Good afternoon, and welcome to the Icahn Enterprises L.P. Q3 2021 Earnings Call with Jesse Lynn, General Counsel; Aris Kekedjian, President and CEO; and David Willetts Chief Financial Officer. I would now like to hand the call over to Jesse Lynn, who will read the opening statement.

Thank you, operator. The Private Securities Litigation Reform Act of 1995 provides a Safe Harbor for forward-looking statements we make in this presentation, including statements regarding our future performance and plans for our businesses and potential acquisitions. Forward-looking statements may be identified by words such as expects, anticipates, intends, plans, believes, seeks, estimates, will or words of similar meaning and include but are not limited to statements about the expected future business and financial performance of Icahn Enterprise L.P. and its subsidiaries. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors that are discussed in our filings with the Securities and Exchange Commission, including economic, competitive, legal and other factors including the severity, magnitude and duration of the COVID-19 pandemic. Accordingly, there is no assurance that our expectations will be realized. We assume no obligation to update or revise any forward-looking statements should circumstances change except as otherwise required by law. This presentation also includes certain non-GAAP financial measures. A reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in the back of this presentation. I'll now turn it over to Aris Kekedjian, our Chief Executive Officer.

Thanks, Jesse. Good afternoon and welcome to the Third Quarter 2021 Icahn Enterprises earnings conference call. Joining me on today's call is David Willetts, our Chief Financial Officer. I will begin by providing some brief highlights. David will then provide an in-depth review of our financial results and the performance of our business segments. We will then be available to address your questions. Before I begin my comments on the quarter I would like to acknowledge that on October 27, IEP officially launched a tender offer to acquire 100% of the shares of Southwest Gas Holdings for $75 a share. Given the active nature of this campaign, we will not be addressing the details of the proposal or any associated proxy contest on this call and would refer you to the public filings and statements made in recent weeks. I would like to highlight however that the Southwest Gas campaign is reflective of a long and successful track record of activism at IEP which has contributed to the long-term performance of our depositary units. We have the capital flexibility and brand recognition to maximize the activist strategy. This track record has allowed IEP to pay 66 consecutive distributions to its unitholders since 2005, while increasing the distribution over time. On November 1, 2021 the IEP Board declared a $2 quarterly distribution payable in cash or additional units. This represents a healthy annual yield of almost 14%. In the year 2000, Icahn Enterprises began to expand its business beyond traditional real estate activities and to fully embrace the activist strategy. Today IEP is one of the last activists because barriers to entry to this lucrative area are extremely high. This is due to the fact that money in most activist hedge funds is not permanent. Often it would be activist hedge…

Thank you Aris. I will now discuss overall IEP results, segment highlights and our balance sheet. IEP's overall performance on a revenue, adjusted EBITDA and net income basis is up strongly in Q3 and Q3 year-to-date versus prior year. I'd refer you to the chart on the upper right, which shows the year-over-year improvement on adjusted EBITDA attributable to IEP which for the quarter is $638 million and for the year $1.9 billion. This page shows a breakout of our performance by operating segment, showing a year-over-year comparison of net income and adjusted EBITDA attributable to IEP for the quarter and year-to-date. As you look to the companies with only one or two exceptions we've improved in Q3 and Q3 year-to-date on a year-over-year basis in each one of our segments. Okay. The investment funds have had a positive 8.8% return for year-to-date Q3 with a slightly negative return of 1.8% for Q3 2021. Both figures were up considerably from 2020 performance which had negative returns of 18.8% and 11.8% in the comparable prior year periods. Long positions had a negative performance attribution of 1.6% in Q3 2021, while short positions and admin expenses drove a negative performance attribution of approximately 0.2%. Since inception in November 2004 through the end of Q3 2021, the Investment Funds gross return is approximately 87.9% or 3.8% annualized. The Investment Funds had a net short notional exposure of 11% at the end of Q3 2021 compared to a net long notional exposure of 5% at the end of Q2 2021. Our investments in the funds, was approximately $4.6 billion, as of September 30th 2021. And now to our Energy segment. In Q3 2021 our Energy segment reported net sales of $1.9 billion, compared to $1 billion in the prior year period. Consolidated adjusted EBITDA…

[Operator Instructions] Your first question comes from the line of Dan Fannon with Jefferies.

