Icahn Enterprises(IEP) - 2025 Q2 - Quarterly Report

Forward-Looking Statements This section outlines the nature of forward-looking statements, their inherent risks, and factors that could cause actual results to differ materially - The report contains 'forward-looking statements' as defined by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which predict future results, performance, achievements, or events, or relate to strategies, plans, or objectives[9] - These statements are based on management's current plans and beliefs and are subject to risks and uncertainties that could cause actual results to differ materially. Key risks include economic downturns, competition, rising operating costs, geopolitical conflicts (Russia/Ukraine, Middle East), investment activities (leverage, derivative instruments), compliance with debt covenants, fair value declines, short seller litigation, and risks related to specific business segments (Energy, Automotive, Food Packaging, Real Estate, Home Fashion, Pharma)[10] PART I. FINANCIAL INFORMATION This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, changes in equity, and cash flows, along with detailed notes on business description, accounting policies, related party transactions, investments, fair value measurements, financial instruments, inventories, goodwill and intangibles, leases, debt, earnings per unit, segment reporting, income taxes, other comprehensive loss, other income, commitments and contingencies, supplemental cash flow information, and subsequent events Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position at specific points in time, detailing assets, liabilities, and equity Condensed Consolidated Balance Sheet Highlights (in millions) | Metric | June 30, 2025 | December 31, 2024 | Change (Absolute) | Change (%) | | :-------------------------------- | :------------ | :---------------- | :---------------- | :--------- | | Cash and cash equivalents | $1,804 | $2,603 | $(799) | -30.7% | | Investments | $1,972 | $2,310 | $(338) | -14.6% | | Total Assets | $14,839 | $16,279 | $(1,440) | -8.8% | | Total Liabilities | $11,416 | $11,658 | $(242) | -2.1% | | Total Equity | $3,423 | $4,621 | $(1,198) | -25.9% | Condensed Consolidated Statements of Operations This section presents the company's revenues, expenses, and net loss over specific periods, including per unit amounts Condensed Consolidated Statements of Operations Highlights (Six Months Ended June 30, in millions, except per unit amounts) | Metric | 2025 | 2024 | Change (Absolute) | Change (%) | | :---------------------------------------- | :------------ | :------------ | :---------------- | :--------- | | Revenues | $4,236 | $4,671 | $(435) | -9.3% | | Net loss from investment activities | $(468) | $(575) | $107 | -18.6% | | Total Expenses | $5,136 | $5,172 | $(36) | -0.7% | | Net loss | $(781) | $(512) | $(269) | 52.5% | | Net loss attributable to Icahn Enterprises| $(587) | $(369) | $(218) | 59.1% | | Basic and Diluted loss per LP unit | $(1.08) | $(0.82) | $(0.26) | 31.7% | | Distributions declared per LP unit | $1.00 | $2.00 | $(1.00) | -50.0% | Condensed Consolidated Statements of Comprehensive Loss This section details the components of comprehensive loss, including net loss and other comprehensive income or loss items Condensed Consolidated Statements of Comprehensive Loss Highlights (Six Months Ended June 30, in millions) | Metric | 2025 | 2024 | Change (Absolute) | Change (%) | | :-------------------------------------------- | :------ | :------ | :---------------- | :--------- | | Net loss | $(781) | $(512) | $(269) | 52.5% | | Other comprehensive income (loss), net of tax | $11 | $(6) | $17 | -283.3% | | Comprehensive loss | $(770) | $(518) | $(252) | 48.6% | | Comprehensive loss attributable to Icahn Enterprises | $(577) | $(375) | $(202) | 53.9% | Condensed Consolidated Statements of Changes in Equity This section outlines the changes in the company's equity over time, including net loss, comprehensive income, and distributions Condensed Consolidated Statements of Changes in Equity Highlights (Six Months Ended June 30, in millions) | Metric | June 30, 2025 | December 31, 2024 | Change (Absolute) | Change (%) | | :---------------------------------------- | :------------ | :---------------- | :---------------- | :--------- | | Balance, December 31, 2024 | $4,621 | N/A | N/A | N/A | | Net loss | $(580) | N/A | N/A | N/A | | Other comprehensive income | $3 | N/A | N/A | N/A | | Partnership distributions payable | $(267) | N/A | N/A | N/A | | Purchase of additional interests in consolidated subsidiaries | $(35) | N/A | N/A | N/A | | Dividends and distributions to non-controlling interests in subsidiaries | $(12) | N/A | N/A | N/A | | Balance, June 30, 2025 | $3,423 | $4,621 | $(1,198) | -25.9% | Condensed Consolidated Statements of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30, in millions) | Metric | 2025 | 2024 | Change (Absolute) | Change (%) | | :---------------------------------------- | :------ | :------ | :---------------- | :--------- | | Net cash provided by operating activities | $93 | $642 | $(549) | -85.5% | | Net cash used in investing activities | $(304) | $(167) | $(137) | 82.0% | | Net cash used in financing activities | $(550) | $(758) | $208 | -27.4% | | Net decrease in cash and cash equivalents and restricted cash | $(763) | $(286) | $(477) | 166.8% | | Cash and cash equivalents and restricted cash, end of period | $4,476 | $5,660 | $(1,184) | -20.9% | Note 1. Description of Business This note provides an overview of the company's structure, ownership, and the diverse operating segments it manages Overview This subsection details the company's legal structure, general partner ownership, and the extent of Mr. Carl C. Icahn's control - Icahn Enterprises L.P. is a master limited partnership formed in Delaware, with Icahn Enterprises Holdings L.P. and its subsidiaries owning substantially all assets and conducting operations[22][23] - Icahn Enterprises G.P. Inc., indirectly owned and controlled by Mr. Carl C. Icahn, holds a 1% general partner interest in both Icahn Enterprises and Icahn Enterprises Holdings, representing an aggregate 1.99% general partner interest[23] - Mr. Icahn and his affiliates owned approximately 86% of the outstanding depositary units as of June 30, 2025[23] Description of Continuing Operating Businesses This subsection describes the company's diversified business segments, including Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion, and Pharma - The company operates as a diversified holding company with subsidiaries engaged in Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion, and Pharma segments[24] - The Investment segment consists of private investment funds where the company