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): March 7, 2011
ICAHN ENTERPRISES L.P.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1-9516
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13-3398766
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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767 Fifth Avenue, Suite 4700, New York, NY 10153
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(Address of Principal Executive Offices) (Zip Code)
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(212) 702-4300
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
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o
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On March 7, 2011, Icahn Enterprises L.P. issued a press release reporting its financial results for the fourth quarter and full year ended December 31, 2010. The press release also provides information for accessing its quarterly conference call and Webcast, which will be held on March 8, 2011. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended .
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 - Press Release dated March 7, 2011.
[Remainder of page intentionally left blank; signature page follows]
SIGNATURE
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 undersigned hereunto duly authorized.
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ICAHN ENTERPRISES L.P.
(Registrant)
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By:
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Icahn Enterprises G.P. Inc.,
its general partner
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By:
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/s/ Dominick Ragone
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Dominick Ragone
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Chief Financial Officer
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Investor Contact:
Dominick Ragone
Chief Financial Officer
(646) 861-7500
For Release: March 7, 2011
Icahn Enterprises L.P. Reports Fourth Quarter Financial Results
New York, NY – Icahn Enterprises L.P. (NYSE: IEP) reported revenues of $2,488 million for the three months ended December 31, 2010 as compared to $1,863 million for the three months ended December 31, 2009. Net income attributable to Icahn Enterprises was $82 million for the three months ended December 31, 2010, or $0.94 per LP unit, compared to a net loss of $1 million or $(0.09) per LP unit in the prior year period.
For the twelve months ended December 31, 2010, revenues were $9,119 million as compared to $8,605 million for the twelve months ended December 31, 2009. Net income attributable to Icahn Enterprises was $199 million for the twelve months ended December 31, 2010, or $2.35 per LP unit, compared to net income of $253 million, or $3.05 per LP unit, in the prior year period.
Icahn Enterprises will pay a quarterly distribution of $0.25 per unit on its depositary units, payable in the first quarter of 2011. The distribution will be paid on March 30, 2011 to depositary unit holders of record at the close of business on March 15, 2011.
Conference Call Information
Icahn Enterprises L.P. will discuss its fourth quarter results on a conference call and Webcast on Tuesday, March 8, 2011 at 10:00 a.m. EST. The Webcast can be viewed live on Icahn Enterprises L.P.’s website at www.icahnenterprises.com. It will also be archived and made available at www.icahnenterprises.com under the Investor Relations section. The toll-free dial-in number for the conference call in the United States is (800) 938-1410. The international number is (702) 696-4768. The access code for both is 45208786.
* * *
Icahn Enterprises L.P. (NYSE: IEP), a master limited partnership, is a diversified holding company engaged in eight primary business segments: Investment Management, Automotive, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion.
Caution Concerning Interim Results and Forward-Looking Statements
Results for any interim period are not necessarily indicative of results for any full fiscal period. This release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Icahn Enterprises L.P. and its subsidiaries. Among these risks and uncertainties are risks related to economic
downturns, substantial competition and rising operating costs; risks related to our investment management activities, including the nature of the investments made by the private funds we manage, losses in the private funds and loss of key employees; risks related to our automotive activities, including exposure to adverse conditions in the automotive industry, and risks related to operations in foreign countries; risk related to our gaming operations, including reductions in discretionary spending due to a downturn in the local, regional or national economy, intense competition in the gaming industry from present and emerging internet online markets and extensive regulation; risks related to our railcar activities, including reliance upon a small number of customers that represent a large percentage of revenues and backlog, the health of
and prospects for the overall railcar industry and the cyclical nature of the railcar manufacturing business; risks related to our food packaging activities, including competition from better capitalized competitors, inability of its suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes in casings technology; risks related to our scrap metals activities, including potential environmental exposure; risks related to our real estate activities, including the extent of any tenant bankruptcies and insolvencies; risks related to our home fashion operations, including changes in the availability and price of raw materials, and changes in transportation costs and delivery times; and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission. Past performance in our Investment Management segment is not necessarily indicative of future performance. We undertake no obligation to
publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.
