Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 02, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | MPM Holdings Inc. | |
Entity Central Index Key | 1,624,826 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 48,163,690 | |
MPM Inc [Member] | ||
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 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 48 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents (including restricted cash) | $ 252 | $ 174 |
Accounts receivable (net of allowance for doubtful accounts of less than $1) | 386 | 323 |
Inventories: | ||
Inventory, Raw Materials, Net of Reserves | 172 | 153 |
Finished goods | 292 | 292 |
Other current assets | 52 | 51 |
Total current assets | 1,154 | 993 |
Investment in unconsolidated entities | 21 | 19 |
Deferred income taxes | 10 | 11 |
Other long-term assets | 14 | 11 |
Land | 77 | 77 |
Buildings | 376 | 338 |
Machinery and equipment | 1,141 | 1,135 |
Property, Plant and Equipment, Gross | 1,594 | 1,550 |
Less accumulated depreciation | (459) | (383) |
Property, Plant and Equipment, Net | 1,135 | 1,167 |
Goodwill | 212 | 216 |
Intangible assets, net | 268 | 300 |
Total assets | 2,814 | 2,717 |
Accounts Payable, Current | 320 | 286 |
Current liabilities: | ||
Long-term debt, current maturities | 36 | 36 |
Interest and Dividends Payable, Current | 25 | 12 |
Accrued Income Taxes, Current | 11 | 7 |
Accrued Salaries, Current | 69 | 68 |
Accrued expenses and other liabilities | 100 | 103 |
Total current liabilities | 561 | 512 |
Long-term liabilities: | ||
Long-term debt | 1,211 | 1,192 |
Liability, Defined Benefit Plan, Noncurrent | 319 | 335 |
Deferred income taxes | 62 | 60 |
Other Liabilities, Noncurrent | 72 | 74 |
Total liabilities | 2,225 | 2,173 |
Equity: | ||
Common stock | 0 | 0 |
Additional Paid in Capital | 871 | 868 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | (53) | (18) |
Accumulated deficit | (229) | (306) |
Total deficit | 589 | 544 |
Total liabilities and equity (deficit) | 2,814 | 2,717 |
MPM Inc [Member] | ||
Current assets: | ||
Cash and cash equivalents (including restricted cash) | 252 | 174 |
Accounts receivable (net of allowance for doubtful accounts of less than $1) | 386 | 323 |
Due from affiliates | 0 | 0 |
Inventories: | ||
Inventory, Raw Materials, Net of Reserves | 172 | 153 |
Finished goods | 292 | 292 |
Other current assets | 52 | 51 |
Total current assets | 1,154 | 993 |
Investment in unconsolidated entities | 21 | 19 |
Deferred income taxes | 10 | 11 |
Other long-term assets | 14 | 11 |
Land | 77 | 77 |
Buildings | 376 | 338 |
Machinery and equipment | 1,141 | 1,135 |
Property, Plant and Equipment, Gross | 1,594 | 1,550 |
Less accumulated depreciation | (459) | (383) |
Property, Plant and Equipment, Net | 1,135 | 1,167 |
Goodwill | 212 | 216 |
Intangible assets, net | 268 | 300 |
Total assets | 2,814 | 2,717 |
Accounts Payable, Current | 320 | 286 |
Current liabilities: | ||
Long-term debt, current maturities | 36 | 36 |
Interest and Dividends Payable, Current | 25 | 12 |
Accrued Income Taxes, Current | 11 | 7 |
Accrued Salaries, Current | 69 | 68 |
Accrued expenses and other liabilities | 99 | 102 |
Due to affiliates | 0 | 0 |
Total current liabilities | 560 | 511 |
Long-term liabilities: | ||
Long-term debt | 1,211 | 1,192 |
Liability, Defined Benefit Plan, Noncurrent | 319 | 335 |
Deferred income taxes | 62 | 60 |
Other Liabilities, Noncurrent | 72 | 74 |
Total liabilities | 2,224 | 2,172 |
Equity: | ||
Common stock | 0 | 0 |
Additional Paid in Capital | 868 | 866 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | (53) | (18) |
Accumulated deficit | (225) | (303) |
Total deficit | 590 | 545 |
Total liabilities and equity (deficit) | $ 2,814 | $ 2,717 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets Parenthetical - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Restricted Cash and Cash Equivalents | $ 1 | $ 4 |
Allowance for doubtful accounts | $ 3 | $ 4 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 |
Common Stock, Shares, Issued | 48,163,690 | 48,121,634 |
Common Stock, Shares, Outstanding | 48,163,690 | 48,121,634 |
MPM Inc [Member] | ||
Restricted Cash and Cash Equivalents | $ 1 | $ 4 |
Allowance for doubtful accounts | $ 3 | $ 4 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 100 | 100 |
Common Stock, Shares, Issued | 48 | 48 |
Common Stock, Shares, Outstanding | 48 | 48 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net sales | $ 687 | $ 594 | $ 2,048 | $ 1,732 | ||
Cost of goods sold | 528 | 473 | 1,562 | 1,378 | ||
Gross profit | 159 | 121 | 486 | 354 | ||
Costs and expenses: | ||||||
Selling, general and administrative expenses | 83 | 84 | 255 | 251 | ||
Research and development expense | 17 | 17 | 52 | 48 | ||
Restructuring and Discrete Costs | 8 | 6 | 11 | 6 | ||
Restructuring Charges | 2 | $ 8 | $ 0 | 10 | ||
Other operating expense, net | 1 | (1) | (1) | 3 | ||
Operating (loss) income | 50 | 15 | 169 | 46 | ||
Other income (expense): | ||||||
Interest expense, net | 21 | 21 | 61 | 60 | ||
Other non-operating expense (income), net | (4) | (5) | (7) | (7) | ||
Reorganization Items | 4 | 0 | 9 | 0 | ||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 29 | (1) | 106 | (7) | ||
Income tax expense (benefit) | 12 | 6 | 31 | 11 | ||
Earnings (loss) before earnings losses from unconsolidated entities | 17 | (7) | 75 | (18) | ||
Earnings from unconsolidated entities, net of taxes | 1 | (1) | 2 | (1) | ||
Net income (loss) | $ (18) | $ 8 | $ (77) | $ 19 | ||
Earnings per share, basic | $ 0.37 | $ (0.17) | $ 1.60 | $ (0.39) | ||
Earnings per share, diluted | $ 0.37 | $ (0.17) | $ 1.58 | $ (0.39) | ||
Weighted average number of shares outstanding, basic | 48,219,157 | 48,121,634 | 48,171,413 | 48,109,535 | ||
Weighted average number of shares outstanding, diluted | 48,772,328 | 48,121,634 | 48,729,355 | 48,109,535 | ||
MPM Inc [Member] | ||||||
Net sales | $ 687 | $ 594 | $ 2,048 | $ 1,732 | ||
Cost of goods sold | 528 | 473 | 1,562 | 1,378 | ||
Gross profit | 159 | 121 | 486 | 354 | ||
Costs and expenses: | ||||||
Selling, general and administrative expenses | 82 | 84 | 253 | 250 | ||
Research and development expense | 17 | 17 | 52 | 48 | ||
Restructuring and Discrete Costs | 8 | 6 | 11 | 6 | ||
Other operating expense, net | 1 | (1) | (1) | 3 | ||
Operating (loss) income | 51 | 15 | 171 | 47 | ||
Other income (expense): | ||||||
Interest expense, net | 21 | 21 | 61 | 60 | ||
Other non-operating expense (income), net | (4) | (5) | (7) | (7) | ||
Reorganization Items | 4 | 0 | 9 | 0 | ||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 30 | (1) | 108 | (6) | ||
Income tax expense (benefit) | 12 | 6 | 31 | 11 | ||
Earnings (loss) before earnings losses from unconsolidated entities | 18 | (7) | 77 | (17) | ||
Earnings from unconsolidated entities, net of taxes | 1 | (1) | 2 | (1) | ||
Net income (loss) | $ (19) | $ 8 | $ (79) | $ 18 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Common Stock, Shares, Outstanding | 48,163,690 | 48,163,690 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 589 | $ 589 | ||
Net income (loss) | 18 | $ (8) | 77 | $ (19) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 11 | 42 | ||
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), Net of Tax | (23) | 11 | (37) | 42 |
Other comprehensive income (loss), net of tax: | ||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), after Tax | (1) | (1) | 2 | 9 |
Amounts reclassified from Accumulated other comprehensive loss, net of tax | (1) | (1) | (3) | (3) |
Other comprehensive loss before reclassifications, net of tax | (23) | 11 | (32) | 54 |
Other Comprehensive Income (Loss), Net of Tax | (24) | 10 | (35) | 51 |
Comprehensive loss | $ (6) | 2 | $ 42 | 32 |
MPM Inc [Member] | ||||
Common Stock, Shares, Outstanding | 48 | 48 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 590 | $ 590 | ||
Net income (loss) | 19 | (8) | 79 | (18) |
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), Net of Tax | (23) | 11 | (37) | 42 |
Other comprehensive income (loss), net of tax: | ||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), after Tax | (1) | (1) | 2 | 9 |
Other Comprehensive Income (Loss), Net of Tax | (24) | 10 | (35) | 51 |
Comprehensive loss | $ (5) | $ 2 | $ 44 | $ 33 |
Common Stock [Member] | ||||
Common Stock, Shares, Outstanding | 48,163,690 | 48,163,690 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 0 | $ 0 | ||
Common Stock [Member] | MPM Inc [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | ||
Additional Paid-in Capital [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 871 | 871 | ||
Additional Paid-in Capital [Member] | MPM Inc [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 868 | 868 | ||
AOCI Attributable to Parent [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (53) | (53) | ||
AOCI Attributable to Parent [Member] | MPM Inc [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (53) | (53) | ||
Other comprehensive income (loss), net of tax: | ||||
Other Comprehensive Income (Loss), Net of Tax | (35) | |||
Retained Earnings [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (229) | (229) | ||
Retained Earnings [Member] | MPM Inc [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (225) | $ (225) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Proceeds from Short-term Debt | $ 35 | |
Net Income (Loss) Attributable to Parent | $ 77 | (19) |
Cash Dividends Paid to Parent Company | 0 | 0 |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (9) |
Earnings (loss) before earnings losses from unconsolidated entities | 75 | (18) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||
Depreciation and amortization | 120 | 117 |
Gain on Insurance Proceeds Received for Capital | (3) | 0 |
Recognized actuarial loss | (2) | 1 |
Deferred income taxes | 4 | (10) |
Unrealized foreign currency losses (gains) | (6) | (4) |
Amortization of debt discount | 19 | 18 |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 3 | 3 |
Other Noncash Income (Expense) | (2) | 9 |
Increase (Decrease) in Other Operating Assets and Liabilities, Net [Abstract] | ||
Accounts receivable | (71) | (40) |
Inventories | (27) | (20) |
Accounts payable | 47 | 27 |
Accrued income taxes | 6 | 0 |
Other assets, current and non-current | (2) | (3) |
Other liabilities, current and non-current | 6 | (33) |
Net cash (used in) provided by operating activities | 169 | 46 |
Cash flows from investing activities: | ||
Capital expenditures | (84) | (123) |
Capital Reimbursed from Insurance Proceeds | 3 | 0 |
Purchases of intangible assets | (1) | (2) |
Proceeds from Dividends Received | 1 | 1 |
Net cash used in investing activities | (81) | (133) |
Cash flows from financing activities: | ||
Proceeds from Issuance of Common Stock | 0 | |
Payments of long-term debt | (36) | |
Net cash used in financing activities | (4) | (1) |
Cash and Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | 84 | (88) |
Effect of exchange rate changes on cash | (6) | 4 |
Cash and cash equivalents (unrestricted), beginning of period | 174 | 228 |
Cash and cash equivalents (unrestricted), end of period | 252 | |
Supplemental information | ||
Interest paid | 29 | 30 |
Income taxes paid, net | 21 | 20 |
Capital expenditures included in trade payables | 15 | 25 |
Payments of Debt Issuance Costs | (4) | 0 |
MPM Inc [Member] | ||
Proceeds from Short-term Debt | 36 | 35 |
Net Income (Loss) Attributable to Parent | 79 | (18) |
Cash Dividends Paid to Parent Company | (1) | (1) |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (9) |
Intercompany dividends | 0 | 0 |
Earnings (loss) before earnings losses from unconsolidated entities | 77 | (17) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||
Depreciation and amortization | 120 | 117 |
Gain on Insurance Proceeds Received for Capital | (3) | 0 |
Recognized actuarial loss | (2) | 1 |
Deferred income taxes | 4 | (10) |
Unrealized foreign currency losses (gains) | (6) | (4) |
Amortization of debt discount | 19 | 18 |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 2 | 2 |
Other Noncash Income (Expense) | (2) | 9 |
Increase (Decrease) in Other Operating Assets and Liabilities, Net [Abstract] | ||
Accounts receivable | (71) | (40) |
Inventories | (27) | (20) |
Accounts payable | 47 | 27 |
Accrued income taxes | 6 | 0 |
Other assets, current and non-current | (2) | (3) |
Other liabilities, current and non-current | 7 | (31) |
Net cash (used in) provided by operating activities | 171 | 48 |
Cash flows from investing activities: | ||
Capital expenditures | (84) | (123) |
Capital Reimbursed from Insurance Proceeds | 3 | 0 |
Purchases of intangible assets | (1) | (2) |
Proceeds from Dividends Received | 0 | 0 |
Net cash used in investing activities | (82) | (134) |
Cash flows from financing activities: | ||
Payments of long-term debt | (36) | (36) |
Net cash used in financing activities | (5) | (2) |
Net borrowings with affiliates | 0 | 0 |
Intercompany dividends | 0 | 0 |
Return of capital | 0 | 0 |
Cash and Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | 84 | (88) |
Effect of exchange rate changes on cash | (6) | 4 |
Cash and cash equivalents (unrestricted), beginning of period | 174 | 228 |
Cash and cash equivalents (unrestricted), end of period | 252 | 144 |
Supplemental information | ||
Interest paid | 29 | 30 |
Income taxes paid, net | 21 | 20 |
Capital expenditures included in trade payables | 15 | 25 |
Payments of Debt Issuance Costs | $ (4) | $ 0 |
Condensesd Consolidated Stateme
Condensesd Consolidated Statements of Equity - 9 months ended Sep. 30, 2018 - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated other comprehensive income (loss) | Retained Earnings [Member] | MPM Inc [Member] | MPM Inc [Member]Common Stock [Member] | MPM Inc [Member]Additional Paid-in Capital [Member] | MPM Inc [Member]Accumulated other comprehensive income (loss) | MPM Inc [Member]Retained Earnings [Member] |
Common shares, outstanding (shares) at Dec. 31, 2017 | 48,121,634 | 48,121,634 | 48 | |||||||
Balance at Dec. 31, 2017 | $ 544 | $ 0 | $ 868 | $ (18) | $ (306) | $ 545 | $ 0 | $ 866 | $ (18) | $ (303) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 77 | 79 | ||||||||
Other comprehensive income (loss), net of tax | (35) | (35) | (35) | |||||||
Stock-based compensation expense | 3 | 3 | ||||||||
Dividends | $ (1) | |||||||||
Capital Contribution from Parent | $ 2 | 2 | ||||||||
Common shares, outstanding (shares) at Sep. 30, 2018 | 48,163,690 | 48,163,690 | 48 | |||||||
Balance at Sep. 30, 2018 | $ 589 | $ 0 | $ 871 | $ (53) | $ (229) | $ 590 | $ 0 | $ 868 | $ (53) | $ (225) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock Issued During Period, Shares, New Issues | 42,056 | |||||||||
Proceeds from Issuance of Common Stock | $ 0 |
Business and Basis of Presenati
Business and Basis of Presenation Level 1 - (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, consolidation and presentation of financial statements disclosure | Business and Basis of Presentation MPM Holdings Inc. (“Momentive”) is a holding company that conducts substantially all of its business through its subsidiaries. Momentive’s wholly owned subsidiary, MPM Intermediate Holdings Inc. (“Intermediate Holdings”), is a holding company for its wholly owned subsidiary, Momentive Performance Materials Inc. (“MPM” or the “Company”) and its subsidiaries. Momentive became the indirect parent company of MPM in accordance with MPM’s plan of reorganization (the “Plan”) pursuant to MPM’s emergence from Chapter 11 bankruptcy on October 24, 2014 (the “Effective Date” or the “Emergence Date”). Prior to its reorganization, MPM, 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”). Unless otherwise noted, references to “we,” “us,” “our” or the “Company” refer collectively to Momentive and MPM and their subsidiaries, and, unless otherwise noted, the information provided pertains to both Momentive and MPM. Differences between the financial results of Momentive and MPM represent certain management expenses of and cash received by Momentive and therefore are not consolidated within the results of MPM. Based in Waterford, New York, the Company is comprised of four reportable segments: Performance Additives, Formulated and Basic Silicones, Quartz Technologies and Corporate. Performance Additives is a global business engaged in the manufacture, sale and distribution of urethane additives, silicone fluids and silanes. Formulated and Basic Silicones is a global business engaged in the manufacture, sale and distribution of coatings, electronics materials, elastomers, sealants, and basic silicone fluids. Quartz Technologies, also a global business, is engaged in the manufacture, sale and distribution of high-purity fused quartz and ceramic materials. Corporate includes corporate, general and administrative expenses that are not allocated to the other segments, such as certain shared service and other administrative functions. The unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its majority-owned subsidiaries in which minority shareholders hold no substantive participating rights. Intercompany accounts and transactions are eliminated upon consolidation. In the opinion of management, all adjustments consisting of normal, recurring adjustments considered necessary for a fair statement have been included. Results for the interim periods are not necessarily indicative of results for the entire year. Year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the accompanying notes included in Momentive, MPM and their subsidiaries’ most recent Annual Report on Form 10-K for the year ended December 31, 2017 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant accounting policies | Summary of Significant Accounting Policies Principles 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. 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%. In October 2018, the Company exercised a contractual right acquiring an additional ownership interest for approximately $30. As a result, the Company’s ownership interest in this joint venture was increased to 49% from 25%. Use of Estimates —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and also requires 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. Management’s estimates and assumptions are evaluated on an ongoing basis and are based on historical experience, current conditions and available information. Actual results could differ from these estimates. 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 11 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. Construction in progress is included in “Machinery and equipment” on the Condensed Consolidated Balance Sheets. Subsequent Events —As a public reporting company, the Company evaluates subsequent events and transactions through the date these unaudited Condensed Consolidated Financial Statements are issued. Reclassifications —Certain prior period balances have been reclassified to conform with current presentations. Net Income (Loss) Per Share —Momentive calculates earnings per share as the ratio of net income (loss) to weighted average basic and diluted common shares outstanding. Stock-Based Compensation —The Company measures and recognizes the compensation expense for all share-based awards made to employees and directors based on estimated fair values, in accordance with ASC 718, Compensation – Stock Compensation. 