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 4, 2009
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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Registrant’s
Telephone Number, Including Area Code: (212) 702-4300
(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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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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
2.02 Results of Operations and Financial Condition.
The
following information is furnished pursuant to Item 2.02, “Results of Operations
and Financial Condition.”
On March
4, 2009, Icahn Enterprises L.P. issued a press release reporting its financial
results for the fourth quarter and full year of 2008. A copy of the press
release is attached hereto as Exhibit 99.1.
Section
9 - Financial Statements and Exhibits
Item
9.01(d) Exhibits.
Exhibit 99.1 - Press
Release dated March 4, 2009.
Exhibit
Index
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99.1
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Press
Release dated March 4, 2009
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[remainder
of page intentionally left blank; signature page follows]
SIGNATURES
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: |
ICAHN
ENTERPRISES G.P. Inc.
its
General Partner
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|||
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By: | /s/ Dominick Ragone | ||
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Dominick
Ragone
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||||
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Principal
Financial Officer
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||||
Date: March 4, 2009
Investor
Contact:
Dominick
Ragone
Chief
Financial Officer
(646)
861-7500
For
Release: March 4, 2009
Icahn
Enterprises L.P. Files Annual Report; Reports Fourth Quarter Financial
Results
Announces
Quarterly Distribution and Earnings Call
New York,
NY – Icahn Enterprises L.P. (NYSE: IEP) today filed its annual report on Form
10-K and reported
net loss of $43 million, or $0.80 per LP unit, for the twelve months ended
December 31, 2008, compared to net earnings of $308 million, or $1.58 per LP
unit, for the same period in fiscal 2007. Icahn Enterprises declared
a quarterly distribution of $0.25 per unit on its depositary units, payable in
the first quarter of fiscal 2009. The distribution will be paid on
March 30, 2009 to depositary unitholders of record at the close of business on
March 16, 2009.
Full
Year 2008
For the
twelve months ended December 31, 2008, revenues were $5,027 million as compared
to $2,491 million in the twelve months ended December 31, 2007. Loss
from continuing operations was $528 million for the twelve months ended December
31, 2008, which included restructuring expenses and impairment charges primarily
for goodwill and intangible assets aggregating $453 million, compared to income
of $219 million for the comparable period of fiscal 2007, which included
restructuring expenses and impairment charges primarily for tangible assets
aggregating $32 million. Income from discontinued operations was $485
million for the twelve months ended December 31, 2008, compared to $89 million
for the comparable period in fiscal 2007.
Three
Months Ended December 31, 2008
For the
three months ended December 31, 2008, revenues were $236 million as compared to
$339 million in the three months ended December 31, 2007. Loss from
continuing operations was $467 million for the three months ended December 31,
2008, which included restructuring expenses and impairment charges primarily for
goodwill and intangible assets aggregating $426 million, compared to a loss of
$15 million for the comparable period of fiscal 2007, which included
restructuring expenses and impairment charges for tangible and intangible assets
aggregating $8 million. Loss from discontinued operations was $1
million for the three months ended December 31, 2008, compared to income of $13
million for the comparable period in fiscal 2007.
Conference
Call Information
Icahn
Enterprises L.P. will discuss its fourth quarter results on a conference call
and Webcast on Thursday, March 5, 2009 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 (800)
938-1410. The international number is
(702) 696-4768. The access code for both is
87664899.
Copies of
Annual Report on Form 10-K
Holders
of our depositary units, our preferred depositary units or our notes may contact
us at the address below to request a hard copy of the 2008 annual
report.
Investor
Relations Department
Icahn
Enterprises L.P
767 Fifth
Avenue, 47th Floor
New York,
New York 10153
Email:
ir@ielp.com
* *
*
Icahn
Enterprises L.P. (NYSE: IEP), a master limited partnership, is a diversified
holding company engaged in five primary business segments: Investment
Management, Automotive, Metals, Real Estate and Home Fashion. For
more information, please visit the company’s website at
www.icahnenterprises.com.
Caution
Concerning Forward-Looking Statements
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; 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,
and competition for residential and investment properties; 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
SEC. We undertake no obligation to publicly update or review any
forward-looking information, whether as a result of new information, future
developments or otherwise.
