Wdesk | Document


UNITED STATES
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): August 8, 2017
 
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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.    Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






Section 2 - Financial Information

Item 2.02   Results of Operations and Financial Condition.

On August 8, 2017, Icahn Enterprises L.P. issued a press release reporting its financial results for the second quarter of 2017. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 2.02, including exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended.

Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits
 
99.1 Press Release dated August 8, 2017.






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.
 
 
ICAHN ENTERPRISES L.P.
 
 
 
(Registrant)
 
 
 
 
 
 
By:
Icahn Enterprises G.P. Inc.,
its general partner  
 
 
 
 
 
 
By: 
/s/ Peter Reck
 
 
 
Peter Reck
 
 
 
Chief Accounting Officer
 
 
Date:   August 8, 2017



Wdesk | Exhibit


EXHIBIT 99.1

Investor Contacts:
SungHwan Cho, Chief Financial Officer
Peter Reck, Chief Accounting Officer
(212) 702-4300


For Release: August 8, 2017


Icahn Enterprises L.P. Reports Second Quarter 2017 Financial Results

Second quarter net income attributable to Icahn Enterprises of $1.6 billion, or $9.51 per depositary unit

New York, NY - Icahn Enterprises L.P. (NASDAQ:IEP) is reporting second quarter 2017 revenues of $6.7 billion and net income attributable to Icahn Enterprises of $1.6 billion, or $9.51 per depositary unit. For the three months ended June 30, 2016 revenues were $4.4 billion and net loss attributable to Icahn Enterprises was $69 million, or a loss of $0.50 per depositary unit. For the three months ended June 30, 2017, Adjusted EBITDA attributable to Icahn Enterprises was $506 million compared to $292 million for the three months ended June 30, 2016. For the three months ended June 30, 2017, Adjusted EBIT attributable to Icahn Enterprises was $303 million compared to $105 million for the three months ended June 30, 2016.

For the six months ended June 30, 2017, revenues were $11.3 billion and net income attributable to Icahn Enterprises was $1.5 billion, or $9.77 per depositary unit. For the six months ended June 30, 2016 revenues were $7.5 billion and net loss attributable to Icahn Enterprises was $906 million, or a loss of $6.68 per depositary unit. For the six months ended June 30, 2017, Adjusted EBITDA attributable to Icahn Enterprises was $918 million compared to $222 million for the six months ended June 30, 2016. For the six months ended June 30, 2017, Adjusted EBIT attributable to Icahn Enterprises was $520 million compared to a loss of $144 million for the six months ended June 30, 2016.

For the six months ended June 30, 2017 indicative net asset value increased by $409 million to $6.0 billion compared to $5.6 billion as of December 31, 2016.


***

Icahn Enterprises L.P., a master limited partnership, is a diversified holding company engaged in ten primary business segments: Investment, Automotive, Energy, Railcar, Gaming, Metals, Mining, Food Packaging, Real Estate and Home Fashion. 

Caution Concerning Forward-Looking Statements

Results for any interim period are not necessarily indicative of results for any full fiscal period. This release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Icahn Enterprises L.P. and its subsidiaries. Among these risks and uncertainties are risks related to economic downturns, substantial competition and rising operating costs; risks related to our investment activities, including the nature of the investments made by the private funds in which we invest, 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 energy business, including the volatility and availability of crude oil, other feed stocks and refined products, unfavorable refining margin (crack spread), interrupted access to pipelines, significant fluctuations in nitrogen fertilizer demand in the agricultural industry and seasonality of results; risk related to our gaming operations, including reductions in discretionary spending due to a downturn in the local, regional or national economy, intense competition in the gaming industry from present and emerging internet online markets and extensive regulation; risks related to our railcar activities, including reliance upon a small number of customers that represent a large percentage of revenues and backlog, the health of and prospects for the overall railcar industry and the cyclical nature of the railcar manufacturing business; risks related to our food packaging activities, including competition from better capitalized competitors, inability of its suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes in casings technology; risks related to our scrap metals activities, including potential environmental exposure; risks related to our real estate activities, including the extent of any tenant bankruptcies and





insolvencies; risks related to our home fashion operations, including changes in the availability and price of raw materials, and changes in transportation costs and delivery times; and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission. Past performance in our Investment segment is not necessarily indicative of future performance. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.





CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per unit amounts)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Revenues:
(Unaudited)
Net sales
$
4,282

 
$
4,094

 
$
8,601

 
$
7,642

Other revenues from operations
487

 
523

 
962

 
969

Net income (loss) from investment activities
314

 
(308
)
 
184

 
(1,244
)
Interest and dividend income
33

 
28

 
62

 
70

Gain on disposition of assets, net
1,525

 
1

 
1,520

 
11

Other income, net
13

 
12

 
2

 
29

 
6,654

 
4,350

 
11,331

 
7,477

Expenses:
 
 
 
 
 
 
 
Cost of goods sold
3,723

 
3,448

 
7,415

 
6,571

Other expenses from operations
278

 
314

 
532

 
560

Selling, general and administrative
623

 
615

 
1,250

 
1,133

Restructuring
2

 
6

 
9

 
21

Impairment
69

 

 
77

 
577

Interest expense
218

 
202

 
441

 
443

 
4,913

 
4,585

 
9,724

 
9,305

Income (loss) before income tax expense
1,741

 
(235
)
 
1,607

 
(1,828
)
Income tax expense
(16
)
 
(50
)
 
(42
)
 
(66
)
Net income (loss)
1,725

 
(285
)
 
1,565

 
(1,894
)
Less: net income (loss) attributable to non-controlling interests
172

 
(216
)
 
30

 
(988
)
Net income (loss) attributable to Icahn Enterprises
$
1,553

 
$
(69
)
 
$
1,535

 
$
(906
)
 
 
 
 
 
 
 
 
Net income (loss) attributable to Icahn Enterprises allocable to:
 
 
 
 
 
 
 
Limited partners
$
1,522

 
$
(68
)
 
$
1,504

 
$
(888
)
General partner
31

 
(1
)
 
31

 
(18
)
 
$
1,553

 
$
(69
)
 
$
1,535

 
$
(906
)
 
 
 
 
 
 
 
 
Basic and diluted income (loss) per LP unit
$
9.51

 
$
(0.50
)
 
$
9.77

 
$
(6.68
)
Basic and diluted weighted average LP units outstanding
160

 
135

 
154

 
133

Cash distributions declared per LP unit
$
1.50

 
$
1.50

 
$
3.00

 
$
3.00









CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
 
June 30, 2017
 
December 31, 2016
ASSETS
(Unaudited)
 
 
Cash and cash equivalents
$
2,389

 
$
1,833

Cash held at consolidated affiliated partnerships and restricted cash
1,019

 
804

Investments
9,302

 
9,881

Due from brokers
1,391

 
1,482

Accounts receivable, net
1,757

 
1,609

Inventories, net
3,142

 
2,983

Property, plant and equipment, net
9,610

 
10,122

Goodwill
1,168

 
1,136

Intangible assets, net
1,063

 
1,080

Assets held for sale
549

 
1,366

Other assets
1,167

 
1,039

Total Assets
$
32,557

 
$
33,335

LIABILITIES AND EQUITY
 
 
 
Accounts payable
$
2,017

 
$
1,765

Accrued expenses and other liabilities
3,440

 
2,998

Deferred tax liability
1,658

 
1,613

Securities sold, not yet purchased, at fair value
1,729

 
1,139

Due to brokers
676

 
3,725

Post-retirement benefit liability
1,210

 
1,180

Liabilities held for sale
12

 
1,779

Debt
11,285

 
11,119

Total liabilities
22,027

 
25,318

 
 
 
 
Equity:
 
 
 
Limited partners
4,484

 
2,448

General partner
(253
)
 
