Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SD
Specialized Disclosure Report
 
 
MPM HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Commission File Number 333-201338
 
 
Delaware
 
47-1756080
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
MOMENTIVE PERFORMANCE MATERIALS INC.
(Exact name of registrant as specified in its charter)
Commission File Number 333-146093 
 
Delaware
 
20-5748297
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 

260 Hudson River Road
Waterford, NY 12188
 
(518) 233-3330
(Address of principal executive offices including zip code)
 
(Registrant’s telephone number, including area code)


John Kompa
Vice President, Investor Relations and Public Affairs
Phone: 614-225-2223
(Name and telephone number, including area code, of the person to contact in connection with this report)



Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

x    Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2016.

This Form SD is a combined annual report being filed separately by two registrants: MPM Holdings Inc. and Momentive Performance Materials Inc.






Section 1 - Conflict Minerals Disclosure

Item 1.01 - Conflict Minerals Disclosure and Report

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”) and its subsidiaries.

Momentive and MPM. (together "Company") conducted a good faith investigation in connection with the products it manufactured or contracted to be manufactured in the period from January 1 to December 31, 2016, to determine whether any products contain Conflict Minerals (defined below) and whether any Conflict Minerals are necessary to the functionality or production of said products. Conflict Minerals are defined as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten.

Based on the results of the above investigation, the Company conducted a good faith inquiry to determine whether any Conflict Minerals contained in its products originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country, or were from recycled or scrap sources. This inquiry is described in the Conflict Minerals Report filed as Exhibit 1.01 to this Form SD.

A copy of this Form SD is available on the Company’s website at www.momentive.com. Certain terms used in this report are defined in Rule 13p-1 (the “SEC Rule”) under the Securities Exchange Act of 1934, as amended, and in Form SD.

Item 1.02 - Exhibit

A Conflict Minerals Report is filed as Exhibit 1.01 to this Form SD and is also available on the Company’s website at www.momentive.com.

Section 2 - Exhibits

Item 2.01 - Exhibits

Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

 
MPM Holdings Inc.
 
 
 
 
 
/s/ Erick R. Asmussen
Date: May 31, 2017
 
Erick R. Asmussen
 
 
Chief Financial Officer
(Principal Financial Officer)
 

 
Momentive Performance Materials Inc.
 
 
 
 
 
/s/ Erick R. Asmussen
Date: May 31, 2017
 
Erick R. Asmussen
 
 
Chief Financial Officer
(Principal Financial Officer)
 



Exhibit


Exhibit 1.01

MPM Holdings Inc. and Momentive Performance Materials Inc.

CONFLICT MINERALS REPORT

For the reporting period from January 1 to December 31, 2016


Explanatory Note

This report is an exhibit to the combined Specialized Disclosure Report on Form SD of MPM Holdings Inc. and Momentive Performance Materials Inc. (together the “Company”) for the reporting period from January 1 to December 31, 2016 regarding the use of conflict minerals, which are defined as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten (“Conflict Minerals”). The Company manufactures chemical products and a complete description of the Company’s business and products is contained in the Company’s most recent combined Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”).

Certain terms used in this report are defined in Rule 13p-1 (the “SEC Rule”) under the Securities Exchange Act of 1934, as amended, and in Form SD.

DUE DILIGENCE

Following the country of origin inquiry described in its Specialized Disclosure Report on Form SD, the Company performed due diligence on the source and chain of custody of the Conflict Minerals contained in its products.

Design of Due Diligence Measures

The Company’s due diligence measures were designed to conform in all material respects with the internationally recognized framework in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related Supplements for tin, tantalum, tungsten and gold.

Due Diligence Measures Performed

Establishment of Strong Company Management Systems

The Company has established a supply chain policy for minerals originating from conflict-affected and high-risk areas, which can be found on the Company’s external website at http://www.momentive.com/page.aspx?id=26506# The policy includes a grievance system whereby interested parties can voice concerns or questions on the Company’s program.

