Market Overview

Momentive Announces Second Quarter 2018 Results


Second Quarter Highlights:

  • Net sales of $704 million, a 19% increase year-over-year
  • Segment EBITDA of $113 million, a 53% increase year-over-year
  • Segment EBITDA margin of 16.1%, a 360bp increase year-over-year
  • Reduced net leverage1 to 3.2x as of June 30, 2018.
    Significant liquidity of $448 million

MPM Holdings Inc. ("Momentive" or the "Company") (OTCQX:MPMQ) today
announced results for the second quarter ended June 30, 2018.

"Our second quarter results demonstrate progress against our clearly
defined competitive strategy to drive segment EBITDA growth and margin
improvement, as well as market uplift from our Formulated and Basic
Silicones segment," said Jack Boss, Chief Executive Officer and
President. "We continue to see tremendous growth in our basics products
driven by continued optimization and favorable market dynamics, as well
as growth in our specialty applications, driven by end-market pull and
prior capital investment."

"In addition, we recently completed the commissioning process for our
NXT* capacity expansion, and production is expected to ramp up in the
second half of 2018. This will reinforce our leadership position in
automotive tire applications and enable new product offerings."

Mr. Boss concluded, "As we look out into the remainder of 2018, we
expect strong demand, solid industry fundamentals, pricing tailwinds
from realization of previously implemented increases, and continued
margin improvement from increased specialty sales, cost optimization and
favorable trends in basics products."

Second Quarter 2018 Results

Net Sales. Net sales for the three months ended June 30, 2018
were $704 million, an increase of 19% compared with $594 million in the
prior year. The increase was driven by improved market dynamics in our
basics end markets and volume gains across nearly all of Momentive's
segments, which reflected the benefits of our strategic growth
investments and increased demand in the automotive, agriculture,
personal care, electronic, and industrial end markets.

Net Income. Net income for the three months ended June 30, 2018
was $39 million compared with net income of $19 million in the prior
year period.

Segment EBITDA. Segment EBITDA for the three months ended June
30, 2018 was $113 million, an increase of 53% compared with $74 million
in the prior year period. The increase in Segment EBITDA was driven by
significantly improved market dynamics in our basics end markets and the
benefits of prior strategic investments in our specialty capabilities,
partially offset by one-time production issues relating to silanes and
headwinds in the urethane additives end market.

Segment Results

The following tables reflect net sales and Segment EBITDA by reportable
segment for the second quarter and six months ended June 30, 2018 and
2017. See "Non-U.S. GAAP Measures" and Schedule 4 to this release for
further information regarding Segment EBITDA and for a reconciliation of
net income (loss) to Segment EBITDA.


Net Sales (1):

(in millions)
  Three Months Ended June 30,   Six Months Ended June 30,
2018   2017 2018   2017
Performance Additives $ 250 $ 228 $ 498 $ 448
Formulated and Basic Silicones 399 314 756 589
Quartz Technologies 55   52   107   101
Total $ 704   $ 594   $ 1,361   $ 1,138

(1) Intersegment sales are not significant and, as such, are eliminated
within the selling segment.

Segment EBITDA:
(in millions)
Three Months Ended June 30,   Six Months Ended June 30,
2018   2017 2018   2017
Performance Additives $ 50 $ 48 $ 104 $ 95
Formulated and Basic Silicones 63 27 104 51
Quartz Technologies 12 10 21 17
Corporate (12 ) (11 ) (22 ) (20 )
Total $ 113   $ 74   $ 207   $ 143  

Global Restructuring Program and Siloxane Production Transformation

In March 2018, the Company announced a restructuring initiative totaling
$15 million in estimated annual run rate cost reductions with
approximately $8 million to be realized in 2018. The initiative targeted
primarily selling, general, and administrative cost reductions.

Liquidity and Balance Sheet

At June 30, 2018, Momentive had net debt, which is total debt less cash
and cash equivalents, of approximately $1.1 billion. In addition, at
June 30, 2018, Momentive had $448 million in liquidity, including $201
million of unrestricted cash and cash equivalents, and $247 million of
availability under its senior secured asset-based revolving loan
facility (the "ABL Facility") (undrawn, with $53 million letters of
credit outstanding). Momentive expects to have adequate liquidity to
fund its operations for the foreseeable future from cash on its balance
sheet, cash flows provided by operating activities, and amounts
available for borrowings under the ABL Facility.

