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): April 28, 2010
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
|
|
(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:
|
o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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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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|
o
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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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Item
8.01 Other Events.
On April 28, 2010, Federal-Mogul Corporation, a
subsidiary of Icahn Enterprises L.P., issued a press release announcing its
financial results
for the three months ended March 31, 2010. A copy of the press release is attached
hereto as Exhibit 99.1.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
99.1 - Press release dated
April 28, 2010.
[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.
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|||
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(Registrant)
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|||
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By:
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Icahn
Enterprises G.P. Inc.,
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||
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its
general partner
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|||
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By:
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/s/
Dominick Ragone
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Dominick
Ragone
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|||
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Chief
Financial Officer
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|||
Date: April 28, 2010
EXHIBIT
99.1
Federal-Mogul Reports
Another Strong
Quarter of Improved Earnings
and
Cash Flow in Q1
2010
Company
Converts Higher Revenue to Greater Profitability
Southfield,
Michigan, April 28, 2010 - Federal-Mogul Corporation (NASDAQ: FDML) today
reported its first quarter 2010 financial performance, with sales of $1.5
billion, 20 percent higher versus Q1 2009, strong gross margin of $254 million
or 17.1 percent and net income of $15 million or $0.15 per diluted
share. Excluding a charge resulting from the Venezuelan currency
devaluation, the company realized adjusted net income of $35 million or $0.35
per share for Q1 2010. Analysts’ consensus earnings expectation for Q1
2010 was $0.22 per share.1
The company’s operational EBITDA2 nearly
doubled versus the prior year to $138 million and cash flow3 strongly
improved to $50 million during the quarter.
|
Financial
Summary
($
millions, except per share)
|
2010
Q1 |
2009
Q1 |
||||||
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Net
Sales
|
$ | 1,489 | $ | 1,238 | ||||
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Gross
Margin
|
254 | 158 | ||||||
|
pct.
of sales
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17.1 | % | 12.8 | % | ||||
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SG&A
|
(184 | ) | (184 | ) | ||||
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pct.
of sales
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12.4 | % | 14.9 | % | ||||
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Net
Income (loss)
attributable
to Federal-Mogul
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15 | (101 | ) | |||||
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Earnings
(loss) Per Share
in
dollars, diluted EPS
|
0.15 | (1.02 | ) | |||||
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Operational
EBITDA2
|
138 | 70 | ||||||
|
pct.
of sales
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9.3 | % | 5.7 | % | ||||
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Cash
Flow 3
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$ | 50 | $ | (196 | ) | |||
“Federal-Mogul’s
strong financial results in the first quarter of 2010 demonstrate the benefit of
an improving industry and the positive impact of our customer, market and
product diversification, combined with the company’s ability to leverage its
lower operating cost resulting from restructuring initiatives in 2009,” said
José Maria Alapont, President and Chief Executive Officer. “We nearly
doubled our EBITDA during Q1 2010 on a sales increase of 20 percent,
demonstrating our capability to convert incremental revenue to greater
profitability.”
The
company’s stronger sales performance reflected an overall improvement in global
automotive original equipment market demand. Federal-Mogul’s sales in Q1 2010 of
$1,489 million improved 20 percent, versus $1,238 million recorded during the
same period one year ago. Federal-Mogul realized market share gains
in all three of its business units serving the original equipment automakers.
The company’s sales were higher in all regions, with Asia-Pacific original
equipment sales up 98 percent in the quarter versus the prior year, as compared
to original equipment market expansion in the region of 46 percent during Q1
2010 versus Q1 2009.
Gross
margin in Q1 2010 was $254 million or 17.1 percent of sales versus $158 million
or 12.8 percent in Q1 2009. Federal-Mogul recorded SG&A expenses
of $184 million or 12.4 percent of sales during Q1 2010, versus $184 million or
14.9 percent of sales in the same period of 2009. The company has a
strong track record of SG&A improvement and continues to develop plans to
further leverage existing staff support costs as the traditional automotive
markets strengthen and the company implements plans to grow in Energy,
Industrial and Transport market segments, where its core products can be applied
to new product categories.
The
company reported, in Q1 2010, net income of $15 million or $0.15 per diluted
share or $35 million or $0.35 per share excluding the impact of the charge to
recognize the Venezuelan currency devaluation. Federal-Mogul
recorded, in Q1 2009, a net loss of $(101) million.
Operational
EBITDA in Q1 2010 was $138 million or 9.3 percent of sales, nearly double the
$70 million or 5.7 percent of sales reported in Q1 2009. Operational
EBITDA for the first quarter 2010, excluding the impact of the currency
devaluation in Venezuela, was $158 million or 10.6 percent of
sales.
