ICAHN ENTERPRISES L.P. 10-K

Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Partners Icahn Enterprises L.P. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Icahn Enterprises L.P. (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule included under Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 25, 2022 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/GRANT THORNTON LLP ​ We have served as the Partnership’s auditor since 2004. ​ Fort Lauderdale, Florida February 25, 2022 ​ 52 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 ​ ​ (in millions, except unit amounts) ASSETS ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 2,321 ​ $ 1,679 Cash held at consolidated affiliated partnerships and restricted cash ​ 2,115 ​ 1,612 Investments ​ 9,151 ​ 8,913 Due from brokers ​ 5,530 ​ 3,437 Accounts receivable, net ​ 546 ​ 501 Inventories ​ 1,478 ​ 1,580 Property, plant and equipment, net ​ 4,085 ​ 4,228 Derivative assets, net ​ ​ 612 ​ ​ 785 Goodwill ​ 290 ​ 294 Intangible assets, net ​ 595 ​ 660 Other assets ​ 1,023 ​ 1,300 Total Assets ​ $ 27,746 ​ $ 24,989 LIABILITIES AND EQUITY ​ ​ Accounts payable ​ $ 805 ​ $ 738 Accrued expenses and other liabilities ​ 1,778 ​ 1,588 Deferred tax liabilities ​ 390 ​ 568 Derivative liabilities, net ​ 787 ​ 639 Securities sold, not yet purchased, at fair value ​ 5,340 ​ 2,521 Due to brokers ​ 1,611 ​ 1,618 Debt ​ 7,692 ​ 8,059 Total liabilities ​ 18,403 ​ 15,731 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 17) ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ Limited partners: Depositary units: 293,403,243 units issued and outstanding at December 31, 2021 and 241,338,835 units issued and outstanding at December 31, 2020 ​ 4,298 ​ 4,236 General partner ​ ( 754 ) ​ ( 853 ) Equity attributable to Icahn Enterprises ​ 3,544 ​ 3,383 Equity attributable to non-controlling interests ​ 5,799 ​ 5,875 Total equity ​ 9,343 ​ 9,258 Total Liabilities and Equity ​ $ 27,746 ​ $ 24,989 ​ See notes to consolidated financial statements. ​ 53 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions, except per unit amounts) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 10,304 ​ $ 6,815 ​ $ 9,722 Other revenues from operations ​ 637 ​ 608 ​ 666 Net gain (loss) from investment activities ​ 193 ​ ( 1,421 ) ​ ( 1,931 ) Interest and dividend income ​ 137 ​ 169 ​ 265 Gain (loss) on disposition of assets, net ​ 141 ​ ( 17 ) ​ 253 Other (loss) income, net ​ ( 84 ) ​ ( 31 ) ​ 19 ​ ​ 11,328 ​ 6,123 ​ 8,994 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ 9,481 ​ 6,320 ​ 8,205 Other expenses from operations ​ 513 ​ 487 ​ 528 Selling, general and administrative ​ 1,241 ​ 1,191 ​ 1,375 Restructuring, net ​ 5 ​ 10 ​ 18 Impairment ​ — ​ 11 ​ 2 Interest expense ​ 666 ​ 688 ​ 605 ​ ​ 11,906 ​ 8,707 ​ 10,733 Loss before income tax benefit (expense) ​ ( 578 ) ​ ( 2,584 ) ​ ( 1,739 ) Income tax benefit (expense) ​ 78 ​ 116 ​ ( 20 ) Loss from continuing operations ​ ( 500 ) ​ ( 2,468 ) ​ ( 1,759 ) Loss from discontinued operations ​ — ​ — ​ ( 32 ) Net loss ​ ( 500 ) ​ ( 2,468 ) ​ ( 1,791 ) Less: net income (loss) attributable to non-controlling interests ​ 18 ​ ( 815 ) ​ ( 693 ) Net loss attributable to Icahn Enterprises ​ $ ( 518 ) ​ $ ( 1,653 ) ​ $ ( 1,098 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Icahn Enterprises from: ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ ( 518 ) ​ $ ( 1,653 ) ​ $ ( 1,066 ) Discontinued operations ​ — ​ — ​ ( 32 ) ​ ​ $ ( 518 ) ​ $ ( 1,653 ) ​ $ ( 1,098 ) Net (loss) income attributable to Icahn Enterprises allocated to: ​ ​ ​ ​ ​ ​ ​ ​ ​ Limited partners ​ $ ( 604 ) ​ $ ( 1,620 ) ​ $ ( 1,076 ) General partner ​ 86 ​ ( 33 ) ​ ( 22 ) ​ ​ $ ( 518 ) ​ $ ( 1,653 ) ​ $ ( 1,098 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted loss per LP unit: ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ ( 2.32 ) ​ $ ( 7.33 ) ​ $ ( 5.23 ) Discontinued operations ​ — ​ — ​ ( 0.15 ) Basic and diluted loss per LP unit ​ $ ( 2.32 ) ​ $ ( 7.33 ) ​ $ ( 5.38 ) Basic and diluted weighted average LP units outstanding ​ 260 ​ 221 ​ 200 Distributions declared per LP unit ​ $ 8.00 ​ $ 8.00 ​ $ 8.00 ​ See notes to consolidated financial statements. ​ 54 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions) Net loss ​ $ ( 500 ) ​ $ ( 2,468 ) ​ $ ( 1,791 ) Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ Translation adjustments ​ ( 7 ) ​ 4 ​ ( 2 ) Post-retirement benefits and other ​ 13 ​ ( 5 ) ​ 3 Other comprehensive income (loss), net of tax ​ 6 ​ ( 1 ) ​ 1 Comprehensive loss ​ ( 494 ) ​ ( 2,469 ) ​ ( 1,790 ) Less: Comprehensive income (loss) attributable to non-controlling interests ​ 19 ​ ( 815 ) ​ ( 693 ) Comprehensive loss attributable to Icahn Enterprises ​ $ ( 513 ) ​ $ ( 1,654 ) ​ $ ( 1,097 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive (loss) income attributable to Icahn Enterprises allocated to: ​ ​ ​ ​ Limited partners ​ $ ( 599 ) ​ $ ( 1,621 ) ​ $ ( 1,075 ) General partner ​ 86 ​ ( 33 ) ​ ( 22 ) ​ ​ $ ( 513 ) ​ $ ( 1,654 ) ​ $ ( 1,097 ) ​ See notes to consolidated financial statements. ​ 55 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Attributable to Icahn Enterprises ​ ​ ​ ​ ​ ​ ​ General ​ Limited ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Partner’s ​ Partners’ ​ Total Partners’ ​ controlling ​ ​ ​ (Deficit) Equity Equity Equity Interests Total Equity ​ ​ (in millions) Balance, December 31, 2018 ​ $ ( 790 ) ​ $ 7,350 ​ $ 6,560 ​ $ 6,420 ​ $ 12,980 Net loss ​ ​ ( 22 ) ​ ( 1,076 ) ​ ( 1,098 ) ​ ( 693 ) ​ ( 1,791 ) Other comprehensive income ​ — ​ 1 ​ 1 ​ — ​ 1 Partnership distributions ​ ( 2 ) ​ ( 110 ) ​ ( 112 ) ​ — ​ ( 112 ) Partnership contributions ​ ​ 1 ​ 54 ​ 55 ​ — ​ 55 Investment segment contributions ​ — ​ — ​ — ​ 220 ​ 220 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 119 ) ​ ( 119 ) Changes in subsidiary equity and other ​ 1 ​ 49 ​ 50 ​ ( 342 ) ​ ( 292 ) Balance, December 31, 2019 ​ ( 812 ) ​ 6,268 ​ 5,456 ​ 5,486 ​ 10,942 Net loss ​ ( 33 ) ​ ( 1,620 ) ​ ( 1,653 ) ​ ( 815 ) ​ ( 2,468 ) Other comprehensive loss ​ — ​ ( 1 ) ​ ( 1 ) ​ — ​ ( 1 ) Partnership distributions ​ ( 10 ) ​ ( 516 ) ​ ( 526 ) ​ — ​ ( 526 ) Partnership contributions ​ ​ 2 ​ 100 ​ 102 ​ — ​ 102 Investment segment contributions ​ — ​ — ​ — ​ 1,253 ​ 1,253 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 36 ) ​ ( 36 ) Changes in subsidiary equity and other ​ — ​ 5 ​ 5 ​ ( 13 ) ​ ( 8 ) Balance, December 31, 2020 ​ ( 853 ) ​ 4,236 ​ 3,383 ​ 5,875 ​ 9,258 Net income (loss) ​ 86 ​ ( 604 ) ​ ( 518 ) ​ 18 ​ ( 500 ) Other comprehensive income ​ — ​ 5 ​ 5 ​ 1 ​ 6 Partnership distributions ​ ( 3 ) ​ ( 132 ) ​ ( 135 ) ​ — ​ ( 135 ) Partnership contributions ​ 17 ​ 825 ​ 842 ​ — ​ 842 Investment segment contributions ​ — ​ — ​ — ​ 76 ​ 76 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 175 ) ​ ( 175 ) Changes in subsidiary equity and other ​ ( 1 ) ​ ( 32 ) ​ ( 33 ) ​ 4 ​ ( 29 ) Balance, December 31, 2021 ​ $ ( 754 ) ​ $ 4,298 ​ $ 3,544 ​ $ 5,799 ​ $ 9,343 ​ See notes to consolidated financial statements. ​ 56 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 500 ) $ ( 2,468 ) $ ( 1,791 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ Loss from discontinued operations ​ — ​ — ​ 32 Net (gain) loss from securities transactions ​ ( 1,206 ) ​ 926 ​ ( 570 ) Purchases of securities ​ ( 2,158 ) ​ ( 1,945 ) ​ ( 4,948 ) Proceeds from sales of securities ​ 4,172 ​ 4,040 ​ 3,648 Payments to cover securities sold, not yet purchased ​ ( 2,775 ) ​ ( 2,336 ) ​ ( 938 ) Proceeds from securities sold, not yet purchased ​ 4,025 ​ 2,913 ​ 1,523 Changes in receivables and payables relating to securities transactions ​ ( 2,035 ) ​ ( 1,880 ) ​ ( 220 ) Changes in derivative assets and liabilities ​ 321 ​ ( 433 ) ​ 1,181 (Gain) loss on disposition of assets, net ​ ( 141 ) ​ 17 ​ ( 253 ) Depreciation and amortization ​ 517 ​ 510 ​ 519 Deferred taxes ​ ( 168 ) ​ ( 49 ) ​ ( 89 ) Inventory write-down ​ ​ 59 ​ ​ 59 ​ ​ — Other, net ​ 50 ​ 12 ​ 18 Changes in other operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ ( 110 ) ​ 28 ​ ( 33 ) Inventories ​ ( 83 ) ​ 147 ​ ( 20 ) Other assets ​ 24 ​ 30 ​ 356 Accounts payable ​ 77 ​ ( 162 ) ​ 145 Accrued expenses and other liabilities ​ 252 ​ 175 ​ ( 20 ) Net cash provided by (used in) operating activities ​ 321 ​ ( 416 ) ​ ( 1,460 ) Cash flows from investing activities: ​ ​ ​ Capital expenditures ​ ( 305 ) ​ ( 199 ) ​ ( 250 ) Turnaround expenditures ​ ​ ( 5 ) ​ ​ ( 159 ) ​ ​ ( 38 ) Acquisition of businesses, net of cash acquired ​ ( 20 ) ​ ( 8 ) ​ ( 39 ) Purchases of investments ​ — ​ ( 337 ) ​ ( 50 ) Proceeds from sale of investments ​ 445 ​ 98 ​ 458 Proceeds from disposition of businesses and assets ​ 414 ​ 25 ​ 505 Other, net ​ ( 1 ) ​ ( 1 ) ​ — Net cash provided by (used in) investing activities ​ 528 ​ ( 581 ) ​ 586 Cash flows from financing activities: ​ ​ ​ Investment segment contributions from non-controlling interests ​ 74 ​ 13 ​ 220 Partnership contributions ​ 835 ​ 102 ​ 55 Partnership distributions ​ ( 134 ) ​ ( 526 ) ​ ( 112 ) Purchase of additional interests in consolidated subsidiaries ​ — ​ — ​ ( 241 ) Dividends and distributions to non-controlling interests in subsidiaries ​ ( 101 ) ​ ( 36 ) ​ ( 119 ) Proceeds from Holding Company senior unsecured notes ​ 1,214 ​ 866 ​ 2,507 Repayments of Holding Company senior unsecured notes ​ ( 1,205 ) ​ ( 1,350 ) ​ ( 1,700 ) Proceeds from subsidiary borrowings ​ 1,165 ​ 1,946 ​ 810 Repayments of subsidiary borrowings ​ ( 1,545 ) ​ ( 1,644 ) ​ ( 847 ) Other, net ​ ( 10 ) ​ ( 24 ) ​ ( 7 ) Net cash provided by (used in) financing activities ​ 293 ​ ( 653 ) ​ 566 Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents ​ 3 ​ ( 4 ) ​ ( 2 ) Add back change in cash and restricted cash of assets held for sale ​ — ​ — ​ ( 83 ) Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents ​ 1,145 ​ ( 1,654 ) ​ ( 393 ) Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period ​ 3,291 ​ 4,945 ​ 5,338 Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period ​ $ 4,436 ​ $ 3,291 ​ $ 4,945 ​ See notes to consolidated financial statements. ​ ​ 57 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 Icahn Enterprises and its subsidiaries, unless the context otherwise requires. Icahn Enterprises owns a 99 % limited partner interest in Icahn Enterprises Holdings L.P. (“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 December 31, 2021, representing an aggregate 1.99 % general partner interest in Icahn Enterprises Holdings and us. Mr. Icahn and his affiliates owned approximately 88 % of our outstanding depositary units as of December 31, 2021. Description of 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. In addition, we operated our Metals segment until sold in December 2021. 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. Our historical results also report the results of our Mining segment, until sold on August 1, 2019. See Note 13, “Segment and Geographic 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 are 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 market value of approximately $ 4.2 billion and $ 4.3 billion as of December 31, 2021 and 2020, respectively. Energy We conduct our Energy segment through our majority owned subsidiary, CVR Energy, Inc. (“CVR Energy”). CVR Energy is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses through its holdings in CVR Refining, LP (“CVR Refining”) and CVR Partners, LP (“CVR Partners”), respectively. CVR Refining is an independent petroleum refiner and marketer of high value transportation fuels. CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate and ammonia. CVR Energy has a general partner interest in each of CVR Refining and CVR Partners. In addition, CVR Energy is the sole limited partner of CVR Refining and owns approximately 36 % of the outstanding common units of CVR Partners as of December 31, 2021. As of December 31, 2021, we owned approximately 71 % of the total outstanding common stock of CVR Energy. On January 29, 2019, CVR Energy, pursuant to the exercise of its right to purchase all of the issued and outstanding common units in CVR Refining, purchased the remaining common units of CVR Refining not already owned by CVR 58 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Energy, including the purchase of CVR Refining common units owned directly by us. Prior to this, CVR Energy owned approximately 81 % of the common units of CVR Refining and we directly owned approximately 4 % of the common units of CVR Refining. As a result of exercising its purchase right, as of January 29, 2019, CVR Energy owns all of the common units of CVR Refining and we no longer have any direct ownership in CVR Refining. In addition, the common units of CVR Refining have subsequently ceased to be publicly traded or listed on the New York Stock Exchange or any other national securities exchange. The remaining common units of CVR Refining acquired in this transaction were purchased for $ 241 million, excluding the amount paid by CVR Energy to us for the common units of CVR Refining directly owned by us. Automotive We conduct our Automotive segment through our wholly-owned subsidiary, Icahn Automotive Group LLC (“Icahn Automotive”). Icahn Automotive is engaged in the retail and wholesale distribution of automotive parts in the aftermarket (“aftermarket parts”) as well as providing automotive repair and maintenance services (“automotive services”) to its customers. Icahn Automotive’s aftermarket parts and automotive services businesses serve different customer channels and have distinct strategies, opportunities and requirements and therefore are operated as two independent operating companies, each with its own Chief Executive Officer and management teams, and both of which are supported by a central shared service group. 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. In October 2020, Viskase completed an equity private placement whereby we acquired an additional 50,000,000 shares of Viskase common stock for $ 100 million. In connection with this transaction, our ownership of Viskase increased from approximately 79 % to 89 %. Real Estate Our Real Estate segment consists primarily of investment properties, the development and sale of single-family homes and the management of a country club. Home Fashion We conduct our Home Fashion segment through our wholly-owned subsidiary, WestPoint Home LLC (“WPH”). WPH’s business consists of manufacturing, sourcing, marketing, distributing and selling home fashion consumer products. Pharma We conduct our Pharma segment through our wholly owned subsidiary, Vivus LLC (“Vivus”). We acquired all of the outstanding commons stock of Vivus in December 2020 upon its emergence from bankruptcy. Vivus is a specialty pharmaceutical company with two approved therapies and one product candidate in active clinical development. Prior to Vivus’ emergence from bankruptcy, we held an investment in Vivus’ convertible corporate debt securities with a fair value of $ 183 million. In addition to the fair value of the convertible corporate debt securities, our total consideration transferred included an exit financing facility of $ 81 million and a contingent liability of $ 3 million. The $ 81 million exit financing facility replaced an existing $ 63 million term loan previously held by us. 59 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Metals We conducted our Metals segment through our indirect wholly-owned subsidiary, PSC Metals, LLC (“PSC Metals”). PSC Metals is principally engaged in the business of collecting, processing and selling ferrous and non-ferrous metals, as well as the processing and distribution of steel pipe and plate products. PSC Metals collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers . On December 7, 2021, we closed on the previously announced sale of 100 % of the equity interests in PSC Metals. In connection with this sale, we received proceeds of $ 323 million and recorded a pretax gain on disposition of assets of $ 163 million in the fourth quarter of 2021. As a result of the sale of PSC Metals, we no longer operate a Metals segment. Mining We conducted our Mining segment through our majority owned subsidiary, Ferrous Resources Ltd. (“Ferrous Resources”). Ferrous Resources acquired certain rights to iron ore mineral resources in Brazil and develops mining operations and related infrastructure to produce and sell iron ore products to the global steel industry. Prior to the sale of Ferrous Resources, as discussed below, we owned approximately 77 % of its total outstanding common stock. On August 1, 2019, we closed on the previously announced sale of Ferrous Resources. Our proportionate share of the cash proceeds from the sale, net of adjustments, was $ 463 million. As a result of the sale of Ferrous Resources, our Mining segment recorded a pretax gain on disposition of assets of $ 252 million in 2019. Subsequent to the sale, we no longer operate an active Mining segment. 2. Basis of Presentation and Summary of Significant Accounting Policies The audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). 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 intend to structure our investments to continue to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended. Events beyond our control, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in our inadvertently becoming an investment company that is required to register under the Investment Company Act. Our sales of Federal-Mogul LLC, Tropicana Entertainment Inc., American Railcar Industries, Inc. and Ferrous Resources in recent years did not result in our being considered an investment company. However, additional transactions involving the sale of certain assets could result in our being considered an investment company. Following such events or transactions, an exemption under the Investment Company Act would provide us up to one year to take steps to avoid becoming classified as an investment company. We expect to take steps to avoid becoming classified as an investment company, but no assurance can be made that we will successfully be able to take the steps necessary to avoid becoming classified as an investment company. Principles of Consolidation Our 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 60 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS following: (1) for voting interest entities, including limited partnerships and similar entities that are not VIEs, we consolidate these entities in which we own a majority of the voting interests; and (2) for VIEs, we consolidate these entities in which we are the primary beneficiary. See below for a discussion of our VIEs. Kick-out rights, which are the rights underlying the limited partners’ ability to dissolve the limited partnership or otherwise remove the general partners, held through voting interests of partnerships and similar entities that are not VIEs are considered the equivalent of the equity interests of corporations that are not VIEs. Except for our Investment segment and Holding Company, for equity investments in which we own 50% or less but greater than 20%, we generally account for such investments using the equity method. All other equity investments are accounted for at fair value. 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. Discontinued Operations and Held For Sale We classify assets and liabilities as held for sale when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn. In accordance with U.S. GAAP, we classify operations as discontinued when they meet all the criteria to be classified as held for sale and when the sale represents a strategic shift that will have a major impact on our financial condition and results of operations. Use of Estimates in Preparation of Financial Statements The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Due to the inherent uncertainty involved in making estimates, actual results may differ from the estimates and assumptions used in preparing the consolidated financial statements. 