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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 26, 2025
(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 26, 2025, Icahn Enterprises L.P. issued
a press release reporting its financial results for the fourth quarter of 2024. 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 26, 2025.
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 26, 2025
Exhibit 99.1
Icahn Enterprises L.P. (Nasdaq: IEP) Today Announced
Its Fourth Quarter 2024 Financial Results
Sunny Isles Beach, Fla, February 26, 2025 –
| · | Q4 2024 net loss attributable to IEP of $98 million, an improvement of $41 million over Q4 2023 |
| · | Q4 2024 quarter Adjusted EBITDA attributable to IEP of $12 million, compared to $9 million in Q4 2023
|
| · | Indicative Net Asset Value was approximately $3.3 billion as of December 31, 2024, a decrease of $223
million compared to September 30, 2024 |
| · | IEP declares fourth quarter distribution of $0.50 per depositary unit |
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, 2024, revenues were $2.6 billion and net loss was $98 million, or $0.19 per depositary unit. For the
three months ended December 31, 2023, revenues were $2.7 billion and net loss was $139 million, or a loss of $0.33 per depositary
unit. Adjusted EBITDA was $12 million for the three months ended December 31, 2024, compared to an Adjusted EBITDA of $9 million for the
three months ended December 31, 2023.
As
of December 31, 2024, indicative net asset value decreased $223 million compared to September 30, 2024. The change in indicative net asset
value is primarily driven by the decline in CVR Energy of $286 million, the third quarter distribution to holders of our depositary units
of $71 million in cash and the decline in Viskase of $57 million, which was offset in part primarily by the change in our Real Estate
segment value of $292 million. The Real Estate segment assets increased as a result of an agreement to sell certain properties
and the decision to change to a fair-market value estimate of our remaining Real Estate segment assets.
On
February 24, 2025, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount
of $0.50 per depositary unit, which will be paid on or about April 16, 2025, to depositary unitholders of record at the close of business
on March 10, 2024. Depositary unitholders will have until April 4, 2025, 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 11, 2025. 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 ongoing 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, including the impact of the use of leverage through
options, short sales, swaps, forwards and other derivative instruments; risk related to our ability to comply with the covenants in our
senior notes and the risk of foreclosure on the assets securing our notes; declines in the fair
value of our investments, 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 relating to our general
partner and controlling unitholder; pledges of our units by our 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 potential strategic transactions
involving our Energy segment, and the impact of tariffs; risks related to our automotive activities and exposure to adverse conditions
in the automotive industry, including as a result of 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, 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; political and regulatory
uncertainty, including changing economic policy and the imposition of tariffs; 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, | | |
Twelve Months Ended
December 31, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
| |
(in millions, except per unit amounts) | |
Revenues: | |
| | | |
| | | |
| | | |
| | |
Net sales | |
$ | 2,366 | | |
$ | 2,644 | | |
$ | 9,193 | | |
$ | 11,077 | |
Other revenues from operations | |
| 141 | | |
| 182 | | |
| 707 | | |
| 770 | |
Net loss from investment activities | |
| (103 | ) | |
| (300 | ) | |
| (421 | ) | |
| (1,575 | ) |
Interest and dividend income | |
| 97 | | |
| 155 | | |
| 477 | | |
| 636 | |
Gain (loss) on disposition of assets, net | |
| 2 | | |
| 3 | | |
| (4 | ) | |
| 8 | |
Other income (loss), net | |
| 55 | | |
| 12 | | |
| 68 | | |
| 18 | |
| |
| 2,558 | | |
| 2,696 | | |
| 10,020 | | |
| 10,934 | |
Expenses: | |
| | | |
| | | |
| | | |
| | |
Cost of goods sold | |
| 2,205 | | |
| 2,380 | | |
| 8,619 | | |
| 9,327 | |
Other expenses from operations | |
| 141 | | |
| 160 | | |
| 603 | | |
| 643 | |
Selling, general and administrative | |
| 205 | | |
| 19 | | |
| 783 | | |
| 852 | |
Dividend expense | |
