to enter into, execute, deliver and implement the BCA.The Court’s Order approving the Plan, entered on September 11, 2014, also requires the Company and the Debtors to indemnify the Commitment Parties for all fees, expenses, costs and liabilities incurred in connection with certain cases. The indenture trustees for the Old First Lien Notes and the Old Secured Notes commenced actions against certain of the Commitment Parties for alleged breaches of the applicable intercreditor agreement governing the rights and priorities of such parties. Rights Offerings On the Effective Date, all previously issued and outstanding shares of the Predecessor Company’s common stock were canceled, as were all other previously issued and outstanding equity interests. On the Effective Date, the Company issued 7,475,000 shares (the “1145 Rights Offering Stock”) of a new class of common stock, par value $0.01 per share, of the Company (the “New Common Stock”) pursuant to the rights offering under Section 1145 of the Bankruptcy Code (the “Section 1145 Rights Offering”) and 26,662,690 shares (the “4(a)(2) Rights Offering Stock”) of New Common Stock pursuant to the rights offering under section 4(a)(2) (the “4(a)(2) Rights Offering”) of the Securities Act of 1933, as amended (the “Securities Act). Additionally, the Company issued 2,060,184 shares of New Common Stock pursuant to the Backstop Commitment, including 1,475,652 shares of New Common Stock issued as consideration for the BCA Commitment Premium. A portion of the 1145 Rights Offering Stock issued to the Commitment Parties, and all of the 4(a)(2) Rights Offering Stock, are restricted securities under the Securities Act, and may not be offered, sold or otherwise transferred except in accordance with applicable restrictions. In addition, upon effectiveness of the Plan, the Company issued 11,791,126 shares of New Common Stock to holders of the Second Lien Notes pursuant to the Second Lien Notes Equity Distribution. Collectively, the Section 1145 Rights Offering and the 4(a)(2) Rights Offering are referred to as the “Rights Offerings”. In accordance with the Plan, all shares of New Common Stock were automatically exchanged for one share of common stock, par value $0.01 per share, of Momentive, which contributed the shares of New Common Stock to its wholly-owned subsidiary, MPM Intermediate Holdings. As a result, the Company is a wholly owned subsidiary of MPM Intermediate Holdings. The shares of New Common Stock described above were exempt from registration under the Securities Act pursuant to (i) Section 1145 of the Bankruptcy Code, which generally exempts from such registration requirements the issuance of securities under a plan of reorganization, and/or (ii) Section 4(a)(2) of the Securities Act because the issuance did not involve any public offering. Registration Rights Agreement On October 24, 2014, in connection with the emergence from Chapter 11, Momentive entered into a registration rights agreement with certain of its stockholders (the “Registration Rights Agreement”), which provides the stockholders party thereto certain registration rights. Under the Registration Rights Agreement, Momentive is required to file a shelf registration statement (on Form S-3 if permitted) and use its reasonable best efforts to cause the registration statement to become effective for the benefit of all stockholders party to the Registration Rights Agreement. Any individual holder or holders of Momentive’s outstanding common stock party thereto can demand an unlimited number of “shelf takedowns,” which may be conducted in underwritten offerings so long as the total offering size is reasonably expected to exceed $50. To satisfy its obligations under the Registration Rights Agreement, Momentive filed a registration statement on Form S-1 (File No. 333-201338) on December 31, 2014, which became effective on July 2, 2015. Each holder or holders party to the Registration Rights Agreement who own at least 10% of Momentive’s outstanding common stock, or held at least 10% of Momentive’s common stock as of the date of the Registration Rights Agreement and could reasonably be considered our affiliate, have Form S-1 demand registration rights, which may be conducted in an underwritten offering, as long as the total offering price is reasonably expected to be at least $50, and which may not exceed two in any six month period or eight in total, subject to certain exceptions and to customary cutback provisions. In addition, a holder of at least 10% of Momentive’s common stock has unlimited Form S-3 demand registration rights, which may be conducted in underwritten offerings, as long as the total offering price is reasonably expected to be at least $50, subject to customary cutback provisions. Each stockholder party to the Registration Rights Agreement has unlimited piggyback registration rights with respect to underwritten offerings, subject to certain exceptions and limitations. The foregoing registration rights are subject to certain cutback provisions and customary suspension/blackout provisions. We have agreed to pay all registration expenses under the Registration Rights Agreement. In connection with the registrations described above, Momentive has agreed to indemnify the stockholders against certain liabilities. The Registration Rights Agreement also contains certain holdback agreements that apply to each stockholder party to the Registration Rights Agreement. Generally, without Momentive’s prior consent and subject to limited exceptions, the stockholders party to the Registration Rights Agreement have agreed to, if requested, enter into an agreement not to publicly sell or distribute Momentive’s equity securities beginning ten days prior to the pricing of Momentive’s initial public offering for the 180-day period following the closing date of Momentive’s initial public offering and, if participating in a future shelf takedown or other underwritten public offering, beginning ten days prior to the pricing of that offering and for the 90-day period following the closing date of such offering. Fresh Start Accounting In connection with the Company’s emergence from Chapter 11, the Company applied the provisions of fresh start accounting to its financial statements as (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the emerging entity and (ii) the reorganization value of the Company’s assets immediately prior to confirmation was less than the post-petition liabilities and allowed claims. The Company applied fresh start accounting as of October 24, 2014. Upon the application of fresh start accounting, the Company allocated the reorganization value to its individual assets based on their estimated fair values. Reorganization value represented the fair value of the Successor Company’s assets before considering liabilities. The excess reorganization value over the fair value of identified tangible and intangible assets was reported as goodwill. Reorganization Value In support of the Plan, the enterprise value of the Successor Company was estimated to be in the range of $2.0 billion to $2.4 billion as of the Effective Date. Based on the estimates and assumptions used in determining the enterprise value, as further discussed below, the Company estimated the enterprise value to be $2.2 billion, which was approved by the Court. The Company estimated the enterprise value of the Successor Company utilizing the discounted cash flow method. To estimate fair value utilizing the discounted cash flow method, the Company established an estimate of future cash flows based on the financial projections and assumptions utilized in the Company’s disclosure statement, which were derived from earnings forecasts and assumptions regarding growth and margin projections. A terminal value was included, and was calculated using the constant growth method based on the projected cash flows of the final year of the forecast period. The discount rate of 11% was estimated based on an after-tax weighted average cost of capital (“WACC”) reflecting the rate of return that would be expected by a market participant. The WACC also takes into consideration a company-specific risk premium, reflecting the risk associated with the overall uncertainty of the financial projections used to estimate future cash flows. The fair value of debt obligations represents $36 of debt payable within one year and $1,166 of long-term debt. The fair value of long-term debt was determined based on a market approach utilizing current market yields, and was estimated to be approximately 87% of par value. The fair value of pension liabilities was determined based upon assumptions related to discount rates and expected return on assets, as well as certain other assumptions related to various demographic factors. The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date: Enterprise value $ 2,200 Plus: Excess cash and cash equivalents 80 Plus: Excess working capital 124 Plus: Fair value of non-debt and non-pension liabilities 646 Reorganization value of Successor assets $ 3,050 The fair value of non-debt liabilities represents total liabilities of the Successor Company on the Effective Date, less debt payable within one year, long-term debt and pension and postretirement benefit obligations. Consolidated Statement of Financial Position The adjustments set forth in the following consolidated Balance Sheet reflect the effect of the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”) as well as fair value adjustments as a result of the adoption of fresh-start accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities as well as significant assumptions or inputs. Predecessor Company Reorganization Adjustments Fresh Start Adjustments Successor Company Assets Current assets: Cash and cash equivalents $ 162 $ 91 (a) $ — $ 253 Accounts receivable 335 — — 335 Inventories: Raw materials 131 — 3 (a) 134 Finished and in-process goods 315 — 15 (a) 330 Deferred income taxes 9 56 (b) (11 ) (b) 54 Other current assets 74 — — 74 Total current assets 1,026 147 7 1,180 Investment in unconsolidated entities 10 — 8 (c) 18 Deferred income taxes 4 — 5 (b) 9 Other long-term assets 24 — — 24 Property and equipment: Land 71 — 8 (d) 79 Buildings 371 — (74 ) (d) 297 Machinery and equipment 1,479 — (684 ) (d) 795 1,921 — (750 ) 1,171 Less accumulated depreciation (1,050 ) — 1,050 (d) — 871 — 300 1,171 Goodwill 358 — (134 ) (e) 224 Other intangible assets, net 398 — 26 (f) 424 Total assets $ 2,691 $ 147 $ 212 $ 3,050 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ 260 $ 38 (c) $ — $ 298 Debt payable within one year 1,850 (1,814 ) (d) — 36 Interest payable 6 (6 ) (e) — — Income taxes payable 5 — — 5 Deferred income taxes 9 — 9 (g) 18 Accrued payroll and incentive compensation 44 12 (f) — 56 Other current liabilities 86 (25 ) (g) 6 (h) 67 Total current liabilities 2,260 (1,795 ) 15 480 Long-term liabilities: Long-term debt 7 1,159 (h) — 1,166 Pension liabilities 133 165 (i) 41 (h) 339 Deferred income taxes 55 57 (j) 28 (g) 140 Other long-term liabilities 54 9 (k) 5 (i) 68 Liabilities subject to compromise 2,026 (2,026 ) (l) — — Total liabilities 4,535 (2,431 ) 89 2,193 (Deficit) Equity Common stock (Successor) — — (m) — — Additional paid-in capital (Successor) — 857 (m) — 857 Common stock (Predecessor) — — (n) — — Additional paid-in capital (Predecessor) 713 (713 ) (n) — — Accumulated other comprehensive income 211 — (211 ) (j) — (Accumulated deficit) retained earnings (2,768 ) 2,434 (o) 334 (j) — Total (deficit) equity (1,844 ) 2,578 123 857 Total liabilities and (deficit) equity $ 2,691 $ 147 $ 212 $ 3,050 Reorganization Adjustments (a) Reflects the net cash received as of the Effective Date from implementation of the Plan: Sources: Proceeds from the Rights Offerings $ 600 Uses: Claims paid at emergence (11 ) Repayment of DIP Term Loan (300 ) Repayment of DIP ABL Facility (144 ) Repayment of Cash Flow Facility (20 ) Other fees and expenses (34 ) Total uses (509 ) Net cash received $ 91 Other fees and expenses primarily represent $6 of accrued and unpaid interest and $28 for success and other professional fees which is included in “Reorganization items, net” in the Consolidated Statements of Operations. A portion of the net cash received has been earmarked for future use and was not paid out on the Effective Date. (b) Represents the deferred tax asset impact of the reorganization adjustments, resulting from recognizing certain reorganization costs deductible in future periods in addition to the change in valuation allowance resulting from the tax attribute reduction. (c) Represents $53 of claims expected to be satisfied in cash that were reclassified from “Liabilities subject to compromise”. Also represents the payment of $21 of previously accrued professional fees related to the Bankruptcy Filing and the accrual of an additional $6 of success fees. (d) On the Effective Date, the Company repaid $300 in outstanding DIP Term Loans, $144 in outstanding borrowings under the DIP ABL Facility and $20 in outstanding borrowings under the Cash Flow Facility in full, and issued replacement notes to holders of the $1,100 in outstanding Old First Lien Notes and $250 in outstanding Old Second Lien Notes (which are classified as “Long-term debt”). The Company’s Senior Subordinated Notes were canceled on account of the subordination provisions set forth in the indenture to such notes. (e) On the Effective Date, the Company repaid $6 of accrued unpaid interest. (f) Represents $12 of accrued incentive compensation expected to be satisfied in cash that was reclassified from “Liabilities subject to compromise”. (g) Represents the reclassification of the BCA Commitment Premium of $30 to equity, partially offset by $5 of other current liabilities that were reclassified from “Liabilities subject to compromise”. (h) Represents the issuance of replacement notes to holders of the $1,100 in outstanding Old First Lien Notes due 2021 and $250 in outstanding Old Second Lien Notes due 2022. The replacement notes were recorded at estimated fair value, which was determined based on a market approach utilizing current market yields. (i) Represents $165 of pension liabilities that were reclassified from “Liabilities subject to compromise”. (j) Represents the deferred tax liability impact of the reorganization adjustments, resulting from the reduction of the Company’s tax attributes and tax basis of fixed assets and intangibles as a result of the cancellation of debt excluded from taxable income, net of valuation allowance previously recorded. (k) Represents $9 of other long-term liabilities that were reclassified from “Liabilities subject to compromise”. (l) Liabilities subject to compromise were settled as follows in accordance with the Plan: Liabilities subject to compromise (“LSTC”) $ 2,026 Cash payments at emergence from LSTC (11 ) Liabilities reinstated at emergence: Pension liabilities (165 ) Accounts payable (53 ) Accrued payroll and incentive compensation (12 ) Other current liabilities (5 ) Other long-term liabilities (9 ) Total liabilities reinstated at emergence (244 ) Fair value of equity issued at emergence (227 ) Gain on settlement of LSTC $ 1,544 (m) Reflects the issuance of 47,989,000 shares of New Common Stock pursuant to the Rights Offerings, Second Lien Notes Equity Distribution and Backstop Commitment. (n) Reflects the cancellation of Predecessor Company equity to accumulated deficit. (o) Reflects the cumulative impact of the reorganization adjustments discussed above: Gain on settlement of LSTC $ 1,544 Fair value adjustments to debt 191 Success and other fees recognized at emergence (13 ) Net gain on reorganization adjustments 1,722 Tax impact on reorganization adjustments (1 ) Cancellation of Predecessor Company equity 713 Net impact to Accumulated deficit $ 2,434 The net gain on reorganization adjustments has been included in “Reorganization items, net” in the Consolidated Statements of Operations. Fresh Start Adjustments (a) Reflects the adjustments made to record inventories at their estimated fair value, which was determined as follows: • Fair value of finished goods inventory was determined based on the estimated selling price less costs to sell, including disposal and holding period costs, and a reasonable profit margin on the selling and disposal effort. • Fair value of in-process goods inventory was determined based on the estimated selling price once completed less total costs to complete the manufacturing effort, costs to sell, including disposal and holding period costs, and a reasonable profit margin on the remaining manufacturing, selling and disposal effort. • Fair value of raw materials inventory was determined based on current replacement costs. (b) Represents the deferred tax asset impact of the fresh start adjustments, resulting from the recognition of deductible goodwill in the U.S. and foreign jurisdictions, net of valuation allowance. (c) Reflects the adjustment made to record the Company’s ownership interest in Zhejiang Xinan Momentive Performance Materials Co., Ltd, a joint venture in China which manufactures siloxane, at its estimated fair value. (d) Reflects the adjustments made to record property, plant and equipment at its estimated fair value. Depreciable lives were also revised to reflect the remaining estimated useful lives of the related property, plant and equipment which range from 1 to 40 years. Fair value was determined as follows: • The market, sales comparison or trended cost approach was utilized to estimate fair value for land and buildings. This approach relies upon recent sales, offerings of similar assets or a specific inflationary adjustment to original purchase price to arrive at a probable selling price. • The cost approach was utilized to estimate fair value for machinery and equipment. This approach considers the amount required to construct or purchase a new asset of equal utility at current market prices, with adjustments in value for physical deterioration and functional and economic obsolescence. Physical deterioration is an adjustment made in the cost approach to reflect the real operating age of an asset with regard to wear and tear, decay and deterioration that is not prevented by maintenance. Functional obsolescence is an adjustment made to reflect the loss in value or usefulness of an asset caused by inefficiencies or inadequacies of the asset, as compared to a more efficient or less costly replacement asset with newer technology. Economic obsolescence is an adjustment made to reflect the loss in value or usefulness of an asset due to factors external to the asset, such as the economics of the industry, reduced demand, increased competition or similar factors. The estimated fair value of machinery and equipment reflects an economic obsolescence adjustment of $343. Depreciable lives were revised to reflect the remaining estimated useful lives as follows (in years): Buildings 10 to 40 years Machinery and equipment 1 to 20 years (e) Reflects the adjustments made to record the elimination of the Predecessor goodwill balance of $358 and to record Successor goodwill of $224 , which represents the reorganizational value of assets in excess of amounts allocated to identified tangible and intangible assets. (f) Reflects the adjustments made to write-off Predecessor other intangible assets of $398 and to record $424 in estimated fair value of Successor other intangible assets. Fair value was comprised of the following: • Trademarks of $60 were valued using the relief from royalty income approach based on the following significant assumptions: i) Forecasted net sales attributable to the trademarks for the period ranging from October 24, 2014 to December 31, 2033; ii) Royalty rates ranging from 0.25% to 1.5% of expected net sales determined with regard to comparable market transactions and profitability analysis; iii) Discount rates ranging from 12.0% to 14.0%, which were based on the after-tax weighted average cost of capital (“WACC”); and iv) Economic lives ranging from 6 to 11 years. • Technology based intangible assets of $105 were valued using the relief from royalty income approach based on the following significant assumptions: i) Forecasted net sales attributable to the respective technologies for the period ranging from October 24, 2014 to December 31, 2033; ii) Royalty rates ranging from 1.0% to 3.5% of expected net sales determined with regard to expected cash flows of the respective technologies and the overall importance of respective technologies to product offering; iii) Discount rates ranging from 12.0% to 14.0%, which were based on the after-tax WACC; and iv) Economic lives ranging from 8 to 11 years. • Customer related intangible assets of $223 were valued using the multi-period excess earnings income approach, incorporating distributor inputs, and were based on the following significant assumptions: i) Forecasted net sales and profit margins attributable to the current customer base for the period ranging from October 24, 2014 to December 31, 2034; ii) Attrition rates ranging from 5.0% to 15.0%; iii) Discount rates ranging from 14.0% to 15.0%, which were based on the after-tax WACC; and iv) Economic lives ranging from 6 to 13 years. • In-process research and development (“IPR&D”) of $36 was valued using a cost approach based on the following significant assumptions: i) The estimated cost to recreate the respective IPR&D projects, incorporating a margin based on a reasonable developer’s profit; and ii) An indefinite economic life until the respective IPR&D projects are completed and placed in service, at which time each project will be assigned an estimated useful life. (g) Represents the deferred tax liability impact of the fresh start adjustments, resulting primarily from the book adjustment made to property, plant, and equipment that increases the future taxable temporary differences recorded net of valuation allowances. (h) Reflects the adjustment made to remeasure pension liabilities, which was determined based upon assumptions related to discount rates and expected return on assets, as well as certain other assumptions related to various demographic factors. The resulting adjustment was recoded in “Other comprehensive loss” in the Predecessor Company’s Consolidated Statement of Other Comprehensive Income. (i) Primarily reflects the adjustment made to record certain environmental liabilities at estimated fair value. (j) Reflects the cumulative impact of the fresh start accounting adjustments discussed above and the elimination of the Predecessor Company’s accumulated other comprehensive income: Establishment of Successor goodwill $ 224 Elimination of Predecessor goodwill (358 ) Establishment of Successor other intangible assets 424 Elimination of Predecessor other intangible assets (398 ) Property, plant and equipment fair value adjustment 300 Pension liability remeasurement adjustment (47 ) Other assets and liabilities fair value adjustment 21 Elimination of Predecessor Company accumulated other comprehensive income 211 Net gain on fresh start adjustments 377 Tax impact on fresh start adjustments (43 ) Net impact on accumulated deficit $ 334 The net gain on fresh start adjustments has been included in “Reorganization items, net” in the Consolidated Statements of Operations. |
Reorganization Items (Notes)
Reorganization Items (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Reorganizations [Abstract] | |
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block] | Reorganization Items, Net Incremental costs incurred directly as a result of the Bankruptcy Filing, gains on the settlement of liabilities under the Plan and the net impact of fresh start accounting adjustments are classified as “Reorganization items, net” in the Consolidated Statements of Operations. The following table summarizes reorganization items: Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Professional fees $ 2 $ 8 $ 3 $ 78 DIP Facility financing costs — — — 19 BCA Commitment Premium — — — 30 Net gain on reorganization adjustments — — — (1,722 ) Net gain on fresh start adjustments — — — (377 ) Total $ 2 $ 8 $ 3 $ (1,972 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Board Update No. 2014-09: Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes the existing revenue recognition guidance and most industry-specific guidance applicable to revenue recognition. According to the new guidance, an entity will apply a principles-based five step model to recognize revenue upon the transfer of promised goods or services to customers and in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Additionally, in March 2016, the FASB issued Accounting Standards Board Update No. 2016-08, Revenue from Contracts with Customers (Topic 606) : Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued Accounting Standards Board Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which clarifies the identification of performance obligations and the licensing implementation guidance. In May 2016, the FASB issued Accounting Standards Board Update No. 2016-12, Revenue from Contracts with Customers (Topic 606): : Narrow-Scope Improvements and Practical Expedients , which provides clarifying guidance in certain narrow areas and adds some practical expedients. In December 2016, the FASB issued Accounting Standards Board Update No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which facilitates 13 technical corrections and improvements to Topic 606 and other Topics amended by ASU 2014-09 to increase stakeholders’ awareness of the proposals and to expedite improvements to ASU 2014-09. The effective dates for the ASUs issued in 2016 are the same as the effective date for ASU 2014-09. The revised effective date for ASU 2014-09 is for annual and interim periods beginning on or after December 15, 2017, and early adoption from the calendar year 2017 will be permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in ASU 2014-09. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In August 2014, the FASB issued Accounting Standards Board Update No. 2014-15: Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern (Topic 205) , which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern (meet its obligations as they become due) within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about the entity’s ability to continue as a going concern, certain disclosures are required. This ASU is effective for annual reporting periods ending after December 15, 2016, and interim reporting periods thereafter. The adoption of this standard during 2016 did not impact our consolidated financial statements. In January 2015, the FASB issued Accounting Standards Board Update No. 2015-01: Income Statement-Extraordinary and Unusual Items (Subtopic 225-20) - Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”). ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items and removes the requirement to present extraordinary items separately on the income statement, net of tax. The guidance became effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. The adoption of this standard during 2016 did not significantly impact our consolidated financial statements. In February 2015, the FASB issued Accounting Standards Board Update No. 2015-02: Consolidation (Topic 810) - Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 amends the existing consolidation guidance related to (i) limited partnerships and similar legal entities, (ii) the evaluation of fees paid to a decision maker or a service provider as variable interest, (iii) the effect of fee arrangements on the primary beneficiary determination, and (iv) the effect of related parties on the primary beneficiary determination. ASU 2015-02 simplifies the existing guidance by reducing the number of consolidation models from four to two, reducing the extent to which related party arrangements cause an entity to be considered a primary beneficiary, and placing more emphasis on the risk of loss when determining a controlling financial interest. The guidance became effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. The adoption of this standard during 2016 did not have a significant impact on the Company’s financial statements. In April 2015, the FASB issued Accounting Standards Board Update No. 2015-03: Interest-Imputation of Interest (Subtopic 835-30)- Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, and also requires that the amortization of such costs be reported as interest expense. In August 2015, the FASB issued Accounting Standards Board Update No. 2015-15: Interest-Imputation of Interest (Subtopic 835-30)- Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”). ASU 2015-15 provides additional guidance regarding the SEC staff’s position on presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. The guidance became effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period, and early adoption is permitted. The adoption of the requirements of ASU 2015-03 and ASU 2015-15 during 2016 did not impact the Company’s financial statements. In July 2015, the FASB issued Accounting Standards Board Update No. 2015-11: Inventory (Topic 330) - Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 has changed the measurement requirement of inventory within the scope of this guidance from lower of cost or market to the lower of cost and net realizable value. The guidance is also defining net realizable value as: the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period and amendments to be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a significant impact on the Company’s financial statements. In February 2016, the FASB issued Accounting Standards Board Update No. 2016-02: Leases (ASC 842) (“ASU 2016-02”). Lessees will need to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. It will be critical to identify leases embedded in a contract to avoid misstating the lessee’s balance sheet. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In March 2016, the FASB issued Accounting Standards Board Update No. 2016-09: Compensation—Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. Excess tax benefits for share-based payments will be recorded as a reduction of income taxes and reflected in operating cash flows upon the adoption of this ASU. Excess tax benefits are currently recorded in equity and as a financing activity under the current rules. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2016 early adoption will be permitted. The Company early adopted ASU 2016-09, effective April 1, 2016, electing to account for forfeitures when they occur. The adoption of ASU 2016-09 did not have a significant impact on the Company’s financial statements. The impact from adoption of the provisions related to forfeiture rates was reflected in the Company's condensed consolidated financial statements on a modified retrospective basis, resulting in an immaterial adjustment to retained earnings. Provisions related to income taxes have been adopted prospectively resulting in no tax benefit as of the quarter ended June 30, 2016. In August 2016, the FASB issued Accounting Standards Board Update No. 2016-15: Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides new guidance designed to reduce existing diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU addresses eight specific cash flow issues, of which the following are expected to be applicable to the Company: 1) debt prepayment and extinguishment costs, 2) proceeds from settlement of insurance claims, 3) distributions received from equity method investments, and 4) separately identifiable cash flows and application of the predominance principle. In addition, in November 2016, the FASB issued Accounting Standards Board Update No. 2016-18: Statement of Cash Flows (Topic 230), Restricted Cash ("ASU 2016-18"). ASU 2016-18 clarifies certain existing principles in ASC 230, including providing additional guidance related to transfers between cash and restricted cash and how entities present, in their statement of cash flows, the cash receipts and cash payments that directly affect the restricted cash accounts. These ASUs will be effective for the Company’s fiscal year beginning January 1, 2018 and subsequent interim periods with retrospective application to each period presented is required and early adoption is permitted, The adoption of ASU 2016-15 and ASU 2016-18 will modify the Company's current disclosures and reclassifications within the consolidated statement of cash flows but they are not expected to have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued Accounting Standards Board Update No. 2017-01: Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”). The ASU clarifies the definition of business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 will be effective for the Company’s fiscal year beginning January 1, 2018 and subsequent interim periods with prospective application with impacts on the Company’s consolidated financial statements that may vary depending on each specific acquisition. Early adoption is conditionally permitted. Also, in January 2017, the FASB issued Accounting Standards Board Update No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying value, which eliminates the current requirement to calculate a goodwill impairment charge by comparing the implied fair value of goodwill with its carrying amount. The amendments in this ASU are effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments in this ASU should be applied on a prospective basis. We do not expect the adoption of the amendments in this ASU to have a significant impact on our consolidated financial statements. All other new accounting pronouncements issued but not yet effective or adopted have been deemed to be not relevant to the Company and, accordingly, are not expected to have an impact once adopted. |
Restructuring and Other Costs (
Restructuring and Other Costs (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and related activities disclosure | Restructuring Expenses and Other Costs Included in restructuring and other costs are costs related to restructuring (primarily severance payments associated with work force reductions), loss due to fire at our Leverkusen, Germany site, and services and other expenses associated with cost optimization programs and transformation savings activities. In November 2015 and as expanded in March and May 2016, the Company announced a global restructuring program to reduce costs through global selling, general and administrative expenses reductions and productivity actions at the Company’s operating facilities. The Company expected the program cost, primarily severance related, to be approximately $15. Substantially all of these charges resulted in cash expenditures throughout 2016 and into 2017. These costs primarily relate to the Silicones operating segment and are included in Other current liabilities on the Consolidated Balance Sheet and Restructuring and other costs on the Consolidated Statement of Operations. In January 2016, the Company announced plans to exit siloxane production at its Leverkusen, Germany site to help optimize its manufacturing footprint in order to improve its long-term profitability once fully implemented. The planned reduction is expected to be fully implemented by mid-2017 and is incremental to our global restructuring program. This restructuring will result in an overall reduction of employment at the site. The Company recorded severance related costs of approximately $2, some of which was paid in late 2016 and the remaining to be paid in 2017. The following table sets forth the changes in the restructuring reserve related to severance. Included in this table are also other minor restructuring programs that were undertaken by the Company in different locations, none of which were individually material. These costs are primarily related to workforce reductions: Successor Total Accrued liability at January 1, 2015 $ 2 Restructuring charges 15 Payments (3 ) Accrued liability at December 31, 2015 $ 14 Restructuring charges 4 Adjustments (2 ) Payments (12 ) Accrued liability at December 31, 2016 $ 4 For the years ended December 31, 2016 and December 31, 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, the Company recognized other costs of $40, $17, $5, and $20 respectively. These costs are primarily comprised of one-time payments for services and integration expenses, and are included in “Restructuring and other costs” in the Consolidated Statements of Operations. For the year ended December 31, 2016, these amounts also included exit costs of $13 due to siloxane capacity transformation programs at our Leverkusen, Germany facility and a loss of $10 due to fire damage at our Leverkusen, Germany facility. For the predecessor period from January 1, 2014 through October 24, 2014 and the successor period from October 25, 2014 to December 31, 2014, these amounts also included costs associated with restructuring our capital structure incurred prior to the Company’s Bankruptcy Filing. In addition, as a result of the siloxane capacity transformation programs, the Company recognized $17 of accelerated depreciation associated with asset retirement obligations during the year ended December 31, 2016, $2 of which was paid in 2016. |