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 61 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are deemed to be reasonable estimates of their fair values because of their short-term nature. See Note 4, “Investments,” and Note 5, “Fair Value Measurements,” for a detailed discussion of our investments and other non-financial assets and/or liabilities. The fair value of our long-term debt is based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. The carrying value and estimated fair value of our debt as of December 31, 2021 was approximately $ 7.7 billion and $ 7.8 billion, respectively. The carrying value and estimated fair value of our debt as of December 31, 2020 was approximately $ 8.1 billion and $ 8.2 billion, respectively. Acquisitions of Businesses We account for business combinations under the acquisition method of accounting (other than acquisitions of businesses under common control), which requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date including our estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable. In valuing our acquisitions, we estimate fair values based on industry data and trends and by reference to relevant market rates and transactions, and discounted cash flow valuation methods, among other factors. The discount rates used were commensurate with the inherent risks associated with each type of asset and the level and timing of cash flows appropriately reflect market participant assumptions. The primary items that generate goodwill include the value of the synergies between the acquired company and our existing businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Acquisition, Investments and Disposition of Entities under Common Control Acquisitions or investments of entities under common control are reflected in a manner similar to pooling of interests. The general partner’s capital account or non-controlling interests, as applicable, are charged or credited for the difference between the consideration we pay for the entity and the related entity’s basis prior to our acquisition or investment. Net gains or losses of an acquired entity prior to its acquisition or investment date are allocated to the general partner’s capital account or non-controlling interests, as applicable. In allocating gains and losses upon the sale of a previously acquired common control entity, we allocate a gain or loss for financial reporting purposes by first restoring the general partner’s capital account or non-controlling interests, as applicable, for the cumulative charges or credits relating to prior periods recorded at the time of our acquisition or investment and then allocating the remaining gain or loss (“Common Control Gains or Losses”) among our general partner, limited partners and non-controlling interests, as applicable, in accordance with their respective ownership percentages. In the case of acquisitions of entities under common control, such Common Control Gains or Losses are allocated in accordance with their respective partnership percentages under the Amended and Restated Agreement of Limited Partnership dated as of May 12, 1987, as amended from time to time (together with the partnership agreement of Icahn Enterprises Holdings, the “Partnership Agreement”) (i.e., 98.01 % to the limited partners and 1.99 % to the general partner). Cash Flow Cash and cash equivalents and restricted cash and restricted cash equivalents in our consolidated statements of cash flows is comprised of (i) cash and cash equivalents and (ii) cash held at consolidated affiliated partnerships and restricted cash. 62 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash and Cash Equivalents We consider short-term investments, which are highly liquid with original maturities of three months or less at date of purchase, to be cash equivalents. Cash Held at Consolidated Affiliated Partnerships and Restricted Cash Our cash held at consolidated affiliated partnerships balance was $ 102 million and $ 686 million as of December 31, 2021 and 2020, respectively. Cash held at consolidated affiliated partnerships relates to our Investment segment and consists of cash and cash equivalents held by the Investment Funds that, although not legally restricted, is not available to fund the general liquidity needs of the Investment segment or Icahn Enterprises. Our restricted cash balance was $ 2,013 million and $ 926 million as of December 31, 2021 and 2020, respectively. Restricted cash includes, but is not limited to, our Investment segment’s cash pledged and held for margin requirements on derivative transactions. Investments and Related Transactions Investment Investment Transactions and Related Investment Income (Loss). Investment transactions of the Investment Funds are recorded on a trade date basis. Realized gains or losses on sales of investments are based on the first-in, first-out or the specific identification method. Realized and unrealized gains or losses on investments are recorded in the consolidated statements of operations. Interest income and expenses are recorded on an accrual basis and dividends are recorded on the ex-dividend date. Premiums and discounts on fixed income securities are amortized using the effective yield method. Investments held by our Investment segment are carried at fair value. Our Investment segment applies the fair value option to those investments that are otherwise subject to the equity method of accounting. Valuation of Investments. Securities of the Investment Funds that are listed on a securities exchange are valued at their last sales price on the primary securities exchange on which such securities are traded on such date. Securities that are not listed on any exchange but are traded over-the-counter are valued at the mean between the last “bid” and “ask” price for such security on such date. Securities and other instruments for which market quotes are not readily available are valued at fair value as determined in good faith by the Investment Funds. Foreign Currency Transactions. The books and records of the Investment Funds are maintained in U.S. dollars. Assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Transactions during the period denominated in currencies other than U.S. dollars are translated at the rate of exchange applicable on the date of the transaction. Foreign currency translation gains and losses are recorded in the consolidated statements of operations. The Investment Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities. Such fluctuations are reflected in net gain (loss) from investment activities in the consolidated statements of operations. Fair Values of Financial Instruments. The fair values of the Investment Funds’ assets and liabilities that qualify as financial instruments under applicable U.S. GAAP approximate the carrying amounts presented in the consolidated balance sheets. Securities Sold, Not Yet Purchased. The Investment Funds may sell an investment they do not own in anticipation of a decline in the fair value of that investment. When the Investment Funds sell an investment short, they must borrow the 63 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS investment sold short and deliver it to the broker-dealer through which they made the short sale. A gain, limited to the price at which the Investment Funds sold the investment short, or a loss, unlimited in amount, will be recognized upon the cover of the short sale. Due From Brokers. Due from brokers represents cash balances with the Investment Funds’ clearing brokers. These funds as well as fully-paid for and marginable securities are essentially restricted to the extent that they serve as collateral against securities sold, not yet purchased. Due from brokers may also include unrestricted balances with derivative counterparties. Due To Brokers. Due to brokers represents margin debit balances collateralized by certain of the Investment Funds’ investments in securities. Other Segments and Holding Company Investments in equity securities are carried at fair value with the unrealized gains or losses reflected in the consolidated statements of operations. For purposes of determining gains and losses, the cost of securities is based on specific identification. Dividend income is recorded on the ex-dividend date and interest income is recognized when earned. Fair Value Option for Financial Assets and Financial Liabilities The fair value option gives entities the option to measure eligible financial assets, financial liabilities and firm commitments at fair value (i.e., the fair value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value pursuant to the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 825, Financial Instrument s. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. Subsequent changes in fair value must be recorded in earnings. In estimating the fair value for financial instruments for which the fair value option has been elected, we use the valuation methodologies in accordance to where the financial instruments are classified within the fair value hierarchy as discussed in Note 5, “Fair Value Measurements.” For our Investment segment, we apply the fair value option to our investments that would otherwise be accounted under the equity method. Derivatives From time to time, our subsidiaries enter into derivative contracts, including purchased and written option contracts, swap contracts, futures contracts and forward contracts. U.S. GAAP requires recognition of all derivatives as either assets or liabilities in the balance sheet at their fair value. The accounting for changes in fair value depends on the intended use of the derivative and its resulting designation. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item or are deferred and reported as a component of accumulated other comprehensive loss and subsequently recognized in earnings when the hedged item affects earnings. The change in fair value of the ineffective portion of a financial instrument, determined using the hypothetical derivative method, is recognized in earnings immediately. The gain or loss related to financial instruments that are not designated as hedges are recognized immediately in earnings. Cash flows related to hedging activities are included in the operating section of the consolidated statements of cash flows. For further information regarding our derivative contracts, see Note 6, “Financial Instruments.” 64 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounts Receivable, Net Accounts receivable, net consists of trade receivables from customers, including contract assets when we have an unconditional right to receive consideration. An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the consolidated financial statements, assessments of collectability based on an evaluation of historic and anticipated trends, the financial condition of our customers, and an evaluation of the impact of economic conditions. Inventories Energy Our Energy segment inventories consist primarily of domestic and foreign crude oil, blending stock and components, work in progress, fertilizer products, and refined fuels and by-products. Inventories are valued at the lower of FIFO cost, or net realizable value for fertilizer products, refined fuels and by-products for all periods presented. Refinery unfinished and finished products inventory values were determined using the ability-to-bear process, whereby raw materials and production costs are allocated to work-in-process and finished goods based on their relative fair values. Other inventories, including other raw materials, spare parts and supplies, are valued at the lower of moving-average cost, which approximates FIFO, or net realizable value. The cost of inventories includes inbound freight costs. Automotive, Food Packaging, Home Fashion and Pharma Our Automotive, Food Packaging, Home Fashion and Pharma segments’ inventories are stated at the lower of cost or net realizable value. Cost is determined by using the first-in, first-out basis method (“FIFO”), except for our Automotive and Pharma segment, which also utilizes weighted-average cost. Our Automotive segment also determines cost using the last-in, first-out method for certain of its subsidiaries. Inventory recorded using the last-in, first-out method was $ 264 million and $ 555 million as of December 31, 2021 and 2020, respectively, all of which relates to finished goods. The cost of manufactured goods includes the cost of direct materials, labor and manufacturing overhead. Our Automotive, Food Packaging, Home Fashion and Pharma segments write-down inventory for estimated excess, slow-moving and obsolete inventory as well as inventory whose carrying value is in excess of net realizable value. Metals As disclosed above, we sold PSC Metals in December 2021. For December 31, 2020, our Metals segment inventories are stated at the lower of cost or net realizable value. Cost is determined using the average cost method. The production and accounting process utilized by our Metals segment to record recycled metals inventory quantities relies on significant estimates. Our Metals segment relies upon perpetual inventory records that utilize estimated recoveries and yields that are based upon historical trends and periodic tests for certain unprocessed metal commodities. Over time, these estimates are reasonably good indicators of what is ultimately produced; however, actual recoveries and yields can vary depending on product quality, moisture content and source of the unprocessed metal. To assist in validating the reasonableness of the estimates, our Metals segment performs periodic physical inventories which involve the use of estimation techniques. Physical inventories may detect significant variations in volume, but because of variations in product density and production processes utilized to manufacture the product, physical inventories will not generally detect smaller variations. To help mitigate this risk, our Metals segment adjusts its physical inventories when the volume of a commodity is low and a physical inventory can more accurately estimate the remaining volume. Long-Lived Assets Long-lived assets such as property, plant, and equipment, and definite-lived intangible assets are recorded at cost or fair value established at acquisition, less accumulated depreciation or amortization, unless the expected future use of the assets indicate a lower value is appropriate. Long-lived assets are evaluated for impairment when impairment indicators 65 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS exist. An evaluation of impairment consists of reviewing the carrying value of a long-lived asset for recoverability. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying value of a long-lived asset is not determined to be recoverable, a fair value assessment is performed. If the carrying amount of the asset exceeds its fair value, an impairment loss is recognized in accordance with U.S. GAAP. Depreciation and amortization are computed principally by the straight-line method for financial reporting purposes. Land and construction in progress are stated at the lower of cost or net realizable value. Interest is capitalized on expenditures for long-term projects until a salable or ready-for-use condition is reached. The interest capitalization rate is based on the interest rate on specific borrowings to fund the projects. Costs for planned major maintenance activities (“turnarounds”) for our Energy segment represent major maintenance activities that require shutdown of significant parts of a plant to perform necessary inspection, cleaning, repairs, and replacement of assets. Our Energy segment’s turnaround expenditures are deferred for its petroleum business and expensed as incurred for its nitrogen fertilizer business. Turnarounds generally occur every four to five years for our Energy segment’s refineries and every two to three years for its nitrogen fertilizer plants. Deferred turnaround costs, net of accumulated amortization, are included in other assets in the consolidated financial statements. Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets primarily include trademarks and brand names acquired in acquisitions. For a complete discussion of the impairment of goodwill and indefinite-lived intangible assets related to our various segments, see Note 9, “Goodwill and Intangible Assets, Net.” Goodwill Goodwill is determined as the excess of the fair value of consideration transferred in a business combination over the net amounts of identifiable assets acquired and liabilities assumed. Goodwill is reviewed for impairment annually, or more frequently if impairment indicators exist. An impairment exists when a reporting unit’s carrying value exceeds its fair value. When performing the goodwill impairment testing, we first consider qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Qualitative factors include considering macroeconomic conditions, industry and market conditions, overall financial performance and other factors. If necessary, a quantitative impairment test is performed. When a quantitative impairment test is performed, a reporting units’ fair value is based on valuation techniques using the best available information, primarily discounted cash flows projections, guideline transaction multiples, and multiples of current and future earnings. The impairment charge, if any, is the excess of the tested reporting unit’s carrying value over its fair value, limited to the total amount of goodwill allocated to the tested reporting unit. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets are stated at fair value established at acquisition or cost. These indefinite-lived intangible assets are reviewed for impairment annually, or more frequently if impairment indicators exist. An impairment exists when a trademark or brand names’ carrying value exceeds its fair value. The fair values of these assets are based upon the prospective stream of hypothetical after-tax royalty cost savings discounted at rates that reflect the rates of return appropriate for these intangible assets. The impairment charge, if any, is the excess of the assets carrying value over its fair value. Pension and Other Post-Retirement Benefit Plan Obligations Post-retirement benefit liabilities were $ 55 million and $ 81 million as of December 31, 2021 and 2020, respectively, and are included in accrued expenses and other liabilities in our consolidated balance sheets. 66 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Appropriate actuarial methods and assumptions are used in accounting for defined benefit pension plans and other post-retirement benefit plans. These assumptions include long-term rate of return on plan assets, discount rates and other factors. Actual results that differ from the assumptions used are accumulated and amortized over future periods. Therefore, assumptions used to calculate benefit obligations as of the end of the year directly impact the expense to be recognized in future periods. The measurement date for all defined benefit plans is December 31 of each year. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is included in the limited partners and general partner components of equity in the consolidated balance sheets in the amounts of $ 74 million and $ 80 million as of December 31, 2021 and 2020, respectively. Refer to Note 15, “Changes in Accumulated Other Comprehensive Loss,” for further information. Allocation of Net Profits and Losses in Consolidated Affiliated Partnerships Net investment income and net realized and unrealized gains and losses on investments of the Investment Funds are allocated to the respective partners of the Investment Funds based on their percentage ownership in such Investment Funds on a monthly basis. Except for our limited partner interest, such allocations made to the limited partners of the Investment Funds are represented as non-controlling interests in our consolidated statements of operations. General Partnership Interest of Icahn Enterprises The general partner’s capital account generally consists of its cumulative share of our net income less cash distributions plus capital contributions. Additionally, in acquisitions of common control companies accounted for at historical cost similar to a pooling of interests, the general partner’s capital account would be charged (or credited) in a manner similar to a distribution (or contribution) for the excess (or deficit) of the fair value of consideration paid over historical basis in the business acquired. Capital Accounts, as defined under the Partnership Agreement, are maintained for our general partner and our limited partners. The capital account provisions of our Partnership Agreement incorporate principles established for U.S. federal income tax purposes and are not comparable to the equity accounts reflected under U.S. GAAP in our consolidated financial statements. Under our Partnership Agreement, the general partner is required to make additional capital contributions to us upon the issuance of any additional depositary units in order to maintain a capital account balance equal to 1.99 % of the total capital accounts of all partners. Generally, net earnings for U.S. federal income tax purposes are allocated 1.99 % and 98.01 % between the general partner and the limited partners, respectively, in the same proportion as aggregate cash distributions made to the general partner and the limited partners during the period. This is generally consistent with the manner of allocating net income under our Partnership Agreement; however, it is not comparable to the allocation of net income reflected in our consolidated financial statements. Pursuant to the Partnership Agreement, in the event of our dissolution, after satisfying our liabilities, our remaining assets would be divided among our limited partners and the general partner in accordance with their respective percentage interests under the Partnership Agreement. If a deficit balance still remains in the general partner’s capital account after all allocations are made between the partners, the general partner would not be required to make whole any such deficit. Basic and Diluted Income Per LP Unit For Icahn Enterprises, basic income (loss) per LP unit is based on net income or loss attributable to Icahn Enterprises allocated to limited partners. Net income or loss allocated to limited partners is divided by the weighted-average number of LP units outstanding. Diluted income (loss) per LP unit, when applicable, is based on basic income 67 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (loss) adjusted for the potential effect of dilutive securities as well as the related weighted-average number of units and equivalent units outstanding. For accounting purposes, when applicable, earnings prior to dates of acquisitions of entities under common control are excluded from the computation of basic and diluted income per LP unit as such earnings are allocated to our general partner. Income Taxes Except as described below, no provision has been made for federal, state, local or foreign income taxes on the results of operations generated by partnership activities, as such taxes are the responsibility of the partners. Provision has been made for federal, state, local or foreign income taxes on the results of operations generated by our corporate subsidiaries and these are reflected within continuing and discontinued operations. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are limited to amounts considered to be realizable in future periods. A valuation allowance is recorded against deferred tax assets if management does not believe that we have met the “more-likely-than-not” standard to allow recognition of such an asset. U.S. GAAP provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if the position is “more-likely-than-not” to be sustained if the position were to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. If an uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is greater than 50 percent likely to be recognized upon ultimate settlement with the taxing authority is recorded. See Note 14, “Income Taxes,” for additional information. Leases The determination of whether an arrangement is or contains a lease occurs at inception. We account for arrangements that contain lease and non-lease components as a single lease component for all classes of underlying assets. Leases in which we are the lessor are primarily within our Real Estate segment. Refer to Real Estate below for further discussion. In addition, all of our businesses, including our Real Estate segment, enter into lease arrangements as the lessee. The following is our accounting policy for leases in which we are the lessee. All Segments and Holding Company Leases are classified as either operating or financing by the lessee depending on whether or not the lease terms provide for control of the underlying asset to be transferred to the lessee. When control transfers to the lessee, we classify the lease as a financing lease. All other leases are recorded as operating leases. Effective January 1, 2019, for all leases with an initial lease term in excess of twelve months, we record a right-of-use asset with a corresponding liability in the consolidated balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at commencement of the lease based on the present value of the lease payments over the lease term. Right-of-use assets are adjusted for any lease payments made on or before commencement of the lease, less any lease incentives received. As most of our leases do not provide an implicit rate, we use the incremental borrowing rate with respect to each of our businesses based on the information available at commencement of the lease in determining the present value of lease payments. We use the implicit rate when readily determinable. The lease terms used in the 68 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS determination of our right-of-use assets and lease liabilities reflect any options to extend or terminate the lease when it is reasonably certain that we will exercise such option. We and our subsidiaries, independently of each other, apply a portfolio approach to account for the right-of-use assets and lease liabilities when we or our subsidiaries do not believe that applying the portfolio approach would be materially different from accounting for right-of-use assets and lease liabilities individually. Operating lease costs are recorded as a single expense recognized on a straight-line basis over the lease term. Operating lease right-of-use assets are amortized for the difference between the straight-line expense less the accretion of interest of the related lease liability. Financing lease costs consists of interest expense on the financing lease liability as well as amortization of the right-of-use financing lease assets on a straight-line basis over the lease term. Real Estate Leases are classified as either operating, sales-type or direct financing by the lessor. Our Real Estate segment’s net lease portfolio consists of commercial real estate leased to others under long-term operating leases and we account for these leases in accordance with FASB ASC Topic 842, Leases . These assets leased to others are recorded at cost, net of accumulated depreciation, and are included in property, plant and equipment, net on our consolidated balance sheets. Assets leased to others are depreciated on a straight-line basis over the useful lives of the assets, ranging from 5 years to 39 years . Lease revenue is recognized on a straight-line basis over the lease term. Cash receipts for all lease payments received are included in net cash flows from operating activities in the consolidated statements of cash flows. Revenue From Contracts With Customers and Contract Balances Due to the nature of our business, we derive revenue from various sources in various industries. With the exception of all of our Investment segment’s and our Holding Company’s revenues, and our Real Estate segment’s leasing revenue, our revenue is generally derived from contracts with customers in accordance with U.S. GAAP. Such revenue from contracts with customers are included in net sales and other revenues from operations in the consolidated statements of operations; however, our Real Estate segment’s leasing revenue, as disclosed in Note 10, “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 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 13, “Segment and Geographic Reporting,” for our complete disaggregation of revenue information. In addition, we disclose additional information with respect to revenue from contracts with customers and contract balances for our Energy and Automotive segments below. Energy Revenue: Our Energy segment revenues from the sale of petroleum products are recorded upon delivery of the products to customers, which is the point at which title is transferred and the customer has assumed the risk of loss. This generally takes place as product passes into the pipeline, as a product transfer order occurs within a pipeline system, or as product enters equipment or locations supplied or designated by the customer. For our Energy segment’s nitrogen fertilizer products sold, revenues are recorded at the point in time at which the customer obtains control of the product, which is generally upon delivery and acceptance by the customer. Nitrogen fertilizer products are sold on a wholesale basis under a contract or by purchase order. Excise and other taxes collected from customers and remitted to governmental authorities by our Energy segment are not included in reported revenues. The petroleum business’ contracts with its customers state the terms of the sale, including the description, quantity, and price of each product sold. Depending on the product sold, and the type of contract, payments from customers are generally due in full within 30 days of product delivery or invoice date. Many of the petroleum business’ contracts have index-based pricing which is considered variable consideration that should be estimated in determining the transaction 69 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS price. Our Energy segment determined that it does not need to estimate the variable consideration because the uncertainty related to the consideration is resolved on the pricing date or the date when the product is delivered. The nitrogen fertilizer business has an immaterial amount of variable consideration for contracts with an original duration of less than a year. A small portion of the nitrogen fertilizer partnership’s revenue includes contracts extending beyond one year and contain variable pricing in which the majority of the variability is attributed to the market-based pricing. The nitrogen fertilizer business’ contracts do not contain a significant financing component. Our Energy segment generally provides no warranty other than the implicit promise that goods delivered are free of liens and encumbrances and meet the agreed upon specifications. In addition, product returns are very rare and are accounted for as they occur; however, contracts do include provisions which state that the petroleum business will except returns of off-spec product, refund the customer, provide on-spec product, and pay for damages to any customer equipment which resulted from off-spec product. Typically, if a customer is not satisfied with a product, the price is adjusted downward instead of the product being returned or exchanged. As of December 31, 2021, our Energy segment had $ 10 million of remaining performance obligations for contracts with an original expected duration of more than one year. Our Energy segment expects to recognize approximately $ 6 million of these performance obligations as revenue by the end of 2022 and the remaining balance thereafter. Contract balances: Our Energy segment’s deferred revenue is a contract liability that primarily relates to fertilizer sales contracts requiring customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer. Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring product to the customer. An associated receivable is recorded for uncollected prepaid contract amounts. Contracts requiring prepayment are generally short-term in nature and, as discussed above, revenue is recognized at the point in time in which the customer obtains control of the product. Our Energy segment had deferred revenue of $ 87 million and $ 31 million as of December 31, 2021 and 2020, respectively. Deferred revenue is included in accrued expense and other liabilities in the consolidated balance sheets. For the year ended December 31, 2021, 2020 and 2019, our Energy segment recorded revenue of $ 30 million, $ 27 million and $ 68 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective year. Automotive Revenue: Our Automotive segment recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Our Automotive segment revenue from retail and commercial parts sales is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. Automotive service revenues are recognized on completion of the service and consist of products and the labor charged for installing products or maintaining or repairing vehicles. Automotive services labor revenues are included in other revenues from operations in our consolidated statements of operations; however, the sale of any installed parts or materials related to automotive services are included in net sales. Our Automotive segment recognizes revenues from extended warranties offered to its customers on tires its sells, including lifetime warranties for road hazard assistance (recognized over 3 years) and 1-year, 3-year and lifetime plans for alignments (recognized over 1 year, 3 years and 5 years, respectively), for which it receives payment upfront. Revenues from extended warranties are recognized over the term of the warranty contract with the satisfaction of its performance obligations measured using the output method. Our Automotive segment recognizes revenues from franchise royalties, for which it receives payment over time, in the period in which royalties are earned, generally based on a percentage of franchise sales. Contract balances: Our Automotive segment has deferred revenue with respect to extended warranty plans of $ 42 million and $ 41 million as of December 31, 2021 and 2020, respectively, which are included in accrued expenses and other liabilities in our consolidated balance sheets. For the year ended December 31, 2021, 2020 and 2019, our Automotive segment recorded revenue of $ 24 million, $ 25 million and $ 21 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective year. 70 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Food Packaging Our Food Packaging segment revenues are recognized at the time products are shipped to the customer, under F.O.B. shipping point or F.O.B. port terms, which is the point at which title is transferred, the customer has the assumed risk of loss, and payment has been received or collection is reasonably assumed. Revenues are net of discounts, rebates and allowances. Viskase records all labor, raw materials, in-bound freight, plant receiving and purchasing, warehousing, handling and distribution costs as a component of costs of goods sold. Home Fashion Our Home Fashion segment records revenue upon delivery and when title is transferred and the customer has assumed the risk of loss. Unless otherwise agreed in writing, title and risk of loss pass from WPH to the customer when WPH delivers the merchandise to the designated point of delivery, to the designated point of destination or to the designated carrier, free on board. Provisions for certain rebates, sales incentives, product returns and discounts to customers are recorded in the same period the related revenue is recorded. Pharma Our Pharma segment records product and supply revenue at the time of shipment at which time it has satisfied its performance obligations. Product revenue represents the significant majority of our Pharma segment’s revenue and is recognized net of estimated returns as well as net of consideration paid to customers, wholesalers and certified pharmacies for services rendered in accordance with their respective services network agreements and includes a fixed rate per prescription shipped and monthly program management and data fees. Consideration fees are not deemed sufficiently separable from the customers’ purchase of the products and therefore, such fees are recorded as a reduction of revenue at the time of revenue recognition. Our Pharma segment, as the principal party in a supply arrangement, recognizes supply revenue on a gross basis. Our Pharma segment also recognizes license and royalty revenue, which are not significant. Metals Our Metals segment’s primary source of revenue was from the sale of processed ferrous scrap metal, non-ferrous scrap metals, steel pipe and steel plate. PSC Metals also generated revenues from sales of secondary plate and pipe, the brokering of scrap metals and from services performed. All sales were recognized when title passes to the customer. Revenues from services were recognized as the service is performed. Sales adjustments related to price and weight differences were reflected as a reduction of revenues when settled. Mining Our Mining segment recognized revenue when title, ownership, and risk of loss pass to the customer, all of which occur upon shipment or delivery of the product and is based on the applicable shipping terms. Revenue was measured at the fair value of the consideration received or receivable, with any adjustments as a result of provisional pricing recorded against revenue. Other Revenue and Expense Recognition Real Estate Revenue Recognition: Revenue from real estate sales and related costs are recognized at the time of closing primarily by specific identification. Substantially all of the property comprising our net lease portfolio is leased to others under long-term net leases classified as operating leases and we account for these leases in accordance with applicable U.S. GAAP. Operating lease revenue is recognized on a straight-line basis over the lease term. 71 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Energy Shipping Costs: Our Energy segment’s pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of goods sold. Automotive Shipping Costs: Our Automotive segment recognizes shipping and handling costs as incurred and is included in selling, general and administrative in the consolidated statements of operations for its commercial and retail parts businesses. Environmental Liabilities We recognize environmental liabilities when a loss is probable and reasonably estimable. Estimates of these costs are based upon currently available facts, internal and third-party assessments of contamination, available remediation technology, site-specific costs, and currently enacted laws and regulations. In reporting environmental liabilities, no offset is made for potential recoveries. Loss contingency accruals, including those for environmental remediation, are subject to revision as further information develops or circumstances change, and such accruals can take into account the legal liability of other parties. Environmental expenditures are capitalized at the time of the expenditure when such costs provide future economic benefits. Litigation On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable losses, we make estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made. Foreign Currency Translation Exchange adjustments related to international currency transactions and translation adjustments for international subsidiaries whose functional currency is the U.S. dollar (principally those located in highly inflationary economies) are reflected in the consolidated statements of operations. Translation adjustments of international subsidiaries for which the local currency is the functional currency are reflected in the consolidated balance sheets as a component of accumulated other comprehensive income. Deferred taxes are not provided on translation adjustments, other than for intercompany loans not designated as permanently reinvested, as the earnings of the subsidiaries are considered to be permanently reinvested. Concentrations of credit risk Concentrations of credit risk relate primarily to derivative instruments from our Investment segment. See Note 6, “Financial Instruments,” for further discussion. In addition, at our Holding Company, financial instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalent deposits. These cash and cash equivalent deposits are maintained with several financial institutions. The deposits held at the various financial institutions may exceed federally insured limits. 