APPENDIX I
CONSOLIDATED STATEMENTS OF
OPERATIONS
In millions except per unit
data
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Three Months
Ended
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||||||||
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December
31,
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||||||||
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2008
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2007
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|||||||
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Revenues
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$ | 236 | $ | 339 | ||||
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Expenses
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2,230 | 471 | ||||||
| (1,994 | ) | (132 | ) | |||||
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Income tax
benefit
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62 | 5 | ||||||
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Non-controlling interests in
loss
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1,465 | 112 | ||||||
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Loss from continuing
operations
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(467 | ) | (15 | ) | ||||
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(Loss) income from discontinued
operations
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(1 | ) | 13 | |||||
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Net loss
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$ | (468 | ) | $ | (2 | ) | ||
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Net earnings (loss) attributable
to:
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||||||||
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Limited
partners
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$ | 1 | $ | (2 | ) | |||
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General
partner
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(469 | ) | - | |||||
| $ | (468 | ) | $ | (2 | ) | |||
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Net (loss) earnings per LP
unit:
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||||||||
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Basic and diluted earnings
(loss):
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||||||||
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Loss from continuing
operations
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$ | (6.49 | ) | $ | (0.21 | ) | ||
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(Loss) income from discontinued
operations
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(0.02 | ) | 0.19 | ||||
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Basic and diluted loss per LP
unit
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$ | (6.51 | ) | $ | (0.02 | ) | ||
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Weighted-average LP
units
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||||||||
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outstanding
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72 | 70 | ||||||
APPENDIX II
CONSOLIDATED STATEMENTS OF
OPERATIONS
In millions except per unit
data
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Twelve Months
Ended
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||||||||
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December
31,
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||||||||
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2008
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2007
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Revenues
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$ | 5,027 | $ | 2,491 | ||||
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Expenses
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8,153 | 2,002 | ||||||
| (3,126 | ) | 489 | ||||||
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Income tax
expense
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(47 | ) | (9 | ) | ||||
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Non-controlling interests in
(income) loss
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2,645 | (261 | ) | |||||
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(Loss) income from continuing
operations
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(528 | ) | 219 | |||||
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Income from discontinued
operations
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485 | 89 | ||||||
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Net (loss)
earnings
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$ | (43 | ) | $ | 308 | |||
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Net (loss) earnings attributable
to:
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||||||||
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Limited
partners
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$ | (57 | ) | $ | 103 | |||
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General
partner
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14 | 205 | ||||||
| $ | (43 | ) | $ | 308 | ||||
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Net (loss) earnings per LP
unit:
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||||||||
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Basic and diluted earnings
(loss):
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||||||||
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(Loss) income from continuing
operations
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$ | (7.84 | ) | $ | 0.24 | |||
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Income from discontinued
operations
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7.04 | 1.34 | ||||||
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Basic and diluted (loss) earnings
per LP unit
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$ | (0.80 | ) | $ | 1.58 | |||
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Weighted-average LP
units
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||||||||
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outstanding
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71 | 65 | ||||||
APPENDIX III
CONSOLIDATED BALANCE
SHEETS
The
following table presents Icahn Enterprises L.P.'s consolidated summary balance
sheet data
(in millions)
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December
31,
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December
31,
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|||||||
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2008
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2007
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|||||||
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ASSETS
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||||||||
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Investment
Management:
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||||||||
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Cash and cash
equivalents
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$ | 5 | $ | 26 | ||||
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Cash held at consolidated
affiliated partnerships and restricted cash
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3,862 | 1,105 | ||||||
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Securities owned, at fair
value
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4,261 | 5,920 | ||||||
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Other
assets
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236 | 999 | ||||||
| 8,364 | 8,050 | |||||||
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Automotive:
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Cash and cash
equivalents
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888 | - | ||||||
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Inventories,
net
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894 | - | ||||||
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Property, plant and equipment,
net
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1,911 | - | ||||||
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Goodwill and other
assets
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3,529 | - | ||||||
| 7,222 | - | |||||||
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Metals, Real Estate and Home
Fashion:
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Cash and cash
equivalents
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350 | 328 | ||||||
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Other
assets
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1,426 | 1,129 | ||||||
| 1,776 | 1,457 | |||||||
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Holding
Company:
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Cash and cash
equivalents
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1,369 | 1,759 | ||||||
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Other
assets
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84 | 1,168 | ||||||
| 1,453 | 2,927 | |||||||
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Total
Assets
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$ | 18,815 | $ | 12,434 | ||||
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LIABILITIES AND PARTNERS'
EQUITY
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||||||||
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Investment
Management:
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||||||||
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Accounts payable, accrued expenses
and other liabilities
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$ | 1,106 | $ | 468 | ||||
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Securities sold, not yet
purchased, at fair value
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2,273 | 206 | ||||||
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Due to
broker
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713 | - | ||||||
| 4,092 | 674 | |||||||
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Automotive:
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Accounts payable, accrued
expenses, and other liabilities
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2,068 | - | ||||||
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Debt
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2,576 | - | ||||||
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Postemployment benefit
liability
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1,302 | - | ||||||
| 5,946 | - | |||||||
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Metals, Real Estate and Home
Fashion:
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||||||||
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Accounts payable, accrued
expenses, and other liabilities
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156 | 189 | ||||||
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Debt
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126 | 116 | ||||||
| 282 | 305 | |||||||
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Holding
Company:
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||||||||
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Accounts payable, accrued
expenses, and other liabilities
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154 | 358 | ||||||
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Debt
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1,869 | 1,925 | ||||||
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Preferred Limited Partner
units
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130 | 124 | ||||||
| 2,153 | 2,407 | |||||||
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Total
Liabilities
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12,473 | 3,386 | ||||||
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Non-controlling
interests
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3,944 | 6,735 | ||||||
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Partners'
equity
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2,398 | 2,313 | ||||||
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Total Liabilities and Partners'
Equity
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$ | 18,815 | $ | 12,434 | ||||