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IEP Icahn Enterprises

Filed: 2 Nov 21, 5:09pm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2021

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

(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.

Delaware

13-3398766

16690 Collins Avenue, PH-1

Sunny Isles Beach, FL 33160

(305) 422-4100

333-118021-01

ICAHN ENTERPRISES HOLDINGS L.P.

Delaware

13-3398767

16690 Collins Avenue, PH-1

Sunny Isles Beach, FL 33160

(305) 422-4100

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Icahn Enterprises L.P. Yes No

Icahn Enterprises Holdings L.P. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Icahn Enterprises L.P. Yes No

Icahn Enterprises Holdings L.P. Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check One):

Icahn Enterprises L.P

Icahn Enterprises Holdings L.P.

Large Accelerated Filer

Accelerated Filer

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Non-accelerated Filer

Smaller Reporting Company

Emerging Growth Company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Icahn Enterprises L.P. Yes No

Icahn Enterprises Holdings L.P. Yes No

As of November 2, 2021, there were 278,605,558 of Icahn Enterprises’ depositary units outstanding.

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q (this “Report”) is a joint report being filed by Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P. Each registrant hereto is filing on its own behalf all of the information contained in this Report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

FORWARD-LOOKING STATEMENTS

This Report contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or by the Private Securities Litigation Reform Act. All statements included in this Report, other than statements that relate solely to historical fact, are “forward-looking statements.” Such statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events, including the impact of the COVID-19 pandemic, or any statement that may relate to strategies, plans or objectives for, or potential results of, future operations, financial results, financial condition, business prospects, growth strategy or liquidity, and are based upon management’s current plans and beliefs or current estimates of future results or trends. Forward-looking statements can generally be identified by phrases such as “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “predicts,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “could,” “designed,” “should be” and other similar expressions that denote expectations of future or conditional events rather than statements of fact.

Forward-looking statements include certain statements made under the caption, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under Part I, Item 2 of this Report, but also forward-looking statements that appear in other parts of this Report. Forward-looking statements reflect our current views with respect to future events and are based on certain assumptions and are subject to risks and uncertainties that could cause our actual results to differ materially from trends, plans, or expectations set forth in the forward-looking statements. These include risks related to economic downturns, substantial competition and rising operating costs; risks related to the severity, magnitude and duration of the COVID-19 pandemic and its impact on the global economy, financial markets and industries in which our subsidiaries operate; 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; risks related to our energy business, including the volatility and availability of crude oil, declines in global demand for crude oil, refined products and liquid transportation fuels as result of the COVID-19 pandemic, other feed stocks and refined products, unfavorable refining margin (crack spread), interrupted access to pipelines, significant fluctuations in nitrogen fertilizer demand in the agricultural industry and seasonality of results; risks related to our automotive activities and exposure to adverse conditions in the automotive industry, including as a result of the COVID-19 pandemic; 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 scrap metals activities, including potential environmental exposure; risks related to our real estate activities, including the extent of any tenant bankruptcies and insolvencies; risks related to our home fashion operations, including changes in the availability and price of raw materials, and changes in transportation costs and delivery times. These risks and uncertainties also include the risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2020 and those set forth in this Report, including under the caption “Risk Factors,” under Part II, Item 1A of this Report. 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.

1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30, 

December 31, 

    

2021

    

2020

(in millions, except unit amounts)

ASSETS

Cash and cash equivalents

$

1,945

$

1,679

Cash held at consolidated affiliated partnerships and restricted cash

 

1,747

 

1,612

Investments

 

9,897

 

8,913

Due from brokers

 

5,149

 

3,437

Accounts receivable, net

 

598

 

501

Inventories, net

 

1,590

 

1,580

Property, plant and equipment, net

 

4,194

 

4,228

Derivative assets, net

796

785

Goodwill

 

294

 

294

Intangible assets, net

 

613

 

660

Other assets

 

1,150

 

1,300

Total Assets

$

27,973

$

24,989

LIABILITIES AND EQUITY

 

  

 

  

Accounts payable

$

829

$

738

Accrued expenses and other liabilities

 

1,782

 

1,588

Deferred tax liabilities

 

585

 

568

Derivative liabilities, net

 

479

 

639

Securities sold, not yet purchased, at fair value

 

4,957

 

2,521

Due to brokers

 

1,622

 

1,618

Debt

 

7,712

 

8,059

Total liabilities

 

17,966

 

15,731

Commitments and contingencies (Note 16)

 

  

 

  

Equity:

 

  

 

  

Limited partners: Depositary units: 278,605,558 units issued and outstanding at September 30, 2021 and 241,338,835 units issued and outstanding at December 31, 2020

 

4,616

 

4,236

General partner

 

(846)

 

(853)

Equity attributable to Icahn Enterprises

 

3,770

 

3,383

Equity attributable to non-controlling interests

 

6,237

 

5,875

Total equity

 

10,007

 

9,258

Total Liabilities and Equity

$

27,973

$

24,989

See notes to condensed consolidated financial statements.

2

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2021

    

2020

    

2021

    

2020

(in millions, except per unit amounts)

Revenues:

Net sales

$

2,657

$

1,764

$

7,487

$

4,951

Other revenues from operations

 

165

 

163

 

481

 

460

Net (loss) gain from investment activities

 

(177)

 

(1,259)

 

1,035

 

(2,152)

Interest and dividend income

 

34

 

46

 

94

 

135

Other (loss) income, net

 

(33)

 

9

 

(79)

 

(22)

 

2,646

 

723

 

9,018

 

3,372

Expenses:

Cost of goods sold

 

2,270

 

1,599

 

6,807

 

4,544

Other expenses from operations

 

130

 

127

 

374

 

369

Selling, general and administrative

 

317

 

290

 

937

 

888

Restructuring, net

 

1

 

1

 

6

 

8

Impairment

 

 

1

 

 

6

Interest expense

 

158

 

171

 

511

 

517

 

2,876

 

2,189

 

8,635

 

6,332

(Loss) income before income tax (expense) benefit

 

(230)

 

(1,466)

 

383

 

(2,960)

Income tax benefit (expense)

 

19

 

66

 

(57)

 

118

Net (loss) income

 

(211)

 

(1,400)

 

326

 

(2,842)

Less: net (loss) income attributable to non-controlling interests

 

(63)

 

(686)

 

448

 

(1,043)

Net loss attributable to Icahn Enterprises

$

(148)

$

(714)

$

(122)

$

(1,799)

Net loss attributable to Icahn Enterprises allocated to:

Limited partners

$

(145)

$

(700)

$

(120)

$

(1,763)

General partner

 

(3)

 

(14)

 

(2)

 

(36)

$

(148)

$

(714)

$

(122)

$

(1,799)

Basic and diluted loss per LP unit

$

(0.55)

$

(3.14)

$

(0.47)

$

(8.12)

Basic and diluted weighted average LP units outstanding

 

266

 

223

 

253

 

217

Cash distributions declared per LP unit

$

2.00

$

2.00

$

6.00

$

6.00

See notes to condensed consolidated financial statements.

3

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2021

    

2020

    

2021

    

2020

(in millions)

Net (loss) income

$

(211)

$

(1,400)

$

326

$

(2,842)

Other comprehensive (loss) income, net of tax:

 

 

 

 

Translation adjustments

 

(5)

 

1

 

(4)

 

Post-retirement benefits and other

 

 

1

 

1

 

1

Other comprehensive (loss) income, net of tax

 

(5)

 

2

 

(3)

 

1

Comprehensive (loss) income

 

(216)

 

(1,398)

 

323

 

(2,841)

Less: Comprehensive (loss) income attributable to non-controlling interests

 

(64)

 

(686)

 

448

 

(1,042)

Comprehensive loss attributable to Icahn Enterprises

$

(152)

$

(712)

$

(125)

$

(1,799)

Comprehensive loss attributable to Icahn Enterprises allocated to:

 

  

 

 

 

Limited partners

$

(149)

$

(698)

$

(123)

$

(1,763)

General partner

 

(3)

 

(14)

 

(2)

 

(36)

$

(152)

$

(712)

$

(125)

$

(1,799)

See notes to condensed consolidated financial statements.

4

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

Equity Attributable to Icahn Enterprises

 

General 

Limited  

Non-

Partner’s

Partners’ 

Total Partners’ 

controlling 

    

 (Deficit) Equity

    

Equity

    

Equity

    

Interests

    

Total Equity

(in millions)

Balance, December 31, 2020

$

(853)

$

4,236

$

3,383

$

5,875

$

9,258

Net income

3

 

159

162

437

599

Other comprehensive loss

 

 

(1)

 

(1)

 

 

(1)

Partnership distributions payable

 

(10)

 

(489)

 

(499)

 

 

(499)

Partnership contributions

 

4

 

182

 

186

 

 

186

Investment segment contributions from non-controlling interests

 

 

 

 

40

 

40

Changes in subsidiary equity and other

 

 

(1)

 

(1)

 

 

(1)

Balance, March 31, 2021

 

(856)

 

4,086

 

3,230

 

6,352

 

9,582

Net (loss) income

 

(2)

 

(134)

 

(136)

 

74

 

(62)

Other comprehensive income

 

 

2

 

2

 

1

 

3

Partnership distributions payable reversal

10

489

499

499

Partnership distributions

 

(1)

 

(56)

 

(57)

 

 

(57)

Partnership contributions

4

198

202

202

Investment segment contributions from non-controlling interests

 

 

 

 

6

 

6

Dividends and distributions to non-controlling interests in subsidiaries

 

 

 

 

(144)

 

(144)

Changes in subsidiary equity and other

 

(1)

 

(4)

 

(5)

 

1

 

(4)

Balance, June 30, 2021

 

(846)

 

4,581

 

3,735

 

6,290

 

10,025

Net loss

 

(3)

 

(145)

 

(148)

 

(63)

 

(211)

Other comprehensive loss

 

 

(4)

 

(4)

 

(1)

 

(5)

Partnership distributions

 

(1)

 

(35)

 

(36)

 

 

(36)

Partnership contributions

 

4

 

218

 

222

 

 

222

Investment segment contributions from non-controlling interests

 

 

 

 

22

 

22

Dividends and distributions to non-controlling interests in subsidiaries

 

 

 

 

(11)

 

(11)

Changes in subsidiary equity and other

 

 

1

 

1

 

 

1

Balance, September 30, 2021

$

(846)

$

4,616

$

3,770

$

6,237

$

10,007

Equity Attributable to Icahn Enterprises

 

General 

Limited  

Non-

Partner’s

Partners’ 

Total Partners’ 

controlling 

    

 (Deficit) Equity

    

Equity

    

Equity

    

Interests

    

Total Equity

(in millions)

Balance, December 31, 2019

$

(812)

$

6,268

$

5,456

$

5,486

$

10,942

Net loss

(28)

(1,356)

(1,384)

(922)

(2,306)

Other comprehensive loss

 

 

(3)

 

