ICAHN ENTERPRISES L.P. [IEP] Filings

10-Q 1 tmb-20240930x10q.htm 10-Q

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, 2024

☐ 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

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. 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). 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):


Large Accelerated Filer	⌧	Accelerated Filer	◻	Emerging Growth Company	☐
Non-accelerated Filer	◻	Smaller Reporting 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). Yes ☐ No ⌧

As of November 8, 2024, there were 504,003,429 of Icahn Enterprises’ depositary units outstanding.

ICAHN ENTERPRISES L.P.

TABLE OF CONTENTS

		Page No.
	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	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59
Item 4.	Controls and Procedures	60

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use or Proceeds	65
Item 5.	Other Information	65
Item 6.	Exhibits	65

Table of Contents

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, 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, market conditions, and IEP’s potential tender offer for CVI, 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; the impacts from the Russia/Ukraine conflict and ongoing conflict in the Middle East, including economic volatility and the impacts of export controls and other economic sanctions; risks related to our investment activities, including the nature of the investments made by the private funds in which we invest, including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative instruments; declines in the fair value of our investments, losses in the private funds and loss of key employees; risks related to our ability to continue to conduct our activities in a manner so as to not be deemed an investment company under the Investment Company Act of 1940, as amended, or be taxed as a corporation; risks relating to short sellers and associated litigation and regulatory inquires; risks related to our general partner and controlling unitholder; pledges of our units by our controlling unitholder; risks related to our energy business, including the volatility and availability of crude oil, other feed stocks and refined products, declines in global demand for crude oil, refined products and liquid transportation fuels, unfavorable refining margin (crack spread), interrupted access to pipelines, significant fluctuations in nitrogen fertilizer demand in the agricultural industry and seasonality of results; volatile commodity pricing and higher industry utilization and oversupply risks relating to potential strategic transactions involving our Energy segment; risks related to our automotive activities and exposure to adverse conditions in the automotive industry, including as a result of the Chapter 11 filing of our automotive parts subsidiary; risks related to our food packaging activities, including competition from better capitalized competitors, inability of our suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes in casings technology; supply chain issues; inflation, including increased costs of raw materials and shipping; labor shortages and workforce availability; risks related to our real estate activities, including the extent of any tenant bankruptcies and insolvencies; risks related to our home fashion operations, including changes in the availability and price of raw materials, manufacturing disruptions, and changes in transportation costs and delivery times. 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, 2023. 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.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	September 30,		December 31,
	2024		2023

	(in millions, except unit amounts)
ASSETS
Cash and cash equivalents	$	2,294	$	2,951
Cash held at consolidated affiliated partnerships and restricted cash		2,440		2,995
Investments		2,585		3,012
Due from brokers		2,976		4,367
Accounts receivable, net		476		485
Related party notes receivable, net		7		11
Inventories, net		883		1,047
Property, plant and equipment, net		3,865		3,969
Deferred tax asset		168		184
Derivative assets, net		43		64
Goodwill		289		288
Intangible assets, net		423		466
Other assets		994		1,019
Total Assets	$	17,443	$	20,858
LIABILITIES AND EQUITY
Accounts payable	$	679	$	830
Accrued expenses and other liabilities		1,660		1,596
Deferred tax liabilities		369		399
Derivative liabilities, net		685		979
Securities sold, not yet purchased, at fair value		2,679		3,473
Due to brokers		97		301
Debt		6,447		7,207
Total liabilities		12,616		14,785

Commitments and contingencies (Note 18)

Equity:
Limited partners: Depositary units: 504,003,429 units issued and outstanding at September 30, 2024 and 429,033,241 units issued and outstanding at December 31, 2023		3,417		3,969
General partner		(772)		(761)
Equity attributable to Icahn Enterprises		2,645		3,208
Equity attributable to non-controlling interests		2,182		2,865
Total equity		4,827		6,073
Total Liabilities and Equity	$	17,443	$	20,858

See notes to condensed consolidated financial statements.