| 9 | | |
| 199 | | |
| 56 | | |
| 87 | |
Restructuring, net | |
| 2 | | |
| — | | |
| 3 | | |
| 1 | |
Impairment | |
| — | | |
| 7 | | |
| — | | |
| 7 | |
Credit loss on related party note receivable | |
| — | | |
| — | | |
| — | | |
| 139 | |
Loss on deconsolidation of subsidiary | |
| — | | |
| — | | |
| — | | |
| 246 | |
Interest expense | |
| 129 | | |
| 128 | | |
| 523 | | |
| 554 | |
| |
| 2,691 | | |
| 2,893 | | |
| 10,587 | | |
| 11,856 | |
(Loss) income before income tax benefit (expense) | |
| (133 | ) | |
| (197 | ) | |
| (567 | ) | |
| (922 | ) |
Income tax benefit (expense) | |
| 23 | | |
| (8 | ) | |
| 25 | | |
| (90 | ) |
Net loss | |
| (110 | ) | |
| (205 | ) | |
| (542 | ) | |
| (1,012 | ) |
Less: net (loss) income attributable to non-controlling interests | |
| (12 | ) | |
| (66 | ) | |
| (97 | ) | |
| (328 | ) |
Net loss attributable to Icahn Enterprises | |
$ | (98 | ) | |
$ | (139 | ) | |
$ | (445 | ) | |
$ | (684 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net (loss) income attributable to Icahn Enterprises allocated to: | |
| | | |
| | | |
| | | |
| | |
Limited partners | |
$ | (96 | ) | |
$ | (136 | ) | |
$ | (436 | ) | |
$ | (670 | ) |
General partner | |
| (2 | ) | |
| (3 | ) | |
| (9 | ) | |
| (14 | ) |
| |
$ | (98 | ) | |
$ | (139 | ) | |
$ | (445 | ) | |
$ | (684 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and Diluted loss per LP unit | |
$ | (0.19 | ) | |
$ | (0.33 | ) | |
$ | (0.94 | ) | |
$ | (1.75 | ) |
Basic and diluted weighted average LP units outstanding | |
| 505 | | |
| 412 | | |
| 466 | | |
| 382 | |
Distributions declared per LP unit | |
$ | 0.50 | | |
$ | 1.00 | | |
$ | 3.50 | | |
$ | 6.00 | |
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| |
December 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
| |
(in millions, except unit amounts) | |
ASSETS | |
| | | |
| | |
Cash and cash equivalents | |
$ | 2,603 | | |
$ | 2,951 | |
Cash held at consolidated affiliated partnerships and restricted cash | |
| 2,636 | | |
| 2,995 | |
Investments | |
| 2,310 | | |
| 3,012 | |
Due from brokers | |
| 1,624 | | |
| 4,367 | |
Accounts receivable, net | |
| 479 | | |
| 485 | |
Related party notes receivable, net | |
| 7 | | |
| 11 | |
Inventories | |
| 897 | | |
| 1,047 | |
Property, plant and equipment, net | |
| 3,843 | | |
| 3,969 | |
Deferred tax asset | |
| 160 | | |
| 184 | |
Derivative assets, net | |
| 22 | | |
| 64 | |
Goodwill | |
| 288 | | |
| 288 | |
Intangible assets, net | |
| 409 | | |
| 466 | |
Assets held for sale | |
| 25 | | |
| — | |
Other assets | |
| 976 | | |
| 1,019 | |
Total Assets | |
$ | 16,279 | | |
$ | 20,858 | |
LIABILITIES AND EQUITY | |
| | | |
| | |
Accounts payable | |
$ | 802 | | |
$ | 830 | |
Accrued expenses and other liabilities | |
| 1,547 | | |
| 1,596 | |
Deferred tax liabilities | |
| 331 | | |
| 399 | |
Derivative liabilities, net | |
| 756 | | |
| 979 | |
Securities sold, not yet purchased, at fair value | |
| 1,373 | | |
| 3,473 | |
Due to brokers | |
| 40 | | |
| 301 | |
Debt | |
| 6,809 | | |
| 7,207 | |
Total liabilities | |
| 11,658 | | |
| 14,785 | |
| |
| | | |
| | |
Equity: | |
| | | |
| | |
Limited partners: Depositary units: 522,736,315 units issued and outstanding at December 31, 2024 and 429,033,241 units issued and outstanding at December 31, 2023 | |
| 3,241 | | |
| 3,969 | |
General partner | |
| (775 | ) | |
| (761 | ) |
Equity attributable to Icahn Enterprises | |
| 2,466 | | |
| 3,208 | |
Equity attributable to non-controlling interests | |
| 2,155 | | |
| 2,865 | |
Total equity | |
| 4,621 | | |
| 6,073 | |
Total Liabilities and Equity | |
$ | 16,279 | | |
$ | 20,858 | |
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.
Prior
to December 31, 2024, we used GAAP equity attributable to IEP for purposes of calculating our Real Estate segment indicative net asset
value. During the fourth quarter of the year ended December 31, 2024, we signed an agreement to sell certain properties in our
Real Estate segment, which is expected to close by the end of the first quarter of 2025, and which resulted in a fair value that significantly
exceeded their GAAP equity attributable to IEP. As a result, in the view of management, this segment’s GAAP equity attributable
to IEP as of December 31, 2024 no longer reflects indicative net asset value. Accordingly, these properties were valued based on the anticipated
sales price adjusted for customary closing costs. Additionally, management performed a valuation
with the assistance of third-party consultants to estimate fair-market value for the remaining assets in the Real Estate segment.