(3)

 

 

(3)

Partnership distributions payable

 

(9)

 

(428)

 

(437)

 

 

(437)

Partnership contributions

 

 

7

 

7

 

 

7

Investment segment contributions from non-controlling interests

 

 

 

 

1,241

 

1,241

Dividends and distributions to non-controlling interests in subsidiaries

 

 

 

 

(23)

 

(23)

Changes in subsidiary equity and other

 

 

(4)

 

(4)

 

 

(4)

Balance, March 31, 2020

 

(849)

 

4,484

 

3,635

 

5,782

 

9,417

Net income

 

6

 

293

 

299

 

565

 

864

Other comprehensive income

 

 

1

 

1

 

1

 

2

Partnership distributions payable reversal

 

9

 

428

 

437

 

 

437

Partnership distributions

 

(9)

 

(452)

 

(461)

 

 

(461)

Partnership contributions

 

19

 

19

 

19

Dividends and distributions to non-controlling interests in subsidiaries

 

 

 

 

(13)

 

(13)

Changes in subsidiary equity and other

1

 

1

 

2

 

(2)

Balance, June 30, 2020

 

(842)

 

4,774

 

3,932

 

6,333

 

10,265

Net loss

 

(14)

 

(700)

 

(714)

 

(686)

 

(1,400)

Other comprehensive income

 

 

2

 

2

 

 

2

Partnership distributions

 

(1)

 

(31)

 

(32)

 

 

(32)

Partnership contributions

 

1

 

34

 

35

 

 

35

Changes in subsidiary equity and other

 

 

7

 

7

 

(4)

 

3

Balance, September 30, 2020

$

(856)

$

4,086

$

3,230

$

5,643

$

8,873

See notes to condensed consolidated financial statements.

5

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended September 30, 

    

2021

    

2020

(in millions)

Cash flows from operating activities:

Net income (loss)

$

326

    

$

(2,842)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

  

Net (gain) loss from securities transactions

 

(1,603)

 

2,777

Purchases of securities

 

(1,991)

 

(1,480)

Proceeds from sales of securities

 

3,246

 

3,756

Payments to cover securities sold, not yet purchased

 

(2,325)

 

(2,291)

Proceeds from securities sold, not yet purchased

 

3,626

 

1,547

Changes in receivables and payables relating to securities transactions

 

(1,672)

 

1,080

Changes in derivative assets and liabilities

 

(171)

 

(2,309)

Depreciation and amortization

 

385

 

379

Deferred taxes

 

18

 

(59)

Other, net

 

60

 

74

Changes in other operating assets and liabilities

 

167

 

92

Net cash provided by operating activities

 

66

 

724

Cash flows from investing activities:

 

  

 

  

Capital expenditures

 

(239)

 

(155)

Turnaround expenditures

(3)

(158)

Acquisition of businesses, net of cash acquired

 

(20)

 

(2)

Purchases of investments

 

 

(317)

Proceeds from sale of investments

 

422

 

55

Proceeds from disposition of businesses and assets

 

60

 

23

Other, net

 

 

3

Net cash provided by (used in) investing activities

 

220

 

(551)

Cash flows from financing activities:

 

  

 

  

Investment segment contributions from non-controlling interests

 

62

 

1

Partnership contributions

 

586

 

61

Partnership distributions

 

(92)

 

(493)

Dividends and distributions to non-controlling interests in subsidiaries

 

(81)

 

(36)

Proceeds from Holding Company senior unsecured notes

 

1,214

 

866

Repayments of Holding Company senior unsecured notes

 

(1,205)

 

(1,350)

Proceeds from subsidiary borrowings

 

1,116

 

1,644

Repayments of subsidiary borrowings

 

(1,477)

 

(1,244)

Other, net

 

(13)

 

(17)

Net cash provided by (used in) financing activities

 

110

 

(568)

Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents

 

5

 

(1)

Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents

 

401

 

(396)

Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period

 

3,291

 

4,945

Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period

$

3,692

$

4,549

See notes to condensed consolidated financial statements.

6

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30, 

December 31, 

    

2021

    

2020

(in millions)

ASSETS

Cash and cash equivalents

$

1,945

$

1,679

Cash held at consolidated affiliated partnerships and restricted cash

 

1,747

 

1,612

Investments

 

9,897

 

8,913

Due from brokers

 

5,149

 

3,437

Accounts receivable, net

 

598

 

501

Inventories, net

 

1,590

 

1,580

Property, plant and equipment, net

 

4,194

 

4,228

Derivative assets, net

796

785

Goodwill

 

294

 

294

Intangible assets, net

 

613

 

660

Other assets

 

1,150

 

1,300

Total Assets

$

27,973

$

24,989

LIABILITIES AND EQUITY

  

  

Accounts payable

$

829

$

738

Accrued expenses and other liabilities

 

1,782

 

1,588

Deferred tax liabilities

 

585

 

568

Derivative liabilities, net

 

479

 

639

Securities sold, not yet purchased, at fair value

 

4,957

 

2,521

Due to brokers

 

1,622

 

1,618

Debt

 

7,713

 

8,061

Total liabilities

 

17,967

 

15,733

Commitments and contingencies (Note 16)

  

Equity:

  

Limited partner

 

4,661

 

4,277

General partner

 

(892)

 

(896)

Equity attributable to Icahn Enterprises Holdings

 

3,769

 

3,381

Equity attributable to non-controlling interests

 

6,237

 

5,875

Total equity

 

10,006

 

9,256

Total Liabilities and Equity

$

27,973

$

24,989

See notes to condensed consolidated financial statements.

7

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2021

    

2020

    

2021

    

2020

(in millions)

Revenues:

Net sales

$

2,657

$

1,764

$

7,487

$

4,951

Other revenues from operations

 

165

 

163

 

481

 

460

Net (loss) gain from investment activities

 

(177)

 

(1,259)

 

1,035

 

(2,152)

Interest and dividend income

 

34

 

46

 

94

 

135

Other (loss) income, net

 

(33)

 

9

 

(78)

 

(22)

 

2,646

 

723

 

9,019

 

3,372

Expenses:

Cost of goods sold

 

2,270

 

1,599

 

6,807

 

4,544

Other expenses from operations

 

130

 

127

 

374

 

369

Selling, general and administrative

 

317

 

290

 

937

 

888

Restructuring, net

 

1

 

1

 

6

 

8

Impairment

 

 

1

 

 

6

Interest expense

 

158

 

171

 

511

 

517

 

2,876

 

2,189

 

8,635

 

6,332

(Loss) income before income tax (expense) benefit

 

(230)

 

(1,466)

 

384

 

(2,960)

Income tax benefit (expense)

 

19

 

66

 

(57)

 

118

Net (loss) income

 

(211)

 

(1,400)

 

327

 

(2,842)

Less: net (loss) income attributable to non-controlling interests

 

(63)

 

(686)

 

448

 

(1,043)

Net loss attributable to Icahn Enterprises Holdings

$

(148)

$

(714)

$

(121)

$

(1,799)

Net loss attributable to Icahn Enterprises Holdings allocated to:

Limited partner

$

(147)

$

(707)

$

(120)

$

(1,781)

General partner

 

(1)

 

(7)

 

(1)

 

(18)

$

(148)

$

(714)

$

(121)

$

(1,799)

See notes to condensed consolidated financial statements.

8

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2021

    

2020

    

2021

    

2020

(in millions)

Net (loss) income

$

(211)

$

(1,400)

$

327

$

(2,842)

Other comprehensive (loss) income, net of tax:

Translation adjustments

 

(5)

1

 

(4)

 

Post-retirement benefits and other

 

1

 

1

 

1

Other comprehensive (loss) income, net of tax

 

(5)

 

2

 

(3)

 

1

Comprehensive (loss) income

 

(216)

 

(1,398)

 

324

 

(2,841)

Less: Comprehensive (loss) income attributable to non-controlling interests

 

(64)

 

(686)

 

448

 

(1,042)

Comprehensive loss attributable to Icahn Enterprises Holdings

$

(152)

$

(712)

$

(124)

$

(1,799)

Comprehensive loss attributable to Icahn Enterprises Holdings allocated to:

Limited partner

$

(151)

$

(705)

$

(123)

$

(1,781)

General partner

 

(1)

 

(7)

 

(1)

 

(18)

$

(152)

$

(712)

$

(124)

$

(1,799)

See notes to condensed consolidated financial statements.

9

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

Equity Attributable to Icahn Enterprises Holdings

 

General 

Limited  

Non-

Partner’s

Partner’s

Total Partners’ 

controlling 

    

 (Deficit) Equity

    

Equity

    

Equity

    

Interests

    

Total Equity

(in millions)

Balance, December 31, 2020

$

(896)

$

4,277

$

3,381

$

5,875

$

9,256

Net income

2

160

162

437

599

Other comprehensive loss

 

 

(1)

 

(1)

 

 

(1)

Partnership distributions payable

 

(5)

 

(494)

 

(499)

 

 

(499)

Partnership contributions

 

2

 

184

 

186

 

 

186

Investment segment contributions from non-controlling interests

 

 

 

 

40

 

40

Changes in subsidiary equity and other

 

 

(1)

 

(1)

 

 

(1)

Balance, March 31, 2021

 

(897)

 

4,125

 

3,228

 

6,352

 

9,580

Net (loss) income

 

(2)

 

(133)

 

(135)

 

74

 

(61)

Other comprehensive income

 

 

2

 

2

 

1

 

3

Partnership distributions payable reversal

 

5

494

499

 

499

Partnership distributions

 

(1)

 

(56)

 

(57)

 

 

(57)

Partnership contributions

2

200

202

202

Investment segment contributions from non-controlling interests

 

 

 

 

6

 

6

Dividends and distributions to non-controlling interests in subsidiaries

 

 

 

 

(144)

 

(144)

Changes in subsidiary equity and other

 

 

(5)

 

(5)

 

1

 

(4)

Balance, June 30, 2021

 

(893)

 

4,627

 

3,734

 

6,290

 

10,024

Net loss

 

(1)

 

(147)

 

(148)

 

(63)

 

(211)

Other comprehensive loss

 

 

(4)

 

(4)

 

(1)

 

(5)

Partnership distributions

 

 

(36)

 

(36)

 

 

(36)

Partnership contributions

 

2

 

220

 

222

 

 

222

Investment segment contributions from non-controlling interests

 

 

 

 

22

 

22

Dividends and distributions to non-controlling interests in subsidiaries

 

 

 

 

(11)

 

(11)

Changes in subsidiary equity and other

 

 

1

 

1

 

 

1

Balance, September 30, 2021

$

(892)

$

4,661

$

3,769

$

6,237

$

10,006

Equity Attributable to Icahn Enterprises Holdings

 

General 

Limited  

Non-

Partner’s

Partner’s

Total Partners’ 

controlling 

    

 (Deficit) Equity

    

Equity

    

Equity

    

Interests

    

Total Equity

(in millions)