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APPENDIX I
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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In millions except per unit data
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Three Months Ended
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December 31
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2010
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2009
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(Unaudited)
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Revenues
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$ | 2,488 | $ | 1,863 | ||||
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Expenses
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2,247 | 1,904 | ||||||
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Income (loss) from continuing operations
before income tax benefit
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241 | (41 | ) | |||||
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Income tax benefit
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10 | 24 | ||||||
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Income (loss) from continuing operations
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251 | (17 | ) | |||||
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Loss from discontinued operations
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(1 | ) | - | |||||
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Net income (loss)
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250 | (17 | ) | |||||
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Less: net (income) loss attributable to non-controlling interests
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(168 | ) | 16 | |||||
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Net income (loss) attributable to Icahn Enterprises
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$ | 82 | $ | (1 | ) | |||
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Net income (loss) attributable to Icahn Enterprises from:
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Continuing operations
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$ | 83 | $ | (1 | ) | |||
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Discontinued operations
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(1 | ) | - | |||||
| $ | 82 | $ | (1 | ) | ||||
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Basic income (loss) per LP unit:
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Income (loss) from continuing operations
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$ | 0.95 | $ | (0.09 | ) | |||
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Loss from discontinued operations
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(0.01 | ) | - | |||||
| $ | 0.94 | $ | (0.09 | ) | ||||
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Basic weighted average LP units outstanding
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85 | 75 | ||||||
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Diluted income (loss) per LP unit:
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Income from continuing operations
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$ | 0.95 | $ | (0.09 | ) | |||
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Loss from discontinued operations
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(0.01 | ) | - | |||||
| $ | 0.94 | $ | (0.09 | ) | ||||
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Diluted weighted average LP units outstanding
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85 | 75 | ||||||
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APPENDIX II
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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In millions except per unit data
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Twelve Months Ended
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December 31
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2010
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2009
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Revenues
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$ | 9,119 | $ | 8,605 | ||||
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Expenses
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8,366 | 7,425 | ||||||
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Income from continuing operations
before income tax (expense) benefit
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753 | 1,180 | ||||||
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Income tax (expense) benefit
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(9 | ) | 44 | |||||
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Income from continuing operations
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744 | 1,224 | ||||||
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(Loss) income from discontinued operations
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(1 | ) | 1 | |||||
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Net income
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743 | 1,225 | ||||||
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Less: net (income) attributable to non-controlling interests
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(544 | ) | (972 | ) | ||||
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Net income attributable to Icahn Enterprises
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$ | 199 | $ | 253 | ||||
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Net income (loss) attributable to Icahn Enterprises from:
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Continuing operations
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$ | 200 | $ | 252 | ||||
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Discontinued operations
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(1 | ) | 1 | |||||
| $ | 199 | $ | 253 | |||||
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Basic income (loss) per LP unit:
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Income from continuing operations
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$ | 2.36 | $ | 3.04 | ||||
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(Loss) income from discontinued operations
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(0.01 | ) | 0.01 | |||||
| $ | 2.35 | $ | 3.05 | |||||
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Basic weighted average LP units outstanding
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83 | 75 | ||||||
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Diluted income (loss) per LP unit:
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Income from continuing operations
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$ | 2.35 | $ | 2.96 | ||||
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Income from discontinued operations
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(0.01 | ) | 0.01 | |||||
| $ | 2.34 | $ | 2.97 | |||||
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Diluted weighted average LP units outstanding
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84 | 79 | ||||||
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APPENDIX III
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CONSOLIDATED BALANCE SHEETS
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In millions except unit amounts
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December 31,
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2010
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2009
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ASSETS
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Cash and cash equivalents
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$ | 2,963 | $ | 2,256 | ||||
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Cash held at consolidated affiliated partnerships and restricted cash
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2,174 | 3,336 | ||||||
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Investments
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7,470 | 5,405 | ||||||
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Accounts receivable, net
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1,285 | 1,139 | ||||||
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Due from brokers
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50 | 56 | ||||||
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Inventories, net
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1,163 | 1,091 | ||||||
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Property, plant and equipment, net
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3,455 | 2,958 | ||||||
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Goodwill
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1,129 | 1,083 | ||||||
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Intangible assets, net
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999 | 1,007 | ||||||
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Other assets
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650 | 555 | ||||||
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Total Assets
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$ | 21,338 | $ | 18,886 | ||||
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LIABILITIES AND EQUITY
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Accounts payable
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$ | 844 | $ | 628 | ||||
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Accrued expenses and other liabilities
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2,277 | 1,993 | ||||||
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Securities sold, not yet purchased, at fair value
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1,219 | 2,035 | ||||||
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Due to brokers
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1,323 | 376 | ||||||
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Post-employment benefit liability
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1,272 | 1,413 | ||||||
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Debt
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6,509 | 5,186 | ||||||
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Preferred limited partner units
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- | 136 | ||||||
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Total liabilities
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13,444 | 11,767 | ||||||
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Equity:
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Limited partners:
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Depositary units: 92,400,000 authorized; issued 85,865,619 and 75,912,797 at September 30, 2010 and December 31, 2009; outstanding 84,728,419 and 74,775,597 at September 30, 2010 and December 31, 2009, respectively
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3,477 | 2,828 | ||||||
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General partner
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(282 | ) | 18 | |||||
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Treasury units at cost: 1,137,200 depositary units
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(12 | ) | (12 | ) | ||||
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Equity attributable to Icahn Enterprises
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3,183 | 2,834 | ||||||
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Equity attributable to non-controlling interests
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4,711 | 4,285 | ||||||
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Total equity
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7,894 | 7,119 | ||||||
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Total Liabilities and Equity
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$ | 21,338 | $ | 18,886 | ||||