72 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Exposure to this credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings and, therefore, these deposits bear minimal credit risk. Adoption of New Accounting Standards In December 2019, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes , which amends FASB ASC Topic 740, Income Taxes . This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in the standard and modifies other areas of the standard to clarify the application of U.S. GAAP. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. We have adopted this standard on January 1, 2021. Certain amendments in this ASU are applied using a retrospective approach and others using the prospective approach. The adoption of this standard did not have a significant impact on our consolidated financial statements. Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which amends FASB ASC Topic 848, Reference Rate Reform . By June 30, 2023, banks will no longer be required to report information that is used to determine London Interbank Offered Rate (“LIBOR”) which is used globally by all types of entities for various types of transactions. As a result, LIBOR could be discontinued, as well as other interest rates used globally. This ASU provides companies with optional expedients for contract modifications under U.S GAAP, excluded components of certain hedging relationships, fair value hedges, and cash flow hedges, as well as certain exceptions, which are intended to help ease the potential accounting burden associated with transitioning away from these reference rates. Companies can apply this ASU immediately and will only be available for a limited time (generally through December 31, 2022). We are currently assessing the impact of this standard on our consolidated financial statements. 3. Related Party Transactions Our second amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act. The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates. Investment Funds During the year ended December 31, 2020, Mr. Icahn and his affiliates (excluding us and Brett Icahn) contributed $ 1,241 million to the Investment Funds consisting primarily of in-kind investments previously held directly by Mr. Icahn and his affiliates (excluding us). During the years ended December 31, 2019, Mr. Icahn and his affiliates (excluding us and Brett Icahn) invested $ 220 million in the Investment Funds, net of redemptions. As of December 31, 2021 and 2020, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $ 5.0 billion and $ 5.0 billion, respectively, representing approximately 54 % and 54 % of the Investment Funds’ assets under management as of each respective date. We pay for expenses pertaining to the operation, administration and investment activities of our Investment segment for the benefit of the Investment Funds (including salaries, benefits and rent). Effective April 1, 2011, based on an expense-sharing arrangement, certain expenses borne by us are reimbursed by the Investment Funds. For the years ended December 31, 2021, 2020 and 2019, $ 15 million, $ 2 million and $ 23 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement. 73 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Hertz Global Holdings, Inc. and 767 Auto Leasing LLC The Investment Funds had an investment in the common stock of Hertz Global Holdings, Inc. (“Hertz”) measured at fair value that would have otherwise been subject to the equity method of accounting (until sold in the second quarter of 2020). Icahn Automotive provides services to Hertz in the ordinary course of business. For the years ended December 31, 2020 and 2019, revenue from Hertz was $ 20 million and $ 54 million, respectively. In addition to our transactions with Hertz disclosed above, in January 2018, we entered into a Master Motor Vehicle Lease and Management Agreement with Hertz, pursuant to which Hertz granted 767 Leasing the option to acquire certain vehicles from Hertz at rates aligned with the rates at which Hertz sells vehicles to third parties. Under this agreement, as amended, Hertz will lease the vehicles that 767 Leasing purchases from Hertz, or from third parties, under a mutually developed fleet plan and Hertz will manage, service, repair, sell and maintain those leased vehicles on behalf of 767 Leasing. Additionally, Hertz will rent the leased vehicles to transportation network company drivers from rental counters within locations leased or owned by us. This agreement had an initial term of 18 months and is subject to automatic six-month renewals thereafter, unless terminated by either party (with or without cause) prior to the start of any such six-month renewal. Our agreement with Hertz was unanimously approved by the independent directors of Icahn Enterprises’ audit committee. During 2021, this agreement was amended to commence the early disposition of vehicles owned by 767 Leasing. As of December 31, 2021, substantially all of 767 Leasing’s assets were sold and its operations have ceased. Due to the nature of our involvement with 767 Leasing, which included Icahn Enterprises guaranteeing the payment obligations of 767 Leasing and sharing in the profits of 767 Leasing with Hertz, we determined that 767 Leasing was a variable interest entity. Furthermore, we determined that we were not the primary beneficiary as we did not have the power to direct the activities of 767 Leasing that most significantly impacted its economic performance. Therefore, we did not consolidate the results of 767 Leasing. Our exposure to loss with respect to 767 Leasing was primarily limited to our direct investment in 767 Leasing as well as any payment obligations of 767 Leasing that we guaranteed, which were not material. For the years ended December 31, 2021 and 2020, 767 Leasing distributed $ 36 million and $ 75 million, respectively, to us. For the year ended December 31, 2019 we invested $ 50 million in 767 Leasing. During the years ended December 31, 2021, 2020 and 2019, we had equity (losses) earnings from 767 Leasing of $( 2 ) million, $( 7 ) million and $ 11 million, respectively. As of December 31, 2021, we no longer had an equity method investment in 767 Leasing and as of December 31, 2020, we had an equity method investment of $ 40 million, which is reported in our Automotive segment. Other Related Party Agreements On October 1, 2020, we entered into a manager agreement with Brett Icahn, the son of Carl C. Icahn, and affiliates of Brett Icahn. Under the manager agreement, Brett Icahn serves as the portfolio manager of a designated portfolio of assets within the Investment Funds over a seven-year term, subject to veto rights by our Investment segment and Carl C. Icahn. Additionally, Brett Icahn provides certain other services, at our request, which may entail research, analysis and advice with respect to a separate designated portfolio of assets within the Investment Funds. Subject to the terms of the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one-time lump sum payment as described in and computed pursuant to the manager agreement. Brett Icahn will not be entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement. In accordance with the manager agreement, Brett Icahn will co-invest with the Investment Funds in certain positions, will make cash contributions to the Investment Funds in order to fund such co-investments and will have a special limited partnership interest in the Investment Funds through which the profit and loss attributable to such co-investments will be allocated to him. During 2021 and 2020, Brett Icahn contributed $ 76 million and $ 12 million, respectively, in accordance with the manager agreement. As of December 31, 2021 and 2020, Brett Icahn had investments in the Investment Funds with a fair market value of $ 93 million and $ 12 million, respectively. 74 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On October 1, 2020, we entered into a restricted unit agreement with Brett Icahn pursuant to the 2017 Incentive Plan whereby Brett Icahn was awarded a grant of 239,254 restricted depositary units of Icahn Enterprises which will vest over seven years , subject to the terms and conditions of that agreement. We also entered into a guaranty agreement with an affiliate of Brett Icahn, pursuant to which we guaranteed the payment of certain amounts required to be distributed by the Investment Funds to such affiliate pursuant to the terms and conditions of the manager agreement. 4. Investments Investment Investments and securities sold, not yet purchased consist of equities, bonds, bank debt and other corporate obligations, all of which are reported at fair value in our consolidated balance sheets. In addition, our Investment segment has certain derivative transactions which are discussed in Note 6, “Financial Instruments.” The carrying value and detail by security type, including business sector for equity securities, with respect to investments and securities sold, not yet purchased held by our Investment segment consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 ​ ​ (in millions) Assets ​ ​ ​ ​ ​ ​ Investments: ​ ​ Equity securities: ​ ​ Consumer, non-cyclical ​ $ 680 ​ $ 1,548 Consumer, cyclical ​ 1,633 ​ 2,073 Energy ​ 3,184 ​ 2,654 Utilities ​ 992 ​ 107 Healthcare ​ 959 ​ — Technology ​ 931 ​ 1,578 Materials ​ 194 ​ — Industrial ​ 265 ​ 158 ​ ​ 8,838 ​ 8,118 Corporate debt securities ​ 114 ​ 121 ​ ​ $ 8,952 ​ $ 8,239 Liabilities ​ ​ Securities sold, not yet purchased, at fair value: ​ ​ Equity securities: ​ ​ Consumer, non-cyclical ​ $ 139 ​ $ 424 Consumer, cyclical ​ 709 ​ 572 Energy ​ 2,028 ​ 1,476 Utilities ​ 659 ​ 49 Healthcare ​ 1,049 ​ — Materials ​ 365 ​ — Industrial ​ ​ 391 ​ ​ — ​ ​ $ 5,340 ​ $ 2,521 ​ The portion of unrealized gains that relates to securities still held by our Investment segment, primarily equity securities, was $ 1,153 million, $ 65 million and $ 706 million for the years ended December 31, 2021, 2020 and 2019, respectively. 75 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As discussed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” when certain investments become subject to the equity method of accounting, our Investment segment elects the fair value option to such investment. Investments become subject to the equity method of accounting when we possess the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when we possess more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. Conversely, there is a presumption that for investments in which we have less than 20% of the voting interests of the investee that we do not have the ability to exercise significant influence. However, such presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is present, such as when we have representation on the board of directors of such investee. After considering specific facts and circumstances, including the collective ownership in entities by the Investment Funds and affiliates of Mr. Icahn, as well as their collective representation on each of the boards of directors, we have determined that we had the ability to exercise significant influence over the operating and financial policies of certain investees of our Investment segment. During the second quarter of 2020, the Investment Funds sold their entire investment in Hertz. Prior to the sale of its investment in Hertz, the Investment Funds owned approximately 38.9 % of the outstanding common stock of Hertz. In addition, in August 2020, the Investment Funds sold a portion of their investment in Herbalife Nutrition Ltd. (“Herbalife”) pursuant to Herbalife’s “modified Dutch auction” tender offer to purchase its common shares, and as a result, the Investment Funds ceased to have an ability to exercise significant influence over the operating and financial policies of Herbalife. Prior to this transaction, the Investment Funds owned approximately 23.8 % of the outstanding common stock of Herbalife. Due to the nature of our Investment segment’s operations, the sales of Hertz and Herbalife are deemed to be in the ordinary course of business. The following table contains summarized financial information with respect to our investments in Hertz and Herbalife during the respective periods (or partial periods) in which we possessed the ability to exercise significant influence over the operating and financial policies of the investee. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hertz ​ Herbalife ​ Year Ended December 31, ​ Year Ended December 31, ​ 2021 2020 2019 ​ 2021 2020 2019 ​ (in millions) Net sales/Other revenue from operations $ — ​ $ 2,755 ​ $ 9,779 ​ $ — ​ $ 2,609 ​ $ 4,877 Cost of goods sold/Other expenses from operations ​ — ​ ​ 3,231 ​ ​ 8,051 ​ ​ — ​ ​ 518 ​ ​ 958 Net (loss) income ​ — ​ ​ ( 1,209 ) ​ ​ ( 50 ) ​ ​ — ​ ​ 161 ​ ​ 311 Net (loss) income attributable to investee shareholders — ​ ( 1,203 ) ​ ( 58 ) ​ — ​ 161 ​ 311 ​ ​ ​ 76 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Segments and Holding Company With the exception of certain equity method investments at our operating subsidiaries and our Holding Company disclosed in the table below, our investments are measured at fair value in our consolidated balance sheets. The carrying value of investments held by our other segments and our Holding Company consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 ​ ​ (in millions) Equity method investments ​ $ 79 ​ $ 120 Held to maturity debt investments measured at amortized cost ​ ​ — ​ ​ 20 Other investments measured at fair value ​ 120 ​ 534 ​ ​ $ 199 ​ $ 674 ​ The portion of unrealized losses that relates to equity securities still held by our other segments and our Holding Company was $ 61 million, $ 36 million and $ 421 million for the years ended December 31, 2021, 2020 and 2019, respectively. 5. Fair Value Measurements U.S. GAAP requires enhanced disclosures about assets and liabilities that are measured and reported at fair value and has established a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of, and the characteristics specific to, the assets and liabilities. Assets and liabilities with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories: Level 1 - Quoted prices are available in active markets for identical assets and liabilities as of the reporting date. Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies where all significant inputs are observable. The inputs and assumptions of our Level 2 assets and liabilities are derived from market observable sources including reported trades, broker/dealer quotes and other pertinent data. Level 3 - Pricing inputs are unobservable for the assets and liabilities and include situations where there is little, if any, market activity for the assets and liabilities. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the assets and liabilities. Significant transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period when changes in circumstances require such transfers. 77 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes the valuation of our assets and liabilities by the above fair value hierarchy levels measured on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 ​ Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total ​ ​ (in millions) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments (Note 4) ​ $ 8,905 ​ $ 113 ​ $ 42 ​ $ 9,060 ​ $ 8,546 ​ $ 174 ​ $ 41 ​ $ 8,761 Derivative assets, net (Note 6) ​ — ​ 612 ​ — ​ 612 ​ — ​ 785 ​ — ​ 785 ​ ​ $ 8,905 ​ $ 725 ​ $ 42 ​ $ 9,672 ​ $ 8,546 ​ $ 959 ​ $ 41 ​ $ 9,546 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities sold, not yet purchased (Note 4) ​ $ 5,340 ​ $ — ​ $ — ​ $ 5,340 ​ $ 2,521 ​ $ — ​ $ — ​ $ 2,521 Derivative liabilities, net (Note 6) ​ — ​ 787 ​ — ​ 787 ​ 11 ​ 628 ​ — ​ 639 Other liabilities ​ — ​ 494 ​ — ​ 494 ​ — ​ 214 ​ — ​ 214 ​ ​ $ 5,340 ​ $ 1,281 ​ $ — ​ $ 6,621 ​ $ 2,532 ​ $ 842 ​ $ — ​ $ 3,374 ​ Refer to Note 18, “Pension and Other Post-Retirement Benefit Plans,” for our Food Packaging segment’s defined benefit plan assets measured at fair value on a recurring basis as of December 31, 2021 and 2020. The changes in investments measured at fair value on a recurring basis for which we use Level 3 inputs to determine fair value are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 ​ ​ (in millions) Balance at January 1 ​ $ 41 ​ $ 3 Transfer in from Level 2 ​ ​ — ​ ​ 136 Net gains recognized in income ​ — ​ 48 Purchases ​ ​ 1 ​ ​ 101 Transfer out of Level 3 ​ ​ — ​ ​ ( 246 ) Sales ​ — ​ — Other ​ — ​ ( 1 ) Balance at December 31 ​ $ 42 ​ $ 41 ​ During 2020, we transferred our debt investment in Vivus from Level 2 to Level 3 due to the reduction in market observable sources occurring during the period. The fair value of this investment was derived from the enterprise value of Vivus at emergence from bankruptcy, which was valued using a discounted cash flow method. We recognized a gain of $ 48 million as a result of adjusting the fair value of this investment just prior to emergence. In the fourth quarter of 2020, this debt investment, consisting of convertible debt securities, along with a separate debt investment in Vivus, consisting of a term loan, was transferred out of Level 3 upon Vivus’ emergence from bankruptcy, at which point, we acquired all of the equity interests in Vivus, resulting in Vivus becoming a consolidated subsidiary of ours. During 2020, our Real Estate segment recorded an impairment of certain development property, included in other assets in the consolidated balance sheets, of $ 5 million, and property, plant and equipment, net of $ 2 million. Refer to Note 9, “Goodwill and Intangible Assets, Net,” for discussion of our goodwill and intangible asset impairments. 78 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Refer to Note 13, “Segment and Geographic Reporting,” for total impairment recorded by each of our segments. 