Cash flow
in Q1 2010 was positive at $50 million, a strong improvement versus cash usage
of $(196) million in Q1 2009. This quarter’s performance, when coupled with
strong cash management in previous quarters, brings cash flow for the last 12
months to over $400 million. This ability to generate significant cash and
deliver earnings during a distressed economic period is indicative of the
strength of the company's sustainable global profitable growth
strategy.
-2-
Federal-Mogul
received, in Q1 2010, seven recognition awards from global customers including
Caterpillar, Cummins, Ford, General Motors, Honda, John Deere and
Toyota. The company continues to operate at world-class quality and
delivery performance levels.
Federal-Mogul’s
leading product portfolio includes numerous technologies capable of increasing
fuel efficiency, reducing emissions, and improving vehicle comfort and
safety. Five industry-leading Federal-Mogul innovations were recently
recognized at the 2010 Automotive News PACETM Awards. PACE
is an industry award given by a panel of independent judges that review leading
innovations submitted by automotive industry suppliers. Federal-Mogul
won PACE Awards in three separate product technology and process innovation
categories, more than any other company in the 2010 competition. The
company’s DuraBowl®
piston, windshield wiper connection system and High Precision
Electro-Erosion Machining Process (HPEEM) were each honored with a PACE Award
for industry-leading innovation and successful commercial application.
Federal-Mogul has received a total of seven PACE awards in recent
years.
“Our
strong first quarter earnings and cash flow performance shows that we are on the
right track. The company’s commitment to leading technology and
innovation to drive this growth was recently recognized through the PACE
Awards. Our customers and now independent industry judges have
recognized Federal-Mogul for developing innovative solutions to solve the
industry’s most pressing challenges for fuel efficiency, emissions reduction and
improved vehicle safety. Through strong financial performance,
customer recognition and leading technology accomplishments we are demonstrating
our capability to generate sustainable global profitable growth,” Alapont
said.
1 Analysts’
expectations according to Thomson Reuters I/B/E/S dated April 27,
2010.
2 Operational EBITDA is
defined as earnings before interest, income taxes, depreciation and
amortization, and certain items such as restructuring and impairment charges,
Chapter 11-related reorganization expenses, gains and losses on the sales of
businesses, and the expense relating to U.S.-based funded pension
plans.
3 Cash flow is equal
to net cash provided from (used by) operating activities less net cash used by
investing as set forth on the attached statement of cash flows, excluding cash
received from the 524(g) Trust and impacts of the Chapter 11 plan of
reorganization.
-3-
About
Federal-Mogul
Federal-Mogul
Corporation is a
leading global supplier of powertrain and safety technologies, serving the
world’s foremost original equipment manufacturers of automotive, light
commercial, heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket. The company’s leading technology
and innovation, lean manufacturing expertise, as well as marketing and
distribution deliver world-class products, brands and services with quality
excellence at a competitive cost. Federal-Mogul is focused on its sustainable
global profitable growth strategy, creating value and satisfaction for its
customers, shareholders and
employees. Federal-Mogul was founded in Detroit in
1899. The company is headquartered in Southfield, Michigan, and
employs nearly 41,000 people in 33 countries. Visit the company’s Web site at
www.federalmogul.com.
Forward-Looking
Statements
Statements
contained in this press release, which are not historical fact, constitute
"Forward-Looking Statements." Actual results may differ materially due to
numerous important factors that are described in Federal-Mogul's most recent
report to the SEC on Form 10-K, which may be revised or supplemented in
subsequent reports to the SEC on Forms 10-Q and 8-K. Such factors include, among
others, the cost and timing of implementing restructuring actions, the Company's
ability to generate cost savings or manufacturing efficiencies to offset or
exceed contractually or competitively required price reductions or price
reductions to obtain new business, conditions in the automotive industry, and
certain global and regional economic conditions. Federal-Mogul does not intend
or assume any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this press release.