Related Party Transactions (Not
Related Party Transactions (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related party transactions disclosure | Related Party Transactions Administrative Services, Management and Consulting Agreement The Company was subject to a management consulting and advisory services agreement with Apollo and its affiliates for the provision of management and advisory services for an initial term of up to twelve years . The Company also agreed to indemnify Apollo and its affiliates and their directors, officers, and representatives for potential losses relating to the services contemplated under these agreements. Terms of the agreement provided for annual fees of $4 plus out of pocket expenses, payable in one lump sum annually, and provided for a lump-sum settlement equal to the net present value of the remaining annual management fees payable under the remaining term of the agreement in connection with a sale or initial public offering by the Company. In connection with the Company’s emergence from Chapter 11, the management agreement was terminated pursuant to the Confirmation Order, effective as of the Petition Date. Transactions with Hexion Shared Services Agreement On October 1, 2010, the Company entered into a shared services agreement with Hexion (which, from October 1, 2010 through October 24, 2014, was a subsidiary under a common parent) (the “Shared Services Agreement”). Under this agreement, the Company provides to Hexion, and Hexion provides to the Company, certain services, including, but not limited to, executive and senior management, administrative support, human resources, information technology support, accounting, finance, legal, and procurement services. The Shared Services Agreement is subject to termination by either the Company or Hexion, without cause, on not less than 30 days’ written notice, and expires in October 2017 (subject to one-year renewals every year thereafter; absent contrary notice from either party). The Shared Services Agreement establishes certain criteria upon which the costs of such services are allocated between the Company and Hexion. Pursuant to this agreement, for the years ended December 31, 2016, December 31, 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, the Company incurred approximately $50 , $60 , $17 , and $82 , respectively, of net costs for shared services. During the years ended December 31, 2016 , December 31, 2015 , the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, Hexion incurred approximately $63 , $70 , $23 , and $108 , respectively, of net costs for shared services. Included in the net costs incurred during the years ended December 31, 2016 , December 31, 2015 , the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, were net billings from Hexion to the Company of $30 , $35 , $17 , and $32 , respectively, to bring the percentage of total net incurred costs for shared services under the Shared Services Agreement to the applicable allocation percentage, as well as to reflect costs allocated 100% to one party. The allocation percentage was initially set at 51% for Hexion and 49% for the Company at the inception of the agreement. Following the required annual review by the Steering Committee in accordance with the terms of the Shared Service Agreement, the allocation percentage for 2016 was set at 44% for the Company and 56% for Hexion. The Company had accounts receivable of $0 at both December 31, 2016 and 2015 , and accounts payable to Hexion of $5 and $7 at December 31, 2016 and 2015 , respectively. In conjunction with the consummation of the Plan, the Shared Services Agreement was amended to, among other things, (i) exclude the services of certain executive officers, (ii) provide for a transition assistance period at the election of the recipient following termination of the Shared Services Agreement of up to 12 months, subject to one successive renewal period of an additional 60 days and (iii) provide for the use of an independent third-party audit firm to assist the Steering Committee with its annual review of billings and allocations. Purchases and Sales of Products and Services with Hexion The Company also sells products to, and purchases products from, Hexion pursuant to a Master Buy/Sell Agreement dated as of September 6, 2012 (the “Master Buy/Sell Agreement”). Prices under the agreement are determined by a formula based upon certain third party sales of the applicable product, or in the event that no qualifying third party sales have taken place, based upon the average contribution margin generated by certain third party sales of products in the same or a similar industry. The standard terms and conditions of the seller in the applicable jurisdiction apply to transactions under the Master Buy/Sell Agreement. A subsidiary of the Company also acts as a non-exclusive distributor in India for certain of Hexion’s subsidiaries pursuant to Distribution Agreements dated as of September 6, 2012 (the “Distribution Agreements”). Prices under the Distribution Agreements are determined by a formula based on the weighted average sales price of the applicable product less a margin. The Master Buy/Sell Agreement and Distribution Agreements have initial terms of 3 years and may be terminated for convenience by either party thereunder upon 30 days' prior notice in the case of the Master/Buy Sell Agreement and upon 90 days' prior notice in the case of the Distribution Agreements. Pursuant to these agreements and other purchase orders, for the years ended December 31, 2016, December 31, 2015; the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, the Company sold $2 , $3 , $1 , and $7 , respectively, of products to Hexion and purchased less than $1 of products from Hexion. At both December 31, 2016 and 2015 , the Company had less than $1 of accounts receivable from Hexion and less than $1 of accounts payable to Hexion related to these agreements. Other Transactions with Hexion In March 2014, the Company entered into a ground lease with a Brazilian subsidiary of Hexion to lease a portion of the Company’s manufacturing site in Itatiba, Brazil, where the subsidiary of Hexion will construct and operate an epoxy production facility. In conjunction with the ground lease, the Company also entered into a site services agreement whereby it will provide to the subsidiary of Hexion various services such as environmental, health and safety, security, maintenance and accounting, amongst others, to support the operation of this new facility. The Company received less than $1 from Hexion under this agreement during the years ended December 31, 2016 and 2015 . In April 2014, the Company sold 100% of its interest in its Canadian subsidiary to a subsidiary of Hexion for a purchase price of $12. As a part of the transaction the Company also entered into a non-exclusive distribution agreement with a subsidiary of Hexion, whereby the subsidiary of Hexion will act as a distributor of certain of the Company’s products in Canada. The agreement has a term of 10 years, and is cancelable by either party with 180 days’ notice. The Company compensates the subsidiary of Hexion for acting as distributor at a rate of 2% of the net selling price of the related products sold. During the years ended December 31, 2016 , 2015 , the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, the Company sold approximately $25 , $27 , $7 and $22 , respectively, of products to Hexion under this distribution agreement, and paid less than $1 to Hexion as compensation for acting as distributor of the products. At both December 31, 2016 and 2015 , the Company had $2 of accounts receivable from Hexion related to the distribution agreement. Transactions with Affiliates Other Than Hexion Purchases and Sales of Products and Services The Company sells products to various Apollo and GE affiliates other than Hexion. Transactions with GE affiliates are included in the predecessor period only, as GE was a related party prior to the termination of the Cash Flow Facility. These sales were approximately less than $1 , $1 , $1 and $10 for the years ended December 31, 2016, 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, respectively. The Company had accounts receivable from these affiliates of $0 and less than $1 at December 31, 2016 and 2015 , respectively. The Company also purchases products and services from various affiliates other than Hexion. These purchases were $3 , $4 , less than $1 and $13 , for the years ended December 31, 2016, December 31, 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, respectively. The Company had accounts payable to these affiliates of $0 and less than $1 at December 31, 2016 and 2015 , respectively. Trademark License Agreement Also on May 17, 2013, the Company entered into an amendment to the Trademark License Agreement, dated as of December 3, 2006, by and between GE Monogram Licensing International and the Company, to, among other things, revise the royalty payable to GE Monogram Licensing International and provide for an option to extend such agreement for an additional five-year period through 2023. In connection with the amendment, Old MPM Holdings recorded a gain and related intangible asset of $7 . The intangible asset was subsequently contributed to the Company. As a result of the application of fresh start accounting, on October 24, 2014, the intangible asset related to the agreement was written-off. Revolving Credit Facility In April 2013, the Company entered into a $75 revolving credit facility with an affiliate of GE (the “Cash Flow Facility”) (see Note 10). Prior to entry into the Cash Flow Facility, an affiliate of GE was one of the lenders under the Company's Old Revolver (as further described in Note 10), representing approximately $160 of the lenders' $300 revolving credit facility commitment. In connection with the consummation of the Plan, on October 24, 2014, the Company repaid in full all outstanding amounts under the Cash Flow Facility. Upon making these payments, the Company’s obligations under the Cash Flow Facility were satisfied in full and the Cash Flow Facility was immediately terminated. Other Transactions and Arrangements In March 2014, the Company entered into an Employee Services Agreement with Hexion Holdings, Hexion and Momentive Performance Materials Holdings Employee Corporation (“Employee Corp”), a subsidiary of Hexion Holdings (the “Services Agreement”). The Services Agreement provided for the executive services of Mr. John G. (Jack) Boss, an employee of Employee Corp., to be made available to the Company and set forth the terms with respect to payment for the cost of such services. Mr. Boss was elected Executive Vice President and President Silicones and Quartz Division of the Company effective March 31, 2014. Pursuant to the Services Agreement, the Company agreed to pay 100% of Mr. Boss’ costs of employment which are comprised of “covered costs” including an annual base salary of $0.585, a sign-on bonus of $1.3 payable between 2014 and 2015, annual incentive compensation, relocation costs, severance and benefits and other standard reasonable business expenses. In December 2014, Mr. Boss was appointed as Chief Executive Officer and President of the Company, In connection with the appointment, Momentive assumed from Hexion Holdings the terms of the accepted offer of employment with Mr. Boss. The Company paid less than $1 under this agreement during the year ended December 31, 2016 . |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value disclosures | Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy exists, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are: • Level 1: Inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. • Level 3: Unobservable inputs, that are supported by little or no market activity and are developed based on the best information available in the circumstances. For example, inputs derived through extrapolation or interpolation that cannot be corroborated by observable market data. Recurring Fair Value Measurements At both December 31, 2016 and December 31, 2015 , the Company had less than $1 notional amount of natural gas derivative contracts, which are measured using Level 2 inputs, and are included in “Other current assets” in the Consolidated Balance Sheets. The fair value of the natural gas derivative contracts generally reflects the estimated amounts that the Company would receive or pay, on a pre-tax basis, to terminate the contracts at the reporting date based on broker quotes for the same or similar instruments. Counterparties to these contracts are highly rated financial institutions, none of which experienced any significant downgrades in the year ended December 31, 2016 that would reduce the fair value receivable amount owed, if any, to the Company. There were no transfers between Level 1, Level 2 or Level 3 measurements during the year ended December 31, 2016 . The following table summarizes the carrying amount and fair value of the Company's non-derivative financial instruments at December 31, 2016 : Successor Carrying Amount Fair Value Level 1 Level 2 Level 3 Total December 31, 2016 Debt $ 1,203 $ — $ 1,243 $ — $ 1,243 Predecessor December 31, 2015 Debt $ 1,205 $ — $ 909 $ — $ 909 Fair values of debt classified as Level 2 are determined based on other similar financial instruments, or based upon interest rates that are currently available to the Company for the issuance of debt with similar terms and maturities. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities are considered reasonable estimates of their fair values due to the short-term maturity of these financial instruments. |
Goodwill and other Intangibles
Goodwill and other Intangibles Assets, Net Goodwill and other Intangibles Assets, Net (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Goodwill and Intangible Assets In connection with the Company’s emergence from Chapter 11 and application of fresh start accounting, and the resulting allocation of the reorganization value to its individual assets based on their estimated fair values, the Company recorded goodwill of $224 as of October 24, 2014. The Company’s gross carrying amount and accumulated impairments of goodwill consist of the following as of December 31: 2016 2015 Gross Carrying Amount Accumulated Impairments Accumulated Foreign Currency Translation Net Book Value Gross Carrying Amount Accumulated Impairments Accumulated Foreign Currency Translation Net Book Value Silicones $ 205 $ — $ (12 ) $ 193 $ 205 $ — $ (12 ) $ 193 Quartz 19 — (1 ) 18 19 — (1 ) 18 Total $ 224 $ — $ (13 ) $ 211 $ 224 $ — $ (13 ) $ 211 The changes in the net carrying amount of goodwill by segment for the years ended December 31, 2016 and 2015 are as follows: Silicones Quartz Total Balance as of December 31, 2014 $ 199 $ 19 $ 218 Foreign currency translation (6 ) (1 ) (7 ) Balance as of December 31, 2015 $ 193 $ 18 $ 211 Foreign currency translation — — — Balance as of December 31, 2016 $ 193 $ 18 $ 211 In conjunction with fresh start accounting, the Company wrote-off existing intangibles assets, net and recorded $ 424 of new intangible assets, reflecting the estimated fair value of other intangible assets as of October 24, 2014 (see Note 3). The Company’s finite and indefinite lived intangible assets consist of the following as of December 31: 2016 2015 Gross Carrying Amount Accumulated Impairments Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Impairments Accumulated Amortization Net Book Value Customer relationships $ 223 $ — $ (49 ) $ 174 $ 223 $ — $ (32 ) $ 191 Trademarks 60 — (19 ) 41 60 — (12 ) 48 Technology 105 — (29 ) 76 105 — (16 ) 89 Patents and other 41 (4 ) (5 ) 32 39 (4 ) (7 ) 28 Total $ 429 $ (4 ) $ (102 ) $ 323 $ 427 $ (4 ) $ (67 ) $ 356 The impact of foreign currency translation on intangible assets is included in accumulated amortization. Total intangible amortization expense for the years ended December 31, 2016 , December 31, 2015 , the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014 was $38 , $36 , $6 , and $34 , respectively. Estimated annual intangible amortization expense for 2017 through 2021 is as follows: 2017 $ 38 2018 38 2019 38 2020 38 2021 32 |
Debt Obligations - Level 2 (Not
Debt Obligations - Level 2 (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt disclosure | Debt and Lease Obligations Debt outstanding as of December 31, 2016 and 2015 is as follows: 2016 2015 Long-Term Due Within One Year Long-Term Due Within One Year Senior Secured Credit Facilities: ABL Facility $ — $ — $ — $ — Secured Notes: 3.88% First Lien Notes due 2021 (includes $105 and $123 of unamortized debt discount at December 31, 2016 and 2015, respectively) 995 — 977 — 4.69% Second Lien Notes due 2022 (includes $30 and $39 of unamortized debt discount at December 31, 2016 and 2015, respectively) 172 — 192 — Other Borrowings: China bank loans at 4.1% and 4.2% at December 31, 2016 and 2015, respectively — 36 — 33 Other at 2.99% at December 31, 2015 — — — 3 Total debt $ 1,167 $ 36 $ 1,169 $ 36 ABL Facility Upon consummation of the Plan by the Company on October 24, 2014, the Company exercised its option to convert the DIP ABL Facility into an exit asset-based revolving facility (the “ ABL Facility”). The ABL Facility has a five year term and a maximum availability of $270. The ABL Facility is also subject to a borrowing base that is based on a specified percentage of eligible accounts receivable and inventory and, in certain foreign jurisdictions, machinery and equipment. The ABL Facility bears interest based on, at the Company’s option, (a) with respect to Tranche A Revolving Facility Commitments (as defined in the credit agreement governing the ABL Facility), an adjusted LIBOR rate plus an applicable margin of 2.00% or an alternate base rate plus an applicable margin of 1.00% and (b) with respect to Tranche B Revolving Facility Commitments (as defined in the credit agreement governing the ABL Facility), an adjusted LIBOR rate plus an applicable margin of 2.75% or an alternative base rate plus an applicable margin of 1.75%, in each case, subject to adjustment depending on usage. In addition to paying interest on outstanding principal under the ABL Facility, the Company will be required to pay a commitment fee to the lenders in respect of the unutilized commitments at an initial rate equal to 0.375% per annum, subject to adjustment depending on the usage. The ABL Facility does not have any financial maintenance covenants, other than a minimum fixed charge coverage ratio of 1.0 to 1.0 that only applies if availability is less than the greater of (a) 12.5% of the lesser of the borrowing base and the total ABL Facility commitments at such time and (b) $27. The fixed charge coverage ratio under the agreement governing the ABL Facility is defined as the ratio of (a) Adjusted EBITDA minus non-financed capital expenditures and cash taxes to (b) debt service plus cash interest expense plus certain restricted payments, each measured on a last twelve months basis. The ABL Facility is secured by, among other things, first-priority liens on most of the inventory and accounts receivable and related assets of the Company, its domestic subsidiaries and certain of its foreign subsidiaries, and, in the case of certain foreign subsidiaries, machinery and equipment (the “ ABL Priority Collateral”), and second-priority liens on certain collateral that generally includes most of the Company’s, its domestic subsidiaries’ and certain of its foreign subsidiaries’ assets other than ABL Priority Collateral (the “DIP Term Loan Priority Collateral”), in each case subject to certain exceptions and permitted liens. As of December 31, 2016 , the Company had no outstanding borrowings under the ABL Facility. Outstanding letters of credit under the ABL Facility at December 31, 2015 were $55 , leaving an unused borrowing capacity of $215 (without triggering the financial maintenance covenant under the ABL Facility). Secured Notes First Lien Notes and Old First Lien Notes In October 2012, MPM Escrow LLC and MPM Finance Escrow Corp. (the “Escrow Issuers”), wholly owned special purpose subsidiaries of the Company, issued $1,100 principal amount of 8.875% First-Priority Senior Secured Notes due 2020 (the “Old First Lien Notes”) in a private offering. Upon consummation of the Plan, on October 24, 2014, the Company issued $1,100 aggregate principal amount of 3.88% First Lien Notes due 2022 (the “First Lien Notes”). The First Lien Notes were issued as replacement for the Old First Lien Notes in connection with the Plan and the Company’s emergence from Chapter 11 bankruptcy. The First Lien Notes are fully and unconditionally guaranteed on a senior secured basis by each of the Company’s existing U.S. subsidiaries that is a guarantor under the Company’s ABL Facility and the Company’s future U.S. subsidiaries (other than receivables subsidiaries and U.S. subsidiaries of foreign subsidiaries) that guarantee any debt of the Company or any of the guarantor subsidiaries of the Company under the related indenture (the “Note Guarantors”). Pursuant to customary release provisions in the indenture governing the First Lien Notes, the Note Guarantors may be released from their guarantee of the First Lien Notes (the “First Lien Note Guarantees”). The First Lien Notes are not guaranteed by MPM Intermediate Holdings Inc. The First Lien Notes and First Lien Note Guarantees are senior indebtedness of the Company and the Note Guarantors, respectively, and rank equal in right of payment with all existing and future senior indebtedness of the Company and the Note Guarantors, respectively; senior in right of payment to all existing and future subordinated indebtedness of the Company and the Note Guarantors and guarantees thereof; and structurally subordinated to all existing and future indebtedness and other liabilities of any of the Company’s subsidiaries that do not guarantee the First Lien Notes. The First Lien Notes and First Lien Note Guarantees have the benefit of first-priority liens on the collateral of the Company and the Note Guarantors other than the ABL Priority Collateral, with respect to which the First Lien Notes and First Lien Note Guarantees have the benefit of second-priority liens. Consequently, the First Lien Notes rank effectively junior in priority to the Company’s obligations under the ABL Facility to the extent of the value of the ABL Priority Collateral; equal with holders of other obligations secured pari passu with the First Lien Notes including other first priority obligations (to the extent of the value of such collateral); effectively senior to any junior priority obligations (to the extent of the value of such collateral) including the Second Lien Notes (further described below) and the Company’s obligations under the ABL Facility to the extent of the value of the collateral that is not ABL Priority Collateral; and effectively senior to any senior unsecured obligations (to the extent of the value of such collateral). Interest on the First Lien Notes is payable at 3.88% per annum, semiannually to holders of record at the close of business on April 1 st or October 1 st immediately preceding the interest payment date on April 15 th and October 15 th of each year, commencing on April 15, 2015. The Company may redeem some or all of the First Lien Notes at any time at a redemption price of 100% of the principal amount plus accrued and unpaid interest. The First Lien Notes were recorded at their estimated fair value on the Effective Date, which was determined based on a market approach utilizing current market yields. Senior Secured Notes and Second Lien Notes In May 2012, the Company issued $250 in aggregate principal amount of 10% Senior Secured Notes due October 2020 (the “Senior Secured Notes”) at an issue price of 100% . Upon consummation of the Plan, on October 24, 2014, the Company issued $250 aggregate principal amount of 4.69% Second Lien Notes due 2022 (the “Second Lien Notes”). The Second Lien Notes were issued as replacement for the Senior Secured Notes in connection with the Plan and the Company’s emergence from Chapter 11. The Second Lien Notes are fully and unconditionally guaranteed on a senior secured basis by each of the Company’s existing U.S. subsidiaries that is a guarantor under the Company’s ABL Facility and the Company’s future U.S. subsidiaries (other than receivables subsidiaries and U.S. subsidiaries of foreign subsidiaries) that guarantee any debt of the Company or any Note Guarantor. Pursuant to customary release provisions in the indenture governing the Second Lien Notes, the Note Guarantors may be released from their guarantee of the Second Lien Notes (the “Second Lien Note Guarantees”). The Second Lien Notes are not guaranteed by MPM Intermediate Holdings Inc. The Second Lien Notes and Second Lien Note Guarantees are senior indebtedness of the Company and the Note Guarantors, respectively, and rank equal in right of payment with all existing and future senior indebtedness of the Company and the Note Guarantors, respectively; senior in right of payment to all existing and future subordinated indebtedness of the Company and the Note Guarantors and guarantees thereof; and structurally subordinated to all existing and future indebtedness and other liabilities of any of the Company’s subsidiaries that do not guarantee the Second Lien Notes. The Second Lien Notes and Second Lien Note Guarantees have the benefit of second-priority liens on the collateral of the Company and the Note Guarantors. Consequently, the Second Lien Notes rank effectively junior in priority to the Company’s obligations under the ABL Facility, the First Lien Notes and other first priority obligations (to the extent of the value of such collateral); equal with holders of other obligations secured pari passu with the Second Lien Notes (to the extent of the value of such collateral); effectively senior to any junior priority obligations (to the extent of the value of such collateral); and effectively senior to any senior unsecured obligations (to the extent of the value of such collateral). Interest on the Second Lien Notes is payable at 4.69% per annum, semiannually to holders of record at the close of business on April 1 st or October 1 st immediately preceding the interest payment date on April 15 th and October 15 th of each year, commencing on April 15, 2015. The Company may redeem some or all of the Second Lien Notes at any time at a redemption price of 100% of the principal amount plus accrued and unpaid interest. The Second Lien Notes were recorded at their estimated fair value on the Effective Date, which was determined based on a market approach utilizing current market yields. In the fourth quarter of 2015 and first quarter of 2016, the Company initiated a debt buyback program and repurchased $48 in aggregate principal amount of our Second Lien Notes for approximately $26, resulting in a net gain of $16. All repurchased notes were canceled at the time of repurchase, reducing the aggregate principal amount of these notes outstanding from $250 at the end of third quarter of 2015 to $202 as of December 31, 2016 . At December 31, 2016 , the weighted average interest rate of the Company’s long term debt was 4.47%. General The indentures governing the First Lien Notes and the Second Lien Notes contain covenants that, among other things, limit the Company’s ability and the ability of certain of the Company’s subsidiaries to (i) incur or guarantee additional indebtedness or issue preferred stock; (ii) grant liens on assets; (iii) pay dividends or make distributions to the Company’s stockholders; (iv) repurchase or redeem capital stock or subordinated indebtedness; (v) make investments or acquisitions; (vi) enter into sale/leaseback transactions; (vii) incur restrictions on the ability of the Company’s subsidiaries to pay dividends or to make other payments to the Company; (viii) enter into transactions with the Company’s affiliates; (ix) merge or consolidate with other companies or transfer all or substantially all of the Company’s assets; and (x) transfer or sell assets. As of December 31, 2016 , the Company was in compliance with all the covenants included in the agreements governing its outstanding indebtedness. Scheduled Maturities Aggregate maturities of debt and minimum rentals under operating leases at December 31, 2016 for the Company are as follows: Year Debt Minimum Rentals Under Operating Leases 2017 $ 36 15 2018 — 11 2019 — 9 2020 — 7 2021 1,100 6 2022 and thereafter 202 15 Total $ 1,338 $ 63 The Company’s operating leases consist primarily of vehicles, equipment, land and buildings. Rental expense under operating leases amounted to $15 , $13 , $4 and $16 for the years ended December 31, 2016, and December 31, 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, respectively. |
Deficit Equity (Notes)
Deficit Equity (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Common Stock On the Effective Date, all previously issued and outstanding shares of the Predecessor Company’s common stock were canceled, as were all other previously issued and outstanding equity interests. On the Effective Date, the Company issued 7,475,000 shares of New Common Stock pursuant to the Section 1145 Rights Offering and 26,662,690 shares of New Common Stock pursuant to the 4(a)(2) Rights Offering. Additionally, the Company issued 2,060,184 shares of New Common Stock pursuant to the Backstop Commitment, including 1,475,652 shares of New Common Stock issued as consideration for the BCA Commitment Premium. A portion of the 1145 Rights Offering Stock issued to the Commitment Parties, and all of the 4(a)(2) Rights Offering Stock, are restricted securities under the Securities Act, and may not be offered, sold or otherwise transferred except in accordance with applicable restrictions. In addition, upon effectiveness of the Plan, the Company issued 11,791,126 shares of New Common Stock to holders of the Second Lien Notes pursuant to the Second Lien Notes Equity Distribution. In accordance with the Plan, all shares of New Common Stock were automatically exchanged for one share of common stock, par value $0.01 per share, of MPM Holdings, which contributed the shares of New Common Stock to its wholly-owned subsidiary, MPM Intermediate Holdings Inc. As a result, MPM is a wholly owned subsidiary of MPM Intermediate Holdings Inc. The shares of New Common Stock described above were exempt from registration under the Securities Act pursuant to (i) Section 1145 of the Bankruptcy Code, which generally exempts from such registration requirements the issuance of securities under a plan of reorganization, and/or (ii) Section 4(a)(2) of the Securities Act because the issuance did not involve any public offering. Momentive’s registration statement on Form S-1 (Registration No. 333-201338) initially filed December 31, 2014 (as amended, the “Form S-1”), which became effective on July 2, 2015, registered for resale 39,305,467 shares of the New Common Stock. On November 7, 2014, the Company effected a reverse stock split and, as a result, 48 shares of the New Common Stock remained outstanding at December 31, 2014. At December 31, 2013, common stock consisted of 100 shares of Predecessor Company common stock issued and outstanding with a par value of one cent per share. At December 31, 2013, Old MPM Holdings represented the sole shareholder of the Company. Paid-in Capital Additional paid-in capital of the Successor Company at December 31, 2016 and December 31, 2015 primarily relates to the issuance of common stock in connection with the $600 Rights Offerings described above, $1 pertaining to issuance of company’s shares to certain Directors, as well as the conversion of the $30 BCA Commitment Premium and the Old Second Lien Notes into equity of the Successor Company (see Note 2). |
Stock-based Compensation (Notes