invests proprietary capital, with fair value of interests at approximately $2.5 billion as of June 30, 2025, down from $2.7 billion at December 31, 2024[25] - The Energy segment, primarily CVR Energy, Inc., is involved in petroleum refining, renewable fuels, and nitrogen fertilizer manufacturing. As of June 30, 2025, the company owned approximately 70% of CVR Energy and 3% of CVR Partners, having increased its ownership in CVR Energy by $65 million and CVR Partners by $7 million during the six months ended June 30, 2025[26][27] - The Automotive segment exited the Aftermarket Parts business in the first quarter of 2025, focusing on automotive repair and maintenance services[28] - The Food Packaging segment, through Viskase Companies, Inc., produces cellulosic, fibrous, and plastic casings. The company acquired an additional $15 million in Viskase common stock in March 2025, increasing its ownership to approximately 91% as of June 30, 2025[29] - The Pharma segment, Vivus LLC, is a specialty pharmaceutical company with two approved therapies and two product candidates in active clinical development[32] Note 2. Basis of Presentation and Summary of Significant Accounting Policies This note details the principles used in preparing the financial statements and outlines key accounting policies, including consolidation, fair value measurements, cash flow, and revenue recognition - The company conducts its activities to avoid being deemed an investment company under the Investment Company Act of 1940, limiting investment in securities to no more than 40% of total assets[34] - The condensed consolidated financial statements are unaudited and prepared in accordance with SEC rules for interim financial statements, with all necessary adjustments being normal and recurring[36] Principles of Consolidation This subsection explains how the company consolidates its subsidiaries and variable interest entities in its financial statements - The consolidated financial statements include wholly and majority-owned subsidiaries and variable interest entities (VIEs) where the company is the primary beneficiary, such as Icahn Enterprises Holdings[37][39] Fair Value of Financial Instruments This subsection compares the carrying value and estimated fair value of the company's long-term debt Long-Term Debt Carrying Value vs. Fair Value (in millions) | Date | Carrying Value | Estimated Fair Value | | :--------------- | :------------- | :------------------- | | June 30, 2025 | $6,713 | $6,500 | | December 31, 2024| $6,809 | $6,600 | Cash Flow This subsection provides details on cash held at consolidated affiliated partnerships and restricted cash balances Cash Held at Consolidated Affiliated Partnerships and Restricted Cash (in millions) | Category | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | Cash held at consolidated affiliated partnerships | $691 | $915 | | Restricted cash | $2,000 | $1,700 | Revenue From Contracts With Customers and Contract Balances This subsection details deferred revenue and revenue recognition from customer contracts within the Energy and Automotive segments Energy Segment Deferred Revenue (in millions) | Date | Deferred Revenue | | :--------------- | :--------------- | | June 30, 2025 | $33 | | December 31, 2024| $78 | Energy Segment Revenue Recognized from Deferred Revenue (Six Months Ended June 30, in millions) | Year | Revenue Recognized | | :--- | :----------------- | | 2025 | $47 | | 2024 | $13 | Automotive Segment Deferred Revenue (Extended Warranty Plans, in millions) | Date | Deferred Revenue | | :--------------- | :--------------- | | June 30, 2025 | $31 | | December 31, 2024| $37 | Recently Issued Accounting Standards This subsection outlines the impact and effective dates of new accounting pronouncements on the company's financial reporting - ASU 2023-09 (Income Taxes) is effective for the company's annual reporting period beginning January 1, 2025, requiring enhanced income tax disclosures[53] - ASU 2024-03 and ASU 2025-01 (Expense Disaggregation Disclosures) are effective for the company's annual reporting period beginning January 1, 2027, requiring specific information about costs and expenses[54] Note 3. Related Party Transactions This note describes transactions and agreements between the company and its related parties, including Mr. Icahn and his affiliates - The company's limited partnership agreement permits transactions with its general partner or affiliates, subject to limitations[55] Investment Funds This subsection details Mr. Icahn and his affiliates' investments in and redemptions from the Investment Funds, as well as expense allocations Mr. Icahn and Affiliates' Investment in Investment Funds (excluding IEP and Brett Icahn, in millions) | Date | Fair Market Value | | :--------------- | :---------------- | | June 30, 2025 | $1,100 | | December 31, 2024| $1,500 | - Mr. Icahn and his affiliates redeemed $208 million from their personal interests in the Investment Funds during the three and six months ended June 30, 2025[57] Expense Allocation to Investment Funds (Six Months Ended June 30, in millions) | Year | Allocated Expenses | | :--- | :----------------- | | 2025 | $6 | | 2024 | $8 | Other Related Party Agreements This subsection describes Brett Icahn's role as a portfolio manager and his investment in the Investment Funds - Brett Icahn serves as portfolio manager for a designated portfolio within the Investment Funds under a manager agreement, co-investing and receiving a special limited partnership interest[59] Brett Icahn's Investment in Investment Funds (in millions) | Date | Fair Market Value | | :--------------- | :---------------- | | June 30, 2025 | $11 | | December 31, 2024| $17 | Brett Icahn's Net Redemptions from Investment Funds (Six Months Ended June 30, in millions) | Year | Net Redemptions | | :--- | :-------------- | | 2025 | $8 | | 2024 | $4 | Note 4. Investments This note provides a breakdown of the company's investments, including equity securities held by the Investment segment and other investments across various segments Investments (Investment Segment) This subsection details the Investment segment's equity securities, securities sold not yet purchased, and unrealized gains and losses Investment Segment Equity Securities (June 30, 2025, in millions) | Business Sector | Amount | | :---------------- | :----- | | Communications | $171 | | Consumer, cyclical| $91 | | Energy | $52 | | Utilities | $685 | | Healthcare | $378 | | Materials | $276 | | Industrial | $286 | | Total | $1,939 | Investment Segment Securities Sold, Not Yet Purchased (June 30, 2025, in millions) | Business Sector | Amount | | :-------------- | :----- | | Energy | $452 | | Utilities | $544 | | Total | $996 | Unrealized Gains and (Losses) on