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 over the employee’s requisite service period (generally the vesting period of the equity grant). See Note 9 for additional details regarding stock-based compensation. Business Acquisitions —In January 2017 the Company acquired the operating assets of Sea Lion Technology, Inc. to further support the Silanes business of its Performance Additives segment. The Company previously had a tolling relationship with Sea Lion Technology, Inc. on their site. The acquisition enabled the Company to further strategically leverage its assets in support of the NXT* silane business. The Company paid $9 in cash to acquire Sea Lion Technology, Inc., and acquired substantially all of its property, plant and equipment. This acquisition was not significant in relation to the Company’s consolidated financial results and, therefore, pro forma financial information has not been presented. The acquisition was accounted for using the purchase method of accounting and the allocation of the purchase price inclusive of identification and measurement of the fair value of tangible and intangible assets. The Company engaged specialists to assist in the valuation of tangible and intangible assets. The table below summarizes the initial purchase price allocation to the fair value of assets acquired at the acquisition date. Goodwill is calculated as the excess of the purchase price over the total assets recognized and represents the estimated future economic benefits arising from expected synergies and growth opportunities for the Company. All of the goodwill and intangible assets are deductible for tax purposes. Property, plant & equipment $ 7 Goodwill 1 Intangible assets 1 Purchase price of the business acquisition $ 9 *NXT is a trademark of Momentive Performance Materials Inc. 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) (“ASU 2016-08”) , 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 (“ASU 2016-10”), 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 (“ASU 2016-12”), 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 (“ASU 2016-20”) , 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. In September 2017, the FASB issued Accounting Standards Board Update No. 2017-13: Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) (“ASU 2017-13”), which clarifies transition provisions for certain public business entities. The effective dates for the ASUs issued in 2016 and 2017 are the same as the effective date for ASU 2014-09. On January 1, 2018, the Company adopted ASU 2014-09 and all the related amendments: ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2016-20 and ASU 2017-13, together deemed as new revenue standard - Accounting Standards Codification Topic 606 Revenue from Contracts with Customers, using the modified retrospective method on contracts that are not yet complete as of the initial application of the new revenue standard. The adoption of ASU 2014-09 did not materially impact the Company’s financial statements, as the Company’s sales revenue continues to be recognized when the transfer of control of the products occurs dictated by the commercial terms governing the arrangement and evaluation of the transfer of the risks and rewards. 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. On January 1, 2018, the Company adopted ASU 2016-15 and ASU 2016-18, resulting in an immaterial modification of the Company's current disclosures and reclassifications within the consolidated statement of cash flows. 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. On January 1, 2018, the Company adopted ASU 2017-01, and this ASU did not have a significant impact on its financial statements or disclosures. In February 2017 the FASB issued Accounting Standards Board Update No. 2017-05: Other Income - Gains and Loss from Derecognition of Nonfinancial Assets (subtopic 610-20). The amendments in this ASU provide clarification that nonfinancial assets within the scope of ASC 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty and that an entity should allocate consideration to each distinct asset by applying the guidance in ASC 606 on allocating the transaction price to performance obligations. The amendments in this ASU also require entities to de-recognize a distinct non-financial asset or distinct in substance non-financial asset in a partial sale transaction when it (1) does not have (or ceases to have) a controlling financial interest in the legal entity that holds the asset in accordance with ASC 810 and (2) transfers control of the asset in accordance with ASC 606. The amendments to this ASU are effective in fiscal years beginning after December 15, 2017, including interim periods within those annual periods. On January 1, 2018, the Company adopted ASU 2017-05 and the adoption of the amendments in this ASU did not have a significant impact on the Company’s consolidated financial statements. In March 2017 the FASB issued Accounting Standards Update No. 2017-07: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cos t (“ASU 2017-07”). ASU 2017-07 requires entities to: 1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and 2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, ASU 2017-07 requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. ASU 2017-07’s amendments are effective for interim and annual periods beginning after December 15, 2017. On January 1, 2018, the Company adopted ASU 2017-07, resulting in an impact on the Company’s consolidated income statements. As discussed in Note 10, the Company discloses various components of net benefit cost in the specific pension and other postretirement benefit plans footnote as the basis for the retrospective application. In May 2017, the FASB issued Accounting Standards Update No. 2017-09: Compensation - Stock Compensation (Topic 718) . The amendments in the ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The ASU’s amendments are effective for interim and annual periods beginning after December 15, 2017. An entity needs to apply the amendments in this ASU on a prospective basis to an award modified on or after the adoption date. The Company adopted this standard as of January 1, 2018, and this ASU did not have a significant impact on its financial statements or disclosures. In February 2016, the FASB issued Accounting Standards Board Update No. 2016-02: Leases (ASC 842) (“ASU 2016-02”). Pursuant to the guidance in 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. In September 2017, the FASB issued Accounting Standards Board Update No. 2017-13: Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) , which clarifies transition provisions for certain public business entities. In January 2018, the FASB issued Accounting Standards Update No. 2018-01: Leases (Topic 842), Land Easement Practical Expedient for Transition to Topic 842 , which provides an optional practical expedient related to expired and existing land easements. In July 2018, the FASB issued Accounting Standards Update No. 2018-10: Codification Improvements to Topic 842. Leases , which clarifies several items in the codification related to Topic 842. In July 2018, the FASB issued Accounting Standards Update No. 2018-11: Leases (Topic 842), Targeted Improvements , which provides an additional (and optional) transition method to adopt the new leases standard. The effective dates for the ASUs issued in 2017 and 2018 are the same as the effective date for ASU 2016-02. 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 identified its substantial leases impacted by ASC 842 and expects this impact to be material due to the need to recognize the Company’s operating leases on its balance sheet as a right-of-use asset and a lease liability. In June 2016, the FASB issued Accounting Standards Update No. 2016-13: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those years. The Company is currently assessing this ASU’s impact on its financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-13: Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently assessing this ASU’s impact on its financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-14: Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans , which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in this update are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is currently assessing this ASU’s impact on its financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-15: Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) , which clarifies the accounting for implementation costs for hosting arrangements. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently assessing this ASU’s impact on its 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. |
Revenue Recognition (Notes)
Revenue Recognition (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | 3. Revenue Recognition Revenue is recognized when obligations under the terms of a contract or purchase order from a customer of the Company are satisfied. The payment terms under a contract are generally defined within the relevant contract or the purchase order. Standard payment terms are generally within 30-45 days of the invoice. For the purpose of allocation of price to the distinct deliverables within a contract with a customer, the Company assesses the materiality of multiple explicit or implicit distinct deliverables in the contract. Generally, the revenue recognition occurs with the transfer of control of the product underlying the contract/purchase order dictated by the commercial terms governing the arrangement and evaluation of the transfer of risk and rewards. The Company has determined that the transfer of risks and rewards is the strongest indicator of the point in time that control has transferred to the customer, and the indicator is largely dictated by the relevant shipping terms. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods net of estimated allowances and returns. Contract pricing terms are negotiated over a long time horizon, during which there will inevitably be fluctuations in fixed and variable costs. The exact amount of the price increases for fixed and variable cost may or may not be explicitly stated in the contract with the customer. Such change may be specified via escalation of the base prices based on costs at contract inception. The Company determined the fixed and variable considerations of its contracts with customers at the date of adoption on January 1, 2018, and performed a single, standalone selling price allocation to all of the distinct deliverables in the contracts with each customer. The Company expenses the contract origination costs whose amortization period, if any, is expected to be less than one year. The Company does not recognize revenue on contracts that convey the right to a customer to return the product for reasons other than the product being damaged or defective, recognizing revenue only when payment is received or the right to return the product expires. Shipping and handling costs that are billed to customers are included in Net sales in the Consolidated Statements of Operations. The Company treats shipping and handling costs that occur after transfer of control as a fulfillment activity and accordingly accrues for such costs at the time of shipment. Sales, value add, and other taxes that the Company collects concurrent with revenue-producing activities are excluded from revenue. The following table disaggregates our net sales by end market: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 End Market: Agriculture 14 12 41 35 Automotive 113 102 360 316 Construction 76 68 218 200 Consumer 144 148 447 425 Electronics 46 45 140 128 Energy 19 15 53 44 Healthcare 17 17 51 46 Industrial 155 120 433 342 Personal Care 76 52 203 145 Textiles 13 14 46 39 Others 14 1 56 12 Total net sales 687 594 2,048 1,732 Net sales by end market is the information outside of the Company’s financial statements which was provided prior to 2018. The Company believes net sales by end market is the most relevant disaggregation information for the Company. The Performance Additives and Formulated and Basic Silicones segments cater to all of the end markets whereas the Quartz Technologies segment primarily caters to the industrial and electronics end markets. |
Restructuring Expenses (Notes)
Restructuring Expenses (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Reorganization Expense [Abstract] | |
Reorganization Expense [Text Block] | Included in restructuring and discrete costs are costs related to restructuring (primarily severance payments associated with work force reductions) and services and other expenses associated with cost optimization programs and transformation savings activities. In March 2018, the Company announced a $15 global restructuring program to reduce costs through primarily global selling, general and administrative expense reductions. In connection with this program, during the three months ended September 30, 2018 , the Company recorded severance related costs of approximately $2 , comprising of $1 each for the Performance Additives and Formulated and Basic Silicones segments of the Company. During the nine months ended September 30, 2018 , the Company recorded severance related costs of approximately $10 , comprising of $5 each for the Performance Additives and Formulated and Basic Silicones segments of the Company. These costs are included in Other current liabilities on the Consolidated Balance Sheet and Restructuring and discrete costs on the Consolidated Statement of Operations. The following table sets forth the changes in the restructuring reserve related to severance. Included in this table are 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: Total Accrued liability at December 31, 2017 4 Restructuring charges — Adjustments — Payments (2 ) Accrued liability at March 31, 2018 2 Restructuring charges 8 Adjustments — Payments (1 ) Accrued liability at June 30, 2018 9 Restructuring charges 2 Adjustments — Payments (2 ) Accrued liability at September 30, 2018 $ 9 For the three months ended September 30, 2018 and 2017 , the Company recognized other costs of $6 and $9 , respectively, and gains relating to insurance reimbursements of $0 and $5 , respectively. For the nine months ended September 30, 2018 and 2017 , the Company recognized other costs of $9 and $18 , respectively, and gains relating to insurance reimbursements of $8 and $15 , respectively. The other costs in 2018 and 2017 were primarily comprised of one-time expenses for transaction advisory services, other services and integration, which together with the gains relating to insurance reimbursements are included in “Restructuring and discrete costs” in the Condensed Consolidated Statements of Operations. Refer to Note 11 for further details regarding these costs. |
Related Party Transactions Leve
Related Party Transactions Level 1 - (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related party transactions disclosure | Related Party Transactions Transactions with Hexion Shared Services Agreement In October 2010, the Company entered into a shared services agreement with Hexion Inc. (“Hexion”) (which, from October 1, 2010 through October 24, 2014, was a subsidiary under a common parent and thereafter, an entity controlled by a significant shareholder of the Company) (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, legal, information technology hardware, and procurement services. The Shared Services Agreement establishes certain criteria upon which the cost of such services are allocated between the Company and Hexion. The Shared Services Agreement was renewed for one year starting in October 2018, is subject to termination by either the Company or Hexion, without cause, on not less than 30 days’ written notice, and expires in October 2019 (subject to one-year renewals every year thereafter; absent contrary notice from either party). Pursuant to the Shared Services Agreement, during the nine months ended September 30, 2018 and 2017 , the Company incurred approximately $15 and $29 , respectively, of net costs for shared services and Hexion incurred approximately $22 and $41 , respectively, of net costs for shared services. Included in the net costs incurred during the nine months ended September 30, 2018 and 2017 , were net billings from Hexion to the Company of $11 and $21 , respectively, to bring the percentage of total net incurred costs for shared services under the Shared Services Agreement to the applicable allocation percentage. The allocation percentages are reviewed by the Steering Committee pursuant to the terms of the Shared Services Agreement. The Company had accounts payable to Hexion of $1 and $3 at September 30, 2018 and December 31, 2017 , respectively, and no accounts receivable from Hexion under this agreement. Other Transactions with Hexion 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 a distributor at a rate of 2% of the net selling price of the related products sold. During the three and nine months ended September 30, 2018 , the Company sold $8 and $24 , 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 for all periods. During the three and nine months ended September 30, 2017 , the Company sold $6 and $17 , 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 for all periods. As of September 30, 2018 and December 31, 2017 , the Company had accounts receivable from Hexion related to the distribution agreement of $3 and $2 , respectively. The Company also sells other products to, and purchases products from Hexion. These transactions were not material as of September 30, 2018 and 2017 . Purchases and Sales of Products and Services with Affiliates other than Hexion. The Company also sells products to, and purchases products from its affiliates other than Hexion. These transactions were not material as of September 30, 2018 . |
Fair Value Measurements Level 1
Fair Value Measurements Level 1 - (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, 2018 and December 31, 2017 , the Company had less than $1 of natural gas derivative contracts, which are measured using Level 2 inputs, and are included in “Other current assets” in the unaudited Condensed 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. Counter-parties to these contracts are highly rated financial institutions, none of which experienced any significant downgrades 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 three months ended September 30, 2018 . Non-derivative Financial Instruments The following table summarizes the carrying amount and fair value of the Company’s non-derivative financial instruments: Carrying Amount Fair Value Level 1 Level 2 Level 3 Total September 30, 2018 Debt $ 1,247 $ — $ 1,444 $ — $ 1,444 December 31, 2017 Debt $ 1,228 $ — $ 1,391 $ — $ 1,391 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. Fair values of debt are based upon the aggregate principal amount of each instrument, and do not include any unamortized debt discounts or premiums. 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. |