Stock-based Compensation (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock Option Plans and Stock Based Compensation Management Equity Plan On March 12, 2015, the Board of Directors of Momentive approved the MPM Holdings Inc. Management Equity Plan (the “MPMH Equity Plan”). Under the MPMH Equity Plan, Momentive can award no more than 3,818,182 shares which may consist of options, restricted stock units, restricted stock and other stock-based awards, qualifying as equity classified awards in accordance with ASC 718 “Compensation - Stock Compensation”. The restricted stock units are non-voting units of measurement which are deemed to be equivalent to one common share of Momentive. The options are options to purchase common shares of Momentive. The awards contain restrictions on transferability and other typical terms and conditions. The purpose of the MPMH Equity Plan is to assist the Company in attracting, retaining, incentivizing and motivating employees and Directors and to promote the success of the Company’s business by providing such participating individuals with a proprietary interest in the performance of the Company. On April 10, 2015, the Compensation Committee of the Board of Directors of Momentive approved grants under the MPMH Equity Plan of restricted stock units and options to certain of the Company’s key managers, including the Company’s named executive officers and directors. The following is a summary of key terms of the stock-based awards granted under the MPMH Equity Plan. Award Vesting Terms Option/Unit Terms Stock Options—Tranche A Performance-based and market-based upon achievement of targeted common stock prices either through a sale or an IPO with certain conditions as such terms are defined by the MPMH Equity Plan 10 years Stock Options—Tranche B Performance-based and market-based upon achievement of targeted common stock prices either through a sale or an IPO with certain conditions as such terms are defined by the MPMH Equity Plan 10 years Restricted Stock Units Cliff vest four years after grant date; Immediate vesting upon a change in control event and ratable vesting in the event of an IPO as defined in the MPMH Equity Plan NA Directors Restricted Stock Units grant Cliff vest annually after grant date; Immediate vesting upon a change in control event and ratable vesting in the event of an IPO as defined in the MPMH Equity Plan NA Stock Options The estimated fair values of Stock Options granted and the assumptions used for the Monte Carlo option-pricing model were as follows: Year Ended Year Ended December 31, 2016 December 31, 2015 Tranche A Tranche B Tranche A Tranche B Estimated fair values $ 9.83 $ 8.93 $ 7.93 $ 7.62 Assumptions: Strike Price $ 10.25 $ 10.25 $ 20.33 $ 20.33 Risk-free interest rate 0.80 % 0.80 % 0.48 % 0.48 % Expected term 1.62 years 1.62 years 1.73 years 1.73 years Expected volatility 60.00 % 60.00 % 47.00 % 47.00 % Tranche Market Threshold $ 20.00 $ 25.00 $ 30.50 $ 40.66 The fair market value of the underlying stock price for the purpose of determining strike prices were derived mainly from a discounted cash-flow model. The risk-free interest rate has been determined on the yields for U.S. Treasury securities for a period approximating the expected term compounded continuously which changed from 0.48% on original grant date to 0.80% on modification. The expected term represents the average of anticipated exit scenarios which changed from 1.73 years on original grant date to 1.62 years on modification. The expected volatility, which changed from 47.00% on original grant date to 60.00% on modification, has been estimated based on the volatilities using a weighted peer group of companies which are deemed to be similar to our Company and is calculated using the expected term of the stock options granted. The Tranche Market Thresholds are the average targeted expected closing prices over 10 days in the event of the underlying stocks trading publicly. Information on stock option activity is as follows: Year Ended December 31, 2016 Tranche A Tranche B Units Weighted-Average Exercise Price per Share Units Weighted-Average Exercise Price per Share Balance at beginning of the period 792,820 $ 20.33 792,820 $ 20.33 Granted 26,460 12.47 26,460 12.47 Exercised — — Forfeited (37,240 ) 10.25 (37,240 ) 10.25 Expired — — Balance at end of the period 782,040 $ 10.33 782,040 $ 10.33 Year Ended December 31, 2015 Tranche A Tranche B Units Weighted-Average Exercise Price per Share Units Weighted-Average Exercise Price per Share Balance at beginning of the period — — Granted 910,420 $ 20.33 910,420 $ 20.33 Exercised — — Forfeited (117,600 ) 20.33 (117,600 ) 20.33 Expired — — Balance at end of the period 792,820 $ 20.33 792,820 $ 20.33 As there have been no performance and market based achievements since the date of the original grant, there has been no compensation expense recorded during the fiscal year ended December 31, 2016 and fiscal year ended December 31, 2015 . At December 31, 2016 and December 31, 2015 , unrecognized compensation expense related to non-vested stock options was $15 and $12 , respectively. Stock-based compensation cost related to stock options will be recognized once the satisfaction of the performance and market conditions becomes probable. Restricted Stock Units Information on Restricted Stock Units (“RSU”) activity is as follows: Year Ended December 31, 2016 Year Ended December 31, 2015 Units Grant date fair per Share Units Grant date fair per Share Balance at beginning of the year 712,762 $ 20.33 — Granted 93,446 10.92 817,251 $ 20.33 Vested (29,520 ) 20.33 — Forfeited (42,848 ) 18.64 (104,489 ) 20.33 Expired — — Balance at end of the year 733,840 $ 19.23 712,762 $ 20.33 The fair market values related to the RSUs at the different grant dates were derived from material financial weighted analysis of the Company’s value as implied at emergence from Chapter 11 Bankruptcy or by the sales of stock completed with related parties and adjusted to reflect current and future market conditions and the expected Company’s financial performances at the grant date. The material financial weighted analysis consisted of (i) a discounted cash flow analysis, (ii) a selected publicly traded company analysis and (iii) a selected transactions analysis. The employees’ and named executive officers’ RSUs are 100% vested upon the fourth anniversary of the date of grant (“Scheduled Vesting Date”) provided that the grantee remains continuously employed in active service by the Company or one of its affiliates from the date of grant through the Scheduled Vesting Date. The directors’ RSUs are 100% vested upon the first anniversary of the date of grant. Additionally, vesting of the RSU grants could be accelerated: (i) upon a Sale of the Company occurring prior to the Scheduled Vesting Date, the RSUs, to the extent unvested, shall become fully vested, subject to the grantee’s continued employment through the effective date of such Sale; or (ii) upon an IPO occurring prior to the Scheduled Vesting Date, a graded percentage of the RSUs, shall become vested subject to the grantee’s continued employment through the effective date of the IPO. There have been no performance and market based achievements since the date of the original grant. The fair value of the Company’s RSUs, net of forfeitures is expensed on a straight-line basis over the required service period. Stock-based compensation expense related to the RSU awards was approximately $3 for both the fiscal year ended December 31, 2016 and fiscal year ended December 31, 2015 . As of December 31, 2016 and December 31, 2015 , unrecognized compensation related to RSU awards was $8 with weighted average remaining vesting period of 2.4 years and $10 with weighted average remaining vesting period of 3.2 years, respectively. Stock-based compensation cost related to RSU awards may be accelerated once the satisfaction of one of the performance conditions outlined becomes probable. Although the MPMH Equity Plan, under which the above awards were granted, is sponsored by Momentive, the underlying compensation costs represent compensation costs paid for by Momentive on MPM’s behalf, as a result of the employees’ services to MPM. The Company intends to issue new stock to deliver shares under the MPMH Equity Plan. Cancellation and Expiration of MPM’s Outstanding Old Equity Awards As of the Effective Date, in conjunction with the MPM’s emergence from Chapter 11, all outstanding unvested unit options and restricted deferred units were canceled, effective immediately. In addition, all vested unit options to purchase units of Hexion Holdings (the Company’s prior ultimate parent) were modified to have an expiration date 90 days subsequent to the Effective Date, and on January 22, 2015, all such unit options expired unexercised. Financial Statement Impact Old Equity Awards on MPM Share-based compensation expense was recognized, net of estimated forfeitures, over the requisite service period on a graded-vesting basis, and is included in “Selling, general and administrative expense” in the Consolidated Statements of Operations. The Company adjusted compensation expense periodically for forfeitures. The Company recognized share-based compensation expense of $0, less than $1 , and $ 1 for the successor period from October 25, 2014 through December 31, 2014; the predecessor period from January 1, 2014 through October 24, 2014 and the years ended December 31, 2013, respectively, related to the old Equity Awards. MPM Unit Option Activity Following is a summary of activity under the Company's unit option plans for the fiscal year ended December 31, 2014: Hexion Holdings Common Units Weighted Outstanding at December 31, 2013 10,933,986 $ 2.69 Forfeited (14,184 ) $ 4.85 Outstanding at December 31, 2014 10,919,802 $ 2.68 All outstanding options as of December 31, 2014 subsequently expired on January 22, 2015. The total amount of cash received and total intrinsic value (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) of options exercised during the successor period from October 25, 2014 through December 31, 2014; the predecessor period from January 1, 2014 through October 24, 2014 and the year ended December 31, 2013 was $0 . MPM’s Restricted Unit Activity Following is a summary of activity under the Company's restricted unit plan for the year ended December 31, 2014: Hexion Holdings Common Units Weighted Nonvested at December 31, 2013 1,174,860 $ 1.92 Restricted units forfeited (2,955 ) $ 4.85 Restricted units canceled (1,171,905 ) $ 1.91 Nonvested at December 31, 2014 — N/A |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income tax disclosure | Income Taxes For the years ended December 31, 2016 and 2015, successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, the Company’s tax provision was computed based on the legal entity structure, as described in Note 1. Any tax benefit or valuation allowance related to net operating losses (“NOL”) was recognized and evaluated on a stand-alone basis. The domestic and foreign components of (loss) income before income taxes are as follows: MPM HOLDINGS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Domestic $ (118 ) $ (92 ) $ (9 ) $ 1,983 Foreign (28 ) 20 (51 ) (265 ) Total $ (146 ) $ (72 ) $ (60 ) $ 1,718 MOMENTIVE PERFORMANCE MATERIALS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Domestic $ (116 ) $ (91 ) $ (9 ) $ 1,983 Foreign (28 ) 20 (51 ) (265 ) Total $ (144 ) $ (71 ) $ (60 ) $ 1,718 There were no material differences in the remaining Income Taxes items between Momentive and MPM. Income tax expense (benefit) attributable to loss from operations consists of: Successor Current Deferred Total Year ended December 31, 2016: United States federal $ — $ (10 ) $ (10 ) State and local — — — Non-U.S. jurisdictions 35 (7 ) 28 $ 35 $ (17 ) $ 18 Year ended December 31, 2015: United States federal $ — $ — $ — State and local — — — Non-U.S. jurisdictions 19 (6 ) 13 $ 19 $ (6 ) $ 13 Period from October 25, 2014 through December 31, 2014: United States federal $ — $ — $ — State and local — — — Non-U.S. jurisdictions 10 (10 ) — $ 10 $ (10 ) $ — Predecessor Period from January 1, 2014 through October 24, 2014: United States federal $ 2 $ — $ 2 State and local — — — Non-U.S. jurisdictions 14 20 34 $ 16 $ 20 $ 36 Income tax expense attributable to (loss) income before income taxes was $18 , $13 , $0 and $36 for the year ended December 31, 2016 and 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, respectively, and differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pre-tax loss from continuing operations as a result of the following: Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Income tax expense: Computed expected tax (benefit) expense $ (50 ) $ (25 ) $ (21 ) $ 603 State and local income taxes, net of federal income tax benefit — — — — Increase (reduction) in income taxes resulting from: Tax rate changes (6 ) (3 ) — 1 Non-U.S. tax rate differential (4 ) (1 ) 4 (1 ) Branch accounting effect (17 ) 7 (23 ) (22 ) Withholding taxes 3 3 — — Valuation allowance 76 33 38 (695 ) Reorganization and Fresh Start — — — 101 Permanent differences (1 ) 3 1 27 Bankruptcy costs — — 1 40 Change in permanent reinvestment assertion — — (5 ) (20 ) Reserves for uncertain tax positions 17 (4 ) 5 2 Total $ 18 $ 13 $ — $ 36 A significant portion of the Company’s foreign operations are conducted through entities which are treated as branches of the U.S. and thus subject to current U.S. taxation. As a result, the income or loss of each such branch operation is subject to taxation in its foreign jurisdiction of operation, as well as subject to current taxation in the U.S. The rate reconciling item, “Valuation allowance” principally relates to the maintenance of a full valuation allowance for jurisdictions in which a valuation allowance had already been established based on the current year increase or decrease in net deferred tax assets in those jurisdictions. The rate reconciling item, “Reserves for uncertain tax positions” for 2016 includes a payment of $9 related to the Company’s Italian tax court claim that was settled in 2016. In 2016, the Company also received a reimbursement of $9 under a tax indemnification agreement and included this in other non-operating expenses (net) in the Company’s Consolidated Statement of Operations. The rate reconciling item, “Non-U.S. rate differential”, reflects the difference between the tax expense or benefit on pre-tax foreign income or loss at the local statutory rate, which is typically lower than 35% , after consideration of permanent differences, and the tax impact of the same pre-tax income or loss as computed at the U.S. statutory rate of 35% . The impact of the rate differential by jurisdiction was as follows: Successor Pre-Tax Income (Loss) Statutory Rate (1) Rate Effect December 31, 2016: China $ 30 25.0 % $ (3 ) Germany (86 ) 32.0 % 3 Thailand 12 20.0 % (2 ) Other (2) 16 (2 ) $ (4 ) December 31, 2015: China $ 12 25.0 % $ (1 ) Other (2) 8 — $ (1 ) December 31, 2014: Germany $ (61 ) 31.2 % $ 2 Switzerland (6 ) 14.4 % 1 Japan (14 ) 37.8 % — Other (2) 6 1 $ 4 Predecessor October 24, 2014: Germany $ (56 ) 31.2 % $ 1 Switzerland 3 14.4 % (1 ) Japan (25 ) 37.8 % (1 ) Other (2) 32 — $ (1 ) (1) The statutory rates included in the table above reflect the total statutory rates applied in each jurisdiction, including the impact of surcharges and local trade or enterprise taxes. (2) Other significant jurisdictions (and statutory rates) impacting the “Non-U.S. rate differential” includes: Korea 22% in 2016, 24% in 2015 and 2014), Thailand (20%), Hong Kong (16.5%), China (25%), Italy (27.5%), Switzerland (24% in 2015), and Germany (31.2%). Due to the disregarded branch structure described above, an additional adjustment for “Branch accounting effect” records the tax impact of the foreign pre-tax income required to be included in the U.S. tax return at the U.S. statutory rate. This amount does not directly offset the “Non-U.S. rate differential” due primarily to the tax effect of inclusion of permanent GAAP to local tax differences in the “Non-U.S. rate differential”. In the successor period from October 25, 2014 through December 31, 2014, the Company was able to assert permanent reinvestment and recorded the rate impact of the reversal of deferred tax recorded. During the predecessor period from January 1, 2014 through October 24, 2014, the Company reflected the change in foreign currency translation in the period due to the continued inability to assert permanent reinvestment. In 2013, due to going concern considerations, the Company changed its assertion with respect to its intention to permanently reinvest earnings outside the U.S. Accordingly, the tax effect of such change in assertion had been recorded in that year. As many of the Company’s operations are conducted in branch form, the impact of the change in this assertion primarily relates to the recognition of the tax effect of foreign currency gains and losses. Under the Plan, a substantial portion of the Company’s pre-petition debt securities, revolving credit facilities and other obligations were extinguished. Absent an exception, a debtor recognizes cancellation of indebtedness income (“CODI”) upon discharge of its outstanding indebtedness for an amount of consideration that is less than its adjusted issue price. The Internal Revenue Code of 1986, as amended (“IRC”), provides that a debtor in a bankruptcy case may exclude CODI from taxable income but must reduce certain of its tax attributes by the amount of any CODI realized as a result of the consummation of a plan of reorganization. The amount of CODI realized by a taxpayer is the adjusted issue price of any indebtedness discharged less the sum of (i) the amount of cash paid, (ii) the issue price of any new indebtedness issued and (iii) the fair market value of any other consideration, including equity, issued. As a result of the market value of equity upon emergence from chapter 11 bankruptcy proceedings, the amount of U.S. CODI is approximately $1,733 , which reduced the value of the Company’s U.S. NOL that had a value of $0 after valuation allowance. The amount of CODI in excess of the Company’s NOL reduced the tax basis in fixed assets and intangibles by $73 . The actual reduction in tax attributes occurred on the first day of the Company’s tax year subsequent to the date of emergence. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 after adoption of ASU 2015-17 are presented below: Domestic Foreign 2016 2015 2016 2015 Deferred tax assets: Inventory $ 12 $ 13 $ 5 $ 2 Employee compensation 12 5 3 2 Unrealized foreign currency loss 13 19 1 2 Amortization 14 43 14 19 Depreciation — — 2 2 Pension 131 128 40 37 Net operating losses 132 87 102 103 Branch accounting future benefit 26 26 — — Reserves and accruals 23 13 8 6 Deferred interest deductions — — 61 65 Amortizable financing costs 8 10 — — Other — — 3 2 Total gross deferred tax assets 371 344 239 240 Less valuation allowance (297 ) (243 ) (187 ) (176 ) Net deferred tax assets 74 101 52 64 Deferred tax liabilities: Inventory — — 3 5 Reserves and accruals — — 1 1 Amortization — — 32 38 Depreciation 72 101 54 65 Withholding taxes and other 2 — 19 16 Total deferred tax liabilities 74 101 109 125 Net deferred tax liability $ — $ — $ (57 ) $ (61 ) In 2016, $6 of U.S. deferred tax assets related to unrealized foreign currency losses, and related valuation allowance, were removed from the deferred tax table due to management’s expectation that the realization of a future tax benefit for these losses was remote. NOL Schedule Country NOL Value United States $ 368 Germany 245 Japan 45 Thailand 28 Other 18 Total $ 704 For the year ended December 31, 2016 and 2015, successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, the Company had available approximately $704 , $585 , $423 , and $376 of gross NOL carryforwards with expiration dates ranging from one year to indefinite that may be applied against future taxable income, respectively. In addition, none of the $368 U.S. NOL carryforwards are subject to dual consolidated loss rules. The NOL for the United States and Japan will begin to expire in 2034 and 2017, respectively. The NOL for Thailand will begin to expire in 2017. The NOL for Germany has no expiration date. As a result of exiting bankruptcy, there was a change of ownership for the Company’s German entity. For German tax purposes, a change of ownership would trigger a limitation on the NOL carryforwards as of the date of the change in ownership. The limitation would disallow the entire NOL except for any amount that could be offset against any built in gain that existed at the ownership change. The Company has estimated the built in gain and concluded there is enough to support the NOL at the ownership change which is supported by a completed valuation of the German business. Since there is a valuation allowance against the German NOL deferred tax asset, a change in NOL would decrease the deferred tax asset and corresponding valuation allowance. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the net deferred tax assets are deductible, management believes it is more likely than not that the Company will not realize the benefit of most of their net deferred tax assets. As of December 31, 2016 and 2015 , in some jurisdictions in which there is a net deferred tax asset, the Company has established a full valuation allowance. However, there are exceptions for certain non-U.S. jurisdictions where, based on management’s assessment, it is more likely than not the net deferred tax asset will be realized. For the year ended December 31, 2016, the company recorded an increase in valuation allowance of $65, comprised of an increase in the U.S. valuation allowances of $54 and an increase in the foreign valuation allowance of $11. The change in the U.S. and non-U.S. valuation allowances recorded to reflect current activity of the U.S. and non-U.S. entities that have previously established valuation allowances. For the year ended December 31, 2015, the Company recorded a decrease in valuation allowances of $110, comprised of a increase in the U.S. valuation allowances of $137, partially offset by a decrease in the foreign valuation allowances of $27. The change in U.S. valuation allowances was primarily attributable to the impact of the reorganization adjustments to reflect the reduction in tax attributes as a result of the Company’s emergence from bankruptcy (see Note 2), as well as the application of fresh start accounting (see Note 3). The decrease in foreign valuation allowances of $27 was primarily attributable to valuation allowances of $21 recorded to reflect current activity of the non-U.S. entities that have previously established valuation allowances, partially offset by the reversal of the valuation allowance previously established against net deferred tax assets in China. Under branch accounting, the inclusion of the non-U.S. operations in the U.S. income tax return requires the establishment of a deferred tax asset or liability to offset the foreign affiliates’ tax consequences; eliminating a duplicative deferred tax benefit or expense. The branch accounting future benefit deferred tax asset of $26 at both December 31, 2016 and 2015 , principally represents the offset to the non-U.S. affiliates deferred tax liabilities of $57 and $61 as of December 31, 2016 and 2015 , respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Successor Balance at December 31, 2014 $ 51 Additions for tax positions of the current year 4 Additions for tax positions of the prior years 3 Reductions for tax positions of prior years (9 ) Settlements (1 ) Statute of limitations expiration (11 ) Foreign currency translation (1 ) Successor Balance at December 31, 2015 $ 36 Additions for tax positions of the current year 6 Additions for tax positions of the prior years 8 Reductions for tax positions of prior years (2 ) Settlements (5 ) Statute of limitations expiration (4 ) Foreign currency translation — Successor Balance at December 31, 2016 $ 39 Liabilities for unrecognized tax benefits as of December 31, 2016 relate to various domestic and foreign jurisdictions. If recognized, all of the unrecognized tax benefits as of December 31, 2016 would reduce the Company’s effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of December 31, 2016 and 2015 , the Company has recorded a liability of approximately $6 and $4 , respectively, for interest and penalties. In 2016, the Company settled tax-related claims in an Italian court for $9 which included $4 of interest and penalties. In 2016, the Company also received a reimbursement of $9 under a tax indemnification agreement and included this in other non-operating expenses (net) in the Company’s Consolidated Statement of Operations. The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the world with examinations ongoing in a few of those jurisdictions including Canada, Germany, India, Italy and Korea. Such major jurisdictions with open tax years are as follows: United States 2006-2016, China, 2006-2016, Germany 2006-2016, Italy 2011-2016, India 2011-2016, Switzerland 2016, Singapore 2012-2016, Japan 2010-2016, Thailand 2011-2016, Hong Kong 2011-2016, Canada 2009-2014 and Brazil 2011-2016. Unrecognized tax benefits are not expected to change significantly over the next 12 months. The Company is recognizing the earnings of non-U.S. operations currently in its U.S. consolidated income tax return as of December 31, 2016 and is expecting that, with the exception of Germany and Japan, all earnings will be repatriated to the U.S. The Company has accrued the incremental tax expense expected to be incurred upon the repatriation of these earnings. In addition, the Company has certain intercompany arrangements that, if settled, may trigger taxable gains or losses based on foreign currency exchange rates in place at the time of settlement. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments disclosure | Commitments and Contingencies Non-Environmental Legal Matters The Company is involved in various legal proceedings in the ordinary course of business and had reserves of $3 and $3 at December 31, 2016 and December 31, 2015 , respectively, for all non-environmental legal defense costs incurred and settlement costs that it believes are probable and estimable, all of which are included in “Other current liabilities” in the Consolidated Balance Sheets. Purchase Commitments The Company has signed multi-year agreements with vendors in order to obtain favorable pricing and terms on products that are necessary for the ongoing operation of its business. Under the terms of these agreements, the Company has committed to contractually specified minimums over the contractual periods. A majority of these contractual commitments are related to the off-take agreement with ASM (see Note 7). As of December 31, 2016 , future contractual minimums are as follows: Year Total 2017 $ 127 2018 111 2019 97 2020 91 2021 72 2022 and beyond 352 Total minimum payments 850 Less: Amount representing interest (94 ) Present value of minimum payments $ 756 Environmental Matters The Company is involved in certain remediation actions to clean up hazardous wastes as required by federal and state laws. Liabilities for remediation costs at each site are based on the Company’s best estimate of discounted future costs. As of both December 31, 2016 and December 31, 2015 , the Company had recognized obligations of $13 for remediation costs at the Company’s manufacturing facilities and offsite landfills. These amounts are included in “Other long-term liabilities” in the Consolidated Balance Sheets. Waterford, NY Site The Company currently owns and operates a manufacturing site in Waterford, NY. In 1988, a consent decree was signed with the State of New York which requires recovery of groundwater at the site to contain migration of specified contaminants in the groundwater. A groundwater pump and treat system and groundwater monitoring program are currently operational to implement the requirements of this consent decree. Due to the long-term nature of the project and the uncertainty inherent in estimating future costs of implementing this program, this liability was recorded at its net present value of $8 , which assumes a 3% discount rate and a time period of 50 years. The undiscounted liability, which is expected to be paid over the next 50 years, is approximately $17 . Over the next five years the Company expects to make ratable payments totaling $2 . |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefits (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Pension [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Pension and Postretirement Benefits Domestic Pension Plans Most U.S. employees participate in the Company's U.S. defined benefit plan, with a pension formula based on years of service and final average earnings. The plan was frozen for salaried exempt employees in 2012. Effective December 31, 2013 the plan was frozen for non- grandfathered employees covered by a collective bargaining agreement negotiated in 2013. Effective December 31, 2014, benefits in the U.S. pension plan were frozen for all non-grandfathered employees covered by a collective bargaining agreement negotiated in 2014, and the plan was frozen to all new entrants. Substantially all U.S. employees may also participate in the Company's defined contribution plan. Under this plan, eligible employees may invest a portion of their earnings on a before or after tax basis, with the Company matching between 50% of the first 7% of eligible earnings and 100% of the first 5% of eligible earnings. In conjunction with the freeze of the U.S. pension benefit, the Company enhanced its defined contribution plan for impacted employees by providing a Company match up to 5% of the eligible compensation. The Company also provides an annual retirement contribution to employees not eligible to earn pension benefits, which is a contribution ranging from 3% to 7% of eligible compensation that is be deposited in the accounts of eligible employees each year based on years of service. Finally, the Company also instituted an achievement match for employees not eligible to earn pension benefits, which is an additional employer match up to 1.25% that will be deposited into the accounts of eligible employees each year if global incentive targets are achieved. Foreign Pension Plans Outside the U.S., the Company maintains its principal defined benefit pension plans in Germany, Japan, the Netherlands and Switzerland (collectively, Foreign or Foreign Pension Plans). The Company maintains additional defined benefit pension plans in various other locations. The Company's defined benefit pension plans in Germany cover substantially all of its employees. These plans are not funded and benefits are paid directly by the Company to retirees. The benefit is based on a cumulative benefit earned over the employee’s service period. Benefits vest upon five years of service and the attainment of age 25. The Company's defined benefit pension plan in Japan covers most employees, but was frozen to new entrants in 2012. The benefits of the Company's Japanese pension plan are based on years of service and the employee's three highest years of compensation during the last 10 years of employment. The pension plan assets are managed by a variety of Japanese financial institutions. Employees hired after 2012 are eligible for benefits under a defined contribution plan. In Switzerland, the Company's defined benefit plan provides pension, death and disability benefits to substantially all employees. Benefits are based on participants' accumulated account balances plus an annuity conversion factor established by the Swiss government. The pension liability is administered through a collective foundation. The Company also offers a defined benefit pension plan to its employees in the Netherlands. The plan has a career average formula and is funded through an insurance company. The Company's pension expense associated with contributions to these pension plans was less than $1 for the successor year ended December 31, 2016 , successor period from October 25, 2014 to December 31, 2014, the predecessor period from January 1, 2014 through October 24, 2014, and for the predecessor year ended December 31, 2014 . Postretirement Plans The Company's U.S. health and welfare plan provides benefits to pay medical expenses, dental expenses, flexible spending accounts for otherwise unreimbursed expenses, short-term disability benefits, and life and accidental death and dismemberment insurance benefits. Retirees share in the cost of healthcare benefits. The Company funds retiree healthcare benefits on a pay-as-you-go basis. The Company uses a December 31 measurement date for this plan. The Company also provides non-pension postretirement benefit plans to certain Brazilian associates. The Brazilian plan became effective in 2012 as a result of a change in certain regulations, and provides retirees that contributed towards coverage while actively employed, with access to medical benefits, with the retiree being responsible for 100% of the premiums. In 2014, the plan was amended such that 100% of the premiums of active employees are paid by the Company. The following table presents the change in benefit obligation, change in plan assets and components of funded status for the Company’s defined benefit pension and non-pension postretirement benefit plans for the years ended December 31: Pension Benefits Non-Pension Postretirement Benefits 2016 2015 2016 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Change in Benefit Obligation Benefit obligation at beginning of period $ 216 $ 184 $ 223 $ 190 $ 86 $ — $ 88 $ — Service cost 6 10 9 10 1 — 2 — Interest cost 9 3 9 3 2 — 4 — Actuarial (gains) losses 14 18 (21 ) (1 ) (1 ) 1 (4 ) — Foreign currency exchange rate changes — (3 ) — (14 ) — — — — Benefits paid (4 ) (5 ) (3 ) (4 ) (4 ) — (4 ) — Plan amendments — — 2 — (31 ) — — — Plan curtailments — — (3 ) — — — — — Plan settlements — — — — — — — — Other — — — — — — — — Benefit obligation at end of period 241 207 216 184 53 1 86 — Change in Plan Assets Fair value of plan assets at beginning of period 114 34 116 32 — — — — Actual return on plan assets 7 — (4 ) 1 — — — — Foreign currency exchange rate changes — — — (1 ) — — — — Employer contributions 5 6 5 6 4 — 4 — Benefits paid (4 ) (5 ) (3 ) (4 ) (4 ) — (4 ) — Plan settlements — — — — — — — — Other — — — — — — — — Fair value of plan assets at end of period 122 35 114 34 — — — — Funded status of the plan at end of period $ (119 ) $ (172 ) $ (102 ) $ (150 ) $ (53 ) $ (1 ) $ (86 ) $ — Pension Benefits Non-Pension Postretirement Benefits 2016 2015 2016 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Amounts recognized in the Consolidated Balance Sheets at December 31 consist of: Other current liabilities $ (1 ) $ (2 ) $ — $ (1 ) $ (3 ) $ — $ (4 ) $ — Long-term pension and post employment benefit obligations (118 ) (170 ) (102 ) (149 ) (50 ) (1 ) (82 ) — Accumulated other comprehensive (income) loss 1 (1 ) 1 (1 ) (17 ) — — — Net amounts recognized $ (118 ) $ (173 ) $ (101 ) $ (151 ) $ (70 ) $ (1 ) $ (86 ) $ — Amounts recognized in Accumulated other comprehensive income at December 31 consist of: Net actuarial (gain) loss $ — $ — $ — $ — $ — $ — $ — $ — Net prior service (benefit) cost 1 (1 ) 1 (1 ) (28 ) — — — Deferred income taxes — — — — 11 — — — Net amounts recognized $ 1 $ (1 ) $ 1 $ (1 ) $ (17 ) $ — $ — $ — Accumulated benefit obligation $ 227 $ 198 $ 204 $ 175 Accumulated benefit obligation for funded plans (241 ) (207 ) (217 ) (184 ) Pension plans with underfunded or non-funded accumulated benefit obligations at December 31: Aggregate projected benefit obligation $ 241 $ 207 $ 216 $ 184 Aggregate accumulated benefit obligation 227 198 204 175 Aggregate fair value of plan assets 122 35 114 34 Pension plans with projected benefit obligations in excess of plan assets at December 31: Aggregate projected benefit obligation $ 241 $ 207 $ 216 $ 184 Aggregate fair value of plan assets 122 35 114 34 The net unrecognized actuarial losses were eliminated and remeasured to $0 at October 24, 2014 as a result of the application of fresh start accounting (see Note 3). Beginning in the successor period from October 25, 2014 through December 31, 2014, as a result of certain accounting policy changes adopted in connection with fresh start accounting, actuarial gains and losses previously recognized in accumulated other comprehensive income are recognized directly as a component of earnings in the Consolidated Statements of Operations. The foreign currency impact reflected in these rollforward tables are primarily for changes in the euro versus the U.S. dollar. Following are the components of net pension and postretirement expense recognized for the successor years ended December 31, 2016 , December 31, 2015 , successor period from October 25, 2014 through December 31, 2014; and the predecessor period from January 1, 2014 through October 24, 2014, respectively: Pension Benefits U.S. Plans Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Service cost $ 6 $ 9 $ 2 $ 7 Interest cost on projected benefit obligation 9 9 1 7 Expected return on assets (9 ) (9 ) (1 ) (7 ) Curtailment gain 1 — (3 ) — — Recognized actuarial loss (gain) 2 15 (8 ) 4 — Amortization of net losses — — — — Net expense $ 21 $ (2 ) $ 6 $ 7 Pension Benefits Non-U.S. Plans Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Service cost $ 10 $ 10 $ 1 $ 6 Interest cost on projected benefit obligation 3 3 1 4 Expected return on assets (1 ) (1 ) — (1 ) Recognized actuarial loss (gain) 2 18 (1 ) 11 — Amortization of net losses — — — 1 Curtailment gain — — — — Settlement loss — — — — Net expense $ 30 $ 11 $ 13 $ 10 (1) The curtailment gain recognized on pension benefits during the fiscal year ended December 31, 2015 relates to the re-measurement of the pension benefit obligation in conjunction with plan provision changes for non-exempt employees not subject to a collective bargaining agreement (“impacted employees”). The Company recorded this gain in Selling, general and administrative expense in the Consolidated Statements of Operations. (2) The actuarial loss (gain) recognized on pension benefits during the fiscal year ended December 31, 2016 , December 31, 2015 and December 31, 2014 mainly relates to the increase/decrease in projected benefit obligation due to the decrease in discount rate as a result of the annual re-measurement. The Company recorded this gain in Selling, general and administrative expense in the Consolidated Statements of Operations. Non-Pension Postretirement Benefits U.S. Plans Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Service cost $ 1 $ 2 $ — $ 2 Interest cost on projected benefit obligation 2 4 1 3 Amortization of prior service benefit (3 ) — — — Amortization of net gain — (4 ) — — Net expense $ — $ 2 $ 1 $ 5 Expense related to non-U.S. non-pension postretirement benefits was less than $1 each for the years ended December 31, 2016 , December 31, 2015 , successor period from October 25, 2014 through December 31, 2014; and the predecessor period from January 1, 2014 through October 24, 2014, respectively. The following amounts were recognized in “Other comprehensive loss” during the period from January 1, 2016 through December 31, 2016 : Pension Benefits Non-Pension Postretirement Benefits Total U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net actuarial losses arising during the year $ 15 $ 18 $ (1 ) $ 1 $ 14 $ 19 Prior service cost from plan amendments (1 ) — (30 ) — (31 ) — Amortization