6. Financial Instruments Overview Investment In the normal course of business, the Investment Funds may trade various financial instruments and enter into certain investment activities, which may give rise to off-balance-sheet risks, with the objective of capital appreciation or as economic hedges against other securities or the market as a whole. The Investment Funds’ investments may include futures, options, swaps and securities sold, not yet purchased. These financial instruments represent future commitments to purchase or sell other financial instruments or to exchange an amount of cash based on the change in an underlying instrument at specific terms at specified future dates. Risks arise with these financial instruments from potential counterparty non-performance and from changes in the market values of underlying instruments. Credit concentrations may arise from investment activities and may be impacted by changes in economic, industry or political factors. The Investment Funds routinely execute transactions with counterparties in the financial services industry, resulting in credit concentration with respect to the financial services industry. In the ordinary course of business, the Investment Funds may also be subject to a concentration of credit risk to a particular counterparty. The Investment Funds seek to mitigate these risks by actively monitoring exposures, collateral requirements and the creditworthiness of its counterparties. The Investment Funds have entered into various types of swap contracts with other counterparties. These agreements provide that they are entitled to receive or are obligated to pay in cash an amount equal to the increase or decrease, respectively, in the value of the underlying shares, debt and other instruments that are the subject of the contracts, during the period from inception of the applicable agreement to its expiration. In addition, pursuant to the terms of such agreements, they are entitled to receive or obligated to pay other amounts, including interest, dividends and other distributions made in respect of the underlying shares, debt and other instruments during the specified time frame. They are also required to pay to the counterparty a floating interest rate equal to the product of the notional amount multiplied by an agreed-upon rate, and they receive interest on any cash collateral that they post to the counterparty at the federal funds or LIBOR rate in effect for such period. The Investment Funds may trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of a standardized amount of a deliverable grade commodity, security, currency or cash at a specified price and specified future date unless the contract is closed before the delivery date. Payments (or variation margin) are made or received by the Investment Funds each day, depending on the daily fluctuations in the value of the contract, and the whole value change is recorded as an unrealized gain or loss by the Investment Funds. When the contract is closed, the Investment Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The Investment Funds may utilize forward contracts to seek to protect their assets denominated in foreign currencies and precious metals holdings from losses due to fluctuations in foreign exchange rates and spot rates. The Investment Funds’ exposure to credit risk associated with non-performance of such forward contracts is limited to the unrealized gains or losses inherent in such contracts, which are recognized in other assets and accrued expenses and other liabilities in our consolidated balance sheets. The Investment Funds may also enter into foreign currency contracts for purposes other than hedging denominated securities. When entering into a foreign currency forward contract, the Investment Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date unless the contract is closed before such date. The Investment Funds record unrealized gains or losses on the contracts as measured by the difference 79 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS between the forward foreign exchange rates at the dates of entry into such contracts and the forward rates at the reporting date. The Investment Funds may also purchase and write option contracts. As a writer of option contracts, the Investment Funds receive a premium at the outset and then bear the market risk of unfavorable changes in the price of the underlying financial instrument. As a result of writing option contracts, the Investment Funds are obligated to purchase or sell, at the holder’s option, the underlying financial instrument. Accordingly, these transactions result in off-balance-sheet risk, as the Investment Funds’ satisfaction of the obligations may exceed the amount recognized in our consolidated balance sheets. Certain terms of the Investment Funds’ contracts with derivative counterparties, which are standard and customary to such contracts, contain certain triggering events that would give the counterparties the right to terminate the derivative instruments. In such events, the counterparties to the derivative instruments could request immediate payment on derivative instruments in net liability positions. The aggregate fair value of all of the Investment Funds’ derivative instruments with credit-risk-related contingent features that are in a liability position at December 31, 2021 and 2020 was $ 0 million and $ 1 million, respectively. The following table summarizes the volume of our Investment segment’s derivative activities based on their notional exposure, categorized by primary underlying risk: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 ​ Long Notional Exposure Short Notional Exposure Long Notional Exposure Short Notional Exposure ​ ​ ​ (in millions) Primary underlying risk: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity contracts ​ $ 1,582 ​ $ 5,986 ​ $ — ​ $ 8,623 Credit contracts (1) ​ — ​ 2,081 ​ ​ — ​ 2,099 (1) The short notional amount on our credit default swap positions was approximately $ 6.6 billion at December 31, 2021. However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is approximately $ 2.1 billion as of December 31, 2021. The short notional amount on our credit default swap positions was approximately $ 6.3 billion as of December 31, 2020. However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is $ 2.1 billion as of December 31, 2020. Certain derivative contracts executed by each of the Investment Funds with a single counterparty are reported on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement. Values for the derivative financial instruments, principally swaps, forwards, over-the-counter options and other conditional and exchange contracts, are reported on a net-by-counterparty basis. ​ 80 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the fair values of our Investment segment’s derivatives that are not designated as hedging instruments in accordance with U.S. GAAP: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ Derivative Liabilities ​ December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 ​ ​ ​ (in millions) Equity contracts ​ $ 68 ​ $ 4 ​ $ 1,317 ​ $ 852 Credit contracts ​ 1,075 ​ 1,012 ​ — ​ 1 Sub-total ​ 1,143 ​ 1,016 ​ 1,317 ​ 853 Netting across contract types (1) ​ ( 532 ) ​ ( 231 ) ​ ( 532 ) ​ ( 231 ) Total (1) ​ $ 611 ​ $ 785 ​ $ 785 ​ $ 622 (1) Excludes netting of cash collateral received and posted. The total collateral posted at December 31, 2021 and 2020 was $ 1,906 million and $ 872 million, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash in the consolidated balance sheets. The following table presents the amount of gain (loss) recognized in the consolidated statements of operations for our Investment segment’s derivatives not designated as hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain (Loss) Recognized in Income (1) ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ ​ ​ ​ ​ ​ Equity contracts $ ( 1,100 ) ​ $ ( 1,583 ) ​ $ ( 2,152 ) Credit contracts 88 ​ 1,088 ​ ( 342 ) Commodity contracts — ​ — ​ ( 8 ) ​ $ ( 1,012 ) ​ $ ( 495 ) ​ $ ( 2,502 ) (1) Gains (losses) recognized on derivatives are classified in net gain (loss) from investment activities in our consolidated statements of operations for our Investment segment. Energy CVR Energy’s businesses are subject to price fluctuations caused by supply conditions, weather, economic conditions, interest rate fluctuations and other factors. To manage price risk on crude oil and other inventories and to fix margins on certain future production, CVR Refining from time to time enters into various commodity derivative transactions. CVR Refining holds derivative instruments, such as exchange-traded crude oil futures and over-the-counter forward swap agreements, which it believes provide an economic hedge on future transactions, but such instruments are not designated as hedge instruments. CVR Refining may enter into forward purchase or sale contracts associated with renewable identification numbers (“RINs”). As of December 31, 2021 and 2020, CVR Refining had zero and 7 million, respectively, outstanding commodity swap positions. As of December 31, 2021 and 2020, CVR Refining had open forward purchase and sale commitments for 2 million barrels and 6 million barrels, respectively. As of December 31, 2021, CVR Refining had open fixed-price commitments to purchase a net 3 million RINs. Certain derivative contracts executed by our Energy segment with a single counterparty are reported on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement. As of December 31, 2021, our Energy segment had net asset derivatives of $ 1 million and net liability derivatives of $ 2 million and as of December 31, 2020, our Energy segment had net liability derivatives of $ 17 million. (Losses) gains recognized on derivatives for 81 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS our Energy segment were $( 44 ) million, $ 55 million and $ 19 million for the years ended December 31, 2021, 2020 and 2019, respectively. Gains recognized on derivatives for our Energy segment are included in cost of goods sold on the consolidated statements of operations. 7. Inventories Inventories consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 ​ ​ (in millions) Raw materials ​ $ 291 ​ $ 183 Work in process ​ 83 ​ 83 Finished goods ​ 1,104 ​ 1,314 ​ ​ $ 1,478 ​ $ 1,580 ​ During the fourth quarter of 2021, our Automotive segment had inventories with a carrying value in excess of net realizable value. As a result, our Automotive segment recorded a write-down of its inventories of $ 56 million, which is included in cost of goods sold in the consolidated statements of operations for the year ended December 31, 2021. During the first quarter of 2020, our Energy segment had inventories with a carrying value in excess of net realizable value. As a result, our Energy segment recorded a write-down of its inventories of $ 58 million, which is included in cost of goods sold in the consolidated statements of operations for the year ended December 31, 2020. The write-down represents the difference between the carrying value of inventories accounted for using the first-in-first-out method and selling prices for refined products subsequent to March 31, 2020. 8. Property, Plant and Equipment, Net Property, plant and equipment, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Useful Life 2021 2020 ​ ​ (in years) ​ ​ (in millions) Land ​ ​ ​ ​ $ 332 ​ $ 393 Buildings and improvements ​ 5 - 40 ​ 906 920 Machinery, equipment and furniture ​ 2 - 20 ​ 5,814 5,347 Assets leased to others ​ 5 - 39 ​ 315 282 Financing leases ​ 1 - 18 ​ 109 113 Construction in progress ​ ​ ​ 189 ​ 151 ​ ​ ​ ​ 7,665 ​ 7,206 Less: Accumulated depreciation and amortization ​ ​ ​ ( 3,580 ) ​ ( 2,978 ) Property, plant and equipment, net ​ ​ ​ ​ $ 4,085 ​ $ 4,228 ​ Depreciation and amortization expense related to property, plant and equipment for the years ended December 31, 2021, 2020 and 2019 was $ 383 million, $ 406 million and $ 410 million, respectively. See Note 5, “Fair Value Measurements,” for discussion regarding certain impairments to our property, plant and equipment. 82 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. Goodwill and Intangible Assets, Net Goodwill consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Automotive Food Packaging Home Fashion Pharma Metals Consolidated ​ ​ (in millions) Gross carrying amount, Jan 1 ​ $ 337 $ 6 $ 24 $ 13 ​ $ 4 $ 384 Dispositions ​ — ​ — ​ — ​ — ​ ( 4 ) ​ ( 4 ) Gross carrying amount, Dec 31 ​ 337 ​ 6 ​ 24 ​ 13 ​ — ​ 380 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated impairment, Jan 1 ​ ( 87 ) ​ — ​ ( 3 ) ​ — ​ — ​ ( 90 ) Impairment ​ — ​ — ​ — ​ — ​ — ​ — Accumulated impairment, Dec 31 ​ ( 87 ) ​ — ​ ( 3 ) ​ — ​ — ​ ( 90 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net carrying value, Dec 31 ​ $ 250 ​ $ 6 ​ $ 21 ​ $ 13 ​ $ — ​ $ 290 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ Automotive Food Packaging Home Fashion Pharma Metals Consolidated ​ ​ (in millions) Gross carrying amount, Jan 1 ​ $ 337 $ 6 $ 23 $ — ​ $ 4 $ 370 Acquisitions ​ — ​ — ​ 1 ​ 13 ​ — ​ 14 Foreign exchange ​ — ​ — ​ — ​ — ​ — ​ — Gross carrying amount, Dec 31 ​ 337 ​ 6 ​ 24 ​ 13 ​ 4 ​ 384 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated impairment, Jan 1 ​ ( 87 ) ​ — ​ — ​ — ​ — ​ ( 87 ) Impairment ​ — ​ — ​ ( 3 ) ​ — ​ — ​ ( 3 ) Accumulated impairment, Dec 31 ​ ( 87 ) ​ — ​ ( 3 ) ​ — ​ — ​ ( 90 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net carrying value, Dec 31 ​ $ 250 ​ $ 6 ​ $ 21 ​ $ 13 ​ $ 4 ​ $ 294 ​ Intangible assets, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 ​ Gross ​ ​ Net Gross ​ ​ Net ​ ​ Carrying ​ Accumulated ​ Carrying ​ Carrying ​ Accumulated ​ Carrying ​ ​ Amount ​ Amortization ​ Value ​ Amount ​ Amortization ​ Value ​ ​ (in millions) Definite-lived intangible assets: ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 394 ​ $ ( 192 ) ​ $ 202 ​ $ 399 ​ $ ( 176 ) $ 223 Developed technology ​ ​ 254 ​ ​ ( 34 ) ​ ​ 220 ​ ​ 254 ​ ​ ( 6 ) ​ 248 Other ​ 167 ​ ( 77 ) ​ 90 ​ 269 ​ ( 163 ) ​ 106 ​ ​ $ 815 ​ $ ( 303 ) ​ $ 512 ​ $ 922 ​ $ ( 345 ) ​ $ 577 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indefinite-lived intangible assets ​ ​ ​ $ 83 ​ ​ ​ $ 83 Intangible assets, net ​ ​ ​ $ 595 ​ ​ ​ $ 660 ​ 83 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amortization expense associated with definite-lived intangible assets for the years ended December 31, 2021, 2020 and 2019 was $ 62 million, $ 44 million and $ 40 million, respectively. We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets. The estimated future amortization expense for our definite-lived intangible assets is as follows: ​ ​ ​ ​ ​ Year Amount ​ ​ (in millions) 2022 ​ $ 61 2023 ​ 59 2024 ​ 58 2025 ​ 57 2026 ​ 37 Thereafter ​ 240 ​ ​ $ 512 ​ Impairment of Goodwill When performing the quantitative analysis for goodwill impairment testing, we base the fair value of our reporting units on consideration of various valuation methodologies, including projecting future cash flows discounted at rates commensurate with the risks involved (“DCF”). Assumptions used in a DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on current plans and for years beyond that plan, the estimates are based on assumed growth rates. We believe that our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in a DCF are based on estimates of the weighted-average cost of capital of a market participant. Such estimates are derived from our analysis of peer companies and consider the industry weighted average return on debt and equity from a market participant perspective. Automotive We perform the annual goodwill impairment test for our Automotive segment as of October 1 of each year, or more frequently if impairment indicators exist. During 2021, our Automotive segment considered qualitative factors to determine that goodwill at its Service reporting unit did not require further testing for impairment. During the first quarter of 2020, due to the COVID-19 pandemic and its impact on our Automotive segment’s operations, we performed an interim goodwill impairment analysis. At such time, our Automotive segment had $ 250 million of goodwill, all of which was allocated to its Service reporting unit. Based on the interim impairment analysis, we determined that the fair value of our Automotive segment’s Service reporting unit was significantly in excess of its carrying value and therefore, no impairment is required. For our Automotive segment’s annual impairment test for 2020, our Automotive segment considered qualitative factors to determine that goodwill at its Service reporting unit did not require further testing for impairment. During 2019, our Automotive segment considered qualitative factors to determine that goodwill at its Service reporting unit did not require further testing for impairment. 84 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Home Fashion We perform the annual goodwill impairment test for our Home Fashion segment as of October 1 of each year, or more frequently if impairment indicators exist. During the second quarter of 2020, our Home Fashion segment impaired a portion of its goodwill in the amount of $ 3 million. 10. Leases All Segments and Holding Company We have operating and finance leases primarily within our Automotive, Energy and Food Packaging segments. Our Automotive segment leases assets, primarily real estate (operating) and vehicles (financing). Our Energy segment leases certain pipelines, storage tanks, railcars, office space, land and equipment (operating and financing). Our Food Packaging segment leases assets, primarily real estate, equipment and vehicles (primarily operating). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use assets and related liabilities are recorded on the balance sheet for leases with an initial lease term in excess of twelve months and therefore, do not include any lease arrangements with initial lease terms of twelve months or less. Right-of-use assets and lease liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 2020 ​ ​ (in millions) Operating Leases: ​ ​ ​ ​ Right-of-use assets (other assets) ​ $ 467 ​ $ 556 Lease liabilities (accrued expenses and other liabilities) ​ 479 ​ 573 ​ ​ ​ ​ ​ ​ ​ Financing Leases: ​ ​ ​ ​ Right-of-use assets (property, plant and equipment, net) ​ 56 ​ 65 Lease liabilities (debt) ​ 72 ​ 81 ​ ​ 85 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Additional information with respect to our operating leases as of December 31, 2021 and 2020 is presented below. The lease terms and discount rates for our Energy, Automotive and Food Packaging segments represent weighted averages based on their respective lease liability balances. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-Of-Use Lease ​ Discount Operating Leases as of December 31, 2021 ​ Assets ​ Liabilities ​ Lease Term ​ Rate ​ ​ (in millions) ​ ​ ​ ​ ​ Energy ​ $ 37 ​ $ 37 ​ 4.1 years ​ 5.4 % ​ Automotive ​ 369 ​ 385 4.9 years 5.8 % ​ Food Packaging ​ 28 ​ 31 10.5 years 7.4 % ​ Other segments and Holding Company ​ 33 ​ 26 ​ ​ ​ $ 467 ​ $ 479 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-Of-Use Lease ​ Discount ​ Operating Leases as of December 31, 2020 ​ Assets ​ Liabilities ​ Lease Term ​ Rate ​ ​ ​ (in millions) ​ ​ ​ ​ ​ Energy ​ $ 37 ​ $ 38 ​ 3.1 years ​ 5.5 % ​ Automotive ​ 436 ​ 456 4.6 years 5.7 % ​ Food Packaging ​ 32 ​ 35 11.1 years 7.4 % ​ Other segments and Holding Company ​ 51 ​ 44 ​ ​ ​ $ 556 ​ $ 573 ​ ​ ​ ​ ​ ​ Maturities of lease liabilities as of December 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating ​ Financing Year Leases Leases ​ ​ (in millions) 2022 ​ $ 168 ​ $ 16 2023 ​ 116 ​ 14 2024 ​ 85 ​ 12 2025 ​ 61 ​ 12 2026 ​ 42 ​ 12 Thereafter ​ 89 ​ 31 Total lease payments ​ 561 ​ 97 Less: imputed interest ​ ( 82 ) ​ ( 25 ) ​ ​ $ 479 ​ $ 72 ​ For the year ended December 31, 2021, lease cost was comprised of operating lease cost of $ 196 million, amortization of financing lease right-of use assets of $ 10 million and interest expense on financing lease liabilities of $ 6 million. For the year ended December 31, 2020, lease cost was comprised of operating lease cost of $ 200 million, amortization of financing lease right-of use assets of $ 11 million and interest expense on financing lease liabilities of $ 7 million. For the year ended December 31, 2019, lease cost was comprised of operating lease cost of $ 202 million, amortization of financing lease right-of use assets of $ 14 million and interest expense on financing lease liabilities of $ 7 86 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS million. Our Automotive segment accounted for $ 163 million, $ 166 million and $ 173 million of total lease cost for the years ended December 31, 2021, 2020 and 2019, respectively. Real Estate Our Real Estate segment leases real estate, primarily commercial properties under long-term operating leases. As of December 31, 2021 and 2020, our Real Estate segment has assets leased to others included in property, plant and equipment of $ 251 million and $ 222 million, respectively, net of accumulated depreciation. Our Real Estate segment’s revenue from operating leases were $ 8 million, $ 32 million and $ 33 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in other revenue from operations in the consolidated statements of operations. Our Real Estate segment’s anticipated future receipts of minimum operating lease payments receivable are $ 3 million for 2022, $ 6 million in 2023, $ 8 million for each of 2024 and 2025, $ 7 million for 2026 and an aggregate of $ 78 million for 2027 and thereafter. 