Earnings Call

Momentive will host a teleconference to discuss second quarter 2018
results on Tuesday, August 14, 2018 at 10 a.m. Eastern Time. Interested
parties are asked to dial-in approximately 10 minutes before the call
begins at the following numbers:

U.S. Participants: (844) 309-6571
International Participants: (484)
Participant Passcode: 2255028

Live Internet access to the call and presentation materials will be
available through the Investor Relations section of the Company's
A replay of the call will be available for three weeks beginning at 2
p.m. Eastern Time on August 14, 2018. The playback can be accessed by
dialing (855) 859-2056 (U.S.) and +1 (404) 537-3406 (International). The
passcode is 2255028. A replay also will be available through the
Investor Relations section of the Company's website.

Non-U.S. GAAP Measures

Segment EBITDA is defined as EBITDA (earnings before interest, income
taxes, depreciation and amortization) adjusted for certain non-cash and
certain other income and expenses. Segment EBITDA is an important
measure used by the Company's senior management and board of directors
to evaluate operating results and allocate capital resources among
segments. Segment EBITDA should not be considered a substitute for net
income (loss) or other results reported in accordance with accounting
principles generally accepted in the United States ("GAAP"). Segment
EBITDA may not be comparable to similarly titled measures reported by
other companies. See Schedule 4 to this release for a reconciliation of
net income (loss) to Segment EBITDA.

Adjusted EBITDA is defined as EBITDA adjusted for certain non-cash and
certain non-recurring items and other adjustments calculated on a
pro-forma basis, including the expected future cost savings from
business optimization or other programs and the expected future impact
of acquisitions, in each case as determined under the governing debt
instrument. The Company believes that including the supplemental
adjustments that are made to calculate Adjusted EBITDA provides
additional information to investors about the Company's ability to
comply with its financial covenants and to obtain additional debt in the
future. Adjusted EBITDA is not a defined term under GAAP. Adjusted
EBITDA is not a measure of financial condition, liquidity or
profitability, and should not be considered as an alternative to net
income (loss) determined in accordance with GAAP or operating cash flows
determined in accordance with GAAP. Additionally, Adjusted EBITDA is not
intended to be a measure of free cash flow for management's
discretionary use, as it does not take into account certain items such
as interest and principal payments on the Company's indebtedness,
depreciation and amortization expense (because the Company uses capital
assets, depreciation and amortization expense is a necessary element of
the Company's costs and ability to generate revenue), working capital
needs, tax payments (because the payment of taxes is part of the
Company's operations, it is a necessary element of the Company's costs
and ability to operate), non-recurring expenses and capital
expenditures. Fixed Charges under the indentures should not be
considered as an alternative to interest expense. See Schedule 5 to this
release for a reconciliation of net income to Adjusted EBITDA and the
calculation of the Adjusted EBITDA to Fixed Charges ratio.

Forward-Looking and Cautionary Statements

Certain statements in this press release are forward-looking statements
within the meaning of and made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, including statements
related to our transformation and restructuring activities, growth and
productivity initiatives, anticipated cost savings, growth, and market
recovery, the impact of work stoppage and other incidents on our
operations and competitiveness. In addition, our management may from
time to time make oral forward-looking statements. All statements, other
than statements of historical facts, are forward-looking statements.
Forward-looking statements may be identified by the words "believe,"
"expect," "anticipate," "project," "plan," "estimate," "may," "will,"
"could," "should," "seek" or "intend" and similar expressions.
Forward-looking statements reflect our current expectations and
assumptions regarding our business, the economy and other future events
and conditions and are based on currently available financial, economic
and competitive data and our current business plans. Actual results
could vary materially depending on risks and uncertainties that may
affect our operations, markets, services, prices and other factors as
discussed in the Risk Factors section of our most recent Annual Report
on Form 10-K and our other filings with the Securities and Exchange
Commission (the "SEC"). While we believe our assumptions are reasonable,
we caution you against relying on any forward-looking statements as it
is very difficult to predict the impact of known factors, and it is
impossible for us to anticipate all factors that could affect our actual
results. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include, but are
not limited to: a weakening of global economic and financial conditions,
interruptions in the supply of or increased cost of raw materials, the
impact of work stoppage and other incidents on our operations, changes
in governmental regulations or interpretations thereof and related
compliance and litigation costs, adverse rulings in litigation,
difficulties with the realization of our cost savings in connection with
transformation and strategic initiatives, including transactions with
our affiliate, Hexion Inc., pricing actions by our competitors that
could affect our operating margins, the impact of our growth and
productivity investments, our ability to realize the benefits there
from, and the timing thereof, our ability to obtain additional
financing, and the other factors listed in the Risk Factors section of
our SEC filings. All forward-looking statements are expressly qualified
in their entirety by this cautionary notice. The forward-looking
statements made by us speak only as of the date on which they are made.
Factors or events that could cause our actual results to differ may
emerge from time to time. We undertake no obligation to publicly update
or revise any forward-looking statement as a result of new information,
future events or otherwise, except as otherwise required by law.