of prior service (cost) benefit — — 3 — 3 — Amortization of net losses (15 ) (18 ) 1 (1 ) (14 ) (19 ) Gain loss recognized in other comprehensive loss (1 ) — (27 ) — (28 ) — Deferred income taxes — — 11 — 11 — Gain recognized in other comprehensive loss, net of tax $ (1 ) $ — $ (16 ) $ — $ (17 ) $ — The following amounts were recognized in “Other comprehensive loss” during the period from January 1, 2015 through December 31, 2015: Pension Benefits Non-Pension Postretirement Benefits Total U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Prior service cost from plan amendments $ 1 $ — $ — $ — $ 1 $ — Loss recognized in other comprehensive loss 1 — — — 1 — Deferred income taxes — — — — — — Loss recognized in other comprehensive loss, net of tax $ 1 $ — $ — $ — $ 1 $ — The amounts in “Accumulated other comprehensive income” at December 31, 2016 that are expected to be recognized as components of net periodic benefit cost during the next fiscal year is approximately $4. Determination of Actuarial Assumptions The Company’s actuarial assumptions are determined based on the demographics of the population, target asset allocations for funded plans, regional economic trends, statutory requirements and other factors that could impact the benefit obligation and plan assets. For our European plans, these assumptions are set by country, as the plans within these countries have similar demographics, and are impacted by the same regional economic trends and statutory requirements. The discount rates selected reflect the rate at which pension obligations could be effectively settled. The Company selects the discount rates based on cash flow models using the yields of high-grade corporate bonds or the local equivalent with maturities consistent with the Company’s anticipated cash flow projections. The expected rates of future compensation level increases are based on salary and wage trends in the chemical and other similar industries, as well as the Company’s specific long-term compensation targets by country. Input is obtained from the Company’s internal Human Resources group and from outside actuaries. These rates include components for wage rate inflation and merit increases. The expected long-term rates of return on plan assets are determined based on the plans’ current and projected asset mix. To determine the expected overall long-term rate of return on assets, the Company takes into account the rates on long-term debt investments held within the portfolio, as well as expected trends in the equity markets, for plans including equity securities. Peer data and historical returns are reviewed and the Company consults with its actuaries, as well as the Plan’s investment advisors, to confirm that the Company’s assumptions are reasonable. The weighted average rates used to determine the benefit obligations were as follows at December 31 : Pension Benefits Non-Pension Postretirement Benefits 2016 2015 2016 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Discount rate 4.2 % 1.5 % 4.5 % 1.9 % 4.1 % 11.2 % 4.4 % 12.6 % Rate of increase in future compensation levels 3.0 % 2.9 % 3.3 % 2.9 % — — — — The weighted average assumed health care cost trend rates are as follows at December 31: Health care cost trend rate assumed for next year — — — — 6.8 % 11.1 % 6.8 % 11.3 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) — — — — 4.5 % 7.0 % 4.5 % 7.1 % Year that the rate reaches the ultimate trend rate — — — — 2023 2024 2023 2023 The weighted average rates used to determine net periodic pension expense (benefit) were as follows for the years ended December 31, 2016 , December 31, 2015 , successor period from October 25, 2014 through December 31, 2014; and the predecessor period from January 1, 2014 through October 24, 2014, respectively: Pension Benefits U.S. Plans Non-U.S. Plans Successor Predecessor Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Discount rate 4.5 % 4.2 % 4.4 % 5.1 % 2.2 % 1.9 % 2.6 % 2.8 % Rate of increase in future compensation levels 3.3 % 3.3 % 3.5 % 3.5 % 3.1 % 2.9 % 2.9 % 2.6 % Expected long-term rate of return on plan assets 7.5 % 7.5 % 7.5 % 7.5 % 2.4 % 1.9 % 2.1 % 2.3 % Non-Pension Postretirement Benefits U.S. Plans Non-U.S. Plans Successor Predecessor Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Discount rate 4.4 % 4.1 % 4.2 % 4.8 % 12.6 % 11.3 % 12.0 % 12.2 % A one-percentage-point change in the assumed health care cost trend rates would change the projected benefit obligation for U.S. non-pension postretirement benefits by $1 and service cost and interest cost by a negligible amount. The impact on non-U.S. plans is negligible. Pension Investment Policies and Strategies The Company’s investment strategy for the assets of its North American defined benefit pension plans is to maximize the long-term return on plan assets using a mix of equities and fixed income investments with a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, plan funded status and expected timing of future cash flow requirements. The investment portfolio contains a diversified blend of equity and fixed-income investments. For U.S. plans, equity investments are also diversified across U.S. and international stocks, as well as growth, value and small and large capitalization investments. Investment risk and performance is measured and monitored on an ongoing basis through periodic investment portfolio reviews, annual liability measurements and periodic asset and liability studies. The Company periodically reviews its target allocation of North American plan assets among the various asset classes. The targeted allocations are based on anticipated asset performance, discussions with investment professionals and on the projected timing of future benefit payments. The Company observes local regulations and customs governing its European pension plans in determining asset allocations, which generally require a blended weight leaning toward more fixed income securities, including government bonds. Actual Target 2016 2015 Weighted average allocations of U.S. pension plan assets at December 31: Equity securities 53 % 52 % 59 % Debt securities 47 % 48 % 41 % Cash, short-term investments and other — % — % — % Total 100 % 100 % 100 % Weighted average allocations of non-U.S. pension plan assets at December 31: Equity securities 25 % 27 % 22 % Debt securities 20 % 20 % 19 % Cash, short-term investments and other 55 % 53 % 59 % Total 100 % 100 % 100 % Fair Value of Plan Assets Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurement provisions establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This guidance describes three levels of inputs that may be used to measure fair value: • Level 1: Inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 equity securities are primarily in pooled asset and mutual funds and are valued based on underlying net asset value multiplied by the number of shares held. • Level 3: Unobservable inputs that are supported by little or no market activity and are developed based on the best information available in the circumstances. For example, inputs derived through extrapolation or interpolation that cannot be corroborated by observable market data. The following table presents U.S. pension plan investments measured at fair value on a recurring basis as of December 31, 2016 and 2015 : Fair Value Measurements Using 2016 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobserv-able Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobserv-able Inputs (Level 3) Total Large cap equity funds (a) $ — $ 30 $ — $ 30 $ — $ 33 $ — $ 33 Small/mid cap equity funds (a) — 10 — 10 — 4 — 4 Other international equity (a) — 24 — 24 — 21 — 21 Debt securities/fixed income (b) — 58 — 58 — 56 — 56 Total $ — $ 122 $ — $ 122 $ — $ 114 $ — $ 114 The following table presents non-U.S. pension plan investments measured at fair value on a recurring basis as of December 31, 2016 and 2015 : Fair Value Measurements Using 2016 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobserv-able Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobserv-able Inputs (Level 3) Total Other international equity (a) $ — $ 15 $ — $ 15 $ — $ 15 $ — $ 15 Debt securities/fixed income (b) — 14 — 14 — 14 — 14 Pooled insurance products with fixed income guarantee (a) — 5 — 5 — 4 — 4 Cash, money market and other (c) — 1 — 1 — 1 — 1 Total $ — $ 35 $ — $ 35 $ — $ 34 $ — $ 34 (a) Level 2 equity securities are primarily in pooled asset and mutual funds and are valued based on underlying net asset value multiplied by the number of shares held. (b) Level 2 fixed income securities are valued using a market approach that includes various valuation techniques and sources, primarily using matrix/market corroborated pricing based on observable inputs including yield curves and indices. (c) Cash, money market and other securities include mutual funds, certificates of deposit and other short-term cash investments for which the share price is $1 or book value is assumed to equal fair value due to the short duration of the investment term. Projections of Plan Contributions and Benefit Payments The Company expects to make contributions totaling $21 to its defined benefit pension plans in 2017 . Estimated future plan benefit payments as of December 31, 2016 are as follows: Pension Benefits Non-Pension Postretirement Benefits Year U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans 2017 $ 5 $ 4 $ 3 $ — 2018 6 5 3 — 2019 7 5 3 — 2020 8 6 3 — 2021 10 6 3 — 2022-2026 66 35 15 — |
Operating Segments (Notes)
Operating Segments (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment reporting disclosure | Segment and Geographic Information The Company’s segments are based on the products that the Company offers and the markets that it serves. At December 31, 2016 , the Company’s had two reportable segments: Silicones and Quartz. The Silicones business is engaged in the manufacture, sale and distribution of silanes, specialty silicones and urethane additives. The Quartz business is engaged in the manufacture, sale and distribution of high-purity fused quartz and ceramic materials. The Company’s segments are organized based on the nature of the products they produce. The Company’s organizational structure continues to evolve. It is also continuing to refine its business and operating structure to better align its services to its customers and improve its cost position, while continuing to invest in global growth opportunities. Following are net sales and Segment EBITDA by reportable segment. Segment EBITDA is defined as EBITDA (earnings before interest, income taxes, depreciation and amortization) adjusted for certain non-cash items and certain other income and expenses. Segment EBITDA is the primary performance measure used by our senior management, the chief operating decision-maker and the Board of Directors to evaluate operating results and allocate capital resources among segments. Segment EBITDA is also the profitability measure used to set management and executive incentive compensation goals. Segment EBITDA should not be considered a substitute for net income (loss) or other results reported in accordance with U.S. GAAP. Segment EBITDA may not be comparable to similarly titled measures reported by other companies. In 2015, we redefined our internal reporting structure and now allocate additional administrative functional costs to the operating segments. The current presentation of Segment EBITDA includes a Corporate component rather than the Other component previously disclosed. Corporate is primarily corporate, general and administrative expenses that are not allocated to the segments, such as certain shared service and administrative functions. Segment EBITDA for all periods presented was retrospectively revised to conform with the current presentation. Net Sales (1) : Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones $ 2,061 $ 2,112 $ 431 $ 1,866 Quartz 172 177 34 145 Total $ 2,233 $ 2,289 $ 465 $ 2,011 Segment EBITDA: MPM HOLDINGS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones (2) $ 257 $ 201 $ 44 $ 213 Quartz 20 27 6 17 Corporate (39 ) (34 ) (4 ) (38 ) Total $ 238 $ 194 $ 46 $ 192 MOMENTIVE PERFORMANCE MATERIALS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones (2) $ 257 $ 201 $ 44 $ 213 Quartz 20 27 6 17 Corporate (37 ) (33 ) (4 ) (38 ) Total $ 240 $ 195 $ 46 $ 192 Depreciation and Amortization: Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones $ 156 $ 127 $ 18 $ 127 Quartz 29 26 4 20 Total $ 185 $ 153 $ 22 $ 147 Capital Expenditures: Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones $ 109 $ 96 $ 20 $ 52 Quartz 14 15 4 10 Total $ 123 $ 111 $ 24 $ 62 Total Assets as of December 31 (3) : 2016 2015 Silicones $ 2,324 $ 2,364 Quartz 273 290 Corporate 9 9 Total $ 2,606 $ 2,663 (1) Inter-segment sales are not significant and, as such, are eliminated within the selling segment. (2) Included in the Silicones segment’s Segment EBITDA are “Earnings from unconsolidated entities, net of taxes” of $1 , $2 , $0 , and $3 for the years ended December 31, 2016, December 31, 2015, successor period from October 25, 2014 through December 31, 2014 and predecessor period from January 1, 2014 through October 24, 2014 , respectively. (3) Cash and cash equivalents that were originated by the Silicones and Quartz operating segments are included within the total assets of Silicones and Quartz, respectively. Deferred income tax assets are included within Corporate as reconciling amounts to the Company's total assets as presented on the Consolidated Balance Sheets. Reconciliation of Net (Loss) Income to Segment EBITDA: MPM HOLDINGS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Net (loss) income $ (163 ) $ (83 ) $ (60 ) $ 1,685 Interest expense, net 76 79 15 162 Income tax expense 18 13 — 36 Depreciation and amortization 185 153 22 147 Gain on extinguishment and exchange of debt (9 ) (7 ) — — EBITDA $ 107 $ 155 $ (23 ) $ 2,030 Items not included in Segment EBITDA: Non-cash charges and other income and expense $ 26 $ 15 $ 46 $ 114 Unrealized gains (losses) on pension and postretirement benefits 33 (16 ) 15 — Restructuring and other costs 70 32 5 20 Reorganization items, net 2 8 3 (1,972 ) Total adjustments 131 39 69 (1,838 ) Segment EBITDA $ 238 $ 194 $ 46 $ 192 Segment EBITDA: Silicones 257 201 44 213 Quartz 20 27 6 17 Corporate (39 ) (34 ) (4 ) (38 ) Total $ 238 $ 194 $ 46 $ 192 MOMENTIVE PERFORMANCE MATERIALS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Net (loss) income $ (161 ) $ (82 ) $ (60 ) $ 1,685 Interest expense, net 76 79 15 162 Income tax expense 18 13 — 36 Depreciation and amortization 185 153 22 147 Gain on extinguishment and exchange of debt (9 ) (7 ) — — EBITDA $ 109 $ 156 $ (23 ) $ 2,030 Items not included in Segment EBITDA: Non-cash charges and other income and expense $ 26 $ 15 $ 46 $ 114 Unrealized gains (losses) on pension and postretirement benefits 33 (16 ) 15 — Restructuring and other costs 70 32 5 20 Reorganization items, net 2 8 3 (1,972 ) Total adjustments 131 39 69 (1,838 ) Segment EBITDA $ 240 $ 195 $ 46 $ 192 Segment EBITDA: Silicones 257 201 44 213 Quartz 20 27 6 17 Corporate (37 ) (33 ) (4 ) (38 ) Total $ 240 $ 195 $ 46 $ 192 Items Not Included in Segment EBITDA Not included in Segment EBITDA are certain non-cash and other income and expenses. For the years ended December 31, 2016 and December 31, 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, these charges primarily represented net realized and unrealized foreign currency transaction losses and losses on the disposal and impairment of certain assets. For the years ended December 31, 2016 and December 31, 2015, these charges also include stock based compensation expenses. Unrealized gains (losses) on pension and postretirement benefits represented non-cash actuarial losses recognized upon the re-measurement of our pension and postretirement benefit obligations, which after the Effective Date, are recognized in the Consolidated Statements of Operations, and were driven by a decrease in discount rates, other demographic assumptions and asset performance. Restructuring and other costs for all periods primarily included expenses from our restructuring and cost optimization programs. For the year ended December 31, 2016, these amounts also included costs arising from the union strikes inclusive of unfavorable manufacturing variances at our Waterford, NY and Willoughby, OH facilities, costs due to a fire at our Leverkusen, Germany facility, and recovery of Italian tax claims from GE. For the predecessor period from January 1, 2014 through October 24, 2014, these amounts also included costs associated with restructuring the Company’s capital structure incurred prior to the Bankruptcy Filing, and were partially offset by a gain related to a claim settlement. Reorganization items, net represented incremental costs incurred directly as a result of the Bankruptcy Filing. For the successor years ended December 31, 2016 and December 31, 2015, successor period from October 25, 2014 through December 31 2014, these amounts were primarily related to certain professional fees. For the predecessor period from January 1, 2014 through October 24, 2014, these amounts included certain professional fees, the BCA Commitment Premium and financing fees related to our DIP Facilities, as well as the impact of the Reorganization Adjustments and the Fresh Start Adjustments (see Note 3). Geographic Information: The following tables show data by geographic area. Net sales are based on the location of the operation recording the final sale to the customer. Total long-lived assets consist of property and equipment, net of accumulated depreciation, intangible assets, net of accumulated amortization and goodwill. Net Sales (1) : Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 United States $ 741 $ 771 $ 187 $ 617 Germany 620 636 105 629 China 208 302 37 174 Japan 273 184 67 254 Other International 391 396 69 337 Total $ 2,233 $ 2,289 $ 465 $ 2,011 (1) Sales are attributed to the country in which the individual business locations reside. Long-Lived Assets as of December 31: 2016 2015 United States $ 765 $ 777 Germany 203 232 China 157 178 Japan 322 321 Other International 162 166 Total $ 1,609 $ 1,674 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in Accumulated Other Comprehensive Income Following is a summary of changes in “Accumulated other comprehensive income” for the year ended December 31, 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014 : Defined Benefit Pension and Postretirement Plans Foreign Currency Translation Adjustments Total Balance at December 31, 2014 $ 1 $ (29 ) $ (28 ) Other comprehensive (loss) income before reclassifications, net of tax (1 ) (63 ) (64 ) Amounts reclassified from Accumulated other comprehensive income, net of tax (1) — — — Net other comprehensive loss (1 ) (63 ) (64 ) Balance at December 31, 2015 $ — $ (92 ) $ (92 ) Other comprehensive (income) loss before reclassifications, net of tax 20 (1 ) 19 Amounts reclassified from Accumulated other comprehensive income (loss), net of tax (1) (3 ) — (3 ) Net other comprehensive income (loss) 17 (1 ) 16 Balance at December 31, 2016 $ 17 $ (93 ) $ (76 ) (1) Other comprehensive income related to defined benefit pension and postretirement plans for the fiscal year ended December 31, 2016 represents the recognition of net prior service benefit following certain plan provision changes, reduced by amortization of net prior service benefit during fiscal year ended December 31, 2016 (see Note 15). Amount Reclassified From Accumulated Other Comprehensive Income Successor Predecessor Amortization of defined benefit pension and other postretirement benefit items: Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Location of Reclassified Amount in Income Prior service costs $ 4 $ — $ 1 (1) Actuarial losses — — — (1) Total before income tax 4 — 1 — Income tax benefit (1 ) — — Income tax expense Total $ 3 $ — $ 1 $ — (1) These accumulated other comprehensive income components are included in the computation of net pension and postretirement benefit expense (see Note 15). |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principals of Consolidation — The Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries in which minority shareholders hold no substantive participating right, and variable interest entities in which the Company is the primary beneficiary. Intercompany accounts and transactions are eliminated in consolidation. The Company’s share of net earnings of 20% to 50% owned companies, for which it has the ability to exercise significant influence over operating and financial policies (but not control), are included in “Earnings from unconsolidated entities, net of taxes” in the Consolidated Statements of Operations. Investments in the other companies are carried at cost. The Company’s unconsolidated investment accounted for under the equity method of accounting is a partial ownership interest in Zhejiang Xinan Momentive Performance Materials Co., Ltd, a joint venture in China which manufactures siloxane, one of our key intermediate materials. The Company’s current ownership interest in the joint venture is 25%. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translations — Assets and liabilities of foreign affiliates are translated at the exchange rates in effect at the balance sheet date. Income, expenses and cash flows are translated at average exchange rates during the year. The Company recognized translation gain (losses) of $3 , $(6) , $(8) , and $(99) for the years ended December 31, 2016 , December 31, 2015 , the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, respectively, which are included as a component of “Net loss.” In addition, gains or losses related to the Company’s intercompany loans payable and receivable denominated in a foreign currency other than the subsidiary’s functional currency that are deemed to be permanently invested are remeasured to cumulative translation and recorded in “Accumulated other comprehensive income” in the Consolidated Balance Sheets. The effect of translation is also included in “Accumulated other comprehensive income”. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and also the disclosure of contingent assets and liabilities at the date of the financial statements. In addition, it requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. The most significant estimates that are included in the financial statements are legal liabilities, deferred tax assets and liabilities and related valuation allowances, income tax accruals, pension and postretirement assets and liabilities, valuation allowances for accounts receivable and inventories, general insurance liabilities, asset impairments, fair value of stock awards and fair values of assets acquired and liabilities assumed in business acquisitions. Actual results could differ from these estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents — The Company considers all highly liquid investments that are purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2016 and December 31, 2015 , the Company had interest-bearing time deposits and other cash equivalent investments of $3 and $5 , respectively. These amounts are included in the Consolidated Balance Sheets as a component of “Cash and cash equivalents”. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts — The allowance for doubtful accounts is estimated using factors such as customer credit ratings and past collection history. Receivables are charged against the allowance for doubtful accounts when it is probable that the receivable will not be collected. |
Inventory, Policy [Policy Text Block] | Inventories — Inventories are stated at lower of cost or market using the first-in, first-out method. Costs include direct material, direct labor and applicable manufacturing overheads, which are based on normal production capacity. Abnormal manufacturing costs are recognized as period costs and fixed manufacturing overheads are allocated based on normal production capacity. An allowance is provided for excess and obsolete inventories based on management’s review of inventories on-hand compared to estimated future usage and sales. Inventories in the Consolidated Balance Sheets are presented net of an allowance for excess and obsolete inventory of $22 and $4 at December 31, 2016 and December 31, 2015 |
Deferred Charges, Policy [Policy Text Block] | Deferred Expenses — Deferred debt financing costs are included in “Other long-term assets” in the Consolidated Balance Sheets and are amortized over the life of the related debt or credit facility using the effective interest method. Upon extinguishment of any debt, the related debt issuance costs are written off. At both December 31, 2016 and 2015 , the Company had no unamortized deferred financing costs. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment — Land, buildings and machinery and equipment are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the properties (the average estimated useful lives for buildings and machinery are 20 years and 15 years, respectively). Assets under capital leases are amortized over the lesser of their useful life or the lease term. Major renewals and betterments are capitalized. Maintenance, repairs, minor renewals and turnarounds (periodic maintenance and repairs to major units of manufacturing facilities) are expensed as incurred. When property and equipment is retired or disposed of, the asset and related depreciation are removed from the accounts and any gain or loss is reflected in operating income. The Company capitalizes interest costs that are incurred during the construction of property and equipment. Property and equipment was recorded at its estimated fair value in connection with the application of fresh start accounting, resulting in the remeasurement of accumulated depreciation to $0 as of October 24, 2014 (see Note 3). Depreciation expense was $ 143 , $117 , $17 , and $113 for the years ended December 31, 2016 and December 31, 2015 ; the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, respectively. Depreciation expense for the year ended included accelerated depreciation of $35 primarily related to to certain long-lived assets mainly triggered by siloxane capacity transformation programs in Germany. |
Internal Use Software, Policy [Policy Text Block] | Capitalized Software — The Company capitalizes certain costs, such as software coding, installation and testing, that are incurred to purchase or create and implement computer software for internal use. Amortization is recorded on the straight-line basis over the estimated useful lives, which range from 1 to 5 years. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill and Intangibles — The excess of purchase price over net tangible and identifiable intangible assets of businesses acquired is carried as “Goodwill” in the Consolidated Balance Sheets. Separately identifiable intangible assets that are used in the operations of the business (e.g., patents and technology, customer lists and contracts) are recorded at cost (fair value at the time of acquisition) and reported as “Other intangible assets, net” in the Consolidated Balance Sheets. Costs to renew or extend the term of identifiable intangible assets are expensed as incurred. The Company does not amortize goodwill or indefinite-lived intangible assets. Intangible assets with determinable lives are amortized on a straight-line basis over the shorter of the legal or useful life of the assets, which range from 6 to 13 years (see Note 9). |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment — The Company reviews property and equipment and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability is based on estimated undiscounted cash flows or other relevant observable measures. The Company tests goodwill and indefinite-lived intangibles for impairment annually, or when events or changes in circumstances indicate impairment may exist, by comparing the estimated fair value of each reporting unit to its carrying value to determine if there is an indication that a potential impairment may exist. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | |
General Insurance [Policy Text Block] | General Insurance — The Company is generally insured for losses and liabilities for workers’ compensation, physical damage to property, business interruption and comprehensive general, product and vehicle liability under high-deductible insurance policies. The Company records losses when they are probable and reasonably estimable and amortizes insurance premiums over the life of the respective insurance policies. |
Legal Costs, Policy [Policy Text Block] | Legal Claims and Costs — The Company accrues for legal claims and costs in the period in which a claim is made or an event becomes known, if the amounts are probable and reasonably estimable. Each claim is assigned a range of potential liability and the most likely amount is accrued. If there is no amount in the range of potential liability that is most likely, the low end of the range is accrued. The amount accrued includes all costs associated with the claim, including settlements, assessments, judgments, fines and incurred legal fees (see Note 14). |
Environmental Costs, Policy [Policy Text Block] | Environmental Matters — Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Environmental accruals are reviewed on a quarterly basis and as events and developments warrant (see Note 14). |
Asset Retirement Obligations, Policy [Policy Text Block] | Asset Retirement Obligations — Asset retirement obligations are initially recorded at their estimated net present values in the period in which the obligation occurs, with a corresponding increase to the related long-lived asset. Over time, the liability is accreted to its settlement value and the capitalized cost is depreciated over the useful life of the related asset. When the liability is settled, a gain or loss is recognized for any difference between the settlement amount and the liability that was recorded. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition — Revenue for product sales, net of estimated allowances and returns, is recognized as risk and title to the product transfer to the customer, which either occurs at the time shipment is made or upon delivery. In situations where product is delivered by pipeline, risk and title transfers when the product moves across an agreed-upon transfer point, which is typically the customers’ property line. Product sales delivered by pipeline are measured based on daily flow meter readings. The Company’s standard terms of delivery are included in its contracts of sale or on its invoices. |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling — Freight costs that are billed to customers are included in “Net sales” in the Consolidated Statements of Operations. Shipping costs are incurred to move the Company’s products from production and storage facilities to the customer. Handling costs are incurred from the point the product is removed from inventory until it is provided to the shipper and generally include costs to store, move and prepare the products for shipment. Shipping and handling costs are recorded in “Cost of sales” and “Cost of sales, excluding depreciation and amortization” in the Consolidated Statements of Operations. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs — Funds are committed to research and development activities for technical improvement of products and processes that are expected to contribute to future earnings. All costs associated with research and development are charged to expense as incurred. Research and development expense was $64 , $65 , $13 , and $63 for the years ended December 31, 2016, December 31, 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, respectively. |
Pension and Other Postretirement Plans, Policy [Policy Text Block] | Pension and Other Postretirement Liabilities — Pension assumptions are significant inputs to the actuarial models that measure pension benefit obligations and related effects on operations. Two assumptions – discount rate and expected return on assets – are important elements of plan expense and asset/liability measurement. The Company evaluates these critical assumptions at least annually on a plan and country-specific basis. The Company periodically evaluates other assumptions involving demographic factors, such as retirement age, mortality and turnover, and updates them to reflect the Company's experience and expectations for the future. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors. Accumulated and projected benefit obligations (“PBO”) are measured as the present value of future cash payments. The Company discounts those cash payments using the weighted average of market-observed yields for high quality fixed income securities with maturities that correspond to the payment of benefits. Effective January 1, 2016, the Company has adopted the granular spot rate approach wherein results are calculated by matching service cost and interest cost cash flows to the individual spot rates on the yield curve using the following methodology: • Projected benefit payments related to participants’ benefit accruals for the upcoming year are determined. Spot rates are applied and a present value and single equivalent discount rates specifically related to service cost are calculated (as for projected benefit obligation). • Interest cost is determined by (1) calculating a present value for each year’s projected benefit payments, then (2) applying the applicable year’s spot rate. Amounts for all years are then aggregated to determine total interest cost. Lower discount rates increase present values resulting in a higher PBO; higher discount rates decrease present values resulting in a lower PBO. The effect of a discount rate change on the subsequent year’s pension expense is dependent on the individual plan. To determine the expected long-term rate of return on pension plan assets, the Company considers current and expected asset allocations, as well as historical and expected returns on various categories of plan assets. In developing future return expectations for the principal benefit plans’ assets, the Company evaluates general market trends as well as key elements of asset class returns such as expected earnings growth, yields and spreads across a number of potential scenarios. |
Income Tax, Policy [Policy Text Block] | Income Taxes — The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of the assets and liabilities. Deferred tax balances are adjusted to reflect tax rates, based on current tax laws, which will be in effect in the years in which temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized (see Note 13). Unrecognized tax benefits are generated when there are differences between tax positions taken in a tax return and amounts recognized in the consolidated financial statements. Tax benefits are recognized in the consolidated financial statements when it is more likely than not that a tax position will be sustained upon examination. Tax benefits are measured as the largest amount of benefit that is greater than 50% likely of being realized upon settlement. The Company classifies interest and penalties as a component of tax expense. The majority of the Company’s non-U.S. operations have been treated as branches of the U.S. Company and are included in the MPM and MPM Holdings Inc.’s U.S. consolidated income tax return. For the purpose of the consolidated financial statements, for the years ended December 31, 2016 , 2015 and 2014 , the tax provision for all operations has been prepared on a consolidated basis. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation — The Company measures and recognizes the compensation expense for all share-based awards made to employees based on estimated fair values, in accordance with ASC 718, Compensation – Stock Compensation. As described in Note 12, the Company adopted a new management equity plan on March 12, 2015. The fair value of stock options granted is calculated using a Monte Carlo option-pricing model on the date of the grant, and the fair value of Restricted Stock Units are valued using the fair market value of the Company’s common stock on the date of grant. Compensation expense is recognized net of estimated forfeitures over the employee’s requisite service period (generally the vesting period of the equity grant). See Note 12 for additional detail regarding stock-based compensation. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk are primarily temporary investments and accounts receivable. The Company places its temporary investments with high quality institutions and, by policy, limits the amount of credit exposure to any one institution. Concentrations of credit risk for accounts receivable are limited due to the large number of customers in the Company’s customer base and their dispersion across many different industries and geographies. The Company generally does not require collateral or other security to support customer receivables. |
