ICAHN ENTERPRISES L.P. 10-Q

Item 1. Financial Statements ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 ​ ​ (in millions, except unit amounts) ASSETS ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 2,160 ​ $ 2,321 Cash held at consolidated affiliated partnerships and restricted cash ​ 3,801 ​ 2,115 Investments ​ 7,397 ​ 9,151 Due from brokers ​ 5,658 ​ 5,530 Accounts receivable, net ​ 604 ​ 546 Inventories, net ​ 1,720 ​ 1,478 Property, plant and equipment, net ​ 4,067 ​ 4,085 Derivative assets, net ​ ​ 469 ​ ​ 612 Goodwill ​ 288 ​ 290 Intangible assets, net ​ 581 ​ 595 Other assets ​ 1,084 ​ 1,023 Total Assets ​ $ 27,829 ​ $ 27,746 LIABILITIES AND EQUITY ​ ​ Accounts payable ​ $ 1,105 ​ $ 805 Accrued expenses and other liabilities ​ 2,519 ​ 1,778 Deferred tax liabilities ​ 447 ​ 390 Derivative liabilities, net ​ 729 ​ 787 Securities sold, not yet purchased, at fair value ​ 4,776 ​ 5,340 Due to brokers ​ 1,369 ​ 1,611 Debt ​ 7,126 ​ 7,692 Total liabilities ​ 18,071 ​ 18,403 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 16) ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ Limited partners: Depositary units: 296,852,879 units issued and outstanding at March 31, 2022 and 293,403,243 units issued and outstanding at December 31, 2021 ​ 4,199 ​ 4,298 General partner ​ ( 756 ) ​ ( 754 ) Equity attributable to Icahn Enterprises ​ 3,443 ​ 3,544 Equity attributable to non-controlling interests ​ 6,315 ​ 5,799 Total equity ​ 9,758 ​ 9,343 Total Liabilities and Equity ​ $ 27,829 ​ $ 27,746 ​ See notes to condensed consolidated financial statements. ​ 2 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 ​ ​ ​ (in millions, except per unit amounts) Revenues: ​ ​ ​ ​ ​ ​ Net sales ​ $ 2,968 ​ $ 2,218 Other revenues from operations ​ 159 ​ 152 Net gain from investment activities ​ 939 ​ 1,006 Interest and dividend income ​ 42 ​ 26 Other loss, net ​ ( 24 ) ​ ( 18 ) ​ ​ 4,084 ​ 3,384 Expenses: ​ ​ ​ ​ ​ ​ Cost of goods sold ​ 2,538 ​ 2,139 Other expenses from operations ​ 128 ​ 118 Selling, general and administrative ​ 301 ​ 316 Interest expense ​ 134 ​ 195 ​ ​ 3,101 ​ 2,768 Income before income tax expense ​ 983 ​ 616 Income tax expense ​ ( 98 ) ​ ( 17 ) Net income ​ 885 ​ 599 Less: net income attributable to non-controlling interests ​ 562 ​ 437 Net income attributable to Icahn Enterprises ​ $ 323 ​ $ 162 ​ ​ ​ ​ ​ ​ ​ Net income attributable to Icahn Enterprises allocated to: ​ ​ ​ ​ ​ ​ Limited partners ​ $ 317 ​ $ 159 General partner ​ 6 ​ 3 ​ ​ $ 323 ​ $ 162 ​ ​ ​ ​ ​ ​ ​ Basic income per LP unit ​ $ 1.08 ​ $ 0.66 Basic weighted average LP units outstanding ​ 294 ​ 242 ​ ​ ​ ​ ​ ​ ​ Diluted income per LP unit ​ $ 1.06 ​ $ 0.65 Diluted weighted average LP units outstanding ​ 299 ​ 245 Distributions declared per LP unit ​ $ 2.00 ​ $ 2.00 ​ See notes to condensed consolidated financial statements. ​ 3 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 ​ ​ ​ (in millions) Net income ​ $ 885 ​ $ 599 Other comprehensive income, net of tax: ​ ​ ​ ​ Translation adjustments ​ — ​ ( 1 ) Other comprehensive (loss) income, net of tax ​ — ​ ( 1 ) Comprehensive income ​ 885 ​ 598 Less: Comprehensive income attributable to non-controlling interests ​ 562 ​ 437 Comprehensive income attributable to Icahn Enterprises ​ $ 323 ​ $ 161 ​ ​ ​ ​ ​ ​ ​ Comprehensive income attributable to Icahn Enterprises allocated to: ​ ​ ​ ​ Limited partners ​ $ 317 ​ $ 158 General partner ​ 6 ​ 3 ​ ​ $ 323 ​ $ 161 ​ See notes to condensed consolidated financial statements. ​ 4 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Attributable to Icahn Enterprises ​ ​ ​ ​ ​ ​ ​ General ​ Limited ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Partner’s ​ Partners’ ​ Total Partners’ ​ controlling ​ ​ ​ (Deficit) Equity Equity Equity Interests Total Equity ​ ​ (in millions) Balance, December 31, 2021 ​ $ ( 754 ) ​ $ 4,298 ​ $ 3,544 ​ $ 5,799 ​ $ 9,343 Net income ​ ​ 6 ​ 317 ​ ​ 323 ​ ​ 562 ​ ​ 885 Partnership distributions payable ​ ( 12 ) ​ ( 591 ) ​ ( 603 ) ​ — ​ ( 603 ) Partnership contributions ​ 4 ​ 180 ​ 184 ​ — ​ 184 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 36 ) ​ ( 36 ) Changes in subsidiary equity and other ​ — ​ ( 5 ) ​ ( 5 ) ​ ( 10 ) ​ ( 15 ) Balance, March 31, 2022 $ ( 756 ) $ 4,199 $ 3,443 $ 6,315 $ 9,758 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Attributable to Icahn Enterprises ​ ​ ​ ​ ​ ​ ​ General ​ Limited ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Partner’s ​ Partners’ ​ Total Partners’ ​ controlling ​ ​ ​ (Deficit) Equity Equity Equity Interests Total Equity ​ ​ (in millions) Balance, December 31, 2020 ​ $ ( 853 ) ​ $ 4,236 ​ $ 3,383 ​ $ 5,875 ​ $ 9,258 Net income ​ ​ 3 ​ 159 ​ ​ 162 ​ ​ 437 ​ ​ 599 Other comprehensive loss ​ — ​ ( 1 ) ​ ( 1 ) ​ — ​ ( 1 ) Partnership distributions payable ​ ( 10 ) ​ ( 489 ) ​ ( 499 ) ​ — ​ ( 499 ) Partnership contributions ​ 4 ​ 182 ​ 186 ​ — ​ 186 Investment segment contributions from non-controlling interests ​ — ​ — ​ — ​ 40 ​ 40 Changes in subsidiary equity and other ​ — ​ ( 1 ) ​ ( 1 ) ​ — ​ ( 1 ) Balance, March 31, 2021 $ ( 856 ) $ 4,086 $ 3,230 $ 6,352 $ 9,582 ​ See notes to condensed consolidated financial statements. ​ 5 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 ​ ​ (in millions) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net income ​ $ 885 $ 599 Adjustments to reconcile net income to net cash provided by (used in) operating activities: ​ ​ ​ ​ Net gain from securities transactions ​ ( 1,133 ) ​ ( 1,290 ) Purchases of securities ​ ( 20 ) ​ ( 1,519 ) Proceeds from sales of securities ​ 3,330 ​ 715 Payments to cover securities sold, not yet purchased ​ ( 1,913 ) ​ ( 459 ) Proceeds from securities sold, not yet purchased ​ 816 ​ 2,141 Changes in receivables and payables relating to securities transactions ​ ( 416 ) ​ ( 858 ) Changes in derivative assets and liabilities ​ 85 ​ ( 125 ) Depreciation and amortization ​ 122 ​ 127 Deferred taxes ​ 57 ​ ( 18 ) Other, net ​ 26 ​ 10 Changes in other operating assets and liabilities ​ 81 ​ 126 Net cash provided by (used in) operating activities ​ 1,920 ​ ( 551 ) Cash flows from investing activities: ​ ​ Capital expenditures ​ ( 55 ) ​ ( 47 ) Turnaround expenditures ​ ​ ( 15 ) ​ ​ ( 1 ) Acquisition of businesses, net of cash acquired ​ — ​ ( 20 ) Proceeds from sale of investments ​ 107 ​ 182 Other, net ​ 1 ​ 2 Net cash provided by investing activities ​ 38 ​ 116 Cash flows from financing activities: ​ ​ Investment segment contributions from non-controlling interests ​ 2 ​ 40 Partnership contributions ​ 178 ​ 182 Partnership distributions ​ ( 1 ) ​ — Dividends and distributions to non-controlling interests in subsidiaries ​ ( 36 ) ​ — Proceeds from Holding Company senior unsecured notes ​ — ​ 750 Repayments of Holding Company senior unsecured notes ​ ( 500 ) ​ ( 750 ) Proceeds from subsidiary borrowings ​ 32 ​ 177 Repayments of subsidiary borrowings ​ ( 97 ) ​ ( 180 ) Other, net ​ ( 13 ) ​ ( 5 ) Net cash (used in) provided by financing activities ​ ( 435 ) ​ 214 Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents ​ 2 ​ 6 Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents ​ 1,525 ​ ( 215 ) Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period ​ 4,436 ​ 3,291 Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period ​ $ 5,961 ​ $ 3,076 See notes to condensed consolidated financial statements. ​ 6 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Description of Business Overview Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987. References to “we,” “our” or “us” herein include both Icahn Enterprises and Icahn Enterprises Holdings and their 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 March 31, 2022, representing an aggregate 1.99 % general partner interest in Icahn Enterprises Holdings and us. Mr. Icahn and his affiliates owned approximately 87 % of our outstanding depositary units as of March 31, 2022. Description of Continuing Operating Businesses We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma. 