Balance, December 31, 2019

$

(875)

$

6,328

$

5,453

$

5,486

$

10,939

Net loss

(14)

(1,370)

(1,384)

(922)

(2,306)

Other comprehensive loss

 

 

(3)

 

(3)

 

 

(3)

Partnership distributions payable

 

(4)

 

(433)

 

(437)

 

 

(437)

Partnership contributions

 

 

7

 

7

 

 

7

Investment segment contributions from non-controlling interests

 

 

 

 

1,241

 

1,241

Dividends and distributions to non-controlling interests in subsidiaries

 

 

 

 

(23)

 

(23)

Changes in subsidiary equity and other

 

 

(4)

 

(4)

 

 

(4)

Balance, March 31, 2020

 

(893)

 

4,525

 

3,632

 

5,782

 

9,414

Net income

 

3

 

296

 

299

 

565

 

864

Other comprehensive income

 

 

1

 

1

 

1

 

2

Partnership distributions payable reversal

 

4

 

433

 

437

 

 

437

Partnership distributions

(5)

 

(456)

 

(461)

 

(461)

Partnership contributions

 

19

 

19

 

19

Dividends and distributions to non-controlling interests in subsidiaries

 

 

 

 

(13)

 

(13)

Changes in subsidiary equity and other

 

1

 

1

 

2

 

(2)

 

Balance, June 30, 2020

 

(890)

 

4,819

 

3,929

 

6,333

 

10,262

Net loss

 

(7)

 

(707)

 

(714)

 

(686)

 

(1,400)

Other comprehensive income

 

 

2

 

2

 

 

2

Partnership distributions

 

 

(32)

 

(32)

 

 

(32)

Partnership contributions

 

 

35

 

35

 

 

35

Changes in subsidiary equity and other

 

 

7

 

7

 

(4)

 

3

Balance, September 30, 2020

$

(897)

$

4,124

$

3,227

$

5,643

$

8,870

See notes to condensed consolidated financial statements.

10

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended September 30, 

    

2021

    

2020

(in millions)

Cash flows from operating activities:

Net income (loss)

$

327

$

(2,842)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

  

 

  

Net (gain) loss from securities transactions

 

(1,603)

 

2,777

Purchases of securities

 

(1,991)

 

(1,480)

Proceeds from sales of securities

 

3,246

 

3,756

Payments to cover securities sold, not yet purchased

 

(2,325)

 

(2,291)

Proceeds from securities sold, not yet purchased

 

3,626

 

1,547

Changes in receivables and payables relating to securities transactions

 

(1,672)

 

1,080

Changes in derivative assets and liabilities

(171)

 

(2,309)

Depreciation and amortization

 

385

 

379

Deferred taxes

 

18

 

(59)

Other, net

 

59

 

74

Changes in other operating assets and liabilities

 

167

 

92

Net cash provided by operating activities

 

66

 

724

Cash flows from investing activities:

 

  

 

  

Capital expenditures

 

(239)

 

(155)

Turnaround expenditures

(3)

(158)

Acquisition of businesses, net of cash acquired

 

(20)

 

(2)

Purchases of investments

 

 

(317)

Proceeds from sale of investments

 

422

 

55

Proceeds from disposition of businesses and assets

 

60

 

23

Other, net

 

 

3

Net cash provided by (used in) investing activities

 

220

 

(551)

Cash flows from financing activities:

 

  

 

  

Investment segment contributions from non-controlling interests

 

62

 

1

Partnership contributions

 

586

 

61

Partnership distributions

 

(92)

 

(493)

Dividends and distributions to non-controlling interests in subsidiaries

 

(81)

 

(36)

Proceeds from Holding Company senior unsecured notes

 

1,214

 

866

Repayments of Holding Company senior unsecured notes

 

(1,205)

 

(1,350)

Proceeds from subsidiary borrowings

 

1,116

 

1,644

Repayments of subsidiary borrowings

 

(1,477)

 

(1,244)

Other, net

 

(13)

 

(17)

Net cash provided by (used in) financing activities

 

110

 

(568)

Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents

 

5

 

(1)

Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents

 

401

 

(396)

Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period

 

3,291

 

4,945

Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period

$

3,692

$

4,549

See notes to condensed consolidated financial statements.

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ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

1.  Description of Business

Overview

Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987. Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”) is a limited partnership formed in Delaware on February 17, 1987. References to “we,” “our” or “us” herein include both Icahn Enterprises and Icahn Enterprises Holdings and their subsidiaries, unless the context otherwise requires.

Icahn Enterprises owns a 99% limited partner interest in Icahn Enterprises Holdings. Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), which is owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of September 30, 2021. Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Therefore, the financial results of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same, with differences relating primarily to the allocation of the general partner interest, which is reflected as an aggregate 1.99% general partner interest in the financial statements of Icahn Enterprises. In addition to the above, Mr. Icahn and his affiliates owned approximately 89% of Icahn Enterprises’ outstanding depositary units as of September 30, 2021.

Description of Continuing Operating Businesses

We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and Pharma. We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises and Icahn Enterprises Holdings (unless otherwise noted), and investment activity and expenses associated with our Holding Company. See Note 12, “Segment Reporting,” for a reconciliation of each of our reporting segment’s results of operations to our consolidated results. Certain additional information with respect to our segments is discussed below.

Investment

Our Investment segment is comprised of various private investment funds (“Investment Funds”) in which we have general partner interests and through which we invest our proprietary capital. As general partner, we provide investment advisory and certain administrative and back-office services to the Investment Funds but do not provide such services to any other entities, individuals or accounts. We and certain of Mr. Icahn’s family members and affiliates are the only investors in the Investment Funds. Interests in the Investment Funds are not offered to outside investors. We had interests in the Investment Funds with a fair value of approximately $4.7 billion and $4.3 billion as of September 30, 2021 and December 31, 2020, respectively.

Energy

We conduct our Energy segment through our majority owned subsidiary, CVR Energy, Inc. (“CVR Energy”). CVR Energy is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses through its holdings in CVR Refining, LP (“CVR Refining”) and CVR Partners, LP (“CVR Partners”), respectively. CVR Refining is an independent petroleum refiner and marketer of high value transportation fuels. CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate and ammonia. CVR Energy has a general partner interest in each of CVR Refining and CVR Partners. In addition, CVR Energy is the sole limited partner of CVR Refining and owns approximately 36% of the outstanding common units of CVR Partners as of September 30, 2021. As of September 30, 2021, we owned approximately 71% of the total outstanding common stock of CVR Energy.

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ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Automotive

We conduct our Automotive segment through our wholly owned subsidiary, Icahn Automotive Group LLC (“Icahn Automotive”). Icahn Automotive is engaged in the retail and wholesale distribution of automotive parts in the aftermarket (“aftermarket parts”) as well as providing automotive repair and maintenance services (“automotive services”) to its customers. Icahn Automotive’s aftermarket parts and automotive services businesses serve different customer channels and have distinct strategies, opportunities and requirements and therefore are operated as 2 independent operating companies, each with its own Chief Executive Officer and management teams, and both of which are supported by a central shared service group. Our Automotive segment also includes our separate investment in 767 Auto Leasing LLC (“767 Leasing”), a joint venture created by us to purchase vehicles for lease, as described further in Note 3, “Related Party Transactions.” Our investment in 767 Leasing is included as a component of our Automotive segment due to the nature of the joint venture activities.

Food Packaging

We conduct our Food Packaging segment through our majority owned subsidiary, Viskase Companies, Inc. (“Viskase”). Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products. As of September 30, 2021, we owned approximately 89% of the total outstanding common stock of Viskase.

Metals

We conduct our Metals segment through our wholly owned subsidiary, PSC Metals LLC (“PSC Metals”). PSC Metals is principally engaged in the business of collecting, processing and selling ferrous and non-ferrous metals, as well as the processing and distribution of steel pipe and plate products. PSC Metals collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers. On October 29, 2021, we announced a definitive agreement to sell PSC Metals. Refer to Note 18, “Subsequent Events,” for further discussion.

Real Estate

Our Real Estate segment consists primarily of investment properties, the development and sale of single-family homes and the management of a country club.

Home Fashion

We conduct our Home Fashion segment through our wholly owned subsidiary, WestPoint Home LLC (“WPH”). WPH’s business consists of manufacturing, sourcing, marketing, distributing and selling home fashion consumer products.

Pharma

We conduct our Pharma segment through our wholly owned subsidiary, Vivus LLC, formerly Vivus, Inc. (“Vivus”). We acquired all of the outstanding common stock of Vivus in December 2020 upon its emergence from bankruptcy. Vivus is a specialty pharmaceutical company with 2 approved therapies and 1 product candidate in active clinical development.

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ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

2.  Basis of Presentation and Summary of Significant Accounting Policies

We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the Investment Company Act. In addition, we do not invest or intend to invest in securities as our primary business. We structure and intend to continue structuring our investments to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended.

Events beyond our control, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in our inadvertently becoming an investment company that is required to register under the Investment Company Act. Our sales of Federal-Mogul LLC, Tropicana Entertainment Inc., American Railcar Industries, Inc. and Ferrous Resources Ltd. in recent years did not result in our being considered an investment company. However, additional transactions involving the sale of certain assets could result in our being considered an investment company. Following such events or transactions, an exemption under the Investment Company Act would provide us up to one year to take steps to avoid becoming classified as an investment company. We expect to take steps to avoid becoming classified as an investment company, but no assurance can be made that we will successfully be able to take the steps necessary to avoid becoming classified as an investment company.

The accompanying condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, 2020. The condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) related to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are necessary to present fairly the results for the interim periods. All such adjustments are of a normal and recurring nature.

Principles of Consolidation

Our condensed consolidated financial statements include the accounts of (i) Icahn Enterprises and Icahn Enterprises Holdings and (ii) the wholly and majority owned subsidiaries of Icahn Enterprises and Icahn Enterprises Holdings, in addition to variable interest entities (“VIEs”) in which we are the primary beneficiary. In evaluating whether we have a controlling financial interest in entities that we consolidate, we consider the following: (1) for voting interest entities, including limited partnerships and similar entities that are not VIEs, we consolidate these entities in which we own a majority of the voting interests; and (2) for VIEs, we consolidate these entities in which we are the primary beneficiary. See below for a discussion of our VIEs. Kick-out rights, which are the rights underlying the limited partners’ ability to dissolve the limited partnership or otherwise remove the general partners, held through voting interests of partnerships and similar entities that are not VIEs are considered the equivalent of the equity interests of corporations that are not VIEs.

Except for our Investment segment and Holding Company, for equity investments in which we own 50% or less but greater than 20%, we generally account for such investments using the equity method. All other equity investments are accounted for at fair value.

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ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Reclassifications

Certain reclassifications from the prior year presentation have been made to conform to the current year presentation, which did not have an impact on previously reported net income and equity and are not deemed material.