Concentration of Supplier Risk [Policy Text Block] | Concentrations of Supplier Risk — The Company relies on long-term agreements with key suppliers for most of its raw materials. The loss of a key source of supply or a delay in shipments could have an adverse effect on its business. Should any of the suppliers fail to deliver or should any of the key long-term supply contracts be canceled, the Company would be forced to purchase raw materials at current market prices. The Company’s largest supplier provides approximately 10% of raw material purchases. In addition, several of the feedstocks at various facilities are transported through a pipeline from one supplier. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events — The Company has evaluated events and transactions subsequent to December 31, 2016 through the date of issuance of its Consolidated Financial Statements. |
Reclassification, Policy [Policy Text Block] | Reclassifications — Certain prior period balances have been reclassified to conform with current presentations. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Board Update No. 2014-09: Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes the existing revenue recognition guidance and most industry-specific guidance applicable to revenue recognition. According to the new guidance, an entity will apply a principles-based five step model to recognize revenue upon the transfer of promised goods or services to customers and in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Additionally, in March 2016, the FASB issued Accounting Standards Board Update No. 2016-08, Revenue from Contracts with Customers (Topic 606) : Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued Accounting Standards Board Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which clarifies the identification of performance obligations and the licensing implementation guidance. In May 2016, the FASB issued Accounting Standards Board Update No. 2016-12, Revenue from Contracts with Customers (Topic 606): : Narrow-Scope Improvements and Practical Expedients , which provides clarifying guidance in certain narrow areas and adds some practical expedients. In December 2016, the FASB issued Accounting Standards Board Update No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which facilitates 13 technical corrections and improvements to Topic 606 and other Topics amended by ASU 2014-09 to increase stakeholders’ awareness of the proposals and to expedite improvements to ASU 2014-09. The effective dates for the ASUs issued in 2016 are the same as the effective date for ASU 2014-09. The revised effective date for ASU 2014-09 is for annual and interim periods beginning on or after December 15, 2017, and early adoption from the calendar year 2017 will be permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in ASU 2014-09. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In August 2014, the FASB issued Accounting Standards Board Update No. 2014-15: Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern (Topic 205) , which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern (meet its obligations as they become due) within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about the entity’s ability to continue as a going concern, certain disclosures are required. This ASU is effective for annual reporting periods ending after December 15, 2016, and interim reporting periods thereafter. The adoption of this standard during 2016 did not impact our consolidated financial statements. In January 2015, the FASB issued Accounting Standards Board Update No. 2015-01: Income Statement-Extraordinary and Unusual Items (Subtopic 225-20) - Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”). ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items and removes the requirement to present extraordinary items separately on the income statement, net of tax. The guidance became effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. The adoption of this standard during 2016 did not significantly impact our consolidated financial statements. In February 2015, the FASB issued Accounting Standards Board Update No. 2015-02: Consolidation (Topic 810) - Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 amends the existing consolidation guidance related to (i) limited partnerships and similar legal entities, (ii) the evaluation of fees paid to a decision maker or a service provider as variable interest, (iii) the effect of fee arrangements on the primary beneficiary determination, and (iv) the effect of related parties on the primary beneficiary determination. ASU 2015-02 simplifies the existing guidance by reducing the number of consolidation models from four to two, reducing the extent to which related party arrangements cause an entity to be considered a primary beneficiary, and placing more emphasis on the risk of loss when determining a controlling financial interest. The guidance became effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. The adoption of this standard during 2016 did not have a significant impact on the Company’s financial statements. In April 2015, the FASB issued Accounting Standards Board Update No. 2015-03: Interest-Imputation of Interest (Subtopic 835-30)- Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, and also requires that the amortization of such costs be reported as interest expense. In August 2015, the FASB issued Accounting Standards Board Update No. 2015-15: Interest-Imputation of Interest (Subtopic 835-30)- Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”). ASU 2015-15 provides additional guidance regarding the SEC staff’s position on presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. The guidance became effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period, and early adoption is permitted. The adoption of the requirements of ASU 2015-03 and ASU 2015-15 during 2016 did not impact the Company’s financial statements. In July 2015, the FASB issued Accounting Standards Board Update No. 2015-11: Inventory (Topic 330) - Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 has changed the measurement requirement of inventory within the scope of this guidance from lower of cost or market to the lower of cost and net realizable value. The guidance is also defining net realizable value as: the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period and amendments to be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a significant impact on the Company’s financial statements. In February 2016, the FASB issued Accounting Standards Board Update No. 2016-02: Leases (ASC 842) (“ASU 2016-02”). Lessees will need to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. It will be critical to identify leases embedded in a contract to avoid misstating the lessee’s balance sheet. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In March 2016, the FASB issued Accounting Standards Board Update No. 2016-09: Compensation—Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. Excess tax benefits for share-based payments will be recorded as a reduction of income taxes and reflected in operating cash flows upon the adoption of this ASU. Excess tax benefits are currently recorded in equity and as a financing activity under the current rules. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2016 early adoption will be permitted. The Company early adopted ASU 2016-09, effective April 1, 2016, electing to account for forfeitures when they occur. The adoption of ASU 2016-09 did not have a significant impact on the Company’s financial statements. The impact from adoption of the provisions related to forfeiture rates was reflected in the Company's condensed consolidated financial statements on a modified retrospective basis, resulting in an immaterial adjustment to retained earnings. Provisions related to income taxes have been adopted prospectively resulting in no tax benefit as of the quarter ended June 30, 2016. In August 2016, the FASB issued Accounting Standards Board Update No. 2016-15: Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides new guidance designed to reduce existing diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU addresses eight specific cash flow issues, of which the following are expected to be applicable to the Company: 1) debt prepayment and extinguishment costs, 2) proceeds from settlement of insurance claims, 3) distributions received from equity method investments, and 4) separately identifiable cash flows and application of the predominance principle. In addition, in November 2016, the FASB issued Accounting Standards Board Update No. 2016-18: Statement of Cash Flows (Topic 230), Restricted Cash ("ASU 2016-18"). ASU 2016-18 clarifies certain existing principles in ASC 230, including providing additional guidance related to transfers between cash and restricted cash and how entities present, in their statement of cash flows, the cash receipts and cash payments that directly affect the restricted cash accounts. These ASUs will be effective for the Company’s fiscal year beginning January 1, 2018 and subsequent interim periods with retrospective application to each period presented is required and early adoption is permitted, The adoption of ASU 2016-15 and ASU 2016-18 will modify the Company's current disclosures and reclassifications within the consolidated statement of cash flows but they are not expected to have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued Accounting Standards Board Update No. 2017-01: Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”). The ASU clarifies the definition of business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 will be effective for the Company’s fiscal year beginning January 1, 2018 and subsequent interim periods with prospective application with impacts on the Company’s consolidated financial statements that may vary depending on each specific acquisition. Early adoption is conditionally permitted. Also, in January 2017, the FASB issued Accounting Standards Board Update No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying value, which eliminates the current requirement to calculate a goodwill impairment charge by comparing the implied fair value of goodwill with its carrying amount. The amendments in this ASU are effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments in this ASU should be applied on a prospective basis. We do not expect the adoption of the amendments in this ASU to have a significant impact on our consolidated financial statements. All other new accounting pronouncements issued but not yet effective or adopted have been deemed to be not relevant to the Company and, accordingly, are not expected to have an impact once adopted. |
Reorganization Items (Tables)
Reorganization Items (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Reorganizations [Abstract] | |
Reorganization Items [Abstract] | Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Professional fees $ 2 $ 8 $ 3 $ 78 DIP Facility financing costs — — — 19 BCA Commitment Premium — — — 30 Net gain on reorganization adjustments — — — (1,722 ) Net gain on fresh start adjustments — — — (377 ) Total $ 2 $ 8 $ 3 $ (1,972 ) |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | The following table summarizes the carrying amount and fair value of the Company's non-derivative financial instruments at December 31, 2016 : Successor Carrying Amount Fair Value Level 1 Level 2 Level 3 Total December 31, 2016 Debt $ 1,203 $ — $ 1,243 $ — $ 1,243 Predecessor December 31, 2015 Debt $ 1,205 $ — $ 909 $ — $ 909 |
Goodwill and other Intangible28
Goodwill and other Intangibles Assets, Net Goodwill and other Intangible Assets, Net (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets and Goodwill [Table Text Block] | The Company’s gross carrying amount and accumulated impairments of goodwill consist of the following as of December 31: 2016 2015 Gross Carrying Amount Accumulated Impairments Accumulated Foreign Currency Translation Net Book Value Gross Carrying Amount Accumulated Impairments Accumulated Foreign Currency Translation Net Book Value Silicones $ 205 $ — $ (12 ) $ 193 $ 205 $ — $ (12 ) $ 193 Quartz 19 — (1 ) 18 19 — (1 ) 18 Total $ 224 $ — $ (13 ) $ 211 $ 224 $ — $ (13 ) $ 211 The changes in the net carrying amount of goodwill by segment for the years ended December 31, 2016 and 2015 are as follows: Silicones Quartz Total Balance as of December 31, 2014 $ 199 $ 19 $ 218 Foreign currency translation (6 ) (1 ) (7 ) Balance as of December 31, 2015 $ 193 $ 18 $ 211 Foreign currency translation — — — Balance as of December 31, 2016 $ 193 $ 18 $ 211 | The Company’s finite and indefinite lived intangible assets consist of the following as of December 31: 2016 2015 Gross Carrying Amount Accumulated Impairments Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Impairments Accumulated Amortization Net Book Value Customer relationships $ 223 $ — $ (49 ) $ 174 $ 223 $ — $ (32 ) $ 191 Trademarks 60 — (19 ) 41 60 — (12 ) 48 Technology 105 — (29 ) 76 105 — (16 ) 89 Patents and other 41 (4 ) (5 ) 32 39 (4 ) (7 ) 28 Total $ 429 $ (4 ) $ (102 ) $ 323 $ 427 $ (4 ) $ (67 ) $ 356 |
Schedule of Expected Amortization Expense [Table Text Block] | Estimated annual intangible amortization expense for 2017 through 2021 is as follows: 2017 $ 38 2018 38 2019 38 2020 38 2021 32 |
Debt Obligations Debt Obligatio
Debt Obligations Debt Obligations - Level 3 (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | 2016 2015 Long-Term Due Within One Year Long-Term Due Within One Year Senior Secured Credit Facilities: ABL Facility $ — $ — $ — $ — Secured Notes: 3.88% First Lien Notes due 2021 (includes $105 and $123 of unamortized debt discount at December 31, 2016 and 2015, respectively) 995 — 977 — 4.69% Second Lien Notes due 2022 (includes $30 and $39 of unamortized debt discount at December 31, 2016 and 2015, respectively) 172 — 192 — Other Borrowings: China bank loans at 4.1% and 4.2% at December 31, 2016 and 2015, respectively — 36 — 33 Other at 2.99% at December 31, 2015 — — — 3 Total debt $ 1,167 $ 36 $ 1,169 $ 36 |
Debt Obligations Future Maturit
Debt Obligations Future Maturities - Level 3 (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Aggregate maturities of debt and minimum rentals under operating leases at December 31, 2016 for the Company are as follows: Year Debt Minimum Rentals Under Operating Leases 2017 $ 36 15 2018 — 11 2019 — 9 2020 — 7 2021 1,100 6 2022 and thereafter 202 15 Total $ 1,338 $ 63 The Company’s operating leases consist primarily of vehicles, equipment, land and buildings. Rental expense under operating leases amounted to $15 , $13 , $4 and $16 for the years ended December 31, 2016, and December 31, 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, respectively. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ollowing is a summary of activity under the Company's unit option plans for the fiscal year ended December 31, 2014: Hexion Holdings Common Units Weighted Outstanding at December 31, 2013 10,933,986 $ 2.69 Forfeited (14,184 ) $ 4.85 Outstanding at December 31, 2014 10,919,802 $ 2.68 | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Following is a summary of activity under the Company's restricted unit plan for the year ended December 31, 2014: Hexion Holdings Common Units Weighted Nonvested at December 31, 2013 1,174,860 $ 1.92 Restricted units forfeited (2,955 ) $ 4.85 Restricted units canceled (1,171,905 ) $ 1.91 Nonvested at December 31, 2014 — N/A |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The domestic and foreign components of (loss) income before income taxes are as follows: MPM HOLDINGS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Domestic $ (118 ) $ (92 ) $ (9 ) $ 1,983 Foreign (28 ) 20 (51 ) (265 ) Total $ (146 ) $ (72 ) $ (60 ) $ 1,718 Income tax expense (benefit) attributable to loss from operations consists of: Successor Current Deferred Total Year ended December 31, 2016: United States federal $ — $ (10 ) $ (10 ) State and local — — — Non-U.S. jurisdictions 35 (7 ) 28 $ 35 $ (17 ) $ 18 Year ended December 31, 2015: United States federal $ — $ — $ — State and local — — — Non-U.S. jurisdictions 19 (6 ) 13 $ 19 $ (6 ) $ 13 Period from October 25, 2014 through December 31, 2014: United States federal $ — $ — $ — State and local — — — Non-U.S. jurisdictions 10 (10 ) — $ 10 $ (10 ) $ — Predecessor Period from January 1, 2014 through October 24, 2014: United States federal $ 2 $ — $ 2 State and local — — — Non-U.S. jurisdictions 14 20 34 $ 16 $ 20 $ 36 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Income tax expense attributable to (loss) income before income taxes was $18 , $13 , $0 and $36 for the year ended December 31, 2016 and 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, respectively, and differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pre-tax loss from continuing operations as a result of the following: Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Income tax expense: Computed expected tax (benefit) expense $ (50 ) $ (25 ) $ (21 ) $ 603 State and local income taxes, net of federal income tax benefit — — — — Increase (reduction) in income taxes resulting from: Tax rate changes (6 ) (3 ) — 1 Non-U.S. tax rate differential (4 ) (1 ) 4 (1 ) Branch accounting effect (17 ) 7 (23 ) (22 ) Withholding taxes 3 3 — — Valuation allowance 76 33 38 (695 ) Reorganization and Fresh Start — — — 101 Permanent differences (1 ) 3 1 27 Bankruptcy costs — — 1 40 Change in permanent reinvestment assertion — — (5 ) (20 ) Reserves for uncertain tax positions 17 (4 ) 5 2 Total $ 18 $ 13 $ — $ 36 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 after adoption of ASU 2015-17 are presented below: Domestic Foreign 2016 2015 2016 2015 Deferred tax assets: Inventory $ 12 $ 13 $ 5 $ 2 Employee compensation 12 5 3 2 Unrealized foreign currency loss 13 19 1 2 Amortization 14 43 14 19 Depreciation — — 2 2 Pension 131 128 40 37 Net operating losses 132 87 102 103 Branch accounting future benefit 26 26 — — Reserves and accruals 23 13 8 6 Deferred interest deductions — — 61 65 Amortizable financing costs 8 10 — — Other — — 3 2 Total gross deferred tax assets 371 344 239 240 Less valuation allowance (297 ) (243 ) (187 ) (176 ) Net deferred tax assets 74 101 52 64 Deferred tax liabilities: Inventory — — 3 5 Reserves and accruals — — 1 1 Amortization — — 32 38 Depreciation 72 101 54 65 Withholding taxes and other 2 — 19 16 Total deferred tax liabilities 74 101 109 125 Net deferred tax liability $ — $ — $ (57 ) $ (61 ) |
Net Operating Loss Schedule [Table Text Block] | NOL Schedule Country NOL Value United States $ 368 Germany 245 Japan 45 Thailand 28 Other 18 Total $ 704 |
Summary of Income Tax Contingencies [Table Text Block] | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Successor Balance at December 31, 2014 $ 51 Additions for tax positions of the current year 4 Additions for tax positions of the prior years 3 Reductions for tax positions of prior years (9 ) Settlements (1 ) Statute of limitations expiration (11 ) Foreign currency translation (1 ) Successor Balance at December 31, 2015 $ 36 Additions for tax positions of the current year 6 Additions for tax positions of the prior years 8 Reductions for tax positions of prior years (2 ) Settlements (5 ) Statute of limitations expiration (4 ) Foreign currency translation — Successor Balance at December 31, 2016 $ 39 |
Commitments and Contingencies O
Commitments and Contingencies Operating leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of December 31, 2016 , future contractual minimums are as follows: Year Total 2017 $ 127 2018 111 2019 97 2020 91 2021 72 2022 and beyond 352 Total minimum payments 850 Less: Amount representing interest (94 ) Present value of minimum payments $ 756 |
Pension Plans and Other Postr34
Pension Plans and Other Postretirement Benefits Pension Plans and Other Postretirement Benefits (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets [Table Text Block] | The following table presents the change in benefit obligation, change in plan assets and components of funded status for the Company’s defined benefit pension and non-pension postretirement benefit plans for the years ended December 31: Pension Benefits Non-Pension Postretirement Benefits 2016 2015 2016 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Change in Benefit Obligation Benefit obligation at beginning of period $ 216 $ 184 $ 223 $ 190 $ 86 $ — $ 88 $ — Service cost 6 10 9 10 1 — 2 — Interest cost 9 3 9 3 2 — 4 — Actuarial (gains) losses 14 18 (21 ) (1 ) (1 ) 1 (4 ) — Foreign currency exchange rate changes — (3 ) — (14 ) — — — — Benefits paid (4 ) (5 ) (3 ) (4 ) (4 ) — (4 ) — Plan amendments — — 2 — (31 ) — — — Plan curtailments — — (3 ) — — — — — Plan settlements — — — — — — — — Other — — — — — — — — Benefit obligation at end of period 241 207 216 184 53 1 86 — Change in Plan Assets Fair value of plan assets at beginning of period 114 34 116 32 — — — — Actual return on plan assets 7 — (4 ) 1 — — — — Foreign currency exchange rate changes — — — (1 ) — — — — Employer contributions 5 6 5 6 4 — 4 — Benefits paid (4 ) (5 ) (3 ) (4 ) (4 ) — (4 ) — Plan settlements — — — — — — — — Other — — — — — — — — Fair value of plan assets at end of period 122 35 114 34 — — — — Funded status of the plan at end of period $ (119 ) $ (172 ) $ (102 ) $ (150 ) $ (53 ) $ (1 ) $ (86 ) $ — |
Schedule of Amounts Recognized in Balance Sheet [Table Text Block] | Pension Benefits Non-Pension Postretirement Benefits 2016 2015 2016 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Amounts recognized in the Consolidated Balance Sheets at December 31 consist of: Other current liabilities $ (1 ) $ (2 ) $ — $ (1 ) $ (3 ) $ — $ (4 ) $ — Long-term pension and post employment benefit obligations (118 ) (170 ) (102 ) (149 ) (50 ) (1 ) (82 ) — Accumulated other comprehensive (income) loss 1 (1 ) 1 (1 ) (17 ) — — — Net amounts recognized $ (118 ) $ (173 ) $ (101 ) $ (151 ) $ (70 ) $ (1 ) $ (86 ) $ — Amounts recognized in Accumulated other comprehensive income at December 31 consist of: Net actuarial (gain) loss $ — $ — $ — $ — $ — $ — $ — $ — Net prior service (benefit) cost 1 (1 ) 1 (1 ) (28 ) — — — Deferred income taxes — — — — 11 — — — Net amounts recognized $ 1 $ (1 ) $ 1 $ (1 ) $ (17 ) $ — $ — $ — Accumulated benefit obligation $ 227 $ 198 $ 204 $ 175 Accumulated benefit obligation for funded plans (241 ) (207 ) (217 ) (184 ) Pension plans with underfunded or non-funded accumulated benefit obligations at December 31: Aggregate projected benefit obligation $ 241 $ 207 $ 216 $ 184 Aggregate accumulated benefit obligation 227 198 204 175 Aggregate fair value of plan assets 122 35 114 34 Pension plans with projected benefit obligations in excess of plan assets at December 31: Aggregate projected benefit obligation $ 241 $ 207 $ 216 $ 184 Aggregate fair value of plan assets 122 35 114 34 |
Schedule of Net Benefit Costs [Table Text Block] | Following are the components of net pension and postretirement expense recognized for the successor years ended December 31, 2016 , December 31, 2015 , successor period from October 25, 2014 through December 31, 2014; and the predecessor period from January 1, 2014 through October 24, 2014, respectively: Pension Benefits U.S. Plans Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Service cost $ 6 $ 9 $ 2 $ 7 Interest cost on projected benefit obligation 9 9 1 7 Expected return on assets (9 ) (9 ) (1 ) (7 ) Curtailment gain 1 — (3 ) — — Recognized actuarial loss (gain) 2 15 (8 ) 4 — Amortization of net losses — — — — Net expense $ 21 $ (2 ) $ 6 $ 7 Pension Benefits Non-U.S. Plans Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Service cost $ 10 $ 10 $ 1 $ 6 Interest cost on projected benefit obligation 3 3 1 4 Expected return on assets (1 ) (1 ) — (1 ) Recognized actuarial loss (gain) 2 18 (1 ) 11 — Amortization of net losses — — — 1 Curtailment gain — — — — Settlement loss — — — — Net expense $ 30 $ 11 $ 13 $ 10 (1) The curtailment gain recognized on pension benefits during the fiscal year ended December 31, 2015 relates to the re-measurement of the pension benefit obligation in conjunction with plan provision changes for non-exempt employees not subject to a collective bargaining agreement (“impacted employees”). The Company recorded this gain in Selling, general and administrative expense in the Consolidated Statements of Operations. (2) The actuarial loss (gain) recognized on pension benefits during the fiscal year ended December 31, 2016 , December 31, 2015 and December 31, 2014 mainly relates to the increase/decrease in projected benefit obligation due to the decrease in discount rate as a result of the annual re-measurement. The Company recorded this gain in Selling, general and administrative expense in the Consolidated Statements of Operations. Non-Pension Postretirement Benefits U.S. Plans Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Service cost $ 1 $ 2 $ — $ 2 Interest cost on projected benefit obligation 2 4 1 3 Amortization of prior service benefit (3 ) — — — Amortization of net gain — (4 ) — — Net expense $ — $ 2 $ 1 $ 5 Expense related to non-U.S. non-pension postretirement benefits was less than $1 each for the years ended December 31, 2016 , December 31, 2015 , successor period from October 25, 2014 through December 31, 2014; and the predecessor period from January 1, 2014 through October 24, 2014, respectively. The following amounts were recognized in “Other comprehensive loss” during the period from January 1, 2016 through December 31, 2016 : Pension Benefits Non-Pension Postretirement Benefits Total U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net actuarial losses arising during the year $ 15 $ 18 $ (1 ) $ 1 $ 14 $ 19 Prior service cost from plan amendments (1 ) — (30 ) — (31 ) — Amortization of prior service (cost) benefit — — 3 — 3 — Amortization of net losses (15 ) (18 ) 1 (1 ) (14 ) (19 ) Gain loss recognized in other comprehensive loss (1 ) — (27 ) — (28 ) — Deferred income taxes — — 11 — 11 — Gain recognized in other comprehensive loss, net of tax $ (1 ) $ — $ (16 ) $ — $ (17 ) $ — |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block] | Amount Reclassified From Accumulated Other Comprehensive Income Successor Predecessor Amortization of defined benefit pension and other postretirement benefit items: Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Location of Reclassified Amount in Income Prior service costs $ 4 $ — $ 1 (1) Actuarial losses — — — (1) Total before income tax 4 — 1 — Income tax benefit (1 ) — — Income tax expense Total $ 3 $ — $ 1 $ — |
Schedule of Assumptions Used | The weighted average rates used to determine the benefit obligations were as follows at December 31 : Pension Benefits Non-Pension Postretirement Benefits 2016 2015 2016 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Discount rate 4.2 % 1.5 % 4.5 % 1.9 % 4.1 % 11.2 % 4.4 % 12.6 % Rate of increase in future compensation levels 3.0 % 2.9 % 3.3 % 2.9 % — — — — The weighted average assumed health care cost trend rates are as follows at December 31: Health care cost trend rate assumed for next year — — — — 6.8 % 11.1 % 6.8 % 11.3 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) — — — — 4.5 % 7.0 % 4.5 % 7.1 % Year that the rate reaches the ultimate trend rate — — — — 2023 2024 2023 2023 The weighted average rates used to determine net periodic pension expense (benefit) were as follows for the years ended December 31, 2016 , December 31, 2015 , successor period from October 25, 2014 through December 31, 2014; and the predecessor period from January 1, 2014 through October 24, 2014, respectively: Pension Benefits U.S. Plans Non-U.S. Plans Successor Predecessor Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Discount rate 4.5 % 4.2 % 4.4 % 5.1 % 2.2 % 1.9 % 2.6 % 2.8 % Rate of increase in future compensation levels 3.3 % 3.3 % 3.5 % 3.5 % 3.1 % 2.9 % 2.9 % 2.6 % Expected long-term rate of return on plan assets 7.5 % 7.5 % 7.5 % 7.5 % 2.4 % 1.9 % 2.1 % 2.3 % Non-Pension Postretirement Benefits U.S. Plans Non-U.S. Plans Successor Predecessor Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Discount rate 4.4 % 4.1 % 4.2 % 4.8 % 12.6 % 11.3 % 12.0 % 12.2 % |
Schedule of Allocation of Plan Assets [Table Text Block] | Actual Target 2016 2015 Weighted average allocations of U.S. pension plan assets at December 31: Equity securities 53 % 52 % 59 % Debt securities 47 % 48 % 41 % Cash, short-term investments and other — % — % — % Total 100 % 100 % 100 % Weighted average allocations of non-U.S. pension plan assets at December 31: Equity securities 25 % 27 % 22 % Debt securities 20 % 20 % 19 % Cash, short-term investments and other 55 % 53 % 59 % Total 100 % 100 % 100 % |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table presents U.S. pension plan investments measured at fair value on a recurring basis as of December 31, 2016 and 2015 : Fair Value Measurements Using 2016 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobserv-able Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobserv-able Inputs (Level 3) Total Large cap equity funds (a) $ — $ 30 $ — $ 30 $ — $ 33 $ — $ 33 Small/mid cap equity funds (a) — 10 — 10 — 4 — 4 Other international equity (a) — 24 — 24 — 21 — 21 Debt securities/fixed income (b) — 58 — 58 — 56 — 56 Total $ — $ 122 $ — $ 122 $ — $ 114 $ — $ 114 The following table presents non-U.S. pension plan investments measured at fair value on a recurring basis as of December 31, 2016 and 2015 : Fair Value Measurements Using 2016 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobserv-able Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobserv-able Inputs (Level 3) Total Other international equity (a) $ — $ 15 $ — $ 15 $ — $ 15 $ — $ 15 Debt securities/fixed income (b) — 14 — 14 — 14 — 14 Pooled insurance products with fixed income guarantee (a) — 5 — 5 — 4 — 4 Cash, money market and other (c) — 1 — 1 — 1 — 1 Total $ — $ 35 $ — $ 35 $ — $ 34 $ — $ 34 |
Schedule of Expected Benefit Payments [Table Text Block] | Estimated future plan benefit payments as of December 31, 2016 are as follows: Pension Benefits Non-Pension Postretirement Benefits Year U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans 2017 $ 5 $ 4 $ 3 $ — 2018 6 5 3 — 2019 7 5 3 — 2020 8 6 3 — 2021 10 6 3 — 2022-2026 66 35 15 — |
Operating Segments (Tables)
Operating Segments (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | ||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Net Sales (1) : Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones $ 2,061 $ 2,112 $ 431 $ 1,866 Quartz 172 177 34 145 Total $ 2,233 $ 2,289 $ 465 $ 2,011 | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Segment EBITDA: MPM HOLDINGS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones (2) $ 257 $ 201 $ 44 $ 213 Quartz 20 27 6 17 Corporate (39 ) (34 ) (4 ) (38 ) Total $ 238 $ 194 $ 46 $ 192 MOMENTIVE PERFORMANCE MATERIALS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones (2) $ 257 $ 201 $ 44 $ 213 Quartz 20 27 6 17 Corporate (37 ) (33 ) (4 ) (38 ) Total $ 240 $ 195 $ 46 $ 192 | |
Schedule of Other Operating Cost and Expense, by Component [Table Text Block] | Depreciation and Amortization: Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones $ 156 $ 127 $ 18 $ 127 Quartz 29 26 4 20 Total $ 185 $ 153 $ 22 $ 147 | |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated [Table Text Block] | Capital Expenditures: Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones $ 109 $ 96 $ 20 $ 52 Quartz 14 15 4 10 Total $ 123 $ 111 $ 24 $ 62 | |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Total Assets as of December 31 (3) : 2016 2015 Silicones $ 2,324 $ 2,364 Quartz 273 290 Corporate 9 9 Total $ 2,606 $ 2,663 | |