Securities Held by Investment Segment (in millions) | Period | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Three Months Ended June 30 | $11 | $(86) | | Six Months Ended June 30 | $(204) | $(360) | Other Segments and Holding Company This subsection lists investments held by other operating segments and the holding company, including equity method and debt investments Investments Held by Other Segments and Holding Company (in millions) | Category | June 30, 2025 | December 31, 2024 | | :---------------------------------------- | :------------ | :---------------- | | Equity method investments | $19 | $24 | | Held to maturity debt investments | $11 | $11 | | Other investments measured at fair value | $3 | $3 | | Total | $33 | $38 | Note 5. Fair Value Measurements This note explains the company's fair value hierarchy for assets and liabilities and details recurring and non-recurring fair value measurements - The company classifies assets and liabilities measured at fair value into a three-level hierarchy based on market price observability: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs requiring significant management judgment)[64][65][66][67] Assets and Liabilities Measured at Fair Value on a Recurring Basis This subsection presents a detailed breakdown of assets and liabilities measured at fair value across different hierarchy levels Assets and Liabilities Measured at Fair Value (June 30, 2025, in millions) | Category | Level 1 | Level 2 | Level 3 | Total | | :---------------------------------------- | :------ | :------ | :------ | :------ | | Assets: | | | | | | Investments | $1,901 | $— | $41 | $1,942 | | Derivative assets, net | $— | $8 | $— | $8 | | Total Assets | $1,901| $8 | $41 | $1,950| | Liabilities: | | | | | | Securities sold, not yet purchased | $996 | $— | $— | $996 | | Derivative liabilities, net | $— | $1,062 | $— | $1,062 | | RFS obligations | $— | $548 | $— | $548 | | Total Liabilities | $996| $1,610| $— | $2,606| Assets Measured at Fair Value on a Non-Recurring Basis (Level 3) This subsection describes a specific non-recurring fair value measurement using Level 3 inputs for an equity interest - CVR Partners performed a non-recurring fair value measurement of the equity interest received from the 45Q Transaction, using market and discounted cash flow approaches with Level 3 inputs[70] Note 6. Financial Instruments This note details the various financial instruments used by the company's Investment and Energy segments, including derivatives, for risk management and capital appreciation Investment Segment Financial Instruments This subsection describes the types of financial instruments traded by the Investment Funds and their notional exposure, fair values, and recognized gains or losses - The Investment Funds trade various financial instruments, including futures, forwards, options, swaps, and securities sold not yet purchased, for capital appreciation or as economic hedges[71] Investment Segment Derivative Notional Exposure (June 30, 2025, in millions) | Primary Underlying Risk | Long Notional Exposure | Short Notional Exposure | | :---------------------- | :--------------------- | :---------------------- | | Equity contracts | $1,728 | $2,249 | | Credit contracts | $— | $40 | | Commodity contracts | $— | $315 | Investment Segment Derivative Fair Values (June 30, 2025, in millions) | Category | Derivative Assets | Derivative Liabilities | | :---------------- | :---------------- | :--------------------- | | Equity contracts | $109 | $1,154 | | Credit contracts | $3 | $— | | Commodity contracts | $3 | $21 | | Sub-total | $115 | $1,175 | | Netting across contract types | $(112) | $(113) | | Total | $3 | $1,062 | Investment Segment Derivative Gains (Losses) Recognized in Income (Six Months Ended June 30, in millions) | Primary Underlying Risk | 2025 | 2024 | | :---------------------- | :------ | :------ | | Equity contracts | $(261) | $(211) | | Credit contracts | $3 | $(26) | | Commodity contracts | $(38) | $(17) | | Total | $(296)| $(254)| Energy Segment Financial Instruments This subsection explains CVR Energy's use of commodity derivative transactions to manage price risk and fix margins - CVR Energy uses commodity derivative transactions (futures, swaps, forward contracts) to manage price risk on crude oil and other inventories and to fix margins on future sales and purchases[87] Energy Segment Derivative Gains (Losses) Recognized in Income (in millions) | Period | 2025 | 2024 | | :------------------------------------ | :--- | :--- | | Three Months Ended June 30 | $4 | $23 | | Six Months Ended June 30 | $19 | $5 | Note 7. Inventories, Net This note provides a breakdown of the company's net inventory by category, including raw materials, work in process, and finished goods Inventories, Net (in millions) | Category | June 30, 2025 | December 31, 2024 | | :-------------- | :------------ | :---------------- | | Raw materials | $314 | $293 | | Work in process | $90 | $92 | | Finished goods | $501 | $512 | | Total | $905 | $897 | Note 8. Goodwill and Intangible Assets, Net This note details the company's goodwill by segment and a breakdown of intangible assets, including definite-lived and indefinite-lived assets, along with amortization expense Goodwill by Segment (June 30, 2025, in millions) | Segment | Gross Carrying Amount | Accumulated Impairment | Net Carrying Value | | :-------------- | :-------------------- | :--------------------- | :----------------- | | Automotive | $337 | $(87) | $250 | | Food Packaging | $6 | $— | $6 | | Home Fashion | $24 | $(3) | $21 | | Pharma | $13 | $— | $13 | | Total | $380 | $(90) | $290 | Intangible Assets, Net (June 30, 2025, in millions) | Category | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | | :------------------------ | :-------------------- | :----------------------- | :----------------- | | Definite-lived intangible assets: | | | | | Customer relationships | $392 | $(258) | $134 | | Developed technology | $254 | $(132) | $122 | | Other | $164 | $(115) | $49 | | Indefinite-lived intangible assets | N/A | N/A | $76 | | Intangible assets, net| $810 | $(505) | $381 | Amortization Expense (in millions) | Period | 2025 | 2024 | | :------------------------------------ | :--- | :--- | | Three Months Ended June 30 | $14 | $15 | | Six Months Ended June 30 | $28 | $29 | Note 9. Leases This note provides information on the company's operating and finance leases, including right-of-use assets, lease liabilities, and lease costs across segments All Segments and Holding Company Leases This subsection details the company's lease arrangements, including right-of-use assets, lease liabilities, and total lease costs by category and segment - The company has operating and finance leases primarily