About Momentive

Momentive is a global leader in silicones and advanced materials, with a
75 plus year heritage of being first to market with performance
applications that support and improve everyday life. Momentive delivers
science-based solutions for major industries, by linking its custom
technology platforms to allow the creation of unique solutions for
customers. Additional information is available at

*NXT is a trademark of Momentive Performance Materials Inc.

(See Attached Financial Statements)


1 Defined as total principal value of debt less cash and cash
equivalents divided by Segment EBITDA.

Three Months Ended June 30, Six Months Ended June 30,

(In millions)

2018   2017 2018   2017
Net sales $ 704 $ 594 $ 1,361 $ 1,138
Cost of sales 531   459   1,034   905  

Gross profit

173 135 327 233
Costs and expenses:
Selling, general and administrative expense 86 84 172 167
Research and development expense 18 16 35 31
Restructuring and discrete costs 2 (5 ) 3
Other operating (income) expense, net (3 ) (1 ) (2 ) 4  
Operating income 70 41 119 31
Interest expense, net 20 20 40 39
Non-operating (income) expense, net (6 ) (2 ) (3 ) (2 )
Reorganization items, net 4     5    

Income (loss) before income taxes and earnings from unconsolidated

52 23 77 (6 )
Income tax expense 13   4   19   5  
Income (loss) before earnings from unconsolidated entities 39 19 58 (11 )
Earnings from unconsolidated entities, net of taxes     1    
Net income (loss) $ 39   $ 19   $ 59   $ (11 )

(In millions, except share data)

  June 30, 2018   December 31, 2017
Current assets:

Cash and cash equivalents (including restricted cash of $1 at both
June 30,
2018 and December 31, 2017)

$ 202 $ 174

Accounts receivable (net of allowance for doubtful accounts of $3
and $4 at
June 30, 2018 and December 31, 2017, respectively)

372 323
Raw materials 164 153
Finished and in-process goods 300 292
Other current assets 44   51  
Total current assets 1,082 993
Investment in unconsolidated entities 20 19
Deferred income taxes 11 11
Other long-term assets 14 11
Property, plant and equipment:
Land 78 77
Buildings 375 338
Machinery and equipment 1,133   1,135  
1,586 1,550
Less accumulated depreciation (433 ) (383 )
1,153 1,167
Goodwill 215 216
Other intangible assets, net 280   300  
Total assets $ 2,775   $ 2,717  
Liabilities and Equity
Current liabilities:
Accounts payable $ 305 $ 286
Debt payable within one year 35 36
Interest payable 12 12
Income taxes payable 9 7
Accrued payroll and incentive compensation 55 68
Other current liabilities 101   103  
Total current liabilities 517 512
Long-term liabilities:
Long-term debt 1,204 1,192
Pension and postretirement benefit liabilities 323 335
Deferred income taxes 64 60
Other long-term liabilities 73   74  
Total liabilities 2,181   2,173  

Common stock - $0.01 par value; 70,000,000 shares authorized;
and 48,121,634 shares issued and outstanding at
June 30, 2018 and December
31, 2017, respectively

Additional paid-in capital 870 868
Accumulated other comprehensive income (loss) (29 ) (18 )
Accumulated deficit (247 ) (306 )
Total equity 594   544  
Total liabilities and equity $ 2,775   $ 2,717  



  Six Months Ended June 30,

(In millions)

2018   2017
Cash flows provided by (used in) operating activities
Net income (loss) $ 59 $ (11 )

Adjustments to reconcile net income (loss) to net cash provided by

Depreciation and amortization 80 75
Gain on insurance proceeds received for capital (3 )

