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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): February 28, 2024
(Commission
File
Number) |
(Exact
Name of Registrant as Specified in Its Charter)
(Address of Principal Executive Offices) (Zip Code)
(Telephone Number) |
(State or Other
Jurisdiction of
Incorporation
or
Organization) |
(IRS
Employer
Identification
No.) |
1-9516 |
ICAHN
ENTERPRISES L.P.
16690
Collins Avenue, PH-1
Sunny
Isles Beach, FL
33160
(305)
422-4100 |
Delaware |
13-3398766 |
(Former Name or Former Address, if Changed Since
Last Report)
N/A
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:
¨ |
Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Depositary
Units of Icahn Enterprises L.P. Representing Limited Partner Interests |
|
IEP |
|
NASDAQ Global Select Market |
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 ¨
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. ¨
Item 2.02 Results of Operations and Financial Condition.
On February 28, 2024, Icahn Enterprises L.P. issued
a press release reporting its financial results for the fourth quarter of 2023. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 – Press Release dated February 28, 2024.
104 – Cover
Page Interactive Data File (formatted in Inline XBRL in Exhibit 101).
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.
|
ICAHN ENTERPRISES L.P.
(Registrant) |
|
|
|
|
|
By: |
Icahn Enterprises G.P. Inc.,
its general partner |
|
|
|
|
|
|
By: |
/s/ Ted Papapostolou |
|
|
|
Ted Papapostolou
Chief Financial Officer |
Date: February 28, 2024
Exhibit 99.1
Icahn Enterprises L.P. (Nasdaq: IEP) Today
Announced Its Fourth Quarter and Full Year 2023 Financial Results
Sunny Isles Beach, Fla, February 28, 2024 –
| · | Fourth
quarter net loss attributable to IEP of $139 million, an improvement of $116 million over
prior year quarter |
| · | Fourth
quarter Adjusted EBITDA attributable to IEP of $9 million, an increase of $84 million over
prior year quarter |
| · | Indicative
Net Asset Value was $4.76 billion as of December 31, 2023, a decrease of approximately $411
million compared to September 30, 2023, primarily driven by the shorts in the investment
funds, which are used for hedging, and the distributions to our unitholders |
| · | IEP
declares fourth quarter distribution of $1.00 per depositary unit |
| · | In
December 2023 we defeased our 2024 notes and the next note maturity of $750 million is December
of 2025 |
| · | Our
cash position was $2.7 billion across the Holding Company and Investment segments as of Year
End 2023 (1) |
As Chairman Carl C. Icahn has previously stated:
"I have come to believe that activism, on a risk reward basis, is the best investment paradigm that exists. While this method of
investing certainly is somewhat volatile, over the long term the returns cannot be matched.”
“In 2000, IEP began to expand its business
beyond its traditional real estate activities to fully embrace the activist strategy. On January 1, 2000, the closing sale price of our
depositary units was $7.63 per depositary unit. On February 16, 2024, our depositary units closed at $21.22 per depositary unit, representing
an increase of approximately 1,066% since January 1, 2000 (including reinvestment of distributions into additional depositary units and
taking into account in-kind distributions of depositary units). Comparatively, the S&P 500, Dow Jones Industrial and Russell 2000
indices increased approximately 436%, 491% and 453%, respectively, over the same period (including reinvestment of distributions into
those indices).”
“The reason activism works so well is that,
somewhat unfortunately, many public companies are not well run. It is very difficult and expensive to remove a poorly-performing CEO
and board. And that is why so few investors today employ true activism. Fortunately for IEP and its unitholders, we are in a unique position
to be activists. Given our track record, our stable capital base, and our willingness to launch proxy contests (which are extremely arduous
and expensive to conduct and even more so to win), we are frequently invited into the tent without ever having to take aggressive actions.
To that end, we currently have 25 board seats in our disclosed public company investments.”
“We encourage all of our companies to pursue
spin-offs and asset sales when they create value, improve leadership in key positions and help manage and settle complex litigation.
We often find ourselves investing in companies that are temporarily out of favor and/or contain hidden jewels. We have continued to pick
our spots and find new, exciting activist opportunities, including the recently announced positions in American Electric Power Company,
Inc. (ticker: AEP) and JetBlue Airways Corp. (ticker: JBLU) within our Investment segment.”