Consolidated Variable Interest Entities

The following is a discussion of variable interest entities in which we are deemed to be the primary beneficiary and we therefore consolidate.

Icahn Enterprises Holdings

We determined that Icahn Enterprises Holdings is a VIE because it is a limited partnership that lacks both substantive kick-out and participating rights. Although Icahn Enterprises is not the general partner of Icahn Enterprises Holdings, Icahn Enterprises is deemed to be the primary beneficiary of Icahn Enterprises Holdings principally based on its 99% limited partner interest in Icahn Enterprises Holdings, as well as our related party relationship with the general partner, and therefore continues to consolidate Icahn Enterprises Holdings. The condensed consolidated financial statements of Icahn Enterprises Holdings are included in this Report. The balances with respect to Icahn Enterprises Holdings’ consolidated VIEs are discussed below, comprising the Investment Funds, CVR Partners and Viskase’s joint venture.

Investment

We determined that each of the Investment Funds are considered VIEs because these limited partnerships lack both substantive kick-out and participating rights. Because we have a general partner interest in each of the Investment Funds and have significant limited partner interests in each of the Investment Funds, coupled with our significant exposure to losses and benefits in each of the Investment Funds, we are the primary beneficiary of each of the Investment Funds and therefore continue to consolidate each of the Investment Funds.

Energy

CVR Partners is considered a VIE because it is a limited partnership that lacks both substantive kick-out and participating rights. In addition, CVR Energy also concluded that, based upon its general partner’s roles and rights in CVR Partners as afforded by CVR Partners’ partnership agreement, coupled with its exposure to losses and benefits in CVR Partners through its significant limited partner interest, intercompany credit facilities and services agreements, it is the primary beneficiary of CVR Partners.

Food Packaging

Viskase holds a variable interest in a joint venture for which Viskase is the primary beneficiary. Viskase’s interest in the joint venture includes a 50% equity interest and also relates to the sales, operations, administrative and financial support to the joint venture through providing many of the assets used in its business.

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ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table includes balances of assets and liabilities of VIE’s included in Icahn Enterprises Holdings’ condensed consolidated balance sheets.

September 30, 

December 31, 

    

2021

    

2020

(in millions)

Cash and cash equivalents

$

110

$

31

Cash held at consolidated affiliated partnerships and restricted cash

 

1,636

 

1,558

Investments

 

9,653

 

8,239

Due from brokers

 

5,149

 

3,437

Accounts receivable, net

33

37

Inventories, net

 

59

 

42

Property, plant and equipment, net

 

993

 

1,042

Unrealized gain on derivative contracts

793

785

Intangible assets, net

 

217

 

232

Other assets

 

59

 

107

Accounts payable

 

45

 

25

Accrued expenses and other liabilities

91

70

Deferred tax liabilities

1

1

Unrealized loss on derivative contracts

476

622

Securities sold, not yet purchased, at fair value

 

4,957

 

2,521

Due to brokers

 

1,622

 

1,618

Debt

 

625

 

636

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, cash held at consolidated affiliated partnerships and restricted cash, accounts receivable, due from brokers, accounts payable, accrued expenses and other liabilities and due to brokers are deemed to be reasonable estimates of their fair values because of their short-term nature. See Note 4, “Investments,” and Note 5, “Fair Value Measurements,” for a detailed discussion of our investments and other non-financial assets and/or liabilities.

The fair value of our long-term debt is based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. The carrying value and estimated fair value of our long-term debt as of September 30, 2021 was approximately $7.7 billion and $7.9 billion, respectively. The carrying value and estimated fair value of our long-term debt as of December 31, 2020 was approximately $8.1 billion and $8.2 billion, respectively.

Cash Flow

Cash and cash equivalents and restricted cash and restricted cash equivalents on our condensed consolidated statements of cash flows is comprised of (i) cash and cash equivalents and (ii) cash held at consolidated affiliated partnerships and restricted cash.

Cash Held at Consolidated Affiliated Partnerships and Restricted Cash

Our cash held at consolidated affiliated partnerships balance was $95 million and $686 million as of September 30, 2021 and December 31, 2020, respectively. Cash held at consolidated affiliated partnerships relates to our Investment segment and consists of cash and cash equivalents held by the Investment Funds that, although not legally restricted, are not available to fund the general liquidity needs of the Investment segment or Icahn Enterprises.

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ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Our restricted cash balance was $1,652 million and $926 million as of September 30, 2021 and December 31, 2020, respectively. Restricted cash primarily relates to our Investment segment’s cash pledged and held for margin requirements on derivative transactions.

Revenue From Contracts With Customers and Contract Balances

Due to the nature of our business, we derive revenue from various sources in various industries. With the exception of all of our Investment segment’s and our Holding Company’s revenues, and our Real Estate segment’s leasing revenue, our revenue is generally derived from contracts with customers in accordance with U.S. GAAP. Such revenue from contracts with customers is included in net sales and other revenues from operations in the condensed consolidated statements of operations, however, our Real Estate segment’s leasing revenue, as disclosed in Note 9, “Leases,” is also included in other revenues from operations. Related contract assets are included in accounts receivable, net or other assets and related contract liabilities are included in accrued expenses and other liabilities in the condensed consolidated balance sheets. Our disaggregation of revenue information includes our net sales and other revenues from operations for each of our reporting segments as well as additional disaggregation of revenue information for our Energy and Automotive segments. See Note 12, “Segment Reporting,” for our complete disaggregation of revenue information. In addition, we disclose additional information with respect to revenue from contracts with customers and contract balances for our Energy and Automotive segments below.

Energy

Our Energy segment’s deferred revenue is a contract liability that primarily relates to fertilizer sales contracts requiring customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer. Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring product to the customer. An associated receivable is recorded for uncollected prepaid contract amounts. Contracts requiring prepayment are generally short-term in nature and revenue is recognized at the point in time in which the customer obtains control of the product. Our Energy segment had deferred revenue of $34 million and $31 million as of September 30, 2021 and December 31, 2020, respectively. For the nine months ended September 30, 2021 and 2020, our Energy segment recorded revenue of $30 million and $27 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period.

As of September 30, 2021, our Energy segment had $7 million of remaining performance obligations for contracts with an original expected duration of more than one year. Our Energy segment expects to recognize approximately $1 million of these performance obligations as revenue by the end of 2021 and the remaining balance thereafter.

Automotive

Our Automotive segment has deferred revenue with respect to extended warranty plans of $41 million at each of September 30, 2021 and December 31, 2020, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets. For the nine months ended September 30, 2021 and 2020, our Automotive segment recorded revenue of $18 million and $19 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period.

Adoption of New Accounting Standards

In December 2019, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes, which amends FASB ASC Topic 740, Income Taxes. This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in the standard and modifies other areas of the standard to clarify the application of U.S. GAAP. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. We have adopted this

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Notes to Condensed Consolidated Financial Statements (Unaudited)

standard on January 1, 2021. Certain amendments in this ASU are applied using a retrospective approach and others using the prospective approach. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements.

Recently Issued Accounting Standards

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which amends FASB ASC Topic 848, Reference Rate Reform. By the end of 2021, banks will no longer be required to report information that is used to determine London Interbank Offered Rate (“LIBOR”) which is used globally by all types of entities for various types of transactions. As a result, LIBOR could be discontinued, as well as other interest rates used globally. This ASU provides companies with optional expedients for contract modifications under U.S GAAP, excluded components of certain hedging relationships, fair value hedges, and cash flow hedges, as well as certain exceptions, which are intended to help ease the potential accounting burden associated with transitioning away from these reference rates. Companies can apply this ASU immediately and will only be available for a limited time (generally through December 31, 2022). We are currently assessing the impact of this standard on our condensed consolidated financial statements.

3.  Related Party Transactions

Our second amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act. The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates.

Investment Funds

During the nine months ended September 30, 2020, Mr. Icahn and his affiliates (excluding us) contributed $1,241 million to the Investment Funds consisting primarily of in-kind investments previously held directly by Mr. Icahn and his affiliates (excluding us). As of September 30, 2021 and December 31, 2020, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $5.5 billion and $5.0 billion, respectively, representing approximately 54% and 54% of the Investment Funds’ assets under management as of each respective date.

We pay for expenses pertaining to the operation, administration and investment activities of our Investment segment for the benefit of the Investment Funds (including salaries, benefits and rent). Based on an expense-sharing arrangement, certain expenses borne by us are reimbursed by the Investment Funds. For the three months ended September 30, 2021 and 2020, $2 million and $2 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement and for the nine months ended September 30, 2021 and 2020, such allocation was $10 million and $(1) million, respectively. For the nine months ended September 30, 2020, the allocation was reduced by $8 million relating to certain compensation arrangements.

Hertz Global Holdings, Inc. and 767 Auto Leasing LLC

The Investment Funds had an investment in the common stock of Hertz Global Holdings, Inc. (“Hertz”) measured at fair value that would have otherwise been subject to the equity method of accounting (until sold in the second quarter of 2020). Icahn Automotive provides services to Hertz in the ordinary course of business. Revenue from Hertz was $20 million for the nine months ended September 30, 2020.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

In addition to our transactions with Hertz disclosed above, in January 2018, we entered into a Master Motor Vehicle Lease and Management Agreement with Hertz, pursuant to which Hertz granted 767 Leasing the option to acquire certain vehicles from Hertz at rates aligned with the rates at which Hertz sells vehicles to third parties. Under this agreement, as amended, Hertz will lease the vehicles that 767 Leasing purchases from Hertz, or from third parties, under a mutually developed fleet plan and Hertz will manage, service, repair, sell and maintain those leased vehicles on behalf of 767 Leasing. Additionally, Hertz will rent the leased vehicles to transportation network company drivers from rental counters within locations leased or owned by us. This agreement had an initial term of 18 months and is subject to automatic six-month renewals thereafter, unless terminated by either party (with or without cause) prior to the start of any such six-month renewal. Our agreement with Hertz was unanimously approved by the independent directors of Icahn Enterprises’ audit committee. During 2021, this agreement was amended to commence the early disposition of vehicles owned by 767 Leasing. Due to the nature of our involvement with 767 Leasing, which includes Icahn Enterprises and Icahn Enterprises Holdings guaranteeing the payment obligations of 767 Leasing and sharing in the profits of 767 Leasing with Hertz, we determined that 767 Leasing is a variable interest entity. Furthermore, we determined that we are not the primary beneficiary as we do not have the power to direct the activities of 767 Leasing that most significantly impact its economic performance. Therefore, we do not consolidate the results of 767 Leasing. Our exposure to loss with respect to 767 Leasing is primarily limited to our direct investment in 767 Leasing as well as any payment obligations of 767 Leasing that we guarantee, which are not material as of September 30, 2021 and December 31, 2020. For the three and nine months ended September 30, 2021, 767 Leasing distributed $10 million and $26 million, respectively, to us. As of September 30, 2021 and December 31, 2020, we had an equity method investment in 767 Leasing of $12 million and $40 million, respectively, which we report in our Automotive segment.

