0000813762-13-000061.txt : 20130722 0000813762-13-000061.hdr.sgml : 20130722 20130722172349 ACCESSION NUMBER: 0000813762-13-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130722 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130722 DATE AS OF CHANGE: 20130722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN ENTERPRISES L.P. CENTRAL INDEX KEY: 0000813762 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133398766 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09516 FILM NUMBER: 13979837 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: SUITE 4600 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: SUITE 4600 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REAL ESTATE PARTNERS L P DATE OF NAME CHANGE: 19920703 8-K 1 q220138-kfdmlpressrelease.htm 8-K Q2 2013 8-K FDML Press Release
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): July 22, 2013


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 July 22, 2013, Federal-Mogul Corporation, a subsidiary of Icahn Enterprises L.P., issued a press release announcing its financial results for the second quarter of 2013. 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 July 22, 2013.
 





[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.
 
 
 
ICAHN ENTERPRISES L.P.
 
 
(Registrant)
 
 
 
 
 
 
By:
Icahn Enterprises G.P. Inc.,
 
 
 
its general partner
 
 
 
 
 
 
By: 
/s/ Peter Reck
 
 
 
Peter Reck
 
 
 
Chief Accounting Officer
 
 
Date:  July 22, 2013



 EX-99.1 2 ex991q22013fdmlpressrelease.htm EXHIBIT Ex 99.1 Q 2 2013 FDML Press Release
EXHIBIT 99.1

FEDERAL-MOGUL REPORTS Q2 2013 EPS OF $0.57; OPERATIONAL EBITDA
OF $163 MILLION AND FREE CASH FLOW OF $73 MILLION
 

•
Sales of $1.8 billion, up $97 million, from $1.7 billion in Q2 2012
•
Net income of $56 million, up from a net loss of $(59) million in Q2 2012
•
EPS of $0.57, up from a loss per share of $(0.60) in Q2 2012
•
Operational EBITDA of $163 million or 9.2% of sales, versus $157 million in Q2 2012
•
Free cash flow of $73 million
Southfield, Michigan, … Federal-Mogul Corporation (NASDAQ:FDML) today reported financial results for the second quarter ended June 30, 2013. Net Sales for the second quarter were $1,772 million, an increase of $97 million or 6% (with negligible exchange impact) on a continuing operations basis, versus the second quarter of 2012. Net income attributable to Federal-Mogul in Q2 2013 was $56 million or $0.57 per share, up from a net loss in Q2 2012 of $(59) million or $(0.60) loss per share. Net income was comparable to Q2 2012 net income of $60 million when excluding the impact of a non-cash impairment of $(119) million recorded in Q2 2012. Operational EBITDA in Q2 2013 was $163 million or 9.2% of sales versus $157 million or 9.3% of sales in Q2 2012 on a continuing operations basis. The improved EBITDA result is driven by higher volumes in a more stable market environment coupled with the company's margin improvement actions, including restructuring and sustainable cost reductions. The company generated free cash flow of $73 million in the quarter.

$ millions
Q2 2013
 
Q2 2012
 
B/(W)
Net Sales
$
1,772

 
$
1,675

 
$
97

Gross Margin
280

 
257

 
23

% of sales
15.8
%
 
15.3
%
 
0.5
 %
SG&A
(185
)
 
(173
)
 
(12
)
% of sales
10.4
%
 
10.3
%
 
(0.1
)%
Net Income (Loss)
56

 
(59
)
 
115

Attributable to Federal-Mogul
 
 
 
 
 
Earnings Per Share
0.57

 
(0.60
)
 
1.17

in dollars, diluted EPS
 
 
 
 
 
Operational EBITDA 1
163

 
157

 
6

% of sales
9.2
%
 
9.3
%
 
(0.1
)%
Free Cash Outflow
$
73

 
$
(105
)
 