(1) Our cash position of $2.7 billion consists of Investment segment cash held at consolidated partnerships of $1.1 billion, Holding Company cash and cash equivalents of $1.6 billion and Investment segment cash and cash equivalents of $23 million.
“Over the long term, our activist returns
have been outstanding. Given our hedge portfolio and the frequent long time horizon of our complex activist investments, our returns
can often be lumpy. There are also times when our hedge book can go against us and overwhelm the performance of our long positions. This
underperformance has occurred several times in IEP's history. While there are never guarantees, we expect our returns to improve back
to historical levels where our long positions far outperform our hedges. If successful, this should result in greatly enhanced NAV."
Financial Summary
(Net loss and Adjusted EBITDA figures in commentary below are attributable
to Icahn Enterprises, unless otherwise specified)
For the three months ended December 31, 2023,
revenues were $2.7 billion and net losses were $139 million, or a loss of $0.33 per depositary unit. Losses for the quarter were primarily
driven by shorts in the investment funds, which are used for hedging. For the three months ended December 31, 2022, revenues were $3.1
billion and net losses were $255 million, or a loss of $0.74 per depository unit. Adjusted EBITDA was $9 million for the three months
ended December 31, 2023, compared to an Adjusted EBITDA loss of $75 million for the three months ended December 31, 2022.
For the twelve months ended December 31, 2023,
revenues were $10.8 billion and net losses were $684 million, or a loss of $1.75 per depositary unit. An important factor included in
these results are losses from our shorts in the investment funds, which are used for hedging. For the twelve months ended December 31,
2022, revenues were $14.1 billion and net losses were $183 million, or $0.57 per depositary unit. Adjusted EBITDA was $361 million for
the twelve months ended December 31, 2023, compared to $679 million for the twelve months ended December 31, 2022.
As of December 31, 2023, indicative net asset
value decreased $411 million compared to September 30, 2023. This decrease is primarily driven by the shorts in the investment funds,
which are used for hedging, and the distributions to our unitholders.
On February 26, 2024, the Board
of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $1.00 per depositary unit,
which will be paid on or about April 18, 2024, to depositary unitholders of record at the close of business on March 11, 2024. Depositary
unitholders will have until April 5, 2024, to make a timely election to receive either cash or additional depositary units. If a unitholder
does not make a timely election, it will automatically be deemed to have elected to receive the distribution in additional depositary
units. Depositary unitholders who elect to receive (or who are deemed to have elected to receive) additional depositary units will receive
units valued at the volume weighted average trading price of the units during the five consecutive trading days ending April 12,
2024. Icahn Enterprises will make a cash payment in lieu of issuing fractional depositary units to any unitholders electing to receive
(or who are deemed to have elected to receive) depositary units.
***
Icahn Enterprises L.P., a master limited partnership,
is a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment,
Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma.
Caution Concerning Forward-Looking Statements
This
release may contain 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 and its subsidiaries. Actual events, results and outcomes may differ materially from our expectations
due to a variety of known and unknown risks, uncertainties and other factors, including risks related to economic downturns, substantial
competition and rising operating costs; the impacts from the Russia/Ukraine conflict and conflict in the Middle East, including economic
volatility and the impacts of export controls and other economic sanctions, risks related to our investment activities, including the
nature of the investments made by the private funds in which we invest, declines in the fair value of our investments as a result of
the COVID-19 pandemic, losses in the private funds and loss of key employees; risks related to our ability to continue to conduct our
activities in a manner so as to not be deemed an investment company under the Investment Company Act of 1940, as amended, or to be taxed