Thanks. Good afternoon. I wanted to just talk about the differentiation in the hedging strategy. I believe you mentioned this year is slightly different than what you've done in the past. If you could just expand a bit, I think macro hedges before I just want to get into the specifics of what is actually different?

Well, I'll give you some idea just to give you some context. I mean, if you look at first quarter and second quarter of last year, we were net short 73% and 48%. Year-end last year, we're net short 52%. So we had significant broad market hedges in place in 2020. Those have come down significantly. While we are still a hedged company and continue to hedge as part of our strategy, as part of our active strategy, it's much more formulaic approach that is focused on single names and industry hedges, more so than it is on broader market hedges than it was in 2020.

Got it. And then the difference between in credit any -- where you're short in the credit side, is that still through CDS, or are there other -- is it more specific industry stuff or other things, just trying to differentiate between equity and credit within that strategy?

Yes. The credit position is primarily CMBX. We have increased our position a little bit over the last year, but the majority of the credit position is a CMBX position -- portfolio position.

Okay. And then just on the Auto segment and the real estate optimization, thanks for the stats around the leases that have been signed. But any update or what's left in terms of what is still vacant or how much progress has been made in terms of what was the peak in terms of vacancies versus kind of where you sit? And as I said what's kind of left to still potentially rent out?

Sure. So when we take a look at the -- there's approximately 216 properties that we own, that we've been focusing on throughout really 2020 and 2021. When we take a look at what's left right now in terms of vacant properties or properties that are undervalued and we're actively seeking to release. it's about 56. So, 56 versus the 216 we're -- cross your fingers, we're getting close to the end of the line, although the last ones are always the toughest ones to actually get leased out.

Understood. And I know you're limited on what you can say around the Southwest transaction, but I was curious, if this would be part of your Energy segment, or as you think about the successful completion of that at a later date, would that be a separate new subsidiary, or is there some strategic benefit to existing parts of the Icahn portfolio?

I think as a general rule, it would become part of a segment, a wholly owned segment if we own more than 50% and control it. But I'll be on that I'm not going to comment.

Okay. All right. Thank you.

Your next question comes from Andrew Berg with Post Advisory Group.

Thanks, guys. If we can just go back to the investment portfolio, on your short exposure, can you break out what -- how much is short equity versus short credit? I think at the end of last quarter, it was 83% short equity and like 20% short credit, or do we need to wait for the Q to get that?

Last quarter, I think we were not at 86%. I think we were 24% long in credit -- sorry long in equities and about 18% short in credit. This quarter we're about 9% long in equities and about 20% short in credit.

Okay. And with the change in the approach on automotive, can you just give us a better sense of how each of those valuations were determined? I'm assuming you probably were taking a multiple for the services and the parts business, but then the -- on the real estate just help us get a better understanding of how you came up that point as well?

Sure. And you're referring to the net asset value?

Yes, the net asset value as you guys reported, since you broke it out into three pieces.

Yes. Services and the Parts Group have been valued at a book value basis. Certainly, if those mature and get closer to some form of transaction we might reevaluate how we're doing that. But the real estate portfolio is evaluated frankly much more on a real estate-appropriate method looking at discounted cash flows fair market values on a property-by-property basis and cap rates. All of the details are spelled out in a fairly lengthy footnote in the earnings release. But the only thing that was valued differently was the real estate given the substantial change and that's done on the real estate logic.

Okay. And you said you had 56 properties remaining out of 200 and how many?

216.

216?

Yes.

Okay. And you would hope to get those leased out over -- should we be thinking six months? Nine months? A year?