11. Debt Debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 ​ ​ (in millions) Holding Company: ​ ​ ​ ​ 6.250 % senior unsecured notes due 2022 ​ $ — ​ $ 1,209 6.750 % senior unsecured notes due 2024 ​ 499 ​ 499 4.750 % senior unsecured notes due 2024 ​ 1,105 ​ 1,106 6.375 % senior unsecured notes due 2025 ​ 748 ​ 748 6.250 % senior unsecured notes due 2026 ​ 1,250 ​ 1,250 5.250 % senior unsecured notes due 2027 ​ 1,461 ​ 999 4.375 % senior unsecured notes due 2029 ​ ​ 747 ​ ​ — ​ ​ 5,810 ​ 5,811 Reporting Segments: ​ ​ ​ ​ ​ ​ Energy ​ 1,660 ​ 1,691 Automotive ​ 26 ​ 368 Food Packaging ​ 155 ​ 151 Real Estate ​ 1 ​ 1 Home Fashion ​ 40 ​ 21 Metals ​ — ​ 16 ​ ​ 1,882 ​ 2,248 Total Debt ​ $ 7,692 ​ $ 8,059 ​ Holding Company Our Holding Company debt consists of various issues of fixed-rate senior unsecured notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. (the “Issuers”) and guaranteed by Icahn Enterprises Holdings (the “Guarantor”). Interest on each of the senior unsecured notes are payable semi-annually. In January 2021, the Issuers issued $ 750 million in aggregate principal amount of 4.375 % senior unsecured notes due 2029. The proceeds from these notes were used to redeem $ 750 million principal amount of 6.250 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses. 87 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In April 2021, the Issuers issued $ 455 million in aggregate principal amount of 4.750 % senior unsecured notes due 2024 and $ 250 million in aggregate principal amount of 5.250 % senior unsecured notes due 2027. The proceeds from these issuances, together with cash on hand, were used to redeem in full our prior outstanding $ 1.35 billion principal amount of the 5.875 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses. In January 2020, the Issuers issued $ 600 million in aggregate principal amount of additional 5.250 % senior unsecured notes due 2027. The proceeds from this issuance were used to redeem the remaining $ 455 million principal amount of the 6.250 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses. In May and June 2019, the Issuers issued $ 1.250 billion in aggregate principal amount of 6.250 % senior unsecured notes due 2026. The proceeds from these notes, together with cash on hand, were used to redeem all of the prior outstanding 6.000 % senior unsecured notes due 2020 and to pay accrued interest, related fees and expenses. In September 2019, the Issuers issued $ 500 million in aggregate principal amount of 4.750 % senior unsecured notes due 2024. The proceeds from these notes were used for general limited partnership purposes. In December 2019, the Issuers issued $ 750 million in aggregate principal amount of 5.250 % senior unsecured notes due 2027. The proceeds from these notes were used for general limited partnership purposes. Icahn Enterprises recorded a gain on extinguishment of debt of $ 3 million in 2021, a loss on extinguishment of debt of $ 4 million in 2020 and a gain on extinguishment of debt of $ 2 million in 2019 in connection with the debt transactions discussed above. Each of our senior unsecured notes and the related guarantees are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness. All of our senior unsecured notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness. All of our senior unsecured notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor. The indentures governing each of our senior unsecured notes: restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior unsecured notes; restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indenture, with certain exceptions; require that on each quarterly determination date, Icahn Enterprises and the guarantor of each of the senior unsecured notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein; and restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates. Additionally, each of the senior unsecured notes outstanding as of December 31, 2021, except for the 4.750 % senior unsecured notes due 2024, the 5.250 % senior unsecured notes due 2027 and the 4.375 % senior unsecured notes due 2029, are subject to optional redemption premiums in the event we redeem any of the notes prior to certain dates as described in the indentures. As of December 31, 2021 and 2020, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of December 31, 2021, based on covenants in the indentures governing our senior unsecured notes, we are not permitted to incur additional indebtedness; however, we are permitted to issue new notes in connection with debt refinancings of existing notes. Subsequent Event In February 2022, we repaid all of our outstanding $ 500 million aggregate principal amount of 6.750 % senior unsecured notes due 2024 at par. 88 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Reporting Segments Energy Our Energy segment’s debt primarily consists of (i) $ 600 million in aggregate principal amount of 5.25 % senior secured notes due 2025 and $ 400 million in aggregate principal amount of 5.75 % senior secured notes due 2028 (each issued by CVR Energy) and (ii) $ 65 million in aggregate principal amount of 9.25 % senior secured notes due 2023 and $ 550 million in aggregate principal amount of 6.125 % senior secured notes due 2028 (issued by CVR Partners). Interest for each of these notes are accrued and paid based on contractual terms. The $ 550 million in aggregate principal amount of 6.125 % senior secured notes due 2028 were issued by CVR Partners in June 2021. Proceeds from these notes were used to fund a partial redemption of its existing 9.25 % senior secured notes due 2023. During 2021, an additional $ 30 million of CVR Partners’ existing 9.25 % senior secured notes due 2023 were redeemed and in February 2022, the remaining $ 65 million was redeemed. The $ 600 million in aggregate principal amount of 5.25 % senior secured notes due 2025 and $ 400 million in aggregate principal amount of 5.75 % senior secured notes due 2028 were issued by CVR Energy in January 2020. A portion of the net proceeds from the issuance of these notes were used to fund the redemption of CVR Energy’s existing $ 500 million senior secured notes due 2022 (issued by CVR Refining). The remaining net proceeds were used for CVR Energy’s general corporate purposes. In connection with these transactions, our Energy segment recorded a loss on extinguishment of debt of $ 8 million. These senior secured notes issued by CVR Partners are guaranteed on a senior secured basis by all of CVR Partners’ existing domestic subsidiaries, excluding CVR Nitrogen Finance Corporation. The indenture governing these notes contain certain covenants that restrict the ability of the issuers and their restricted subsidiaries from incurring additional debt or issuing certain disqualified equity, create liens on certain assets to secure debt, pay dividends/distributions or make other equity distributions, purchase or redeem capital stock/common units, make certain investments, transfer and sell assets, agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans, or other asset transfers to the issuers, consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets, engage in transactions with affiliates and designate restricted subsidiaries as unrestricted subsidiaries. As of December 31, 2021 and 2020, total availability under CVR Refining and CVR Partners variable rate asset based revolving credit facilities aggregated $ 396 million and $ 385 million, respectively. CVR Refining also had $ 39 million and $ 35 million of letters of credit outstanding as of December 31, 2021 and 2020. Automotive As of December 31, 2020, Icahn Automotive’s debt primarily consisted of an asset-based revolving credit facility with variable interest rates. Icahn Automotive’s debt outstanding under this credit facility was $ 350 million as of December 31, 2020 with a maturity date in the third quarter of 2021. Interest for the credit facility was accrued and paid based on contractual terms. The interest rate on the credit facility was 2.01 % as of December 31, 2020. Substantially all of Icahn Automotive’s assets were pledged as collateral under the above credit facility. Icahn Automotive also had $ 45 million of letters of credit outstanding as of December 31, 2020. In August 2021, all of our Automotive segment’s outstanding credit facility was repaid in full in the amount of $ 350 million, and the credit facility was closed. Food Packaging Viskase’s debt primarily consists of a credit agreement providing for a $ 150 million term loan and a $ 30 million revolving credit facility issued in October 2020 and maturing in 2023. The proceeds from the term loan, plus cash received from Viskase’s equity private placement in October 2020, as discussed in Note 1, “Description of Business,” were used to repay in full Viskase’s existing term loan. Interest for this note is accrued and paid based on contractual terms. The interest rate on Viskase’s term loans were 2.47 % and 3.72 % as of December 31, 2021 and 2020, respectively. 89 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Covenants All of our subsidiaries are currently in compliance with all covenants and restrictions as described in the various executed agreements and contracts with respect to each debt instrument. These covenants include limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments and affiliate and extraordinary transactions. Non-Cash Charges to Interest Expense The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the consolidated statements of operations were $ 5 million, $ 4 million and $ 6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Consolidated Maturities The following is a summary of the maturities of our debt as of December 31, 2021: ​ ​ ​ ​ ​ Year Amount ​ ​ (in millions) 2022 ​ $ 73 2023 ​ 74 2024 ​ 1,611 2025 ​ 1,363 2026 ​ 1,349 Thereafter ​ 3,156 Total debt payments (excluding financing lease payments) ​ 7,626 Less: unamortized discounts, premiums and deferred financing fees ​ ( 6 ) Financing leases (Note 10) ​ 72 ​ ​ $ 7,692 ​ ​ 90 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. Net Income (Loss) Per LP Unit The components of the computation of basic and diluted income (loss) per LP unit from continuing and discontinued operations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ (in millions, except per unit amounts) Net loss attributable to Icahn Enterprises from continuing operations $ ( 518 ) $ ( 1,653 ) $ ( 1,066 ) Less: net income attributable to Icahn Enterprises from continuing operations allocated 100% to general partner ( 98 ) ​ — ​ — Net loss attributable to Icahn Enterprises from continuing operations allocable to limited partners $ ( 616 ) ​ $ ( 1,653 ) ​ $ ( 1,066 ) Net loss attributable to Icahn Enterprises from continuing operations allocated to limited partners (98.01% allocation) $ ( 604 ) ​ $ ( 1,620 ) ​ $ ( 1,045 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Icahn Enterprises from discontinued operations allocable to limited partners $ — ​ $ — ​ $ ( 32 ) Net loss attributable to Icahn Enterprises from discontinued operations allocated to limited partners (98.01% allocation) $ — ​ $ — ​ $ ( 31 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted loss per LP unit: ​ ​ Continuing operations $ ( 2.32 ) ​ $ ( 7.33 ) ​ $ ( 5.23 ) Discontinued operations — ​ — ​ ( 0.15 ) Basic and diluted loss per LP unit $ ( 2.32 ) ​ $ ( 7.33 ) ​ $ ( 5.38 ) Basic and diluted weighted average LP units outstanding 260 ​ 221 ​ 200 ​ GP Allocation As disclosed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies - Acquisition, Investments and Disposition of Entities under Common Control,” upon the sale of common control entities, such as PSC Metals, a portion of the gain or loss on the sale is first allocated to the general partner in order to restore the general partners’ capital account for cumulative charges or credits relating to periods prior to our obtaining a controlling interest in such entities from Mr. Icahn and his affiliates. After such general partner allocation, the remaining gain is allocated among our general partner and limited partners, in accordance with their respective ownership percentages. ​ 91 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS LP Unit Transactions The following table summarizes the changes in our outstanding depositary units during each of the years ended December 31, 2021, 2020 and 2019. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mr. Icahn and ​ Public ​ ​ ​ Affiliates Unitholders Total December 31, 2018 ​ 175,441,588 15,924,509 ​ 191,366,097 Unit distributions 21,608,064 290,789 21,898,853 2017 Incentive Plan — 19,259 19,259 At-the-market offerings ​ — 794,349 ​ 794,349 December 31, 2019 197,049,652 17,028,906 214,078,558 Unit distributions 24,902,568 449,610 25,352,178 At-the-market offerings — 1,908,099 1,908,099 Sale to Brett Icahn ( 202,758 ) ​ 202,758 — December 31, 2020 221,749,462 19,589,373 241,338,835 Unit distributions 35,297,798 1,577,600 36,875,398 2017 Incentive Plan — 18,491 18,491 At-the-market offerings ​ — ​ 15,170,519 ​ 15,170,519 December 31, 2021 257,047,260 36,355,983 293,403,243 ​ Unit Distributions During each of the years ended December 31, 2021, 2020 and 2019, we declared four quarterly distributions. Depositary unitholders were given the option to make an election to receive the distributions in either cash or additional depositary units. If a holder did not make a timely election, it was automatically deemed to have elected to receive the distributions in additional depositary units. At-The-Market-Offerings In May 2019, Icahn Enterprises entered into a new Open Market Sale Agreement, pursuant to which Icahn Enterprises was able to sell its depositary units, from time to time, for up to $ 400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering. This agreement has been subsequently terminated and superseded by subsequent agreements with substantially the same terms. During the year ended December 31, 2021, Icahn Enterprises sold depositary units pursuant to this agreement, resulting in gross proceeds of $ 833 million. As of December 31, 2021, we continue to have an active Open Market Sale Agreement and Icahn Enterprises may sell its depositary units for up to an additional $ 328 million in aggregate gross sale proceeds pursuant to this agreement entered into on December 3, 2021. 2017 Incentive Plan During the years ended December 31, 2021, 2020 and 2019, we distributed depositary units, net of payroll withholdings, with respect to certain restricted depositary units and deferred unit awards that vested during the respective periods in connection with the Icahn Enterprises L.P. 2017 Long Term Incentive Plan (the “2017 Incentive Plan”). The aggregate impact of the 2017 Incentive Plan is not material with respect to our consolidated financial statements, including the calculation of potentially dilutive units and diluted income per LP unit. 92 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. Segment and Geographic Reporting We report segment information based on the various industries in which our businesses operate and how we manage those businesses in accordance with our investment strategies, which may include: identifying and acquiring undervalued assets and businesses, often through the purchase of distressed securities; increasing value through management, financial or other operational changes; and managing complex legal, regulatory or financial issues, which may include bankruptcy or insolvency, environmental, zoning, permitting and licensing issues. Therefore, although many of our businesses are operated under separate local management, certain of our businesses are grouped together when they operate within a similar industry, comprising similarities in products, customers, production processes and regulatory environments, and when such businesses, when considered together, may be managed in accordance with one or more investment strategies specific to those businesses. Among other measures, we assess and measure segment operating results based on net income from continuing operations attributable to Icahn Enterprises. Certain terms of financings for certain of our businesses impose restrictions on the business’ ability to transfer funds to us, including restrictions on dividends, distributions, loans and other transactions. Our condensed statements of operations and balance sheets by reporting segment are presented below. Condensed Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2021 ​ Investment Energy Automotive Food Packaging Real Estate Home Fashion Pharma Metals Mining Holding Company Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 7,242 ​ $ 1,789 ​ $ 416 ​ $ 55 ​ $ 197 ​ $ 81 ​ $ 524 ​ $ — ​ $ — ​ $ 10,304 Other revenues from operations ​ — ​ — ​ 595 ​ — ​ 38 ​ — ​ 4 ​ — ​ — ​ — ​ 637 Net gain (loss) from investment activities ​ 145 ​ 81 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 33 ) ​ 193 Interest and dividend income ​ 132 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 5 ​ 137 (Loss) gain on disposition of assets, net ​ — ​ ( 3 ) ​ ( 22 ) ​ — ​ 3 ​ — ​ — ​ 163 ​ — ​ — ​ 141 Other (loss) income, net ​ ( 75 ) ​ 7 ​ ( 2 ) ​ ( 14 ) ​ — ​ — ​ — ​ ( 3 ) ​ — ​ 3 ​ ( 84 ) ​ ​ 202 ​ 7,327 ​ 2,360 ​ 402 ​ 96 ​ 197 ​ 85 ​ 684 ​ — ​ ( 25 ) ​ 11,328 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 7,069 ​ 1,335 ​ 343 ​ 44 ​ 159 ​ 50 ​ 481 ​ — ​ — ​ 9,481 Other expenses from operations ​ — ​ — ​ 466 ​ — ​ 47 ​ — ​ — ​ — ​ — ​ — ​ 513 Selling, general and administrative ​ 16 ​ 147 ​ 880 ​ 50 ​ 13 ​ 46 ​ 38 ​ 16 ​ — ​ 35 ​ 1,241 Restructuring, net ​ — ​ — ​ 4 ​ 1 ​ — ​ — ​ — ​ — ​ — ​ — ​ 5 Impairment ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Interest expense ​ 218 ​ 109 ​ 7 ​ 6 ​ — ​ 2 ​ — ​ 1 ​ — ​ 323 ​ 666 ​ ​ 234 ​ 7,325 ​ 2,692 ​ 400 ​ 104 ​ 207 ​ 88 ​ 498 ​ — ​ 358 ​ 11,906 (Loss) income from continuing operations before income tax benefit (expense) ​ ( 32 ) ​ 2 ​ ( 332 ) ​ 2 ​ ( 8 ) ​ ( 10 ) ​ ( 3 ) ​ 186 ​ — ​ ( 383 ) ​ ( 578 ) Income tax benefit (expense) ​ — ​ 27 ​ 72 ​ ( 4 ) ​ — ​ 2 ​ — ​ — ​ — ​ ( 19 ) ​ 78 Net (loss) income ​ ( 32 ) ​ 29 ​ ( 260 ) ​ ( 2 ) ​ ( 8 ) ​ ( 8 ) ​ ( 3 ) ​ 186 ​ — ​ ( 402 ) ​ ( 500 ) Less: net (loss) income from continuing operations attributable to non-controlling interests ​ ( 16 ) ​ 34 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 18 Net (loss) income from continuing operations attributable to Icahn Enterprises ​ $ ( 16 ) ​ $ ( 5 ) ​ $ ( 260 ) ​ $ ( 2 ) ​ $ ( 8 ) ​ $ ( 8 ) ​ $ ( 3 ) ​ $ 186 ​ $ — ​ $ ( 402 ) ​ $ ( 518 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 224 ​ $ 48 ​ $ 17 ​ $ 10 ​ $ 3 ​ $ — ​ $ 3 ​ $ — ​ $ — ​ $ 305 Depreciation and amortization ​ $ — ​ $ 343 ​ $ 87 ​ $ 28 ​ $ 9 ​ $ 7 ​ $ 28 ​ $ 14 ​ $ — ​ $ 1 ​ $ 517 ​ 93 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2020 ​ Investment Energy Automotive Food Packaging Real Estate Home Fashion Pharma Metals Mining Holding Company Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 3,930 ​ $ 1,929 ​ $ 409 ​ $ 43 ​ $ 188 ​ $ 3 ​ $ 313 ​ $ — ​ $ — ​ $ 6,815 Other revenues from operations ​ — ​ — ​ 549 ​ — ​ 59 ​ — ​ — ​ — ​ — ​ — ​ 608 Net (loss) gain from investment