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 23, 2010
ICAHN
ENTERPRISES L.P.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
1-9516
|
13-3398766
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
767
Fifth Avenue, Suite 4700, New York, NY 10153
|
|
(Address
of Principal Executive Offices) (Zip
Code)
|
(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
|
Written communication 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))
|
Section 8
– Other Events
Item
8.01 Other Events.
On February 23, 2010, Federal-Mogul Corporation, a
subsidiary of Icahn Enterprises L.P., issued a press release announcing its
financial results
for the fourth quarter and year ended December 31, 2009. 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
February 23, 2010.
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.
|
ICAHN
ENTERPRISES L.P.
(Registrant)
|
||
|
|
||
|
By:
|
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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||
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Chief
Financial Officer
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||
Date:
February 23, 2010
EXHIBIT
99.1
Federal-Mogul Reports Strong
Q4 2009 Net Income and Record Cash Flow
Third
Consecutive Quarter of Increased Earnings and Significant Cash Flow
Southfield,
Michigan, February 23, 2010. . . .Federal-Mogul Corporation (NASDAQ: FDML) today
reported strong Q4 2009 profitability, with higher gross margin, improved net
income of $43 million, or $0.43 per diluted share, and $251 million record cash
flow2 with
increased sales versus Q4 2008. The company improved financial
performance in each consecutive quarter of 2009 as restructuring and cost
reduction initiatives enhanced Federal-Mogul’s operating
leverage. Stronger demand in Q4 2009, coupled with savings from prior
restructuring initiatives lifted gross margin and Operational EBITDA1 percent
of sales back to levels approaching those attained prior to the automotive
market downturn.
|
2009
|
2008
|
|||||||||||||||||||||||||||
|
Financial Summary
|
Q4 | Q3 | Q2 | Q1 |
FY
|
Q4 |
FY
|
|||||||||||||||||||||
|
($
millions)
|
||||||||||||||||||||||||||||
|
Net
Sales
|
$ | 1,408 | $ | 1,380 | $ | 1,304 | $ | 1,238 | $ | 5,330 | $ | 1,319 | $ | 6,866 | ||||||||||||||
|
Gross
Margin
|
225 | 212 | 198 | 158 | 792 | 183 | 1,124 | |||||||||||||||||||||
|
pct. of
sales
|
16.0 | % | 15.4 | % | 15.2 | % | 12.8 | % | 14.9 | % | 13.9 | % | 16.4 | % | ||||||||||||||
|
SG&A
|
(164 | ) | (173 | ) | (170 | ) | (184 | ) | (690 | ) | (162 | ) | (774 | ) | ||||||||||||||
|
pct. of
sales
|
11.6 | % | 12.5 | % | 13.0 | % | 14.9 | % | 12.9 | % | 12.3 | % | 11.3 | % | ||||||||||||||
|
Net
Income (loss)
|
43 | 10 | 3 | (101 | ) | (45 | ) | (530 | ) | (468 | ) | |||||||||||||||||
|
attributable
to Federal-Mogul
|
||||||||||||||||||||||||||||
|
Earnings
(loss) Per Share
|
.43 | .10 | .03 | (1.02 | ) | (.46 | ) | (5.36 | ) | (4.69 | ) | |||||||||||||||||
|
in
dollars, diluted EPS
|
||||||||||||||||||||||||||||
|
Operational EBITDA1
|
170 | 134 | 129 | 70 | 503 | 113 | 762 | |||||||||||||||||||||
|
pct. of
sales
|
12.1 | % | 9.7 | % | 9.9 | % | 5.7 | % | 9.4 | % | 8.6 | % | 11.0 | % | ||||||||||||||
|
Cash
Flow 2
|
$ | 251 | $ | 112 | $ | 6 | $ | (196 | ) | $ | 173 | $ | 181 | $ | 119 | |||||||||||||
“The strong and
profitable fourth quarter shows the benefits of higher sales combined with
significant operational improvements throughout the
year. Federal-Mogul’s improved margins
demonstrate that we have successfully converted incremental fourth quarter
revenue at a higher level of profitability than in prior
quarters. Our record $251 million cash flow is the result of
increased profitability combined with effective working capital management and
efficient capital investments,” said José Maria Alapont,
Federal-Mogul President and CEO.