Debt Obligations Level 1 - (Not
Debt Obligations Level 1 - (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt disclosure | Debt Obligations As of September 30, 2018 and December 31, 2017 , the Company had no outstanding borrowings under its senior secured asset-based revolving loan facility (the “ABL Facility”). On March 2, 2018, the Company entered into an amendment to its ABL Facility to extend the maturity of the ABL Facility from October 2019 to March 2, 2023 and increase the commitments under the ABL Facility by $30 for a total of $300 , incurring $4 of fees for this amendment which is being amortized through March 2, 2023 on a straight line basis. Outstanding letters of credit under this revised ABL Facility at September 30, 2018 were $53 , leaving an unused borrowing capacity of $247 . As of September 30, 2018 , the Company was in compliance with all the covenants included in the agreements governing its outstanding indebtedness. At September 30, 2018 , the weighted average interest rate of the Company’s long term debt was 4.31% . Debt outstanding at September 30, 2018 and December 31, 2017 was as follows: September 30, 2018 December 31, 2017 Long-Term Due Within One Year Long-Term Due Within One Year Senior Secured Credit Facilities: ABL Facility $ — $ — $ — $ — Secured Notes: 3.88% First-Priority Senior Secured Notes due 2021 (includes $70 and $85 of unamortized debt discount, respectively) 1,030 — 1,015 — 4.69% Second-Priority Senior Secured Notes due 2022 (includes $21 and $25 of unamortized debt discount, respectively) 181 — 177 — Other Borrowings: China bank loans — 36 — 36 Total debt $ 1,211 $ 36 $ 1,192 $ 36 Momentive is not an obligor under the debt obligations above. MPM is a borrower under the ABL Facility and the issuer of the secured notes, which are fully and unconditionally guaranteed by certain subsidiaries of MPM (see Note 15). |
Commitments and Contingencies L
Commitments and Contingencies Level 1 - (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
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 $5 and $4 at September 30, 2018 and December 31, 2017 , 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 unaudited Condensed Consolidated Balance Sheets. In connection with the bankruptcy cases, in September 2014, BOKF, NA, as trustee (the “First Lien Trustee”) for MPM’s previously issued 8.875% First-Priority Senior Secured Notes due 2020 (the “Old First Lien Notes”), and Wilmington Trust, National Association, as trustee (the “1.5 Lien Trustee” and together with the First Lien Trustee, the “Appellants”) for MPM’s previously issued 10% Senior Secured Notes due 2020 (the “Old Secured Notes”) jointly appealed to the U.S. District Court for the Southern District of New York (the “District Court”) seeking reversal of the U.S. Bankruptcy Court of the Southern District of New York’s (the “Bankruptcy Court”) determinations that the interest rates on the 3.88% First Lien Notes due 2021 (the “First Lien Notes”) and the 4.69% Second Lien Notes due 2022 (the “Second Lien Notes”) under the Plan of Reorganization was proper and in accordance with United States Bankruptcy Code. In May 2015, the District Court affirmed the Bankruptcy Court’s rulings, and the trustees subsequently appealed the District Court decision to the United States Court of Appeals for the Second Circuit (the “Second Circuit”). In October 2017, the Second Circuit reversed the District Court’s determination with respect to the interest rates and remanded the issue to the Bankruptcy Court for further proceedings. An adverse resolution of this matter could result in a significant obligation by the Company to make a catch-up payment for past due interest and an increase in the Company’s interest costs going forward. The Bankruptcy Court conducted a bench trial for the remanded proceedings in August and September 2018. The Bankruptcy Court has not yet issued its decision. At this time, the Company is unable to estimate any reasonably possible loss, or range of losses, with regard to this matter. 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 September 30, 2018 and December 31, 2017 , the Company had recognized total obligations of approximately $12 for remediation costs at the Company’s manufacturing facilities and off-site landfills. These amounts are included in “Other long-term liabilities” in the unaudited Condensed Consolidated Balance Sheets. Included in these liabilities is $8 related to groundwater treatment at the Company’s Waterford, NY site. 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, which assumes a 3% discount rate and an estimated time period of 50 years and is included in our total obligations as discussed above. The undiscounted obligations, which are expected to be paid over the estimated period, are approximately $17 . Over the next five years the Company expects to make ratable payments totaling approximately $2 . |
Equity Plans and Stock Based Co
Equity Plans and Stock Based Compensation Equity Plans and Stock Based Compensation Level 1 (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity plans and stock based compensation disclosure | Equity 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 to promote the success of the Company’s business by providing such participating individuals with a proprietary interest in the performance of the Company. The Compensation Committee of the Board of Directors of Momentive has 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 (“NEOs”) and certain directors of the Company. 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 Employees and NEOs Restricted Stock Units (“RSUs”) grant (“2015 Program”) Cliff vest four years after grant date; Immediate vesting upon a Sale and ratable vesting in the event of an IPO as defined in the MPMH Equity Plan NA Employees and NEOs Restricted Stock Units (“RSUs”) grant (“2018 Program”) Cliff vest 1.77 years after grant date provided that the Company has completed a Sale or an IPO as defined in the MPMH Equity Plan NA Directors RSUs grant Cliff vest annually after grant date; Immediate vesting upon a Sale as defined in the MPMH Equity Plan NA Stock Options Information on Stock Options activity is as follows: Tranche A Tranche B Units Weighted-Average Exercise Price per Share Units Weighted-Average Exercise Price per Share Balance at January 1, 2018 782,040 $ 10.33 782,040 $ 10.33 Granted — — Exercised — — Forfeited — — Expired — — Balance as of September 30, 2018 782,040 $ 10.33 782,040 $ 10.33 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 three and nine months ended September 30, 2018 and 2017 with respect to stock options. At both September 30, 2018 and December 31, 2017 , unrecognized compensation expense related to non-vested stock options was $15 . Stock-based compensation cost related to stock options will be recognized once the satisfaction of the performance conditions become probable, including greater certainty as to the satisfaction of conditions under the Merger Agreement. Restricted Stock Units Information on Restricted Stock Units activity is as follows: Units Weighted-Average Grant Date Fair Value per Share Aggregate Fair Value Balance at January 1, 2018 712,376 $ 19.92 Granted 175,413 31.85 Vested (98,756 ) 19.46 3 Forfeited (18,900 ) 20.33 Expired — Balance as of September 30, 2018 770,133 $ 22.72 The fair market values related to the RSUs granted in 2018 were derived from material financial weighted analysis of the Company’s expected financial performance at the grant date, and its 20 day weighted average stock price at over-the-counter exchange. 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. Additionally, vesting of the Director RSU grants could be accelerated upon a Sale of the Company occurring prior to the scheduled vesting date, the RSUs, to the extent unvested, shall become fully vested. There were no performance-based achievements during the three and nine months ended September 30, 2018 . 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 RSU awards under the 2015 Program was approximately $1 for both the three months ended September 30, 2018 and 2017 and $3 for both the nine months ended September 30, 2018 and 2017 for Momentive, whereas for MPM, it was $1 and $0 for the three months ended September 30, 2018 and 2017 , respectively, and $2 for both the nine months ended September 30, 2018 and 2017 . As of September 30, 2018 , unrecognized compensation related to RSU awards under the 2015 Program was $2 which will be recognized over the remaining 0.68 years vesting period. At September 30, 2018 , unrecognized compensation expense related to the RSU awards under the 2018 Program was $5 . 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, was issued by Momentive, substantially all of the underlying compensation cost represents compensation costs paid by Momentive on MPM’s behalf, as a result of the MPM’s employees’ services to MPM. Upon vesting of awards, Momentive will issue new stock to deliver shares or otherwise settle awards in accordance with the MPMH Equity Plan. |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefits Pension Plans and Other Postretirement Benefits Level 1 - (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Pension Plans and Other Postretirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Pension and Postretirement Benefit Plans The following are the components of the Company’s net pension and postretirement (benefit) expense for the three and nine months ended September 30, 2018 and 2017 : Pension Benefits Non-Pension Postretirement Benefits Three Months Ended September 30, Three Months Ended September 30, 2018 2017 2018 2017 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 Service cost (1) $ 1 $ 3 $ 2 $ 3 $ — $ — $ — $ — Interest cost on projected benefit obligation 2 1 2 — — — — — Expected return on assets (3 ) — (2 ) — — — — — Amortization of prior service credit — — — — (1 ) — (1 ) — Net periodic benefit cost $ — $ 4 $ 2 $ 3 $ (1 ) $ — $ (1 ) $ — Pension Benefits Non-Pension Postretirement Benefits Nine Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 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 Service cost (1) $ 4 $ 9 $ 5 $ 9 $ — $ — $ — $ — Interest cost on projected benefit obligation 7 3 7 2 1 — 1 — Expected return on assets (9 ) (1 ) (7 ) — — — — — Amortization of prior service credit — — — — (3 ) — (3 ) — Actuarial (gain) loss (2) — — — (2 ) — 1 — Net periodic benefit cost $ 2 $ 11 $ 5 $ 11 $ (4 ) $ — $ (1 ) $ — |
Operating Segments Level 1 - (N
Operating Segments Level 1 - (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment reporting disclosure | Segment Information and Customers The Company’s segments are based on the products that the Company offers and the markets that it serves. The Performance Additives segment is engaged in the manufacture, sale and distribution of specialty silanes, silicone fluids and urethane additives. The Formulated and Basic Silicones segment is engaged in the manufacture, sale and distribution of sealants, electronics materials, coatings, elastomers and basic silicone fluids. The Quartz Technologies segment is engaged in the manufacture, sale and distribution of high-purity fused quartz and ceramic materials. In addition, the Corporate segment consists of corporate, general and administrative expenses that are not allocated to the other segments, such as certain shared service and other administrative functions. Following are net sales and Segment EBITDA (earnings before interest, income taxes, depreciation and amortization) by segment. Segment EBITDA is defined as EBITDA adjusted for certain non-cash items and certain other income and expenses. Segment EBITDA is the primary performance measure used by the Company’s 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. Net Sales (1) : Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Performance Additives $ 239 $ 223 $ 737 $ 670 Formulated and Basic Silicones 395 320 1,151 910 Quartz Technologies 53 51 160 152 Total $ 687 $ 594 $ 2,048 $ 1,732 (1) Inter-segment sales are not significant and, as such, are eliminated within the selling segment. Segment EBITDA: MPM HOLDINGS INC. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Performance Additives $ 47 $ 45 $ 151 $ 140 Formulated and Basic Silicones 51 20 155 71 Quartz Technologies 13 13 34 30 Corporate (9 ) (11 ) (31 ) (31 ) Total $ 102 $ 67 $ 309 $ 210 MOMENTIVE PERFORMANCE MATERIALS INC. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Performance Additives $ 47 $ 45 $ 151 $ 140 Formulated and Basic Silicones 51 20 155 71 Quartz Technologies 13 13 34 30 Corporate (9 ) (11 ) (30 ) (30 ) Total $ 102 $ 67 $ 310 $ 211 Reconciliation of Net Income (Loss) to Segment EBITDA: MPM HOLDINGS INC. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income (loss) $ 18 $ (8 ) $ 77 $ (19 ) Interest expense, net 21 21 61 60 Income tax expense 12 6 31 11 Depreciation and amortization 40 42 120 117 Items not included in Segment EBITDA: Non-cash charges and other income and expense , net $ (1 ) $ — $ 2 $ 4 Unrealized (gains) losses on pension and postretirement benefits — — (2 ) 1 Restructuring and discrete costs 8 6 11 36 Reorganization items 4 — 9 — Segment EBITDA $ 102 $ 67 $ 309 $ 210 MOMENTIVE PERFORMANCE MATERIALS INC. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income (loss) $ 19 $ (8 ) $ 79 $ (18 ) Interest expense, net 21 21 61 60 Income tax expense 12 6 31 11 Depreciation and amortization 40 42 120 117 Items not included in Segment EBITDA: Non-cash charges and other income and expense , net $ (2 ) $ — $ 1 $ 4 Unrealized (gains) losses on pension and postretirement benefits — — (2 ) 1 Restructuring and discrete costs 8 6 11 36 Reorganization items 4 — 9 — Segment EBITDA $ 102 $ 67 $ 310 $ 211 Items Not Included in Segment EBITDA Not included in Segment EBITDA are certain non-cash items and other income and expenses. For the three and nine months ended September 30, 2018 and 2017 , non-cash charges primarily included loss due to the scrapping of certain assets, stock based compensation expense, and net foreign exchange transaction gains and losses related to certain intercompany arrangements. In addition, for the three and nine months ended September 30, 2017 , non-cash charges also included asset impairment charges. For the nine months ended September 30, 2017 , unrealized gains (losses) on pension and postretirement benefits represented non-cash actuarial losses recognized upon the remeasurement of our pension and postretirement benefit obligations. For the three and nine months ended September 30, 2018 and 2017 , restructuring and discrete costs included one-time expenses for services, transaction advisory services and integration. In addition, for the three and nine months ended September 30, 2017 , these costs also included costs arising from the work stoppage inclusive of unfavorable manufacturing variances at our Waterford, NY facility, and restructuring. For the nine months ended September 30, 2018 and 2017, these amounts also included a gain related to an insurance reimbursement of $8 and $15, respectively related to fire damage at our Leverkusen, Germany facility whereas it was $5 for the three months ended September 30, 2017. For the nine months ended September 30, 2018 , restructuring and discrete costs also included the restructuring costs related to the Company’s announced restructuring initiative. For the three and nine months ended September 30, 2018 , reorganization items, net represented incremental costs pertaining to professional fees and bankruptcy court fees incurred directly as a result of our Chapter 11 bankruptcy filing of 2014 from which we emerged in 2014. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income Changes in Accumulated Other Comprehensive Income Level 1 - (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Changes in Accumulated Other Comprehensive Income [Abstract] | |
Changes in Accumulated Other Comprehensive Income [Text Block] | Changes in Accumulated Other Comprehensive (Loss) Income Following is a summary of changes in “Accumulated other comprehensive (loss) income” for the three and nine months ended September 30, 2018 and 2017 : Three Months Ended September 30, 2018 2017 Defined Benefit Pension and Postretirement Plans Foreign Currency Translation Adjustments Total Defined Benefit Pension and Postretirement Plans Foreign Currency Translation Adjustments Total Beginning balance $ 33 $ (62 ) $ (29 ) $ 27 $ (62 ) $ (35 ) Other comprehensive income before reclassifications, net of tax — (23 ) (23 ) — 11 11 Amounts reclassified from Accumulated other comprehensive income (loss), net of tax (1 ) — (1 ) (1 ) — (1 ) Net other comprehensive (loss) income (1 ) (23 ) (24 ) (1 ) 11 10 Ending balance $ 32 $ (85 ) $ (53 ) $ 26 $ (51 ) $ (25 ) Nine Months Ended September 30, 2018 2017 Defined Benefit Pension and Postretirement Plans Foreign Currency Translation Adjustments Total Defined Benefit Pension and Postretirement Plans Foreign Currency Translation Adjustments Total Beginning balance $ 30 $ (48 ) $ (18 ) $ 17 $ (93 ) $ (76 ) Other comprehensive income before reclassifications, net of tax (1) (2) 5 (37 ) (32 ) 12 42 54 Amounts reclassified from Accumulated other comprehensive income (loss), net of tax (3 ) — (3 ) (3 ) — (3 ) Net other comprehensive (loss) income 2 (37 ) (35 ) 9 42 51 Ending balance $ 32 $ (85 ) $ (53 ) $ 26 $ (51 ) $ (25 ) (1) Other comprehensive income related to defined benefit pension and postretirement plans for the nine months ended September 30, 2018 , represents the recognition of prior service benefits of $5 , with the corresponding decrease in the projected benefit obligation following certain plan provision changes. (2) Other comprehensive income related to defined benefit pension and postretirement plans for the nine months ended September 30, 2017 , represents the recognition of prior service benefits of $18 , with the corresponding decrease in the projected benefit obligation following certain plan provision changes, reduced by tax expenses of $6 , for the nine months ended September 30, 2017 (see Note 10). |
Income Taxes Level 1 (Notes)