$
178



“Federal-Mogul's second quarter results show the benefit of cost reductions and restructuring actions implemented to eliminate loss-making units and improve overall operating leverage,” said Rainer Jueckstock, Federal-Mogul co-CEO and CEO Powertrain Segment. “The cash flow in Q2 2013 is also an important sign of improved working capital stability. While the results are encouraging, we are continuing to implement restructuring actions to raise capacity utilization and improve operating performance,” he said.
Federal-Mogul Completes Rights Offering
Federal-Mogul, on July 9, 2013, concluded a shareholder rights offering generating proceeds of $500 million. The offering was conducted to raise equity to further strengthen the company's balance sheet and facilitate the company's debt refinancing. The company will continue to evaluate market conditions and other relevant factors in connection with the potential refinancing of all or a portion of its outstanding indebtedness.
Q2 Segment Revenue and EBITDA (the following sales growth rate comparisons versus the prior year are in constant dollars, based on continuing operations and exclude major items not recurring in the two periods)
Powertrain Segment (PT) Revenue and EBITDA
Federal-Mogul's Powertrain (PT) segment had revenue of $1.1 billion, a $68 million or 5% increase versus Q2 2012. Revenue in North America was up 6%, while light vehicle production grew by 5% in Q2 2013 and commercial vehicle (CV) production declined 9% versus Q2 2012. In Europe, where PT derives approximately 50% of its revenue, Q2 2013 revenue was up 1% despite a decline in light vehicle production of 3% and decline in CV production of 8%. PT revenue in ROW was up 13%, including an increase in Federal-Mogul China revenue of more than 30% during the quarter while Chinese light vehicle production increased 12% when compared to Q2 2012.
Powertrain segment EBITDA was $106 million or 9.7% of sales, compared to $102 million in Q2 2012. The PT business continues to be negatively impacted by slower commercial vehicle and industrial equipment production. The CV market in the North America in Q2 2013 was down 9% versus Q2 2012 and the CV market in Europe was down 8% during the same periods of comparison. Product mix due to the European market shift to a higher percentage of gasoline power vehicles continued to negatively impact the segment in Q2 2013.
“We see some encouraging signs of European market stabilization and, combined with our ongoing capacity rationalization, the company will be positioned for increasingly favorable performance as volumes improve,” said Jueckstock.
Vehicle Components Segment (VCS) Revenue and EBITDA
Federal-Mogul's VCS business had revenue of $783 million in Q2 2013, up $34 million or 5% versus Q2 2012. The VCS revenue in North America was down 1% versus Q2 2012 due to the planned cessation of selected business contracts. The VCS segment in Europe increased revenue by 10% on a comparable business basis, or 20% when including the favorable impact of the BERU ignition distribution agreement.
 
2




“We had a very solid quarter in the EMEA region in Q2 2013 due principally to market share gains. We are leveraging our well-known brands and rapidly expanding the portfolio to drive improved sales in this region,” said Kevin Freeland, Federal-Mogul co-CEO and CEO Vehicle Components Segment. “Our sales are also stronger due to an intense focus on improving order fill rates through better inventory management and improved distribution systems,” he added.
VCS segment EBITDA in Q2 2013 was $57 million or 7.3% of sales, up from $55 million in Q2 2012. Several restructuring actions have been implemented within the VCS segment, including the closure or downsizing of seven sites in the previous 18 months. These actions will increasingly impact results as these restructuring programs are completed.
“Restructuring and downsizing actions, combined with stronger volumes are improving the VCS bottom line. We are implementing several important strategies to improve our presence in developing markets, raise distribution efficiency and gain greater premium brand awareness. These actions will further reinforce our capability to deliver profitable growth,” said Freeland.
About Federal-Mogul
Federal-Mogul Corporation (NASDAQ: FDML) is a leading global supplier of products and services to the world's manufacturers and servicers of vehicles and equipment in the automotive, light, medium and heavy-duty commercial, marine, rail, aerospace, power generation and industrial markets. The company's products and services enable improved fuel economy, reduced emissions and enhanced vehicle safety.
Federal-Mogul operates two independent business segments, each with a chief executive officer reporting to Federal-Mogul's Board of Directors. Federal-Mogul's Powertrain segment designs and manufactures original equipment powertrain components and systems protection products for automotive, heavy-duty, industrial and transport applications. Federal-Mogul's Vehicle Components segment sells and distributes a broad portfolio of products through more than 20 of the world's most recognized brands in the global vehicle aftermarket, while also serving original equipment vehicle manufacturers with products including braking, chassis, wipers and other vehicle components. The company's aftermarket brands include ANCO ® wiper blades; Champion ® spark plugs, wipers and filters; AE ® , Fel-Pro ® , FP Diesel ® Goetze ® , Glyco ® , Nüral ® , Payen ® and Sealed Power ® engine products; MOOG ® steering and suspension parts; and Ferodo ® and Wagner ® brake products.
Federal-Mogul was founded in Detroit in 1899. The company employs 45,000 people in 34 countries, and its worldwide headquarters is in Southfield, Michigan, United States. For more information, please visit www.federalmogul.com .
 