Federal-Mogul,
on a year-over-year basis, reported Q4 2009 sales of $1.4 billion versus $1.3
billion in Q4 2008. The company reported that 17 percent of total
revenue was generated outside the United States, Canada and Europe in Q4 2009,
representing a 24 percent increase over the fourth quarter of
2008. Federal-Mogul continues to expand its market share positions,
manufacturing capacity and engineering presence in China, India, Brazil and
other growth markets which have performed better during the global automotive
downturn. Federal-Mogul benefits from strong customer, market and
product diversity, with no single customer accounting for more than 5 percent of
global revenue in 2009.
Gross
margin was $225 million or 16 percent of sales in Q4 2009 a $42 million or 2.1
percentage point margin improvement versus $183 million or 13.9 percent in the
same period of 2008. The company’s ability to
attain significantly higher gross margin than in Q4 2008 reflects the increasing
benefit of Federal-Mogul’s
variable cost company strategy including the restructuring and cost reduction
initiatives largely completed during 2009.
“We have reduced
the run-rate of the company’s global cost base
by approximately $460 million annually, while simultaneously making strategic
investments in leading technology and innovation, best cost global manufacturing
and better processes and systems for world class quality, cost competitiveness
and customer support,” Alapont
explained.
Net
income was $43 million in Q4 2009 versus a net loss of $(530) million in Q4
2008. Federal-Mogul’s Operational
EBITDA1 for Q4
2009 was $170 million or 12.1 percent of sales, a $57 million or 3.5 percentage
point increase, compared to $113 million or 8.6 percent of sales reported during
the fourth quarter a year ago.
The
company achieved an all-time record quarterly cash flow2 of $251
million in Q4 2009, a $70 million increase over Q4 2008. As a result,
Federal-Mogul has $1.5 billion of liquidity with over $1.0 billion of cash and
an unused revolver of $0.5 billion.
-2-
“Federal-Mogul
continued to improve sequential quarterly operating performance as a result of
the increasingly positive effect of our cost reduction and restructuring
initiatives combined with the ongoing financial market and automotive industry
stabilization.”
“Through our global
efforts, the company improved sales, raised operating margins, reduced SG&A,
improved Operational EBITDA and significantly increased cash flow in each
successive quarter,” Alapont
said.
Federal-Mogul,
for full year 2009, reported sales of $5.3 billion or a decline of about $1.5
billion versus full year 2008. The global automotive and financial market
downturn depressed industry volumes throughout most of 2009. On a
constant dollar basis, when compared to 2008, Federal-Mogul’s 2009 sales were
down 19 percent or $1.2 billion.
The
company reported a net loss of $(45) million in full year 2009, versus a net
loss of $(468) million in 2008. When adjusting net income for
impairments and restructuring charges relating to the company’s capacity
rationalization, Federal-Mogul achieved break-even results in 2009, which
demonstrates the effectiveness of the company’s variable cost
strategy to maximize earnings and cash flow performance.
“Together with our
2009 financial performance, our product and market strategy was well-aligned
with global customer needs. We are well positioned to meet market
demands for improved fuel economy, reduced emissions and greater vehicle
safety. Our strong cash flow and significantly improved liquidity
provides the necessary flexibility to pursue portfolio enhancements or footprint
realignment to accelerate our progress in spite of changing market
conditions,”
said Alapont.
“Further, we are
implementing strategies to increase our sales to customers in the Energy,
Industrial and Transport (EIT) market segments, where we generate about 9
percent of our total revenue today. We believe business segments like
the expanding wind energy market, improving industrial markets and growth in the
global supply chain will increasingly benefit Federal-Mogul, due to our
specialized products to serve these segments.
-3-
“Our performance
throughout 2009 is indicative of the proactive and effective steps taken by
Federal-Mogul to counter the impact of the financial markets downturn in
2009. We believe our progressively improving performance in 2009
establishes a strong indication of our ability to generate sustainable global
profitable growth. We remain optimistic that the global markets will
strengthen in 2010 and we expect to continue to drive further earnings
efficiency within our existing infrastructure, while capitalizing on increasing
sales in mature and new growth markets,” Alapont
concluded.
1
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, the impact on gross margin of the fresh-start
reporting valuation of inventory, and the expense relating to U.S. based funded
pension plans.