Other Related Party Agreements

On October 1, 2020, we entered into a manager agreement with Brett Icahn, the son of Carl C. Icahn, and affiliates of Brett Icahn. Under the manager agreement, Brett Icahn serves as the portfolio manager of a designated portfolio of assets within the Investment Funds over a seven-year term, subject to veto rights by our Investment segment and Carl C. Icahn. Additionally, Brett Icahn provides certain other services, at our request, which may entail research, analysis and advice with respect to a separate designated portfolio of assets within the Investment Funds. Subject to the terms of the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one-time lump sum payment as described in and computed pursuant to the manager agreement. Brett Icahn will not be entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement. In accordance with the manager agreement, Brett Icahn will co-invest with the Investment Funds in certain positions, will make cash contributions to the Investment Funds in order to fund such co-investments and will have a special limited partnership interest in the Investment Funds through which the profit and loss attributable to such co-investments will be allocated to him. During 2021, Brett Icahn contributed $68 million in accordance with the manager agreement and has investments in the Investment Funds with a total fair market value of $83 million as of September 30, 2021. We also entered into a guaranty agreement with an affiliate of Brett Icahn, pursuant to which we guaranteed the payment of certain amounts required to be distributed by the Investment Funds to such affiliate pursuant to the terms and conditions of the manager agreement.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

4.  Investments

Investment

Investments and securities sold, not yet purchased consist of equities, bonds, bank debt and other corporate obligations, all of which are reported at fair value in our condensed consolidated balance sheets. In addition, our Investment segment has certain derivative transactions which are discussed in Note 6, “Financial Instruments.” The carrying value and detail by security type, including business sector for equity securities, with respect to investments and securities sold, not yet purchased held by our Investment segment consist of the following:

September 30, 

December 31, 

    

2021

    

2020

(in millions)

Assets

Investments:

 

  

 

  

Equity securities:

 

  

 

  

Consumer, non-cyclical

$

786

$

1,548

Consumer, cyclical

 

1,732

 

2,073

Energy

 

3,153

 

2,654

Utilities

 

761

 

107

Healthcare

 

950

 

Technology

 

1,715

 

1,578

Materials

 

181

 

Industrial

 

259

 

158

 

9,537

 

8,118

Corporate debt securities

 

116

 

121

$

9,653

$

8,239

Liabilities

 

  

 

  

Securities sold, not yet purchased, at fair value:

 

  

 

  

Equity securities:

 

  

 

  

Consumer, non-cyclical

$

169

$

424

Consumer, cyclical

 

713

 

572

Energy

 

2,112

 

1,476

Utilities

 

588

 

49

Healthcare

 

969

 

Materials

 

321

 

Industrial

85

$

4,957

$

2,521

The portion of unrealized (losses) gains that relates to securities still held by our Investment segment, primarily equity securities, was $(204) million and $(535) million for the three months ended September 30, 2021 and 2020, respectively, and $1,384 million and $(1,560) million for the nine months ended September 30, 2021 and 2020, respectively.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Other Segments and Holding Company

With the exception of certain equity method investments at our operating subsidiaries and our Holding Company disclosed in the table below, our investments are measured at fair value in our condensed consolidated balance sheets. The carrying value of investments held by our other segments and our Holding Company consist of the following:

September 30, 

December 31, 

    

2021

    

2020

(in millions)

Equity method investments

$

91

$

120

Held to maturity debt investments measured at amortized cost

20

Other investments measured at fair value

 

153

 

534

$

244

$

674

The portion of unrealized gains (losses) that relates to equity securities still held by our other segments and Holding Company was $(86) million and $(93) million for the three months ended September 30, 2021 and 2020, respectively, and $(42) million and $(259) million for the nine months ended September 30, 2021 and 2020, respectively.

5.  Fair Value Measurements

U.S. GAAP requires enhanced disclosures about assets and liabilities that are measured and reported at fair value and has established a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of, and the characteristics specific to, the assets and liabilities. Assets and liabilities with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 - Quoted prices are available in active markets for identical assets and liabilities as of the reporting date.

Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies where all significant inputs are observable. The inputs and assumptions of our Level 2 assets and liabilities are derived from market observable sources including reported trades, broker/dealer quotes and other pertinent data.

Level 3 - Pricing inputs are unobservable for the assets and liabilities and include situations where there is little, if any, market activity for the assets and liabilities. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the assets and liabilities. Significant transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period when changes in circumstances require such transfers.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the valuation of our assets and liabilities by the above fair value hierarchy levels measured on a recurring basis:

September 30, 2021

December 31, 2020

    

Level 1

    

Level 2

    

Level 3

    

Total

    

Level 1

    

Level 2

    

Level 3

    

Total

(in millions)

Assets

Investments (Note 4)

$

9,637

$

115

$

42

$

9,794

$

8,546

$

174

$

41

$

8,761

Derivative assets, net (Note 6)

 

 

796

 

 

796

 

 

785

 

 

785

$

9,637

$

911

$

42

$

10,590

$

8,546

$

959

$

41

$

9,546

Liabilities

Securities sold, not yet purchased (Note 4)

$

4,957

$

$

$

4,957

$

2,521

$

$

$

2,521

Derivative liabilities, net (Note 6)

 

 

479

 

 

479

 

11

 

628

 

 

639

Other liabilities

 

 

442

 

 

442

 

 

214

 

 

214

$

4,957

$

921

$

$

5,878

$

2,532

$

842

$

$

3,374

The changes in investments measured at fair value on a recurring basis for which we use Level 3 inputs to determine fair value are as follows:

Nine Months Ended September 30, 

    

2021

    

2020

(in millions)

Balance at January 1

$

41

$

3

Transfer in from Level 2

136

Purchases

1

63

Other

 

 

(1)

Balance at September 30

$

42

$

201

6.  Financial Instruments

Overview

Investment

In the normal course of business, the Investment Funds may trade various financial instruments and enter into certain investment activities, which may give rise to off-balance-sheet risks, with the objective of capital appreciation or as economic hedges against other securities or the market as a whole. The Investment Funds’ investments may include futures, options, swaps and securities sold, not yet purchased. These financial instruments represent future commitments to purchase or sell other financial instruments or to exchange an amount of cash based on the change in an underlying instrument at specific terms at specified future dates. Risks arise with these financial instruments from potential counterparty non-performance and from changes in the market values of underlying instruments.

Credit concentrations may arise from investment activities and may be impacted by changes in economic, industry or political factors. The Investment Funds routinely execute transactions with counterparties in the financial services industry, resulting in credit concentration with respect to the financial services industry. In the ordinary course of business, the Investment Funds may also be subject to a concentration of credit risk to a particular counterparty. The

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Investment Funds seek to mitigate these risks by actively monitoring exposures, collateral requirements and the creditworthiness of its counterparties.

The Investment Funds have entered into various types of swap contracts with other counterparties. These agreements provide that they are entitled to receive or are obligated to pay in cash an amount equal to the increase or decrease, respectively, in the value of the underlying shares, debt and other instruments that are the subject of the contracts, during the period from inception of the applicable agreement to its expiration. In addition, pursuant to the terms of such agreements, they are entitled to receive or obligated to pay other amounts, including interest, dividends and other distributions made in respect of the underlying shares, debt and other instruments during the specified time frame. They are also required to pay to the counterparty a floating interest rate equal to the product of the notional amount multiplied by an agreed-upon rate, and they receive interest on any cash collateral that they post to the counterparty at the federal funds or LIBOR rate in effect for such period.

The Investment Funds may trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of a standardized amount of a deliverable grade commodity, security, currency or cash at a specified price and specified future date unless the contract is closed before the delivery date. Payments (or variation margin) are made or received by the Investment Funds each day, depending on the daily fluctuations in the value of the contract, and the whole value change is recorded as an unrealized gain or loss by the Investment Funds. When the contract is closed, the Investment Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The Investment Funds may utilize forward contracts to seek to protect their assets denominated in foreign currencies and precious metals holdings from losses due to fluctuations in foreign exchange rates and spot rates. The Investment Funds’ exposure to credit risk associated with non-performance of such forward contracts is limited to the unrealized gains or losses inherent in such contracts, which are recognized in other assets and accrued expenses and other liabilities in our condensed consolidated balance sheets.

The Investment Funds may also enter into foreign currency contracts for purposes other than hedging denominated securities. When entering into a foreign currency forward contract, the Investment Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date unless the contract is closed before such date. The Investment Funds record unrealized gains or losses on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into such contracts and the forward rates at the reporting date.

The Investment Funds may also purchase and write option contracts. As a writer of option contracts, the Investment Funds receive a premium at the outset and then bear the market risk of unfavorable changes in the price of the underlying financial instrument. As a result of writing option contracts, the Investment Funds are obligated to purchase or sell, at the holder’s option, the underlying financial instrument. Accordingly, these transactions result in off-balance-sheet risk, as the Investment Funds’ satisfaction of the obligations may exceed the amount recognized in our condensed consolidated balance sheets.

Certain terms of the Investment Funds’ contracts with derivative counterparties, which are standard and customary to such contracts, contain certain triggering events that would give the counterparties the right to terminate the derivative instruments. In such events, the counterparties to the derivative instruments could request immediate payment on derivative instruments in net liability positions. The aggregate fair value of all of the Investment Funds’ derivative instruments with credit-risk-related contingent features that are in a liability position as of September 30, 2021 and December 31, 2020 was $0 million and $1 million, respectively.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes the volume of our Investment segment’s derivative activities based on their notional exposure, categorized by primary underlying risk:

September 30, 2021

December 31, 2020

    

Long Notional Exposure

    

Short Notional Exposure

    

Long Notional Exposure

    

Short Notional Exposure

(in millions)

Primary underlying risk:

Equity contracts

$

1,411

$

5,086

$

0

$

8,623

Credit contracts(1)

 

0

 

2,153

0

 

2,099

(1)The short notional amount on our credit default swap positions was approximately $6.5 billion at September 30, 2021. However, because credit spreads cannot compress below 0, our downside short notional exposure to loss is approximately $2.2 billion as of September 30, 2021. The short notional amount on our credit default swap positions was approximately $6.3 billion as of December 31, 2020. However, because credit spreads cannot compress below 0, our downside short notional exposure to loss is approximately $2.1 billion as of December 31, 2020.

Certain derivative contracts executed by each of the Investment Funds with a single counterparty are reported on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement. Values for the derivative financial instruments, principally swaps, forwards, over-the-counter options and other conditional and exchange contracts, are reported on a net-by-counterparty basis.