activities ​ ( 1,368 ) ​ 34 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 87 ) ​ ( 1,421 ) Interest and dividend income ​ 136 ​ 10 ​ — ​ — ​ 1 ​ — ​ — ​ — ​ — ​ 22 ​ 169 (Loss) gain on disposition of assets, net ​ — ​ ( 7 ) ​ ( 6 ) ​ — ​ ( 5 ) ​ — ​ — ​ 1 ​ — ​ — ​ ( 17 ) Other (loss) income, net ​ ( 17 ) ​ ( 1 ) ​ ( 7 ) ​ ( 6 ) ​ — ​ 2 ​ — ​ 3 ​ — ​ ( 5 ) ​ ( 31 ) ​ ​ ( 1,249 ) ​ 3,966 ​ 2,465 ​ 403 ​ 98 ​ 190 ​ 3 ​ 317 ​ — ​ ( 70 ) ​ 6,123 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 4,164 ​ 1,344 ​ 327 ​ 35 ​ 150 ​ 2 ​ 298 ​ — ​ — ​ 6,320 Other expenses from operations ​ — ​ — ​ 449 ​ — ​ 38 ​ — ​ — ​ — ​ — ​ — ​ 487 Selling, general and administrative ​ 2 ​ 116 ​ 904 ​ 52 ​ 34 ​ 43 ​ 2 ​ 16 ​ — ​ 22 ​ 1,191 Restructuring, net ​ — ​ — ​ 8 ​ 1 ​ — ​ — ​ — ​ 1 ​ — ​ — ​ 10 Impairment ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 7 ​ ​ 3 ​ ​ — ​ ​ 1 ​ ​ — ​ ​ — ​ ​ 11 Interest expense ​ 196 ​ 125 ​ 12 ​ 11 ​ — ​ 1 ​ — ​ 1 ​ — ​ 342 ​ 688 ​ ​ 198 ​ 4,405 ​ 2,717 ​ 391 ​ 114 ​ 197 ​ 4 ​ 317 ​ — ​ 364 ​ 8,707 (Loss) income from continuing operations before income tax benefit (expense) ​ ( 1,447 ) ​ ( 439 ) ​ ( 252 ) ​ 12 ​ ( 16 ) ​ ( 7 ) ​ ( 1 ) ​ — ​ — ​ ( 434 ) ​ ( 2,584 ) Income tax benefit (expense) ​ — ​ 112 ​ 54 ​ ( 8 ) ​ — ​ — ​ — ​ — ​ — ​ ( 42 ) ​ 116 Net (loss) income from continuing operations ​ ( 1,447 ) ​ ( 327 ) ​ ( 198 ) ​ 4 ​ ( 16 ) ​ ( 7 ) ​ ( 1 ) ​ — ​ — ​ ( 476 ) ​ ( 2,468 ) Less: net (loss) income from continuing operations attributable to non-controlling interests ​ ( 682 ) ​ ( 133 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 815 ) Net (loss) income from continuing operations attributable to Icahn Enterprises ​ $ ( 765 ) ​ $ ( 194 ) ​ $ ( 198 ) ​ $ 4 ​ $ ( 16 ) ​ $ ( 7 ) ​ $ ( 1 ) ​ $ — ​ $ — ​ $ ( 476 ) ​ $ ( 1,653 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 124 ​ $ 35 ​ $ 19 ​ $ 11 ​ $ 5 ​ $ — ​ $ 3 ​ $ — ​ $ 2 ​ $ 199 Depreciation and amortization ​ $ — ​ $ 343 ​ $ 95 ​ $ 27 ​ $ 17 ​ $ 8 ​ $ 2 ​ $ 18 ​ $ — ​ $ — ​ $ 510 ​ 94 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2019 ​ Investment Energy Automotive Food Packaging Real Estate Home Fashion Pharma Metals Mining Holding Company Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 6,364 ​ $ 2,293 ​ $ 385 ​ $ 23 ​ $ 187 ​ $ — ​ $ 340 ​ $ 130 ​ $ — ​ $ 9,722 Other revenues from operations ​ — ​ — ​ 591 ​ — ​ 75 ​ — ​ — ​ — ​ — ​ — ​ 666 Net loss from investment activities ​ ( 1,599 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 332 ) ​ ( 1,931 ) Interest and dividend income ​ 190 ​ 4 ​ — ​ — ​ 1 ​ — ​ — ​ — ​ 1 ​ 69 ​ 265 Gain (loss) on disposition of assets, net ​ — ​ 4 ​ ( 4 ) ​ — ​ — ​ — ​ — ​ 1 ​ 252 ​ — ​ 253 Other (loss) income, net ​ ( 5 ) ​ 13 ​ 15 ​ ( 8 ) ​ 4 ​ ( 1 ) ​ — ​ — ​ ( 1 ) ​ 2 ​ 19 ​ ​ ( 1,414 ) ​ 6,385 ​ 2,895 ​ 377 ​ 103 ​ 186 ​ — ​ 341 ​ 382 ​ ( 261 ) ​ 8,994 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 5,707 ​ 1,615 ​ 312 ​ 18 ​ 159 ​ — ​ 343 ​ 51 ​ — ​ 8,205 Other expenses from operations ​ — ​ — ​ 474 ​ — ​ 54 ​ — ​ — ​ — ​ — ​ — ​ 528 Selling, general and administrative ​ 23 ​ 146 ​ 1,032 ​ 55 ​ 21 ​ 42 ​ — ​ 15 ​ 15 ​ 26 ​ 1,375 Restructuring, net ​ — ​ — ​ 6 ​ 8 ​ — ​ 1 ​ — ​ 3 ​ — ​ — ​ 18 Impairment ​ — ​ — ​ — ​ 1 ​ — ​ — ​ — ​ 1 ​ — ​ — ​ 2 Interest expense ​ 106 ​ 106 ​ 20 ​ 17 ​ — ​ 1 ​ — ​ 1 ​ 4 ​ 350 ​ 605 ​ ​ 129 ​ 5,959 ​ 3,147 ​ 393 ​ 93 ​ 203 ​ — ​ 363 ​ 70 ​ 376 ​ 10,733 (Loss) income from continuing operations before income tax (expense) benefit ​ ( 1,543 ) ​ 426 ​ ​ ( 252 ) ​ ( 16 ) ​ 10 ​ ( 17 ) ​ — ​ ( 22 ) ​ 312 ​ ( 637 ) ​ ( 1,739 ) Income tax (expense) benefit ​ — ​ ( 112 ) ​ 55 ​ ( 6 ) ​ 6 ​ — ​ — ​ — ​ ( 1 ) ​ 38 ​ ( 20 ) Net (loss) income from continuing operations ​ ( 1,543 ) ​ 314 ​ ( 197 ) ​ ( 22 ) ​ 16 ​ ( 17 ) ​ — ​ ( 22 ) ​ 311 ​ ( 599 ) ​ ( 1,759 ) Less: net (loss) income from continuing operations attributable to non-controlling interests ​ ( 768 ) ​ 68 ​ — ​ ( 5 ) ​ — ​ — ​ — ​ — ​ 12 ​ — ​ ( 693 ) Net (loss) income from continuing operations attributable to Icahn Enterprises ​ $ ( 775 ) ​ $ 246 ​ $ ( 197 ) ​ $ ( 17 ) ​ $ 16 ​ $ ( 17 ) ​ $ — ​ $ ( 22 ) ​ $ 299 ​ $ ( 599 ) ​ $ ( 1,066 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 121 ​ $ 47 ​ $ 17 ​ $ 22 ​ $ 5 ​ $ — ​ $ 24 ​ $ 14 ​ $ — ​ $ 250 Depreciation and amortization ​ $ — ​ $ 352 ​ $ 98 ​ $ 26 ​ $ 17 ​ $ 7 ​ $ — ​ $ 19 ​ $ — ​ $ — ​ $ 519 ​ Disaggregation of Revenue In addition to the condensed statements of operations by reporting segment above, we provide additional disaggregated revenue information for our Energy and Automotive segments below. Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions) Petroleum products ​ $ 6,709 ​ $ 3,580 ​ $ 5,960 Nitrogen fertilizer products ​ 533 ​ 350 ​ 404 ​ ​ $ 7,242 ​ $ 3,930 ​ $ 6,364 ​ Automotive ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions) Automotive services ​ $ 1,377 ​ $ 1,228 ​ $ 1,373 Aftermarket parts sales ​ 1,007 ​ 1,250 ​ 1,511 ​ ​ $ 2,384 ​ $ 2,478 ​ $ 2,884 ​ 95 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ Investment ​ Energy ​ Automotive ​ Food Packaging ​ Real Estate ​ Home Fashion Pharma ​ Metals ​ Holding Company ​ Consolidated ​ ​ (in millions) ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 19 ​ $ 510 ​ $ 28 ​ $ 10 ​ $ 30 ​ $ 3 ​ $ 14 ​ $ — ​ $ 1,707 ​ $ 2,321 Cash held at consolidated affiliated partnerships and restricted cash ​ 2,008 ​ 7 ​ 17 ​ — ​ 11 ​ — ​ — ​ — ​ 72 ​ 2,115 Investments ​ 8,952 ​ 79 ​ — ​ — ​ 15 ​ — ​ — ​ — ​ 105 ​ 9,151 Accounts receivable, net ​ — ​ 299 ​ 103 ​ 82 ​ 10 ​ 32 ​ 20 ​ — ​ — ​ 546 Inventories ​ — ​ 484 ​ 780 ​ 93 ​ — ​ 106 ​ 15 ​ — ​ — ​ 1,478 Property, plant and equipment, net ​ — ​ 2,735 ​ 786 ​ 147 ​ 351 ​ 60 ​ — ​ — ​ 6 ​ 4,085 Goodwill and intangible assets, net ​ — ​ 221 ​ 362 ​ 27 ​ — ​ 21 ​ 254 ​ — ​ — ​ 885 Other assets ​ 6,156 ​ 252 ​ 506 ​ 99 ​ 109 ​ 21 ​ 6 ​ — ​ 16 ​ 7,165 Total assets ​ $ 17,135 ​ $ 4,587 ​ $ 2,582 ​ $ 458 ​ $ 526 ​ $ 243 ​ $ 309 ​ $ — ​ $ 1,906 ​ $ 27,746 LIABILITIES AND EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable, accrued expenses and other liabilities ​ $ 2,405 ​ $ 1,579 ​ $ 981 ​ $ 146 ​ $ 49 ​ $ 71 ​ $ 50 ​ $ — ​ $ 90 ​ $ 5,371 Securities sold, not yet purchased, at fair value ​ 5,340 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 5,340 Debt ​ — ​ 1,660 ​ 26 ​ 155 ​ 1 ​ 40 ​ — ​ — ​ 5,810 ​ 7,692 Total liabilities ​ 7,745 ​ 3,239 ​ 1,007 ​ 301 ​ 50 ​ 111 ​ 50 ​ — ​ 5,900 ​ 18,403 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity attributable to Icahn Enterprises ​ 4,271 ​ 686 ​ 1,575 ​ 143 ​ 472 ​ 132 ​ 259 ​ — ​ ( 3,994 ) ​ 3,544 Equity attributable to non-controlling interests ​ 5,119 ​ 662 ​ — ​ 14 ​ 4 ​ — ​ — ​ — ​ — ​ 5,799 Total equity ​ 9,390 ​ 1,348 ​ 1,575 ​ 157 ​ 476 ​ 132 ​ 259 ​ — ​ ( 3,994 ) ​ 9,343 Total liabilities and equity ​ $ 17,135 ​ $ 4,587 ​ $ 2,582 ​ $ 458 ​ $ 526 ​ $ 243 ​ $ 309 ​ $ — ​ $ 1,906 ​ $ 27,746 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ ​ Investment ​ Energy ​ Automotive ​ Food Packaging ​ Real Estate ​ Home Fashion Pharma ​ Metals ​ Holding Company ​ Consolidated ​ ​ (in millions) ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 14 ​ $ 667 ​ $ 25 ​ $ 16 ​ $ 21 ​ $ 2 ​ $ 8 ​ $ 1 ​ $ 925 ​ $ 1,679 Cash held at consolidated affiliated partnerships and restricted cash ​ 1,558 ​ 7 ​ 20 ​ — ​ 8 ​ 6 ​ — ​ 2 ​ 11 ​ 1,612 Investments ​ 8,239 ​ 253 ​ 40 ​ — ​ 15 ​ — ​ — ​ — ​ 366 ​ 8,913 Accounts receivable, net ​ — ​ 178 ​ 109 ​ 88 ​ 10 ​ 33 ​ 20 ​ 63 ​ — ​ 501 Inventories ​ — ​ 298 ​ 1,080 ​ 89 ​ — ​ 81 ​ 10 ​ 22 ​ — ​ 1,580 Property, plant and equipment, net ​ — ​ 2,747 ​ 857 ​ 160 ​ 310 ​ 65 ​ — ​ 82 ​ 7 ​ 4,228 Goodwill and intangible assets, net ​ — ​ 238 ​ 372 ​ 31 ​ 1 ​ 21 ​ 282 ​ 9 ​ — ​ 954 Other assets ​ 4,308 ​ 335 ​ 582 ​ 103 ​ 121 ​ 19 ​ 6 ​ 38 ​ 10 ​ 5,522 Total assets ​ $ 14,119 ​ $ 4,723 ​ $ 3,085 ​ $ 487 ​ $ 486 ​ $ 227 ​ $ 326 ​ $ 217 ​ $ 1,319 ​ $ 24,989 LIABILITIES AND EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable, accrued expenses and other liabilities ​ $ 2,256 ​ $ 1,189 ​ $ 1,163 ​ $ 182 ​ $ 45 ​ $ 65 ​ $ 64 ​ $ 73 ​ $ 114 ​ $ 5,151 Securities sold, not yet purchased, at fair value ​ 2,521 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 2,521 Debt ​ — ​ 1,691 ​ 368 ​ 151 ​ 1 ​ 21 ​ — ​ 16 ​ 5,811 ​ 8,059 Total liabilities ​ 4,777 ​ 2,880 ​ 1,531 ​ 333 ​ 46 ​ 86 ​ 64 ​ 89 ​ 5,925 ​ 15,731 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity attributable to Icahn Enterprises ​ 4,283 ​ 1,039 ​ 1,554 ​ 142 ​ 440 ​ 141 ​ 262 ​ 128 ​ ( 4,606 ) ​ 3,383 Equity attributable to non-controlling interests ​ 5,059 ​ 804 ​ — ​ 12 ​ — ​ — ​ — ​ — ​ — ​ 5,875 Total equity ​ 9,342 ​ 1,843 ​ 1,554 ​ 154 ​ 440 ​ 141 ​ 262 ​ 128 ​ ( 4,606 ) ​ 9,258 Total liabilities and equity ​ $ 14,119 ​ $ 4,723 ​ $ 3,085 ​ $ 487 ​ $ 486 ​ $ 227 ​ $ 326 ​ $ 217 ​ $ 1,319 ​ $ 24,989 ​ ​ 96 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Geographic Information The following table presents our consolidated geographic net sales from external customers, other revenues from operations and property, plant and equipment, net for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, Plant and ​ ​ Net Sales ​ Other Revenues From Operations ​ Equipment, Net ​ ​ Year Ended December 31, ​ Year Ended December 31, ​ December 31, ​ 2021 2020 2019 2021 2020 2019 2021 2020 ​ (in millions) United States ​ $ 9,924 ​ $ 6,462 ​ $ 9,271 ​ $ 626 ​ $ 604 ​ $ 652 ​ $ 3,955 ​ $ 4,082 International ​ 380 ​ 353 ​ 451 ​ 11 ​ 4 ​ 14 ​ 130 ​ 146 ​ ​ $ 10,304 ​ $ 6,815 ​ $ 9,722 ​ $ 637 ​ $ 608 ​ $ 666 ​ $ 4,085 ​ $ 4,228 ​ Geographic locations for net sales and other revenues from operations are based on locations of the customers and geographic locations for property, plant, and equipment are based on the locations of the assets. ​ ​ ​ 14. Income Taxes The difference between the book basis and the tax basis of our net assets, not directly subject to income taxes, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Icahn Enterprises ​ ​ December 31, ​ 2021 2020 ​ ​ (in millions) Book basis of net assets ​ $ 3,544 ​ $ 3,383 Book/tax basis difference ​ ( 1,362 ) ​ ( 775 ) Tax basis of net assets ​ $ 2,182 ​ $ 2,608 ​ Income (loss) from continuing operations before income tax benefit (expense) is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions) Domestic ​ $ ( 576 ) ​ $ ( 2,586 ) ​ $ ( 1,765 ) International ​ ( 2 ) ​ 2 ​ 26 ​ ​ $ ( 578 ) ​ $ ( 2,584 ) ​ $ ( 1,739 ) ​ 97 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income tax benefit (expense) attributable to continuing operations is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions) Current: ​ ​ ​ ​ ​ ​ Domestic ​ $ ( 87 ) ​ $ 69 ​ $ ( 106 ) International ​ ( 3 ) ​ ( 2 ) ​ ( 3 ) Total current ​ ( 90 ) ​ 67 ​ ( 109 ) Deferred: ​ ​ ​ Domestic ​ 166 ​ 51 ​ 87 International ​ 2 ​ ( 2 ) ​ 2 Total deferred ​ 168 ​ 49 ​ 89 ​ ​ $ 78 ​ $ 116 ​ $ ( 20 ) ​ A reconciliation of the income tax benefit (expense) calculated at the federal statutory rate to income tax benefit (expense) on continuing operations as shown in the consolidated statements of operations is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions) Income tax benefit at U.S. statutory rate ​ $ 121 ​ $ 543 ​ $ 365 Tax effect from: ​ ​ ​ Valuation allowance ​ 13 ​ ( 243 ) ​ ( 63 ) Non-controlling interest ​ 10 ​ ( 6 ) ​ ( 4 ) Tax rate changes ​ 13 ​ — ​ — Dividends received ​ ( 24 ) ​ — ​ — Income not subject to taxation ​ ( 64 ) ​ ( 287 ) ​ ( 314 ) State taxes ​ — ​ 103 ​ — Other ​ 9 ​ 6 ​ ( 4 ) Income tax benefit (expense) ​ $ 78 ​ $ 116 ​ $ ( 20 ) ​ 98 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The tax effect of significant differences representing deferred tax assets (liabilities) (the difference between financial statement carrying value and the tax basis of assets and liabilities) is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 ​ ​ (in millions) Deferred tax assets: ​ ​ ​ Property, plant and equipment ​ $ 1 ​ $ 17 Net operating loss ​ 955 ​ 996 Tax credits ​ 54 ​ 60 Capital loss ​ 342 ​ 358 Leases ​ 118 ​ 141 Other ​ 120 ​ 119 Total deferred tax assets ​ 1,590 ​ 1,691 Less: Valuation allowance ​ ( 971 ) ​ ( 1,026 ) Net deferred tax assets ​ $ 619 ​ $ 665 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ Property, plant and equipment ​ $ ( 118 ) ​ $ ( 121 ) Intangible assets ​ ( 80 ) ​ ( 84 ) Investment in partnerships ​ ( 496 ) ​ ( 657 ) Investment in U.S. subsidiaries ​ ( 184 ) ​ ( 184 ) Leases ​ ( 113 ) ​ ( 135 ) Other ​ ( 9 ) ​ ( 42 ) Total deferred tax liabilities ​ ( 1,000 ) ​ ( 1,223 ) ​ ​ $ ( 381 ) ​ $ ( 558 ) ​ We recorded deferred tax assets and deferred tax liabilities of $ 9 million and $ 390 million, respectively, as of December 31, 2020 and $ 10 million and $ 568 million, respectively, as of December 31, 2019. Deferred tax assets are included in other assets in our consolidated balance sheets. We analyze all positive and negative evidence to consider whether it is more likely than not that all of the deferred tax assets will be realized. Projected future income, tax planning strategies and the expected reversal of deferred tax liabilities are considered in making this assessment. As of December 31, 2021 we had a valuation allowance of approximately $ 971 million primarily related to tax loss and credit carryforwards and other deferred tax assets. The current and future provisions for income taxes may be significantly impacted by changes to valuation allowances. These allowances will be maintained until it is more likely than not that the deferred tax assets will be realized. For the year ended December 31, 2021, the valuation allowance on deferred tax assets decreased by $ 55 million. The decrease was primarily attributable to changes in state net operating loss carryforwards. On December 11, 2020, we acquired all of the outstanding stock of Vivus upon its emergence from bankruptcy. On July 15, 2021, we contributed the stock of Vivus, Inc. to American Entertainment Properties Corp (“AEPC”), a wholly owned subsidiary, in a tax-free transaction. Immediately after the contribution, Vivus, Inc. converted into an LLC and became a disregarded entity of AEPC. At December 31, 2021, American Entertainment Properties Corp. (“AEPC”), a wholly-owned corporate subsidiary of Icahn Enterprises, which includes all or parts of our Automotive, Food Packaging, Metals, Pharma, Home Fashion and Real Estate segments had U.S federal net operating loss carryforwards of approximately $ 2.9 billion with expiration dates from 2024 through unlimited carryforward periods. Additionally, AEPC and its corporate subsidiaries had foreign 99 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS net operating loss carryforwards of $ 29 million with an unlimited carryforward period and less than $ 1 million with a 5 -year carryforward period. At December 31, 2021, CVR Energy had state income tax credits of $ 26 million, which are available to reduce future state income taxes. These credits, if not used, will begin expiring in 2036. On October 9, 2020, Viskase completed an equity private placement whereby AEPC ownership increased from approximately 79 % to 89 % . As a result of greater than 80% ownership, Viskase became a member of the consolidated federal tax group of AEPC and party to a tax allocation agreement with AEPC. The tax allocation agreement provides, among other things, that AEPC will pay all consolidated federal income taxes on behalf of the consolidated tax group and Viskase is required to make payments to AEPC in an amount equal to the tax liability, if any, that it would have paid if it were to file a separate company return. As of December 31, 2021, we have not provided taxes on approximately $ 64 million of undistributed earnings in foreign subsidiaries which are deemed to be indefinitely reinvested. If at some future date these earnings cease to be permanently reinvested, we may be subject to foreign income and withholding taxes upon repatriation of such amounts. An estimate of the tax liability that would be incurred upon repatriation of foreign earnings is not practicable to determine. Enactment of U.S. Tax Legislation In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of The Tax Legislation. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. We report additional tax from the GILTI inclusion as incurred and currently estimate no additional tax due in 2021. Under the Tax Legislation, an entity must pay a Base Erosion Anti-Abuse Tax (“BEAT”) if the BEAT is greater than its regular tax liability. We currently estimate no additional tax due in 2021 pursuant to the BEAT provisions. Accounting for Uncertainty in Income Taxes A summary of the changes in the gross amounts of unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions) Balance at January 1 ​ $ 35 ​ $ 33 ​ $ 34 Addition based on tax positions related to the current year ​ — ​ 1 ​ 2 Increase for tax positions of prior years ​ — ​ 6 ​ — Decrease for tax positions of prior years ​ ( 1 ) ​ ( 2 ) ​ — Decrease for statute of limitation expiration ​ ( 1 ) ​ ( 3 ) ​ ( 3 ) Balance at December 31 ​ $ 33 ​ $ 35 ​ $ 33 ​ At December 31, 2021, 2020 and 2019, we had unrecognized tax benefits of $ 33 million, $ 35 million and $ 33 million, respectively. Of these totals, $ 29 million, $ 31 million and $ 27 million represent the amount of unrecognized tax benefits that if recognized, would affect the annual effective tax rate in the respective periods. The total unrecognized tax benefits differ from the amount which would affect the effective tax rate primarily due to the impact of valuation allowances. 100 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the next 12 months, we believe that it is reasonably possible that unrecognized tax benefits may decrease by approximately $ 5 million due to statute expirations. We recognize interest and penalties accrued related to unrecognized tax benefits as a component of income tax expense. We recorded $ 5 million, $ 3 million and $ 1 million as of December 31, 2021, 2020 and 2019, respectively, in liabilities for tax related net interest and penalties in our consolidated balance sheets. Income tax expense (benefit) related to interest and penalties were $ 2 million, $ 2 million and $ 0 million for the years December 31, 2021, 2020 and 2019, respectively. We or certain of our subsidiaries file income tax returns in the U.S. federal jurisdiction, various state jurisdictions and various non-U.S. jurisdictions. We and our subsidiaries are no longer subject to U.S. federal tax examinations for years before 2017 or state and local examinations for years before 2016, with limited exceptions. The AEPC group’s income tax returns are currently under examination by the Internal Revenue Service (“IRS”) for the years ended December 31, 2018 and 2017. As of December 31, 2021, AEPC has not been notified of any issues pursuant to the examination. 