2 Cash
flow is equal to net cash provided by operating activities less net cash used by
investing activities as set forth on the attached statement of cash flows,
excluding cash received from the 524g trust and impacts of the Chapter 11 plan
of reorganization.
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 about 39,000 people in 36 countries. Visit the
company’s Web
site at www.federalmogul.com.
-4-
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.
# #
#
Fourth Quarter Conference
Call Details
Representatives
of Federal-Mogul Corporation will hold a fourth quarter and full-year 2009
financial results conference call and audio webcast on Tuesday, February 23 at
10:00 a.m., EST. To participate in the call:
Domestic
calls: 888-713-4216
International
calls: 617-213-4868
Pass code
I.D. # 72445960
The live
audio webcast will be accessible in the Investor Relations section of the
corporate website at www.federalmogul.com on February 23, 2010 at 10:00 a.m.
EST. An audio replay of the call will be available two hours following the call
and will be accessible until March 23, 2010 at:
Domestic
calls: 888-286-8010
International
calls: 617-801-6888
Pass code
I.D. # 95300342
|
CONTACT:
|
Steve
Gaut (248) 354-7826 for media
|
David
Pouliot (248) 354-7967 for investor questions
-5-
FEDERAL-MOGUL
CORPORATION
Consolidated
Statements of Operations
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
December 31
|
December 31
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
(Millions of Dollars, Except Per Share Amounts)
|
||||||||||||||||
|
Net
sales
|
$ | 1,408 | $ | 1,319 | $ | 5,330 | $ | 6,866 | ||||||||
|
Cost
of products sold
|
(1,183 | ) | (1,136 | ) | (4,538 | ) | (5,742 | ) | ||||||||
|
Gross
margin
|
225 | 183 | 792 | 1,124 | ||||||||||||
|
Selling,
general and administrative expenses
|
(164 | ) | (162 | ) | (690 | ) | (774 | ) | ||||||||
|
Adjustment
of assets to fair value
|
(16 | ) | (451 | ) | (17 | ) | (451 | ) | ||||||||
|
Interest
expense, net
|
(32 | ) | (43 | ) | (132 | ) | (180 | ) | ||||||||
|
Amortization
expense
|
(12 | ) | (19 | ) | (49 | ) | (76 | ) | ||||||||
|
Chapter
11 and U.K. Administration related
reorganization
expenses
|
- | (2 | ) | (3 | ) | (17 | ) | |||||||||
|
Equity
earnings of non-consolidated affiliates
|
7 | 3 | 16 | 23 | ||||||||||||
|
Restructuring
expense, net
|
7 | (118 | ) | (32 | ) | (132 | ) | |||||||||
|
Other
income, net
|
3 | 24 | 43 | 37 | ||||||||||||
|
Income
(loss) before income taxes
|
18 | (585 | ) | (72 | ) | (446 | ) | |||||||||
|
Income
tax benefit (expense)
|
28 | 53 | 39 | (19 | ) | |||||||||||
|
Net
income (loss)
|
46 | (532 | ) | (33 | ) | (465 | ) | |||||||||
|
Less
net (income) loss attributable to
|
||||||||||||||||
|
noncontrolling
interests
|
(3 | ) | 2 | (12 | ) | (3 | ) | |||||||||
|
Net
income (loss) attributable to Federal-Mogul
|
$ | 43 | $ | (530 | ) | $ | (45 | ) | $ | (468 | ) | |||||
|
Income (loss) per common
share:
|
||||||||||||||||
|
Basic
|
$ | 0.43 | $ | (5.36 | ) | $ | (0.46 | ) | $ | (4.69 | ) | |||||
|
Diluted
|
$ | 0.43 | $ | (5.36 | ) | $ | (0.46 | ) | $ | (4.69 | ) | |||||
|
Basic
shares outstanding (in millions)
|
98.9 | 98.9 | 98.9 | 99.7 | ||||||||||||
|
Diluted
shares outstanding (in millions)
|
99.4 | 99.3 | 99.3 | 100.0 | ||||||||||||
-6-
Consolidated
Balance Sheets
|
December 31
|
December 31
|
|||||||
|
2009
|
2008
|
|||||||
|
(Millions of Dollars)
|
||||||||
|
ASSETS