Unrealized actuarial (gains) losses from pensions and other post

(2 ) 1
Deferred income tax expense (benefit) 5 (9 )
Unrealized foreign currency (gains) losses (2 ) (4 )
Amortization of debt discount and ABL deferred financing costs 12 12
Stock based compensation 2 2
Other non-cash adjustments (1 ) 5
Net change in assets and liabilities:
Accounts receivable (54 ) (43 )
Inventories (23 ) (27 )
Accounts payable 27 36
Income taxes payable 3 (1 )
Other assets, current and non-current 8 (4 )
Other liabilities, current and non-current (19 ) (44 )
Net cash provided by (used in) operating activities 92   (12 )
Cash flows used in investing activities
Capital expenditures (60 ) (77 )
Capital reimbursed from insurance proceeds 3
Purchases of intangible assets (1 ) (2 )
Dividend from MPM 1 1
Purchase of a business   (9 )
Net cash used in investing activities (57 ) (87 )
Cash flows used in financing activities
Net short-term debt repayments (1 )
ABL financing fees (4 )  
Net cash used in financing activities (5 )  
Increase (decrease) in cash, cash equivalents, and restricted cash 30 (99 )
Effect of exchange rate changes on cash, cash equivalents, and
restricted cash
(2 ) 3
Cash, cash equivalents, and restricted cash at beginning of period 174   228  
Cash, cash equivalents, and restricted cash at end of period $ 202   $ 132  
Supplemental disclosures of cash flow information
Cash paid for:
Interest $ 28 $ 28
Income taxes, net of refunds 11 14
Non-cash investing activity:
Capital expenditures included in accounts payable $ 17 $ 21

EBITDA (Unaudited)


Three Months Ended
June 30,

Six Months Ended
June 30,

(In millions)

2018     2017 2018     2017
Net income (loss) $ 39 $ 19 $ 59 $ (11 )
Interest expense, net 20 20 40 39
Income tax expense 13 4 19 5
Depreciation and amortization 40 37 80 75
Items not included in Segment EBITDA:
Non-cash charges and other income and expense $ (3 ) $ (2 ) $ 3 $ 4
Unrealized (gains) losses on pension and postretirement benefits (2 ) (2 ) 1
Restructuring and discrete costs 2 (4 ) 3 30
Reorganization items, net 4     5    
Segment EBITDA $ 113   $ 74   $ 207   $ 143  


June 30, 2018

(In millions)

LTM Period
Net income $ 71
Interest expense, net 81
Income tax expense 29
Depreciation and amortization 159  
Adjustments to EBITDA
Restructuring and discrete costs(a) 9
Reorganization items, net(b) 6
Unrealized gains on pension and postretirement benefits (c) (8 )
Pro forma cost savings (d) 15
Non-cash charges (e) 11  
Adjusted EBITDA $ 373  
Adjusted EBITDA less Capital Expenditures and Cash Taxes $ 197  
Pro forma fixed charges(f) $ 56  
Ratio of Adjusted EBITDA to Fixed Charges(g) 6.66  
Pro forma Fixed Charge Coverage Ratio(h) 3.52  
(a) Primarily includes expenses related to our global restructuring
program, siloxane production transformation, and certain other
non-operating income and expenses.
(b) Represents professional fees related to our reorganization.
(c) Represents non-cash actuarial gains resulting from pension and
postretirement liability curtailment and re-measurements.
(d) Represents estimated cost savings, on a pro forma basis, from
initiatives implemented or being implemented by management.
(e) Includes primarily the effects of foreign exchange gains and losses
and impacts of asset impairments and disposals, and stock-based
compensation expense.
(f) Reflects pro forma interest expense based on outstanding
indebtedness and interest rates at June 30, 2018 adjusted for
applicable restricted payments.
(g) MPM's ability to incur additional indebtedness, among other actions,
is restricted under the indentures governing our notes, unless MPM
has an Adjusted EBITDA to Fixed Charges ratio of at least 2.0 to
1.0. As of June 30, 2018, we were able to satisfy this test and
incur additional indebtedness under these indentures.
(h) Represents Pro forma Fixed Charge Coverage Ratio (the "FCCR") as
defined in the credit agreement for the ABL Facility. If the
availability under the ABL Facility is less than the greater of (a)
12.5% of the lesser of the borrowing base and the total ABL Facility
commitments at such time and, (b) $27, then the FCCR must be greater
than 1.0 to 1.0.

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