15. Changes in Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ Post-Retirement ​ ​ ​ ​ ​ Adjustments, Net ​ Benefits and ​ ​ ​ ​ of Tax Other, Net of Tax Total ​ ​ (in millions) Balance, December 31, 2020 ​ $ ( 31 ) ​ $ ( 49 ) ​ $ ( 80 ) Other comprehensive (loss) income before reclassifications, net of tax ​ ( 7 ) ​ 9 ​ 2 Reclassifications from accumulated other comprehensive loss to earnings, net of tax ​ — ​ 4 ​ 4 Other comprehensive (loss) income, net of tax ​ ( 7 ) ​ 13 ​ 6 Balance, December 31, 2021 ​ $ ( 38 ) ​ $ ( 36 ) ​ $ ( 74 ) ​ ​ 16. Other Income, Net Other income, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions) Dividend expense ​ $ ( 75 ) ​ $ ( 17 ) ​ $ ( 5 ) Equity earnings from non-consolidated affiliates ​ ​ 8 ​ ​ 2 ​ ​ 21 Foreign currency transaction loss ​ ( 14 ) ​ ( 5 ) ​ ( 5 ) Non-service pension and other post-retirement benefits expense ​ — ​ ( 1 ) ​ ( 3 ) (Loss) gain on extinguishment of debt, net ​ ( 5 ) ​ ( 12 ) ​ 2 Other ​ 2 ​ 2 ​ 9 ​ ​ $ ( 84 ) ​ $ ( 31 ) ​ $ 19 ​ ​ 101 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. Commitments and Contingencies Environmental Matters Due to the nature of our business, certain of our subsidiaries’ operations are subject to numerous existing and proposed laws and governmental regulations designed to protect the environment, particularly regarding plant wastes and emissions and solid waste disposal. Our consolidated environmental liabilities on an undiscounted basis were $ 13 million and $ 37 million as of December 31, 2021 and 2020, respectively, primarily within our Energy segment and, prior to our sale of PSC Metals in December 2021, our Metals segment as well, and which are included in accrued expenses and other liabilities in our consolidated balance sheets. We do not believe that environmental matters will have a material adverse impact on our consolidated results of operations and financial condition. Energy On August 21, 2018, CVR Refining received a letter from the United States Department of Justice (the “DOJ”) on behalf of the U.S. Environmental Protection Agency (the “EPA”) and the Kansas Department of Health and Environment (“KDHE”) alleging violations of the Clean Air Act and a 2012 Consent Decree (“CD”) between CVR Refining, the United States (on behalf of the EPA) and KDHE at its Coffeyville refinery, primarily relating to flares. In June 2020, a tolling agreement between the parties relating to such allegations expired, and the United States and KDHE sent demand letters relating to the allegations (the “Stipulated Claims”) and seeking stipulated penalties under the CD. In February 2021, the DOJ and KDHE sent CVR Refining a statement of position under the CD regarding its demand for Stipulated Claims. As CVR Refining disputes most claims asserted by the government, in accordance with the CD, CVR Refining deposited funds into a commercial escrow account pending resolution of disputed claims. The escrowed funds are legally restricted for use and are included within cash held at consolidated affiliated partnership and restricted cash on the consolidated balance sheets. In April 2021, CVR Refining filed a petition for judicial review of the Stipulated Claims with the United States District Court for the District of Kansas (“Kansas Federal District Court”), in accordance with the dispute resolution provisions of the CD. On September 23, 2021, the court ordered briefing on CVR Refining’s petition, which was completed in December 2021. Separately, in December 2020, the DOJ and KDHE filed a supplemental complaint in the Kansas Federal District Court asserting nine counts for alleged violations of the Clean Air Act, the Kansas State Implementation Plan and Kansas law seeking civil penalties, injunctive and related relief, which they sought leave to amend on February 10, 2022, to add an additional eight counts under Part 63 of the National Emissions Standards for Hazardous Air Pollutants from Petroleum Refineries Subparts CC and R (“NESHAP”), Kansas Law and CVR Refining’s permits relating to flares, heaters and related matters (collectively, the “Statutory Claims”). In March 2021, CVR Refining filed a partial motion to dismiss certain Statutory Claims, which is still pending with the Kansas Federal District Court. Negotiations relating to the Stipulated Claims and the Statutory Claims are ongoing and CVR Energy cannot at this time determine the outcome of these matters, including whether such outcome, or any subsequent enforcement or litigation relating thereto would have a material impact on our Energy segment’s financial position, results of operations, or cash flows. As of December 31, 2021 and 2020, our Energy segment had environmental accruals of $ 12 million and $ 11 million, respectively, representing estimated costs for future remediation efforts at certain sites. Renewable Fuel Standard CVR Refining is subject to the Renewable Fuel Standard (“RFS”) implemented primarily by the EPA which requires refiners to either blend renewable fuels into their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending. CVR Refining is not able to blend the substantial majority of its transportation fuels and has to purchase RINs on the open market and may have to obtain waiver credits for cellulosic biofuels or other exemptions from the EPA, to the extent available, in order to comply with the RFS. 102 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021, 2020 and 2019, our Energy segment recognized an expense of $ 435 million, $ 190 million and $ 43 million, respectively, for CVR Refining’s compliance with the RFS (based on our Energy segment’s 2020 annual renewal volume obligation (“RVO”) and proposed preliminary 2021 RVO range, for the respective periods, and excluding the impacts of any exemptions or waivers to which our Energy segment may be entitled ). These expenses are included in cost of goods sold in our consolidated statements of operations and represent costs to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol and biodiesel. At each reporting period, to the extent RINs purchased or generated through blending are less than the RFS obligation (excluding the impact of exemptions or waivers to which our Energy segment may be entitled), the remaining position is marked-to-market using RIN market prices at period end. As of December 31, 2021 and 2020, CVR Refining’s biofuel blending obligation was $ 494 million and $ 214 million, respectively, which is included in accrued expenses and other liabilities in our consolidated balance sheets. Litigation From time to time, we and our subsidiaries are involved in various lawsuits arising in the normal course of business. We do not believe that such normal routine litigation will have a material effect on our financial condition or results of operations. Energy In 2019, CVR Energy, CVR Refining and its general partner, CVR Refining Holdings, Icahn Enterprises and certain directors and affiliates (collectively, the “Call Defendants”) were named in at least one of nine now consolidated lawsuits filed by purported former unitholders of CVR Refining, on behalf of themselves and an alleged class of similarly situated unitholders relating to CVR Energy’s exercise of the call option (“Call Option”) under the CVR Refining Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner (the “Delaware Lawsuits”). The Call Option Lawsuits primarily allege breach of contract, tortious interference and breach of the implied covenant of good faith and fair dealing and seek monetary damages and attorneys’ fees, among other remedies. In January 2020, the court dismissed CVR Holdings and certain former directors of CVR Refining’s general partner from the Call Option Lawsuits, though permitted some or all of the claims to proceed against each remaining defendant. Trial of the Call Option Lawsuits concluded in July 2021, and the parties are currently in post-trial proceedings. CVR Energy believes the Call Option Lawsuits are without merit and intends to vigorously defend against them. Plaintiffs filed their Opening Post-Trial Brief on December 22, 2021, now quantifying alleged damages in excess of $ 300 million; the Call Defendants strongly dispute Plaintiff’s claims and are preparing responsive briefings. Accordingly, CVR Energy cannot determine at this time the outcome of the Call Option Lawsuits, including whether the outcome of this matter would have a material impact on our Energy segment’s financial position, results of operations, or cash flows. However, while CVR Energy firmly believes this matter is without merit, if it is concluded in a manner adverse to CVR Energy, it could have a material effect on our Energy segment’s financial position, results of operations, or cash flows. The Call Defendants are also parties to two lawsuits relating to insurance coverage for the Call Option Lawsuits, one filed on January 27, 2021, in the 434th Judicial District Court of Fort Bend County, Texas by the Call Defendants primary and excess insurers (the “Insurers”) seeking declaratory judgement determining that they owe no indemnity coverage for the Call Option Lawsuits in relation to insurance policies that have coverage limits of $ 50 million, and another filed on January 30, 2022 in the Superior Court of the State of Delaware by the Call Defendants against the Insurers for anticipatory breach of contract and breach of the implied covenant of good faith dealing (the “Delaware Coverage Case”). On November 3, 2021, the court in the Delaware Coverage Case granted partial summary judgment in favor of the Call Defendants relating to the deductible. As both lawsuits are in their early states, CVR Energy cannot determine at this time the outcome of the lawsuits, including whether the outcome would have a material impact on our Energy segment’s financial position, results of operations, or cash flows. 103 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On June 25, 2021, the Supreme Court of the United States (the “Supreme Court”) overturned a decision of the 10th Circuit Court of Appeals (“10th Circuit”) vacating three small refinery exemptions (“SREs”) under the RFS, including one issued to CVR Refining’s Wynnewood Refinery for 2017, to the extent such SREs were vacated based on failure to have continuously received an SRE in all applicable preceding years. Following the Supreme Court ruling, the EPA notified CVR Refining that it would reconsider the 2017 SRE on other grounds referenced in the 10th Circuit decision. On July 20, 2021, after remand from the Supreme Court, the 10th Circuit vacated its prior judgment, recalled its previous mandate denying the 2017 SRE, entered a new judgment and issued a new mandate transferring jurisdiction back to the EPA. On August 26, 2021, the EPA filed a Motion for Clarification asking the 10th Circuit whether the alternative holdings that supported the 10th Circuit’s prior judgment remain in effect and whether the new mandate returns the agency actions back to the EPA, which Motion for Clarification was denied. On September 15, 2021, CVR Refining advised the EPA it considered its 2017 SRE intact and demanded that the EPA return the status of its 2017 SRE to “granted.” The EPA has not yet responded to CVR Refining’s demand. Given the EPA’s failure to respond, we cannot currently estimate the outcome, impact or timing of resolution of this matter. Other Matters Pension Obligations Mr. Icahn, through certain affiliates, owns 100 % of Icahn Enterprises GP and approximately 88 % of our outstanding depositary units as of December 31, 2021. Applicable pension and tax laws make each member of a “controlled group” of entities, generally defined as entities in which there is at least an 80% common ownership interest, jointly and severally liable for certain pension plan obligations of any member of the controlled group. These pension obligations include ongoing contributions to fund the plan, as well as liability for any unfunded liabilities that may exist at the time the plan is terminated. In addition, the failure to pay these pension obligations when due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation (the “PBGC”) against the assets of each member of the controlled group. As a result of the more than 80% ownership interest in us by Mr. Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase and ACF Industries LLC (“ACF”), an affiliate of Mr. Icahn. All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2021. If the plans were voluntarily terminated, they would be underfunded by an aggregate of approximately $ 66 million as of December 31, 2021. These results are based on the most recent information provided by the plans’ actuaries. These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability. As members of the controlled group, we would be liable for any failure of Viskase or ACF to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase or ACF pension plans. In addition, other entities now or in the future within the controlled group in which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plans. The current underfunded status of the pension plans of Viskase and ACF requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the Viskase or ACF controlled group, or if we make certain extraordinary dividends or stock redemptions. The obligation to report could cause us to seek to delay or reconsider the occurrence of such reportable events. Starfire Holding Corporation (“Starfire”), which is 99.6 % owned by Mr. Icahn, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may be imposed on us and our subsidiaries or our assets as a result of being a member of the Icahn controlled group. The Starfire indemnity provides, among other things, that so long as such contingent liabilities exist and could be imposed on 104 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS us, Starfire will not make any distributions to its stockholders that would reduce its net worth to below $ 250 million. Nonetheless, Starfire may not be able to fund its indemnification obligations to us. Other The U.S. Attorney’s office for the Southern District of New York contacted Icahn Enterprises L.P. in September 2017 seeking production of information pertaining to our and Mr. Icahn’s activities relating to the Renewable Fuels Standard and Mr. Icahn’s former role as an advisor to the former President of the United States. We cooperated with the request and provided information in response to the subpoena. The U.S. Attorney’s office for the Southern District of New York contacted Icahn Enterprises L.P. in June 2018 seeking production of information pertaining to trading in Manitowoc Company, Inc. securities. We cooperated with the request and provided documents in response to the subpoena. The U.S. Attorney’s office has not made any claims or allegations against us or Mr. Icahn with respect to either of the foregoing inquiries. We believe that we maintain a strong compliance program and, while no assurances can be made, we do not believe these inquiries will have a material impact on our business, financial condition, results of operations or cash flows. Unconditional Purchase Obligations Unconditional purchase obligations are primarily within our Energy and Pharma segments. Our Energy segment’s unconditional purchase obligations relate to commitments for petroleum products storage and transportation, electricity supply agreements, product supply agreements, commitments related to CVR Energy’s biofuel blending obligation and various agreements for gas and gas transportation. Our Pharma segment’s unconditional purchase obligations relate to agreements to purchase goods or services from suppliers for the manufacture of its products. The minimum required payments for our Energy and Pharma segments’ unconditional purchase obligations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Year Energy ​ Pharma ​ ​ (in millions) 2022 ​ $ 136 ​ $ 19 2023 ​ 85 ​ 13 2024 ​ 82 ​ 13 2025 ​ 82 ​ 13 2026 ​ 77 ​ 13 Thereafter ​ 252 ​ 40 ​ ​ $ 714 ​ $ 111 ​ CVR Energy is a party to various supply agreements which commit it to purchase minimum volumes of crude oil, hydrogen, oxygen, nitrogen, petroleum coke and natural gas to run its facilities’ operations. For the years ended December 31, 2021, 2020 and 2019, amounts purchased under these supply agreements totaled approximately $ 176 million, $ 153 million and $ 167 million, respectively. 18. Pension and Other Post-Retirement Benefit Plans Pension and other post-retirement benefit plan costs and obligations are primarily within our Food Packaging segment. Pension plans and other post-retirement benefit plans for other segments are not material and are not included in our disclosures below. Viskase sponsors several defined benefit pension plans, including defined contribution plans, varying by country and subsidiary. Additionally, Viskase sponsors health care and life insurance benefits for certain employees and retirees around the world. The pension benefits are funded based on the funding requirements of federal and international laws and regulations, as applicable, in advance of benefit payments and the other benefits are funded as benefits are provided to participating employees. 105 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Components of net periodic benefit cost (credit) are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. and Non-U.S. Pension Benefits ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions) Interest cost ​ $ 4 ​ $ 5 ​ $ 6 Expected return on plan assets ​ ( 5 ) ​ ( 5 ) ​ ( 4 ) Amortization of actuarial losses ​ 1 ​ 1 ​ 1 ​ ​ $ — ​ $ 1 ​ $ 3 ​ The following table provides disclosures for Viskase’s benefit obligations, plan assets, funded status, and recognition in the consolidated balance sheets. As pension costs for Viskase are not material to our consolidated financial position and results of operations, we do not provide information regarding their inputs and valuation assumptions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S and Non-U.S. Pension Benefits ​ 2021 2020 ​ ​ (in millions) Change in benefit obligation: ​ ​ ​ Benefit obligation, beginning of year ​ $ 166 ​ $ 154 Interest cost ​ 4 ​ 5 Benefits paid ​ ( 8 ) ​ ( 7 ) Actuarial loss ​ ( 5 ) ​ 11 Currency translation ​ ( 3 ) ​ 3 Benefit obligation, end of year ​ 154 ​ 166 Change in plan assets: ​ ​ Fair value of plan assets, beginning of year ​ 94 ​ 90 Actual return on plan assets ​ 11 ​ 10 Employer contributions ​ 8 ​ 1 Benefits paid ​ ( 7 ) ​ ( 7 ) Fair value of plan assets, end of year ​ 106 ​ 94 Funded status of the plan and amounts recognized in the consolidated balance sheets ​ $ ( 48 ) ​ $ ( 72 ) ​ Defined Benefit Plans Measured at Fair Value on a Recurring Basis The following table presents Viskase’s defined benefit plan assets measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 ​ Level 1 Level 2 Total Level 1 Level 2 Total ​ ​ (in millions) U.S. and Non-U.S. Plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 6 ​ $ — ​ $ 6 ​ $ 7 ​ $ — ​ $ 7 Government debt securities ​ 6 ​ 4 ​ 10 ​ 3 ​ 6 ​ 9 Exchange traded funds ​ 24 ​ — ​ 24 ​ 13 ​ — ​ 13 Mutual funds ​ 37 ​ 2 ​ 39 ​ 40 ​ 2 ​ 42 Common stock ​ 27 ​ — ​ 27 ​ 23 ​ — ​ 23 ​ ​ $ 100 ​ $ 6 ​ $ 106 ​ $ 86 ​ $ 8 ​ $ 94 ​ ​ 106 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 19. Supplemental Cash Flow Information Supplemental cash flow information consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 ​ ​ (in millions) Cash payments for interest, net of amounts capitalized ​ $ ( 485 ) ​ $ ( 507 ) ​ $ ( 524 ) Cash (payments) receipts for income taxes, net ​ ( 72 ) ​ 22 ​ ( 64 ) Non-cash dividends to non-controlling interests in subsidiary ​ ( 74 ) ​ — ​ — Non-cash Investment segment contributions from non-controlling interests ​ ​ 2 ​ ​ 1,240 ​ ​ — Non-cash consideration for obtaining a controlling interest in subsidiary ​ — ​ ( 249 ) ​ — ​ ​ 20. Subsequent Events Icahn Enterprises Distribution On February 23, 2022, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $ 2.00 per depositary unit, which will be paid on or about April 27, 2022 to depositary unitholders of record at the close of business on March 18, 2022. Depositary unitholders will have until April 14, 2022 to make a timely election to receive either cash or additional depositary units. If a unitholder does not make a timely election, it will automatically be deemed to have elected to receive the distribution in additional depositary units. Depositary unitholders who elect to receive (or who are deemed to have elected to receive) additional depositary units will receive units valued at the volume weighted average trading price of the units during the five consecutive trading days ending April 22, 2022. Icahn Enterprises will make a cash payment in lieu of issuing fractional depositary units to any unitholders electing to receive (or who are deemed to have elected to receive) depositary units. ​ ​ 107 Table of Contents Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None.