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 17, 2008
Icahn
Enterprises L.P.
(Exact
name of registrant as specified in its charter)
|
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:
| o |
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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Section 2
- Financial Information
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
17, 2008, Icahn Enterprises L.P. issued a press release reporting its financial
results for the fourth quarter and full year of 2007. 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 17, 2008.
Exhibit
Index
| 99.1 |
Press
Release dated March 17, 2008
|
[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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| Date: | By: |
ICAHN
ENTERPRISES L.P.
its General Partner
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By: /s/ Andrew R. Skobe | |
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Andrew
R. Skobe
Principal
Financial Officer
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||
Date: March
17,
2008
Icahn
Enterprises L.P.
Investor
Contact:
Andrew
R.
Skobe
Interim
CFO
(646)
861-7500
For
Release: March 17, 2008
Icahn
Enterprises L.P. Reports Fourth-Quarter and Full-Year 2007
Financial
Results
|
·
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Full
year revenues of $2.5
billion
|
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·
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Assets
totaled $12.4 billion as of December 31, 2007 with Investment
Management’s assets under management in excess of $7.5
billion
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·
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2007
Earnings of $308.3 million, or $1.58 per LP
unit
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·
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Purchased
PSC Metals, Inc. for $335 million cash on November 5,
2007
|
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·
|
On
February 20, 2008, we completed the sale of our remaining Las Vegas
Gaming
segment resulting
in a gain of approximately $700 million before
taxes
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·
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Board
of Directors approved $0.25 per depositary unit quarterly distribution
and
declares dividend on preferred
units.
|
New
York, NY -
Icahn
Enterprises L.P. (NYSE: IEP) today reported income from continuing operations
of
$217.3 million for the twelve months ended December 31, 2007, compared to
$309.2 million for the same period of 2006. In addition, Icahn Enterprises
declared a quarterly distribution of $0.25 per unit on our depositary units,
payable in the second quarter of 2008. The distribution will be paid on April
1,
2008 to depositary unit holders of record at the close of business on March
18,
2008.
Icahn
Enterprises also reported that it has declared its scheduled annual preferred
unit distribution payable in additional preferred units at the rate of 5% of
the
liquidation preference of $10.00. The distribution is payable on March 28,
2007
to holders of record as of the close of business on March 14, 2008.
Full
Year 2007
For
the
twelve months ended December 31, 2007, revenues were $2.5 billion as compared
to
$3.0 billion in the first twelve months of 2006. Income from continuing
operations was $217.3 million for the full year 2007, compared to $309.2
million for the same period of 2006. Income from discontinued operations was
$91.0 million for the twelve months of 2007 (primarily the operating results
of
our Las Vegas gaming operations) compared to $798.5 million for the same
period of 2006 (primarily the operating results of our former Oil and Gas and
Atlantic City gaming operations).
767
Fifth
Avenue, New York, New York 10153 - Telephone (212) 702-4300 Fax (212)
750-5841
NYSE-
IEP
Three
Months Ended December 31, 2007
For
the
three months ended December 31, 2007, revenues were $337.7 million as compared
to $924.8 million in the fourth quarter of 2006. Icahn Enterprises L.P.
reported a loss from continuing operations of $15.2 million for the fourth
quarter of 2007, as compared to income from continuing operations of $109.8
million in the fourth quarter of 2006. Income from discontinued operations
was
$13.9 million for the fourth quarter of 2007 as compared to $579.5 million
for the fourth quarter of 2006. 2007 discontinued operations is primarily our
Las Vegas gaming operations while discontinued operations for the 2006 period
included the operating results of our former Oil and Gas and Atlantic City
gaming operations.
Key
Events
On
November
5, 2007,
we acquired 100% of PSC Metals, Inc. from Philip Services Corporation, an
affiliate of Carl C. Icahn for $335 million in cash. PSC Metals is engaged
in
transporting, recycling and processing metals. For the 12 months ended December
31, 2007, PSC Metals achieved revenue of approximately $834 million and net
income of approximately $42 million.
In
accordance with accounting principles generally accepted in the United States,
assets transferred between entities under common control are accounted for
at
historical cost similar to a pooling of interests, and the financial statements
of previously separate companies for all periods under common control prior
to
the acquisition are restated on a consolidated basis.