We believe these changes better reflect the value of our Real Estate segment’s assets and provide a more useful measurement for
management and investors.
Prior to December 31, 2024, we valued the Automotive
Services business using the trailing twelve month Adjusted EBITDA. Management no longer believes that the trailing twelve months Adjusted
EBITDA represents uniform performance and growth for the business. Accordingly, starting December 31, 2024 management performed a valuation
of the business using discounted cash flow and guideline public company methodologies with the assistance of third-party consultants and
will continue to use these forward looking methodologies in future periods.
See
below for more information on how we calculate the Company’s indicative net asset value.
| |
December 31, | | |
Sept 30, | | |
December 31, | |
| |
2024 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| |
| |
(in millions)(unaudited) | |
Market-valued Subsidiaries and Investments: | |
| | | |
| | | |
| | |
Holding Company interest in Investment Funds(1) | |
$ | 2,703 | | |
$ | 2,745 | | |
$ | 3,243 | |
CVR Energy(2) | |
| 1,250 | | |
| 1,536 | | |
| 2,021 | |
CVR Partners LP(2) | |
| 13 | | |
| - | | |
| - | |
Total market-valued subsidiaries and investments | |
$ | 3,966 | | |
$ | 4,281 | | |
$ | 5,264 | |
| |
| | | |
| | | |
| | |
Other Subsidiaries: | |
| | | |
| | | |
| | |
Viskase(3) | |
$ | 197 | | |
$ | 254 | | |
$ | 386 | |
Real Estate Segment(4) | |
| 743 | | |
| 442 | | |
| 439 | |
WestPoint Home(1) | |
| 162 | | |
| 164 | | |
| 153 | |
Vivus(1) | |
| 209 | | |
| 221 | | |
| 227 | |
| |
| | | |
| | | |
| | |
Automotive Services(5) | |
| 482 | | |
| 478 | | |
| 660 | |
Automotive Parts(1) | |
| 9 | | |
| 10 | | |
| 15 | |
Automotive Owned Real Estate Assets(6) | |
| 768 | | |
| 763 | | |
| 763 | |
Icahn Automotive Group | |
| 1,259 | | |
| 1,251 | | |
| 1,438 | |
| |
| | | |
| | | |
| | |
Operating Business Indicative Gross Asset Value | |
$ | 6,536 | | |
$ | 6,613 | | |
$ | 7,907 | |
Add: Other Net Assets(7) | |
| 103 | | |
| 64 | | |
| 114 | |
Indicative Gross Asset Value | |
$ | 6,639 | | |
$ | 6,677 | | |
$ | 8,021 | |
Add: Holding Company cash and cash equivalents(8) | |
| 1,397 | | |
| 1,566 | | |
| 1,584 | |
Less: Holding Company debt(8) | |
| (4,699 | ) | |
| (4,683 | ) | |
| (4,847 | ) |
Indicative Net Asset Value | |
$ | 3,337 | | |
$ | 3,560 | | |
$ | 4,758 | |
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 IEP 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 us 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) | For periods December 31, 2023 and September 30, 2024, value represents GAAP equity attributable to IEP
as of each respective date. During the fourth quarter of 2024, we signed an agreement to sell certain properties in our Real Estate segment,
which is expected to close by the end of the first quarter of 2025, and which resulted in a fair value that significantly exceeded their
GAAP equity attributable to IEP. The value for these properties as of December 31, 2024 is based on the anticipated sales price adjusted
for customary closing costs. Additionally, as of December 31, 2024, for all other assets in the Real Estate segment, excluding a debt
investment, management performed a valuation with the assistance of third-party consultants to estimate
fair-market value, which utilized the results of discounted cashflow and sales comparison methodologies. Different
judgments or assumptions would result in different estimates of the value of these holdings. The Real Estate segment’s debt
investment is fair valued in accordance with GAAP as it has been
historically. For reference, the GAAP equity attributable to us for the Real Estate segment as of December 31, 2024 was $447 million. |
| (5) | For the periods December 31, 2023 and September 30, 2024 amounts based on market comparables, valued at
10.0x Adjusted EBITDA for the trailing twelve months ended as of each respective date. As of December 31, 2024, management
performed a valuation of the Automotive Services business with the assistance of third-party consultants to estimate fair-market-value.
This analysis utilized the average results of a discounted cashflow methodology and a guideline public company methodology, which
is equivalent to 13.5x Adjusted EBITDA for the trailing twelve months ended as of December 31, 2024.