The Company has established a cross-functional Conflict Minerals Compliance Steering Committee charged with the following responsibilities:
Define a governance plan of the Conflict Minerals compliance program;
Develop and oversee a process to report on Conflict Minerals;
Develop a Conflict Minerals compliance manual to satisfy SEC Rule requirements; and
Periodically assess conflict minerals program components, identify weaknesses and adopt appropriate measures to fully comply with the requirements of the SEC Rule.

In furtherance of the above, the Company established a system of controls and transparency over the mineral supply chain, including, among others:
A responsibility assignment plan;
A document retention policy;
A code of conduct for suppliers and third parties that is posted on the Company’s external website and specifies the Company’s expectations of its suppliers;
Use of the EICC GeSI Template as a means to survey suppliers to identify the source of the conflict minerals;
A list of frequently asked questions for employees that is posted on the Company’s external website;
A list of frequently asked questions for suppliers that is posted on the Company’s external website; and





Dialogue with its industry group, the American Chemistry Council.

Identification and Assessment of Risk in the Supply Chain

The Company conducted the investigation utilizing its SAP product database and the investigation showed that 4 products of the Company’s Quartz segment contain minor amounts of raw materials that do or may contain trace amounts of tantalum, tin, tungsten or gold that are necessary to the functionality or the production of the product. Out of approximately 775 suppliers, the Company was able to identify five suppliers that provide products or materials that may contain a Conflict Mineral. These purchases account for approximately $4 million, or 0.4% of the Company’s total raw material purchases for the period covered by this report. The Company conducted a good faith reasonable country of origin inquiry of the raw material suppliers that provide the products that may contain a Conflict Mineral to determine whether any Conflict Minerals originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (together with the DRC, the “Covered Countries”), or were from recycled or scrap sources. This inquiry consisted of sending a request via email to each of the Company’s five direct suppliers of products containing tantalum, tin, tungsten and gold, inquiring about the origin of the tantalum, tin, tungsten and gold. This request asked the suppliers to provide responses to questions based on the template of the Electronics Industry Citizenship Coalition and Global eSustainability Initiative (“EICC GeSI Template”) which the Company expects to be widely used in the industry. A response was received from each of the suppliers.

The Company then reviewed the responses provided by the surveyed suppliers based on the Company’s supplier response review plan which covers the following scenarios:
The supplier was non-responsive;
The response was non-conforming;
The response was incomplete;
The response was inconsistent;
The response requires further monitoring; or
The response was satisfactory.

Where smelter names were listed, the Company compared those smelters to the smelters listed on the Conflict Free Sourcing Initiative’s Conflict Free Smelter Program (“CFSP”) list. The results from the survey review were reported to the Conflict Minerals Compliance Steering Committee.

Design and Implementation of a Strategy to Respond to Identified Risks

If issues are noted during review of a supplier’s response, the Company conducts follow-up diligence, which may include telephone conversations or other follow-up to gather more information or clarify inconsistent information. This would include situations where a supplier has identified a smelter which is not found on the CFSP list.

The Company also established a Corrective Action Plan, pursuant to which the Company may:
Conduct training of supplier to improve responsiveness and information,
Reassess the supplier relationship, or
Identify an alternative supplier for the raw material or product supplied, if available.

In addition, the Company established a Risk Mitigation Plan that defines each means by which Conflict Minerals could be introduced into the Company’s supply chain and how to identify and assess each risk.

Independent Third-Party Audit of Smelter/Refiner’s Due Diligence Practices

The Company is a downstream consumer of necessary Conflict Minerals and is many steps removed from smelters and refiners who provide minerals and ores. Therefore, the Company does not perform or direct audits of smelters and refiners within the supply chain. As a result, our due diligence efforts relied on cross-industry initiatives such as the CFSP.