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CONTACT:
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Steve
Gaut (248) 354 7826 for media
questions
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David
Pouliot (248) 354-7967 for investor questions
-4-
FEDERAL-MOGUL
CORPORATION
Consolidated
Statements of Operations (Unaudited)
|
Three
Months Ended
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||||||||
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March
31
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||||||||
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2010
|
2009
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|||||||
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(Millions
of Dollars,
Except Per Share Amounts) |
||||||||
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Net
sales
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$ | 1,489 | $ | 1,238 | ||||
|
Cost
of products sold
|
(1,235 | ) | (1,080 | ) | ||||
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Gross
margin
|
254 | 158 | ||||||
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Selling,
general and administrative expenses
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(184 | ) | (184 | ) | ||||
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Interest
expense, net
|
(33 | ) | (34 | ) | ||||
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Amortization
expense
|
(12 | ) | (12 | ) | ||||
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Equity
earnings of non-consolidated affiliates
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7 | - | ||||||
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Restructuring
expense, net
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(1 | ) | (38 | ) | ||||
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Other
(expense) income, net
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(21 | ) | 13 | |||||
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Income
(loss) before income taxes
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10 | (97 | ) | |||||
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Income
tax benefit (expense)
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7 | (4 | ) | |||||
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Net
income (loss)
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17 | (101 | ) | |||||
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Less
net income attributable to
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||||||||
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noncontrolling
interests
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(2 | ) | - | |||||
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Net
income (loss) attributable to Federal-Mogul
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$ | 15 | $ | (101 | ) | |||
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Income (loss) per
common share:
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||||||||
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Basic
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$ | 0.15 | $ | (1.02 | ) | |||
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Diluted
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$ | 0.15 | $ | (1.02 | ) | |||
-5-
FEDERAL-MOGUL
CORPORATION
Consolidated
Balance Sheets (Unaudited)
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March
31
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December
31
|
|||||||
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2010
|
2009
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|||||||
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(Millions
of Dollars)
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||||||||
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ASSETS
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||||||||
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Current
assets:
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||||||||
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Cash
and equivalents
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$ | 1,028 | $ | 1,034 | ||||
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Accounts
receivable, net
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1,018 | 950 | ||||||
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Inventories,
net
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842 | 823 | ||||||
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Prepaid
expenses and other current assets
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231 | 221 | ||||||
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Total
current assets
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3,119 | 3,028 | ||||||
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Property,
plant and equipment, net
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1,762 | 1,834 | ||||||
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Goodwill
and other indefinite-lived intangible assets
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1,427 | 1,427 | ||||||
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Definite-lived
intangible assets, net
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503 | 515 | ||||||
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Other
noncurrent assets
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320 | 323 | ||||||
| $ | 7,131 | $ | 7,127 | |||||
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LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||
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Current
liabilities:
|
||||||||
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Short-term
debt, including current portion of long-term debt
|
$ | 97 | $ | 97 | ||||
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Accounts
payable
|
576 | 537 | ||||||
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Accrued
liabilities
|
408 | 410 | ||||||
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Current
portion of postemployment benefit liability
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60 | 61 | ||||||
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Other
current liabilities
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159 | 175 | ||||||
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Total
current liabilities
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1,300 | 1,280 | ||||||
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Long-term
debt
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2,758 | 2,760 | ||||||
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Postemployment
benefits
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1,284 | 1,298 | ||||||
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Long-term
portion of deferred income taxes
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496 | 498 | ||||||
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Other
accrued liabilities
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187 | 192 | ||||||
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Shareholders’
equity:
|
||||||||
|
Preferred