3




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, fluctuations in domestic or foreign vehicle production; fluctuations in the demand for vehicles containing our products; the ability to refinance the Company's outstanding indebtedness on commercially reasonable terms or at all; 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; the costs, timing and success of the Company's restructuring actions; conditions in the automotive industry; the success of the company's segmentation and corresponding effects; and general global and regional economic conditions. Federal-Mogul does not intend or assume any obligation to update any forward-looking statements.
###
Contact:
Steve Gaut (248) 354-7826 steven.gaut@federalmogul.com



FEDERAL-MOGUL CORPORATION
Consolidated Statements of Operations (Unaudited)
 
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
2013
 
2012
 
2013
 
2012
 
(Millions of Dollars, Except Per Share Amounts)
Net sales
$
1,772

 
$
1,675

 
$
3,459

 
$
3,406

Cost of products sold
(1,492
)
 
(1,418
)
 
(2,928
)
 
(2,873
)
Gross margin
280

 
257

 
531

 
533

Selling, general and administrative expenses
(185
)
 
(173
)
 
(370
)
 
(361
)
OPEB curtailment gain
19

 
—

 
19

 
—

Adjustment of assets to fair value
(2
)
 
(119
)
 
(2
)
 
(121
)
Interest expense, net
(24
)
 
(32
)
 
(53
)
 
(64
)
Amortization expense
(12
)
 
(12
)
 
(24
)
 
(24
)
Equity earnings of non-consolidated affiliates
10

 
12

 
19

 
22

Restructuring expense, net
(8
)
 
(8
)
 
(16
)
 
(14
)
Other income (expense), net
(1
)
 
(8
)
 
5

 
(8
)
Income (loss) from continuing operations before income taxes
77

 
(83
)
 
109

 
(37
)
Income tax (expense) benefit
(13
)
 
29

 
(24
)
 
20

Net income (loss) from continuing operations
64

 
(54
)
 
85

 
(17
)
Loss from discontinued operations, net of income tax
(6
)
 
(3
)
 
(59
)
 
(5
)
Net income (loss)
58

 
(57
)
 
26

 
(22
)
Less net income attributable to noncontrolling interests
(2
)
 
(2
)
 
(4
)
 
(4
)
Net income (loss) attributable to Federal-Mogul
$
56

 
$
(59
)
 
$
22

 
$
(26
)
 
 
 
 
 
 
 
 
Amounts attributable to Federal-Mogul:
 
 
 
 
 
 
 
Net income (loss) from continuing operations
$
62

 
$
(56
)
 
$
81

 
$
(21
)
Loss from discontinued operations, net of income tax
(6
)
 
(3
)
 
(59
)
 
(5
)
Net income (loss)
$
56

 
$
(59
)
 
$
22

 
$
(26
)
 
 
 
 
 
 
 
 
Net income (loss) per common share attributable to Federal-Mogul
 
 
 