The following table presents the fair values of our Investment segment’s derivatives that are not designated as hedging instruments in accordance with U.S. GAAP:

Derivative Assets

Derivative Liabilities

    

September 30, 2021

    

December 31, 2020

    

September 30, 2021

    

December 31, 2020

(in millions)

Equity contracts

$

30

$

4

$

839

$

852

Credit contracts

 

1,126

 

1,012

 

 

1

Sub-total

 

1,156

 

1,016

 

839

 

853

Netting across contract types(1)

 

(363)

 

(231)

 

(363)

 

(231)

Total(1)

$

793

$

785

$

476

$

622

(1)Excludes netting of cash collateral received and posted. The total collateral posted at September 30, 2021 and December 31, 2020 was $1,541 million and $872 million, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash in the condensed consolidated balance sheets.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents the amount of gain (loss) recognized in the condensed consolidated statements of operations for our Investment segment’s derivatives not designated as hedging instruments:

Gain (Loss) Recognized in Income(1)

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2021

    

2020

    

2021

    

2020

 

(in millions)

Equity contracts

$

(54)

$

(657)

$

(688)

$

(886)

Credit contracts

 

122

 

121

 

120

 

1,511

$

68

$

(536)

$

(568)

$

625

(1)Gains (losses) recognized on derivatives are classified in net gain (loss) from investment activities in our condensed consolidated statements of operations for our Investment segment.

Energy

CVR Energy’s businesses are subject to price fluctuations caused by supply conditions, weather, economic conditions, interest rate fluctuations and other factors. To manage price risk on crude oil and other inventories and to fix margins on certain future production, CVR Refining regularly enters into various commodity derivative transactions. CVR Refining holds derivative instruments, such as exchange-traded crude oil futures and over-the-counter forward swap agreements, which it believes provide an economic hedge on future transactions, but such instruments are not designated as hedge instruments. CVR Refining may enter into forward purchase or sale contracts associated with renewable identification numbers (“RINs”).

As of September 30, 2021 and December 31, 2020, CVR Refining had 2 million and 7 million, respectively, outstanding commodity swap positions. As of September 30, 2021 and December 31, 2020, CVR Refining had open forward purchase and sale commitments for 2 million barrels and 6 million barrels, respectively. As of September 30, 2021 and December 31, 2020, CVR Refining had open fixed-price commitments to purchase a net 17 million and 13 million RINs, respectively.

Certain derivative contracts executed by our Energy segment with a single counterparty are reported on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement. As of September 30, 2021, our Energy segment had net asset derivatives of $3 million and net liability derivatives of $3 million and as of December 31, 2020, our Energy segment had net liability derivatives of $17 million. (Losses) gains recognized on derivatives for our Energy segment were $(12) million and $5 million for the three months ended September 30, 2021 and 2020, respectively, and $(46) million and $70 million for the nine months ended September 30, 2021 and 2020, respectively. Gains and losses recognized on derivatives for our Energy segment are included in cost of goods sold on the condensed consolidated statements of operations.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

7.  Inventories, Net

Inventories, net consists of the following:

September 30, 

December 31, 

    

2021

    

2020

(in millions)

Raw materials

$

261

$

183

Work in process

 

92

 

83

Finished goods

 

1,237

 

1,314

$

1,590

$

1,580

8.  Goodwill and Intangible Assets, Net

Goodwill consists of the following:

September 30, 2021

December 31, 2020

    

Gross

    

    

Net

    

Gross

    

    

Net

Carrying

Accumulated

Carrying

Carrying

Accumulated

Carrying

Amount

Impairment

Value

Amount

Impairment

Value

(in millions)

Automotive

$

337

$

(87)

$

250

$

337

$

(87)

    

$

250

Food Packaging

6

6

6

6

Metals

4

4

4

4

Home Fashion

 

24

 

(3)

 

21

 

24

 

(3)

 

21

Pharma

13

13

13

13

$

384

$

(90)

$

294

$

384

$

(90)

$

294

Intangible assets, net consists of the following:

September 30, 2021

December 31, 2020

    

Gross

    

    

Net

    

Gross

    

    

Net

Carrying

Accumulated

Carrying

Carrying

Accumulated

Carrying

Amount

Amortization

Value

Amount

Amortization

Value

(in millions)

Definite-lived intangible assets:

 

  

 

  

 

  

 

  

 

  

 

  

Customer relationships

$

398

$

(191)

$

207

$

399

$

(176)

    

$

223

Developed technology

254

(27)

227

254

(6)

    

248

Other

 

181

 

(85)

 

96

 

269

 

(163)

 

106

$

833

$

(303)

$

530

$

922

$

(345)

$

577

Indefinite-lived intangible assets

 

  

 

  

$

83

 

  

 

  

$

83

Intangible assets, net

 

  

 

  

$

613

 

  

 

  

$

660

Amortization expense associated with definite-lived intangible assets was $17 million and $10 million for the three months ended September 30, 2021 and 2020, respectively, and $49 million and $31 million for the nine months ended September 30, 2021 and 2020, respectively. We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

9.  Leases

All Segments and Holding Company

We have operating and finance leases primarily within our Automotive, Energy and Food Packaging segments. Our Automotive segment leases assets, primarily real estate (operating) and vehicles (financing). Our Energy segment leases certain pipelines, storage tanks, railcars, office space, land and equipment (operating and financing). Our Food Packaging segment leases assets, primarily real estate, equipment and vehicles (primarily operating). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use assets and related liabilities are recorded on the balance sheet for leases with an initial lease term in excess of twelve months and therefore, do not include any lease arrangements with initial lease terms of twelve months or less.

Right-of-use assets and lease liabilities are as follows:

    

September 30, 

    

December 31, 

2021

2020

(in millions)

Operating Leases:

  

  

Right-of-use assets (other assets)

$

502

$

556

Lease liabilities (accrued expenses and other liabilities)

 

515

 

573

Financing Leases:

 

 

Right-of-use assets (property, plant and equipment, net)

 

62

 

65

Lease liabilities (debt)

 

79

 

81

Additional information with respect to our operating leases as of September 30, 2021 and December 31, 2020 is presented below. The lease terms and discount rates for our Energy, Automotive and Food Packaging segments represent weighted averages based on their respective lease liability balances.

    

Right-Of-Use

    

Lease

    

    

Discount

 

Operating Leases as of September 30, 2021

Assets

Liabilities

Lease Term

Rate

 

(in millions)

Energy

$

38

$

38

4.3 years

5.5%

Automotive

 

387

 

403

    

4.4 years

    

5.8%

Food Packaging

 

29

 

32

 

10.7 years

 

7.4%

Other segments and Holding Company

 

48

 

42

 

  

 

  

$

502

$

515

    

Right-Of-Use

    

Lease

    

    

Discount

Operating Leases as of December 31, 2020

Assets

Liabilities

Lease Term

Rate

(in millions)

Energy

$

37

$

38

3.1 years

5.5%

Automotive

 

436

 

456

    

4.6 years

    

5.7%

Food Packaging

 

32

 

35

 

11.1 years

 

7.4%

Other segments and Holding Company

 

51

 

44

 

  

 

  

$

556

$

573

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ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the three months ended September 30, 2021 and 2020, lease cost was comprised of (i) operating lease cost of $49 million and $52 million, respectively, (ii) amortization of financing lease right-of-use assets of $3 million and $3 million, respectively, and (iii) interest expense on financing lease liabilities of $2 million and $1 million, respectively. For the nine months ended September 30, 2021 and 2020, lease cost was comprised of (i) operating lease cost of $150 million and $155 million, respectively, (ii) amortization of financing lease right-of-use assets of $8 million and $9 million, respectively, and (iii) interest expense on financing lease liabilities of $5 million and $5 million, respectively. Our Automotive segment accounted for $127 million and $129 million of total lease cost for the nine months ended September 30, 2021 and 2020, respectively.

Real Estate

Our Real Estate segment leases real estate, primarily commercial properties under long-term operating leases. As of September 30, 2021 and December 31, 2020, our Real Estate segment has assets leased to others included in property, plant and equipment of $221 million and $222 million, respectively, net of accumulated depreciation. Our Real Estate segment’s revenue from operating leases were $1 million and $8 million for the three months ended September 30, 2021 and 2020, respectively, and $7 million and $24 million for the nine months ended September 30, 2021 and 2020, respectively. Revenues from operating leases are included in other revenue from operations in the condensed consolidated statements of operations.

10.  Debt

Debt consists of the following:

September 30, 

December 31, 

    

2021

    

2020

(in millions)

Holding Company:

  

  

6.250% senior unsecured notes due 2022

$

0

$

1,209

6.750% senior unsecured notes due 2024

 

499

 

499

4.750% senior unsecured notes due 2024

 

1,105

 

1,106

6.375% senior unsecured notes due 2025

 

748

 

748

6.250% senior unsecured notes due 2026

 

1,250

 

1,250

5.250% senior unsecured notes due 2027

 

1,461

 

999

4.375% senior unsecured notes due 2029

747

0

 

5,810

 

5,811

Reporting Segments:

Energy

 

1,676

 

1,691

Automotive

 

16

 

368

Food Packaging

 

154

 

151

Metals

 

18

 

16

Real Estate

 

2

 

1

Home Fashion

 

36

 

21

 

1,902

 

2,248

Total Debt

$

7,712

$

8,059

Holding Company

In January 2021, Icahn Enterprises and Icahn Enterprises Finance Corp. (together the “Issuers”) issued $750 million in aggregate principal amount of 4.375% senior unsecured notes due 2029 (the “New 2029 Notes”). The New 2029

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ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes are guaranteed by Icahn Enterprises Holdings (the “Guarantor”). The proceeds from the New 2029 Notes were used to redeem $750 million principal amount of 6.250% senior unsecured notes due 2022 (the “2022 Notes”), and to pay accrued interest, related fees and expenses. Interest on the New 2029 Notes is payable semi-annually. In connection with this transaction, our Holding Company recorded a gain on extinguishment of debt of $2 million.

The New 2029 Notes and the related guarantee are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness. The New 2029 Notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness. The New 2029 Notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.

Consistent with the indenture governing the 2022 Notes and the indentures governing the Issuers’ other outstanding notes, the indenture governing the New 2029 Notes: restricts the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior unsecured notes; restricts the incurrence of debt or the issuance of disqualified stock, as defined in the indenture, with certain exceptions; requires that on each quarterly determination date, Icahn Enterprises and the guarantor of the New 2029 Notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein; and restricts the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates by the Issuers and the guarantor of the New 2029 Notes.

In April 2021, the Issuers issued $455 million in aggregate principal amount of additional 5.250% senior unsecured notes due 2027 (the “New 2027 Notes”). The proceeds from this issuance were used to redeem the remaining $455 million principal amount of the 2022 Notes and to pay accrued interest, related fees and expenses. The Issuers issued the New 2027 Notes under the indenture dated as of December 12, 2019 pursuant to which the Issuers had previously issued an aggregate of $1.0 billion aggregate principal amount of 5.250% senior unsecured notes due 2027.