(294
)
Equity attributable to Icahn Enterprises
4,231

 
2,154

Equity attributable to non-controlling interests
6,299

 
5,863

Total equity
10,530

 
8,017

Total Liabilities and Equity
$
32,557

 
$
33,335









Use of Non-GAAP Financial Measures

The Company uses certain non-GAAP financial measures in evaluating its performance. These include non-GAAP EBITDA, Adjusted EBITDA, EBIT and Adjusted EBIT. EBITDA represents earnings before interest expense, income tax (benefit) expense and depreciation and amortization. EBIT represents earnings before interest expense and income tax (benefit) expense. We define Adjusted EBITDA and Adjusted EBIT as EBITDA and EBIT, respectively, excluding the effects of impairment, restructuring costs, certain pension plan expenses, OPEB curtailment gains, purchase accounting inventory adjustments, certain share-based compensation, discontinued operations, gains/losses on extinguishment of debt, major scheduled turnaround expenses, FIFO adjustments and unrealized gains/losses on energy segment derivatives and certain other non-operational charges. We present EBITDA, Adjusted EBITDA, EBIT and Adjusted EBIT on a consolidated basis and attributable to Icahn Enterprises net of the effect of non-controlling interests. We conduct substantially all of our operations through subsidiaries. The operating results of our subsidiaries may not be sufficient to make distributions to us. In addition, our subsidiaries are not obligated to make funds available to us for payment of our indebtedness, payment of distributions on our depositary units or otherwise, and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt agreements and other agreements to which these subsidiaries currently may be subject or into which they may enter into in the future. The terms of any borrowings of our subsidiaries or other entities in which we own equity may restrict dividends, distributions or loans to us.

We believe that providing EBITDA, Adjusted EBITDA, EBIT and Adjusted EBIT to investors has economic substance as these measures provide important supplemental information of our performance to investors and permits investors and management to evaluate the core operating performance of our business without regard to interest, taxes and depreciation and amortization and the effects of impairment, restructuring costs, certain pension plan expenses, OPEB curtailment gains, purchase accounting inventory adjustments, certain share-based compensation, discontinued operations, gains/losses on extinguishment of debt, major scheduled turnaround expenses, FIFO adjustments and unrealized gains/losses on energy segment derivatives and certain other non-operational charges. Additionally, we believe this information is frequently used by securities analysts, investors and other interested parties in the evaluation of companies that have issued debt. Management uses, and believes that investors benefit from referring to these non-GAAP financial measures in assessing our operating results, as well as in planning, forecasting and analyzing future periods. Adjusting earnings for these charges allows investors to evaluate our performance from period to period, as well as our peers, without the effects of certain items that may vary depending on accounting methods and the book value of assets. Additionally, EBITDA, Adjusted EBITDA, EBIT and Adjusted EBIT present meaningful measures of performance exclusive of our capital structure and the method by which assets were acquired and financed.

EBITDA, Adjusted EBITDA, EBIT and Adjusted EBIT have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under generally accepted accounting principles in the United States, or U.S. GAAP. For example, EBITDA, Adjusted EBITDA, EBIT and Adjusted EBIT:
    
do not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;
do not reflect changes in, or cash requirements for, our working capital needs; and
do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt.

Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. Other companies in the industries in which we operate may calculate EBITDA, Adjusted EBITDA, EBIT and Adjusted EBIT differently than we do, limiting their usefulness as comparative measures. In addition, EBITDA, Adjusted EBITDA, EBIT and Adjusted EBIT do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations.

EBITDA, Adjusted EBITDA, EBIT and Adjusted EBIT are not measurements of our financial performance under U.S. GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with U.S. GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. Given these limitations, we rely primarily on our U.S. GAAP results and use EBITDA, Adjusted EBITDA, EBIT and Adjusted EBIT only as a supplemental measure of our financial performance.

Use of Indicative Net Asset Value Data

The Company uses indicative net asset value as an additional method for considering the value of the Company’s assets, and we believe that this information can be helpful to investors. Please note, however, that the indicative net asset value does not represent the market price at which the units trade. Accordingly, data regarding indicative net asset value is of limited use and





should not be considered in isolation.

