8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1, 2016

MPM HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	333-201338	47-1756080
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

MOMENTIVE PERFORMANCE MATERIALS INC.

(Exact name of registrant as specified in its charter)

Delaware	333-146093	20-5748297
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(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)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On February 1, 2016, Momentive Performance Materials Inc. (“MPM”) (whose indirect parent is MPM Holdings Inc., collectively referred to herein as the “Company”) filed a quarterly operating report for the period from October 1, 2015 to December 31, 2015 (the “Quarterly Operating Report”) with the United States Bankruptcy Court for the Southern District of New York. The Bankruptcy Court has had jurisdiction over the reorganization proceedings under Chapter 11 of the United States Bankruptcy Code for MPM, its prior parent and certain of its U.S. subsidiaries since April 13, 2014. A copy of the Quarterly Operating Report is attached as Exhibit 99.1 to this report.

The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities in that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

The Company believes that the information contained in the Quarterly Operating Reports is no longer material.  Accordingly, the Company does not intend to furnish future Quarterly Operating Reports with the Securities and Exchange Commission in the future unless and until the Company determines that such reports should again be furnished.  Individuals interested in receiving these reports in the future can obtain them from The United States Bankruptcy Court, Southern District Of New York (Reference Case No. 14-22503 (RDD).

Cautionary Statement Regarding Financial Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Quarterly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the Company’s securities. The Quarterly Operating Report is limited in scope, covers a limited time period, does not reflect the Company’s international businesses that are not part of the Chapter 11 proceedings, and has been prepared solely for the purpose of complying with the quarterly reporting requirements of the Office of the United States Trustee. The Quarterly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable requirements of the Office of the United States Trustee and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Quarterly Operating Report contains any information beyond that required by the Office of the United States Trustee. The Quarterly Operating Report also contains information for periods that are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Quarterly Operating Report should not be viewed as indicative of future results.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit 99.1 Quarterly Operating Report for the Period from October 1, 2015 to December 31, 2015

SIGNATURES

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

		MPM HOLDINGS INC.
Date:	February 2, 2016	/s/ Erick R. Asmussen
		Erick R. Asmussen
		Chief Financial Officer

MOMENTIVE PERFORMANCE MATERIALS INC.

/s/ Erick R. Asmussen

Erick R. Asmussen

Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Quarterly Operating Report for the Period from October 1, 2015 to December 31, 2015

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

------------------------------------------------------x

In re :    Chapter 11

:

MPM Silicones, LLC, etal., :    Case No. 14-22503 (RDD)

:

Debtors. :    (Jointly Administered)

------------------------------------------------------x

Quarterly Operating Report for the Period

From October 1, 2015 to December 31, 2015

Debtors’ Address:	260 Hudson River Road
	Waterford, NY 12188
Debtors’ Attorneys:	Willkie Farr & Gallagher LLP
	787 Seventh Avenue
	New York, New York 10019
	Telephone:  (212) 728-8000

This Quarterly Operating Report (“QOR”) has been prepared solely for the purposes of complying with the quarterly reporting requirements applicable in these Chapter 11 cases and is in a format that the Debtors believe is acceptable to the United States Trustee.  The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with accounting principles generally accepted in the United States.

I declare under penalty of perjury that this report and the attached documents are true and correct to the best of my knowledge and belief.

/s/ Erick R. Asmussen
Erick R. Asmussen	February 1, 2016
Chief Financial Officer of
Momentive Performance Materials Inc. and
Momentive Performance Materials Holdings Inc.

1

In re MPM Silicones, LLC, et al.,

Case No. (Jointly Administered)           Reporting Period:	14-22503 10/1/15 - 12/31/15
Federal Tax I.D.#	22-3775481

Schedule of Cash Disbursements

TIME PERIOD: 10/01/2015 through 12/31/2015

Debtor	Case Number	Total Cash Disbursements		Transfers*			Net Cash Disbursements
MPM Silicones, LLC	14-22503-RDD	$	—	$	—		$	—
Juniper Bond Holdings I LLC	14-22504-RDD	$	—	$	—		$	—
Juniper Bond Holdings II LLC	14-22505-RDD	$	—	$	—		$	—
Juniper Bond Holdings III LLC	14-22506-RDD	$	12,075,789	$	(12,075,000	)	$	789
Juniper Bond Holdings IV LLC	14-22507-RDD	$	12,075,789	$	(12,075,000	)	$	789
Momentive Performance Materials Holdings Inc.	14-22508-RDD	$	—	$	—		$	—
Momentive Performance Materials Inc.	14-22509-RDD	$	326,914,188	$	(286,427,753	)	$	40,486,435
Momentive Performance Materials Quartz, Inc.	14-22510-RDD	$	66,539,522	$	(36,979,807	)	$	29,559,715
Momentive Performance Materials USA Inc.	14-22511-RDD	$	633,718,304	$	(417,247,224	)	$	216,471,080
Momentive Performance Materials Worldwide Inc.	14-22512-RDD	$	19,367,017	$	(19,366,987	)	$	30
Momentive Performance Materials South America Inc.	14-22513-RDD	$	104,874	$	—		$	104,874
Momentive Performance Materials China SPV Inc.	14-22514-RDD	$	—	$	—		$	—
	Total	$	1,070,795,483	$	(784,171,771	)	$	286,623,712

* Funds transferred between US debtors have been deducted from the disbursements schedule

2