Income Taxes Level 1 (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes The effective tax rate was 41% and 40% for Momentive and MPM, respectively, for the three months ended September 30, 2018 and (600)% for both Momentive and MPM for the three months ended September 30, 2017 . The effective tax rate was 29% for both Momentive and MPM for the nine months ended September 30, 2018 . The effective tax rate was (157)% and (183)% for Momentive and MPM for the nine months ended September 30, 2017 . The change in the effective tax rate was primarily attributable to the amount and distribution of income and loss among the various jurisdictions in which the Company operates. The effective tax rates were also impacted by operating losses generated in jurisdictions where no tax benefit was recognized due to the maintenance of a full valuation allowance, the release of valuation allowance in certain non-U.S. jurisdictions, the tax impact of recognition of net prior service benefit following certain plan provision changes, and the resolution of certain tax matters in non-U.S. jurisdictions. For the three and nine months ended September 30, 2018 , income taxes included favorable discrete tax adjustments of $3 and $4 , respectively, pertaining to the release of valuation allowance in certain non-U.S. jurisdictions and the resolution of certain tax matters in non-U.S. jurisdictions. For the three and nine months ended September 30, 2017 , income taxes included unfavorable discrete tax adjustments of $2 and favorable discrete tax adjustments of $8 , respectively, pertaining to benefits curtailment, legislative changes in Italy and Japan and the resolution of certain tax matters in non-U.S. jurisdictions. The Company is recognizing the earnings of non-U.S. operations currently in its U.S. consolidated income tax return as of September 30, 2018 and is expecting that all earnings, with the exception of Germany and Japan, will be repatriated to the United States. 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 currency exchange rates in place at the time of settlement. Since the currency translation impact is considered indefinite, the Company has not provided deferred taxes on gains of $7 , which could result in a tax obligation of $2 , based on currency exchange rates as of September 30, 2018 . Should the intercompany arrangement be settled or the Company change its assertion, the actual tax impact will depend on the currency exchange rate at the time of settlement or change in assertion. The Company believes that it is reasonably possible that a net increase of unrecognized tax benefits within the range of $0 and $50 may occur within the next 12 months as a result of the addition of new uncertain tax positions, as well as the revaluation of existing uncertain tax positions resulting from developments in examinations that are currently ongoing, in appeals or in the courts. In December 2017, The Tax Cuts & Jobs Act (the “TCJA”) was enacted into law. The TCJA decreased the federal corporate tax rate to 21%, imposed a one-time transition tax on previously unremitted foreign earnings, and modified the taxation of other income and expense items. The Company’s 2017 financial statements reflected provisional estimates for the one-time transition tax on the untaxed post -1986 earnings & profits (E&P) of our foreign subsidiaries, excluding our foreign branches. During first nine months of 2018, the Company did not record any material adjustments to the provisional amounts recorded in the fourth quarter of 2017 related to the deemed repatriated earnings as it continues to obtain, prepare, and analyze information and evaluate legislative and authoritative guidance being issued. |
Loss per Share Level 1 (Notes)
Loss per Share Level 1 (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Net Income (Loss) per Share The following table presents the calculation of basic and diluted net income (loss) per share attributable to Momentive for the three and nine months ended September 30, 2018 and 2017 : Three Months Ended September 30, Nine Months Ended September 30, (in millions, except share data) 2018 2017 2018 2017 Net income (loss) $ 18 $ (8 ) $ 77 $ (19 ) Weighted average common shares—basic 48,219,157 48,121,634 48,171,413 48,109,535 Effect of dilutive potential common shares 553,171 — 557,942 — Weighted average shares outstanding — diluted 48,772,328 48,121,634 48,729,355 48,109,535 Net income (loss) per common share—basic $ 0.37 $ (0.17 ) $ 1.60 $ (0.39 ) Net income (loss) per common share—diluted $ 0.37 $ (0.17 ) $ 1.58 $ (0.39 ) Antidilutive employee share-based awards, excluded — 310,836 — 129,409 Employee equity share options, unvested shares and similar equity instruments granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share. Diluted shares outstanding include the dilutive effect of in-the-money options, unvested restricted stock, and restricted stock units. The dilutive effect of such equity awards is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are collectively assumed to be used to repurchase shares. Due to the loss recognized during the three and nine months ended September 30, 2017 , there is no effect for potentially dilutive shares for that period. |
Guarantor_Non-Guarantor Subsidi
Guarantor/Non-Guarantor Subsidiary Financial Information | 9 Months Ended |
Sep. 30, 2018 | |
Guarantees [Abstract] | |
Guarantees | Guarantor/Non-Guarantor Subsidiary Financial Information As of September 30, 2018 , the Company had outstanding $1,100 in aggregate principal amount of 3.88% First-Priority Senior Secured Notes due 2021 (the “First Lien Notes”) and $202 in aggregate principal amount of 4.69% Second-Priority Senior Secured Notes due 2022 (the “Second Lien Notes”). The notes are fully and unconditionally, jointly and severally guaranteed on a senior secured basis by each of MPM’s existing 100% owned U.S. subsidiaries that is a guarantor under MPM’s ABL Facility and MPM’s future U.S. subsidiaries (other than receivables subsidiaries and U.S. subsidiaries of foreign subsidiaries) that guarantee any debt of MPM or any of the guarantor subsidiaries of MPM under the related indenture (the “Note Guarantors”). The following condensed consolidated financial information presents the Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 , the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017 and the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 of (i) Momentive Performance Materials Inc. (“Parent”); (ii) the guarantor subsidiaries; (iii) the non-guarantor subsidiaries; and (iv) MPM on a consolidated basis. These financial statements are prepared on the same basis as the consolidated financial statements of MPM except that investments in subsidiaries are accounted for using the equity method for purposes of the consolidating presentation. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. The guarantor subsidiaries are 100% owned by Parent and all guarantees are full and unconditional, subject to certain customary release provisions set forth in the applicable Indenture. Additionally, the ABL Facility is secured by, among other things, most of the assets of the Parent, the guarantor subsidiaries and certain non-guarantor subsidiaries, subject to certain exceptions and permitted liens. There are no significant restrictions on the ability of Parent to obtain funds from its domestic subsidiaries by dividend or loan. The indentures governing the First Lien Notes and the Second Lien Notes contain covenants that, among other things, limit MPM’s ability and the ability of certain of MPM’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 MPM’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 MPM’s subsidiaries to pay dividends or to make other payments to us; (viii) enter into transactions with MPM’s affiliates; (ix) merge or consolidate with other companies or transfer all or substantially all of MPM’s assets; and (x) transfer or sell assets. MOMENTIVE PERFORMANCE MATERIALS INC. SEPTEMBER 30, 2018 CONDENSED CONSOLIDATING BALANCE SHEETS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents (including restricted cash of $0, $0, $1 and $1, respectively) $ — $ 70 $ 182 $ — $ 252 Accounts receivable — 120 266 — 386 Due from affiliates — 67 30 (97 ) — Inventories: Raw materials — 84 88 — 172 Finished and in-process goods — 127 165 — 292 Other current assets — 16 36 — 52 Total current assets — 484 767 (97 ) 1,154 Investment in unconsolidated entities 1,738 454 21 (2,192 ) 21 Deferred income taxes — — 10 — 10 Other long-term assets 4 — 10 — 14 Intercompany loans receivable 295 1,024 215 (1,534 ) — Property, plant and equipment, net — 534 601 — 1,135 Goodwill — 105 107 — 212 Other intangible assets, net — 112 156 — 268 Total assets $ 2,037 $ 2,713 $ 1,887 $ (3,823 ) $ 2,814 Liabilities and Equity Current liabilities: Accounts payable $ — $ 105 $ 215 $ — $ 320 Due to affiliates — 30 67 (97 ) — Debt payable within one year — — 36 — 36 Interest payable 25 — — — 25 Income taxes payable — — 11 — 11 Accrued payroll and incentive compensation — 40 29 — 69 Other current liabilities — 35 64 — 99 Total current liabilities 25 210 422 (97 ) 560 Long-term liabilities: Long-term debt 1,211 — — — 1,211 Intercompany loans payable 211 626 697 (1,534 ) — Pension and retirement benefit liabilities — 120 199 — 319 Deferred income taxes — 5 57 — 62 Other long-term liabilities — 14 58 — 72 Total liabilities 1,447 975 1,433 (1,631 ) 2,224 Total equity (deficit) 590 1,738 454 (2,192 ) 590 Total liabilities and equity $ 2,037 $ 2,713 $ 1,887 $ (3,823 ) $ 2,814 MOMENTIVE PERFORMANCE MATERIALS INC. DECEMBER 31, 2017 CONDENSED CONSOLIDATING BALANCE SHEETS Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents (including restricted cash of $0, $0, and $1, respectively) $ 14 $ 1 $ 159 $ — $ 174 Accounts receivable — 94 229 — 323 Due from affiliates 3 62 40 (105 ) — Inventories: Raw materials — 76 77 — 153 Finished and in-process goods — 132 160 — 292 Other current assets — 11 40 — 51 Total current assets 17 376 705 (105 ) 993 Investment in unconsolidated entities 1,640 339 19 (1,979 ) 19 Deferred income taxes — — 11 — 11 Other long-term assets — 1 10 — 11 Intercompany loans receivable 288 978 116 (1,382 ) — Property, plant and equipment, net — 546 621 — 1,167 Goodwill — 105 111 — 216 Other intangible assets, net — 122 178 — 300 Total assets $ 1,945 $ 2,467 $ 1,771 $ (3,466 ) $ 2,717 Liabilities and Equity Current liabilities: Accounts payable $ — $ 95 $ 191 $ — $ 286 Due to affiliates — 40 65 (105 ) — Debt payable within one year — — 36 — 36 Interest payable 12 — — — 12 Income taxes payable — — 7 — 7 Accrued payroll and incentive compensation — 39 29 — 68 Other current liabilities — 33 69 — 102 Total current liabilities 12 207 397 (105 ) 511 Long-term liabilities: Long-term debt 1,192 — — — 1,192 Intercompany loans payable 196 469 717 (1,382 ) — Pension and retirement benefit liabilities — 137 198 — 335 Deferred income taxes — — 60 — 60 Other long-term liabilities — 14 60 — 74 Total liabilities 1,400 827 1,432 (1,487 ) 2,172 Total equity (deficit) 545 1,640 339 (1,979 ) 545 Total liabilities and equity (deficit) $ 1,945 $ 2,467 $ 1,771 $ (3,466 ) $ 2,717 MOMENTIVE PERFORMANCE MATERIALS INC. THREE MONTHS ENDED SEPTEMBER 30, 2018 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 320 $ 525 $ (158 ) $ 687 Cost of sales — 263 423 (158 ) 528 Gross profit — 57 102 — 159 Costs and expenses: Selling, general and administrative expense — 41 41 — 82 Research and development expense — 11 6 — 17 Restructuring and discrete costs — 11 (3 ) — 8 Other operating (income) expense, net — (1 ) 2 — 1 Operating (loss) income — (5 ) 56 — 51 Interest expense (income), net 18 (4 ) 7 — 21 Non-operating expense (income), net — — (4 ) — (4 ) Reorganization items, net — 4 — — 4 (Loss) income before income taxes and earnings (losses) from unconsolidated entities (18 ) (5 ) 53 — 30 Income tax expense — 3 9 — 12 (Loss) income before earnings (losses) from unconsolidated entities (18 ) (8 ) 44 — 18 Earnings (losses) from unconsolidated entities, net of taxes 37 45 1 (82 ) 1 Net income (loss) $ 19 $ 37 $ 45 $ (82 ) $ 19 Comprehensive (loss) income $ (5 ) $ 13 $ 24 $ (37 ) $ (5 ) MOMENTIVE PERFORMANCE MATERIALS INC. THREE MONTHS ENDED SEPTEMBER 30, 2017 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 291 $ 459 $ (156 ) $ 594 Cost of sales — 244 385 (156 ) 473 Gross profit — 47 74 — 121 Costs and expenses: Selling, general and administrative expense — 43 41 — 84 Research and development expense — 12 5 — 17 Restructuring and discrete costs — 9 (3 ) — 6 Other operating (income) expense, net — — (1 ) — (1 ) Operating income (loss) — (17 ) 32 — 15 Interest expense (income), net 20 (7 ) 8 — 21 Non-operating (income) expense, net (2 ) (3 ) — — (5 ) (Loss) income before income taxes and earnings (losses) from unconsolidated entities (18 ) (7 ) 24 — (1 ) Income tax expense — 1 5 — 6 (Loss) income before earnings (losses) from unconsolidated entities (18 ) (8 ) 19 — (7 ) Earnings (losses) from unconsolidated entities, net of taxes 10 18 (1 ) (28 ) (1 ) Net (loss) income $ (8 ) $ 10 $ 18 $ (28 ) $ (8 ) Comprehensive income (loss) $ 2 $ 19 $ 16 $ (35 ) $ 2 MOMENTIVE PERFORMANCE MATERIALS INC. NINE MONTHS ENDED SEPTEMBER 30, 2018 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 956 $ 1,599 $ (507 ) $ 2,048 Cost of sales — 777 1,292 (507 ) 1,562 Gross profit — 179 307 — 486 Costs and expenses: Selling, general and administrative expense — 154 99 — 253 Research and development expense — 33 19 — 52 Restructuring and discrete costs — 20 (9 ) — 11 Other operating (income) expense, net — (2 ) 1 — (1 ) Operating (loss) income — (26 ) 197 — 171 Interest expense (income), net 57 (17 ) 21 — 61 Non-operating expense (income), net — (8 ) 1 — (7 ) Reorganization items, net — 9 — — 9 (Loss) income before income taxes and earnings (losses) from unconsolidated entities (57 ) (10 ) 175 — 108 Income tax expense — 5 26 — 31 (Loss) income before earnings (losses) from unconsolidated entities (57 ) (15 ) 149 — 77 Earnings (losses) from unconsolidated entities, net of taxes 136 151 2 (287 ) 2 Net income (loss) $ 79 $ 136 $ 151 $ (287 ) $ 79 Comprehensive income (loss) $ 44 $ 101 $ 123 $ (224 ) $ 44 MOMENTIVE PERFORMANCE MATERIALS INC. NINE MONTHS ENDED SEPTEMBER 30, 2017 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 852 $ 1,364 $ (484 ) $ 1,732 Cost of sales — 733 1,129 (484 ) 1,378 Gross profit — 119 235 — 354 Costs and expenses: Selling, general and administrative expense — 134 116 — 250 Research and development expense — 32 16 — 48 Restructuring and discrete costs — 14 (8 ) — 6 Other operating expense, net — — 3 — 3 Operating (loss) income — (61 ) 108 — 47 Interest expense (income), net 56 (20 ) 24 — 60 Non-operating (income) expense, net (3 ) (4 ) — — (7 ) (Loss) income before income taxes and earnings (losses) from unconsolidated entities (53 ) (37 ) 84 — (6 ) Income tax (benefit) expense — (5 ) 16 — 11 (Loss) income before earnings (losses) from unconsolidated entities (53 ) (32 ) 68 — (17 ) Earnings (losses) from unconsolidated entities, net of taxes 35 67 (1 ) (102 ) (1 ) Net (loss) income $ (18 ) $ 35 $ 67 $ (102 ) $ (18 ) Comprehensive income (loss) $ 33 $ 85 $ 76 $ (161 ) $ 33 MOMENTIVE PERFORMANCE MATERIALS INC. NINE MONTHS ENDED SEPTEMBER 30, 2018 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Eliminations Consolidated Cash flows (used in) provided by operating activities $ (50 ) $ 8 $ 234 $ (21 ) $ 171 Cash flows (used in) provided by investing activities: Capital expenditures — (32 ) (52 ) — (84 ) Purchases of intangible assets — (1 ) — — (1 ) Capital reimbursed from insurance proceeds — — 3 — 3 Return of capital from subsidiary from sales of accounts receivable — 37 (a) — (37 ) — — 4 (49 ) (37 ) (82 ) Cash flows (used in) provided by financing activities: Borrowings of short-term debt — — 36 — 36 Repayments of short-term debt — — (36 ) — (36 ) Net intercompany loan (repayments) borrowings 41 70 (111 ) — — ABL financing fees (4 ) — — — (4 ) Intercompany dividend — (13 ) (8 ) 21 — Common stock dividends paid (1 ) — — — (1 ) Return of capital to parent from sales of accounts receivable — — (37 ) (a) 37 — 36 57 (156 ) 58 (5 ) Decrease in cash, cash equivalents, and restricted cash (14 ) 69 29 — 84 Effect of exchange rate changes on cash, cash equivalents, and restricted cash — — (6 ) — (6 ) Cash, cash equivalents, and restricted cash at beginning of period 14 1 159 — 174 Cash, cash equivalents, and restricted cash at end of period $ — $ 70 $ 182 $ — $ 252 (a) During the nine months ended September 30, 2018 , Momentive Performance Materials USA LLC contributed receivables of $37 to a non-guarantor subsidiary as capital contributions, resulting in a non-cash transaction. During the nine months ended September 30, 2018 , 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. MOMENTIVE PERFORMANCE MATERIALS INC. NINE MONTHS ENDED SEPTEMBER 30, 2017 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Eliminations Consolidated Cash flows provided by (used in) operating activities $ 11 $ (34 ) $ 107 $ (36 ) $ 48 Cash flows (used in) provided by investing activities: Capital expenditures — (50 ) (73 ) — (123 ) Purchases of intangible assets — (1 ) (1 ) — (2 ) Purchase of business — (9 ) — — (9 ) Return of capital from subsidiary from sales of accounts receivable — 39 (a) — (39 ) — — (21 ) (74 ) (39 ) (134 ) Cash flows (used in) provided by financing activities: Borrowings of short-term debt — — 35 — 35 Payments of short-term debt — — (36 ) — (36 ) Net intercompany loan (repayments) borrowings (26 ) 68 (42 ) — — Intercompany dividend — (13 ) (23 ) 36 — Common stock dividends paid (1 ) — — — (1 ) Return of capital to parent from sales of accounts receivable — — (39 ) (a) 39 — (27 ) 55 (105 ) 75 (2 ) Decrease in cash, cash equivalents, and restricted cash (16 ) — (72 ) — (88 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash — — 4 — 4 Cash, cash equivalents, and restricted cash at beginning of period 39 1 188 — 228 Cash, cash equivalents, and restricted cash at end of period $ 23 $ 1 $ 120 $ — $ 144 (a) During the nine months ended September 30, 2017 , Momentive Performance Materials USA LLC contributed receivables of $39 to a non-guarantor subsidiary as capital contributions, resulting in a non-cash transaction. During the nine months ended September 30, 2017 , 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. |
Agreement and Plan of Merger (N