as a corporation; risks related to short sellers and associated litigation and regulatory inquiries; risks related to our general partner
and controlling unitholder; risks related to our energy business, including the volatility and availability of crude oil, other feed
stocks and refined products, declines in global demand for crude oil, refined products and liquid transportation fuels, unfavorable refining
margin (crack spread), interrupted access to pipelines, significant fluctuations in nitrogen fertilizer demand in the agricultural industry
and seasonality of results; risks related to the success of a spin-off of the fertilizer business including risks related to any
decision to cease exploration of a spin-off; risks related to our automotive activities and exposure
to adverse conditions in the automotive industry, including as a result of the COVID-19 pandemic and the Chapter 11 filing of our automotive
parts subsidiary; risks related to our food packaging activities, including competition from better capitalized competitors, inability
of our suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes in casings technology; supply
chain issues; inflation, including increased costs of raw materials and shipping, including as a result of the Russia/Ukraine conflict
and conflict in the Middle East; interest rate increases; labor shortages and workforce availability; 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, manufacturing disruptions, 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 including
out Annual Report on Form 10-K and our quarterly reports on Form 10-Q under the caption “Risk Factors”. Additionally, there
may be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ
materially from the forward-looking statements. Past performance in our Investment segment is not
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
(UNAUDITED)
| |
Three Months
Ended December 31, | | |
Year Ended
December 31, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
| |
(in millions, except per unit amounts) | |
Revenues: | |
| | | |
| | | |
| | | |
| | |
Net sales | |
$ | 2,644 | | |
$ | 3,280 | | |
$ | 11,077 | | |
$ | 13,378 | |
Other revenues from operations | |
| 182 | | |
| 186 | | |
| 770 | | |
| 748 | |
Net loss from investment activities | |
| (300 | ) | |
| (478 | ) | |
| (1,575 | ) | |
| (168 | ) |
Interest and dividend income | |
| 155 | | |
| 148 | | |
| 636 | | |
| 328 | |
Gain (loss) on disposition of assets, net | |
| 3 | | |
| (11 | ) | |
| 8 | | |
| (8 | ) |
Other loss, net | |
| (7 | ) | |
| (24 | ) | |
| (69 | ) | |
| (177 | ) |
| |
| 2,677 | | |
| 3,101 | | |
| 10,847 | | |
| 14,101 | |
Expenses: | |
| | | |
| | | |
| | | |
| | |
Cost of goods sold | |
| 2,380 | | |
| 2,951 | | |
| 9,327 | | |
| 11,689 | |
Other expenses from operations | |
| 160 | | |
| 142 | | |
| 643 | | |
| 583 | |
Selling, general and administrative | |
| 199 | | |
| 329 | | |
| 852 | | |
| 1,250 | |
Restructuring, net | |
| — | | |
| 2 | | |
| 1 | | |
| 2 | |
Impairment | |
| 7 | | |
| — | | |
| 7 | | |
| — | |
Credit loss on related party note receivable | |
| — | | |
| — | | |
| 139 | | |
| — | |
Loss on deconsolidation of subsidiary | |
| — | | |
| — | | |
| 246 | | |
| — | |
Interest expense | |
| 128 | | |
| 144 | | |
| 554 | | |
| 568 | |
| |
| 2,874 | | |
| 3,568 | | |
| 11,769 | | |
| 14,092 | |
(Loss) income before income tax benefit (expense) | |
| (197 | ) | |
| (467 | ) | |
| (922 | ) | |
| 9 | |
Income tax (expense) benefit | |
| (8 | ) | |
| 59 | | |
| (90 | ) | |
| (34 | ) |
Net loss | |
| (205 | ) | |
| (408 | ) | |
| (1,012 | ) | |
| (25 | ) |
Less: net loss attributable to non-controlling
interests | |
| (66 | ) | |
| (153 | ) | |
| (328 | ) | |
| 158 | |
Net loss attributable to Icahn Enterprises | |
$ | (139 | ) | |
$ | (255 | ) | |
$ | (684 | ) | |
$ | (183 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss attributable to Icahn Enterprises allocated to: | |
| | | |
| | | |
| | | |
| | |
Limited partners | |
$ | (136 | ) | |
$ | (250 | ) | |
$ | (670 | ) | |
$ | (179 | ) |
General partner | |
| (3 | ) | |
| (5 | ) | |
| (14 | ) | |
| (4 | ) |
| |
$ | (139 | ) | |
$ | (255 | ) | |
$ | (684 | ) | |
$ | (183 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and Diluted loss per LP unit | |
$ | (0.33 | ) | |
$ | (0.74 | ) | |
$ | (1.75 | ) | |
$ | (0.57 | ) |
Basic and diluted weighted average
LP units outstanding | |
| 412 | | |
| 340 | | |
| 382 | | |
| 316 | |
Distributions declared per LP unit | |