within its Automotive, Energy, and Food Packaging segments, with right-of-use assets and related liabilities recorded for leases exceeding twelve months[96] Right-of-Use Assets and Lease Liabilities (in millions) | Category | June 30, 2025 | December 31, 2024 | | :---------------------------------------- | :------------ | :---------------- | | Operating Leases: Right-of-use assets | $499 | $527 | | Operating Leases: Lease liabilities | $503 | $530 | | Financing Leases: Right-of-use assets | $81 | $72 | | Financing Leases: Lease liabilities | $92 | $83 | Total Lease Cost (Six Months Ended June 30, in millions) | Category | 2025 | 2024 | | :---------------------------------------- | :--- | :--- | | Operating lease cost | $89 | $86 | | Amortization of financing lease ROU assets| $5 | $4 | | Interest expense on financing lease liabilities | $5 | $3 | | Total Lease Cost | $99| $93| - The Automotive segment accounted for $67 million and $68 million of total lease cost for the six months ended June 30, 2025 and 2024, respectively[100] Lessor Arrangements This subsection reports operating lease revenues generated by the Automotive and Real Estate segments Automotive Segment Operating Lease Revenues (Six Months Ended June 30, in millions) | Year | Revenue | | :--- | :------ | | 2025 | $22 | | 2024 | $30 | Real Estate Segment Operating Lease Revenues (Six Months Ended June 30, in millions) | Year | Revenue | | :--- | :------ | | 2025 | $5 | | 2024 | $5 | Note 10. Debt This note provides a comprehensive overview of the company's debt, including total debt by segment, recent repurchases, prepayments, and compliance with debt covenants Total Debt by Segment (in millions) | Segment | June 30, 2025 | December 31, 2024 | | :-------------- | :------------ | :---------------- | | Holding Company | $4,664 | $4,699 | | Energy | $1,861 | $1,919 | | Automotive | $25 | $31 | | Food Packaging | $147 | $144 | | Real Estate | $1 | $1 | | Home Fashion | $15 | $15 | | Total Debt | $6,713 | $6,809 | Holding Company Debt This subsection details recent debt repurchases by the Holding Company - In June 2025, the Holding Company repurchased approximately $35 million aggregate principal amount of its 9.000% senior notes due 2030 for $32 million cash[105] Energy Segment Debt This subsection describes debt prepayments and available credit under ABL Credit Agreements for the Energy segment - In June 2025, certain Energy segment subsidiaries prepaid $70 million of the senior secured term loan facility, resulting in a $1 million loss on extinguishment of debt[106] - As of June 30, 2025, total availability under CVR Energy's and CVR Partners' ABL Credit Agreements aggregated to $324 million[107] Debt Covenants This subsection confirms the company's compliance with debt covenants and notes a recent amendment for Viskase - The company and all subsidiaries are currently in compliance with all debt covenants and restrictions[109] - In July 2025, Viskase amended its credit agreement to waive financial covenant defaults for the period ended June 30, 2025, and consented to its merger with Enzon Pharmaceuticals, Inc[109] Non-Cash Charges to Interest Expense This subsection presents the amortization of deferred financing costs and debt discounts/premiums Amortization of Deferred Financing Costs and Debt Discounts/Premiums (in millions) | Period | 2025 | 2024 | | :------------------------------------ | :--- | :--- | | Three Months Ended June 30 | $2 | $1 | | Six Months Ended June 30 | $3 | $2 | Note 11. Net Income (Loss) Per LP Unit This note details the calculation of net loss attributable to limited partners and per LP unit, along with information on LP unit transactions Net Loss Attributable to Limited Partners and Per LP Unit (Six Months Ended June 30, in millions, except per unit amounts) | Metric | 2025 | 2024 | | :---------------------------------------- | :------ | :------ | | Net loss attributable to Icahn Enterprises| $(587) | $(369) | | Net loss attributable to limited partners | $(576) | $(362) | | Basic and Diluted loss per LP unit | $(1.08) | $(0.82) | | Basic and Diluted weighted average LP units outstanding | 534 | 440 | LP Unit Transactions This subsection provides information on quarterly distributions, at-the-market offerings, and the company's repurchase program for senior notes and depositary units - During the six months ended June 30, 2025, the company declared two quarterly distributions of $0.50 per depositary unit, with unitholders having the option to receive cash or additional units. Aggregate cash distributions totaled $151 million[112][113] - During the three and six months ended June 30, 2025, the company sold 3,811,992 depositary units through at-the-market offerings, generating $33 million in gross proceeds[114] - As of June 30, 2025, the company is authorized to repurchase up to $450 million of senior notes and $500 million of outstanding depositary units under its Repurchase Program. During the six months ended June 30, 2025, $35 million of senior notes were repurchased[115] Note 12. Segment Reporting This note presents financial information by operating segment, including condensed statements of operations, disaggregation of revenue, and condensed balance sheets, to aid in performance assessment - Segment information is reported based on industries and investment strategies, with the Chairman of the Board of Directors reviewing financial information for resource allocation and performance assessment[116][117] Segment Condensed Statements of Operations This subsection provides a breakdown of net income (loss) attributable to Icahn Enterprises by each operating segment Net (Loss) Income Attributable to Icahn Enterprises by Segment (Six Months Ended June 30, in millions) | Segment | 2025 | 2024 | Change (Absolute) | Change (%) | | :-------------- | :------ | :------ | :---------------- | :--------- | | Investment | $(240) | $(280) | $40 | -14.3% | | Energy | $(170) | $57 | $(227) | -398.2% | | Automotive | $(52) | $(2) | $(50) | 2500.0% | | Food Packaging | $(16) | $3 | $(19) | -633.3% | | Real Estate | $39 | $(2) | $41 | -2050.0% | | Home Fashion | $(4) | $(1) | $(3) | 300.0% | | Pharma | $2 | $4 | $(2) | -50.0% | | Holding Company | $(146) | $(148) | $2 | -1.4% | | Consolidated| $(587)| $(369)| $(218) | 59.1% | Disaggregation of Revenue This subsection disaggregates net sales for the Energy segment by product category and total revenue for the Automotive segment by service and parts Energy Segment Net Sales (Six Months Ended June 30, in millions) | Product Category | 2025 | 2024 | Change (Absolute) | Change (%) | | :------------------------ | :------ | :------ | :---------------- | :--------- | | Petroleum products | $3,033 | $3,510 | $(477) | -13.6% | | Renewable products | $64 | $58 | $6 | 10.3% | | Nitrogen fertilizer products| $310 | $261 | $49 | 18.8% | | Total | $3,407| $3,829| $(422) | -11.0% | Automotive Segment Total Revenue from Customers (Six Months Ended June 30, in millions) | Category | 2025 | 2024 | Change (Absolute) | Change (%) | | :---------------- | :------ | :------ | :---------------- | :--------- | | Automotive Services | $688 | $719 | $(31) | -4.3% | | Aftermarket Parts | $2 | $18 | $(16) | -88.9% | | Total | $690| $737| $(47) | -6.4% | Segment Condensed Balance Sheets This subsection provides a breakdown of total assets for each operating segment Total Assets by Segment (June 30, 2025, in millions) | Segment | Total Assets | | :-------------- | :----------- | | Investment | $5,714 | | Energy | $4,439 | | Automotive | $1,829 | | Food Packaging | $430 | | Real Estate | $483 | | Home Fashion | $224 | | Pharma | $253 | | Holding Company | $1,467 | | Consolidated| $14,839 | Note 13. Income Taxes This note presents the company's income tax benefit or expense and effective tax rate, along with explanations for deviations from the statutory rate Income Tax Benefit (Expense) and Effective Tax Rate (Six Months Ended June 30, in millions) | Metric | 2025 | 2024 | | :---------------------- | :------ | :------ | | Pre-tax loss | $(900) | $(501) | | Income tax benefit (expense) | $119 | $(11) | | Effective income tax rate | 13.0% | (2.2)% | - The effective tax rate was lower than the statutory federal rate of 21% primarily due to changes in the valuation allowance and partnership losses for which there was no tax benefit[130] Note 14. Changes in Accumulated Other Comprehensive Loss This note details the changes in accumulated other comprehensive loss, including translation adjustments and post-retirement benefits Changes in Accumulated Other Comprehensive Loss (in millions) | Category | December 31, 2024 | Other Comprehensive Loss, Net of Tax (6M 2025) | June 30, 2025 | | :---------------------------- | :---------------- | :--------------------------------------------- | :------------ | | Translation Adjustments, Net of Tax | $(40) | $9 | $(31) | | Post-Retirement Benefits, Net of Tax | $(21) | $2 | $(19) | | Total | $(61) | $11 | $(50) | Note 15. Other Income, Net This note provides a breakdown of other income, net, including equity earnings, foreign currency transactions, and gains on debt extinguishment Other Income, Net (Six Months Ended June 30, in millions) | Category | 2025 | 2024 | | :---------------------------------------- | :--- | :--- | | Equity earnings from non-consolidated affiliates | $2 | $7 | | Foreign currency transaction (loss) gain | $1 | $(2) | | Gain on extinguishment of debt, net | $3 | $(2) | | Other | $17 | $3 | | Total | $23| $6 | Note 16. Commitments and Contingencies This note outlines the company's various commitments and contingencies, including environmental matters, RFS obligations, litigation, and pension liabilities Environmental Matters This subsection reports the company's consolidated environmental liabilities, primarily within the Energy segment - Consolidated environmental liabilities were $3 million as of both June 30, 2025, and December 31, 2024, primarily within the Energy segment[133] Energy Segment Commitments and Contingencies This subsection details the Energy segment's obligations under the Renewable Fuel Standard (RFS), SRE petitions, and a joint venture for 45Q tax credits - CVR Energy's obligated-party subsidiaries are subject to the Renewable Fuel Standard (RFS) and have submitted Small Refinery Exemption (SRE) petitions for 2017-2025, which are in various stages of review[134][135][136][137] Energy Segment RFS Expense (Benefit) (Six Months Ended June 30, in millions) | Year | RFS Expense (Benefit) | | :--- | :-------------------- | | 2025 | $246 | | 2024 | $(21) | Energy Segment RFS Position (in millions) | Date | RFS Position | | :--------------- | :----------- | | June 30, 2025 | $548 | | December 31, 2024| $323 | - CVR Energy entered into a joint venture for 45Q tax credits, obligating CVR Partners to meet minimum carbon dioxide supply quantities and potentially incur fees up to $15 million per year, capped at $45 million, for non-performance[140] Litigation This subsection provides an update on a specific lawsuit involving a CVR Energy subsidiary and Exxon Mobil Corporation - A CVR Energy subsidiary entered a stipulation with Exxon Mobil Corporation (XOM) in May 2025 regarding a lawsuit disputing an alleged guaranty, extending deadlines until late July 2025[142] Other Matters This subsection discusses pension liabilities, indemnification agreements, and a U.S. Attorney's office inquiry related to corporate governance - As a member of Mr. Icahn's controlled group, the company is subject to pension liabilities of other entities, including Viskase, whose pension plan was underfunded by approximately $21 million as of June 30, 2025[143][144][146] - Starfire Holding Corporation indemnifies the company from certain pension funding or termination liabilities, with a covenant not to reduce its net worth below $250 million through distributions[148] - Icahn Enterprises L.P. was contacted by the U.S. Attorney's office for the Southern District of New York on May 3, 2023, seeking information related to corporate governance, capitalization, securities offerings, and other matters, and has produced documents in response[149] Note 17. Supplemental Cash Flow Information This note provides additional details on cash payments for interest and income taxes Supplemental Cash Flow Information (Six Months Ended June 30, in millions) | Category | 2025 | 2024 | | :---------------------------- | :------ | :------ | | Cash payments for interest | $(248) | $(185) | | Cash payments for income taxes, net of payments | $(1) | $(62) | Note 18. Subsequent Events This note discloses significant events that occurred after the reporting period, including debt prepayments, repurchases, distributions, and new legislation - In July 2025, the Energy segment's Term Loan Borrowers prepaid an additional $20 million in principal amount of the Term Loan[151] - In July 2025, the company repurchased approximately $15 million aggregate principal amount of its 9.000% senior notes due 2030 for $14 million cash[152] - On August 1, 2025, a quarterly distribution of $0.50 per depositary unit was declared, payable on or about September 24, 2025, with an option for cash or additional units[153] - The One Big Beautiful Bill Act was signed into law in July 2025, permanently extending provisions of the 2017 Tax Cuts and Jobs Act, and the company is assessing its impact[154] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, detailing performance by individual reporting segment, recent developments, and liquidity. It