Reconciliation of Segment EBITDA to Net Income [Table Text Block] | Reconciliation of Net (Loss) Income to Segment EBITDA: MPM HOLDINGS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Net (loss) income $ (163 ) $ (83 ) $ (60 ) $ 1,685 Interest expense, net 76 79 15 162 Income tax expense 18 13 — 36 Depreciation and amortization 185 153 22 147 Gain on extinguishment and exchange of debt (9 ) (7 ) — — EBITDA $ 107 $ 155 $ (23 ) $ 2,030 Items not included in Segment EBITDA: Non-cash charges and other income and expense $ 26 $ 15 $ 46 $ 114 Unrealized gains (losses) on pension and postretirement benefits 33 (16 ) 15 — Restructuring and other costs 70 32 5 20 Reorganization items, net 2 8 3 (1,972 ) Total adjustments 131 39 69 (1,838 ) Segment EBITDA $ 238 $ 194 $ 46 $ 192 Segment EBITDA: Silicones 257 201 44 213 Quartz 20 27 6 17 Corporate (39 ) (34 ) (4 ) (38 ) Total $ 238 $ 194 $ 46 $ 192 MOMENTIVE PERFORMANCE MATERIALS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Net (loss) income $ (161 ) $ (82 ) $ (60 ) $ 1,685 Interest expense, net 76 79 15 162 Income tax expense 18 13 — 36 Depreciation and amortization 185 153 22 147 Gain on extinguishment and exchange of debt (9 ) (7 ) — — EBITDA $ 109 $ 156 $ (23 ) $ 2,030 Items not included in Segment EBITDA: Non-cash charges and other income and expense $ 26 $ 15 $ 46 $ 114 Unrealized gains (losses) on pension and postretirement benefits 33 (16 ) 15 — Restructuring and other costs 70 32 5 20 Reorganization items, net 2 8 3 (1,972 ) Total adjustments 131 39 69 (1,838 ) Segment EBITDA $ 240 $ 195 $ 46 $ 192 Segment EBITDA: Silicones 257 201 44 213 Quartz 20 27 6 17 Corporate (37 ) (33 ) (4 ) (38 ) Total $ 240 $ 195 $ 46 $ 192 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from External Customers by Products and Services [Table Text Block] | Segment and Geographic Information The Company’s segments are based on the products that the Company offers and the markets that it serves. At December 31, 2016 , the Company’s had two reportable segments: Silicones and Quartz. The Silicones business is engaged in the manufacture, sale and distribution of silanes, specialty silicones and urethane additives. The Quartz business is engaged in the manufacture, sale and distribution of high-purity fused quartz and ceramic materials. The Company’s segments are organized based on the nature of the products they produce. The Company’s organizational structure continues to evolve. It is also continuing to refine its business and operating structure to better align its services to its customers and improve its cost position, while continuing to invest in global growth opportunities. Following are net sales and Segment EBITDA by reportable segment. Segment EBITDA is defined as EBITDA (earnings before interest, income taxes, depreciation and amortization) adjusted for certain non-cash items and certain other income and expenses. Segment EBITDA is the primary performance measure used by our senior management, the chief operating decision-maker and the Board of Directors to evaluate operating results and allocate capital resources among segments. Segment EBITDA is also the profitability measure used to set management and executive incentive compensation goals. Segment EBITDA should not be considered a substitute for net income (loss) or other results reported in accordance with U.S. GAAP. Segment EBITDA may not be comparable to similarly titled measures reported by other companies. In 2015, we redefined our internal reporting structure and now allocate additional administrative functional costs to the operating segments. The current presentation of Segment EBITDA includes a Corporate component rather than the Other component previously disclosed. Corporate is primarily corporate, general and administrative expenses that are not allocated to the segments, such as certain shared service and administrative functions. Segment EBITDA for all periods presented was retrospectively revised to conform with the current presentation. Net Sales (1) : Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones $ 2,061 $ 2,112 $ 431 $ 1,866 Quartz 172 177 34 145 Total $ 2,233 $ 2,289 $ 465 $ 2,011 Segment EBITDA: MPM HOLDINGS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones (2) $ 257 $ 201 $ 44 $ 213 Quartz 20 27 6 17 Corporate (39 ) (34 ) (4 ) (38 ) Total $ 238 $ 194 $ 46 $ 192 MOMENTIVE PERFORMANCE MATERIALS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones (2) $ 257 $ 201 $ 44 $ 213 Quartz 20 27 6 17 Corporate (37 ) (33 ) (4 ) (38 ) Total $ 240 $ 195 $ 46 $ 192 Depreciation and Amortization: Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones $ 156 $ 127 $ 18 $ 127 Quartz 29 26 4 20 Total $ 185 $ 153 $ 22 $ 147 Capital Expenditures: Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Silicones $ 109 $ 96 $ 20 $ 52 Quartz 14 15 4 10 Total $ 123 $ 111 $ 24 $ 62 Total Assets as of December 31 (3) : 2016 2015 Silicones $ 2,324 $ 2,364 Quartz 273 290 Corporate 9 9 Total $ 2,606 $ 2,663 (1) Inter-segment sales are not significant and, as such, are eliminated within the selling segment. (2) Included in the Silicones segment’s Segment EBITDA are “Earnings from unconsolidated entities, net of taxes” of $1 , $2 , $0 , and $3 for the years ended December 31, 2016, December 31, 2015, successor period from October 25, 2014 through December 31, 2014 and predecessor period from January 1, 2014 through October 24, 2014 , respectively. (3) Cash and cash equivalents that were originated by the Silicones and Quartz operating segments are included within the total assets of Silicones and Quartz, respectively. Deferred income tax assets are included within Corporate as reconciling amounts to the Company's total assets as presented on the Consolidated Balance Sheets. Reconciliation of Net (Loss) Income to Segment EBITDA: MPM HOLDINGS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Net (loss) income $ (163 ) $ (83 ) $ (60 ) $ 1,685 Interest expense, net 76 79 15 162 Income tax expense 18 13 — 36 Depreciation and amortization 185 153 22 147 Gain on extinguishment and exchange of debt (9 ) (7 ) — — EBITDA $ 107 $ 155 $ (23 ) $ 2,030 Items not included in Segment EBITDA: Non-cash charges and other income and expense $ 26 $ 15 $ 46 $ 114 Unrealized gains (losses) on pension and postretirement benefits 33 (16 ) 15 — Restructuring and other costs 70 32 5 20 Reorganization items, net 2 8 3 (1,972 ) Total adjustments 131 39 69 (1,838 ) Segment EBITDA $ 238 $ 194 $ 46 $ 192 Segment EBITDA: Silicones 257 201 44 213 Quartz 20 27 6 17 Corporate (39 ) (34 ) (4 ) (38 ) Total $ 238 $ 194 $ 46 $ 192 MOMENTIVE PERFORMANCE MATERIALS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Net (loss) income $ (161 ) $ (82 ) $ (60 ) $ 1,685 Interest expense, net 76 79 15 162 Income tax expense 18 13 — 36 Depreciation and amortization 185 153 22 147 Gain on extinguishment and exchange of debt (9 ) (7 ) — — EBITDA $ 109 $ 156 $ (23 ) $ 2,030 Items not included in Segment EBITDA: Non-cash charges and other income and expense $ 26 $ 15 $ 46 $ 114 Unrealized gains (losses) on pension and postretirement benefits 33 (16 ) 15 — Restructuring and other costs 70 32 5 20 Reorganization items, net 2 8 3 (1,972 ) Total adjustments 131 39 69 (1,838 ) Segment EBITDA $ 240 $ 195 $ 46 $ 192 Segment EBITDA: Silicones 257 201 44 213 Quartz 20 27 6 17 Corporate (37 ) (33 ) (4 ) (38 ) Total $ 240 $ 195 $ 46 $ 192 Items Not Included in Segment EBITDA Not included in Segment EBITDA are certain non-cash and other income and expenses. For the years ended December 31, 2016 and December 31, 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014, these charges primarily represented net realized and unrealized foreign currency transaction losses and losses on the disposal and impairment of certain assets. For the years ended December 31, 2016 and December 31, 2015, these charges also include stock based compensation expenses. Unrealized gains (losses) on pension and postretirement benefits represented non-cash actuarial losses recognized upon the re-measurement of our pension and postretirement benefit obligations, which after the Effective Date, are recognized in the Consolidated Statements of Operations, and were driven by a decrease in discount rates, other demographic assumptions and asset performance. Restructuring and other costs for all periods primarily included expenses from our restructuring and cost optimization programs. For the year ended December 31, 2016, these amounts also included costs arising from the union strikes inclusive of unfavorable manufacturing variances at our Waterford, NY and Willoughby, OH facilities, costs due to a fire at our Leverkusen, Germany facility, and recovery of Italian tax claims from GE. For the predecessor period from January 1, 2014 through October 24, 2014, these amounts also included costs associated with restructuring the Company’s capital structure incurred prior to the Bankruptcy Filing, and were partially offset by a gain related to a claim settlement. Reorganization items, net represented incremental costs incurred directly as a result of the Bankruptcy Filing. For the successor years ended December 31, 2016 and December 31, 2015, successor period from October 25, 2014 through December 31 2014, these amounts were primarily related to certain professional fees. For the predecessor period from January 1, 2014 through October 24, 2014, these amounts included certain professional fees, the BCA Commitment Premium and financing fees related to our DIP Facilities, as well as the impact of the Reorganization Adjustments and the Fresh Start Adjustments (see Note 3). Geographic Information: The following tables show data by geographic area. Net sales are based on the location of the operation recording the final sale to the customer. Total long-lived assets consist of property and equipment, net of accumulated depreciation, intangible assets, net of accumulated amortization and goodwill. Net Sales (1) : Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 United States $ 741 $ 771 $ 187 $ 617 Germany 620 636 105 629 China 208 302 37 174 Japan 273 184 67 254 Other International 391 396 69 337 Total $ 2,233 $ 2,289 $ 465 $ 2,011 (1) Sales are attributed to the country in which the individual business locations reside. Long-Lived Assets as of December 31: 2016 2015 United States $ 765 $ 777 Germany 203 232 China 157 178 Japan 322 321 Other International 162 166 Total $ 1,609 $ 1,674 Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 United States $ 741 $ 771 $ 187 $ 617 Germany 620 636 105 629 China 208 302 37 174 Japan 273 184 67 254 Other International 391 396 69 337 Total $ 2,233 $ 2,289 $ 465 $ 2,011 |
Operating Segments Reconciliati
Operating Segments Reconciliation of segment EBITDA to net income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Reconciliation of Segment EBITDA to Net Income [Table Text Block] | Reconciliation of Net (Loss) Income to Segment EBITDA: MPM HOLDINGS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Net (loss) income $ (163 ) $ (83 ) $ (60 ) $ 1,685 Interest expense, net 76 79 15 162 Income tax expense 18 13 — 36 Depreciation and amortization 185 153 22 147 Gain on extinguishment and exchange of debt (9 ) (7 ) — — EBITDA $ 107 $ 155 $ (23 ) $ 2,030 Items not included in Segment EBITDA: Non-cash charges and other income and expense $ 26 $ 15 $ 46 $ 114 Unrealized gains (losses) on pension and postretirement benefits 33 (16 ) 15 — Restructuring and other costs 70 32 5 20 Reorganization items, net 2 8 3 (1,972 ) Total adjustments 131 39 69 (1,838 ) Segment EBITDA $ 238 $ 194 $ 46 $ 192 Segment EBITDA: Silicones 257 201 44 213 Quartz 20 27 6 17 Corporate (39 ) (34 ) (4 ) (38 ) Total $ 238 $ 194 $ 46 $ 192 MOMENTIVE PERFORMANCE MATERIALS INC. Successor Predecessor Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Net (loss) income $ (161 ) $ (82 ) $ (60 ) $ 1,685 Interest expense, net 76 79 15 162 Income tax expense 18 13 — 36 Depreciation and amortization 185 153 22 147 Gain on extinguishment and exchange of debt (9 ) (7 ) — — EBITDA $ 109 $ 156 $ (23 ) $ 2,030 Items not included in Segment EBITDA: Non-cash charges and other income and expense $ 26 $ 15 $ 46 $ 114 Unrealized gains (losses) on pension and postretirement benefits 33 (16 ) 15 — Restructuring and other costs 70 32 5 20 Reorganization items, net 2 8 3 (1,972 ) Total adjustments 131 39 69 (1,838 ) Segment EBITDA $ 240 $ 195 $ 46 $ 192 Segment EBITDA: Silicones 257 201 44 213 Quartz 20 27 6 17 Corporate (37 ) (33 ) (4 ) (38 ) Total $ 240 $ 195 $ 46 $ 192 |
Changes in Accumulated Other 37
Changes in Accumulated Other Comprehensive Income (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Summary of Changes in Accumulated Other Comprehensive Income [Table Text Block] | Following is a summary of changes in “Accumulated other comprehensive income” for the year ended December 31, 2015, the successor period from October 25, 2014 through December 31, 2014 and the predecessor period from January 1, 2014 through October 24, 2014 : Defined Benefit Pension and Postretirement Plans Foreign Currency Translation Adjustments Total Balance at December 31, 2014 $ 1 $ (29 ) $ (28 ) Other comprehensive (loss) income before reclassifications, net of tax (1 ) (63 ) (64 ) Amounts reclassified from Accumulated other comprehensive income, net of tax (1) — — — Net other comprehensive loss (1 ) (63 ) (64 ) Balance at December 31, 2015 $ — $ (92 ) $ (92 ) Other comprehensive (income) loss before reclassifications, net of tax 20 (1 ) 19 Amounts reclassified from Accumulated other comprehensive income (loss), net of tax (1) (3 ) — (3 ) Net other comprehensive income (loss) 17 (1 ) 16 Balance at December 31, 2016 $ 17 $ (93 ) $ (76 ) | |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block] | Amount Reclassified From Accumulated Other Comprehensive Income Successor Predecessor Amortization of defined benefit pension and other postretirement benefit items: Year Ended December 31, 2016 Year Ended December 31, 2015 Period from October 25, 2014 through December 31, 2014 Period from January 1, 2014 through October 24, 2014 Location of Reclassified Amount in Income Prior service costs $ 4 $ — $ 1 (1) Actuarial losses — — — (1) Total before income tax 4 — 1 — Income tax benefit (1 ) — — Income tax expense Total $ 3 $ — $ 1 $ — |
GuarantorNon-Guarantor Subsidia
GuarantorNon-Guarantor Subsidiary Financial Informa GuarantorNon-Guarantor Subsidiary Financial Informa (Tables) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Schedule of condensed balance sheet | MOMENTIVE PERFORMANCE MATERIALS INC. CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents (including restricted cash of $0, $0 and $4, respectively) $ 57 $ 2 $ 162 $ — $ 221 Accounts receivable — 81 211 — 292 Due from affiliates — 59 24 (83 ) — Inventories: Raw materials — 67 76 — 143 Finished and in-process goods — 111 127 — 238 Other current assets — 16 32 48 Total current assets 57 336 632 (83 ) 942 Investment in unconsolidated entities 1,675 325 19 (2,000 ) 19 Deferred income taxes — — 9 — 9 Other long-term assets — 2 17 — 19 Intercompany loans receivable 131 1,048 50 (1,229 ) — Property and equipment, net — 525 582 — 1,107 Goodwill — 105 106 — 211 Other intangible assets, net — 149 207 — 356 Total assets $ 1,863 $ 2,490 1,622 $ (3,312 ) $ 2,663 Liabilities and Equity (Deficit) Current liabilities: Accounts payables $ — $ 63 $ 160 $ — $ 223 Due to affiliates — 23 60 (83 ) — Debt payable within one year 3 — 33 — 36 Interest payable 10 — 1 — 11 Income taxes payable — — 5 — 5 Accrued payroll and incentive compensation — 25 18 — 43 Other current liabilities — 37 46 — 83 Total current liabilities 13 148 323 (83 ) 401 Long-term liabilities: Long-term debt 1,169 — — — 1,169 Intercompany loans payable 55 468 706 (1,229 ) — Pension liabilities — 185 148 — 333 Deferred income taxes — — 70 — 70 Other long-term liabilities — 14 50 — 64 Total liabilities 1,237 815 1,297 (1,312 ) 2,037 Total equity (deficit) 626 1,675 325 (2,000 ) 626 Total liabilities and (deficit) equity $ 1,863 $ 2,490 $ 1,622 $ (3,312 ) $ 2,663 | |||
Schedule of condensed income statement | MOMENTIVE PERFORMANCE MATERIALS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS SUCCESSOR PERIOD FROM OCTOBER 25, 2014 THROUGH DECEMBER 31, 2014 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 200 $ 357 $ (92 ) $ 465 Cost of sales — 168 326 (92 ) 402 Gross profit — 32 31 — 63 Selling, general and administrative expense 14 28 38 — 80 Research and development expense — 8 5 — 13 Restructuring and other costs 2 3 — — 5 Other operating expense (income) — 1 (2 ) — (1 ) Operating loss (16 ) (8 ) (10 ) — (34 ) Interest expense (income), net 15 (18 ) 18 — 15 Other non-operating expense, net — — 8 — 8 Reorganization items, net — 3 — — 3 (Loss) income before income taxes and losses from unconsolidated entities (31 ) 7 (36 ) — (60 ) Income tax (benefit) expense (8 ) — 8 — — (Loss) income before losses from unconsolidated entities (23 ) 7 (44 ) — (60 ) Losses from unconsolidated entities, net of taxes (37 ) (44 ) — 81 — Net loss $ (60 ) $ (37 ) $ (44 ) $ 81 $ (60 ) Comprehensive loss $ (88 ) $ (65 ) $ (56 ) $ 121 $ (88 ) | OMENTIVE PERFORMANCE MATERIALS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS PREDECESSOR PERIOD FROM JANUARY 1, 2014 THROUGH OCTOBER 24, 2014 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 927 $ 1,589 $ (505 ) $ 2,011 Costs and expenses: Cost of sales, excluding depreciation and amortization — 671 1,273 (505 ) 1,439 Selling, general and administrative expense 33 230 171 — 434 Depreciation and amortization expense — 55 92 — 147 Research and development expense — 39 24 — 63 Restructuring and other costs 5 15 — — 20 Operating (loss) income (38 ) (83 ) 29 — (92 ) Interest expense (income), net 155 (100 ) 107 — 162 Reorganization items, net (1,688 ) (173 ) (111 ) — (1,972 ) Income before income taxes and earnings from unconsolidated entities 1,495 190 33 — 1,718 Income tax expense 8 2 26 — 36 Income before earnings from unconsolidated entities 1,487 188 7 — 1,682 Earnings from unconsolidated entities, net of taxes 198 10 3 (208 ) 3 Net income $ 1,685 $ 198 $ 10 $ (208 ) $ 1,685 Comprehensive income (loss) $ 1,483 $ (4 ) $ (147 ) $ 151 $ 1,483 | MOMENTIVE PERFORMANCE MATERIALS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 1,062 $ 1,783 $ (556 ) $ 2,289 Cost of sales — 927 1,523 (556 ) 1,894 Gross profit — 135 260 — 395 Selling, general and administrative expense — 137 147 — 284 Research and development expense — 41 24 — 65 Restructuring and other costs — 26 6 — 32 Other operating expense (income) (2 ) 2 2 — 2 Operating loss 2 (71 ) 81 — 12 Interest expense (income), net 77 (59 ) 61 — 79 Other non-operating expense, net — (1 ) 4 — 3 Gain on extinguishment of debt (see Note 10) (7 ) — — — (7 ) Reorganization items, net — 8 — — 8 (Loss) income before income taxes and (losses) earnings from unconsolidated entities (68 ) (19 ) 16 — (71 ) Income tax (benefit) expense — 1 12 — 13 (Loss) income before losses from unconsolidated entities (68 ) (20 ) 4 — (84 ) Losses from unconsolidated entities, net of taxes (14 ) 6 2 8 2 Net (loss) income $ (82 ) $ (14 ) $ 6 $ 8 $ (82 ) Comprehensive loss $ (146 ) $ (79 ) $ (14 ) $ 93 $ (146 ) | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | MOMENTIVE PERFORMANCE MATERIALS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SUCCESSOR PERIOD FROM OCTOBER 25, 2014 THROUGH DECEMBER 31, 2014 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Cash flows (used in) provided by operating activities $ (7 ) $ (201 ) $ 205 $ — $ (3 ) Cash flows used in investing activities: Capital expenditures — (9 ) (8 ) — (17 ) Return of capital from subsidiary from sales of accounts receivable — 8 (a) — (8 ) — — (1 ) (8 ) (8 ) (17 ) Cash flows provided by (used in) financing activities: Net short-term debt repayments — — (1 ) — (1 ) Net intercompany loan borrowings (repayments) 14 171 (185 ) — — Return of capital to parent from sales of accounts receivable — — (8 ) (a) 8 — 14 171 (194 ) 8 (1 ) Increase (decrease) in cash and cash equivalents 7 (31 ) 3 — (21 ) Effect of exchange rate changes on cash — — (4 ) — (4 ) Cash and cash equivalents (unrestricted), beginning of period 71 40 137 — 248 Cash and cash equivalents (unrestricted), end of period $ 78 $ 9 $ 136 $ — $ 223 (a) During the successor period from October 25, 2014 through December 31, 2014, Momentive Performance Materials USA LLC contributed receivables of $8 to a non-guarantor subsidiary as capital contributions, resulting in a non-cash transaction. During the successor period from October 25, 2014 through December 31, 2014, the non-guarantor subsidiary sold the contributed receivables to certain banks under various supplier financing agreements. The cash proceeds were returned to Momentive Performance Materials USA LLC by the non-guarantor subsidiary as a return of capital. The sale of receivables has been included within cash flows from operating activities on the Combined non-guarantor subsidiaries. The return of the cash proceeds from the sale of receivables has been included as a financing outflow and an investing inflow on the Combined Non-Guarantor Subsidiaries and the Combined Guarantor Subsidiaries, respectively. | OMENTIVE PERFORMANCE MATERIALS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS PREDECESSOR PERIOD FROM JANUARY 1, 2014 THROUGH OCTOBER 24, 2014 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Cash flows (used in) provided by operating activities $ (258 ) $ (50 ) $ 106 $ (5 ) $ (207 ) Cash flows provided by (used in) investing activities: Capital expenditures — (37 ) (41 ) — (78 ) Capitalized interest — — (1 ) — (1 ) Proceeds from sale of business — — 12 — 12 Consolidation of variable interest entity — — 50 — 50 Change in restricted cash — — — — — Purchases of intangible assets — (2 ) — — (2 ) Proceeds from sale of assets — 1 — — 1 Return of capital from subsidiary from sales of accounts receivable — 45 (a) — (45 ) — — 7 20 (45 ) (18 ) Cash flows provided by (used in) financing activities: Net short-term debt borrowings (repayments) 4 — (10 ) — (6 ) Borrowings of long-term debt — 170 10 — 180 Repayments of long-term debt — (258 ) (57 ) — (315 ) Repayment of affiliated debt — — (50 ) — (50 ) Cash proceeds from Rights Offerings 600 — — — 600 DIP Facility financing fees (19 ) — — — (19 ) Net intercompany loan (repayments) borrowings (258 ) 176 82 — — Common stock dividends paid — (5 ) — 5 — Return of capital to parent from sales of accounts receivable — — (45 ) (a) 45 — 327 83 (70 ) 50 390 Increase in cash and cash equivalents 69 40 56 — 165 Effect of exchange rate changes on cash — — (6 ) — (6 ) Cash and cash equivalents (unrestricted), beginning of period 2 — 87 — 89 Cash and cash equivalents (unrestricted), end of period $ 71 $ 40 $ 137 $ — $ 248 (a) During the predecessor period from January 1, 2014 through October 24, 2014, Momentive Performance Materials USA LLC contributed receivables of $45 to a non-guarantor subsidiary as capital contributions, resulting in a non-cash transaction. During the predecessor period from January 1, 2014 through October 24, 2014, the non-guarantor subsidiary sold the contributed receivables to certain banks under various supplier financing agreements. The cash proceeds were returned to Momentive Performance Materials USA LLC by the non-guarantor subsidiary as a return of capital. The sale of receivables has been included within cash flows from operating activities on the Combined non-guarantor subsidiaries. The return of the cash proceeds from the sale of receivables has been included as a financing outflow and an investing inflow on the Combined Non-Guarantor Subsidiaries and the Combined Guarantor Subsidiaries, respectively. | OMENTIVE PERFORMANCE MATERIALS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2015 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Cash flows (used in) provided by operating activities $ (33 ) $ 52 $ 218 $ (108 ) $ 129 Cash flows used in investing activities: Capital expenditures — (54 ) (60 ) — (114 ) Capitalized interest — — (1 ) — (1 ) Purchases of intangible assets — (2 ) (1 ) — (3 ) Change in restricted cash — — — — — Proceeds from sale of assets — 1 1 — 2 Investment in unconsolidated affiliate — — — — — Capital contribution to subsidiary — — — — — Return of capital from subsidiary from sales of accounts receivable — 48 (a) — (48 ) — — (7 ) (61 ) (48 ) (116 ) Cash flows provided by (used in) financing activities: Net short-term debt repayments (1 ) — — — (1 ) Borrowings of long-term debt — — — — — Repayments of long-term debt (10 ) — — — (10 ) Net intercompany loan borrowings (repayments) 23 49 (72 ) — — Proceeds from capital contributions — — — — — Long-term debt financing fees — — — — — Intercompany dividend — (101 ) (7 ) 108 — Return of capital to parent from sales of accounts receivable — — (48 ) (a) 48 — 12 (52 ) (127 ) 156 (11 ) Increase (decrease) in cash and cash equivalents (21 ) (7 ) 30 — 2 Effect of exchange rate changes on cash — — (8 ) — (8 ) Cash and cash equivalents (unrestricted), beginning of period 78 9 136 — 223 Cash and cash equivalents (unrestricted), end of period $ 57 $ 2 $ 158 $ — $ 217 Supplemental disclosures of cash flow information Non-cash financing activity: Intercompany loan capitalizations $ — $ (602 ) $ 602 $ — $ — (a) During the fiscal year ended December 31, 2015, Momentive Performance Materials USA LLC contributed receivables of $48 to a non-guarantor subsidiary as capital contributions, resulting in a non-cash transaction. During the fiscal year ended December 31, 2015, the non-guarantor subsidiary sold the contributed receivables to certain banks under various supplier financing agreements. The cash proceeds were returned to Momentive Performance Materials USA LLC by the non-guarantor subsidiary as a return of capital. The sale of receivables has been included within cash flows from operating activities on the Combined Non-Guarantor Subsidiaries. The return of the cash proceeds from the sale of receivables has been included as a financing outflow and an investing inflow on the Combined Non-Guarantor Subsidiaries and the Combined Guarantor Subsidiaries, respectively. |
Business and Basis of Present39
Business and Basis of Presentation Business and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2016Independent_Business_Segments | |
Segment Reporting Information [Line Items] | |
Number of Operating Segments | 2 |
Fresh Start Accounting (Details
Fresh Start Accounting (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 25, 2014 | Dec. 31, 2013 | ||
Fresh-Start Adjustment [Line Items] | |||||||
Proceeds from Other Equity | $ 0 | $ 600 | $ 0 | $ 1 | |||
Cancellation of predecessor company equity | (162) | ||||||
Cash and Cash Equivalents, at Carrying Value | 228 | ||||||
Accounts receivable | 280 | ||||||
Inventory, Raw Materials, Net of Reserves | 119 | ||||||
Inventory, Finished Goods, Net of Reserves | 271 | ||||||
Other current assets | 50 | ||||||
Assets, Current | 948 | ||||||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 9 | ||||||
Other Assets, Noncurrent | 20 | ||||||
Property and equipment, net | 1,075 | ||||||
Goodwill | 218 | 211 | 211 | ||||
Intangible Assets, Net (Excluding Goodwill) | 323 | 356 | |||||
Assets | [1] | 2,606 | 2,663 | ||||
Trade payables | 238 | ||||||
Long-term Debt, Current Maturities | 36 | 36 | |||||
Accrued interest | 11 | ||||||
Accrued income taxes | 8 | ||||||
Accrued Salaries, Current | 61 | ||||||
Accrued expenses and other liabilities | 122 | ||||||
Liabilities, Current | 476 | ||||||
Long-term Debt, Excluding Current Maturities | 1,167 | 1,169 | |||||
Pension liabilities | 341 | ||||||
Deferred income taxes | 66 | ||||||
Other liabilities | 72 | ||||||
Liabilities | 2,122 | ||||||
Accumulated other comprehensive income | 28 | 76 | 92 | ||||
Net Gain on Fresh Start Adjustments | 0 | 377 | 0 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 769 | 0 | 482 | 626 | $ 857 | $ (1,480) | |
Bankruptcy Claims, Amount Paid to Settle Claims | (11) | ||||||
Repayments of Long-term Debt | $ 0 | 315 | $ 16 | $ (10) | |||
Other fees and expenses paid upon emergence | (34) | ||||||
LSTC payments at emergence | (11) | ||||||
Predecessor [Member] | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Issuance of Successor Company common stock | 0 | ||||||
Cash and Cash Equivalents, at Carrying Value | 162 | ||||||
Accounts receivable | 335 | ||||||
Inventory, Raw Materials, Net of Reserves | 131 | ||||||
Inventory, Finished Goods, Net of Reserves | 315 | ||||||
Deferred income taxes | 9 | ||||||
Other current assets | 74 | ||||||
Assets, Current | 1,026 | ||||||
Equity Method Investments | 10 | ||||||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 4 | ||||||
Other Assets, Noncurrent | 24 | ||||||
Land | 71 | ||||||
Buildings and Improvements, Gross | 371 | ||||||
Machinery and Equipment, Gross | 1,479 | ||||||
Property, Plant and Equipment, Gross | 1,921 | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (1,050) | ||||||
Property and equipment, net | 871 | ||||||
Goodwill | 358 | (358) | |||||
Intangible Assets, Net (Excluding Goodwill) | 398 | (398) | |||||
Assets | 2,691 | ||||||
Trade payables | 260 | ||||||
Long-term Debt, Current Maturities | 1,850 | ||||||
Accrued interest | 6 | ||||||
Accrued income taxes | 5 | ||||||
Deferred Tax Liabilities, Net, Current | 9 | ||||||
Accrued Salaries, Current | 44 | ||||||
Accrued expenses and other liabilities | 86 | ||||||
Liabilities, Current | 2,260 | ||||||
Long-term Debt, Excluding Current Maturities | 7 | ||||||
Pension liabilities | 133 | ||||||
Deferred income taxes | 55 | ||||||
Other liabilities | 54 | ||||||
Liabilities Subject to Compromise | 2,026 | ||||||
Liabilities | 4,535 | ||||||
Common Stock (Successor) | 0 | ||||||
Common Stock (Predecessor) | 0 | ||||||
Additional paid-in capital (Predecessor) | 713 | ||||||
Accumulated other comprehensive income | (211) | ||||||
Accumulated deficit | (2,768) | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (1,844) | ||||||
Noncontrolling interests | 2,691 | ||||||
Reorganization adjustments [Member] | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Issuance of Successor Company common stock | 857 | ||||||
Cash and Cash Equivalents, at Carrying Value | 91 | ||||||
Accounts receivable | 0 | ||||||
Inventory, Raw Materials, Net of Reserves | 0 | ||||||
Inventory, Finished Goods, Net of Reserves | 0 | ||||||
Deferred income taxes | 56 | ||||||
Other current assets | 0 | ||||||
Assets, Current | 147 | ||||||
Equity Method Investments | 0 | ||||||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 0 | ||||||
Other Assets, Noncurrent | 0 | ||||||
Land | 0 | ||||||
Buildings and Improvements, Gross | 0 | ||||||
Machinery and Equipment, Gross | 0 | ||||||
Property, Plant and Equipment, Gross | 0 | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 0 | ||||||
Property and equipment, net | 0 | ||||||
Goodwill | 0 | ||||||
Intangible Assets, Net (Excluding Goodwill) | 0 | ||||||
Assets | 147 | ||||||
Trade payables | 38 | ||||||
Long-term Debt, Current Maturities | (1,814) | ||||||
Accrued interest | (6) | ||||||
Accrued income taxes | 0 | ||||||
Deferred Tax Liabilities, Net, Current | 0 | ||||||
Accrued Salaries, Current | 12 | ||||||
Accrued expenses and other liabilities | (25) | ||||||
Liabilities, Current | (1,795) | ||||||
Long-term Debt, Excluding Current Maturities | 1,159 | ||||||
Pension liabilities | 165 | ||||||
Deferred income taxes | 57 | ||||||
Other liabilities | 9 | ||||||
Liabilities Subject to Compromise | (2,026) | ||||||
Liabilities | (2,431) | ||||||
Common Stock (Successor) | 0 | ||||||
Common Stock (Predecessor) | 0 | ||||||
Additional paid-in capital (Predecessor) | (713) | ||||||
Accumulated other comprehensive income | 0 | ||||||
Accumulated deficit | 2,434 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,578 | ||||||
Noncontrolling interests | 147 | ||||||
Fresh start adjustments [Member] | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Issuance of Successor Company common stock | 0 | ||||||
Cash and Cash Equivalents, at Carrying Value | 0 | ||||||
Accounts receivable | 0 | ||||||
Inventory, Raw Materials, Net of Reserves | 3 | ||||||
Inventory, Finished Goods, Net of Reserves | 15 | ||||||
Deferred income taxes | (11) | ||||||
Other current assets | 0 | ||||||
Assets, Current | 7 | ||||||
Equity Method Investments | 8 | ||||||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 5 | ||||||
Other Assets, Noncurrent | 0 | ||||||
Land | 8 | ||||||
Buildings and Improvements, Gross | (74) | ||||||
Machinery and Equipment, Gross | (684) | ||||||
Property, Plant and Equipment, Gross | (750) | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (1,050) | ||||||
Property and equipment, net | 300 | ||||||
Goodwill | (134) | ||||||
Intangible Assets, Net (Excluding Goodwill) | 26 | ||||||
Assets | 212 | ||||||
Trade payables | 0 | ||||||
Long-term Debt, Current Maturities | 0 | ||||||
Accrued interest | 0 | ||||||
Accrued income taxes | 0 | ||||||
Deferred Tax Liabilities, Net, Current | 9 | ||||||
Accrued Salaries, Current | 0 | ||||||
Accrued expenses and other liabilities | 6 | ||||||
Liabilities, Current | 15 | ||||||
Long-term Debt, Excluding Current Maturities | 0 | ||||||
Pension liabilities | 41 | ||||||
Deferred income taxes | 28 | ||||||
Other liabilities | 5 | ||||||
Liabilities Subject to Compromise | 0 | ||||||
Liabilities | 89 | ||||||
Common Stock (Successor) | 0 | ||||||
Common Stock (Predecessor) | 0 | ||||||
Additional paid-in capital (Predecessor) | 0 | ||||||
Accumulated other comprehensive income | 211 | ||||||
Accumulated deficit | 334 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 123 | ||||||
Noncontrolling interests | 212 | ||||||
Successor [Member] | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Issuance of Successor Company common stock | 857 | ||||||
Cash and Cash Equivalents, at Carrying Value | 80 | 253 | |||||
excess working capital | 124 | ||||||
Fair value of non debt and non pension assets | 646 | ||||||
Accounts receivable | 335 | ||||||
Inventory, Raw Materials, Net of Reserves | 134 | ||||||
Inventory, Finished Goods, Net of Reserves | 330 | ||||||
Deferred income taxes | 54 | ||||||
Other current assets | 74 | ||||||
Assets, Current | 1,180 | ||||||
Equity Method Investments | 18 | ||||||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 9 | ||||||
Other Assets, Noncurrent | 24 | ||||||
Land | 79 | ||||||
Buildings and Improvements, Gross | 297 | ||||||
Machinery and Equipment, Gross | 795 | ||||||
Property, Plant and Equipment, Gross | 1,171 | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 0 | ||||||
Property and equipment, net | 1,171 | ||||||
Goodwill | 224 | ||||||
Intangible Assets, Net (Excluding Goodwill) | 424 | ||||||
Assets | 3,050 | ||||||
Trade payables | 298 | ||||||
Long-term Debt, Current Maturities | 36 | ||||||
Accrued interest | 0 | ||||||
Accrued income taxes | 5 | ||||||
Deferred Tax Liabilities, Net, Current | 18 | ||||||
Accrued Salaries, Current | 56 | ||||||
Accrued expenses and other liabilities | 67 | ||||||
Liabilities, Current | 480 | ||||||
Long-term Debt, Excluding Current Maturities | 1,166 | ||||||
Pension liabilities | 339 | ||||||
Deferred income taxes | 140 | ||||||
Other liabilities | 68 | ||||||
Liabilities Subject to Compromise | 0 | ||||||
Liabilities | 2,193 | ||||||
Common Stock (Successor) | 0 | ||||||
Common Stock (Predecessor) | 0 | ||||||
Additional paid-in capital (Predecessor) | 0 | ||||||
Accumulated other comprehensive income | 0 | ||||||
Accumulated deficit | 0 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 857 | ||||||
Noncontrolling interests | 3,050 | ||||||
enterprise value | 2,200 | ||||||
Reorganization Value | 3,050 | ||||||
pension liability remeasurement | (47) | ||||||
Other assets and intangibles remeasurement | 21 | ||||||
tax impact on fresh start | (43) | ||||||
Fresh-Start Adjustment, Increase (Decrease), Stockholders' Equity | $ 334 | ||||||
DIP Term Loan [Member] | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Repayments of Long-term Debt | (300) | ||||||
DIP ABL [Member] | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Repayments of Long-term Debt | (144) | ||||||
Cash Flow facility [Member] | |||||||
Fresh-Start Adjustment [Line Items] | |||||||
Repayments of Long-term Debt | $ (20) | ||||||
[1] | Deferred income tax assets are included within Corporate as reconciling amounts to the Company's total assets as presented on the Consolidated Balance Sheets. |
Reorganization Items (Details)
Reorganization Items (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reorganizations [Abstract] | ||||
Debtor Reorganization Items, Legal and Advisory Professional Fees | $ 3 | $ 78 | $ 2 | $ 8 |
DIP financing fees included in net income | 0 | 19 | 0 | |
BCA Commitment Premium | 0 | 30 | 0 | |
Net Gain on Reorganization Adjustments | 0 | (1,722) | 0 | |
Net Gain on Fresh Start Adjustments | 0 | (377) | 0 | |
Reorganization Items | $ (3) | $ (1,972) | $ 2 | $ 8 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies Foreign Currency (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2013 | |
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||||
Foreign Currency Transaction Gain (Loss), before Tax | $ (6) | $ (8) | $ 0 | $ (99) |
Summary of Significant Accoun43
Summary of Significant Accounting Policies Property and equipment (Details) - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Document Fiscal Year Focus | 2,016 | |||
Current Fiscal Year End Date | --12-31 | --12-31 | ||
Depreciation | $ 17,000,000 | $ 113,000,000 | $ 0 | $ 117,000,000 |
Restructuring and Related Cost, Accelerated Depreciation | $ 35 | |||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | 20 | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | 15 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies Significant Accounting Policy (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||||
Inventory Valuation Reserves | $ 22 | $ 0 | ||
Research and development expenses | $ 13 | $ 63 | $ 64 | 65 |
Concentration Risk, Supplier | .1 | |||
Restructuring Charges | $ 5 | 20 | $ 42 | 32 |
Allowance for Doubtful Accounts Receivable | $ 0 | |||
Other Cash Equivalents, at Carrying Value | $ 3 | $ 5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||||||
Amortization of Intangible Assets | $ 6 | $ 34 | $ 0 | $ 0 | |||
Current Fiscal Year End Date | --12-31 | --12-31 | |||||
Cost allocation for unshared services | 100.00% | ||||||
Payables to affiliate | $ 0 | ||||||
Due from Affiliates | $ 0 | ||||||
Non cash captial contribution from parent | $ 7 | ||||||
Management Consultant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of agreement | 12 years | ||||||
Related party annual fees | $ 4 | ||||||
Momentive Specialty Chemicals Inc (MSC) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shared Services Costs Incurred by MPM | 0 | 82 | 0 | $ 0 | |||
Shared Services Costs Incurred by MSC | 0 | 108 | 0 | 0 | |||
Shared Service Billings - MSC to MPM | 0 | 32 | 0 | 0 | |||
Revenue from Related Parties | 1 | 7 | 0 | 0 | |||
Related Party Transaction, Purchases From Affiliates | 1 | 1 | |||||
Due from Affiliates | 0 | ||||||
Payables to affiliate | 5 | 7 | |||||
Due from Affiliates | 0 | ||||||
Affiliates Other Than MSC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payables to affiliate | 0 | 1 | |||||
Related Party Transaction, Sales to Affilitates | 1 | 10 | 0 | 0 | |||
Due from Affiliates | 1 | 0 | 1 | $ 1 | 1 | ||
Purchases from related party | 1 | $ 13 | $ 0 | $ 0 | |||
Momentive Holdings [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payables to affiliate | 3 | ||||||
Insurance premiums financed | 9 | ||||||
Maximum [Member] | Momentive Specialty Chemicals Inc (MSC) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Purchases From Affiliates | 1 | $ 1 | |||||
Payables to affiliate | $ 1 | ||||||
Current [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Shared Cost Allocation Percentage | 44.00% | ||||||