Agreement and Plan of Merger (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | On September 13, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MOM Holding Company, a Delaware corporation (“Parent”), and MOM Special Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent is a wholly owned subsidiary of affiliates of SJL Partners, LLC, a limited liability company formed under the laws of South Korea (“SJL”), KCC Corporation, a South Korean corporation (“KCC”), and Wonik Holdings Co., Ltd., a South Korean limited company (“Wonik”). The Merger Agreement provides for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The transaction is valued at approximately $3,100, which includes the assumption of net debt, pension and certain other postretirement liabilities. Pursuant to the terms of the Merger Agreement, which has been unanimously approved by the Boards of Directors of Momentive, KCC, Wonik, and the investment committee of SJL and by Momentive’s stockholders holding a majority of Momentive’s common stock, Parent will assume Momentive’s net debt obligations. Momentive stockholders will receive as merger consideration $32.50 for each share of common stock they own subject to a downward adjustment in the event that the aggregate cash held by the Company at the end of the last calendar quarter prior to completion of the Merger is less than $250. The transaction will be financed through a combination of cash and new debt that will be put in place at closing. The transaction is not subject to any financing contingency and is expected to close in the first half of 2019, subject to requisite regulatory approvals and other customary closing conditions. The completion of the Merger is subject to certain conditions, including, among others, (i) the absence of any law or order prohibiting the closing, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (the termination of which occurred on October 19, 2018) and receipt of other required antitrust approvals and (iii) obtaining clearances from the Committee on Foreign Investment in the United States and (iv) that no event or development which has a material adverse effect on the assets, business, condition or results of the Company (subject to certain exceptions) has occurred. Each of the Investor Group and the Company has made customary representations and warranties in the Merger Agreement. The Company has agreed to various covenants and agreements, including, among others things, (i) not to solicit alternate transactions and (ii) to conduct its business in the ordinary course during the period between the date of the Merger Agreement and the effectiveness of the Merger and refrain from taking various non-ordinary course actions during that period, and the Investor Group has also agreed to various covenants and agreements, including, among others things, to conduct its business in the ordinary course during the period between the date of the Merger Agreement and the effectiveness of the Merger and refrain from taking various non-ordinary course actions during that period without consent. The obligation of each of the parties to consummate the Merger is also conditioned on the other party’s representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. The Merger Agreement may be terminated by each of the Investor Group or the Company under specified circumstances, including if the Merger is not consummated by June 13, 2019 (which date can be extended to September 13, 2019 in specified circumstances, including if the relevant antitrust approvals have not yet been obtained). The Merger Agreement contains certain termination rights for both the Investor Group and the Company. Further details to the Merger Agreement can be found in the Company’s Form 8-K filed with the SEC on September 19. 2018. The accompanying financial statements do not include any adjustments that may be necessary under purchase accounting, upon the consummation of the Merger, to reflect the impact of the transaction on the Company’s financial position, liquidity or financial commitments. Upon the closing of the Merger and in connection with the Company’s stock-based compensation plans (Note 9) (i) outstanding stock options will be canceled and the holder will become entitled to receive a lump-sum cash payment equal to the product of (x) the number of option shares and (y) the excess (if any) of the Merger consideration over the exercise price per share of such Company stock option, less applicable income and employment tax withholdings. and (ii) each RSU will be canceled and the holder will become entitled to receive a lump-sum cash payment equal to the Merger consideration, less applicable income and employment tax withholdings. Stock-based compensation cost related to stock options will be recognized once the satisfaction of the performance conditions become probable. In addition, the extinguishment of the Company’s indebtedness will result in a write-off of currently unamortized discounts and debt issuance costs (Note 7). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies Level 2 - (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of Estimates —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and also requires 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. Management’s estimates and assumptions are evaluated on an ongoing basis and are based on historical experience, current conditions and available information. Actual results could differ from these estimates. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events —As a public reporting company, the Company evaluates subsequent events and transactions through the date these unaudited Condensed Consolidated Financial Statements are issued. |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) Per Share —Momentive calculates earnings per share as the ratio of net income (loss) to weighted average basic and diluted common shares outstanding. |
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 and directors based on estimated fair values, in accordance with ASC 718, Compensation – Stock Compensation. 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 over the employee’s requisite service period (generally the vesting period of the equity grant). See Note 9 for additional details regarding stock-based compensation. |
Newly adopted accounting standards | 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) (“ASU 2016-08”) , 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 (“ASU 2016-10”), 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 (“ASU 2016-12”), 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 (“ASU 2016-20”) , 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. In September 2017, the FASB issued Accounting Standards Board Update No. 2017-13: Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) (“ASU 2017-13”), which clarifies transition provisions for certain public business entities. The effective dates for the ASUs issued in 2016 and 2017 are the same as the effective date for ASU 2014-09. On January 1, 2018, the Company adopted ASU 2014-09 and all the related amendments: ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2016-20 and ASU 2017-13, together deemed as new revenue standard - Accounting Standards Codification Topic 606 Revenue from Contracts with Customers, using the modified retrospective method on contracts that are not yet complete as of the initial application of the new revenue standard. The adoption of ASU 2014-09 did not materially impact the Company’s financial statements, as the Company’s sales revenue continues to be recognized when the transfer of control of the products occurs dictated by the commercial terms governing the arrangement and evaluation of the transfer of the risks and rewards. 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. On January 1, 2018, the Company adopted ASU 2016-15 and ASU 2016-18, resulting in an immaterial modification of the Company's current disclosures and reclassifications within the consolidated statement of cash flows. 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. On January 1, 2018, the Company adopted ASU 2017-01, and this ASU did not have a significant impact on its financial statements or disclosures. In February 2017 the FASB issued Accounting Standards Board Update No. 2017-05: Other Income - Gains and Loss from Derecognition of Nonfinancial Assets (subtopic 610-20). The amendments in this ASU provide clarification that nonfinancial assets within the scope of ASC 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty and that an entity should allocate consideration to each distinct asset by applying the guidance in ASC 606 on allocating the transaction price to performance obligations. The amendments in this ASU also require entities to de-recognize a distinct non-financial asset or distinct in substance non-financial asset in a partial sale transaction when it (1) does not have (or ceases to have) a controlling financial interest in the legal entity that holds the asset in accordance with ASC 810 and (2) transfers control of the asset in accordance with ASC 606. The amendments to this ASU are effective in fiscal years beginning after December 15, 2017, including interim periods within those annual periods. On January 1, 2018, the Company adopted ASU 2017-05 and the adoption of the amendments in this ASU did not have a significant impact on the Company’s consolidated financial statements. In March 2017 the FASB issued Accounting Standards Update No. 2017-07: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cos t (“ASU 2017-07”). ASU 2017-07 requires entities to: 1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and 2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, ASU 2017-07 requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. ASU 2017-07’s amendments are effective for interim and annual periods beginning after December 15, 2017. On January 1, 2018, the Company adopted ASU 2017-07, resulting in an impact on the Company’s consolidated income statements. As discussed in Note 10, the Company discloses various components of net benefit cost in the specific pension and other postretirement benefit plans footnote as the basis for the retrospective application. In May 2017, the FASB issued Accounting Standards Update No. 2017-09: Compensation - Stock Compensation (Topic 718) . The amendments in the ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The ASU’s amendments are effective for interim and annual periods beginning after December 15, 2017. An entity needs to apply the amendments in this ASU on a prospective basis to an award modified on or after the adoption date. The Company adopted this standard as of January 1, 2018, and this ASU did not have a significant impact on its financial statements or disclosures. In February 2016, the FASB issued Accounting Standards Board Update No. 2016-02: Leases (ASC 842) (“ASU 2016-02”). Pursuant to the guidance in 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. In September 2017, the FASB issued Accounting Standards Board Update No. 2017-13: Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) , which clarifies transition provisions for certain public business entities. In January 2018, the FASB issued Accounting Standards Update No. 2018-01: Leases (Topic 842), Land Easement Practical Expedient for Transition to Topic 842 , which provides an optional practical expedient related to expired and existing land easements. In July 2018, the FASB issued Accounting Standards Update No. 2018-10: Codification Improvements to Topic 842. Leases , which clarifies several items in the codification related to Topic 842. In July 2018, the FASB issued Accounting Standards Update No. 2018-11: Leases (Topic 842), Targeted Improvements , which provides an additional (and optional) transition method to adopt the new leases standard. The effective dates for the ASUs issued in 2017 and 2018 are the same as the effective date for ASU 2016-02. 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 identified its substantial leases impacted by ASC 842 and expects this impact to be material due to the need to recognize the Company’s operating leases on its balance sheet as a right-of-use asset and a lease liability. In June 2016, the FASB issued Accounting Standards Update No. 2016-13: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those years. The Company is currently assessing this ASU’s impact on its financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-13: Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently assessing this ASU’s impact on its financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-14: Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans , which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in this update are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is currently assessing this ASU’s impact on its financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-15: Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) , which clarifies the accounting for implementation costs for hosting arrangements. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently assessing this ASU’s impact on its 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. |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements Level 3 - (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair value, assets measured on recurring basis | The following table summarizes the carrying amount and fair value of the Company’s non-derivative financial instruments: Carrying Amount Fair Value Level 1 Level 2 Level 3 Total September 30, 2018 Debt $ 1,247 $ — $ 1,444 $ — $ 1,444 December 31, 2017 Debt $ 1,228 $ — $ 1,391 $ — $ 1,391 |
Debt Obligations Debt Obligatio
Debt Obligations Debt Obligations Level 3 - (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | September 30, 2018 December 31, 2017 Long-Term Due Within One Year Long-Term Due Within One Year Senior Secured Credit Facilities: ABL Facility $ — $ — $ — $ — Secured Notes: 3.88% First-Priority Senior Secured Notes due 2021 (includes $70 and $85 of unamortized debt discount, respectively) 1,030 — 1,015 — 4.69% Second-Priority Senior Secured Notes due 2022 (includes $21 and $25 of unamortized debt discount, respectively) 181 — 177 — Other Borrowings: China bank loans — 36 — 36 Total debt $ 1,211 $ 36 $ 1,192 $ 36 |
Equity Plans and Stock Based _2
Equity Plans and Stock Based Compensation Equity Plans and Stock Basesd Compensation Level 3 - (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity Plans and Stock Based Compensation [Abstract] | |
Summary of stock based compensation award terms [Table Text Block] | 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 Employees and NEOs Restricted Stock Units (“RSUs”) grant (“2015 Program”) Cliff vest four years after grant date; Immediate vesting upon a Sale and ratable vesting in the event of an IPO as defined in the MPMH Equity Plan NA Employees and NEOs Restricted Stock Units (“RSUs”) grant (“2018 Program”) Cliff vest 1.77 years after grant date provided that the Company has completed a Sale or an IPO as defined in the MPMH Equity Plan NA Directors RSUs grant Cliff vest annually after grant date; Immediate vesting upon a Sale as defined in the MPMH Equity Plan NA |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Information on Stock Options activity is as follows: Tranche A Tranche B Units Weighted-Average Exercise Price per Share Units Weighted-Average Exercise Price per Share Balance at January 1, 2018 782,040 $ 10.33 782,040 $ 10.33 Granted — — Exercised — — Forfeited — — Expired — — Balance as of September 30, 2018 782,040 $ 10.33 782,040 $ 10.33 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | cted Stock Units Information on Restricted Stock Units activit |
Pension Plans and Other Postr_2
Pension Plans and Other Postretirement Benefits Pension Plans and Other Postretirement Benefits Level 3 - (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Defined Benefit Plan [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Pension and Postretirement Benefit Plans The following are the components of the Company’s net pension and postretirement (benefit) expense for the three and nine months ended September 30, 2018 and 2017 : Pension Benefits Non-Pension Postretirement Benefits Three Months Ended September 30, Three Months Ended September 30, 2018 2017 2018 2017 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 Service cost (1) $ 1 $ 3 $ 2 $ 3 $ — $ — $ — $ — Interest cost on projected benefit obligation 2 1 2 — — — — — Expected return on assets (3 ) — (2 ) — — — — — Amortization of prior service credit — — — — (1 ) — (1 ) — Net periodic benefit cost $ — $ 4 $ 2 $ 3 $ (1 ) $ — $ (1 ) $ — Pension Benefits Non-Pension Postretirement Benefits Nine Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 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 Service cost (1) $ 4 $ 9 $ 5 $ 9 $ — $ — $ — $ — Interest cost on projected benefit obligation 7 3 7 2 1 — 1 — Expected return on assets (9 ) (1 ) (7 ) — — — — — Amortization of prior service credit — — — — (3 ) — (3 ) — Actuarial (gain) loss (2) — — — (2 ) — 1 — Net periodic benefit cost $ 2 $ 11 $ 5 $ 11 $ (4 ) $ — $ (1 ) $ — |
Schedule of net benefit costs | The following are the components of the Company’s net pension and postretirement (benefit) expense for the three and nine months ended September 30, 2018 and 2017 : Pension Benefits Non-Pension Postretirement Benefits Three Months Ended September 30, Three Months Ended September 30, 2018 2017 2018 2017 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 Service cost (1) $ 1 $ 3 $ 2 $ 3 $ — $ — $ — $ — Interest cost on projected benefit obligation 2 1 2 — — — — — Expected return on assets (3 ) — (2 ) — — — — — Amortization of prior service credit — — — — (1 ) — (1 ) — Net periodic benefit cost $ — $ 4 $ 2 $ 3 $ (1 ) $ — $ (1 ) $ — Pension Benefits Non-Pension Postretirement Benefits Nine Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 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 Service cost (1) $ 4 $ 9 $ 5 $ 9 $ — $ — $ — $ — Interest cost on projected benefit obligation 7 3 7 2 1 — 1 — Expected return on assets (9 ) (1 ) (7 ) — — — — — Amortization of prior service credit — — — — (3 ) — (3 ) — Actuarial (gain) loss (2) — — — (2 ) — 1 — Net periodic benefit cost $ 2 $ 11 $ 5 $ 11 $ (4 ) $ — $ (1 ) $ — (1) Service cost of $3 and $1 were recorded in Cost of sales and Selling, general and administrative expense , respectively, for the three months ended September 30, 2018 . Service cost of $3 and $2 were recorded in Cost of sales and Selling, general and administrative expense , respectively, for the three months ended September 30, 2017 . Service cost of $10 and $3 were recorded in Cost of sales and Selling, general and administrative expense , respectively, for the nine months ended September 30, 2018 . Service cost of $10 and $4 were recorded in Cost of sales and Selling, general and administrative expense , respectively, for the nine months ended September 30, 2017 . All non-service costs are included in Non-operating (income) expense, net in the unaudited Condensed Consolidated Statements of Operations. (2) The actuarial gain on U.S. non-pension post-retirement benefit plans of $2 during the nine months ended September 30, 2018 and the actuarial loss on U.S. non-pension post-retirement benefit plans of $1 during the nine months ended September 30, 2017 relate to the change in discount rate as a result of re-measurements of the accumulated postretirement benefit obligation on Company-sponsored post-retiree medical, dental, vision and life insurance benefit plans. These re-measurements were triggered by plan provision changes for active retirees and employees. The Company recorded these (gains) losses in Non-operating (income) expense, net in the unaudited Condensed Consolidated Statements of Operations. |
Operating Segments Level 3 - (T