stock ($.01 par value; 90,000,000 authorized shares;
|
||||||||
|
none
issued)
|
- | - | ||||||
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Common
stock ($.01 par value; 450,100,000 authorized shares;
|
||||||||
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100,500,000
issued shares; 98,904,500 outstanding shares
|
||||||||
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as
of March 31, 2010 and December 31, 2009)
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1 | 1 | ||||||
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Additional
paid-in capital, including warrants
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2,150 | 2,123 | ||||||
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Accumulated
deficit
|
(498 | ) | (513 | ) | ||||
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Accumulated
other comprehensive loss
|
(607 | ) | (571 | ) | ||||
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Treasury
stock, at cost
|
(17 | ) | (17 | ) | ||||
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Total
Federal-Mogul shareholders’ equity
|
1,029 | 1,023 | ||||||
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Noncontrolling
interests
|
77 | 76 | ||||||
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Total
shareholders’ equity
|
1,106 | 1,099 | ||||||
| $ | 7,131 | $ | 7,127 | |||||
-6-
FEDERAL-MOGUL
CORPORATION
Consolidated
Statements of Cash Flows (Unaudited)
|
Three
Months Ended
|
||||||||
|
March
31
|
||||||||
|
2010
|
2009
|
|||||||
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(Millions
of Dollars)
|
||||||||
|
Cash
Provided From (Used By) Operating Activities
|
||||||||
|
Net
income (loss)
|
$ | 17 | $ | (101 | ) | |||
|
Adjustments
to reconcile net income (loss) to net cash provided from
|
||||||||
|
(used
by) operating activities:
|
||||||||
|
Depreciation
and amortization
|
81 | 77 | ||||||
|
Cash
received from 524(g) Trust
|
- | 40 | ||||||
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Payments
to settle non-debt liabilities subject to compromise, net
|
(14 | ) | (49 | ) | ||||
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Loss
on Venezuelan currency devaluation
|
20 | - | ||||||
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Equity
earnings of non-consolidated affiliates
|
(7 | ) | - | |||||
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Cash
dividends received from non-consolidated affiliates
|
20 | - | ||||||
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Gain
on sale of property, plant and equipment
|
(2 | ) | - | |||||
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Change
in postemployment benefits, including pensions
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7 | 14 | ||||||
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Change
in deferred taxes
|
(27 | ) | (3 | ) | ||||
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Changes
in operating assets and liabilities:
|
||||||||
|
Accounts
receivable
|
(83 | ) | (66 | ) | ||||
|
Inventories
|
(36 | ) | (22 | ) | ||||
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Accounts
payable
|
56 | (107 | ) | |||||
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Other
assets and liabilities
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48 | 57 | ||||||
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Net
Cash Provided From (Used By) Operating Activities
|
80 | (160 | ) | |||||
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Cash
Provided From (Used By) Investing Activities
|
||||||||
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Expenditures
for property, plant and equipment
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(46 | ) | (45 | ) | ||||
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Net
proceeds from the sale of property, plant and equipment
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2 | - | ||||||
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Net
Cash Used By Investing Activities
|
(44 | ) | (45 | ) | ||||
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Cash
Provided From (Used By) Financing Activities
|
||||||||
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Principal
payments on term loans
|
(7 | ) | (7 | ) | ||||
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Decrease
in other long-term debt
|
(1 | ) | (1 | ) | ||||
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Increase
in short-term debt
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1 | 2 | ||||||
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Net
payments from factoring arrangements
|
(14 | ) | (9 | ) | ||||
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Net
Cash Used By Financing Activities
|
(21 | ) | (15 | ) | ||||
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Effect
of Venezuelan currency devaluation on cash
|
(16 | ) | - | |||||
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Effect
of foreign currency exchange rate fluctuations on cash
|
(5 | ) | (4 | ) | ||||
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Effect
of foreign currency fluctuations on cash
|
(21 | ) | (4 | ) | ||||
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Decrease
in cash and equivalents
|
(6 | ) | (224 | ) | ||||
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Cash
and equivalents at beginning of period
|
1,034 | 888 | ||||||
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Cash
and equivalents at end of period
|
$ | 1,028 | $ | 664 | ||||
-7-
FEDERAL-MOGUL
CORPORATION
Reconciliation
of Non-GAAP Financial Measures (Unaudited)
(Millions
of Dollars)
|
Three
Months Ended
|
||||||||
|
March
31
|
||||||||
|
2010
|
2009
|
|||||||
|
Net
income (loss)
|
$ | 17 | $ | (101 | ) | |||
|
Depreciation
and amortization
|
81 | 77 | ||||||
|
Interest
expense, net
|
33 | 34 | ||||||
|
Income
tax (benefit) expense
|
(7 | ) | 4 | |||||
|
Restructuring,
net
|
1 | 38 | ||||||
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Adjustment
of assets to fair value
|
4 | (1 | ) | |||||
|
Expense
associated with U.S. based funded pension plans
|
13 | 17 | ||||||
|
Other
|
(4 | ) | 2 | |||||
|
Operational
EBITDA
|
$ | 138 | $ | 70 | ||||
|
Net
cash provided from (used by) operating activities:
|
$ | 80 | $ | (160 | ) | |||
|
Adjustments:
|
||||||||
|
Cash
received from 524(g) Trust
|
- | (40 | ) | |||||
|
Net
payments for implementation of the Plan, including settlement
|
||||||||
|
of
non-debt liabilities subject to compromise
|
14 | 49 | ||||||
|
Cash
provided from operations, excluding the impacts
|
||||||||
|
of
the Plan
|
$ | 94 | $ | (151 | ) | |||
|
Cash
used by investing activities
|
(44 | ) | (45 | ) | ||||
|
Cash
flow
|
$ | 50 | $ | (196 | ) | |||
Management
believes that Operational EBITDA most closely approximates the cash flow
associated with the operational earnings of the Company and uses Operational
EBITDA to measure the performance of its operations. Operational EBITDA is
defined as earnings before interest, income taxes, depreciation and
amortization, and certain items such as restructuring and impairment charges,
Chapter 11 related reorganization expenses, gains and losses on the sales of
businesses, and the expense relating to U.S.based funded pension
plans.
# # #
-8-