$ | 1.00 | | |
$ | 2.00 | | |
$ | 6.00 | | |
$ | 8.00 | |
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| |
December 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
| |
(in millions, except unit amounts) | |
ASSETS | |
| | | |
| | |
Cash and cash equivalents | |
$ | 2,951 | | |
$ | 2,337 | |
Cash held at consolidated affiliated partnerships and restricted
cash | |
| 2,995 | | |
| 2,549 | |
Investments | |
| 3,012 | | |
| 6,809 | |
Due from brokers | |
| 4,367 | | |
| 7,051 | |
Accounts receivable, net | |
| 485 | | |
| 606 | |
Related party notes receivable, net | |
| 11 | | |
| — | |
Inventories | |
| 1,047 | | |
| 1,531 | |
Property, plant and equipment, net | |
| 3,969 | | |
| 4,038 | |
Deferred tax asset | |
| 184 | | |
| 127 | |
Derivative assets, net | |
| 64 | | |
| 805 | |
Goodwill | |
| 288 | | |
| 288 | |
Intangible assets, net | |
| 466 | | |
| 533 | |
Other assets | |
| 1,019 | | |
| 1,240 | |
Total Assets | |
$ | 20,858 | | |
$ | 27,914 | |
LIABILITIES AND EQUITY | |
| | | |
| | |
Accounts payable | |
$ | 830 | | |
$ | 870 | |
Accrued expenses and other liabilities | |
| 1,596 | | |
| 1,981 | |
Deferred tax liabilities | |
| 399 | | |
| 338 | |
Derivative liabilities, net | |
| 979 | | |
| 691 | |
Securities sold, not yet purchased, at fair value | |
| 3,473 | | |
| 6,495 | |
Due to brokers | |
| 301 | | |
| 885 | |
Debt | |
| 7,207 | | |
| 7,096 | |
Total liabilities | |
| 14,785 | | |
| 18,356 | |
| |
| | | |
| | |
Commitments and contingencies (Note 19) | |
| | | |
| | |
| |
| | | |
| | |
Equity: | |
| | | |
| | |
Limited partners: Depositary units: 429,033,241
units issued and outstanding at December 31, 2023 and 353,572,182 units issued and outstanding at December 31, 2022 | |
| 3,969 | | |
| 4,647 | |
General partner | |
| (761 | ) | |
| (747 | ) |
Equity attributable to Icahn Enterprises | |
| 3,208 | | |
| 3,900 | |
Equity attributable to non-controlling
interests | |
| 2,865 | | |
| 5,658 | |
Total equity | |
| 6,073 | | |
| 9,558 | |
Total Liabilities and Equity | |
$ | 20,858 | | |
$ | 27,914 | |
Use of Non-GAAP Financial Measures
The
Company uses certain non-GAAP financial measures in evaluating its performance. These include non-GAAP EBITDA and Adjusted EBITDA. EBITDA
represents earnings from continuing operations before net interest expense (excluding our Investment segment), income tax (benefit) expense
and depreciation and amortization. We define Adjusted EBITDA as EBITDA excluding certain effects of impairment, restructuring costs,
transformation costs, certain pension plan expenses, gains/losses on disposition of assets, gains/losses on extinguishment of debt and
certain other non-operational charges. We present EBITDA and Adjusted EBITDA on a consolidated basis and on a basis attributable to Icahn
Enterprises net of the effects 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 and Adjusted
EBITDA 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 (except with
respect to our Investment segment), taxes and depreciation and amortization and certain effects of impairment, restructuring costs, certain
pension plan expenses, gains/losses on disposition of assets, gains/losses on extinguishment of debt 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 and Adjusted EBITDA present meaningful
measures of performance exclusive of our capital structure and the method by which assets were acquired and financed. Effective December
31, 2023, we modified our calculation of EBITDA to exclude the impact of net interest expense from the Investment segment. This change
has been applied to all periods presented. We believe that this revised presentation improves the supplemental information provided to
our investors because interest expense within the Investment segment is associated with its core operations of investment activity rather
than representative of its capital structure.
EBITDA
and Adjusted EBITDA 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 and
Adjusted EBITDA:
| · | 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 and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.
In addition, EBITDA and Adjusted EBITDA do not reflect the impact of earnings or charges resulting from matters we consider not
to be indicative of our ongoing operations.
EBITDA
and Adjusted EBITDA 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 and Adjusted EBITDA
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 depositary 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 depositary units as calculated by management.