highlights the impact of market conditions, strategic initiatives, and regulatory changes on the company's diverse business segments Executive Overview This section provides an introduction to the company's diversified business model and highlights recent strategic developments and transactions Introduction This subsection introduces Icahn Enterprises L.P. as a diversified holding company and details Mr. Carl C. Icahn's ownership and control - Icahn Enterprises L.P. is a diversified holding company with subsidiaries in Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion, and Pharma[157] - Mr. Carl C. Icahn indirectly owns and controls the general partner and approximately 86% of the outstanding depositary units as of June 30, 2025[158] Recent Developments This subsection outlines key recent events, including acquisitions, mergers, and strategic considerations for various segments - In March 2025, the company acquired an additional 7,142,858 shares of Viskase common stock for $15 million, increasing its ownership to approximately 91%[159] - Viskase entered into a merger agreement with Enzon Pharmaceuticals, Inc. on June 20, 2025, expected to close in Q4 2025, after which the company anticipates owning approximately 91% of the combined entity[160] - The company is considering potential strategic transactions for CVR Energy and its subsidiaries, including acquisitions of refining assets and strategic options for CVR Partners[161][163] Results of Operations This section analyzes the consolidated financial performance and provides a detailed review of each operating segment's results, highlighting key drivers and changes - Consolidated financial results are primarily affected by the performance of the Investment Funds and the Energy segment, which is impacted by product demand and pricing[167] Consolidated Financial Results This subsection presents the consolidated net income (loss) attributable to Icahn Enterprises, broken down by segment Consolidated Net Income (Loss) Attributable to Icahn Enterprises by Segment (Six Months Ended June 30, in millions) | Segment | 2025 | 2024 | Change (Absolute) | Change (%) | | :-------------- | :------ | :------ | :---------------- | :--------- | | Investment | $(240) | $(280) | $40 | -14.3% | | Holding Company | $(146) | $(148) | $2 | -1.4% | | Energy | $(170) | $57 | $(227) | -398.2% | | Automotive | $(52) | $(2) | $(50) | 2500.0% | | Food Packaging | $(16) | $3 | $(19) | -633.3% | | Real Estate | $39 | $(2) | $41 | -2050.0% | | Home Fashion | $(4) | $(1) | $(3) | 300.0% | | Pharma | $2 | $4 | $(2) | -50.0% | | Consolidated| $(587)| $(369)| $(218) | 59.1% | Investment Segment Performance This subsection discusses the Investment segment's performance, driven by allocated funds and underlying investment results, and identifies key drivers of negative performance - The Investment segment's results are driven by allocated funds and underlying investment performance, which can be volatile due to market conditions and exposure changes[170] Investment Funds' Returns (Six Months Ended June 30) | Year | Return | | :--- | :----- | | 2025 | (8.9)% | | 2024 | (8.8)% | - For the six months ended June 30, 2025, negative performance was driven by net losses in long positions (primarily healthcare and industrials, $(376) million) and short positions (primarily energy and utilities, $(144) million, and broad market hedges, $(63) million)[177] Energy Segment Performance This subsection analyzes the Energy segment's performance, focusing on net sales, cost of goods sold, gross profit, and the impact of petroleum business and RFS compliance costs - The petroleum business, accounting for approximately 89% of Energy segment net sales in 2025, is affected by refined product prices, crude oil costs, and RFS compliance costs, which are highly volatile[180][181][182] Energy Segment Net Sales, Cost of Goods Sold, and Gross Profit (Six Months Ended June 30, in millions) | Metric | 2025 | 2024 | Change (Absolute) | Change (%) | | :---------------- | :------ | :------ | :---------------- | :--------- | | Net sales | $3,407 | $3,829 | $(422) | -11.0% | | Cost of goods sold| $3,587 | $3,635 | $(48) | -1.3% | | Gross (loss) profit | $(180) | $194 | $(374) | -192.8% | | Gross margin | (5)% | 5% | -10% | -200.0% | - The decrease in net sales was primarily due to a $477 million decrease in the petroleum business from lower sales volumes due to planned maintenance at the Coffeyville Refinery[187] - The decrease in gross profit and margin was mainly attributable to the petroleum business, driven by increased RFS expenses of $309 million and unfavorable sales volume impacts from planned maintenance[188] Automotive Segment Performance This subsection discusses the Automotive segment's transformation, strategic priorities, and performance metrics, including net sales, expenses, and gross profit - The Automotive segment is undergoing a multi-year transformation, including the separation of Automotive Services and Aftermarket Parts businesses, and exited the Aftermarket Parts business in Q1 2025[190][191] - Strategic priorities include positioning Automotive Services for the 'do-it-for-me' market, optimizing store footprint, investing in capital projects for leasing revenue, and improving customer experience and employee development[193] Automotive Segment Net Sales and Other Revenues from Operations, Cost of Goods Sold and Other Expenses from Operations, and Gross Profit (Six Months Ended June 30, in millions) | Metric | 2025 | 2024 | Change (Absolute) | Change (%) | | :---------------------------------------- | :------ | :------ | :---------------- | :--------- | | Net sales and other revenues from operations | $690 | $737 | $(47) | -6.4% | | Cost of goods sold and other expenses from operations | $514 | $521 | $(7) | -1.3% | | Gross profit | $176 | $216 | $(40) | -18.5% | | Gross margin | 26% | 29% | -3% | -10.3% | - The decrease in revenues was due to a $31 million decrease in Automotive Services and a $16 million decrease from exiting the Aftermarket Parts business[198] - The decline in gross margin was primarily due to strategic investments in labor[199] Food Packaging Segment Performance This subsection details the Food Packaging segment's restructuring plan, including expenses, asset impairment charges, and changes in net sales and gross margin - The Food Packaging segment commenced a restructuring plan in Q1 2025 to enhance operational efficiency, including consolidating North American facilities and investing in upgraded equipment. This resulted in $5 million in restructuring expenses and $12 million in asset impairment charges for the six months ended June 30, 2025[201] - Net sales for the six months ended June 30, 2025, decreased by $15 million (7%) compared to the prior year, primarily due to lower volumes ($6 million) and a decrease in price ($9 million)[203] - Gross margin as a percentage of net sales was 14% for the six months ended June 30, 2025, down from 19% in the prior year[203] Real Estate Segment Performance This subsection discusses the Real Estate segment's property sales, resulting gains, and changes in net sales and gross margin - The Real Estate segment is actively marketing certain properties for sale and closed on the sale of a country club in June 2025, resulting in a $47 million gain[205] - Net sales for the six months ended June 30, 2025, decreased by $10 million (91%) due to a decrease in single-family home sales[208] - Gross margin as a percentage of net sales was 0% for the six months ended June 30, 2025, down from 27% in the prior year[208] Home Fashion Segment Performance This subsection analyzes the Home Fashion segment's net sales growth, driven by increased demand, and changes in gross margin due to customer mix - Net sales for the six months ended June 30, 2025, increased by $3 million (4%) compared to the prior year, primarily due to higher demand from the UK hospitality and international business[212] - Gross margin as a percentage of net sales was 23% for the six months ended June 30, 2025, down from 25% in the prior year, mainly due to customer mix[212] Pharma Segment Performance This subsection discusses the Pharma segment's competitive landscape, international expansion efforts, and changes in net sales and gross margin - In 2025, two competitors launched generic products for the Pharma segment's weight loss treatment in the U.S., anticipated to cause a moderate reduction in prescription volume[214] - The Pharma segment has launched its weight loss treatment in the UAE and several EU countries, with plans for further expansion to offset lost U.S. revenue[216] - Net sales for the six months ended June 30, 2025, increased by $7 million (14%) compared to the prior year, primarily due to higher prescription growth[218] - Gross margin as a percentage of net sales was 48% for the six months ended June 30, 2025, up from 43% in the prior year[218] Holding Company Results of Operations This subsection states that the Holding Company's results primarily reflect interest expense on its senior notes - The Holding Company's results primarily reflect interest expense on its senior notes[219] Other Consolidated Results of Operations This subsection analyzes changes in consolidated selling, general and administrative costs and interest expense, identifying key contributing segments Consolidated Selling, General and Administrative Costs (Six Months Ended June 30, in millions) | Year | SG&A Costs | Change (Absolute) | Change (%) | | :--- | :--------- | :---------------- | :--------- | | 2025 | $408 | $32 | 9.0% | | 2024 | $376 | N/A | N/A | - The increase in SG&A was primarily due to higher costs in the Automotive segment ($17 million, mainly marketing and payroll) and the Energy segment ($9 million)[221] Consolidated Interest Expense (Six Months Ended June 30, in millions) | Year | Interest Expense | Change (Absolute) | Change (%) | | :--- | :--------------- | :---------------- | :--------- | | 2025 | $257 | $7 | 3.0% | | 2024 | $264 | N/A | N/A | - The increase in interest expense was primarily due to higher costs in the Holding Company ($13 million) and Energy segment ($12 million), partially offset by lower interest expense in the Investment segment ($34 million)[223] Liquidity and Capital Resources This section discusses the company's liquidity and capital resources, including cash flow sources, debt, and borrowing availability across the Holding Company and various segments Holding Company Liquidity This subsection describes the Holding Company's cash flow sources, cash and debt balances, and the impact of CVR Energy's dividend suspension - The Holding Company's cash flow depends on divestitures, equity offerings, debt financings, interest income, returns from Investment Funds, and funds from subsidiaries[225] - As of June 30, 2025, the Holding Company had approximately $1.1 billion in cash and cash equivalents, $4.7 billion in total debt, and $2.4 billion in investments in the Investment Funds[226] - CVR Energy suspended its cash dividend in October 2024 and continued not to pay dividends in Q1 and Q2 2025, reducing the Holding Company's cash flow[225] Holding Company Borrowings and Availability This subsection details the Holding Company's outstanding senior notes, debt covenants, recent repurchases, equity offerings, and cash distributions Holding Company Aggregate Outstanding Senior Notes (in millions) | Senior Notes Due | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :---------------- | | 6.250% due 2026 | $750 | $750 | | 5.250% due 2027 | $1,455 | $1,455 | | 4.375% due 2029 | $750 | $750 | | 9.750% due 2029 | $700 | $700 | | 10.000% due 2029 | $500 | $500 | | 9.000% due 2030 | $750 | $750 | | Total Face Amount| $4,905 | $4,905 | | Less: Unamortized discounts, premiums, and debt issuance costs | $(10) | $(10) | | Less: Notes held in treasury | $(231) | $(196) | | Total Debt | $4,664 | $4,699 | - The indentures governing senior notes restrict cash distributions, equity interest purchases, and debt incurrence, but all notes are now secured, providing more capacity for additional unsecured indebtedness[231] - In June 2025, the company repurchased approximately $35 million aggregate principal amount of its 9.000% senior notes due 2030 for $32 million cash[235] - During the six months ended June 30, 2025, the company sold 3,811,992 depositary units through at-the-market offerings, generating $33 million in gross proceeds[236] - During the six months ended June 30, 2025, $151 million in cash distributions were made to depositary unitholders[237] - As of June 30, 2025, the company is authorized to repurchase up to $450 million of senior notes and $500 million of outstanding depositary units under its Repurchase Program[239] Investment Segment Liquidity This subsection provides details on cash held at consolidated affiliated partnerships, the Investment Funds' notional exposure, and redemptions by Mr. Icahn and his affiliates Cash Held at Consolidated Affiliated Partnerships (in millions) | Date | Amount | | :--------------- | :----- | | June 30, 2025 | $691 | | December 31, 2024| $915 | - As of June 30, 2025, the Investment Funds had a net long notional exposure of 2%, with 102% long exposure (54% fair value, 48% forwards/swaps) and 100% short exposure (28% fair value, 72% broad market index swaps/CDS/commodity contracts)[242][243] - Mr. Icahn and his affiliates redeemed $208 million from their personal interests in the Investment Funds, paid on April 16, 2025[248] Other Segment