Reporting Segments

In June 2021, CVR Partners issued $550 million in aggregate principal amount of 6.125% senior secured notes due 2028. Proceeds from these notes were used to fund a partial redemption of its existing 9.25% senior secured notes due 2023. These senior secured notes issued by CVR Partners are guaranteed on a senior secured basis by all of CVR Partners’ existing domestic subsidiaries, excluding CVR Nitrogen Finance Corporation. The indenture governing these notes contain certain covenants that restrict the ability of the issuers and their restricted subsidiaries from incurring additional debt or issuing certain disqualified equity, create liens on certain assets to secure debt, pay dividends/distributions or make other equity distributions, purchase or redeem capital stock/common units, make certain investments, transfer and sell assets, agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans, or other asset transfers to the issuers, consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets, engage in transactions with affiliates and designate restricted subsidiaries as unrestricted subsidiaries.

In August 2021, all of our Automotive segment’s outstanding credit facility was repaid in full in the amount of $350 million.

Covenants

Each of Icahn Enterprises and Icahn Enterprises Holdings and all of our subsidiaries are currently in compliance with all covenants and restrictions as described in the various executed agreements and contracts with respect to each debt instrument. These covenants include limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments and affiliate and extraordinary transactions.

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ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Non-Cash Charges to Interest Expense

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the condensed consolidated statements of operations were $3 million and $2 million for the three months ended September 30, 2021 and 2020, respectively, and $4 million and $4 million for the nine months ended September 30, 2021 and 2020, respectively.

11.  Net Income Per LP Unit

The components of the computation of basic and diluted income (loss) per LP unit of Icahn Enterprises are as follows:

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2021

    

2020

    

2021

    

2020

(in millions, except per unit amounts)

Net loss attributable to Icahn Enterprises

$

(148)

    

$

(714)

$

(122)

    

$

(1,799)

Net loss attributable to Icahn Enterprises allocated to limited partners (98.01% allocation)

$

(145)

$

(700)

$

(120)

$

(1,763)

Basic and diluted loss per LP unit

$

(0.55)

$

(3.14)

$

(0.47)

$

(8.12)

Basic and diluted weighted average LP units outstanding

 

266

 

223

 

253

 

217

LP Unit Transactions

Unit Distributions

On February 24, 2021, Icahn Enterprises declared a quarterly distribution in the amount of $2.00 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units.

On May 5, 2021, Icahn Enterprises declared a quarterly distribution in the amount of $2.00 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units.

On August 4, 2021, Icahn Enterprises declared a quarterly distribution in the amount of $2.00 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units.

As a result of the above distributions declared, during the nine months ended September 30, 2021, Icahn Enterprises distributed an aggregate 26,465,134 depositary units to unitholders electing to receive depositary units, of which an aggregate of 25,372,644 depositary units were distributed to Mr. Icahn and his affiliates. In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $91 million for the nine months ended September 30, 2021.

At-The-Market Offerings

On May 2, 2019, Icahn Enterprises announced the commencement of its “at-the-market” offering under its Open Market Sale Agreement, pursuant to which Icahn Enterprises was able to sell its depositary units, from time to time,

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ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

during the term of the agreement ending on March 31, 2021, for up to $400 million in aggregate sale proceeds. During the three months ended September 30, 2020, Icahn Enterprises sold 637,352 depositary units pursuant to this agreement, resulting in gross proceeds of $34 million. During the nine months ended September 30, 2020, Icahn Enterprises sold 1,118,596 depositary units pursuant to this agreement, resulting in gross proceeds of $60 million. On February 26, 2021, this agreement was terminated and replaced by a new Open Market Sale Agreement for the sale of Icahn Enterprises’ depositary units, from time to time, for up to $400 million in aggregate sale proceeds. On August 6, 2021, this agreement was terminated and replaced by a new Open Market Sale Agreement, pursuant to which Icahn Enterprises may sell its depositary units, from time to time, for up to $400 million in aggregate sale proceeds. During the three months ended September 30, 2021, Icahn Enterprises sold 4,164,179 depositary units pursuant to these agreements, resulting in gross proceeds of $220 million. During the nine months ended September 30, 2021, Icahn Enterprises sold 10,783,098 depositary units pursuant to these agreements, resulting in gross proceeds of $604 million. As of September 30, 2021, Icahn Enterprises may sell its depositary units for up to an additional $180 million in aggregate gross sale proceeds pursuant to its agreement entered into on August 6, 2021. No assurance can be made that any or all amounts will be sold during the term of this agreement.

2017 Incentive Plan

During the three and nine months ended September 30, 2021, Icahn Enterprises distributed 18,491 depositary units, net of payroll withholdings, to Brett Icahn with respect to certain restricted depositary units that vested during the period in connection with the Icahn Enterprises L.P. 2017 Long Term Incentive Plan (the “2017 Incentive Plan”). The aggregate impact of the 2017 Incentive Plan is not material with respect to our condensed consolidated financial statements, including the calculation of potentially dilutive units and diluted income per LP unit.

12.  Segment Reporting

We report segment information based on the various industries in which our businesses operate and how we manage those businesses in accordance with our investment strategies, which may include: identifying and acquiring undervalued assets and businesses, often through the purchase of distressed securities; increasing value through management, financial or other operational changes; and managing complex legal, regulatory or financial issues, which may include bankruptcy or insolvency, environmental, zoning, permitting and licensing issues. Therefore, although many of our businesses are operated under separate local management, certain of our businesses are grouped together when they operate within a similar industry, comprising similarities in products, customers, production processes and regulatory environments, and when such businesses, when considered together, may be managed in accordance with one or more investment strategies specific to those businesses. Among other measures, we assess and measure segment operating results based on net income from continuing operations attributable to Icahn Enterprises and Icahn Enterprises Holdings. Certain terms of financings for certain of our businesses impose restrictions on the business’ ability to transfer funds to us, including restrictions on dividends, distributions, loans and other transactions.

Condensed Statements of Operations

Icahn Enterprises’ condensed statements of operations by reporting segment are presented below. Icahn Enterprises Holdings’ condensed statements of operations are substantially the same, with immaterial differences relating to our Holding Company’s interest expense.

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ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended September 30, 2021

    

Investment

    

Energy

    

Automotive

    

Food Packaging

    

Metals

    

Real Estate

    

Home Fashion

    

Pharma

    

Holding Company

    

Consolidated

(in millions)

Revenues:

Net sales

$

0

$

1,883

$

440

$

104

$

144

$

17

$

51

$

18

$

0

$

2,657

Other revenues from operations

 

0

 

0

 

151

 

0

 

0

 

13

 

0

 

1

 

0

 

165

Net loss from investment activities

 

(148)

 

(1)

 

0

 

0

 

0

 

0

 

0

 

0

 

(28)

 

(177)

Interest and dividend income

 

33

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

1

 

34

Other (loss) income, net

 

(16)

 

1

 

(17)

 

(1)

 

0

 

0

 

0

 

0

 

0

 

(33)

 

(131)

 

1,883

 

574

 

103

 

144

 

30

 

51

 

19

 

(27)

 

2,646

Expenses:

Cost of goods sold

 

0

 

1,686

 

301

 

85

 

132

 

12

 

42

 

12

 

0

 

2,270

Other expenses from operations

 

0

 

0

 

117

 

0

 

0

 

13

 

0

 

0

 

0

 

130

Selling, general and administrative

 

3

 

37

 

226

 

13

 

5

 

5

 

12

 

12

 

4

 

317

Restructuring, net

 

0

 

0

 

1

 

0

 

0

 

0

 

0

 

0

 

0

 

1

Impairment

0

0

0

0

0

0

0

0

0

0

Interest expense

 

53

 

23

 

1

 

2

 

0

 

0

 

0

 

0

 

79

 

158

 

56

 

1,746

 

646

 

100

 

137

 

30

 

54

 

24

 

83

 

2,876

(Loss) income before income tax (expense) benefit

 

(187)

 

137

 

(72)

 

3

 

7

 

0

 

(3)

 

(5)

 

(110)

 

(230)

Income tax (expense) benefit

 

0

 

(43)

 

17

 

(2)

 

0

 

0

 

0

 

0

 

47

 

19

Net (loss) income

 

(187)

 

94

 

(55)

 

1

 

7

 

0

 

(3)

 

(5)

 

(63)

 

(211)

Less: net (loss) income attributable to non-controlling interests

 

(103)

 

40

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

(63)

Net (loss) income attributable to Icahn Enterprises

$

(84)

$

54

$

(55)

$

1

$

7

$

0

$

(3)

$

(5)

$

(63)

$

(148)

Supplemental information:

Capital expenditures

$

0

$

62

$

13

$

3

$

1

$

1

$

1

$

0

$

0

$

81

Depreciation and amortization

$

0

$

83

$

22

$

7

$

3

$

2

$

1

$

7

$

1

$

126

Three Months Ended September 30, 2020

    

Investment

    

Energy

    

Automotive

    

Food Packaging

    

Metals

    

Real Estate

    

Home Fashion

    

Pharma

    

Holding Company

    

Consolidated

(in millions)

Revenues:

Net sales

$

0

$

1,005

$

513

$

105

$

83

$

5

$

53

$

0

$

0

$

1,764

Other revenues from operations

 

0

 

0

 

147

 

0

 

0

 

16

 

0

 

0

 

0

 

163

Net loss from investment activities

 

(1,166)

 

(68)

 

0

 

0

 

0

 

0

 

0

 

0

 

(25)

 

(1,259)

Interest and dividend income

 

38

 

3

 

0

 

0

 

0

 

1

 

0

 

0

 

4

 

46

Other (loss) income, net

 

(2)

 

3

 

(2)

 

1

 

2

 

7

 

0

 

0

 

0

 

9

 

(1,130)

 

943

 

658

 

106

 

85

 

29

 

53

 

0

 

(21)

 

723

Expenses:

  

 

  

 

  

 

  

Cost of goods sold

 

0

 

1,040

 

351

 

84

 

78

 

4

 

42

 

0

 

0

 

1,599

Other expenses from operations

 

0

 

0

 

115

 

0

 

0

 

12

 

0

 

0

 

0

 

127

Selling, general and administrative

 

2

 

27

 

223

 

14

 

3

 

5

 

10

 

0

 

6

 

290

Restructuring, net

 

0

 

0

 

1

 

0

 

0

 

0

 

0

 

0

 

0

 

1

Impairment

0

0

0

0

1

0

0

0

0

1

Interest expense

 

51

 

31

 

2

 

3

 

0

 

0

 

0

 

0

 

84

 

171

 

53

 

1,098

 

692

 

101

 

82

 

21

 

52

 

0

 

90

 

2,189

(Loss) income before income tax benefit (expense)

 

(1,183)

 

(155)

(34)

 

5

 

3

 

8

 

1

 

0

 

(111)

 

(1,466)

Income tax benefit (expense)

 

0

 

35

 

8

 

(1)

 

0

 

0

 

0

 

0

 

24

 

66

Net (loss) income

 

(1,183)

 

(120)

 

(26)

 

4

 

3

 

8

 

1

 