The Company's depositary units are not redeemable, which means that investors have no right or ability to obtain from the Company the indicative net asset value of units that they own. Units may be bought and sold on The NASDAQ Global Select Market at prevailing market prices. Those prices may be higher or lower than the indicative net asset value of the units as calculated by management.

See below for more information on how we calculate the Company’s indicative net asset value.
($ in millions)
June 30, 2017
 
December 31, 2016
Market-valued Subsidiaries:
(Unaudited)
Holding Company interest in Funds (1)
$
2,742

 
$
1,669

CVR Energy (2)
1,549

 
1,808

CVR Refining - direct holding (2)
55

 
60

American Railcar Industries (2)
455

 
538

   Total market-valued subsidiaries
$
4,801

 
$
4,074

 
 
 
 
Other Subsidiaries:
 
 
 
Tropicana (3)
$
1,092

 
$
862

Viskase (3)
164

 
154

Federal-Mogul (4)
1,690

 
1,429

Real Estate Holdings (1)
643

 
642

PSC Metals (1)
169

 
155

WestPoint Home (1)
157

 
164

ARL/RemainCo (5)
557

 
1,689

Ferrous Resources (1)
125

 
104

Icahn Automotive Group (1)
1,325

 
1,319

Trump Entertainment (1)
32

 
86

   Total - other subsidiaries
$
5,954

 
$
6,605

   Add: Holding Company cash and cash equivalents (6)
653

 
225

   Less: Holding Company debt (6)
(5,507
)
 
(5,490
)
   Add: Other Holding Company net assets (6)
93

 
171

Indicative Net Asset Value
$
5,994

 
$
5,585


Indicative net asset value does not purport to reflect a valuation of IEP. The calculated Indicative net asset value does not include any value for our Investment Segment other than the fair market value of our investment in the Investment Funds. A valuation is a subjective exercise and Indicative net asset value does not necessarily consider all elements or consider in the adequate proportion the elements that could affect the valuation of IEP. Investors may reasonably differ on what such elements are and their impact on IEP. No representation or assurance, express or implied is made as to the accuracy and correctness of indicative net asset value as of these dates or with respect to any future indicative or prospective results which may vary.

(1)
Represents equity attributable to us as of each respective date.
(2)
Based on closing share price on each date (or if such date was not a trading day, the immediately preceding trading day) and the number of shares owned by the Holding Company as of each respective date.
(3)
Amounts based on market comparables due to lack of material trading volume. Tropicana valued at 9.0x Adjusted EBITDA for the twelve months ended June 30, 2017 and 8.5x Adjusted EBITDA for the twelve months ended December 31, 2016. Viskase valued at 9.0x Adjusted EBITDA for the twelve months ended June 30, 2017 and December 31, 2016.
(4)
June 30, 2017 represents the value of the company based on IEP's tender offer during Q1 2017. December 31, 2016 represents the closing share price (or if such date was not a trading day, the immediately preceding trading day) and the number of shares owned by the Holding Company as of December 31, 2016.
(5)
June 30, 2017 represents the option purchase price of the remaining cars not sold in the initial ARL sale, plus working capital as of that date. December 31, 2016 reflects the initial sale of ARL to SMBC Rail and assumes that the ARL cars not being sold to SMBC Rail during the initial closing are valued at the purchase price option set forth in the ARL sales agreement less liabilities.
(6)
Holding Company's balance as of each respective date.





($ in millions)
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Consolidated Adjusted EBITDA:
(Unaudited)
Net income (loss)
$
1,725

 
$
(285
)
 
$
1,565

 
$
(1,894
)
Interest expense, net
214

 
199

 
436

 
438

Income tax expense
16

 
50

 
42

 
66

Depreciation and amortization
252

 
251

 
495

 
481

Consolidated EBITDA
$
2,207

 
$
215

 
$
2,538

 
$
(909
)
Impairment of assets
69

 

 
77

 
577

Restructuring costs
2

 
6

 
9

 
21

Non-Service cost US based pensions
4

 
4

 
7

 
8

FIFO impact unfavorable (favorable)
15

 
(46
)
 
