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New words:
Arizona, facemask, flat, gas, IEP, inflation, maximum, midnight, Nevada, petition, repaid, RVO, Southwest, SWX, symbol, withheld
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broker, comparative, correspondingly, dismissed, lawsuit, public
Financial report summary
?Risks
- Our general partner, and its control person, has significant influence over us.
- We have engaged, and in the future may engage, in transactions with our affiliates.
- We are subject to the risk of becoming an investment company.
- We may structure transactions in a less advantageous manner to avoid becoming subject to the Investment Company Act.
- We may become taxable as a corporation if we are no longer treated as a partnership for U.S. federal income tax purposes.
- We may be negatively impacted by the potential for changes in tax laws.
- Holders of depositary units may be required to pay tax on their share of our income even if they did not receive cash distributions from us.
- Tax gain or loss on the disposition of our depositary units could be more or less than expected.
- Tax-exempt entities may recognize unrelated business taxable income they receive from holding our units, and may face other unique issues specific to their U.S. federal income tax classification.
- Non-U.S. persons face unique tax issues from owning units that may result in adverse tax consequences to them, including being subject to withholding regimes and U.S. federal income tax on certain income they may earn from holding our units.
- We may be liable for any underwithholding by nominees on our distributions made after January 1, 2022.
- Our unitholders likely will be subject to state and local taxes and return filing or withholding requirements in states in which they do not live as a result of investing in our units.
- We prorate our items of income, gain, loss and deduction between transferors and transferees of our units based upon the ownership of our units at the close of business on the last day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.
- A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of those units. If so, such unitholder would no longer be treated for U.S. federal income tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.
- If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it (and some states) may collect any resulting taxes (including any applicable penalties and interest) directly from us, in which case our cash available to service debt or pay distributions to our unitholders, if and when resumed, could be substantially reduced.
- We may be subject to the pension liabilities of our affiliates.
- We are a limited partnership and a ‘‘controlled company’’ within the meaning of the Nasdaq rules and as such are exempt from certain corporate governance requirements.
- Certain members of our management team may be involved in other business activities that may involve conflicts of interest.
- Holders of Icahn Enterprises’ depositary units have limited voting rights, including rights to participate in our management.
- Holders of Icahn Enterprises’ depositary units may not have limited liability in certain circumstances and may be personally liable for the return of distributions that cause our liabilities to exceed our assets.
- Since we are a limited partnership, you may not be able to pursue legal claims against us in U.S. federal courts.
- We are a holding company and depend on the businesses of our subsidiaries to satisfy our obligations.
- To service our indebtedness, we will require a significant amount of cash. Our ability to maintain our current cash position or generate cash depends on many factors beyond our control.
- Our failure to comply with the covenants contained under any of our debt instruments, including the indentures governing our senior unsecured notes (including our failure to comply as a result of events beyond our control), could result in an event of default that would materially and adversely affect our financial condition.
- We may not have sufficient funds necessary to finance a change of control offer that may be required by the indentures governing our senior notes.
- We have made significant investments in the Investment Funds and negative performance of the Investment Funds may result in a significant decline in the value of our investments.
- Future cash distributions to Icahn Enterprises’ unitholders, if any, can be affected by numerous factors.
- Our investments may be subject to significant uncertainties.
- The historical financial information for the Investment Funds is not necessarily indicative of its future performance.
- We may not be able to identify suitable investments, and our investments may not result in favorable returns or may result in losses.
- Successful execution of our activist investment activities involves many risks, certain of which are outside of our control.
- The Investment Funds make investments in companies we do not control.
- The use of leverage in investments by the Investment Funds may pose a significant degree of risk and may enhance the possibility of significant loss in the value of the investments in the Investment Funds.
- The possibility of increased regulation could result in additional burdens on our Investment segment.
- The ability to hedge investments successfully is subject to numerous risks.
- The Investment Funds invest in distressed securities, as well as bank loans, asset backed securities and mortgage backed securities.
- The Investment Funds may invest in companies that are based outside of the United States, which may expose the Investment Funds to additional risks not typically associated with investing in companies that are based in the United States.
- The Investment Funds’ investments are subject to numerous additional risks including those described below.
- Changes in regulations and regulatory actions can adversely affect our operating results and our ability to allocate capital.
- Our operating subsidiaries operate businesses which are subject to the risk of operational disruptions, damage to property, injury to persons or environmental and legal liability. Our operating subsidiaries could incur potentially significant costs to the extent there are unforeseen events which are not fully insured.
- Environmental laws and regulations could require our operating subsidiaries to make substantial capital expenditures to remain in compliance or to remediate current or future contamination that could give rise to material liabilities.
- Our Energy segment’s businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.
- Compliance with the U.S. Environmental Protection Agency Renewable Fuel Standard, with respect to our Energy segment, could adversely affect our financial condition and results of operations.
- Commodity derivative contracts, particularly with respect to our Energy segment, may limit our potential gains, exacerbate potential losses and involve other risks.
- Our subsidiaries’ competitors may be larger and have greater financial resources and operational capabilities than our subsidiaries do, which may require them or us to invest significant additional capital in order to effectively compete. Our investments, or our subsidiaries’ investments, may not achieve desired results.
- Certain of our subsidiaries have operations in foreign countries which expose them to risks related to economic and political conditions, currency fluctuations, import/export restrictions, regulatory and other risks.
- Certain of our businesses have substantial indebtedness, which could restrict their business activities and/or could subject them to significant interest rate risk.
- We need qualified personnel to manage and operate our various businesses.
- Global economic conditions may have adverse impacts on our businesses and financial condition.
- We and our subsidiaries are subject to cybersecurity and other technological risks that could disrupt our information technology systems and adversely affect our financial performance.
- Software implementation and upgrades at certain of our subsidiaries may result in complications that adversely impact the timeliness, accuracy and reliability of internal and external reporting.
- We or our subsidiaries may pursue acquisitions or other affiliations that involve inherent risks, any of which may cause us not to realize anticipated benefits, and we may have difficulty integrating the operations of any companies that may be acquired, which may adversely affect its operations.
- The existence of a material weakness in internal control over financial reporting of us or one of our consolidated subsidiaries or a recently acquired entity may adversely affect our ability to provide timely and reliable financial information necessary for the conduct of our business and satisfaction of our reporting obligations under the federal securities laws.
Management Discussion
- Our operating businesses comprise consolidated subsidiaries which operate in various industries and are managed on a decentralized basis. In addition to our Investment segment’s revenues from investment transactions, revenues for our operating businesses primarily consist of net sales of various products, services revenue, franchisor operations and leasing of real estate. Due to the structure and nature of our business, we primarily discuss the results of operations by individual reporting segment in order to better understand our consolidated operating performance. Certain other financial information is discussed on a consolidated basis following our segment discussion, including other revenues and expenses included in continuing operations as well as our results from discontinued operations. In addition to the summarized financial results below, refer to Note 12, “Segment Reporting,” to the condensed consolidated financial statements for a reconciliation of each of our reporting segment’s results of continuing operations to our consolidated results.