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. See Note 12, “Segment Reporting,” for a reconciliation of each of our reporting segment’s results of operations to our consolidated results. Certain additional information with respect to our segments is discussed below. Investment Our Investment segment is comprised of various private investment funds (“Investment Funds”) in which we have general partner interests and through which we invest our proprietary capital. As general partner, we provide investment advisory and certain administrative and back-office services to the Investment Funds but do not provide such services to any other entities, individuals or accounts. We and certain of Mr. Icahn’s family members and affiliates are the only investors in the Investment Funds. Interests in the Investment Funds are not offered to outside investors. We had interests in the Investment Funds with a fair value of approximately $ 4.7 billion and $ 4.2 billion as of March 31, 2022 and December 31, 2021, 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 37 % outstanding common units of CVR Partners as of March 31, 2022. As of March 31, 2022, we owned approximately 71 % of the total outstanding common stock of CVR Energy. 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 7 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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. Food Packaging We conduct our Food Packaging segment through our majority owned subsidiary, Viskase Companies, Inc. (“Viskase”). Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products. As of March 31, 2022, we owned approximately 89 % of the total outstanding common stock of Viskase. 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, formerly Vivus, Inc. (“Vivus”). Vivus is a specialty pharmaceutical company with two approved therapies and one product candidate in active clinical development. Metals We conducted our Metals segment through our 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. As a result of the sale of PSC Metals, we no longer operate a Metals segment at December 31, 2021 and March 31, 2022. ​ ​ 8 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 2. Basis of Presentation and Summary of Significant Accounting Policies We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the Investment Company Act. In addition, we do not invest or intend to invest in securities as our primary business. We structure and intend to continue structuring our investments to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended. Events beyond our control, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in 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., Ferrous Resources Ltd., and PSC Metals 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. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) related to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are necessary to present fairly the results for the interim periods. All such adjustments are of a normal and recurring nature. Principles of Consolidation Our condensed consolidated financial statements include the accounts of (i) Icahn Enterprises and (ii) the wholly and majority owned subsidiaries of Icahn Enterprises, in addition to variable interest entities (“VIEs”) in which we are the primary beneficiary. In evaluating whether we have a controlling financial interest in entities that we consolidate, we consider the following: (1) for voting interest entities, including limited partnerships and similar entities that are not VIEs, we consolidate these entities in which we own a majority of the voting interests; and (2) for VIEs, we consolidate these entities in which we are the primary beneficiary. See below for a discussion of our VIEs. Kick-out rights, which are the rights underlying the limited partners’ ability to dissolve the limited partnership or otherwise remove the general partners, held through voting interests of partnerships and similar entities that are not VIEs are considered the equivalent of the equity interests of corporations that are not VIEs. 