 
 
 
 
Basic and diluted:
 
 
 
 
 
 
 
Net income (loss) from continuing operations
$
0.63

 
$
(0.57
)
 
$
0.82

 
$
(0.21
)
Loss from discontinued operations, net of income tax
(0.06
)
 
(0.03
)
 
(0.60
)
 
(0.05
)
Net income (loss)
$
0.57

 
$
(0.60
)
 
$
0.22

 
$
(0.26
)

 5


FEDERAL-MOGUL CORPORATION
Consolidated Balance Sheets (Unaudited)
 
 
June 30,
2013
 
December 31, 2012
 
(Millions of Dollars)
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and equivalents
$
375

  
$
467

Accounts receivable, net
 
1,517

  
 
1,396

Inventories, net
 
1,101

  
 
1,074

Prepaid expenses and other current assets
 
210

  
 
203

Total current assets
 
3,203

  
 
3,140

Property, plant and equipment, net
 
1,936

  
 
1,971

Goodwill and other indefinite-lived intangible assets
 
1,024

  
 
1,019

Definite-lived intangible assets, net
 
381

  
 
408

Investments in non-consolidated affiliates
 
255

  
 
240

Other noncurrent assets
 
140

 
 
149

 
$
6,939

  
$
6,927

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Short-term debt, including current portion of long-term debt
$
134

  
$
94

Accounts payable
 
807

  
 
751

Accrued liabilities
 
476

  
 
423

Current portion of postemployment benefits liability
 
46

  
 
47

Other current liabilities
 
156

  
 
174

Total current liabilities
 
1,619

  
 
1,489

Long-term debt
 
2,732

  
 
2,733

Postemployment benefits liability
 
1,296

  
 
1,362

Long-term portion of deferred income taxes
 
383

  
 
388

Other accrued liabilities
 
122

  
 
123

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 June 30, 2013 and December 31, 2012)
 
1

  
 
1

Additional paid-in capital, including warrants
 
2,150

  
 
2,150

Accumulated deficit
 
(537
)
 
 
(559
)
Accumulated other comprehensive loss
 
(917
)
 
 
(850
)
Treasury stock, at cost
 
(17
)
 
 
(17
)
Total Federal-Mogul shareholders' equity
 
680

  
 
725

Noncontrolling interests
 
107

  
 
107

Total shareholders' equity
 
787

  
 
832

 
$
6,939

  
$
6,927

 
6



FEDERAL-MOGUL CORPORATION
Consolidated Statements of Cash Flows (Unaudited)
 
 
Six Months Ended
June 30
 
2013
 
2012
 
(Millions of Dollars)
Cash Provided From (Used By) Operating Activities
 
 
 
 
 
Net income (loss)
$
26

 
$
(22
)
Adjustments to reconcile net income (loss) to net cash provided from (used by) operating activities:
 
 
 
 
 
Depreciation and amortization
 
144

 
 
140

    Net loss from business dispositions
 
52

 
 
—

Change in postemployment benefits
 
(29
)
 
 
(20
)
Equity earnings of non-consolidated affiliates
 
(19
)
 
 
(22
)
    Cash dividends received from non-consolidated affiliates
 
4

 
 
1

    OPEB curtailment gain
 
(19
)
 
 
—

Restructuring expense, net
 
16

 
 
14

Payments against restructuring liabilities
 
(12
)
 
 
(9
)
    Adjustment of assets to fair value
 
2

 
 
121

Deferred tax benefit
 
(4
)
 
 
(48
)
Insurance proceeds related to Thailand flood
 
—

 
 
12

    Gain from sales of property, plant and equipment
 
—

 
 
(1
)
Changes in operating assets and liabilities:
 
 
 
 
 
Accounts receivable
 
(152
)
 
 
(220
)
Inventories
 
(53
)
 
 
(40
)
Accounts payable
 
108

 
 
45

Other assets and liabilities
 
52

 
 