PRODUCT DESCRIPTION

The products from the Company’s Quartz segment are used as a superior substitute for glass. Applications include those requiring transparency and a high level of purity or stress-resistance, such as process equipment for semiconductor manufacturing or lamp lenses for high intensity video projectors. Based on the information obtained through the Company’s due diligence process, a small number of our Quartz segment’s products contain minor amounts of raw materials that do or may contain trace amounts of tantalum, tin, tungsten and gold that are necessary to the functionality or the production of the product. The Company’s five





suppliers of Conflict Minerals identified the following smelters used to process those minerals. Each of the identified smelters is on the CFSP list.
Mineral
Smelter Name
Country
Tungsten
A.L.M.T. TUNGSTEN Corp.
JAPAN
 
ACL Metais Eireli
BRAZIL
 
Asia Tungsten Products Vietnam Ltd.
VIETNAM
 
Chenzhou Diamond Tungsten Products Co., Ltd.
CHINA
 
Chongyi Zhangyuan Tungsten Co., Ltd.
CHINA
 
Dayu Weiliang Tungsten Co., Ltd.
CHINA
 
Fujian Jinxin Tungsten Co., Ltd.
CHINA
 
Ganzhou Huaxing Tungsten Products Co., Ltd.
CHINA
 
Ganzhou Jiangwu Ferrotungsten Co., Ltd.
CHINA
 
Ganzhou Seadragon W & Mo Co., Ltd.
CHINA
 
Ganzhou Yatai Tungsten Co., Ltd.
CHINA
 
Global Tungsten & Powders Corp.
UNITED STATES OF AMERICA
 
Guangdong Xianglu Tungsten Co., Ltd.
CHINA
 
H.C. Starck GmbH
GERMANY
 
H.C. Starck Smelting GmbH & Co.KG
GERMANY
 
Hunan Chenzhou Mining Co., Ltd.
CHINA
 
Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji
CHINA
 
Hunan Chunchang Nonferrous Metals Co., Ltd.
CHINA
 
Hydrometallurg, JSC
RUSSIAN FEDERATION
 
Japan New Metals Co., Ltd.
JAPAN
 
Jiangwu H.C. Starck Tungsten Products Co., Ltd.
CHINA
 
Jiangxi Dayu Longxintai Tungsten Co., Ltd.
CHINA
 
Jiangxi Gan Bei Tungsten Co., Ltd.
CHINA
 
Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd.
CHINA
 
Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.
CHINA
 
Jiangxi Xinsheng Tungsten Industry Co., Ltd.
CHINA
 
Jiangxi Xiushui Xianggan Nonferrous Metals Co., Ltd.
CHINA
 
Jiangxi Yaosheng Tungsten Co., Ltd.
CHINA
 
Jiangxi Tungsten Industry Group
CHINA
 
Kennametal Fallon
UNITED STATES OF AMERICA
 
Kennametal Huntsville
UNITED STATES OF AMERICA
 
Malipo Haiyu Tungsten Co., Ltd.
CHINA
 
Moliren Ltd
RUSSIAN FEDERATION
 
Niagara Refining LLC
UNITED STATES OF AMERICA
 
Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC
VIETNAM
 
Philippine Chuangxin Industrial Co., Inc.
PHILIPPINES
 
South-East Nonferrous Metal Company Limited of Hengyang City
CHINA
 
Tejing (Vietnam) Tungsten Co., Ltd.
VIETNAM
 
Vietnam Youngsun Tungsten Industry Co., Ltd.
VIETNAM
 
Wolfram Bergbau und Hütten AG
AUSTRIA
 
Woltech Korea Co., Ltd.
KOREA (REPUBLIC OF)
 
Xiamen Tungsten (H.C.) Co., Ltd.
CHINA
 
Xiamen Tungsten Co., Ltd.
CHINA
 
Xinfeng Huarui Tungsten & Molybdenum New Material Co., Ltd.
CHINA
 
Xinhai Rendan Shaoguan Tungsten Co., Ltd.
CHINA
Tantalum
JiuJiang JinXin Nonferrous Metals Co., Ltd.
CHINA
 
H.C. Starck Inc.
UNITED STATES OF AMERICA
 
H.C. Starck GmbH Laufenburg
GERMANY
 
Changsha South Tantalum Niobium Co., Ltd.
CHINA






Annual Reporting on Supply Chain Due Diligence

In compliance with the SEC Rule, the Company is filing with the SEC a Specialized Disclosure Report on Form SD and this Conflict Minerals Report, which the Company has also posted on its external website at www.momentive.com.