I hesitate to give you a date. Certainly, my own desire is as soon as possible, but oftentimes it is a very location-by-location-specific marketing plan. So certainly think of Q4, Q1, Q2 as the optimal window to do that in, but we can't commit to that obviously.

Okay. At the holding company on a sequential basis, I believe your cash was down by about $300 million or so. Can you just give us a sense of where that capital went? What that was deployed for?

Sure. There are always puts and takes. And when we take a look quarter-to-quarter it's moving within what we'd consider to be a normal range. I think the only notable item in Q3 we had an external facility at the Automotive Group roughly $375 million. We removed that facility which was an external one and we put our own cash into that as debt. We didn't do that because frankly we wanted to but the fees that we're being charged just seemed in excess of what's reasonable. And as we get through the transformation and have a distinct audited financials for each segment we'd certainly look to get a more market-appropriate external debt in -- sometime in 2022. Does that help Andrew?

So just -- yes it just turns into an intercompany that you'll get paid back over some period I guess is the way to think of that?

Correct.

Okay. And then lastly with respect to PSC congratulations on the sale. $290 million was the number listed that I think it was a bit of an earnout to go with that. Can you give us any sense of what the net proceeds will be to you guys? I'm not sure if there's tax leakage on that or whether losses mean the $290 million is kind of you're going to get all of it almost...

In terms of cash proceeds?

Yes.

There's a -- $290 million is the deal value and then there's a working capital adjustment that will work through the system over the next several months until closing. But we estimate it's plus or minus in the $300 million to $305 million $310 million range.

Will be the cash you receive and there's no we don't have to think about tax leakage there?

Our estimate right now is it's a relatively de minimis cash tax issue…

Okay.

$0.5 million or so.

All right. Perfect. Appreciate it guys. Thank you very much.

You’re welcome, Andrew.

Thank you.

Your next question comes from Chapin Mechem with Northeast Investors.

Hi, guys. Thanks for taking my question. This is regarding this case. I noticed just on the sales side they seem down slightly versus last year and also versus last quarter. And I'm assuming that's about volumes. I'm wondering if there's any color you can provide on that? Is it sort of like a temporary COVID-related issue that could be made up for, or is it more of like a sustainable decrease in end demand?

Well, this case is an unusual company in terms of their volume during COVID went up.

Right.

There was a premium placed on sausage and similar products. So volumes last year were really at what we consider to be a peak. This year you don't have the benefit of that headwind. And we have a maintenance issue -- planned maintenance activity where we've had to take a line down in one of our plants in Arkansas which is reducing our overall volumes. So, I would treat it as I'm sorry in Q3 they're taking down overall volumes. So, I would take a look at a headwind that's not going to repeat in terms of COVID bump last year as well as more of a maintenance issue that's reduced in Q3 and we'll be getting that lined up over the course of Q4 and Q1.

Great. Thanks. And then just anything else on the pricing? I mean I know you touched -- you talked about it. It sounds like it's going to be a first half of 2022 get some price increases through. I mean are customers receptive to that understanding what everyone is going through with input cost increases?

I'll put it this way. It's a grieving process, right? We're dealing with core raw material commodity increases and distribution costs. And many of our contracts unfortunately were not structured to contemplate this degree of inflation that we're feeling. So, surcharges have gone into place. We're talking customer-by-customer about the appropriate increase that we can get through this year, but given the raft of contract expirations really through Q4, Q1, Q2, and a little bit of Q3 next year we would expect our pricing to start to snap back into line with what is really appropriate given our cost position.

Great. Thank you so much. Appreciate it.

You're welcome.

There are no further questions at this time. I'll now turn it over to Aris Kekedjian for the closing remarks.

Well, thank you for attending our Q3 earnings call today. We very much enjoy the time and we look forward to regrouping once again for our Q4 results in a couple -- in three months' time. And with that, I'd like to wish everyone a happy afternoon.

This concludes today's conference call. Thank you for participating. You may now disconnect.