42

Net Cash Provided From (Used By) Operating Activities
 
116

 
 
(7
)
Cash Provided From (Used By) Investing Activities
 
 
 
 
 
Expenditures for property, plant and equipment
 
(186
)
 
 
(223
)
Net payments associated with business dispositions
 
(25
)
 
 
—

Capital investment in non-consolidated affiliate
 
(4
)
 
 
(1
)
Insurance proceeds related to Thailand flood
 
—

 
 
18

Net proceeds from sales of property, plant and equipment
 
—

 
 
2

Net Cash Used By Investing Activities
 
(215
)
 
 
(204
)
Cash Provided From (Used By) Financing Activities
 
 
 
 
 
Principal payments on term loans
 
(15
)
 
 
(15
)
Increase in other long-term debt
 
3

 
 
—

Increase (decrease) in short-term debt
 
42

 
 
(9
)
Net remittances on servicing of factoring arrangements
 
(4
)
 
 
(3
)
Net Cash Used By Financing Activities
 
26

 
 
(27
)
Effect of foreign currency exchange rate fluctuations on cash
 
(19
)
 
 
1

Decrease in cash and equivalents
 
(92
)
 
 
(237
)
Cash and equivalents at beginning of period
 
467

 
 
953

Cash and equivalents at end of period
$
375

 
$
716

 
7


FEDERAL-MOGUL CORPORATION
Reconciliation of Non-GAAP Financial Measures (Unaudited)
 
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
2013
 
2012
 
2013
 
2012
 
(Millions of Dollars)
Net Income (Loss)
$
58

 
$
(57
)
 
$
26

 
$
(22
)
Depreciation and amortization
 
72

 
 
70

 
 
144

 
 
140

Interest expense, net
 
24

 
 
32

 
 
53

 
 
64

OPEB curtailment gain
 
(19
)
 
 
—

 
 
(19
)
 
 
—

Restructuring expense, net
 
8

 
 
8

 
 
16

 
 
14

Loss from discontinued operations, net of income tax
 
6

 
 
3

 
 
59

 
 
5

Adjustment of assets to fair value
 
2

 
 
119

 
 
2

 
 
121

Non-service cost components of U.S. based funded pension plan
 
1

 
 
9

 
 
1

 
 
17

Income tax expense (benefit)
 
13

 
 
(29
)
 
 
24

 
 
(20
)
Other
 
(2
)
 
 
2

 
 
(2
)
 
 
2

Operational EBITDA
$
163

 
$
157

 
$
304

 
$
321

Free Cash Flow
 
 
 
 
 
 
 
 
 
 
 
Net cash provided from (used by) operating activities
$
166

 
$
(12
)
 
$
116

 
$
(7
)
Expenditures for property, plant and equipment
 
(93
)
 
 
(93
)
 
 
(186
)
 
 
(223
)
 
$
73

 
$
(105
)
 
$
(70
)
 
$
(230
)
Management believes that Operational EBITDA provides supplemental information for management and investors to evaluate the operating performance of its business. Management uses, and believes that investors benefit from referring to Operational EBITDA in assessing the Company's operating results, as well as in planning, forecasting and analyzing future periods as this financial measure approximates the cash flow associated with the operational earnings of the Company. Additionally, Operational EBITDA presents measures of corporate performance exclusive of the Company's capital structure and the method by which assets were acquired and financed. During the third quarter of 2012, the Company adjusted its definition of Operational EBITDA to include the service cost component of its U.S. based funded pension plan. Previously, all components of U.S. based funded pension expense were excluded from Operational EDITDA on a total Company basis. Accordingly, Operational EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, and certain items such as restructuring and impairment charges, Chapter 11 and U.K. Administration related reorganization expenses, gains or losses on the sales of businesses, the non-service cost components of the U.S. based funded pension plan and OPEB curtailment gains or losses from continuing operations. Prior periods have been reclassified to conform with the current definition of operational EBITDA.
 
8