Operating Segments Level 3 - (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Net Sales (1) : Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Performance Additives $ 239 $ 223 $ 737 $ 670 Formulated and Basic Silicones 395 320 1,151 910 Quartz Technologies 53 51 160 152 Total $ 687 $ 594 $ 2,048 $ 1,732 (1) |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Segment EBITDA: MPM HOLDINGS INC. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Performance Additives $ 47 $ 45 $ 151 $ 140 Formulated and Basic Silicones 51 20 155 71 Quartz Technologies 13 13 34 30 Corporate (9 ) (11 ) (31 ) (31 ) Total $ 102 $ 67 $ 309 $ 210 MOMENTIVE PERFORMANCE MATERIALS INC. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Performance Additives $ 47 $ 45 $ 151 $ 140 Formulated and Basic Silicones 51 20 155 71 Quartz Technologies 13 13 34 30 Corporate (9 ) (11 ) (30 ) (30 ) Total $ 102 $ 67 $ 310 $ 211 |
Reconciliation of Segment EBITDA to Net Income [Table Text Block] | Reconciliation of Net Income (Loss) to Segment EBITDA: MPM HOLDINGS INC. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income (loss) $ 18 $ (8 ) $ 77 $ (19 ) Interest expense, net 21 21 61 60 Income tax expense 12 6 31 11 Depreciation and amortization 40 42 120 117 Items not included in Segment EBITDA: Non-cash charges and other income and expense , net $ (1 ) $ — $ 2 $ 4 Unrealized (gains) losses on pension and postretirement benefits — — (2 ) 1 Restructuring and discrete costs 8 6 11 36 Reorganization items 4 — 9 — Segment EBITDA $ 102 $ 67 $ 309 $ 210 MOMENTIVE PERFORMANCE MATERIALS INC. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income (loss) $ 19 $ (8 ) $ 79 $ (18 ) Interest expense, net 21 21 61 60 Income tax expense 12 6 31 11 Depreciation and amortization 40 42 120 117 Items not included in Segment EBITDA: Non-cash charges and other income and expense , net $ (2 ) $ — $ 1 $ 4 Unrealized (gains) losses on pension and postretirement benefits — — (2 ) 1 Restructuring and discrete costs 8 6 11 36 Reorganization items 4 — 9 — Segment EBITDA $ 102 $ 67 $ 310 $ 211 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income Changes in Accumulated Other Comprehensive Income Level 3 - (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Changes in Accumulated Other Comprehensive Income [Abstract] | |
Changes in Accumulated Other Comprehensive Income [Table Text Block] | Following is a summary of changes in “Accumulated other comprehensive (loss) income” for the three and nine months ended September 30, 2018 and 2017 : Three Months Ended September 30, 2018 2017 Defined Benefit Pension and Postretirement Plans Foreign Currency Translation Adjustments Total Defined Benefit Pension and Postretirement Plans Foreign Currency Translation Adjustments Total Beginning balance $ 33 $ (62 ) $ (29 ) $ 27 $ (62 ) $ (35 ) Other comprehensive income before reclassifications, net of tax — (23 ) (23 ) — 11 11 Amounts reclassified from Accumulated other comprehensive income (loss), net of tax (1 ) — (1 ) (1 ) — (1 ) Net other comprehensive (loss) income (1 ) (23 ) (24 ) (1 ) 11 10 Ending balance $ 32 $ (85 ) $ (53 ) $ 26 $ (51 ) $ (25 ) Nine Months Ended September 30, 2018 2017 Defined Benefit Pension and Postretirement Plans Foreign Currency Translation Adjustments Total Defined Benefit Pension and Postretirement Plans Foreign Currency Translation Adjustments Total Beginning balance $ 30 $ (48 ) $ (18 ) $ 17 $ (93 ) $ (76 ) Other comprehensive income before reclassifications, net of tax (1) (2) 5 (37 ) (32 ) 12 42 54 Amounts reclassified from Accumulated other comprehensive income (loss), net of tax (3 ) — (3 ) (3 ) — (3 ) Net other comprehensive (loss) income 2 (37 ) (35 ) 9 42 51 Ending balance $ 32 $ (85 ) $ (53 ) $ 26 $ (51 ) $ (25 ) (1) Other comprehensive income related to defined benefit pension and postretirement plans for the nine months ended September 30, 2018 , represents the recognition of prior service benefits of $5 , with the corresponding decrease in the projected benefit obligation following certain plan provision changes. (2) Other comprehensive income related to defined benefit pension and postretirement plans for the nine months ended September 30, 2017 , represents the recognition of prior service benefits of $18 , with the corresponding decrease in the projected benefit obligation following certain plan provision changes, reduced by tax expenses of $6 , for the nine months ended September 30, 2017 (see Note 10). |
Loss per Share Level 3 (Tables)
Loss per Share Level 3 (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, (in millions, except share data) 2018 2017 2018 2017 Net income (loss) $ 18 $ (8 ) $ 77 $ (19 ) Weighted average common shares—basic 48,219,157 48,121,634 48,171,413 48,109,535 Effect of dilutive potential common shares 553,171 — 557,942 — Weighted average shares outstanding — diluted 48,772,328 48,121,634 48,729,355 48,109,535 Net income (loss) per common share—basic $ 0.37 $ (0.17 ) $ 1.60 $ (0.39 ) Net income (loss) per common share—diluted $ 0.37 $ (0.17 ) $ 1.58 $ (0.39 ) Antidilutive employee share-based awards, excluded — 310,836 — 129,409 |
Guarantor_Non-Guarantor Subsi_2
Guarantor/Non-Guarantor Subsidiary Financial Information GuarantorNonguarantor Subsidiary Level 3 - (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Income Statements, Captions [Line Items] | |
Schedule of condensed balance sheet | MOMENTIVE PERFORMANCE MATERIALS INC. SEPTEMBER 30, 2018 CONDENSED CONSOLIDATING BALANCE SHEETS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents (including restricted cash of $0, $0, $1 and $1, respectively) $ — $ 70 $ 182 $ — $ 252 Accounts receivable — 120 266 — 386 Due from affiliates — 67 30 (97 ) — Inventories: Raw materials — 84 88 — 172 Finished and in-process goods — 127 165 — 292 Other current assets — 16 36 — 52 Total current assets — 484 767 (97 ) 1,154 Investment in unconsolidated entities 1,738 454 21 (2,192 ) 21 Deferred income taxes — — 10 — 10 Other long-term assets 4 — 10 — 14 Intercompany loans receivable 295 1,024 215 (1,534 ) — Property, plant and equipment, net — 534 601 — 1,135 Goodwill — 105 107 — 212 Other intangible assets, net — 112 156 — 268 Total assets $ 2,037 $ 2,713 $ 1,887 $ (3,823 ) $ 2,814 Liabilities and Equity Current liabilities: Accounts payable $ — $ 105 $ 215 $ — $ 320 Due to affiliates — 30 67 (97 ) — Debt payable within one year — — 36 — 36 Interest payable 25 — — — 25 Income taxes payable — — 11 — 11 Accrued payroll and incentive compensation — 40 29 — 69 Other current liabilities — 35 64 — 99 Total current liabilities 25 210 422 (97 ) 560 Long-term liabilities: Long-term debt 1,211 — — — 1,211 Intercompany loans payable 211 626 697 (1,534 ) — Pension and retirement benefit liabilities — 120 199 — 319 Deferred income taxes — 5 57 — 62 Other long-term liabilities — 14 58 — 72 Total liabilities 1,447 975 1,433 (1,631 ) 2,224 Total equity (deficit) 590 1,738 454 (2,192 ) 590 Total liabilities and equity $ 2,037 $ 2,713 $ 1,887 $ (3,823 ) $ 2,814 MOMENTIVE PERFORMANCE MATERIALS INC. DECEMBER 31, 2017 CONDENSED CONSOLIDATING BALANCE SHEETS Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents (including restricted cash of $0, $0, and $1, respectively) $ 14 $ 1 $ 159 $ — $ 174 Accounts receivable — 94 229 — 323 Due from affiliates 3 62 40 (105 ) — Inventories: Raw materials — 76 77 — 153 Finished and in-process goods — 132 160 — 292 Other current assets — 11 40 — 51 Total current assets 17 376 705 (105 ) 993 Investment in unconsolidated entities 1,640 339 19 (1,979 ) 19 Deferred income taxes — — 11 — 11 Other long-term assets — 1 10 — 11 Intercompany loans receivable 288 978 116 (1,382 ) — Property, plant and equipment, net — 546 621 — 1,167 Goodwill — 105 111 — 216 Other intangible assets, net — 122 178 — 300 Total assets $ 1,945 $ 2,467 $ 1,771 $ (3,466 ) $ 2,717 Liabilities and Equity Current liabilities: Accounts payable $ — $ 95 $ 191 $ — $ 286 Due to affiliates — 40 65 (105 ) — Debt payable within one year — — 36 — 36 Interest payable 12 — — — 12 Income taxes payable — — 7 — 7 Accrued payroll and incentive compensation — 39 29 — 68 Other current liabilities — 33 69 — 102 Total current liabilities 12 207 397 (105 ) 511 Long-term liabilities: Long-term debt 1,192 — — — 1,192 Intercompany loans payable 196 469 717 (1,382 ) — Pension and retirement benefit liabilities — 137 198 — 335 Deferred income taxes — — 60 — 60 Other long-term liabilities — 14 60 — 74 Total liabilities 1,400 827 1,432 (1,487 ) 2,172 Total equity (deficit) 545 1,640 339 (1,979 ) 545 Total liabilities and equity (deficit) $ 1,945 $ 2,467 $ 1,771 $ (3,466 ) $ 2,717 |
Schedule of condensed income statement | MOMENTIVE PERFORMANCE MATERIALS INC. THREE MONTHS ENDED SEPTEMBER 30, 2018 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 320 $ 525 $ (158 ) $ 687 Cost of sales — 263 423 (158 ) 528 Gross profit — 57 102 — 159 Costs and expenses: Selling, general and administrative expense — 41 41 — 82 Research and development expense — 11 6 — 17 Restructuring and discrete costs — 11 (3 ) — 8 Other operating (income) expense, net — (1 ) 2 — 1 Operating (loss) income — (5 ) 56 — 51 Interest expense (income), net 18 (4 ) 7 — 21 Non-operating expense (income), net — — (4 ) — (4 ) Reorganization items, net — 4 — — 4 (Loss) income before income taxes and earnings (losses) from unconsolidated entities (18 ) (5 ) 53 — 30 Income tax expense — 3 9 — 12 (Loss) income before earnings (losses) from unconsolidated entities (18 ) (8 ) 44 — 18 Earnings (losses) from unconsolidated entities, net of taxes 37 45 1 (82 ) 1 Net income (loss) $ 19 $ 37 $ 45 $ (82 ) $ 19 Comprehensive (loss) income $ (5 ) $ 13 $ 24 $ (37 ) $ (5 ) MOMENTIVE PERFORMANCE MATERIALS INC. THREE MONTHS ENDED SEPTEMBER 30, 2017 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 291 $ 459 $ (156 ) $ 594 Cost of sales — 244 385 (156 ) 473 Gross profit — 47 74 — 121 Costs and expenses: Selling, general and administrative expense — 43 41 — 84 Research and development expense — 12 5 — 17 Restructuring and discrete costs — 9 (3 ) — 6 Other operating (income) expense, net — — (1 ) — (1 ) Operating income (loss) — (17 ) 32 — 15 Interest expense (income), net 20 (7 ) 8 — 21 Non-operating (income) expense, net (2 ) (3 ) — — (5 ) (Loss) income before income taxes and earnings (losses) from unconsolidated entities (18 ) (7 ) 24 — (1 ) Income tax expense — 1 5 — 6 (Loss) income before earnings (losses) from unconsolidated entities (18 ) (8 ) 19 — (7 ) Earnings (losses) from unconsolidated entities, net of taxes 10 18 (1 ) (28 ) (1 ) Net (loss) income $ (8 ) $ 10 $ 18 $ (28 ) $ (8 ) Comprehensive income (loss) $ 2 $ 19 $ 16 $ (35 ) $ 2 |
Schedule of condensed cash flow statement | OMENTIVE PERFORMANCE MATERIALS INC. NINE MONTHS ENDED SEPTEMBER 30, 2018 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Eliminations Consolidated Cash flows (used in) provided by operating activities $ (50 ) $ 8 $ 234 $ (21 ) $ 171 Cash flows (used in) provided by investing activities: Capital expenditures — (32 ) (52 ) — (84 ) Purchases of intangible assets — (1 ) — — (1 ) Capital reimbursed from insurance proceeds — — 3 — 3 Return of capital from subsidiary from sales of accounts receivable — 37 (a) — (37 ) — — 4 (49 ) (37 ) (82 ) Cash flows (used in) provided by financing activities: Borrowings of short-term debt — — 36 — 36 Repayments of short-term debt — — (36 ) — (36 ) Net intercompany loan (repayments) borrowings 41 70 (111 ) — — ABL financing fees (4 ) — — — (4 ) Intercompany dividend — (13 ) (8 ) 21 — Common stock dividends paid (1 ) — — — (1 ) Return of capital to parent from sales of accounts receivable — — (37 ) (a) 37 — 36 57 (156 ) 58 (5 ) Decrease in cash, cash equivalents, and restricted cash (14 ) 69 29 — 84 Effect of exchange rate changes on cash, cash equivalents, and restricted cash — — (6 ) — (6 ) Cash, cash equivalents, and restricted cash at beginning of period 14 1 159 — 174 Cash, cash equivalents, and restricted cash at end of period $ — $ 70 $ 182 $ — $ 252 (a) During the nine months ended September 30, 2018 , Momentive Performance Materials USA LLC contributed receivables of $37 to a non-guarantor subsidiary as capital contributions, resulting in a non-cash transaction. During the nine months ended September 30, 2018 , 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. MOMENTIVE PERFORMANCE MATERIALS INC. NINE MONTHS ENDED SEPTEMBER 30, 2017 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Parent Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Eliminations Consolidated Cash flows provided by (used in) operating activities $ 11 $ (34 ) $ 107 $ (36 ) $ 48 Cash flows (used in) provided by investing activities: Capital expenditures — (50 ) (73 ) — (123 ) Purchases of intangible assets — (1 ) (1 ) — (2 ) Purchase of business — (9 ) — — (9 ) Return of capital from subsidiary from sales of accounts receivable — 39 (a) — (39 ) — — (21 ) (74 ) (39 ) (134 ) Cash flows (used in) provided by financing activities: Borrowings of short-term debt — — 35 — 35 Payments of short-term debt — — (36 ) — (36 ) Net intercompany loan (repayments) borrowings (26 ) 68 (42 ) — — Intercompany dividend — (13 ) (23 ) 36 — Common stock dividends paid (1 ) — — — (1 ) Return of capital to parent from sales of accounts receivable — — (39 ) (a) 39 — (27 ) 55 (105 ) 75 (2 ) Decrease in cash, cash equivalents, and restricted cash (16 ) — (72 ) — (88 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash — — 4 — 4 Cash, cash equivalents, and restricted cash at beginning of period 39 1 188 — 228 Cash, cash equivalents, and restricted cash at end of period $ 23 $ 1 $ 120 $ — $ 144 (a) During the nine months ended September 30, 2017 , Momentive Performance Materials USA LLC contributed receivables of $39 to a non-guarantor subsidiary as capital contributions, resulting in a non-cash transaction. During the nine months ended September 30, 2017 , the non-guarantor subsidiary sold the contributed receivables to certain banks under various supplier financing agreements. The cash proceeds were returned to Momentive Performance Materials USA LLC by the non-guarantor subsidiary as a return of capital. The sale of receivables has been included within cash flows from operating activities on the Combined Non-Guarantor Subsidiaries. The return of the cash proceeds from the sale of receivables has been included as a financing outflow and an investing inflow on the Combined Non-Guarantor Subsidiaries and the Combined Guarantor Subsidiaries, respectively. |
Business and Basis of Presentat
Business and Basis of Presentation Business and Basis of Presentation Level 4 - (Details) | 9 Months Ended |
Sep. 30, 2018Number_Of_Operating_Segments | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 4 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 687 | $ 594 | $ 2,048 | $ 1,732 |
Agriculture [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 14 | 12 | 41 | 35 |
Automotive [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 113 | 102 | 360 | 316 |
Construction [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 76 | 68 | 218 | 200 |
Consumer [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 144 | 148 | 447 | 425 |
Electronics [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 46 | 45 | 140 | 128 |
Energy [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 19 | 15 | 53 | 44 |
Healthcare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 17 | 17 | 51 | 46 |
Industrial [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 155 | 120 | 433 | 342 |
Personal Care [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 76 | 52 | 203 | 145 |
Textiles [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 13 | 14 | 46 | 39 |
Others [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 14 | $ 1 | $ 56 | $ 12 |
Business Acquisition (Details)
Business Acquisition (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Goodwill | $ 212 | $ 216 |
Restructuring Expenses (Details
Restructuring Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Reorganization Expenses [Line Items] | |||||||
Business Combination, Integration Related Costs | $ 6 | $ 9 | $ 9 | $ 18 | |||
Payments for Restructuring | (2) | $ (1) | $ (2) | ||||
Restructuring Charges | 2 | 8 | 0 | 10 | |||
Restructuring Reserve, Accrual Adjustment | 0 | 0 | 0 | ||||
Restructuring Reserve, Accrued Liability | 9 | $ 9 | $ 2 | 9 | $ 4 | ||
Performance Additives [Member] | |||||||
Reorganization Expenses [Line Items] | |||||||
Restructuring Charges | $ 0 | $ 0 |
Restructuring Expenses Restruct
Restructuring Expenses Restructuring Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | ||||
Insurance Recoveries | $ 0 | $ 5 | $ 8 | $ 15 |
Related Party Transactions Le_2
Related Party Transactions Level 4 - (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||||
Document Period End Date | Sep. 30, 2018 | ||||
Shared Service Billings - Hexion to MPM | $ 11 | $ 0 | |||
Sales under Related Party Distribution Agreement | $ 8 | $ 6 | 24 | 17 | |
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 1 | ||||
Shared Services Costs Incurred by Hexion | 22 | 41 | |||
Accounts Receivable from Distribution Agreement | 3 | 3 | $ 2 | ||
Hexion [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shared Services Costs Incurred by MPM | 15 | $ 29 | |||
Hexion [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to Affiliate | $ 1 | $ 1 | $ 3 |
Fair Value Measurements Level 4
Fair Value Measurements Level 4 - (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable | $ 1,247 | $ 1,228 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable | 0 | 0 |
Fair value, inputs, level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable | 1,444 | 1,391 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable | 0 | 0 |
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 |
Debt Obligations Level 4 - (Det
Debt Obligations Level 4 - (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Line of Credit Facility, Increase (Decrease), Net | $ 30 | ||
Line of Credit Facility, Current Borrowing Capacity | 300 | ||
Debt Issuance Costs, Gross | $ 4 | ||
Letters of Credit Outstanding, Amount | $ (53) | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 247 | ||
Document Period End Date | Sep. 30, 2018 | ||
Current Fiscal Year End Date | --12-31 | ||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 4.31% | ||
Long-term debt | $ 1,211 | $ 1,192 | |
Long-term debt, current maturities | $ 36 | 36 | |
3.88% First-Priority Senior Secured Notes due 2021 [Member] [Domain] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate at period end | 3.88% | ||
Secured Debt | $ 1,100 | ||
Long-term debt | 1,030 | 1,015 | |
Long-term debt, current maturities | 0 | 0 | |
Debt instrument, unamortized discount | $ 75 | 85 | |
Debt instrument, maturity date | Oct. 24, 2021 | ||
4.69% Second-Priority Senior Secured Notes due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate at period end | 4.69% | ||
Secured Debt | $ 202 | ||
Long-term debt | 181 | 177 | |
Long-term debt, current maturities | 0 | 0 | |
Debt instrument, unamortized discount | $ 23 | 25 | |
Debt instrument, maturity date | Apr. 24, 2022 | ||
Agricultural Bank of China, Fixed Asset Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | 0 | |
Long-term debt, current maturities | 36 | 36 | |