Table of Contents

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(in millions, except per unit amounts)
Revenues:
Net sales	$	2,221	$	2,991	$	6,827	$	8,433
Other revenues from operations		192		203		566		588
Net gain (loss) from investment activities		257		(332)		(318)		(1,275)
Interest and dividend income		115		143		380		481
(Loss) gain on disposition of assets, net		(1)		2		(6)		5
Other income, net		7		3		13		6
		2,791		3,010		7,462		8,238
Expenses:
Cost of goods sold		2,223		2,377		6,414		6,947
Other expenses from operations		155		165		462		483
Dividend expense		14		21		47		68
Selling, general and administrative		202		209		578		653
Restructuring, net		—		1		1		1
Credit loss on related party note receivable		—		23		—		139
Loss on deconsolidation of subsidiary		—		—		—		246
Interest expense		130		148		394		426
		2,724		2,944		7,896		8,963
Income (loss) before income tax expense		67		66		(434)		(725)
Income tax benefit (expense)		13		(96)		2		(82)
Net income (loss)		80		(30)		(432)		(807)
Less: net income (loss) attributable to non-controlling interests		58		(24)		(85)		(262)
Net income (loss) attributable to Icahn Enterprises	$	22	$	(6)	$	(347)	$	(545)

Net income (loss) attributable to Icahn Enterprises allocated to:
Limited partners	$	22	$	(6)	$	(340)	$	(534)
General partner		—		—		(7)		(11)
	$	22	$	(6)	$	(347)	$	(545)

Basic and Diluted income (loss) per LP unit	$	0.05	$	(0.01)	$	(0.75)	$	(1.47)
Basic and Diluted weighted average LP units outstanding		477		394		452		364
Distributions declared per LP unit	$	1.00	$	1.00	$	3.00	$	5.00

See notes to condensed consolidated financial statements.

Table of Contents

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(in millions)
Net income (loss)	$	80	$	(30)	$	(432)	$	(807)
Other comprehensive income (loss), net of tax:
Translation adjustments		6		(5)		—		—
Post-retirement benefits and other		—		(1)		—		1
Other comprehensive income (loss), net of tax		6		(6)		—		1
Comprehensive income (loss) attributable to Icahn Enterprises		86		(36)		(432)		(806)
Less: Comprehensive income (loss) attributable to non-controlling interests		58		(24)		(85)		(262)
Comprehensive income (loss) attributable to Icahn Enterprises	$	28	$	(12)	$	(347)	$	(544)

Comprehensive income (loss) attributable to Icahn Enterprises allocated to:
Limited partners	$	27	$	(12)	$	(340)	$	(534)
General partner		1		—		(7)		(10)
	$	28	$	(12)	$	(347)	$	(544)

See notes to condensed consolidated financial statements.

Table of Contents

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		Interests		Total Equity

	(in millions)
Balance, December 31, 2023	$	(761)	$	3,969	$	3,208	$	2,865	$	6,073
Net (loss) income		(1)		(37)		(38)		12		(26)
Other comprehensive loss		—		(2)		(2)		—		(2)
Partnership distributions payable		(9)		(430)		(439)		—		(439)
Partnership contributions		1		50		51		—		51
Investment segment distributions to non-controlling interests		—		—		—		(5)		(5)
Dividends and distributions to non-controlling interests in subsidiaries		—		—		—		(28)		(28)
Changes in subsidiary equity and other		1		—		1		—		1
Balance, March 31, 2024	$	(769)	$	3,550	$	2,781	$	2,844	$	5,625
Net loss		(6)		(325)		(331)		(155)		(486)
Other comprehensive loss		—		(3)		(3)		(1)		(4)
Partnership distributions payable reversal		9		430		439		—		439
Partnership distributions		(4)		(203)		(207)		—		(207)
Partnership contributions		1		48		49		—		49
Investment segment contributions from non-controlling interests		—		—		—		1		1
Dividends and distributions to non-controlling interests in subsidiaries		—		—		—		(30)		(30)
Changes in subsidiary equity and other		(1)		—		(1)		—		(1)
Balance, June 30, 2024		(770)		3,497		2,727		2,659		5,386
Net income		—		22		22		58		80
Other comprehensive income		—		5		5		1		6
Partnership distributions		(2)		(111)		(113)		—		(113)
Partnership contributions		—		4		4		—		4
Investment segment distributions to non-controlling interests		—		—		—		(506)		(506)
Dividends and distributions to non-controlling interests in subsidiaries		—		—		—		(30)		(30)
Balance, September 30, 2024	$	(772)	$	3,417	$	2,645	$	2,182	$	4,827