Different judgments or assumptions would result in different estimates of the value of the business. |
| (6) | Management performed a valuation on the owned real-estate within
the Automotive segment 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 9.25% as of December 31, 2024, and
7.0% to 10.0% as of September 30, 2024, and December 31, 2023. The valuation assumed that triple net leases are in place for all the locations
at rents estimated by management based on market conditions, except for 15 properties management has identified they will exit in the
near term, which have been downward adjusted for costs required to reach stabilized rent. 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.
|
| (7) | 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, 2024, September 30, 2024 and June
30, 2024, Other Net Assets includes $10 million, $13 million and $19 million respectively, of Automotive Segment liabilities assumed from
the Auto Plus bankruptcy. |
| (8) | Holding Company’s balance as of each respective date. |
| |
Three Months Ended December 31, | | |
Year Ended December 31, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
| |
(in millions)(unaudited) | |
Adjusted EBITDA | |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (110 | ) | |
$ | (205 | ) | |
$ | (542 | ) | |
$ | (1,012 | ) |
Interest expense, net | |
| 83 | | |
| 54 | | |
| 303 | | |
| 253 | |
Income tax (benefit) expense | |
| (23 | ) | |
| 8 | | |
| (25 | ) | |
| 90 | |
Depreciation and amortization | |
| 129 | | |
| 134 | | |
| 511 | | |
| 518 | |
EBITDA before non-controlling interests | |
| 79 | | |
| (9 | ) | |
| 247 | | |
| (151 | ) |
Impairment | |
| - | | |
| 7 | | |
| - | | |
| 7 | |
Credit loss on related party note receivable | |
| - | | |
| - | | |
| - | | |
| 139 | |
Loss on deconsolidation of subsidiary | |
| - | | |
| - | | |
| - | | |
| 246 | |
Restructuring costs | |
| 3 | | |
| 1 | | |
| 3 | | |
| 1 | |
(Gain) loss on disposition of assets, net | |
| (1 | ) | |
| (4 | ) | |
| 4 | | |
| (10 | ) |
Transformation costs | |
| 8 | | |
| 11 | | |
| 38 | | |
| 41 | |
(Gain) on extinguishment of debt, net | |
| - | | |
| (13 | ) | |
| (8 | ) | |
| (13 | ) |
Gain on sale of equity method investment | |
| (24 | ) | |
| - | | |
| (24 | ) | |
| - | |
Gain on lease termination | |
| (38 | ) | |
| - | | |
| (38 | ) | |
| - | |
Other | |
| 15 | | |
| 4 | | |
| 45 | | |
| 21 | |
Adjusted EBITDA before non-controlling interests | |
$ | 42 | | |
$ | (3 | ) | |
$ | 267 | | |
$ | 281 | |
| |
| | | |
| | | |
| | | |
| | |
Adjusted EBITDA attributable to IEP | |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (98 | ) | |
$ | (139 | ) | |
$ | (445 | ) | |
$ | (684 | ) |
Interest expense, net | |
| 72 | | |
| 49 | | |
| 263 | | |
| 224 | |
Income tax (benefit) expense | |
| (16 | ) | |
| 4 | | |
| (7 | ) | |
| 36 | |
Depreciation and amortization | |
| 83 | | |
| 89 | | |
| 336 | | |
| 354 | |
EBITDA before non-controlling interests | |
| 41 | | |
| 3 | | |
| 147 | | |
| (70 | ) |
Impairment | |
| - | | |
| 7 | | |
| - | | |
| 7 | |
Credit loss on related party note receivable | |
| - | | |
| - | | |
| - | | |
| 139 | |
Loss on deconsolidation of subsidiary | |
| - | | |
| - | | |
| - | | |
| 246 | |
Restructuring costs | |
| 3 | | |
| 1 | | |
| 3 | | |
| 1 | |
(Gain) loss on disposition of assets, net | |
| (1 | ) | |
| (4 | ) | |
| 4 | | |
| (10 | ) |
Transformation costs | |
| 8 | | |
| 11 | | |
| 38 | | |
| 41 | |
(Gain) on extinguishment of debt, net | |
| - | | |
| (13 | ) | |
| (8 | ) | |
| (13 | ) |
Gain on sale of equity method investment | |
| (16 | ) | |
| - | | |
| (16 | ) | |
| - | |
Gain on lease termination | |
| (38 | ) | |
| - | | |
| (38 | ) | |
| - | |
Other | |
| 15 | | |
| 4 | | |
| 44 | | |
| 20 | |
Adjusted EBITDA attributable to IEP | |
$ | 12 | | |
$ | 9 | | |
$ | 174 | | |
$ | 361 | |
Investor Contact:
Ted Papapostolou, Chief Financial Officer
IR@ielp.com
(800) 255-2737
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