15

 
(37
)
Major scheduled turnaround expense
3

 
9

 
16

 
38

Gain on disposition of assets
(1,525
)
 
(1
)
 
(1,520
)
 
(11
)
Net loss on extinguishment of debt
2

 
5

 
4

 
5

Unrealized loss (gain) on certain derivatives

 
9

 
(11
)
 
32

Other
10

 
7

 
32

 
40

Consolidated Adjusted EBITDA
$
787

 
$
208

 
$
1,167

 
$
(236
)
 
 
 
 
 
 
 
 
IEP Adjusted EBITDA:
 
 
 
 
 
 
 
Net income (loss) attributable to IEP
$
1,553

 
$
(69
)
 
$
1,535

 
$
(906
)
Interest expense, net
163

 
142

 
331

 
311

Income tax expense
14

 
40

 
34

 
52

Depreciation and amortization
203

 
187

 
398

 
366

EBITDA attributable to IEP
$
1,933

 
$
300

 
$
2,298

 
$
(177
)
Impairment of assets
69

 

 
77

 
336

Restructuring costs
1

 
5

 
8

 
17

Non-Service cost US based pensions
3

 
3

 
6

 
6

FIFO impact unfavorable (favorable)
9

 
(27
)
 
9

 
(22
)
Major scheduled turnaround expense
2

 
3

 
10

 
20

Gain on disposition of assets
(1,525
)
 
(1
)
 
(1,520
)
 
(9
)
Net loss on extinguishment of debt
2

 
1

 
4

 
1

Unrealized (gain) loss on certain derivatives

 
5

 
(6
)
 
18

Other
12

 
3

 
32

 
32

Adjusted EBITDA attributable to IEP
$
506

 
$
292

 
$
918

 
$
222








($ in millions)
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Consolidated Adjusted EBIT:
(Unaudited)
Net income (loss)
$
1,725

 
$
(285
)
 
$
1,565

 
$
(1,894
)
Interest expense, net
214

 
199

 
436

 
438

Income tax expense
16

 
50

 
42

 
66

Consolidated EBIT
$
1,955

 
$
(36
)
 
$
2,043

 
$
(1,390
)
Impairment of assets
69

 

 
77

 
577

Restructuring costs
2

 
6

 
9

 
21

Non-Service cost US based pensions
4

 
4

 
7

 
8

FIFO impact unfavorable (favorable)
15

 
(46
)
 
15

 
(37
)
Major scheduled turnaround expense
3

 
9

 
16

 
38

Gain on disposition of assets
(1,525
)
 
(1
)
 
(1,520
)
 
(11
)
Net loss on extinguishment of debt
2

 
5

 
4

 
5

Unrealized loss (gain) on certain derivatives

 
9

 
(11
)
 
32

Other
10

 
7

 
32

 
40

Consolidated Adjusted EBIT
$
535

 
$
(43
)
 
$
672

 
$
(717
)
 
 
 
 
 
 
 
 
IEP Adjusted EBIT:
 
 
 
 
 
 
 
Net income (loss) attributable to IEP
$
1,553

 
$
(69
)
 
$
1,535

 
$
(906
)
Interest expense, net
163

 
142

 
331

 
311

Income tax expense
14

 
40

 
34

 
52

EBIT attributable to IEP
$
1,730

 
$
113

 
$
1,900

 
$
(543
)
Impairment of assets
69

 

 
77

 
336

Restructuring costs
1

 
5

 
8

 
17

Non-Service cost US based pensions
3

 
3

 
6

 
6

FIFO impact unfavorable (favorable)
9

 
(27
)
 
9

 
(22
)
Major scheduled turnaround expense
2

 
3

 
10

 
20

Gain on disposition of assets
(1,525
)
 
(1
)
 
(1,520
)
 
(9
)
Net loss on extinguishment of debt
2

 
1

 
4

 
1

Unrealized (gain) loss on certain derivatives

 
5

 
(6
)
 
18

Other
12

 
3

 
32

 
32

Adjusted EBIT attributable to IEP
$
303

 
$
105

 
$
520

 
$
(144
)