Table of Contents


	Equity Attributable to Icahn Enterprises
	General		Limited				Non-
	Partner’s		Partners’		Total Partners’		controlling
	Deficit		Equity		Equity		Interests		Total Equity

	(in millions)
Balance, December 31, 2022	$	(747)	$	4,647	$	3,900	$	5,658	$	9,558
Net loss		(5)		(265)		(270)		(88)		(358)
Other comprehensive income		—		4		4		—		4
Partnership distributions payable		(15)		(709)		(724)		—		(724)
Partnership contributions		4		175		179		—		179
Investment segment distributions to non-controlling interests		—		—		—		(80)		(80)
Dividends and distributions to non-controlling interests in subsidiaries		—		—		—		(85)		(85)
Changes in subsidiary equity and other		—		2		2		—		2
Balance, March 31, 2023	$	(763)	$	3,854	$	3,091	$	5,405	$	8,496
Net loss		(6)		(263)		(269)		(150)		(419)
Other comprehensive income		—		3		3		—		3
Partnership distributions payable reversal		15		709		724		—		724
Partnership distributions		(3)		(152)		(155)		—		(155)
Investment segment distributions to non-controlling interests		—		—		—		(1,380)		(1,380)
Dividends and distributions to non-controlling interests in subsidiaries		—		—		—		(84)		(84)
Changes in subsidiary equity and other		—		2		2		—		2
Balance, June 30, 2023		(757)		4,153		3,396		3,791		7,187
Net loss		—		(6)		(6)		(24)		(30)
Other comprehensive loss		—		(6)		(6)		—		(6)
Partnership distributions		(1)		(38)		(39)		—		(39)
Investment segment distributions to non-controlling interests		—		—		—		(571)		(571)
Dividends and distributions to non-controlling interests in subsidiaries		—		—		—		(72)		(72)
Changes in subsidiary equity and other		2		106		108		51		159
Balance, September 30, 2023	$	(756)	$	4,209	$	3,453	$	3,175	$	6,628

See notes to condensed consolidated financial statements.