See
below for more information on how we calculate the Company’s indicative net asset value.
| |
December 31, | | |
September 30, | | |
December 31, | |
| |
2023 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| |
| |
(in millions)(unaudited) | |
Market-valued Subsidiaries and Investments: | |
| | | |
| | | |
| | |
Holding
Company interest in Investment Funds(1) | |
$ | 3,243 | | |
$ | 3,634 | | |
$ | 4,184 | |
CVR
Energy(2) | |
| 2,021 | | |
| 2,270 | | |
| 2,231 | |
Total market-valued subsidiaries and investments | |
$ | 5,264 | | |
$ | 5,904 | | |
$ | 6,415 | |
| |
| | | |
| | | |
| | |
Other Subsidiaries: | |
| | | |
| | | |
| | |
Viskase(3) | |
$ | 386 | | |
$ | 378 | | |
$ | 243 | |
Real
Estate Holdings(1) | |
| 439 | | |
| 440 | | |
| 455 | |
WestPoint
Home(1) | |
| 153 | | |
| 158 | | |
| 156 | |
Vivus(1) | |
| 227 | | |
| 227 | | |
| 241 | |
| |
| | | |
| | | |
| | |
Automotive
Services(4) | |
| 660 | | |
| 601 | | |
| 490 | |
Automotive
Parts(1)(5)(6) | |
| 15 | | |
| 8 | | |
| 381 | |
Automotive
Owned Real Estate Assets(7) | |
| 763 | | |
| 831 | | |
| 831 | |
Icahn Automotive Group | |
| 1,438 | | |
| 1,440 | | |
| 1,702 | |
| |
| | | |
| | | |
| | |
Total other subsidiaries | |
$ | 2,643 | | |
$ | 2,643 | | |
$ | 2,797 | |
Add:
Other Net Assets(8) | |
| 114 | | |
| 117 | | |
| 20 | |
Indicative Gross Asset Value | |
$ | 8,021 | | |
$ | 8,664 | | |
$ | 9,232 | |
Add:
Holding Company cash and cash equivalents(9) | |
| 1,584 | | |
| 1,813 | | |
| 1,720 | |
Less:
Holding Company debt(9) | |
| (4,847 | ) | |
| (5,308 | ) | |
| (5,309 | ) |
Indicative Net Asset Value | |
$ | 4,758 | | |
$ | 5,169 | | |
$ | 5,643 | |
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
GAAP 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, valued at 9.0x Adjusted EBITDA for the trailing twelve months ended
as of each respective date |
| (4) | Amounts based on market comparables, valued
at 10.0x Adjusted EBITDA for the trailing twelve months ended December 31, 2023 and September
30, 2023, valued at 14.0x Adjusted EBITDA for the trailing twelve months ended December 31,
2022, respectively. |
| (5) | On January 31, 2023, a subsidiary of Icahn
Automotive, IEH Auto Parts Holding LLC and its subsidiaries (“Auto Plus”), an
aftermarket parts distributor held within our Automotive segment, filed voluntary petitions
in the United States Bankruptcy Court. As a result, IEP deconsolidated Auto Plus, writing
down its remaining equity interest to zero which was offset by the recognition of a related
party note receivable reflected in Other Net Assets. |
| (6) | Beginning in Q2 2023, a wholly owned subsidiary
of IEP within the Automotive segment acquired assets from the Auto Plus bankruptcy auction,
which are reflected in Automotive Parts. |
| (7) | Management
performed a valuation on the owned real-estate with the assistance of third-party consultants
to estimate fair-market-value. This analysis utilized property-level market rents, location
level profitability, and utilized prevailing cap rates ranging from 7.0% to 10.0%
as of December 31, 2023, and 6.8% to 8.0% as of September 30, 2023, and December 31, 2022.
The valuation assumed that triple net leases are in place for all the locations at rents
estimated by management based on market conditions. There is no assurance we would be able
to sell the assets on the timeline or at the prices and lease terms we estimate. Different
judgments or assumptions would result in different estimates of the value of these real estate
assets. Moreover, although we evaluate and provide our indicative net asset value on a regular
basis, the estimated values may fluctuate in the interim, so that any actual transaction
could result in a higher or lower valuation. |
(8) | Represents GAAP equity of the Holding Company
Segment, excluding cash and cash equivalents, debt and non-cash deferred tax assets or liabilities.