Current [Member] | Momentive Specialty Chemicals Inc (MSC) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Shared Cost Allocation Percentage | 56.00% | ||||||
Initial [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Shared Cost Allocation Percentage | 49.00% | 49.00% | |||||
Initial [Member] | Momentive Specialty Chemicals Inc (MSC) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Shared Cost Allocation Percentage | 51.00% | 51.00% |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-term Debt | $ 1,203 | $ 1,205 | ||
Long-term Debt, Fair Value | 1,243 | 909 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-term Debt, Fair Value | 0 | 0 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-term Debt, Fair Value | 1,243 | 909 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-term Debt, Fair Value | $ 0 | $ 0 | ||
Energy Related Derivative [Member] | Maximum [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets | $ 1 | $ 1 |
Goodwill and other Intangible47
Goodwill and other Intangibles Assets, Net Goodwill and other Intangibles Assets, Net Level 4 - (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||||
Intangible Assets, Gross (Excluding Goodwill) | $ 424 | ||||
Goodwill, Gross | $ 224 | $ 224 | |||
Goodwill, net book value | $ 218 | 211 | 211 | $ 218 | |
Goodwill, Translation Adjustments | 0 | (7) | |||
Goodwill, Translation Adjustments | (13) | (13) | |||
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 | |||
Finite-Lived Customer Relationships, Gross | 223 | 223 | |||
Finite-Lived Customer Relationships, Accumulated Impairments | 0 | 0 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (102) | (67) | |||
Finite-Lived Trademarks, Gross | 60 | 60 | |||
Finite-Lived Trademarks, Accumulated Impairments | 0 | 0 | |||
Finite-Lived Intangible Assets, Gross | 429 | 427 | |||
Finite-Lived Intangible Assets, Accumulated Impairments | (4) | (4) | |||
Finite-Lived Patents, Gross | 41 | 39 | |||
Finite-Lived Patents, Accumulated Impairments | (4) | (4) | |||
Intangible Assets, Net (Excluding Goodwill) | 323 | 356 | |||
Amortization of Intangible Assets | 6 | $ 34 | 0 | 0 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 38 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 38 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 38 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 38 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 32 | ||||
Customer Relationships [Member] | |||||
Goodwill [Line Items] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | (49) | (32) | |||
Finite-Lived Intangible Assets, Net | 174 | 191 | |||
Trademarks [Member] | |||||
Goodwill [Line Items] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | (19) | (12) | |||
Finite-Lived Intangible Assets, Net | 41 | 48 | |||
Unpatented Technology [Member] | |||||
Goodwill [Line Items] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | (29) | (16) | |||
Finite-Lived Intangible Assets, Gross | 105 | 105 | |||
Finite-Lived Intangible Assets, Accumulated Impairments | 0 | 0 | |||
Finite-Lived Intangible Assets, Net | 76 | 89 | |||
Patents [Member] | |||||
Goodwill [Line Items] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | (5) | (7) | |||
Finite-Lived Intangible Assets, Net | 32 | 28 | |||
Silicones [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Gross | 205 | 205 | |||
Goodwill, net book value | 199 | 193 | 193 | 199 | |
Goodwill, Translation Adjustments | 0 | (6) | |||
Goodwill, Translation Adjustments | (12) | (12) | |||
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 | |||
Quartz [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Gross | 19 | 19 | |||
Goodwill, net book value | $ 19 | 18 | 18 | 19 | |
Goodwill, Translation Adjustments | 0 | $ (1) | |||
Goodwill, Translation Adjustments | (1) | (1) | |||
Goodwill, Impaired, Accumulated Impairment Loss | $ 0 | $ 0 |
Debt Obligations - Level 4 (Det
Debt Obligations - Level 4 (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | May 31, 2012 | |
Debt Instrument [Line Items] | ||||||
Current Fiscal Year End Date | --12-31 | --12-31 | ||||
Long-term Debt, Maturities, Repayments of Principal in Next Rolling Twelve Months | $ 36 | |||||
Long-term Debt, Excluding Current Maturities | 1,167 | $ 1,169 | ||||
Long-term Debt, Current Maturities | 36 | 36 | ||||
Loss on extinguishment of debt | $ 0 | $ 0 | 9 | 7 | ||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 15 | |||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 0 | |||||
Operating Leases, Future Minimum Payments Receivable, in Two Years | 11 | |||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 0 | |||||
Operating Leases, Future Minimum Payments, Due in Three Years | 9 | |||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 0 | |||||
Operating Leases, Future Minimum Payments Receivable, in Four Years | 7 | |||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 1,100 | |||||
Operating Leases, Future Minimum Payments, Due in Five Years | 6 | |||||
Long-term Debt, Maturities, Repayments of Principal after Year Five | 202 | |||||
Operating Leases, Future Minimum Payments, Due Thereafter | 15 | |||||
Long-term Debt, Gross | 1,338 | |||||
Operating Leases, Future Minimum Payments Due | 63 | |||||
Operating Leases, Rent Expense | $ 4 | $ 16 | 15 | 13 | ||
Exit ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 0 | 0 | ||||
Long-term Debt, Current Maturities | 0 | 0 | ||||
Other Debt Obligations [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 0 | 0 | ||||
Long-term Debt, Current Maturities | 0 | 3 | ||||
Senior secured note, maturity June15, 2014 [Member] | Senior notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate at period end | 12.50% | |||||
10% senior secured notes, due October 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | 1,100 | |||||
Aggregate principal amount | $ 250 | |||||
Issue price | 100.00% | |||||
10.0% senior secured notes, maturity October 15, 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate at period end | 10.00% | |||||
JP Morgan Chase, Term Loan Tranche B-2-B, Maturity May 4, 2015 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Current Maturities | ||||||
New First Lien Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 995 | 977 | ||||
Long-term Debt, Current Maturities | 0 | 0 | ||||
New Second Lien Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 172 | 192 | ||||
Long-term Debt, Current Maturities | 0 | 0 | ||||
Agricultural Bank of China, Fixed Asset Loan, Maturity June 30, 2015 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 0 | 0 | ||||
Long-term Debt, Current Maturities | $ 36 | $ 33 |
Deficit (Details)
Deficit (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 25, 2014 | |
Class of Stock [Line Items] | |||||
Common Stock, Shares, Outstanding | 100 | 48,058,114,000,000 | 48,028,594,000,000 | 47,989,000,000,000 | 47,989,000,000,000 |
Non cash captial contribution from parent | $ 7 |
Stock-based Compensation Stock
Stock-based Compensation Stock Option Monte Carlo Model Assumptions Level 4 (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Tranche A Options [Member] | ||
Stock Option Monte Carlo Model Assumptions [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 9.83 | $ 7.93 |
Option Indexed to Issuer's Equity, Strike Price | $ 10.25 | $ 20.33 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.80% | 0.48% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 60.00% | 47.00% |
Tranche Market Threshold | $ 20 | $ 30.50 |
Tranche B Options [Member] | ||
Stock Option Monte Carlo Model Assumptions [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 8.93 | 7.62 |
Option Indexed to Issuer's Equity, Strike Price | $ 10.25 | $ 20.33 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.80% | 0.48% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 60.00% | 47.00% |
Tranche Market Threshold | $ 25 | $ 40.66 |
Stock-based Compensation 2011 E
Stock-based Compensation 2011 Equity Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 10 Months Ended | 12 Months Ended | ||||
Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 10,919,802 | 10,933,986 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 0 | |||||
Current Fiscal Year End Date | --12-31 | --12-31 | ||||
Tranche B Unit Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1 | |||||
Tranche C Unit Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 1 | |||||
Tranche C RDUs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 1 | |||||
Tranche B RDUs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1 | |||||
Employee Stock Option [Member] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 0 | $ 0 | ||||
Maximum [Member] | ||||||
Stock-based compensation expense, employees | $ 1 | $ 1 | ||||
2013 Grant [Member] | Tranche B Restricted Deferred Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | |||||
2013 Grant [Member] | Tranche A Restricted Deferred Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | |||||
2013 Grant [Member] | Tranche A Unit Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 515,712 | |||||
2013 Grant [Member] | Tranche B Unit Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | |||||
2013 Grant [Member] | Tranche C Unit Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | |||||
2013 Grant [Member] | Restricted Deferred Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 |
Stock-based Compensation wtd av
Stock-based Compensation wtd avg periods (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Allocated Share-based Compensation Expense | $ 3 | $ 3 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 10,919,802 | 10,933,986 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (14,184) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 10,919,802 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2.69 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | 4.85 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $ 2.68 | ||
Tranche C RDUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Beginning Balance | 0 | 1,174,860 | |
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | (2,955) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Ending Balance | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 1.92 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 4.85 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (1,171,905) | ||
Weighted Average Fair Value of Cancelled Restricted Units | $ 1.91 |
Income Taxes Components of inco
Income Taxes Components of income (loss) before income taxes (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Components of operating income (loss) [Line Items] | ||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ (9) | $ 1,983 | $ (118) | $ (92) |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (51) | (265) | (28) | 20 |
(Loss) income before income taxes and losses from unconsolidated entities | $ (60) | $ 1,718 | $ (146) | $ (72) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||||
Current Income Tax Expense (Benefit) | $ 10 | $ 16 | $ 35 | $ 19 | |
Deferred Income Tax Expense (Benefit) | (10) | 20 | (17) | (6) | |
Income Tax Expense (Benefit) | 0 | 36 | 18 | 13 | |
Operating Loss Carryforwards | 423 | 376 | 704 | 585 | $ 423 |
Deferred Tax Assets, Operating Loss Carryforwards | 368 | 368 | |||
Valuation Allowance, Amount | 38 | 695 | 76 | 33 | 38 |
Unrecognized Tax Benefits | 4 | $ 4 | |||
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (51) | (265) | (28) | 20 | |
(Loss) income before income taxes and losses from unconsolidated entities | (60) | 1,718 | (146) | (72) | |
Effective tax rate (percent) | 35.00% | ||||
Domestic Tax Authority [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Current Income Tax Expense (Benefit) | 0 | 2 | 0 | 0 | |
Deferred Income Tax Expense (Benefit) | 0 | 0 | (10) | ||
Income Tax Expense (Benefit) | 0 | 2 | (10) | ||
Valuation Allowance, Amount | 243 | 297 | $ 243 | ||
UNITED STATES | |||||
Income Tax Contingency [Line Items] | |||||
Operating Loss Carryforwards | 368 | ||||
GERMANY | |||||
Income Tax Contingency [Line Items] | |||||
Operating Loss Carryforwards | 245 | ||||
State and Local Jurisdiction [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Current Income Tax Expense (Benefit) | 0 | 0 | 0 | ||
Deferred Income Tax Expense (Benefit) | 0 | 0 | 0 | ||
Income Tax Expense (Benefit) | 0 | 0 | 0 | ||
Foreign Tax Authority [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Current Income Tax Expense (Benefit) | 10 | 14 | 35 | 19 | |
Deferred Income Tax Expense (Benefit) | (10) | 20 | (7) | (6) | |
Income Tax Expense (Benefit) | 0 | $ 34 | 28 | 13 | |
Valuation Allowance, Amount | $ 176 | $ 187 | $ 176 | ||
JAPAN | |||||
Income Tax Contingency [Line Items] | |||||
Operating Loss Carryforwards | 45 | ||||
THAILAND | |||||
Income Tax Contingency [Line Items] | |||||
Operating Loss Carryforwards | $ 28 |
Income Taxes Income tax expense
Income Taxes Income tax expense benefit reconciliation (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income Tax Reconciliation, Income Tax Expense (Benefit), at Federal Statutory Income Tax Rate | $ (21) | $ 603 | $ (50) | $ (25) |
Income Tax Reconciliation, State and Local Income Taxes | 0 | 0 | 0 | 0 |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate | 0 | 1 | (6) | (3) |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential | 4 | (1) | (4) | (1) |
Branch accounting effect | (23) | (22) | (17) | 7 |
Payments for Repurchase of Common Stock for Employee Tax Withholding Obligations | 0 | 0 | 3 | 3 |
Valuation Allowance, Amount | (38) | (695) | (76) | (33) |
Reorganization and fresh start | 0 | 101 | 0 | 0 |
Income Tax Reconciliation, Other Adjustments | 1 | 27 | (1) | 3 |
Bankruptcy costs | 1 | 40 | 0 | 0 |
Effective Income Tax Rate Reconciliation, Change in Permanent Reinvestment Assertion | (5) | (20) | 0 | 0 |
reserves for uncertain tax positions | 5 | 2 | 17 | (4) |
Income Tax Expense (Benefit) | $ 0 | $ 36 | $ 18 | $ 13 |
Income Taxes Unrecognized tax b
Income Taxes Unrecognized tax benefit (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Unrecognized Tax Benefits | $ 36 | $ 51 |
Unrecognized Tax Benefits, Increases Resulting from Current Period Tax Positions | 4 | |
Unrecognized Tax Benefits, Increases Resulting from Prior Period Tax Positions | (9) | $ 3 |
Unrecognized Tax Benefits, Decreases Resulting from Foreign Currency Translation | $ (1) |
Income Taxes Deferred income ta
Income Taxes Deferred income taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 24, 2014 | |
Income Tax Contingency [Line Items] | ||||
Current Fiscal Year End Date | --12-31 | --12-31 | ||
Operating Loss Carryforwards | $ 704 | $ 585 | $ 423 | $ 376 |
Valuation Allowance, Amount | $ 76 | 33 | 38 | $ 695 |
Domestic Tax Authority [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Deferred Tax Assets, Inventory | 12 | 13 | ||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Compensated Absences | 12 | 5 | ||
Non current deferred tax asset - amortization | 14 | 43 | ||
Non current deferred tax asset - Depreciation | 0 | 0 | ||
Non current deferred tax asset - Pension | 131 | 128 | ||
Non current deferred tax asset - Net operating losses | 132 | 87 | ||
Non current deferred tax asset - Branch accounting future credits | 26 | 26 | ||
Non current deferred tax asset - Reserves | 23 | 13 | ||
Non current deferred tax asset - Deferred interest deductions | 0 | 0 | ||
Non current deferred tax asset - Other | 0 | 0 | ||
Deferred Tax Assets, Gross | 371 | 344 | ||
Valuation Allowance, Amount | 297 | 243 | ||
Deferred Tax Assets, Net of Valuation Allowance | 74 | 101 | ||
Current deferred tax liability - Inventory | 0 | 0 | ||
Non current deferred tax liability - Amortization | 0 | 0 | ||
Non current deferred tax liability - Depreciation | 72 | 101 | ||
Non current deferred tax liability - Other | 2 | 0 | ||
Deferred Tax Liabilities, Gross | 74 | 101 | ||
Deferred taxes, net | 0 | 0 | ||
Foreign Tax Authority [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Deferred Tax Assets, Inventory | 5 | 2 | ||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Compensated Absences | 3 | 2 | ||
Non current deferred tax asset - amortization | 14 | 19 | ||
Non current deferred tax asset - Depreciation | 2 | 2 | ||
Non current deferred tax asset - Pension | 40 | 37 | ||
Non current deferred tax asset - Net operating losses | 102 | 103 | ||
Non current deferred tax asset - Branch accounting future credits | 0 | 0 | ||
Non current deferred tax asset - Reserves | 8 | 6 | ||
Non current deferred tax asset - Deferred interest deductions | 61 | 65 | ||
Non current deferred tax asset - Other | 3 | 2 | ||
Deferred Tax Assets, Gross | 239 | 240 | ||
Valuation Allowance, Amount | 187 | 176 | ||
Deferred Tax Assets, Net of Valuation Allowance | 52 | 64 | ||
Current deferred tax liability - Inventory | 3 | 5 | ||
Non current deferred tax liability - Amortization | 32 | 38 | ||
Non current deferred tax liability - Depreciation | 54 | 65 | ||
Non current deferred tax liability - Other | 19 | 16 | ||
Deferred Tax Liabilities, Gross | 109 | 125 | ||
Deferred taxes, net | $ (57) | $ (61) |
Income Taxes Schedule of deferr
Income Taxes Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 24, 2014 | Dec. 31, 2013 | |
Summary of deferred tax assets and liabilities [Line Items] | |||||
Operating Loss Carryforwards | $ 423 | $ 704 | $ 585 | $ 376 | |
Effective Income Tax Rate Reconciliation, Percent | 35.00% | ||||
Tax Credit Carryforward, Name [Domain] | |||||
Summary of deferred tax assets and liabilities [Line Items] | |||||
Operating Loss Carryforwards | $ 18 | ||||
Domestic Tax Authority [Member] | |||||
Summary of deferred tax assets and liabilities [Line Items] | |||||
Deferred Tax Assets, Inventory | $ 13 | 12 | |||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Compensated Absences | 5 | 12 | |||
Non current deferred tax asset - amortization | 43 | 14 | |||
Non current deferred tax asset - Depreciation | 0 | 0 | |||
Non current deferred tax asset - Pension | 128 | 131 | |||
Non current deferred tax asset - Net operating losses | 87 | 132 | |||
Non current deferred tax asset - Branch accounting future credits | 26 | 26 | |||
Non current deferred tax asset - Reserves | 13 | 23 | |||
Non current deferred tax asset - Deferred interest deductions | 0 | 0 | |||
Deferred Tax Liabilities, Deferred Expense, Deferred Financing Costs | 10 | 8 | |||
Non current deferred tax asset - Other | 0 | 0 | |||
Deferred Tax Assets, Gross | 344 | 371 | |||
Deferred Tax Assets, Net of Valuation Allowance | 101 | 74 | |||
Current deferred tax liability - Inventory | 0 | 0 | |||
Non current deferred tax liability - Amortization | 0 | 0 | |||
Non current deferred tax liability - Depreciation | 101 | 72 | |||
Non current deferred tax liability - Other | 0 | 2 | |||
Deferred Tax Liabilities, Gross | 101 | 74 | |||
Deferred taxes, net | 0 | 0 | |||
Deferred Tax Assets, Unrealized Currency Losses | 19 | 13 | |||
Foreign Tax Authority [Member] | |||||
Summary of deferred tax assets and liabilities [Line Items] | |||||
Deferred Tax Assets, Inventory | 2 | 5 | |||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Compensated Absences | 2 | 3 | |||
Non current deferred tax asset - amortization | 19 | 14 | |||
Non current deferred tax asset - Depreciation | 2 | 2 | |||
Non current deferred tax asset - Pension | 37 | 40 | |||
Non current deferred tax asset - Net operating losses | 103 | 102 | |||
Non current deferred tax asset - Branch accounting future credits | 0 | 0 | |||
Non current deferred tax asset - Reserves | 6 | 8 | |||
Non current deferred tax asset - Deferred interest deductions | 65 | 61 | |||
Deferred Tax Liabilities, Deferred Expense, Deferred Financing Costs | 0 | 0 | |||
Non current deferred tax asset - Other | 2 | 3 | |||
Deferred Tax Assets, Gross | 240 | 239 | |||
Deferred Tax Assets, Net of Valuation Allowance | 64 | 52 | |||
Current deferred tax liability - Inventory | 5 | 3 | |||
Non current deferred tax liability - Amortization | 38 | 32 | |||
Non current deferred tax liability - Depreciation | 65 | 54 | |||
Non current deferred tax liability - Other | 16 | 19 | |||
Deferred Tax Liabilities, Gross | 125 | 109 | |||
Deferred taxes, net | (61) | $ (57) | |||
Deferred Tax Assets, Unrealized Currency Losses | $ 1 | $ 2 |
Commitments and Contingencies F
Commitments and Contingencies Future minimum purchase commitments (Details) $ in Millions | Dec. 31, 2016USD ($) |
Long-term Purchase Commitment [Line Items] | |
Unrecorded Unconditional Purchase Obligation, Due in Next Twelve Months | $ 127 |
Unrecorded Unconditional Purchase Obligation, Due within Two Years | 111 |
Unrecorded Unconditional Purchase Obligation, Due within Three Years | 97 |
Unrecorded Unconditional Purchase Obligation, Due within Four Years | 91 |
Unrecorded Unconditional Purchase Obligation, Due within Five Years | 72 |
Unrecorded Unconditional Purchase Obligation, Due after Five Years | 352 |
Unrecorded Unconditional Purchase Obligation, Imputed Interest | (94) |
Total Unrecorded Unconditional Purchase Obligation | $ 756 |
Commitments and Contingencies60
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Loss Contingencies [Line Items] | ||||
Environmental Exit Costs, Assets Previously Disposed, Liability for Remediation | $ 13,000,000 | |||
Current Fiscal Year End Date | --12-31 | --12-31 | ||
Accrual for Environmental Loss Contingencies | $ 3 | $ 3 | ||
Estimated Litigation Liability | $ 5,000,000 | $ 4,000,000 | ||
Waterford, NY site [Domain] | ||||
Loss Contingencies [Line Items] | ||||
Accrual for Environmental Loss Contingencies | $ 8,000,000 | |||
Accrual for Environmental Loss Contingencies, Discount Rate | 3.00% | |||
Accrual for Environmental Loss Contingencies, Payment Period | 50 years | |||
Site Contingency, Accrual, Undiscounted Amount | $ 17,000,000 | |||
Accrual for Environmental Loss Contingencies, Undiscounted, Due in Next Five Years | $ 2,000,000 |
Pension Plans and Other Postr61
Pension Plans and Other Postretirement Benefits Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets - Level 4 (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 5.00% | ||||||
Multi-employer plan [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Pension and Other Postretirement Benefit Expense | $ 1 | ||||||
US Pension Plan of US Entity, Defined Benefit [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Benefit Obligation | $ 223 | $ 241 | $ 216 | 223 | |||
Defined Benefit Plan, Service Cost | 6 | 9 | |||||
Defined Benefit Plan, Interest Cost | 9 | 9 | |||||
Defined Benefit Plan, Actuarial Gain (Loss) | 14 | (21) | |||||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | 0 | 0 | |||||
Defined Benefit Plan, Benefits Paid | (4) | (3) | |||||
Defined Benefit Plan, Settlements, Plan Assets | 0 | 0 | |||||
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | 0 | 2 | |||||
Defined Benefit Plan, Curtailments | 0 | (3) | |||||
Defined Benefit Plan, Settlements, Benefit Obligation | 0 | 0 | |||||
Pension Benefits Fair Value of Plan Assets | 116 | 122 | 114 | 116 | |||
Defined Benefit Plan, Actual Return on Plan Assets | 7 | (4) | |||||
Foreign currency exchange rate change | 0 | 0 | |||||
Defined Benefit Plan, Contributions by Employer | 5 | 5 | |||||
Defined Benefit Plan, Funded Status of Plan | (119) | (102) | |||||
Foreign Pension Plan, Defined Benefit [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Benefit Obligation | 190 | 207 | 184 | 190 | |||
Defined Benefit Plan, Service Cost | 1 | $ 6 | 10 | 10 | |||
Defined Benefit Plan, Interest Cost | 1 | 4 | 3 | 3 | |||
Defined Benefit Plan, Actuarial Gain (Loss) | 18 | (1) | |||||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | (3) | (14) | |||||
Defined Benefit Plan, Benefits Paid | (5) | (4) | |||||
Defined Benefit Plan, Settlements, Plan Assets | 0 | 0 | |||||
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | 0 | 0 | |||||
Defined Benefit Plan, Curtailments | 0 | 0 | |||||
Defined Benefit Plan, Settlements, Benefit Obligation | 0 | 0 | |||||
Pension Benefits Fair Value of Plan Assets | 32 | 35 | 34 | 32 | |||
Defined Benefit Plan, Actual Return on Plan Assets | 0 | 1 | |||||
Foreign currency exchange rate change | 0 | (1) | |||||
Defined Benefit Plan, Contributions by Employer | 6 | 6 | |||||
Defined Benefit Plan, Funded Status of Plan | (172) | (150) | |||||
United States Postretirement Benefit Plan of US Entity, Defined Benefit [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Benefit Obligation | 88 | 53 | 86 | 88 | |||
Defined Benefit Plan, Service Cost | 2 | 0 | 1 | 2 | $ 2 | ||
Defined Benefit Plan, Interest Cost | 4 | $ 1 | 2 | 4 | 3 | ||
Defined Benefit Plan, Actuarial Gain (Loss) | (1) | (4) | |||||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | 0 | 0 | |||||
Defined Benefit Plan, Benefits Paid | (4) | (4) | |||||
Defined Benefit Plan, Settlements, Plan Assets | 0 | 0 | |||||
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | (31) | 0 | |||||
Defined Contribution Plan, Plan Curtailment | 0 | 0 | |||||
Defined Contribution Plan, Settlements, Benefit Obligation | 0 | 0 | |||||
Pension Benefits Fair Value of Plan Assets | 0 | 0 | 0 | 0 | |||
Defined Benefit Plan, Actual Return on Plan Assets | 0 | 0 | |||||
Foreign currency exchange rate change | 0 | 0 | |||||
Defined Benefit Plan, Contributions by Employer | 4 | 4 | |||||
Defined Benefit Plan, Funded Status of Plan | (53) | (86) | |||||
Foreign Postretirement Benefit Plan, Defined Benefit [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Benefit Obligation | 0 | 1 | 0 | 0 | |||
Defined Benefit Plan, Service Cost | 0 | 0 | |||||
Defined Benefit Plan, Interest Cost | 0 | 0 | |||||
Defined Benefit Plan, Actuarial Gain (Loss) | 1 | 0 | |||||
Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) | 0 | 0 | |||||
Defined Benefit Plan, Benefits Paid | 0 | 0 | |||||
Defined Benefit Plan, Settlements, Plan Assets | 0 | 0 | |||||
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | 0 | 0 | |||||
Defined Contribution Plan, Plan Curtailment | 0 | 0 | |||||
Defined Contribution Plan, Settlements, Benefit Obligation | 0 | 0 | |||||
Pension Benefits Fair Value of Plan Assets | $ 0 | 0 | 0 | $ 0 | |||
Defined Benefit Plan, Actual Return on Plan Assets | 0 | 0 | |||||
Foreign currency exchange rate change | 0 | 0 | |||||
Defined Benefit Plan, Contributions by Employer | 0 | 0 | |||||
Defined Benefit Plan, Funded Status of Plan | $ (1) | $ 0 | |||||
Maximum [Member] | Multi-employer plan [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Pension and Other Postretirement Benefit Expense | $ 1 | $ 1 |
Pension Plans and Other Postr62
Pension Plans and Other Postretirement Benefits Schedule of Amounts Recognized in Balance Sheet - Level 4 (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Accumulated other comprehensive income | $ (28) | $ (76) | $ (92) | |
Other Comprehensive Income (Loss), Net of Tax | $ 28 | $ 202 | (16) | 64 |
US Pension Plan of US Entity, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Other Liabilities, Current | (1) | 0 | ||
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent | (118) | 102 | ||
Accumulated other comprehensive income | 1 | (1) | ||
Defined Benefit Plan, Amounts Recognized in Balance Sheet | (118) | (101) | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Gains (Losses), before Tax | 0 | 0 | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax | 1 | 1 | ||
Deferred income taxes - in AOCI | 0 | 0 | ||
Net Amounts Recognized in Accumulated Other Comprehensive Income | 1 | 1 | ||
Defined Benefit Plan, Accumulated Benefit Obligation | 227 | 204 | ||
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation | (241) | (217) | ||
Aggregate Projected Benefit Obligation for Underfunded Pension Plans | 241 | 216 | ||
Aggregate Accumulated Benefit Obligation for Underfunded Pension Plans | 227 | 204 | ||
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Fair Value of Plan Assets | 122 | 114 | ||
Aggregate Projected Benefit Obligation for Pension Plans with Projected Benefit Obligations | 241 | 216 | ||
Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets, Aggregate Fair Value of Plan Assets | 122 | 114 | ||
Foreign Pension Plan, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Other Liabilities, Current | (2) | 1 | ||
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent | (170) | 149 | ||
Accumulated other comprehensive income | (1) | 1 | ||
Defined Benefit Plan, Amounts Recognized in Balance Sheet | (173) | (151) | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Gains (Losses), before Tax | 0 | 0 | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax | (1) | (1) | ||
Deferred income taxes - in AOCI | 0 | 0 | ||
Net Amounts Recognized in Accumulated Other Comprehensive Income | (1) | (1) | ||
Defined Benefit Plan, Accumulated Benefit Obligation | 198 | 175 | ||
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation | (207) | (184) | ||
Aggregate Projected Benefit Obligation for Underfunded Pension Plans | 207 | 184 | ||
Aggregate Accumulated Benefit Obligation for Underfunded Pension Plans | 198 | 175 | ||
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Fair Value of Plan Assets | 35 | 34 | ||
Aggregate Projected Benefit Obligation for Pension Plans with Projected Benefit Obligations | 207 | 184 | ||
Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets, Aggregate Fair Value of Plan Assets | 35 | 34 | ||
United States Postretirement Benefit Plan of US Entity, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Other Liabilities, Current | 3 | 4 | ||
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent | 50 | 82 | ||
Accumulated other comprehensive income | 17 | 0 | ||
Defined Benefit Plan, Amounts Recognized in Balance Sheet | (70) | (86) | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Gains (Losses), before Tax | 0 | 0 | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax | (28) | 0 | ||
Deferred income taxes - in AOCI | (11) | 0 | ||
Net Amounts Recognized in Accumulated Other Comprehensive Income | (17) | 0 | ||
Foreign Postretirement Benefit Plan, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Other Liabilities, Current | 0 | 0 | ||
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent | 1 | 0 | ||
Accumulated other comprehensive income | 0 | 0 | ||
Defined Benefit Plan, Amounts Recognized in Balance Sheet | (1) | 0 | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Gains (Losses), before Tax | 0 | 0 | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax | 0 | 0 | ||
Deferred income taxes - in AOCI | 0 | 0 | ||
Net Amounts Recognized in Accumulated Other Comprehensive Income | $ 0 | $ 0 |
Pension Plans and Other Postr63
Pension Plans and Other Postretirement Benefits Net Periodic Pension Expense - Level 4 (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Other Costs | $ (4) | $ 0 | $ 15 | $ 8 |
Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Service Cost | 2 | 7 | 6 | 9 |
Defined Benefit Plan, Interest Cost | 1 | 7 | 9 | 9 |
Defined Benefit Plan, Expected Return on Plan Assets | (1) | (7) | (9) | (9) |
Amortization of prior service cost | 0 | (3) | ||
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments | ||||
Amortization of Actuarial Losses | 0 | 0 | 0 | 0 |
Pension and Other Postretirement Benefit Expense | 6 | 7 | 21 | (2) |
US Pension Plan of US Entity, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Service Cost | 6 | 9 | ||
Defined Benefit Plan, Interest Cost | 9 | 9 | ||
Amortization of prior service cost | 0 | 0 | ||
Foreign Pension Plan, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Service Cost | 1 | 6 | 10 | 10 |
Defined Benefit Plan, Interest Cost | 1 | 4 | 3 | 3 |
Defined Benefit Plan, Expected Return on Plan Assets | 0 | (1) | (1) | (1) |
Defined Benefit Plan, Actuarial Gain (Loss) | 11 | 0 | 18 | (1) |
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments | 0 | 0 | 0 | 0 |
Amortization of Actuarial Losses | 0 | 1 | 0 | 0 |
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | $ 0 | $ 0 | $ 0 | $ 0 |
Pension Plans and Other Postr64
Pension Plans and Other Postretirement Benefits Net Periodic Non Pension Plan Expense - Level 4 (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | $ 1 | $ 4 | $ 0 | ||
United States Postretirement Benefit Plan of US Entity, Defined Benefit [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Service Cost | 2 | 0 | 1 | 2 | $ 2 |
Defined Benefit Plan, Interest Cost | 4 | 1 | 2 | 4 | 3 |
Defined Benefit Plan, Actuarial Gain (Loss) | (1) | (4) | |||
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | $ 0 | $ 0 | (3) | $ 0 | |
Foreign Postretirement Benefit Plan, Defined Benefit [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Service Cost | 0 | 0 | |||
Defined Benefit Plan, Interest Cost | 0 | 0 | |||
Defined Benefit Plan, Actuarial Gain (Loss) | $ 1 | $ 0 |
Pension Plans and Other Postr65
Pension Plans and Other Postretirement Benefits Amounts Recognized in Other Comprehensive Income - Level 4 (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | $ 1 | $ 4 | $ 0 | ||
Defined Benefit Plan, Amortization of Gains (Losses) | 0 | 0 | 0 | ||
Other Comprehensive Income (Loss), Net of Tax | (28) | (202) | 16 | $ (64) | |
United States Postretirement Benefit Plan of US Entity, Defined Benefit [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | $ 0 | $ 0 | $ (3) | $ 0 |
Pension Plans and Other Postr66
Pension Plans and Other Postretirement Benefits Actuarial Assumptions - Level 4 (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Effect of One Percentage Point Increase on Service and Interest Cost Components | $ 1 | ||||
Foreign Pension Plan, Defined Benefit [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 2.60% | 2.80% | 2.20% | 1.90% | |
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 1.50% | 1.90% | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase | 2.90% | 2.90% | |||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase | 2.90% | 2.60% | 3.10% | 2.90% | |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets | 2.10% | 2.30% | 2.40% | 1.90% | |
United States Pension Plan of US Entity, Defined Benefit [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 4.40% | 5.10% | 4.50% | 4.20% | |
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 4.20% | 4.50% | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase | 3.00% | 3.30% | |||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase | 3.50% | 3.50% | 3.30% | 3.30% | |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets | 7.50% | 7.50% | 7.50% | 7.50% | |
Foreign Postretirement Benefit Plan, Defined Benefit [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 12.00% | 12.20% | 12.60% | 11.30% | |
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 11.20% | 12.60% | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase | 0.00% | 0.00% | |||
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year | 11.10% | 11.30% | |||
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate | 7.00% | 7.10% | |||
Defined Benefit Plan, Year that Rate Reaches Ultimate Trend Rate | 2,024 | ||||
United States Postretirement Benefit Plan of US Entity, Defined Benefit [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 4.20% | 4.80% | 4.40% | 4.10% | |
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 4.10% | 4.40% | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase | 0.00% | 0.00% | |||
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year | 6.80% | 6.80% | |||
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate | 4.50% | 4.50% | |||
Defined Benefit Plan, Year that Rate Reaches Ultimate Trend Rate | 2,023 | 2,023 |
Pension Plans and Other Postr67
Pension Plans and Other Postretirement Benefits Pension and Non Pension Plan Assets - Level 4 (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
United States Pension Plan of US Entity, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Large Cap Equity Funds | $ 30 | $ 33 | |
Defined Benefit Plan, Actual Plan Asset Allocations | 100.00% | 100.00% | |
Defined Benefit Plan, Target Plan Asset Allocations | 100.00% | ||
Small mid Cap Equity Funds | $ 10 | $ 4 | |
Other International Equity | 24 | 21 | |
Debt Securities Fixed Income | 58 | 56 | |
Pension Benefits Fair Value of Plan Assets | 122 | 114 | $ 116 |