Table of Contents

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30,
	2024		2023

	(in millions)
Cash flows from operating activities:
Net loss	$	(432)	$	(807)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net loss from securities transactions		205		538
Purchases of securities		(1,812)		(634)
Proceeds from sales of securities		1,260		3,905
Payments to cover securities sold, not yet purchased		(1,022)		(3,919)
Proceeds from securities sold, not yet purchased		997		951
Changes in receivables and payables relating to securities transactions		1,190		2,094
Changes in derivative assets and liabilities		(273)		802
Loss (gain) on disposition of assets, net		6		(5)
Depreciation and amortization		382		384
Loss on deconsolidation of subsidiary		—		246
Credit loss expense		—		139
Deferred taxes		(12)		(76)
Other, net		13		16
Changes in other operating assets and liabilities		86		(13)
Net cash provided by operating activities		588		3,621
Cash flows from investing activities:
Capital expenditures		(192)		(201)
Turnaround expenditures		(46)		(53)
Acquisition of businesses, net of cash acquired		(2)		—
Proceeds from disposition of businesses and assets		4		4
Return of equity method investment		5		20
Proceeds from sales of investments		—		158
Other, net		5		(9)
Net cash used in investing activities		(226)		(81)
Cash flows from financing activities:
Investment segment contributions from non-controlling interests		1		—
Investment segment distributions to non-controlling interests		(511)		(2,033)
Partnership contributions		104		185
Partnership distributions		(320)		(194)
Purchase of additional interests in consolidated subsidiaries		(1)		—
Dividends and distributions to non-controlling interests in subsidiaries		(88)		(241)
Proceeds from Holding Company senior unsecured notes		766		—
Repayments of Holding Company senior unsecured notes		(750)		—
Repurchase of Holding Company senior unsecured notes		(168)		—
Proceeds from subsidiary borrowings		22		36
Repayments of subsidiary borrowings		(617)		(63)
Other, net		(11)		(4)
Net cash used in financing activities		(1,573)		(2,314)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents		(1)		—
Net (decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents		(1,212)		1,226
Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period		5,946		4,886
Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period	$	4,734	$	6,112

See notes to condensed consolidated financial statements.

Table of Contents

1. Description of Business

Overview

Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987. References to “we,” “our” or “us” herein include both Icahn Enterprises and Icahn Enterprises Holdings L.P. (“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 Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), which is indirectly 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, 2024, representing an aggregate 1.99% general partner interest in Icahn Enterprises and Icahn Enterprises Holdings. Mr. Icahn and his affiliates owned approximately 86% of our outstanding depositary units as of September 30, 2024.

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, 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 (unless otherwise noted), and investment activity and expenses associated with our Holding Company. See Note 14, “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 $2.7 billion and $3.2 billion as of September 30, 2024 and December 31, 2023, 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 marketing businesses as well as in the nitrogen fertilizer manufacturing businesses through its holdings in CVR Partners, LP, a publicly traded limited partnership (“CVR Partners”). CVR Energy is an independent petroleum refiner in that it does not have crude oil exploration or production operations and is a marketer of high value transportation fuels primarily in the form of gasoline and diesel fuels, as well as renewable diesel. CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate and ammonia. CVR Energy holds 100% of the general partner interest and approximately 37% of the outstanding common units of CVR Partners as of September 30, 2024. As of September 30, 2024, we owned approximately 66% of the total outstanding common stock of CVR Energy.

Automotive

We conduct our Automotive segment through our wholly owned subsidiaries, Icahn Automotive Group LLC (“Icahn Automotive”) and AEP PLC LLC (“AEP PLC”). The Automotive segment is engaged in providing a full range of automotive repair and maintenance services, along with the sale of any installed parts or materials related to automotive services (“Automotive Services”) to its customers, as well as sales of automotive aftermarket parts and retailed merchandise (“Aftermarket Parts”). In addition to its primary businesses, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases.

Table of Contents

On January 31, 2023, a subsidiary of Icahn Automotive, IEH Auto Parts Holding LLC and its subsidiaries (collectively “Auto Plus”), an aftermarket parts distributor held within our Automotive segment, filed voluntary petitions in the United States Bankruptcy Court. As a result of Auto Plus’s filings for bankruptcy protections on January 31, 2023, we no longer controlled the operations of Auto Plus, therefore, we deconsolidated Auto Plus as of January 31, 2023. See Note 3, “Subsidiary Bankruptcy and Deconsolidation,” for a detailed discussion of the Auto Plus bankruptcy and deconsolidation.

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, 2024, we owned approximately 91% of the total outstanding common stock of Viskase.

Real Estate

We conduct our Real Estate segment through various wholly owned subsidiaries. Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to corporate tenants, the development and sale of single-family homes, and the operations of a resort and two country clubs.

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”). Vivus is a specialty pharmaceutical company with two approved therapies, two product candidates in active clinical development and two product candidates in early-stage development.