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and equivalents
|
$ | 1,034 | $ | 888 | ||||
|
Accounts
receivable, net
|
950 | 939 | ||||||
|
Inventories,
net
|
823 | 894 | ||||||
|
Prepaid
expenses and other current assets
|
221 | 267 | ||||||
|
Total
current assets
|
3,028 | 2,988 | ||||||
|
Property,
plant and equipment, net
|
1,834 | 1,911 | ||||||
|
Goodwill
and other indefinite-lived intangible assets
|
1,427 | 1,430 | ||||||
|
Definite-lived
intangible assets, net
|
515 | 564 | ||||||
|
Other
noncurrent assets
|
323 | 343 | ||||||
| $ | 7,127 | $ | 7,236 | |||||
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||
|
Current
liabilities:
|
||||||||
|
Short-term
debt, including current portion of long-term debt
|
$ | 97 | $ | 102 | ||||
|
Accounts
payable
|
537 | 622 | ||||||
|
Accrued
liabilities
|
410 | 483 | ||||||
|
Current
portion of postemployment benefit liability
|
61 | 61 | ||||||
|
Other
current liabilities
|
175 | 204 | ||||||
|
Total
current liabilities
|
1,280 | 1,472 | ||||||
|
Long-term
debt
|
2,760 | 2,768 | ||||||
|
Postemployment
benefits
|
1,298 | 1,240 | ||||||
|
Long-term
portion of deferred income taxes
|
498 | 554 | ||||||
|
Other
accrued liabilities
|
192 | 206 | ||||||
|
Shareholders’
equity:
|
||||||||
|
Preferred
stock ($.01 par value; 90,000,000 authorized shares; none
issued)
|
- | - | ||||||
|
Common
stock ($.01 par value; 450,100,000 authorized shares; 100,500,000 issued
shares; 98,904,500 outstanding shares as of December 31, 2009 and
2008)
|
1 | 1 | ||||||
|
Additional
paid-in capital, including warrants
|
2,123 | 2,123 | ||||||
|
Accumulated
deficit
|
(513 | ) | (468 | ) | ||||
|
Accumulated
other comprehensive loss
|
(571 | ) | (688 | ) | ||||
|
Treasury
stock, at cost
|
(17 | ) | (17 | ) | ||||
|
Total
Federal-Mogul shareholders’
equity
|
1,023 | 951 | ||||||
|
Noncontrolling
interests
|
76 | 45 | ||||||
|
Total
shareholders’
equity
|
1,099 | 996 | ||||||
| $ | 7,127 | $ | 7,236 | |||||
-7-
FEDERAL-MOGUL
CORPORATION
Consolidated
Statements of Cash Flows
|
Year Ended
|
||||||||
|
December 31
|
||||||||
|
2009
|
2008
|
|||||||
|
(Millions
of Dollars)
|
||||||||
|
Cash
Provided From (Used By) Operating Activities
|
||||||||
|
Net
loss
|
$ | (33 | ) | $ | (465 | ) | ||
|
Adjustments
to reconcile net loss to net cash provided from
|
||||||||
|
operating
activities:
|
||||||||
|
Depreciation
and amortization
|
327 | 349 | ||||||
|
Cash
received from 524(g) Trust
|
40 | 225 | ||||||
|
Payments
to settle non-debt liabilities subject to compromise, net
|
(51 | ) | (23 | ) | ||||
|
Chapter
11 and U.K. Administration related reorganization expenses
|
3 | 17 | ||||||
|
Payments
for Chapter 11 and U.K. Administration related reorganization
expenses
|
(6 | ) | (48 | ) | ||||
|
Adjustment
of assets to fair value
|
17 | 451 | ||||||
|
Restructuring
expense, net
|
32 | 132 | ||||||
|
Payments
against restructuring liabilities
|
(94 | ) | (40 | ) | ||||
|
Gain
on involuntary conversion
|
(7 | ) | (12 | ) | ||||
|
Insurance
proceeds from involuntary conversion, excluding capital
|
7 | 24 | ||||||
|
Gain
on sale of debt investment
|
(8 | ) | - | |||||
|
Change
in postemployment benefits, including pensions
|
48 | (11 | ) | |||||
|
Change
in deferred taxes
|
(34 | ) | 49 | |||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Accounts
receivable
|
14 | 89 | ||||||
|
Inventories
|
93 | 122 | ||||||
|
Accounts
payable
|
(82 | ) | (61 | ) | ||||
|
Other
assets and liabilities
