SEC Filing | Icahn Enterprises

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Table of Contents

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

☐ 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.

ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES HOLDINGS L.P.

TABLE OF CONTENTS

		Page No.
	Explanatory Note and Forward-Looking Statements	1

	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 4.	Controls and Procedures	59

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and use of Proceeds	60
Item 6.	Exhibits	61

Table of Contents

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.

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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.

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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.

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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.

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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.

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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		(