Table of Contents

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 us inadvertently becoming an investment company that is required to register under the Investment Company Act. Following such events or certain transactions (such as the sale of an operating business), 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, 2023. 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 (ii) the wholly and majority owned subsidiaries of Icahn Enterprises, 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. For entities over which the Company does not have significant influence, the Company accounts for its equity investment at fair value.

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 such equity investments are accounted for at fair value.

Consolidated Variable Interest Entities

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. Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and therefore, the balance sheets of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same.

Table of Contents

During 2023, we established a captive insurance program to supplement the insurance coverage of the officers, directors, employees and agents of the Company, its subsidiaries and our general partner, in addition to our established commercial insurance program. We hold assets in a protected cell, which we are the primary beneficiary of, and therefore consolidate the protected cell. At September 30, 2024, total assets related to the protected cell were $107 million, and included in restricted cash in the condensed consolidated balance sheet.

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.

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 5, “Investments,” and Note 6, “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, 2024 was approximately $6.4 billion and $6.3 billion, respectively. The carrying value and estimated fair value of our long-term debt as of December 31, 2023 was approximately $7.2 billion and $6.9 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 $808 million and $1,068 million as of September 30, 2024 and December 31, 2023, 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 used for the general operating needs of the Investment segment or Icahn Enterprises.

Our restricted cash balance was $1,632 million and $1,927 million as of September 30, 2024 and December 31, 2023, respectively. Restricted cash includes, but is not limited to, our Investment segment’s cash pledged and held for margin requirements on derivative transactions and cash held related to our captive insurance program.

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 and Automotive 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 and Automotive segment’s leasing revenue, as disclosed in Note 11, “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 14, “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.

Table of Contents

Energy

Our Energy segment’s deferred revenue is a contract liability that 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. As of September 30, 2024, our Energy segment had $9 million of remaining performance obligations for contracts with an original expected duration of more than one year. Our Energy segment expects to recognize $1 million of these performance obligations as revenue by the end of 2024, $4 million during 2025, an additional $3 million in 2026, and the remaining balance in 2027.

In addition, deferred revenue includes agreements entered into with third-party investors that has allowed our Energy segment to monetize certain tax credits available under Section 45Q of the Internal Revenue Code (the “45Q Transaction”). Our Energy segment had deferred revenue of $68 million and $49 million as of September 30, 2024 and December 31, 2023, respectively. For the nine months ended September 30, 2024 and 2023, our Energy segment recorded revenue of $14 million and $46 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period.

Automotive

Our Automotive segment had deferred revenue with respect to extended warranty plans of $39 million and $45 million as of September 30, 2024 and December 31, 2023, respectively, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets. For the nine months ended September 30, 2024 and 2023, our Automotive segment recorded deferred revenue of $17 million and $15 million, respectively, outstanding as of the beginning of each period.

Adoption of New Accounting Standards

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which amends guidance in Topic 820, Fair Value Measurement. The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendment requires the following disclosures for equity securities subject to contractual sale restrictions: the fair value of equity securities subject to contractual sale restrictions; the nature and remaining duration of the restriction(s); and the circumstances that could cause a lapse in the restriction(s). The amended guidance is effective January 1, 2024 on a prospective basis. We adopted this ASU effective January 1, 2024. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Company beginning January 1, 2025, with early adoption permitted. We are currently assessing the impact of adopting this standard on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, which includes requirements for more robust disclosures of significant segment expenses and measures of a segment’s profit and loss used in assessing performance. This standard is effective for the Company’s annual period beginning January 1, 2024 and interim periods beginning January 1, 2025, with early adoptions permitted. While we continue to evaluate the effects of adopting this new accounting guidance, we currently expect additional disclosure will be included for its annual and interim reporting periods beginning December 31, 2024.

Table of Contents

3. Subsidiary Bankruptcy and Deconsolidation

On January 31, 2023, Auto Plus, an Aftermarket Parts distributor held within our Automotive segment, filed volun