United States Pension Plan of US Entity, Defined Benefit [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Large Cap Equity Funds | 0 | 0 | |
Small mid Cap Equity Funds | 0 | 0 | |
Other International Equity | 0 | 0 | |
Debt Securities Fixed Income | 0 | 0 | |
Pension Benefits Fair Value of Plan Assets | 0 | 0 | |
United States Pension Plan of US Entity, Defined Benefit [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Large Cap Equity Funds | 30 | 33 | |
Small mid Cap Equity Funds | 10 | 4 | |
Other International Equity | 24 | 21 | |
Debt Securities Fixed Income | 58 | 56 | |
Pension Benefits Fair Value of Plan Assets | 122 | 114 | |
United States Pension Plan of US Entity, Defined Benefit [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Large Cap Equity Funds | 0 | 0 | |
Small mid Cap Equity Funds | 0 | 0 | |
Other International Equity | 0 | 0 | |
Debt Securities Fixed Income | 0 | 0 | |
Pension Benefits Fair Value of Plan Assets | $ 0 | $ 0 | |
United States Pension Plan of US Entity, Defined Benefit [Member] | Equity Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Actual Plan Asset Allocations | 53.00% | 52.00% | |
Defined Benefit Plan, Target Plan Asset Allocations | 59.00% | ||
United States Pension Plan of US Entity, Defined Benefit [Member] | Debt Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Actual Plan Asset Allocations | 47.00% | 48.00% | |
Defined Benefit Plan, Target Plan Asset Allocations | 41.00% | ||
United States Pension Plan of US Entity, Defined Benefit [Member] | Other Investments [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Actual Plan Asset Allocations | 0.00% | 0.00% | |
Defined Benefit Plan, Target Plan Asset Allocations | 0.00% | ||
Foreign Pension Plan, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Actual Plan Asset Allocations | 100.00% | 100.00% | |
Defined Benefit Plan, Target Plan Asset Allocations | 100.00% | ||
Other International Equity | $ 15 | $ 15 | |
Debt Securities Fixed Income | 14 | 14 | |
Cash, Money Market and Other | 1 | 1 | |
Pension Benefits Fair Value of Plan Assets | 35 | 34 | $ 32 |
Pooled Insurance Products with Fixed Income Guarantee | 5 | 4 | |
Foreign Pension Plan, Defined Benefit [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other International Equity | 0 | 0 | |
Debt Securities Fixed Income | 0 | 0 | |
Cash, Money Market and Other | 0 | 0 | |
Pension Benefits Fair Value of Plan Assets | 0 | 0 | |
Pooled Insurance Products with Fixed Income Guarantee | 0 | 0 | |
Foreign Pension Plan, Defined Benefit [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other International Equity | 15 | 15 | |
Debt Securities Fixed Income | 14 | 14 | |
Cash, Money Market and Other | 1 | 1 | |
Pension Benefits Fair Value of Plan Assets | 35 | 34 | |
Pooled Insurance Products with Fixed Income Guarantee | 5 | 4 | |
Foreign Pension Plan, Defined Benefit [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other International Equity | 0 | 0 | |
Debt Securities Fixed Income | 0 | 0 | |
Cash, Money Market and Other | 0 | 0 | |
Pension Benefits Fair Value of Plan Assets | 0 | 0 | |
Pooled Insurance Products with Fixed Income Guarantee | $ 0 | $ 0 | |
Foreign Pension Plan, Defined Benefit [Member] | Equity Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Actual Plan Asset Allocations | 25.00% | 27.00% | |
Defined Benefit Plan, Target Plan Asset Allocations | 22.00% | ||
Foreign Pension Plan, Defined Benefit [Member] | Debt Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Actual Plan Asset Allocations | 20.00% | 20.00% | |
Defined Benefit Plan, Target Plan Asset Allocations | 19.00% | ||
Foreign Pension Plan, Defined Benefit [Member] | Other Investments [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Actual Plan Asset Allocations | 55.00% | 53.00% | |
Defined Benefit Plan, Target Plan Asset Allocations | 59.00% |
Pension Plans and Other Postr68
Pension Plans and Other Postretirement Benefits Plan Contributions and Benefit Payments - Level 4 (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plans, Estimated Future Employer Contributions in Next Fiscal Year | $ 21 | |
US Pension Plan of US Entity, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | $ 5 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Two | 6 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Three | 7 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Four | 8 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Five | 10 | |
Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter | 66 | |
Foreign Pension Plan, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | 4 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Two | 5 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Three | 5 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Four | 6 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Five | 6 | |
Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter | 35 | |
United States Postretirement Benefit Plan of US Entity, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | 3 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Two | 3 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Three | 3 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Four | 3 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Five | 3 | |
Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter | 15 | |
Foreign Postretirement Benefit Plan, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | 0 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Two | 0 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Three | 0 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Four | 0 | |
Defined Benefit Plan, Expected Future Benefit Payments, Year Five | 0 | |
Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter | $ 0 |
Operating Segments Operating Se
Operating Segments Operating Segments Level 4 (Details) - Revenue by Segment (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Net sales | [1] | $ 465 | $ 2,011 | $ 2,233 | $ 2,289 |
Capital expenditures | 24 | 62 | 123 | 111 | |
Long-Lived Assets | 1,609 | 1,674 | |||
Silicones [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [1] | 431 | 1,866 | 2,061 | 2,112 |
Capital expenditures | 20 | 52 | 109 | 96 | |
Quartz [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [1] | 34 | 145 | 172 | 177 |
Capital expenditures | 4 | 10 | 14 | 15 | |
UNITED STATES | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 187 | 617 | 741 | 771 | |
Long-Lived Assets | 765 | 777 | |||
GERMANY | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 105 | 629 | 620 | 636 | |
Long-Lived Assets | 203 | 232 | |||
CHINA | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 37 | 174 | 208 | 302 | |
Long-Lived Assets | 157 | 178 | |||
JAPAN | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 67 | 254 | 273 | 184 | |
Long-Lived Assets | 322 | 321 | |||
EUROPE [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 69 | $ 337 | 391 | 396 | |
Long-Lived Assets | $ 162 | $ 166 | |||
[1] | sales are not significant and, as such, are eliminated within the selling segment. |
Operating Segments Operating 70
Operating Segments Operating Segments Level 4 (Details) - EBITDA by Segment (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Other Depreciation and Amortization | $ (22) | $ (147) | $ (185) | $ 153 |
Segment EBITDA | 46 | 192 | 240 | 195 |
Silicones [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Other Depreciation and Amortization | 18 | 127 | 156 | 127 |
Segment EBITDA | 44 | 213 | 257 | 201 |
Quartz [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Other Depreciation and Amortization | 4 | 20 | 29 | 26 |
Segment EBITDA | 6 | 17 | 20 | 27 |
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | (4) | (38) | (37) | (33) |
Parent Company [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | $ 46 | $ 192 | 238 | 194 |
Parent Company [Member] | Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | $ (39) | $ (34) |
Operating Segments Operating 71
Operating Segments Operating Segments Level 4 (Details) - Reconciliation of Segment EBITDA to Net Income (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Current Fiscal Year End Date | --12-31 | --12-31 | |||
Income (Loss) from Equity Method Investments | $ 0 | $ 3 | $ 1 | $ 2 | |
Assets | [1] | 2,606 | 2,663 | ||
Segment EBITDA | 46 | 192 | 240 | 195 | |
Non-cash charges | 46 | 114 | 26 | 15 | |
Unrealized losses from pension liability | (15) | 0 | (33) | (16) | |
Restructuring and other costs - including management fees | 5 | 20 | 70 | 32 | |
Reorganization Items | (3) | (1,972) | 2 | 8 | |
Total adjustments | 69 | (1,838) | 131 | 39 | |
Interest expense, net | 15 | 162 | 76 | 79 | |
Income Tax Expense (Benefit) | 0 | 36 | 18 | 13 | |
Other Depreciation and Amortization | (22) | (147) | (185) | 153 | |
Loss on extinguishment and exchange of debt | 0 | 0 | (9) | (7) | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (60) | 1,685 | (163) | (83) | |
Silicones [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | [1] | 2,324 | 2,364 | ||
Segment EBITDA | 44 | 213 | 257 | 201 | |
Other Depreciation and Amortization | 18 | 127 | 156 | 127 | |
Quartz [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | [1] | 273 | 290 | ||
Segment EBITDA | 6 | 17 | 20 | 27 | |
Other Depreciation and Amortization | 4 | 20 | 29 | 26 | |
Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | [1] | 9 | 9 | ||
Segment EBITDA | (4) | (38) | (37) | (33) | |
Parent Company [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 2,606 | 2,663 | |||
Segment EBITDA | $ 46 | $ 192 | 238 | 194 | |
Unrealized losses from pension liability | (13) | ||||
Parent Company [Member] | Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment EBITDA | (39) | $ (34) | |||
Parent [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income Tax Expense (Benefit) | 18 | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (161) | ||||
[1] | Deferred income tax assets are included within Corporate as reconciling amounts to the Company's total assets as presented on the Consolidated Balance Sheets. |
Changes in Accumulated Other 72
Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | $ 1 | $ 4 | $ 0 | |
Defined Benefit Plan, Amortization of Gains (Losses) | 0 | 0 | 0 | |
Changes in Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning balance | (92) | (28) | ||
Other comprehensive income before reclassifications, net of tax | 19 | (64) | ||
Amounts reclassified from Accumulated other comprehensive loss, net of tax | 3 | 0 | ||
Ending balance | (28) | (76) | (92) | |
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Tax | 0 | (1) | 0 | |
Other Comprehensive Income (Loss), Net of Tax | (28) | (202) | 16 | (64) |
Pension Plan, Defined Benefit [Member] | ||||
Changes in Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning balance | 0 | 1 | ||
Other comprehensive income before reclassifications, net of tax | 20 | (1) | ||
Amounts reclassified from Accumulated other comprehensive loss, net of tax | (1) | 0 | 3 | 0 |
Net Other Comprehensive Income | 1 | 71 | 17 | (1) |
Ending balance | 1 | 17 | 0 | |
Foreign Currency Translation Gains Losses [Member] | ||||
Changes in Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning balance | (92) | (29) | ||
Other comprehensive income before reclassifications, net of tax | (1) | (63) | ||
Amounts reclassified from Accumulated other comprehensive loss, net of tax | 0 | |||
Net Other Comprehensive Income | 29 | (31) | 63 | |
Ending balance | (29) | (93) | (92) | |
MPM Inc [Member] | ||||
Changes in Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning balance | (92) | |||
Ending balance | (76) | (92) | ||
Other Comprehensive Income (Loss), Net of Tax | (28) | (40) | 16 | (64) |
Accumulated Other Comprehensive Income (Loss) | ||||
Changes in Accumulated Other Comprehensive Income [Roll Forward] | ||||
Other Comprehensive Income (Loss), Net of Tax | (28) | (40) | (64) | |
Accumulated Other Comprehensive Income (Loss) | MPM Inc [Member] | ||||
Changes in Accumulated Other Comprehensive Income [Roll Forward] | ||||
Other Comprehensive Income (Loss), Net of Tax | $ (28) | $ (40) | $ 16 | $ (64) |
Loss per Share Level 4 (Details
Loss per Share Level 4 (Details) - $ / shares | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss per Share [Abstract] | ||||
Weighted Average Number of Shares Outstanding, Basic | 47,989,000 | 100 | 48,050,048 | 48,015,685 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 0 | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 47,989,000 | 100 | 48,050,048 | 48,015,685 |
Earnings Per Share, Basic | $ (1) | $ 16,850,000 | $ (3.39) | $ (1.73) |
Earnings Per Share, Diluted | $ (1) | $ 16,850,000 | $ (3.39) | $ (1.73) |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 181,869 |
GuarantorNon-Guarantor Subsid74
GuarantorNon-Guarantor Subsidiary Financial Informa Guarantor Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 25, 2014 | Oct. 24, 2014 | Dec. 31, 2013 | |
Current assets: | |||||||
Cash and cash equivalents | $ 228 | ||||||
Accounts receivable | 280 | ||||||
Due from Affiliates | 0 | ||||||
Inventory, Raw Materials, Net of Reserves | 119 | ||||||
Finished Goods | 271 | ||||||
Other current assets | 50 | ||||||
Assets, Current | 948 | ||||||
Property and equipment, net | 1,075 | ||||||
Other Assets, Noncurrent | 20 | ||||||
Deferred income taxes | 9 | ||||||
Investment in affiliates | 20 | ||||||
Intercompany borrowing | 0 | ||||||
Intangible assets, net | 323 | $ 356 | |||||
Goodwill | 211 | 211 | $ 218 | ||||
Assets | [1] | 2,606 | 2,663 | ||||
Current liabilities: | |||||||
Trade payables | 238 | ||||||
Due to affiliates | 0 | ||||||
Current installments of long-term debt | (36) | (36) | |||||
Accrued interest | 11 | ||||||
Accrued income taxes | 8 | ||||||
Accrued Salaries, Current | 61 | ||||||
Accrued expenses and other liabilities | 122 | ||||||
Liabilities, Current | 476 | ||||||
Long-term debt | (1,167) | (1,169) | |||||
Other liabilities | 72 | ||||||
Pension liabilities | 341 | ||||||
Due To Intercompany Borrowing, Noncurrent | 0 | ||||||
Deferred income taxes | 66 | ||||||
Accumulated losses of unconsolidated subsidiaries in excess of investment | 0 | ||||||
Liabilities | 2,122 | ||||||
Equity (deficit): | |||||||
Accumulated other comprehensive income | (76) | (92) | (28) | ||||
Total deficit | 484 | ||||||
Total liabilities and deficit | 2,606 | ||||||
Total Momentive Performance Material's deficit | 482 | $ 626 | $ 769 | $ 857 | $ 0 | $ (1,480) | |
Parent [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 39 | ||||||
Accounts receivable | 0 | ||||||
Due from Affiliates | 0 | ||||||
Inventory, Raw Materials, Net of Reserves | 0 | ||||||
Finished Goods | 0 | ||||||
Other current assets | 0 | ||||||
Assets, Current | 39 | ||||||
Property and equipment, net | 0 | ||||||
Other Assets, Noncurrent | 0 | ||||||
Deferred income taxes | 0 | ||||||
Investment in affiliates | 1,556 | ||||||
Intercompany borrowing | 264 | ||||||
Intangible assets, net | 0 | ||||||
Goodwill | 0 | ||||||
Assets | 1,859 | ||||||
Current liabilities: | |||||||
Trade payables | 0 | ||||||
Due to affiliates | 0 | ||||||
Current installments of long-term debt | 0 | ||||||
Accrued interest | 11 | ||||||
Accrued income taxes | 0 | ||||||
Accrued Salaries, Current | 0 | ||||||
Accrued expenses and other liabilities | 0 | ||||||
Liabilities, Current | 11 | ||||||
Long-term debt | (1,167) | ||||||
Other liabilities | 0 | ||||||
Pension liabilities | 0 | ||||||
Due To Intercompany Borrowing, Noncurrent | 197 | ||||||
Deferred income taxes | 0 | ||||||
Accumulated losses of unconsolidated subsidiaries in excess of investment | 0 | ||||||
Liabilities | 1,375 | ||||||
Equity (deficit): | |||||||
Total deficit | 484 | ||||||
Total liabilities and deficit | 1,859 | ||||||
Guarantor Subsidiaries [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 1 | ||||||
Accounts receivable | 77 | ||||||
Due from Affiliates | 86 | ||||||
Inventory, Raw Materials, Net of Reserves | 71 | ||||||
Finished Goods | 118 | ||||||
Other current assets | 16 | ||||||
Assets, Current | 369 | ||||||
Property and equipment, net | 526 | ||||||
Other Assets, Noncurrent | 1 | ||||||
Deferred income taxes | 0 | ||||||
Investment in affiliates | 257 | ||||||
Intercompany borrowing | 927 | ||||||
Intangible assets, net | 136 | ||||||
Goodwill | 105 | ||||||
Assets | 2,321 | ||||||
Current liabilities: | |||||||
Trade payables | 64 | ||||||
Due to affiliates | 41 | ||||||
Current installments of long-term debt | 0 | ||||||
Accrued interest | 0 | ||||||
Accrued income taxes | 0 | ||||||
Accrued Salaries, Current | 35 | ||||||
Accrued expenses and other liabilities | 41 | ||||||
Liabilities, Current | 181 | ||||||
Long-term debt | 0 | ||||||
Other liabilities | 15 | ||||||
Pension liabilities | 168 | ||||||
Due To Intercompany Borrowing, Noncurrent | 401 | ||||||
Deferred income taxes | 0 | ||||||
Accumulated losses of unconsolidated subsidiaries in excess of investment | 0 | ||||||
Liabilities | 765 | ||||||
Equity (deficit): | |||||||
Total deficit | 1,556 | ||||||
Total liabilities and deficit | 2,321 | ||||||
Non-guarantor subsidiaries [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 188 | ||||||
Accounts receivable | 203 | ||||||
Due from Affiliates | 41 | ||||||
Inventory, Raw Materials, Net of Reserves | 48 | ||||||
Finished Goods | 153 | ||||||
Other current assets | 34 | ||||||
Assets, Current | 667 | ||||||
Property and equipment, net | 549 | ||||||
Other Assets, Noncurrent | 19 | ||||||
Deferred income taxes | 9 | ||||||
Investment in affiliates | 20 | ||||||
Intercompany borrowing | 51 | ||||||
Intangible assets, net | 187 | ||||||
Goodwill | 106 | ||||||
Assets | 1,608 | ||||||
Current liabilities: | |||||||
Trade payables | 174 | ||||||
Due to affiliates | 86 | ||||||
Current installments of long-term debt | (36) | ||||||
Accrued interest | 0 | ||||||
Accrued income taxes | 8 | ||||||
Accrued Salaries, Current | 26 | ||||||
Accrued expenses and other liabilities | 81 | ||||||
Liabilities, Current | 411 | ||||||
Long-term debt | 0 | ||||||
Other liabilities | 57 | ||||||
Pension liabilities | 173 | ||||||
Due To Intercompany Borrowing, Noncurrent | 644 | ||||||
Deferred income taxes | 66 | ||||||
Accumulated losses of unconsolidated subsidiaries in excess of investment | 0 | ||||||
Liabilities | 1,351 | ||||||
Equity (deficit): | |||||||
Total deficit | 257 | ||||||
Total liabilities and deficit | 1,608 | ||||||
Consolidation, Eliminations [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 0 | ||||||
Accounts receivable | 0 | ||||||
Due from Affiliates | (127) | ||||||
Inventory, Raw Materials, Net of Reserves | 0 | ||||||
Finished Goods | 0 | ||||||
Assets, Current | (127) | ||||||
Property and equipment, net | 0 | ||||||
Other Assets, Noncurrent | 0 | ||||||
Deferred income taxes | 0 | ||||||
Investment in affiliates | (1,813) | ||||||
Intercompany borrowing | (1,242) | ||||||
Intangible assets, net | 0 | ||||||
Goodwill | 0 | ||||||
Assets | (3,182) | ||||||
Current liabilities: | |||||||
Trade payables | 0 | ||||||
Due to affiliates | (127) | ||||||
Current installments of long-term debt | 0 | ||||||
Accrued interest | 0 | ||||||
Accrued income taxes | 0 | ||||||
Accrued Salaries, Current | 0 | ||||||
Accrued expenses and other liabilities | 0 | ||||||
Liabilities, Current | (127) | ||||||
Long-term debt | 0 | ||||||
Other liabilities | 0 | ||||||
Pension liabilities | 0 | ||||||
Due To Intercompany Borrowing, Noncurrent | (1,242) | ||||||
Deferred income taxes | 0 | ||||||
Accumulated losses of unconsolidated subsidiaries in excess of investment | 0 | ||||||
Liabilities | (1,369) | ||||||
Equity (deficit): | |||||||
Total deficit | (1,813) | ||||||
Total liabilities and deficit | $ (3,182) | ||||||
[1] | Deferred income tax assets are included within Corporate as reconciling amounts to the Company's total assets as presented on the Consolidated Balance Sheets. |
GuarantorNon-Guarantor Subsid75
GuarantorNon-Guarantor Subsidiary Financial Informa Guarantor Statement of Operations (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Condensed Financial Statements, Captions [Line Items] | |||||
Net sales | [1] | $ 465 | $ 2,011 | $ 2,233 | $ 2,289 |
Cost of Goods Sold | 402 | 1,845 | 1,894 | ||
Costs and expenses: | |||||
Gross Profit | 63 | 388 | 395 | ||
Cost of sales, excluding depreciation | 1,439 | ||||
Selling, general and administrative expenses | 80 | 434 | 347 | 285 | |
Depreciation and amortization expenses | 22 | 147 | 185 | (153) | |
Depreciation, Amortization and Accretion, Net | 147 | ||||
Research and development expenses | 13 | 63 | 64 | 65 | |
Restructuring Charges | 5 | 20 | 42 | 32 | |
Other Operating Income | 1 | 0 | 19 | 2 | |
Operating (loss) income | (34) | (92) | (84) | 11 | |
Other income (expense): | |||||
Interest Expense | 76 | ||||
Gains (Losses) on Extinguishment of Debt | 0 | 0 | (9) | (7) | |
Other income, net | 8 | 0 | (7) | 3 | |
Reorganization Items | (3) | (1,972) | 2 | 8 | |
(Loss) income before income taxes and losses from unconsolidated entities | (60) | 1,718 | (146) | (72) | |
Income Tax Expense (Benefit) | 0 | 36 | 18 | 13 | |
Loss before earnings from unconsolidated entities | (60) | 1,682 | (164) | (85) | |
Losses from unconsolidated entities | 0 | (3) | (1) | (2) | |
Net loss | (60) | 1,685 | (163) | (83) | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (88) | 1,483 | (145) | (146) | |
Gains (loss) on extinguishment and exchange of debt | $ 0 | $ 0 | 9 | $ 7 | |
Parent [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net sales | 0 | ||||
Cost of Goods Sold | 0 | ||||
Costs and expenses: | |||||
Gross Profit | 0 | ||||
Selling, general and administrative expenses | 1 | ||||
Research and development expenses | 0 | ||||
Restructuring Charges | 0 | ||||
Other Operating Income | 0 | ||||
Operating (loss) income | (1) | ||||
Other income (expense): | |||||
Interest Expense | 72 | ||||
Gains (Losses) on Extinguishment of Debt | (9) | ||||
Other income, net | (8) | ||||
Reorganization Items | 0 | ||||
(Loss) income before income taxes and losses from unconsolidated entities | (56) | ||||
Income Tax Expense (Benefit) | 0 | ||||
Loss before earnings from unconsolidated entities | (56) | ||||
Losses from unconsolidated entities | 105 | ||||
Net loss | (161) | ||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (145) | ||||
Guarantor Subsidiaries [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net sales | 1,047 | ||||
Cost of Goods Sold | 913 | ||||
Costs and expenses: | |||||
Gross Profit | 134 | ||||
Selling, general and administrative expenses | 183 | ||||
Research and development expenses | 39 | ||||
Restructuring Charges | 10 | ||||
Other Operating Income | 3 | ||||
Operating (loss) income | (101) | ||||
Other income (expense): | |||||
Interest Expense | (44) | ||||
Gains (Losses) on Extinguishment of Debt | 0 | ||||
Other income, net | 1 | ||||
Reorganization Items | 2 | ||||
(Loss) income before income taxes and losses from unconsolidated entities | (60) | ||||
Income Tax Expense (Benefit) | (10) | ||||
Loss before earnings from unconsolidated entities | (50) | ||||
Losses from unconsolidated entities | 55 | ||||
Net loss | (105) | ||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (88) | ||||
Non-guarantor subsidiaries [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net sales | 1,775 | ||||
Cost of Goods Sold | 1,521 | ||||
Costs and expenses: | |||||
Gross Profit | 254 | ||||
Selling, general and administrative expenses | 161 | ||||
Research and development expenses | 25 | ||||
Restructuring Charges | 32 | ||||
Other Operating Income | 16 | ||||
Operating (loss) income | 20 | ||||
Other income (expense): | |||||
Interest Expense | 48 | ||||
Gains (Losses) on Extinguishment of Debt | 0 | ||||
Other income, net | 0 | ||||
Reorganization Items | 0 | ||||
(Loss) income before income taxes and losses from unconsolidated entities | (28) | ||||
Income Tax Expense (Benefit) | 28 | ||||
Loss before earnings from unconsolidated entities | (56) | ||||
Losses from unconsolidated entities | (1) | ||||
Net loss | (55) | ||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (49) | ||||
Consolidation, Eliminations [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net sales | (589) | ||||
Cost of Goods Sold | (589) | ||||
Costs and expenses: | |||||
Gross Profit | 0 | ||||
Selling, general and administrative expenses | 0 | ||||
Research and development expenses | 0 | ||||
Restructuring Charges | 0 | ||||
Other Operating Income | 0 | ||||
Operating (loss) income | 0 | ||||
Other income (expense): | |||||
Interest Expense | 0 | ||||
Gains (Losses) on Extinguishment of Debt | 0 | ||||
Other income, net | 0 | ||||
Reorganization Items | 0 | ||||
(Loss) income before income taxes and losses from unconsolidated entities | 0 | ||||
Income Tax Expense (Benefit) | 0 | ||||
Loss before earnings from unconsolidated entities | 0 | ||||
Losses from unconsolidated entities | (160) | ||||
Net loss | 160 | ||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 137 | ||||
[1] | sales are not significant and, as such, are eliminated within the selling segment. |
GuarantorNon-Guarantor Subsid76
GuarantorNon-Guarantor Subsidiary Financial Informa Guarantor Statement of Cash Flows (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Condensed Financial Statements, Captions [Line Items] | |||||
Net cash (used in) provided by operating activities | $ (3) | $ (207) | $ 142 | $ 128 | |
Cash flows from investing activities: [Abstract] | |||||
Capital expenditures | (17) | (78) | (115) | (114) | |
Interest Paid, Capitalized | 0 | (1) | (2) | 1 | |
Proceeds from Divestiture of Businesses | 0 | 12 | 0 | ||
Variable Interest Entity, Initial Consolidation, Gain (Loss) | 0 | (50) | 0 | ||
Increase (Decrease) in Restricted Cash | 0 | 0 | 0 | ||
Purchases of intangible assets | 0 | (2) | (2) | 3 | |
Proceeds from Sale of Property, Plant, and Equipment | 0 | 1 | 1 | 2 | |
Proceeds from return of capital | 0 | ||||
Net cash used in investing activities | (17) | (18) | (118) | (116) | |
Cash flows from financing activities: [Abstract] | |||||
Proceeds from (Repayments of) Short-term Debt | (1) | (6) | 0 | (1) | |
Proceeds from Issuance of Long-term Debt | 0 | 180 | 0 | ||
Repayments of Long-term Debt | 0 | (315) | (16) | 10 | |
Proceeds from (Repayments of) Related Party Debt | 0 | (50) | 0 | ||
Proceeds from Other Equity | 0 | 600 | 0 | 1 | |
DIP Facility Fees | 0 | (19) | 0 | ||
Proceeds from Contributions from Affiliates | 0 | ||||
Payment of Financing and Stock Issuance Costs | 0 | ||||
Intercompany dividends | (1) | ||||
Return of capital | 0 | ||||
Net Cash Provided by (Used in) Financing Activities | (1) | 390 | (16) | (10) | |
Decrease in cash and cash equivalents | (21) | 165 | 9 | 2 | |
Effect of exchange rate changes on cash | (4) | (6) | (2) | (8) | |
Cash | $ 223 | $ 248 | 224 | 217 | $ 89 |
Parent [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net cash (used in) provided by operating activities | 63 | ||||
Cash flows from investing activities: [Abstract] | |||||
Capital expenditures | 0 | ||||
Interest Paid, Capitalized | 0 | ||||
Purchases of intangible assets | 0 | ||||
Proceeds from Sale of Property, Plant, and Equipment | 0 | ||||
Proceeds from return of capital | 0 | ||||
Net cash used in investing activities | 0 | ||||
Cash flows from financing activities: [Abstract] | |||||
Proceeds from (Repayments of) Short-term Debt | (3) | ||||
Repayments of Long-term Debt | (16) | ||||
Proceeds from Contributions from Affiliates | (61) | ||||
Payment of Financing and Stock Issuance Costs | 0 | ||||
Intercompany dividends | (1) | ||||
Return of capital | 0 | ||||
Net Cash Provided by (Used in) Financing Activities | (81) | ||||
Decrease in cash and cash equivalents | (18) | ||||
Effect of exchange rate changes on cash | 0 | ||||
Cash | 39 | 57 | |||
Guarantor Subsidiaries [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net cash (used in) provided by operating activities | 61 | ||||
Cash flows from investing activities: [Abstract] | |||||
Capital expenditures | (56) | ||||
Interest Paid, Capitalized | 0 | ||||
Purchases of intangible assets | (2) | ||||
Proceeds from Sale of Property, Plant, and Equipment | 1 | ||||
Proceeds from return of capital | 60 | ||||
Net cash used in investing activities | 3 | ||||
Cash flows from financing activities: [Abstract] | |||||
Proceeds from (Repayments of) Short-term Debt | 0 | ||||
Repayments of Long-term Debt | 0 | ||||
Proceeds from Contributions from Affiliates | (1) | ||||
Payment of Financing and Stock Issuance Costs | (64) | ||||
Intercompany dividends | 0 | ||||
Return of capital | 0 | ||||
Net Cash Provided by (Used in) Financing Activities | (65) | ||||
Decrease in cash and cash equivalents | (1) | ||||
Effect of exchange rate changes on cash | 0 | ||||
Cash | 1 | 2 | |||
Non-guarantor subsidiaries [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net cash (used in) provided by operating activities | 112 | ||||
Cash flows from investing activities: [Abstract] | |||||
Capital expenditures | (59) | ||||
Interest Paid, Capitalized | (2) | ||||
Purchases of intangible assets | 0 | ||||
Proceeds from Sale of Property, Plant, and Equipment | 0 | ||||
Proceeds from return of capital | 0 | ||||
Net cash used in investing activities | (61) | ||||
Cash flows from financing activities: [Abstract] | |||||
Proceeds from (Repayments of) Short-term Debt | 3 | ||||
Repayments of Long-term Debt | 0 | ||||
Proceeds from Contributions from Affiliates | 62 | ||||
Payment of Financing and Stock Issuance Costs | (28) | ||||
Intercompany dividends | 0 | ||||
Return of capital | (60) | ||||
Net Cash Provided by (Used in) Financing Activities | (23) | ||||
Decrease in cash and cash equivalents | 28 | ||||
Effect of exchange rate changes on cash | (2) | ||||
Cash | 184 | 158 | |||
Consolidation, Eliminations [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net cash (used in) provided by operating activities | (92) | ||||
Cash flows from investing activities: [Abstract] | |||||
Capital expenditures | 0 | ||||
Interest Paid, Capitalized | 0 | ||||
Purchases of intangible assets | 0 | ||||
Proceeds from Sale of Property, Plant, and Equipment | 0 | ||||
Proceeds from return of capital | (60) | ||||
Net cash used in investing activities | (60) | ||||
Cash flows from financing activities: [Abstract] | |||||
Proceeds from (Repayments of) Short-term Debt | 0 | ||||
Repayments of Long-term Debt | 0 | ||||
Proceeds from Contributions from Affiliates | 0 | ||||
Payment of Financing and Stock Issuance Costs | 92 | ||||
Intercompany dividends | 0 | ||||
Return of capital | 60 | ||||
Net Cash Provided by (Used in) Financing Activities | 152 | ||||
Decrease in cash and cash equivalents | 0 | ||||
Effect of exchange rate changes on cash | 0 | ||||
Cash | $ 0 | $ 0 |
Schedule I (Details)
Schedule I (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 25, 2014 | Dec. 31, 2013 | ||
Net Cash Provided by (Used in) Operating Activities | $ (3) | $ (207) | $ 142 | $ 128 | |||
Revenue, Net | [1] | 465 | 2,011 | 2,233 | 2,289 | ||
Cash and Cash Equivalents, at Carrying Value | 228 | ||||||
Other Assets, Current | 50 | ||||||
Assets, Current | 948 | ||||||
Assets | [2] | 2,606 | 2,663 | ||||
Accounts Payable, Current | 238 | ||||||
Long-term Debt, Current Maturities | 36 | 36 | |||||
Liabilities, Current | 476 | ||||||
Other Liabilities, Noncurrent | 72 | ||||||
Liabilities | 2,122 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 769 | 0 | 482 | 626 | $ 857 | $ (1,480) | |
Liabilities and Equity | 2,606 | ||||||
Cost of Goods Sold | 402 | 1,845 | 1,894 | ||||
Gross Profit | 63 | 388 | 395 | ||||
Selling, General and Administrative Expense | 80 | 434 | 347 | 285 | |||
Restructuring Charges | 5 | 20 | 42 | 32 | |||
Operating Income (Loss) | (34) | (92) | (84) | 11 | |||
Interest Income (Expense), Net | 15 | 162 | 76 | 79 | |||
Nonoperating Income (Expense) | (8) | 0 | 7 | (3) | |||
Gains Losses On Extinguishment And Exchange Of Debt | 0 | 0 | (9) | (7) | |||
Reorganization Items | (3) | (1,972) | 2 | 8 | |||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | (60) | 1,718 | (146) | (72) | |||
Income Tax Expense (Benefit) | 0 | 36 | 18 | 13 | |||
Income (Loss) from Operations before Extraordinary Items | (60) | 1,682 | (164) | (85) | |||
Income (Loss) from Equity Method Investments | (60) | 1,685 | (163) | (83) | |||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (88) | 1,483 | (145) | (146) | |||
Net Cash Provided by (Used in) Investing Activities | (17) | (18) | (118) | (116) | |||
Proceeds from (Repayments of) Short-term Debt | (1) | (6) | 0 | (1) | |||
Proceeds from Issuance of Long-term Debt | 0 | 180 | 0 | ||||
Repayments of Long-term Debt | 0 | 315 | 16 | (10) | |||
Proceeds from Other Equity | 0 | 600 | 0 | 1 | |||
DIP Facility Fees | 0 | (19) | 0 | ||||
Proceeds from (Repayments of) Related Party Debt | 0 | (50) | 0 | ||||
Net Cash Provided by (Used in) Financing Activities | (1) | 390 | (16) | (10) | |||
Cash and Cash Equivalents, Period Increase (Decrease) | (21) | 165 | 9 | 2 | |||
Cash | 223 | 248 | 224 | 217 | 89 | ||
Parent [Member] | |||||||
Net Cash Provided by (Used in) Operating Activities | 0 | (258) | (1) | (1) | |||
Revenue, Net | 0 | 0 | 0 | 0 | |||
Equity Method Investments | 484 | 626 | |||||
Assets | 484 | 626 | |||||
Other Liabilities, Current | 1 | 0 | |||||
Liabilities, Current | 1 | 0 | |||||
Other Liabilities, Noncurrent | 1 | 0 | |||||
Liabilities | 2 | 0 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 482 | 626 | |||||
Liabilities and Equity | 484 | 626 | |||||
Cost of Goods Sold | 0 | 0 | 0 | 0 | |||
Gross Profit | 0 | 0 | 0 | ||||
Selling, General and Administrative Expense | 0 | 33 | 2 | 1 | |||
Restructuring Charges | 0 | 5 | 0 | ||||
Operating Income (Loss) | 0 | (38) | (2) | (1) | |||
Interest Income (Expense), Net | 0 | 155 | 0 | 0 | |||
Nonoperating Income (Expense) | 0 | 0 | 0 | 0 | |||
Gains Losses On Extinguishment And Exchange Of Debt | 0 | 0 | 0 | 0 | |||
Reorganization Items | 0 | (1,688) | 0 | 0 | |||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 0 | 1,495 | (2) | (1) | |||
Income Tax Expense (Benefit) | 0 | 8 | 0 | ||||
Income (Loss) from Operations before Extraordinary Items | 0 | 1,487 | (2) | (1) | |||
Income (Loss) from Equity Method Investments | (60) | 1,685 | (163) | (83) | |||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (88) | 1,483 | (147) | (147) | |||
Net Cash Provided by (Used in) Investing Activities | 0 | 0 | 1 | 0 | |||
Proceeds from (Repayments of) Short-term Debt | 0 | 4 | 0 | 0 | |||
Proceeds from Issuance of Long-term Debt | 0 | 0 | 0 | 0 | |||
Repayments of Long-term Debt | 0 | 0 | 0 | 0 | |||
Proceeds from Other Equity | 0 | 600 | 0 | 1 | |||
DIP Facility Fees | 0 | (19) | 0 | 0 | |||
Proceeds from (Repayments of) Related Party Debt | 0 | (258) | 0 | 0 | |||
Proceeds from Contributed Capital | 0 | 0 | 0 | 0 | |||
Payments of Debt Issuance Costs | 0 | 0 | 0 | 0 | |||
Net Cash Provided by (Used in) Financing Activities | 0 | 327 | 0 | 1 | |||
Cash and Cash Equivalents, Period Increase (Decrease) | 0 | 69 | 0 | 0 | |||
Cash | 0 | 0 | 0 | 0 | 2 | ||
Predecessor [Member] | |||||||
Cash | 71 | ||||||
Retained Earnings [Member] | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (60) | 0 | (306) | (143) | $ 0 | $ (2,398) | |
Income (Loss) from Equity Method Investments | (60) | (83) | |||||
Retained Earnings [Member] | Parent [Member] | |||||||
Income (Loss) from Equity Method Investments | $ (60) | $ 198 | $ (161) | $ (82) | |||
[1] | sales are not significant and, as such, are eliminated within the selling segment. | ||||||
[2] | Deferred income tax assets are included within Corporate as reconciling amounts to the Company's total assets as presented on the Consolidated Balance Sheets. |
Schedule II (Details)
Schedule II (Details) - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Valuation Allowances and Reserves, Balance | $ 309 | $ 270 | $ 484 | $ 419 | $ 972 |
Valuation Allowances and Reserves, Period Increase (Decrease) | 52 | 127 | 70 | 125 | |
Valuation Allowances and Reserves, Deductions | $ (13) | $ (829) | $ (5) | $ (15) |
Uncategorized Items - mpmi-2016
Label | Element | Value |
MPM Inc [Member] | ||
Payments of Ordinary Dividends, Common Stock | us-gaap_PaymentsOfDividendsCommonStock | $ 0 |