Liquidity This subsection presents cash and cash equivalents, debt, and additional borrowing availability for the company's other operating segments Other Segment Cash and Cash Equivalents (in millions) | Segment | June 30, 2025 | December 31, 2024 | | :-------------- | :------------ | :---------------- | | Energy | $596 | $987 | | Automotive | $32 | $133 | | Food Packaging | $9 | $6 | | Real Estate | $32 | $25 | | Home Fashion | $3 | $4 | | Pharma | $33 | $42 | | Total | $705 | $1,197 | Other Segment Debt (in millions) | Segment | June 30, 2025 | December 31, 2024 | | :-------------- | :------------ | :---------------- | | Energy | $1,861 | $1,919 | | Automotive | $25 | $31 | | Food Packaging | $147 | $144 | | Real Estate | $1 | $1 | | Home Fashion | $15 | $15 | | Total | $2,049 | $2,110 | - In June 2025, Energy segment subsidiaries prepaid $70 million of the Term Loan, and an additional $20 million was prepaid in July 2025[250] - All subsidiaries were in compliance with debt covenants as of June 30, 2025, with Viskase receiving an amendment to its credit agreement in July 2025[251] Additional Borrowing Availability by Segment (June 30, 2025, in millions) | Segment | Availability | | :-------------- | :----------- | | Energy | $324 | | Food Packaging | $7 | | Home Fashion | $3 | | Total | $334 | Consolidated Cash Flows This subsection summarizes consolidated cash flows by activity and details cash movements between the Holding Company and operating segments, as well as capital expenditures Consolidated Cash Flow Summary by Activity (Six Months Ended June 30, in millions) | Activity | 2025 | 2024 | | :---------------- | :------ | :------ | | Operating Activities| $93 | $642 | | Investing Activities| $(304) | $(167) | | Financing Activities| $(550) | $(758) | - Holding Company's cash from operating segments (6M 2025) included $79 million from Real Estate, $28 million from Automotive, $23 million from Pharma, and $1 million from CVR Partners[258] - Holding Company's cash to operating segments (6M 2025) included $22 million to Real Estate, $25 million to Automotive, and $5 million to Home Fashion[259] - Payments to acquire additional interests in subsidiaries (6M 2025) totaled $87 million, including $65 million for CVR Energy, $7 million for CVR Partners, and $15 million for Viskase[260] - Other operating segments' cash flows from operating activities decreased primarily due to a decline in the Energy segment's petroleum business sales volume margin and changes in working capital from planned refinery maintenance[262] - Capital expenditures for other operating segments (6M 2025) were $184 million, and turnaround expenditures were $191 million, primarily for the Energy and Automotive segments[263] Critical Accounting Estimates This section states that critical accounting estimates remain consistent with those reported in the prior annual filing - Critical accounting estimates are consistent with those described in the Annual Report on Form 10-K for the year ended December 31, 2024[269] Recently Issued Accounting Standards This section refers to Note 2 for information on recently issued accounting pronouncements - Information on recently issued accounting pronouncements is discussed in Note 2, 'Basis of Presentation and Summary of Significant Accounting Policies'[270] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the company's exposure to market risks, primarily focusing on the Investment segment's sensitivities to fair value movements of its investments and the methods used to manage these risks Market Risk This subsection identifies the Investment segment's market risk exposure from fair value movements of investments and quantifies the potential impact of adverse changes - The predominant market risk exposure relates to the Investment segment and the fair value movements of its investments, which include securities owned, securities sold not yet purchased, and derivatives[272][273][274] - A 10% adverse change in the fair value of these investments (as of June 30, 2025) would negatively impact securities owned by approximately $194 million, securities sold not yet purchased by $100 million, and derivatives by $445 million. However, the impact on the company's share of net gain (loss) from investment activities would be less due to its approximately 68% interest in the Investment Funds[274] Item 4. Controls and Procedures Management's evaluation of the effectiveness of disclosure controls and procedures concluded they are effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter Changes in Internal Control Over Financial Reporting This subsection confirms that there have been no material changes in the company's internal control over financial reporting during the quarter - There have been no material changes in the company's internal control over financial reporting during the quarter ended June 30, 2025[276] PART II. OTHER INFORMATION This part covers legal proceedings, risk factors, equity security sales, changes in governance, and a list of exhibits Item 1. Legal Proceedings This section refers to Note 16 for details on legal proceedings and states that there were no material changes compared to the Annual Report on Form 10-K, except for those disclosed in Note 18 - The company is subject to litigation in the normal course of business, with details provided in Note 16, 'Commitments and Contingencies'[279] - There were no material changes to lawsuits and proceedings compared to the Annual Report on Form 10-K for the year ended December 31, 2024, except for those disclosed in Note 18[279] Item 1A. Risk Factors This section states that there were no material changes to the company's risk factors during the three months ended June 30, 2025, compared to those reported in the Annual Report on Form 10-K - No material changes to risk factors occurred during the three months ended June 30, 2025, compared to those reported in the Annual Report on Form 10-K for the year ended December 31, 2024[280] Item 2. Unregistered Sales of Equity Securities and Use or Proceeds This section reports that the company did not repurchase any depositary units under its approved repurchase program during the last fiscal quarter - The company did not repurchase any depositary units pursuant to its approved repurchase program during the last fiscal quarter[282] Item 5. Other Information This section provides updates on changes to the Board of Directors, including the resignations of Brett Icahn and Alvin B. Krongard, and the appointment of Denise Barton to the Audit Committee. It also confirms no Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers - Brett Icahn resigned from the Board of Directors, effective August 4, 2025, to focus on other roles and portfolio investments[283