As of December 31, 2023 and September 30, 2023, Other Net Assets includes $20 million and
$26 million, respectively, of Automotive Segment liabilities assumed from the Auto Plus bankruptcy. |
(9) | Holding Company’s balance as of each respective date. |
| |
Three Months
Ended December 31, | | |
Year Ended
December 31, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
| |
(in millions)(unaudited) | |
Adjusted EBITDA | |
| | | |
| | | |
| | | |
| | |
Net (loss) income | |
($ | 205 | ) | |
($ | 408 | ) | |
($ | 1,012 | ) | |
($ | 25 | ) |
Interest expense, net | |
| 54 | | |
| 75 | | |
| 253 | | |
| 355 | |
Income tax expense (benefit) | |
| 8 | | |
| (59 | ) | |
| 90 | | |
| 34 | |
Depreciation and amortization | |
| 134 | | |
| 129 | | |
| 518 | | |
| 509 | |
EBITDA before non-controlling interests | |
| (9 | ) | |
| (263 | ) | |
| (151 | ) | |
| 873 | |
Impairment | |
| 7 | | |
| - | | |
| 7 | | |
| - | |
Credit loss on related party note receivable | |
| - | | |
| - | | |
| 139 | | |
| - | |
Loss on deconsolidation of subsidiary | |
| - | | |
| - | | |
| 246 | | |
| - | |
Restructuring costs | |
| 1 | | |
| 2 | | |
| 1 | | |
| 2 | |
(Gain) loss on disposition of assets | |
| (4 | ) | |
| 1 | | |
| (10 | ) | |
| (3 | ) |
Transformation costs | |
| 11 | | |
| 12 | | |
| 41 | | |
| 53 | |
Net (gain) loss on extinguishment of debt | |
| (13 | ) | |
| - | | |
| (13 | ) | |
| 1 | |
Out of period adjustments | |
| 2 | | |
| 52 | | |
| 10 | | |
| 52 | |
Call option lawsuits settlement | |
| - | | |
| - | | |
| - | | |
| 79 | |
Other | |
| 2 | | |
| 29 | | |
| 11 | | |
| 40 | |
Adjusted EBITDA before non-controlling
interests | |
($ | 3 | ) | |
($ | 167 | ) | |
$ | 281 | | |
$ | 1,097 | |
| |
| | | |
| | | |
| | | |
| | |
Adjusted EBITDA attributable
to IEP | |
| | | |
| | | |
| | | |
| | |
Net (loss) income | |
($ | 139 | ) | |
($ | 255 | ) | |
($ | 684 | ) | |
($ | 183 | ) |
Interest expense, net | |
| 49 | | |
| 66 | | |
| 224 | | |
| 314 | |
Income tax expense (benefit) | |
| 4 | | |
| (72 | ) | |
| 36 | | |
| (4 | ) |
Depreciation and amortization | |
| 89 | | |
| 90 | | |
| 354 | | |
| 352 | |
EBITDA attributable to IEP | |
| 3 | | |
| (171 | ) | |
| (70 | ) | |
| 479 | |
Impairment | |
| 7 | | |
| - | | |
| 7 | | |
| - | |
Credit loss on related party note receivable | |
| - | | |
| - | | |
| 139 | | |
| - | |
Loss on deconsolidation of subsidiary | |
| - | | |
| - | | |
| 246 | | |
| - | |
Restructuring costs | |
| 1 | | |
| 2 | | |
| 1 | | |
| 2 | |
(Gain) loss on disposition of assets | |
| (4 | ) | |
| 1 | | |
| (10 | ) | |
| (3 | ) |
Transformation costs | |
| 11 | | |
| 12 | | |
| 41 | | |
| 53 | |
Net (gain) loss on extinguishment of debt | |
| (13 | ) | |
| - | | |
| (13 | ) | |
| 1 | |
Out of period adjustments | |
| 2 | | |
| 52 | | |
| 10 | | |
| 52 | |
Call option lawsuits settlement | |
| - | | |
| - | | |
| - | | |
| 56 | |
Other | |
| 2 | | |
| 29 | | |
| 10 | | |
| 39 | |
Adjusted EBITDA attributable to
IEP | |
$ | 9 | | |
($ | 75 | ) | |
$ | 361 | | |
$ | 679 | |
Investor Contact:
Ted Papapostolou, Chief Financial Officer
IR@ielp.com
(800) 255-2737
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