Subsequent
Events
On
February 20, 2008, we completed the sale of our remaining Las Vegas Gaming
segment to an affiliate of Whitehall Street Real Estate Funds, a series of
real
estate investment funds affiliated with Goldman Sachs & Co., for $1.2
billion, resulting in a gain of approximately $700 million before
taxes.
Conference
Call Information
Icahn
Enterprises L.P. will discuss fourth quarter results on a conference call and
Webcast on Tuesday, March 18, 2008 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 US is 800 938-1410. The international number is 702 696-4768.
The access code for both
is
38928064.
*
* *
Icahn
Enterprises L.P. (NYSE: IEP), a master limited partnership, is a diversified
holding company engaged in four primary business segments: Investment
Management, Real Estate, Metals 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 substantial competition, rising operating
costs and economic downturns; risks related to our investment management
activities, including the nature of the investments made by the private funds
we
manage, changes in domestic and international laws governing private funds
and
loss of key employees; risks related to our real estate activities, including
the extent of any tenant bankruptcies and insolvencies, our ability to maintain
tenant occupancy at current levels, our ability to obtain, at reasonable costs,
adequate insurance coverage and competition for investment
properties; risks
related to our home fashion operations, including changes in the availability
and price of raw materials, changes in customer preferences 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
STATEMENT OF OPERATIONS
In
000's except per unit data (Unaudited)
|
|
Three
Months Ended
|
||||||
|
|
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December
31,
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|||||
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2007
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2006
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||||
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(Restated)
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||||||
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Revenues
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$
|
337,693
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$
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924,841
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|||
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Expenses
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(470,828
|
)
|
(492,474
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||||
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(133,135
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)
|
432,367
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|||||
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Income
tax benefit (expense)
|
5,371
|
308
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|||||
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Non-controlling
interests
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112,576
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(322,849
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|||||
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(Loss)
income from continuing operations
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(15,188
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)
|
109,826
|
||||
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Income
from discontinued operations
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13,897
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579,541
|
|||||
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Net
earnings
|
$
|
(1,291
|
)
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$
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689,367
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||
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Net
earnings (loss) attributable to:
|
|||||||
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Limited
partners
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$
|
(1,448
|
)
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$
|
278,554
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||
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General
partner
|
157
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410,813
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|||||
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(1,291
|
)
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689,367
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|||||
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Net
earnings (loss) per LP unit:
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|||||||
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Basic
earnings:
|
|||||||
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Income
(loss) from continuing operations
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$
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(0.21
|
)
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$
|
(0.24
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||
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Income
from discontinued operations
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0.19
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4.74
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|||||
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Basic
earnings (loss) per LP unit
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$
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(0.02
|
)
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$
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4.50
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||
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Weighted
average units
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|||||||
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outstanding
(in 000s)
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70,490
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61,857
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|||||
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Diluted
earnings:
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|||||||
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Income
(loss) from continuing operations
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$
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(0.21
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)
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$
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(0.24
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||