|
62 | (171 | ) | |||||
|
Net
Cash Provided From Operating Activities
|
328 | 627 | ||||||
|
Cash
Provided From (Used By) Investing Activities
|
||||||||
|
Expenditures
for property, plant and equipment
|
(176 | ) | (320 | ) | ||||
|
Net
settlement from sale of debt investment
|
8 | - | ||||||
|
Net
proceeds from the sale of property, plant and equipment
|
2 | 13 | ||||||
|
Insurance
proceeds from involuntary conversion of capital
|
- | 6 | ||||||
|
Payments
to acquire business
|
- | (5 | ) | |||||
|
Net
Cash Used By Investing Activities
|
(166 | ) | (306 | ) | ||||
|
Cash
Provided From (Used By) Financing Activities
|
||||||||
|
Proceeds
from borrowings on exit facilities
|
- | 2,082 | ||||||
|
Repayment
of Tranche A, Revolver and PIK Notes
|
- | (1,791 | ) | |||||
|
Principal
payments on exit facilities
|
(30 | ) | (22 | ) | ||||
|
Decrease
in other long-term debt
|
- | (18 | ) | |||||
|
Decrease
in short-term debt
|
(8 | ) | (29 | ) | ||||
|
Purchase
of treasury stock
|
- | (17 | ) | |||||
|
Net
proceeds (payments) from factoring arrangements
|
4 | (7 | ) | |||||
|
Debt
amendment/issuance fees
|
(1 | ) | (1 | ) | ||||
|
Net
Cash (Used By) Provided From Financing Activities
|
(35 | ) | 197 | |||||
|
Effect
of foreign currency exchange rate fluctuations on cash
|
19 | (55 | ) | |||||
|
Increase
in cash and equivalents
|
146 | 463 | ||||||
|
Cash
and equivalents at beginning of period
|
888 | 425 | ||||||
|
Cash
and equivalents at end of period
|
$ | 1,034 | $ | 888 | ||||
-8-
Reconciliation
of Non-GAAP Financial Measures (Unaudited)
(Millions
of Dollars)
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
December 31
|
December 31
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Net
income (loss)
|
$ | 46 | $ | (532 | ) | $ | (33 | ) | $ | (465 | ) | |||||
|
Depreciation
and amortization
|
86 | 83 | 327 | 349 | ||||||||||||
|
Chapter
11 and U.K. Administration related
|
||||||||||||||||
|
reorganization
expense
|
- | 2 | 3 | 17 | ||||||||||||
|
Interest
expense, net
|
32 | 43 | 132 | 180 | ||||||||||||
|
Income
tax (benefit) expense
|
(28 | ) | (53 | ) | (39 | ) | 19 | |||||||||
|
Restructuring,
net
|
(7 | ) | 118 | 32 | 132 | |||||||||||
|
Adjustment
of assets to fair value
|
16 | 451 | 17 | 451 | ||||||||||||
|
Expense
associated with U.S. based funded pension plans
|
17 | 1 | 66 | 5 | ||||||||||||
|
Fresh-start
inventory adjustment
|
- | - | - | 68 | ||||||||||||
|
Other
|
8 | - | (2 | ) | 6 | |||||||||||
|
Operational
EBITDA
|
$ | 170 | $ | 113 | $ | 503 | $ | 762 | ||||||||
|
Net
cash provided from operating activities:
|
$ | 280 | $ | 252 | 328 | $ | 627 | |||||||||
|
Adjustments:
|
||||||||||||||||
|
Cash
received from 524(g) Trust
|
- | - | (40 | ) | (225 | ) | ||||||||||
|
Net
payments for implementation of the Plan, including
|
||||||||||||||||
|
settlement
of non-debt liabilities subject to compromise
|
- | 1 | 51 | 23 | ||||||||||||
|
Cash
provided from operations, excluding the impacts
|
||||||||||||||||
|
of
the Plan
|
$ | 280 | $ | 253 | $ | 339 | $ | 425 | ||||||||
|
Cash
used by investing activities
|
(29 | ) | (72 | ) | (166 | ) | (306 | ) | ||||||||
|
Cash
flow
|
$ | 251 | $ | 181 | $ | 173 | $ | 119 | ||||||||
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, the impact on gross margin of the fresh-start reporting valuation of
inventory, and the expense relating to U.S.based funded pension
plans.
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