Revolving credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 0 | |
Long-term debt, current maturities | $ 0 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies Level 4 - (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Loss Contingencies [Line Items] | ||
Document Period End Date | Sep. 30, 2018 | |
Accrual for Environmental Loss Contingencies | $ 12 | |
Non-environmental legal accrual | $ 5 | $ 4 |
Waterford, NY site [Domain] | ||
Loss Contingencies [Line Items] | ||
Accrual for Environmental Loss Contingencies, Discount Rate | 3.00% | |
Accrual for Environmental Loss Contingencies, Payment Period | 50 years | |
Site Contingency, Accrual, Undiscounted Amount | $ 17 | |
Accrual for Environmental Loss Contingencies, Undiscounted, Due in Next Five Years | $ 2 |
Equity Plans and Stock Based _3
Equity Plans and Stock Based Compensation Summary of Stock Based Compensation Award Terms Level 4 (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2018 | |
Summary of share based compensation award terms [Line Items] | ||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 3,818,182 | |
Tranche A Options [Member] | ||
Summary of share based compensation award terms [Line Items] | ||
Term used in valuation model | 10 years | |
Tranche B Options [Member] | ||
Summary of share based compensation award terms [Line Items] | ||
Term used in valuation model | 10 years |
Equity Plans and Stock Based _4
Equity Plans and Stock Based Compensation Stock Options Level 4 - (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | May 19, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 15 | ||
Document Period End Date | Sep. 30, 2018 | ||
Tranche A Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Grants in Period, Gross | 0 | ||
Options, Exercises in Period, Shares | 0 | ||
Options, Forfeitures in Period, Shares | 0 | ||
Options, Expirations in Period, Shares | 0 | ||
Options, Outstanding, Shares | 782,040 | 782,040 | |
Options, Outstanding, Weighted Average Exercise Price | $ 10.33 | $ 10.33 | |
Options, Grants in Period, Weighted Average Exercise Price | |||
Options, Exercises in Period, Weighted Average Exercise Price | |||
Options, Forfeitures in Period, Weighted Average Exercise Price | |||
Options, Expirations in Period, Weighted Average Exercise Price | |||
Tranche B Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Grants in Period, Gross | 0 | ||
Options, Exercises in Period, Shares | 0 | ||
Options, Forfeitures in Period, Shares | 0 | ||
Options, Expirations in Period, Shares | 0 | ||
Options, Outstanding, Shares | 782,040 | 782,040 | |
Options, Outstanding, Weighted Average Exercise Price | $ 10.33 | $ 10.33 | |
Options, Grants in Period, Weighted Average Exercise Price | |||
Options, Exercises in Period, Weighted Average Exercise Price | |||
Options, Forfeitures in Period, Weighted Average Exercise Price | |||
Options, Expirations in Period, Weighted Average Exercise Price | |||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, nonvested awards, compensation cost not yet recognized | $ 14,000,000 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 770,133 | 712,376 | |
Options, Expirations in Period, Weighted Average Exercise Price | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 22.72 | $ 19.92 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 175,413 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 31.85 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (98,756) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 19.46 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (18,900) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 20.33 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | 0 |
Equity Plans and Stock Based _5
Equity Plans and Stock Based Compensation Restricted Stock Units Level 4 (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSU stock-based compensation expense | $ 3 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs, grants in period, shares | 175,413 | |||
RSUs, vested in period, shares | 98,756 | |||
RSUs, forfeited in period, shares | 18,900 | |||
RSUs, expired in period, shares | 0 | |||
RSUs, outstanding, shares | 770,133 | 770,133 | 712,376 | |
RSUs outstanding, Weighted Average Grant Date Fair Value | $ 22.72 | $ 22.72 | $ 19.92 | |
RSUs, Grants in Period, Weighted Average Grant Date Fair Value | 31.85 | |||
RSUs, Vested in Period, Weighted Average Grant Date Fair Value | 19.46 | |||
RSUs, Forfeitures, weighted average grant date fair value | $ 20.33 | |||
RSU stock-based compensation expense | $ 1 | $ 3 | ||
Unrecognized compensation expense related to RSU awards | 2 | 2 | ||
MPM Inc [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSU stock-based compensation expense | $ 1 | $ 0 | $ 2 |
Pension Plans and Other Postr_3
Pension Plans and Other Postretirement Benefits Level 4 - (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost recorded in cost of sales | $ 3 | $ 0 | $ 10 | $ 10 |
Other comprehensive loss before reclassifications, net of tax | (23) | 11 | (32) | 54 |
Amounts reclassified from Accumulated other comprehensive loss, net of tax | (1) | (1) | (3) | (3) |
Recognized actuarial loss | 2 | (1) | ||
Net Other Comprehensive Income | (24) | 10 | (35) | 51 |
Service cost recorded in selling, general and administrative | 1 | 2 | 3 | 4 |
UNITED STATES | Postretirement [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 0 | 0 | 1 | 1 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Recognized actuarial loss | 2 | (1) | ||
Total | (1) | (1) | (4) | (1) |
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | (1) | (1) | (3) | (3) |
UNITED STATES | Pension Plans, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 1 | 2 | 4 | 5 |
Interest cost | 2 | 2 | 7 | 7 |
Expected return on plan assets | (3) | (2) | (9) | (7) |
Recognized actuarial loss | 0 | 0 | ||
Total | 0 | 2 | 2 | 5 |
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | 0 | 0 | 0 | 0 |
Other international [Member] | Postretirement [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 0 | 0 | 0 | 0 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Recognized actuarial loss | 0 | 0 | ||
Total | 0 | 0 | 0 | 0 |
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | 0 | 0 | 0 | 0 |
Other international [Member] | Pension Plans, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 3 | 3 | 9 | 9 |
Interest cost | 1 | 0 | 3 | 2 |
Expected return on plan assets | 0 | 0 | (1) | 0 |
Recognized actuarial loss | 0 | |||
Total | 4 | 3 | 11 | 11 |
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Segments Operating Se
Operating Segments Operating Segments Level 4 - (Details) - Revenue by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Segment Reporting Information [Line Items] | ||||||
Net sales | $ 687 | $ 594 | $ 2,048 | $ 1,732 | ||
Performance Additives [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 239 | 223 | 737 | [1] | 670 | [1] |
Formulated and Basic Silicones [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 395 | 320 | 1,151 | [1] | 910 | [1] |
Quartz [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | $ 53 | $ 51 | $ 160 | [1] | $ 152 | [1] |
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Operating Segments Operating _2
Operating Segments Operating Segments Level 4 - (Details) - EBITDA by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | $ 102 | $ 67 | $ 309 | $ 210 |
Quartz [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Income tax expense benefit addback to EBITDA | 6 | 31 | 11 | |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | (11) | (31) | ||
MPM Inc [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 102 | 67 | 310 | 211 |
Income tax expense benefit addback to EBITDA | 12 | 6 | (31) | (11) |
MPM Inc [Member] | Silicones [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 45 | 151 | 140 | |
MPM Inc [Member] | Performance Additives [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 47 | |||
MPM Inc [Member] | Formulated and Basic Silicones [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 51 | 20 | 155 | 71 |
MPM Inc [Member] | Quartz [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 13 | 13 | 34 | 30 |
MPM Inc [Member] | Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | (9) | (11) | (30) | (30) |
MPM Holdings Inc [Member] [Domain] | Performance Additives [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 47 | 45 | 151 | 140 |
MPM Holdings Inc [Member] [Domain] | Formulated and Basic Silicones [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 51 | $ 20 | 155 | $ 71 |
MPM Holdings Inc [Member] [Domain] | Quartz [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 13 | 34 | ||
MPM Holdings Inc [Member] [Domain] | Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | $ (9) | $ (31) |
Operating Segments Operating _3
Operating Segments Operating Segments Level 4 - (Details) - Reconciliation of Segment EBITDA to Net Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | $ 102 | $ 67 | $ 309 | $ 210 |
Non-cash charges | (1) | 0 | 2 | 4 |
Unrealized gains from pension liability | 0 | (2) | 1 | |
Restructuring and other costs | 6 | 11 | 36 | |
Reorganization Items | (4) | 0 | (9) | 0 |
Interest expense, net | 21 | 21 | 61 | 60 |
Depreciation and amortization | (120) | (117) | ||
Net income (loss) | 18 | (8) | 77 | (19) |
Silicones [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Interest expense, net | (21) | (61) | (60) | |
Quartz [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Income Tax Expense (Benefit) | (6) | (31) | (11) | |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | (11) | (31) | ||
Depreciation and amortization | (42) | (120) | (117) | |
MPM Inc [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 102 | 67 | 310 | 211 |
Non-cash charges | (2) | 0 | 1 | 4 |
Unrealized gains from pension liability | 0 | 0 | (2) | 1 |
Restructuring and other costs | 8 | 6 | 11 | 36 |
Reorganization Items | (4) | 0 | (9) | 0 |
Interest expense, net | 21 | 21 | 61 | 60 |
Income Tax Expense (Benefit) | (12) | (6) | 31 | 11 |
Depreciation and amortization | (40) | (42) | (120) | (117) |
Net income (loss) | 19 | (8) | 79 | (18) |
MPM Inc [Member] | Silicones [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 45 | 151 | 140 | |
MPM Inc [Member] | Quartz [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 13 | 13 | 34 | 30 |
MPM Inc [Member] | Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | (9) | (11) | (30) | (30) |
MPM Inc [Member] | Performance Additives [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 47 | |||
MPM Inc [Member] | Formulated and Basic Silicones [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 51 | 20 | 155 | 71 |
MPM Holdings Inc [Member] [Domain] | Quartz [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 13 | 34 | ||
MPM Holdings Inc [Member] [Domain] | Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | (9) | (31) | ||
MPM Holdings Inc [Member] [Domain] | Performance Additives [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | 47 | 45 | 151 | 140 |
MPM Holdings Inc [Member] [Domain] | Formulated and Basic Silicones [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment EBITDA | $ 51 | $ 20 | $ 155 | $ 71 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Income Changes in Accumulated Other Comprehensive Income Level 4 - (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, before Tax | $ 5,000,000 | $ 18,000,000 | |||||||
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax | 32,000,000 | $ 32,000,000 | $ 33,000,000 | $ 30,000,000 | $ 26,000,000 | $ 27,000,000 | $ 17,000,000 | ||
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax | 0 | $ 0 | 5,000,000 | 12,000,000 | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (23,000,000) | 11,000,000 | (37,000,000) | 42,000,000 | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Tax | 0 | 0 | 0 | 0 | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (25,000,000) | (18,000,000) | (76,000,000) | ||||||
Other comprehensive loss before reclassifications, net of tax | (23,000,000) | 11,000,000 | (32,000,000) | 54,000,000 | |||||
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, after Tax | (1,000,000) | (1,000,000) | (3,000,000) | (3,000,000) | |||||
Amounts reclassified from Accumulated other comprehensive loss, net of tax | (1,000,000) | (1,000,000) | (3,000,000) | (3,000,000) | |||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent | (1,000,000) | 9,000,000 | |||||||
Other comprehensive income (loss), foreign currency transaction and translation adjustment, net of tax | 11,000,000 | 42,000,000 | |||||||
Net Other Comprehensive Income | (24,000,000) | 10,000,000 | (35,000,000) | 51,000,000 | |||||
Other Comprehensive Income (Loss), Net of Tax | (24,000,000) | 10,000,000 | (35,000,000) | 51,000,000 | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | (53,000,000) | (53,000,000) | |||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | (85,000,000) | (85,000,000) | $ (62,000,000) | $ (48,000,000) | $ (51,000,000) | $ (62,000,000) | $ (93,000,000) | ||
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, Tax | 6 | ||||||||
MPM Inc [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (18,000,000) | ||||||||
Other Comprehensive Income (Loss), Net of Tax | (24,000,000) | $ 10,000,000 | (35,000,000) | $ 51,000,000 | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | $ (53,000,000) | (53,000,000) | |||||||
MPM Inc [Member] | AOCI Attributable to Parent [Member] | |||||||||
Other Comprehensive Income (Loss), Net of Tax | $ (35,000,000) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Contingency [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | 41.00% | (600.00%) | 29.00% | (157.00%) |
Tax Adjustments, Settlements, and Unusual Provisions | $ 3,000,000 | $ 2,000,000 | $ 0 | $ 0 |
Income tax expense (benefit) | $ 12,000,000 | $ 6,000,000 | 31,000,000 | $ 11,000,000 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 2 | |||
MPM Inc [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | 40.00% | (600.00%) | 29.00% | (183.00%) |
Income tax expense (benefit) | $ 12,000,000 | $ 6,000,000 | $ 31,000,000 | $ 11,000,000 |
Minimum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Increase in Unrecognized Tax Benefits is Reasonably Possible | 0 | 0 | ||
Maximum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Increase in Unrecognized Tax Benefits is Reasonably Possible | $ 50 | $ 50 |
Loss per Share Level 4 (Details
Loss per Share Level 4 (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net Income (Loss) Attributable to Parent | $ 18 | $ (8) | $ 77 | $ (19) |
Weighted average number of shares outstanding, basic | 48,219,157 | 48,121,634 | 48,171,413 | 48,109,535 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 553,171 | 0 | 557,942 | 0 |
Weighted average number of shares outstanding, diluted | 48,772,328 | 48,121,634 | 48,729,355 | 48,109,535 |
Earnings per share, basic | $ 0.37 | $ (0.17) | $ 1.60 | $ (0.39) |
Earnings per share, diluted | $ 0.37 | $ (0.17) | $ 1.58 | $ (0.39) |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 310,836 | 0 | 129,409 |
GuarantorNonguarantor Subsidiar
GuarantorNonguarantor Subsidiary Level 4 - (Details) - Intro paragraph $ in Millions | Sep. 30, 2018USD ($)Rate |
Debt Instrument [Line Items] | |
Guarantor subsidiary ownership percentage by Parent | 100.00% |
3.88% First-Priority Senior Secured Notes due 2021 [Member] [Domain] | |
Debt Instrument [Line Items] | |
Secured debt | $ | $ 1,100 |
Debt instrument, interest rate at period end | Rate | 3.88% |
4.69% Second-Priority Senior Secured Notes due 2022 [Member] | |
Debt Instrument [Line Items] | |
Secured debt | $ | $ 202 |
Debt instrument, interest rate at period end | Rate | 4.69% |
Guarantor_Non-Guarantor Subsi_3
Guarantor/Non-Guarantor Subsidiary Financial Information GuarantorNonguarantor Subsidiary Level 4 - (Details) - Balance Sheet - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash and cash equivalents (including restricted cash) | $ 252 | $ 174 | |
Accounts receivable | 386 | 323 | |
Inventory, Raw Materials, Net of Reserves | 172 | 153 | |
Finished goods | 292 | 292 | |
Other current assets | 52 | 51 | |
Total current assets | 1,154 | 993 | |
Investment in unconsolidated entities | 21 | 19 | |
Deferred income taxes | 10 | 11 | |
Other long-term assets | 14 | 11 | |
Property, Plant and Equipment, Net | 1,135 | 1,167 | |
Goodwill | 212 | 216 | |
Intangible assets, net | 268 | 300 | |
Total assets | 2,814 | 2,717 | |
Current liabilities: | |||
Long-term debt, current maturities | 36 | 36 | |
Accrued Salaries, Current | 69 | 68 | |
Interest and Dividends Payable, Current | 25 | 12 | |
Accrued Income Taxes, Current | 11 | 7 | |
Accrued expenses and other liabilities | 100 | 103 | |
Total current liabilities | 561 | 512 | |
Long-term debt | 1,211 | 1,192 | |
Liability, Defined Benefit Plan, Noncurrent | 319 | 335 | |
Deferred income taxes | 62 | 60 | |
Other Liabilities, Noncurrent | 72 | 74 | |
Total liabilities | 2,225 | 2,173 | |
Total deficit | 589 | 544 | |
Total liabilities and equity (deficit) | 2,814 | 2,717 | |
Accounts Payable, Current | 320 | 286 | |
MPM Inc [Member] | |||
Current assets: | |||
Cash and cash equivalents (including restricted cash) | 252 | 174 | $ 228 |
Accounts receivable | 386 | 323 | |
Due from affiliates | 0 | 0 | |
Inventory, Raw Materials, Net of Reserves | 172 | 153 | |
Finished goods | 292 | 292 | |
Other current assets | 52 | 51 | |
Total current assets | 1,154 | 993 | |
Investment in unconsolidated entities | 21 | 19 | |
Deferred income taxes | 10 | 11 | |
Other long-term assets | 14 | 11 | |
Due From Intercompany Borrowing, Noncurrent | 0 | 0 | |
Property, Plant and Equipment, Net | 1,135 | 1,167 | |
Goodwill | 212 | 216 | |
Intangible assets, net | 268 | 300 | |
Total assets | 2,814 | 2,717 | |
Current liabilities: | |||
Due to affiliates | 0 | 0 | |
Long-term debt, current maturities | 36 | 36 | |
Accrued Salaries, Current | 69 | 68 | |
Interest and Dividends Payable, Current | 25 | 12 | |
Accrued Income Taxes, Current | 11 | 7 | |
Accrued expenses and other liabilities | 99 | 102 | |
Total current liabilities | 560 | 511 | |
Long-term debt | 1,211 | 1,192 | |
Due To Intercompay Borrowing, Noncurrent | 0 | 0 | |
Liability, Defined Benefit Plan, Noncurrent | 319 | 335 | |
Deferred income taxes | 62 | 60 | |
Other Liabilities, Noncurrent | 72 | 74 | |
Total liabilities | 2,224 | 2,172 | |
Total deficit | 590 | 545 | |
Total liabilities and equity (deficit) | 2,814 | 2,717 | |
Accounts Payable, Current | 320 | 286 | |
Eliminations [Member] | MPM Inc [Member] | |||
Current assets: | |||
Cash and cash equivalents (including restricted cash) | 0 | 0 | |
Accounts receivable | 0 | 0 | |
Due from affiliates | (97) | (105) | |
Inventory, Raw Materials, Net of Reserves | 0 | 0 | |
Finished goods | 0 | 0 | |
Other current assets | 0 | 0 | |
Total current assets | (97) | (105) | |
Investment in unconsolidated entities | (2,192) | (1,979) | |
Deferred income taxes | 0 | 0 | |
Other long-term assets | 0 | 0 | |
Due From Intercompany Borrowing, Noncurrent | (1,534) | (1,382) | |