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Income
from discontinued operations
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0.19
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4.74
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|||||
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Diluted
earnings (loss) per L.P. unit
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$
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(0.02
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)
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$
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4.50
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||
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Weighted
average units and
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|||||||
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equivalent
units outstanding (in 000s)
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70,490
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61,857
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|||||
APPENDIX
II
CONSOLIDATED
STATEMENT OF OPERATIONS
In
000's except per unit data
|
Twelve
Months Ended
|
|||||||
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December
31,
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|||||||
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2007
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|
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2006
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||||
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(Restated)
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||||||
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Revenues
|
$
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2,487,626
|
$
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3,003,980
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|||
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Expenses
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(2,000,895
|
)
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(1,998,174
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||||
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$
|
486,731
|
$
|
1,005,806
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||||
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Income
tax benefit (expense)
|
(8,436
|
)
|
689
|
||||
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Non-controlling
interests
|
(261,023
|
)
|
(697,310.0
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||||
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Income
from continuing operations
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217,272
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309,185
|
|||||
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Income
from discontinued operations
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91,047
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798,541
|
|||||
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Net
earnings
|
$
|
308,319
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$
|
1,107,726
|
|||
|
Net
earnings attributable to:
|
|||||||
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Limited
partners
|
$
|
102,982
|
$
|
506,925
|
|||
|
General
partner
|
$
|
205,337
|
$
|
600,801
|
|||
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$
|
308,319
|
$
|
1,107,726
|
||||
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Net
earnings per LP unit:
|
|||||||
|
Basic
earnings:
|
|||||||
|
Income
from continuing operations
|
$
|
0.21
|
$
|
0.01
|
|||
|
Income
from discontinued operations
|
1.37
|
8.21
|
|||||
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Basic
earnings per LP unit
|
$
|
1.58
|
$
|
8.22
|
|||
|
Weighted
average units
|
|||||||
|
outstanding
(in 000s)
|
65,286
|
61,857
|
|||||
|
Diluted
earnings:
|
|||||||
|
Income
from continuing operations
|
$
|
0.21
|
$
|
0.01
|
|||
|
Income
from discontinued operations
|
1.37
|
8.21
|
|||||
|
Diluted
earnings per L.P. unit
|
$
|
1.58
|
$
|
8.22
|
|||
|
Weighted
average units and
|
|||||||
|
equivalent
units outstanding (in 000s)
|
65,286
|
61,857
|
|||||
APPENDIX
III
CONSOLIDATED
SUMMARY BALANCE SHEET
The
following table presents Icahn Enterprises L.P.'s consolidated summary balance
sheet data
(in
millions)
|
|
December
31,
|
|
December
31,
|
|
|||
|
|
|
|
2007
|
|
|
2006
|
|
|
Assets
|
|||||||
|
Investment
Management:
|
|||||||
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Cash
and cash equivalents
|
$
|
26.0
|
$
|
4.8
|
|||
|
Cash
held at consolidated affiliated partnerships and restricted
cash
|
1,104.7
|
1,106.8
|
|||||
|
Securities
owned, at fair value
|
5,920.2
|
2,757.2
|
|||||
|
Unrealized
gains on derivative contracts, at fair value
|
110.2
|
80.2
|
|||||
|
Due
from broker and other assets
|
888.7
|
866.1
|
|||||
|
8,049.8
|
4,815.1
|
||||||
|
All
Other Operations:
|
|||||||
|
Cash
and cash equivalents
|
2,086.8
|
1,879.7
|
|||||
|
Investments
|
512.6
|
700.6
|
|||||
|
Unrealized
gains on derivative contracts, at fair value
|
2.6
|
20.5
|
|||||
|
Inventories,
net
|
266.2
|
282.9
|
|||||
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Assets
held for sale of discontinued operations
|
652.1
|
621.0
|
|||||
|
Property,
plant and equipment, net
|
513.3
|
535.2
|
|||||
|
Other
assets
|
350.2
|
424.9
|
|||||
|
4,383.8
|
4,464.8
|
||||||
|
Total
assets
|
$
|
12,433.6
|
$
|
9,279.9
|
|||
|
Liabilities
and Partners Equity
|
|||||||
|
Investment
Management:
|
|||||||
|
Accounts
payable, accrued expenses and other liabilities
|
$
|
117.0
|
$
|
59.3
|
|||
|
Deferred
management fee payable
|
144.0
|
-
|
|||||
|
Subscriptions
received in advance
|
144.8
|
66.0
|
|||||
|
Payable
for purchases of securities
|
46.1
|
11.7
|
|||||
|
Securities
sold, not yet purchased, at fair value
|
206.1
|
691.3
|
|||||
|
Unrealized
losses on derivative contracts, at fair value
|
15.7
|
1.7
|
|||||
|
673.7
|
830.0
|
||||||
|
All
Other Operations:
|
|||||||
|
Accounts
payable, accrued expenses and other liabilities
|
202.2
|
262.3
|
|||||
|
Securities
sold, not yet purchased, at fair value
|
-
|
25.4
|
|||||
|
Unrealized
losses on derivative contracts, at fair value
|
3.5
|
-
|
|||||
|
Accrued
environmental costs
|
24.3
|
19.9
|
|||||
|
Liabilities
of discontinued operations held for sale
|
330.2
|
331.7
|
|||||
|
Long-term
debt
|
2,028.6
|
939.8
|
|||||
|
Preferred
limited partnership units:
|
123.5
|
117.7
|
|||||
|
2,712.3
|
1,696.8
|
||||||
|
Total
Liabilities
|
3,386.0
|
2,526.8
|
|||||
|
Non-controlling
interests in consolidated entities
|
6,734.6
|
3,920.6
|
|||||
|
Partners'
equity
|
2,313.0
|
2,832.5
|
|||||
|
Total
liabilities and partners' equity
|
$
|
12,433.6
|
$
|
9,279.9
|