0

 

(87)

 

(1,400)

Less: net (loss) income attributable to non-controlling interests

 

(640)

 

(47)

 

0

 

1

 

0

 

0

 

0

 

0

 

0

 

(686)

Net (loss) income attributable to Icahn Enterprises

$

(543)

$

(73)

$

(26)

$

3

$

3

$

8

$

1

$

0

$

(87)

$

(714)

Supplemental information:

  

 

  

 

  

 

  

Capital expenditures

$

0

$

24

$

9

$

4

$

1

$

1

$

1

$

0

$

0

$

40

Depreciation and amortization

$

0

$

86

$

24

$

6

$

4

$

4

$

2

$

0

$

0

$

126

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ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Nine Months Ended September 30, 2021

    

Investment

    

Energy

    

Automotive

    

Food Packaging

    

Metals

    

Real Estate

    

Home Fashion

    

Pharma

    

Holding Company

    

Consolidated

(in millions)

Revenues:

Net sales

$

0

$

5,129

$

1,377

$

311

$

417

$

45

$

143

$

65

$

0

$

7,487

Other revenues from operations

 

0

 

0

 

449

 

0

 

0

 

29

 

0

 

3

 

0

 

481

Net gain (loss) from investment activities

 

966

 

82

 

0

 

0

 

0

 

0

 

0

 

0

 

(13)

 

1,035

Interest and dividend income

 

90

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

4

 

94

Other (loss) income, net

 

(55)

 

1

 

(20)

 

(9)

 

1

 

0

 

0

 

0

 

3

 

(79)

 

1,001

 

5,212

 

1,806

 

302

 

418

 

74

 

143

 

68

 

(6)

 

9,018

Expenses:

Cost of goods sold

 

0

 

5,022

 

959

 

253

 

384

 

34

 

117

 

38

 

0

 

6,807

Other expenses from operations

 

0

 

0

 

345

 

0

 

0

 

29

 

0

 

0

 

0

 

374

Selling, general and administrative

 

11

 

106

 

668

 

37

 

14

 

16

 

34

 

29

 

22

 

937

Restructuring, net

 

0

 

0

 

6

 

0

 

0

 

0

 

0

 

0

 

0

 

6

Impairment

0

0

0

0

0

0

0

0

0

0

Interest expense

 

170

 

84

 

7

 

5

 

1

 

0

 

1

 

0

 

243

 

511

 

181

 

5,212

 

1,985

 

295

 

399

 

79

 

152

 

67

 

265

 

8,635

Income (loss) before income tax benefit (expense)

 

820

 

0

 

(179)

 

7

 

19

 

(5)

 

(9)

 

1

 

(271)

 

383

Income tax benefit (expense)

 

0

 

13

 

40

 

(5)

 

0

 

0

 

0

 

0

 

(105)

 

(57)

Net income (loss)

 

820

 

13

 

(139)

 

2

 

19

 

(5)

 

(9)

 

1

 

(376)

 

326

Less: net income (loss) attributable to non-controlling interests

 

445

 

3

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

448

Net income (loss) attributable to Icahn Enterprises

$

375

$

10

$

(139)

$

2

$

19

$

(5)

$

(9)

$

1

$

(376)

$

(122)

Supplemental information:

Capital expenditures

$

0

$

188

$

33

$

9

$

2

$

5

$

2

$

0

$

0

$

239

Depreciation and amortization

$

0

$

253

$

66

$

21

$

11

$

7

$

5

$

21

$

1

$

385

Nine Months Ended September 30, 2020

    

Investment

    

Energy

    

Automotive

    

Food Packaging

    

Metals

    

Real Estate

    

Home Fashion

    

Pharma

    

Holding Company

 

Consolidated

(in millions)

 

Revenues:

    

  

  

  

  

  

  

  

  

  

 

  

Net sales

$

0

$

2,811

$

1,468

$

307

$

203

$

22

$

140

$

0

$

0

$

4,951

Other revenues from operations

 

0

 

0

 

414

 

0

 

0

 

46

 

0

 

0

 

0

 

460

Net loss from investment activities

 

(1,893)

 

(20)

 

0

 

0

 

0

 

0

 

0

 

0

 

(239)

 

(2,152)

Interest and dividend income

 

107

 

10

 

0

 

0

 

0

 

1

 

0

 

0

 

17

 

135

Other (loss) income, net

 

(7)

 

(7)

 

(7)

 

(9)

 

2

 

7

 

3

 

0

 

(4)

 

(22)

 

(1,793)

 

2,794

 

1,875

 

298

 

205

 

76

 

143

 

0

 

(226)

 

3,372

Expenses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Cost of goods sold

 

0

 

2,934

 

1,036

 

244

 

202

 

17

 

111

 

0

 

0

 

4,544

Other expenses from operations

 

0

 

0

 

339

 

0

 

0

 

30

 

0

 

0

 

0

 

369

Selling, general and administrative

 

(1)

 

88

 

671

 

38

 

11

 

31

 

30

 

0

 

20

 

888

Restructuring, net

 

0

 

0

 

8

 

0

 

0

 

0

 

0

 

0

 

0

 

8

Impairment

 

0

0

0

0

1

2

3

0

0

 

6

Interest expense

 

145

 

93

 

9

 

10

 

1

 

0

 

1

 

0

 

258

 

517

 

144

 

3,115

 

2,063

 

292

 

215

 

80

 

145

 

0

 

278

 

6,332

(Loss) income before income tax benefit (expense)

 

(1,937)

 

(321)

(188)

 

6

 

(10)

 

(4)

 

(2)

 

0

 

(504)

 

(2,960)

Income tax benefit (expense)

 

0

 

85

 

39

 

(3)

 

0

 

0

 

0

 

0

 

(3)

 

118

Net (loss) income

 

(1,937)

 

(236)

 

(149)

 

3

 

(10)

 

(4)

 

(2)

 

0

 

(507)

 

(2,842)

Less: net loss attributable to non-controlling interests

 

(947)

 

(96)

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

(1,043)

Net (loss) income attributable to Icahn Enterprises

$

(990)

$

(140)

$

(149)

$

3

$

(10)

$

(4)

$

(2)

$

0

$

(507)

$

(1,799)

Supplemental information:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Capital expenditures

$

0

$

101

$

25

$

10

$

3

$

10

$

4

$

0

$

2

$

155

Depreciation and amortization

$

0

$

256

$

72

$

19

$

13

$

13

$

6

$

0

$

0

$

379

33

Table of Contents

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Disaggregation of Revenue

In addition to the condensed statements of operations by reporting segment above, we provide additional disaggregated revenue information for our Energy and Automotive segments below.

Energy

Disaggregated revenue for our Energy segment net sales is presented below:

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2021

    

2020

    

2021

    

2020

(in millions)

Petroleum products

$

1,738

$

926

$

4,785

$

2,551

Nitrogen fertilizer products

 

145

 

79

 

344

 

260

$

1,883

$

1,005

$

5,129

$

2,811

Automotive

Disaggregated revenue for our Automotive segment net sales and other revenues from operations is presented below:

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2021

    

2020

    

2021

    

2020

(in millions)

Automotive services

$

355

$

327

$

1,024

$

913

Aftermarket parts sales

 

236

 

333

 

802

 

969

$

591

$

660

$

1,826

$

1,882

34

Table of Contents

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Condensed Balance Sheets

Icahn Enterprises’ condensed balance sheets by reporting segment are presented below. Icahn Enterprises Holdings’ condensed balance sheets are substantially the same, with immaterial differences relating to our Holding Company’s debt and equity attributable to Icahn Enterprises Holdings.

September 30, 2021

Investment

Energy

Automotive

Food
Packaging

Metals

Real
Estate

Home
Fashion

    

Pharma

Holding
Company

Consolidated

(in millions)

ASSETS

Cash and cash equivalents

$

19

$

566

$

48

$

10

$

$

30

$

4

$

11

$

1,257

$

1,945

Cash held at consolidated affiliated partnerships and restricted cash

 

1,636

 

7

 

19

 

 

1

 

9

 

 

 

75

 

1,747

Investments

 

9,653

 

83

 

12

 

 

 

15

 

 

 

134

 

9,897

Accounts receivable, net

 

 

240

 

112

 

88

 

90

 

12

 

35

 

21

 

 

598

Inventories, net

 

 

422

 

928

 

95

 

37

 

 

95

 

13

 

 

1,590

Property, plant and equipment, net

 

 

2,765

 

830

 

145

 

77

 

309

 

62

 

 

6

 

4,194

Goodwill and intangible assets, net

 

 

225

 

364

 

28

 

8

 

 

21

 

261

 

 

907

Other assets

 

5,988

 

261

 

554

 

100

 

25

 

108

 

16

 

7

 

36

 

7,095

Total assets

$

17,296

$

4,569

$

2,867

$

466

$

238

$

483

$

233

$

313

$

1,508

$

27,973

LIABILITIES AND EQUITY

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Accounts payable, accrued expenses and other liabilities

$

2,107

$

1,540

$

1,036

$

159

$

73

$

45

$

65

$

50

$

222

$

5,297

Securities sold, not yet purchased, at fair value

 

4,957

 

 

 

 

 

 

 

 

 

4,957

Debt

 

 

1,676

 

16

 

154

 

18

 

2

 

36

 

 

5,810

 

7,712

Total liabilities

 

7,064

 

3,216

 

1,052

 

313

 

91

 

47

 

101

 

50

 

6,032

 

17,966

Equity attributable to Icahn Enterprises

 

4,660

 

701

 

1,815

 

140

 

147

 

436

 

132

 

263

 

(4,524)

 

3,770

Equity attributable to non-controlling interests

 

5,572

 

652

 

 

13

 

 

 

 

 

 

6,237

Total equity

 

10,232

 

1,353

 

1,815

 

153

 

147

 

436

 

132

 

263

 

(4,524)

 

10,007

Total liabilities and equity

$

17,296

$

4,569

$

2,867

$

466

$

238

$

483

$

233

$

313

$

1,508

$

27,973

December 31, 2020

Investment

Energy

Automotive

Food
Packaging

Metals

Real
Estate

Home
Fashion

    

Pharma

Holding
Company

Consolidated

(in millions)

ASSETS

Cash and cash equivalents

$

14

$

667

$

25

$

16

$

1

$

21

$

2

$

8

$

925

$

1,679

Cash held at consolidated affiliated partnerships and restricted cash

 

1,558

 

7

 

20

 

 

2

 

8

 

6

 

 

11

 

1,612

Investments

 

8,239

 

253

 

40

 

 

 

15

 

 

 

366

 

8,913

Accounts receivable, net

 

 

178

 

109

 

88

 

63

 

10

 

33

 

20

 

 

501

Inventories, net

 

 

298

 

1,080

 

89

 

22

 

 

81

 

10

 

 

1,580

Property, plant and equipment, net

 

 

2,747

 

857

 

160

 

82

 

310

 

65

</