Property, Plant and Equipment, Net | 0 | 0 | |
Goodwill | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Total assets | (3,823) | (3,466) | |
Current liabilities: | |||
Due to affiliates | (97) | (105) | |
Long-term debt, current maturities | 0 | 0 | |
Accrued Salaries, Current | 0 | 0 | |
Interest and Dividends Payable, Current | 0 | 0 | |
Accrued Income Taxes, Current | 0 | 0 | |
Accrued expenses and other liabilities | 0 | 0 | |
Total current liabilities | (97) | (105) | |
Long-term debt | 0 | 0 | |
Due To Intercompay Borrowing, Noncurrent | (1,534) | (1,382) | |
Liability, Defined Benefit Plan, Noncurrent | 0 | 0 | |
Deferred income taxes | 0 | 0 | |
Other Liabilities, Noncurrent | 0 | 0 | |
Total liabilities | (1,631) | (1,487) | |
Total deficit | (2,192) | (1,979) | |
Total liabilities and equity (deficit) | (3,823) | (3,466) | |
Accounts Payable, Current | 0 | 0 | |
Parent company [Member] | Reportable Legal Entities [Member] | MPM Inc [Member] | |||
Current assets: | |||
Cash and cash equivalents (including restricted cash) | 0 | 14 | 39 |
Accounts receivable | 0 | 0 | |
Due from affiliates | 0 | 3 | |
Inventory, Raw Materials, Net of Reserves | 0 | 0 | |
Finished goods | 0 | 0 | |
Other current assets | 0 | 0 | |
Total current assets | 0 | 17 | |
Investment in unconsolidated entities | 1,738 | 1,640 | |
Deferred income taxes | 0 | 0 | |
Other long-term assets | 4 | 0 | |
Due From Intercompany Borrowing, Noncurrent | 295 | 288 | |
Property, Plant and Equipment, Net | 0 | 0 | |
Goodwill | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Total assets | 2,037 | 1,945 | |
Current liabilities: | |||
Due to affiliates | 0 | 0 | |
Long-term debt, current maturities | 0 | 0 | |
Accrued Salaries, Current | 0 | 0 | |
Interest and Dividends Payable, Current | 25 | 12 | |
Accrued Income Taxes, Current | 0 | 0 | |
Accrued expenses and other liabilities | 0 | 0 | |
Total current liabilities | 25 | 12 | |
Long-term debt | 1,211 | 1,192 | |
Due To Intercompay Borrowing, Noncurrent | 211 | 196 | |
Liability, Defined Benefit Plan, Noncurrent | 0 | 0 | |
Deferred income taxes | 0 | 0 | |
Other Liabilities, Noncurrent | 0 | 0 | |
Total liabilities | 1,447 | 1,400 | |
Total deficit | 590 | 545 | |
Total liabilities and equity (deficit) | 2,037 | 1,945 | |
Accounts Payable, Current | 0 | 0 | |
Guarantor subsidiaries [Member] | Reportable Legal Entities [Member] | MPM Inc [Member] | |||
Current assets: | |||
Cash and cash equivalents (including restricted cash) | 70 | 1 | 1 |
Accounts receivable | 120 | 94 | |
Due from affiliates | 67 | 62 | |
Inventory, Raw Materials, Net of Reserves | 84 | 76 | |
Finished goods | 127 | 132 | |
Other current assets | 16 | 11 | |
Total current assets | 484 | 376 | |
Investment in unconsolidated entities | 454 | 339 | |
Deferred income taxes | 0 | 0 | |
Other long-term assets | 0 | 1 | |
Due From Intercompany Borrowing, Noncurrent | 1,024 | 978 | |
Property, Plant and Equipment, Net | 534 | 546 | |
Goodwill | 105 | 105 | |
Intangible assets, net | 112 | 122 | |
Total assets | 2,713 | 2,467 | |
Current liabilities: | |||
Due to affiliates | 30 | 40 | |
Long-term debt, current maturities | 0 | 0 | |
Accrued Salaries, Current | 40 | 39 | |
Interest and Dividends Payable, Current | 0 | 0 | |
Accrued Income Taxes, Current | 0 | 0 | |
Accrued expenses and other liabilities | 35 | 33 | |
Total current liabilities | 210 | 207 | |
Long-term debt | 0 | 0 | |
Due To Intercompay Borrowing, Noncurrent | 626 | 469 | |
Liability, Defined Benefit Plan, Noncurrent | 120 | 137 | |
Deferred income taxes | 5 | 0 | |
Other Liabilities, Noncurrent | 14 | 14 | |
Total liabilities | 975 | 827 | |
Total deficit | 1,738 | 1,640 | |
Total liabilities and equity (deficit) | 2,713 | 2,467 | |
Accounts Payable, Current | 105 | 95 | |
Non-Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member] | MPM Inc [Member] | |||
Current assets: | |||
Cash and cash equivalents (including restricted cash) | 182 | 159 | $ 188 |
Accounts receivable | 266 | 229 | |
Due from affiliates | 30 | 40 | |
Inventory, Raw Materials, Net of Reserves | 88 | 77 | |
Finished goods | 165 | 160 | |
Other current assets | 36 | 40 | |
Total current assets | 767 | 705 | |
Investment in unconsolidated entities | 21 | 19 | |
Deferred income taxes | 10 | 11 | |
Other long-term assets | 10 | 10 | |
Due From Intercompany Borrowing, Noncurrent | 215 | 116 | |
Property, Plant and Equipment, Net | 601 | 621 | |
Goodwill | 107 | 111 | |
Intangible assets, net | 156 | 178 | |
Total assets | 1,887 | 1,771 | |
Current liabilities: | |||
Due to affiliates | 67 | 65 | |
Long-term debt, current maturities | 36 | 36 | |
Accrued Salaries, Current | 29 | 29 | |
Interest and Dividends Payable, Current | 0 | 0 | |
Accrued Income Taxes, Current | 11 | 7 | |
Accrued expenses and other liabilities | 64 | 69 | |
Total current liabilities | 422 | 397 | |
Long-term debt | 0 | 0 | |
Due To Intercompay Borrowing, Noncurrent | 697 | 717 | |
Liability, Defined Benefit Plan, Noncurrent | 199 | 198 | |
Deferred income taxes | 57 | 60 | |
Other Liabilities, Noncurrent | 58 | 60 | |
Total liabilities | 1,433 | 1,432 | |
Total deficit | 454 | 339 | |
Total liabilities and equity (deficit) | 1,887 | 1,771 | |
Accounts Payable, Current | $ 215 | $ 191 |
Guarantor_Non-Guarantor Subsi_4
Guarantor/Non-Guarantor Subsidiary Financial Information GuarantorNonguarantor Subsidiary Level 4 - (Details) - Statement of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Document Period End Date | Sep. 30, 2018 | |||
Net sales | $ 687 | $ 594 | $ 2,048 | $ 1,732 |
Cost of goods sold | 528 | 473 | 1,562 | 1,378 |
Gross profit | 159 | 121 | 486 | 354 |
Selling, general and administrative expenses | 83 | 84 | 255 | 251 |
Costs and expenses: | ||||
Research and development expense | 17 | 17 | 52 | 48 |
Restructuring and Discrete Costs | 8 | 6 | 11 | 6 |
Other Operating Income | 1 | (1) | (1) | 3 |
Operating (loss) income | 50 | 15 | 169 | 46 |
Other income (expense): | ||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 29 | (1) | 106 | (7) |
Income tax expense (benefit) | 12 | 6 | 31 | 11 |
Earnings (loss) before earnings losses from unconsolidated entities | 17 | (7) | 75 | (18) |
Earnings from unconsolidated entities, net of taxes | 1 | (1) | 2 | (1) |
Net income (loss) | 18 | (8) | 77 | (19) |
Other Comprehensive Income (Loss), Net of Tax | (24) | 10 | (35) | 51 |
Comprehensive loss | (6) | 2 | 42 | 32 |
Interest expense, net | 21 | 21 | 61 | 60 |
Other non-operating expense (income), net | (4) | (5) | (7) | (7) |
Reorganization Items | 4 | 0 | $ 9 | 0 |
MPM Inc [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Document Period End Date | Sep. 30, 2018 | |||
Net sales | 687 | 594 | $ 2,048 | 1,732 |
Cost of goods sold | 528 | 473 | 1,562 | 1,378 |
Gross profit | 159 | 121 | 486 | 354 |
Selling, general and administrative expenses | 82 | 84 | 253 | 250 |
Costs and expenses: | ||||
Research and development expense | 17 | 17 | 52 | 48 |
Restructuring and Discrete Costs | 8 | 6 | 11 | 6 |
Other Operating Income | 1 | (1) | (1) | 3 |
Operating (loss) income | 51 | 15 | 171 | 47 |
Other income (expense): | ||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 30 | (1) | 108 | (6) |
Income tax expense (benefit) | 12 | 6 | 31 | 11 |
Earnings (loss) before earnings losses from unconsolidated entities | 18 | (7) | 77 | (17) |
Earnings from unconsolidated entities, net of taxes | 1 | (1) | 2 | (1) |
Net income (loss) | 19 | (8) | 79 | (18) |
Other Comprehensive Income (Loss), Net of Tax | (24) | 10 | (35) | 51 |
Comprehensive loss | (5) | 2 | 44 | 33 |
Interest expense, net | 21 | 21 | 61 | 60 |
Other non-operating expense (income), net | (4) | (5) | (7) | (7) |
Reorganization Items | 4 | 0 | 9 | 0 |
Eliminations [Member] | ||||
Other income (expense): | ||||
Reorganization Items | 0 | 0 | ||
Eliminations [Member] | MPM Inc [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | (158) | (156) | (507) | (484) |
Cost of goods sold | (158) | (156) | (507) | (484) |
Gross profit | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Costs and expenses: | ||||
Research and development expense | 0 | 0 | 0 | 0 |
Restructuring and Discrete Costs | 0 | 0 | 0 | 0 |
Other Operating Income | 0 | 0 | 0 | 0 |
Operating (loss) income | 0 | 0 | 0 | 0 |
Other income (expense): | ||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 0 | 0 | 0 | 0 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Earnings (loss) before earnings losses from unconsolidated entities | 0 | 0 | 0 | 0 |
Earnings from unconsolidated entities, net of taxes | (82) | (28) | (287) | (102) |
Net income (loss) | (82) | (28) | (287) | (102) |
Comprehensive loss | (37) | (35) | (224) | (161) |
Interest expense, net | 0 | 0 | 0 | 0 |
Other non-operating expense (income), net | 0 | 0 | 0 | 0 |
Parent company [Member] | Reportable Legal Entities [Member] | MPM Inc [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of goods sold | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Costs and expenses: | ||||
Research and development expense | 0 | 0 | 0 | 0 |
Restructuring and Discrete Costs | 0 | 0 | 0 | 0 |
Other Operating Income | 0 | 0 | 0 | 0 |
Operating (loss) income | 0 | 0 | 0 | 0 |
Other income (expense): | ||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | (18) | (18) | (57) | (53) |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Earnings (loss) before earnings losses from unconsolidated entities | (18) | (18) | (57) | (53) |
Earnings from unconsolidated entities, net of taxes | 37 | 10 | 136 | 35 |
Net income (loss) | 19 | (8) | 79 | (18) |
Comprehensive loss | (5) | 2 | 44 | 33 |
Interest expense, net | 18 | 20 | 57 | 56 |
Other non-operating expense (income), net | 0 | (2) | 0 | (3) |
Reorganization Items | 0 | 0 | ||
Guarantor subsidiaries [Member] | Reportable Legal Entities [Member] | MPM Inc [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 320 | 291 | 956 | 852 |
Cost of goods sold | 263 | 244 | 777 | 733 |
Gross profit | 57 | 47 | 179 | 119 |
Selling, general and administrative expenses | 41 | 43 | 154 | 134 |
Costs and expenses: | ||||
Research and development expense | 11 | 12 | 33 | 32 |
Restructuring and Discrete Costs | 11 | 9 | 20 | 14 |
Other Operating Income | (1) | 0 | (2) | 0 |
Operating (loss) income | (5) | (17) | (26) | (61) |
Other income (expense): | ||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | (5) | (7) | (10) | (37) |
Income tax expense (benefit) | 3 | 1 | 5 | (5) |
Earnings (loss) before earnings losses from unconsolidated entities | (8) | (8) | (15) | (32) |
Earnings from unconsolidated entities, net of taxes | 45 | 18 | 151 | 67 |
Net income (loss) | 37 | 10 | 136 | 35 |
Comprehensive loss | 13 | 19 | 101 | 85 |
Interest expense, net | (4) | (7) | (17) | (20) |
Other non-operating expense (income), net | 0 | (3) | (8) | (4) |
Reorganization Items | 4 | 9 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Other income (expense): | ||||
Reorganization Items | 0 | 0 | ||
Non-Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member] | MPM Inc [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 525 | 459 | 1,599 | 1,364 |
Cost of goods sold | 423 | 385 | 1,292 | 1,129 |
Gross profit | 102 | 74 | 307 | 235 |
Selling, general and administrative expenses | 41 | 41 | 99 | 116 |
Costs and expenses: | ||||
Research and development expense | 6 | 5 | 19 | 16 |
Restructuring and Discrete Costs | (3) | (3) | (9) | (8) |
Other Operating Income | 2 | (1) | 1 | 3 |
Operating (loss) income | 56 | 32 | 197 | 108 |
Other income (expense): | ||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 53 | 24 | 175 | 84 |
Income tax expense (benefit) | 9 | 5 | 26 | 16 |
Earnings (loss) before earnings losses from unconsolidated entities | 44 | 19 | 149 | 68 |
Earnings from unconsolidated entities, net of taxes | 1 | (1) | 2 | (1) |
Net income (loss) | 45 | 18 | 151 | 67 |
Comprehensive loss | 24 | 16 | 123 | 76 |
Interest expense, net | 7 | 8 | 21 | 24 |
Other non-operating expense (income), net | $ (4) | $ 0 | $ 1 | $ 0 |
Guarantor_Non-Guarantor Subsi_5
Guarantor/Non-Guarantor Subsidiary Financial Information GuarantorNonguarantor Subsidiary Level 4 - (Details) - Statement of Cash Flows - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |||
Repayments of Short-term Debt | $ (36) | $ (36) | |
Payments of Debt Issuance Costs | $ (4) | 0 | |
Net cash (used in) provided by operating activities | 169 | 46 | |
Cash flows from investing activities: | |||
Capital expenditures | (84) | (123) | |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (9) | |
Net cash used in investing activities | (81) | (133) | |
Purchases of intangible assets | (1) | (2) | |
Capital Reimbursed from Insurance Proceeds | 3 | 0 | |
Cash flows from financing activities: | |||
Cash Dividends Paid to Parent Company | 0 | 0 | |
Net cash used in financing activities | 4 | 1 | |
Cash and Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | 84 | (88) | |
Effect of exchange rate changes on cash | (6) | 4 | |
Cash and cash equivalents (unrestricted), beginning of period | 174 | 174 | 228 |
Cash and cash equivalents (unrestricted), end of period | 252 | ||
Proceeds from Short-term Debt | 36 | 35 | |
MPM Inc [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Repayments of Short-term Debt | (36) | (36) | |
Payments of Debt Issuance Costs | (4) | 0 | |
Net cash (used in) provided by operating activities | 171 | 48 | |
Cash flows from investing activities: | |||
Capital expenditures | (84) | (123) | |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (9) | |
Proceeds from return of capital | 0 | 0 | |
Net cash used in investing activities | (82) | (134) | |
Purchases of intangible assets | (1) | (2) | |
Capital Reimbursed from Insurance Proceeds | 3 | 0 | |
Cash flows from financing activities: | |||
Net borrowings with affiliates | 0 | 0 | |
Intercompany dividends | 0 | 0 | |
Cash Dividends Paid to Parent Company | (1) | (1) | |
Return of capital | 0 | 0 | |
Net cash used in financing activities | 5 | 2 | |
Cash and Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | 84 | (88) | |
Effect of exchange rate changes on cash | (6) | 4 | |
Cash and cash equivalents (unrestricted), beginning of period | 174 | 174 | 228 |
Cash and cash equivalents (unrestricted), end of period | 252 | 144 | |
Proceeds from Short-term Debt | 36 | 35 | |
Eliminations [Member] | MPM Inc [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Repayments of Short-term Debt | 0 | 0 | |
Payments of Debt Issuance Costs | 0 | ||
Net cash (used in) provided by operating activities | (21) | (36) | |
Cash flows from investing activities: | |||
Capital expenditures | 0 | 0 | |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Proceeds from return of capital | (37) | (39) | |
Net cash used in investing activities | (37) | (39) | |
Purchases of intangible assets | 0 | 0 | |
Capital Reimbursed from Insurance Proceeds | 0 | ||
Cash flows from financing activities: | |||
Net borrowings with affiliates | 0 | 0 | |
Intercompany dividends | 21 | 36 | |
Cash Dividends Paid to Parent Company | 0 | 0 | |
Return of capital | 37 | 39 | |
Net cash used in financing activities | (58) | (75) | |
Cash and Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | 0 | 0 | |
Effect of exchange rate changes on cash | 0 | 0 | |
Cash and cash equivalents (unrestricted), beginning of period | 0 | 0 | 0 |
Cash and cash equivalents (unrestricted), end of period | 0 | 0 | |
Proceeds from Short-term Debt | 0 | 0 | |
Parent company [Member] | Reportable Legal Entities [Member] | MPM Inc [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Repayments of Short-term Debt | 0 | 0 | |
Payments of Debt Issuance Costs | (4) | ||
Net cash (used in) provided by operating activities | (50) | 11 | |
Cash flows from investing activities: | |||
Capital expenditures | 0 | 0 | |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Proceeds from return of capital | 0 | 0 | |
Net cash used in investing activities | 0 | 0 | |
Purchases of intangible assets | 0 | 0 | |
Capital Reimbursed from Insurance Proceeds | 0 | ||
Cash flows from financing activities: | |||
Net borrowings with affiliates | 41 | (26) | |
Intercompany dividends | 0 | 0 | |
Cash Dividends Paid to Parent Company | (1) | (1) | |
Return of capital | 0 | 0 | |
Net cash used in financing activities | (36) | 27 | |
Cash and Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | (14) | (16) | |
Effect of exchange rate changes on cash | 0 | 0 | |
Cash and cash equivalents (unrestricted), beginning of period | 14 | 14 | |
Cash and cash equivalents (unrestricted), end of period | 0 | 23 | |
Proceeds from Short-term Debt | 0 | 0 | |
Guarantor subsidiaries [Member] | Reportable Legal Entities [Member] | MPM Inc [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Repayments of Short-term Debt | 0 | 0 | |
Payments of Debt Issuance Costs | 0 | ||
Net cash (used in) provided by operating activities | 8 | (34) | |
Cash flows from investing activities: | |||
Capital expenditures | (32) | (50) | |
Payments to Acquire Businesses, Net of Cash Acquired | (9) | ||
Proceeds from return of capital | 37 | 39 | |
Net cash used in investing activities | 4 | (21) | |
Purchases of intangible assets | (1) | (1) | |
Capital Reimbursed from Insurance Proceeds | 0 | ||
Cash flows from financing activities: | |||
Net borrowings with affiliates | 70 | 68 | |
Intercompany dividends | (13) | (13) | |
Cash Dividends Paid to Parent Company | 0 | 0 | |
Return of capital | 0 | 0 | |
Net cash used in financing activities | (57) | (55) | |
Cash and Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | 69 | 0 | |
Effect of exchange rate changes on cash | 0 | 0 | |
Cash and cash equivalents (unrestricted), beginning of period | 1 | 1 | |
Cash and cash equivalents (unrestricted), end of period | 70 | 1 | |
Proceeds from Short-term Debt | 0 | 0 | |
Non-Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member] | MPM Inc [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Repayments of Short-term Debt | (36) | (36) | |
Payments of Debt Issuance Costs | 0 | ||
Net cash (used in) provided by operating activities | 234 | 107 | |
Cash flows from investing activities: | |||
Capital expenditures | (52) | (73) | |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Proceeds from return of capital | 0 | 0 | |
Net cash used in investing activities | (49) | (74) | |
Purchases of intangible assets | 0 | (1) | |
Capital Reimbursed from Insurance Proceeds | 3 | ||
Cash flows from financing activities: | |||
Net borrowings with affiliates | (111) | (42) | |
Intercompany dividends | (8) | (23) | |
Cash Dividends Paid to Parent Company | 0 | 0 | |
Return of capital | (37) | (39) | |
Net cash used in financing activities | 156 | 105 | |
Cash and Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | 29 | (72) | |
Effect of exchange rate changes on cash | (6) | 4 | |
Cash and cash equivalents (unrestricted), beginning of period | $ 159 | 159 | |
Cash and cash equivalents (unrestricted), end of period | 182 | 120 | |
Proceeds from Short-term Debt | $ 36 | $ 35 |