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 9 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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. Reclassifications Certain reclassifications from the prior year presentation have been made to conform to the current year presentation, which did not have an impact on previously reported net income and equity and are not deemed material. Fair Value of Financial Instruments The carrying values of cash and cash equivalents, cash held at consolidated affiliated partnerships and restricted cash, accounts receivable, due from brokers, accounts payable, accrued expenses and other liabilities and due to brokers are deemed to be reasonable estimates of their fair values because of their short-term nature. See Note 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 long-term debt as of March 31, 2022 was approximately $ 7.1 billion and $ 7.0 billion, respectively. The carrying value and estimated fair value of our long-term debt as of December 31, 2021 was approximately $ 7.7 billion and $ 7.8 billion, respectively. Cash Flow Cash and cash equivalents and restricted cash and restricted cash equivalents on our condensed consolidated statements of cash flows is comprised of (i) cash and cash equivalents and (ii) cash held at consolidated affiliated partnerships and restricted cash. Cash Held at Consolidated Affiliated Partnerships and Restricted Cash Our cash held at consolidated affiliated partnerships balance was $ 2,084 million and $ 102 million as of March 31, 2022 and December 31, 2021, respectively. Cash held at consolidated affiliated partnerships relates to our Investment segment and consists of cash and cash equivalents held by the Investment Funds that, although not legally restricted, are not available to fund the general liquidity needs of the Investment segment or Icahn Enterprises. Our restricted cash balance was $ 1,717 million and $ 2,013 million as of March 31, 2022 and December 31, 2021, respectively. Restricted cash includes, but is not limited to, our Investment segment’s cash pledged and held for margin requirements on derivative transactions. 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 is included in net sales and other revenues from operations in the condensed consolidated statements of operations, however, our Real Estate segment’s leasing revenue, as disclosed in Note 9, “Leases,” is also included in other revenues from operations. Related contract assets are included in accounts receivable, net or other assets and related contract liabilities are included in accrued expenses and other liabilities in the condensed consolidated balance sheets. Our disaggregation of revenue information includes our net sales and other revenues from operations for 10 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) each of our reporting segments as well as additional disaggregation of revenue information for our Energy and Automotive segments. See Note 12, “Segment Reporting,” for our complete disaggregation of revenue information. In addition, we disclose additional information with respect to revenue from contracts with customers and contract balances for our Energy and Automotive segments below. Energy 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 revenue is recognized at the point in time in which the customer obtains control of the product. Our Energy segment had deferred revenue of $ 81 million and $ 87 million as of March 31, 2022 and December 31, 2021, respectively. For the three months ended March 31, 2022 and 2021, our Energy segment recorded revenue of $ 17 million and $ 8 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period. As of March 31, 2022, 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. Automotive Our Automotive segment has deferred revenue with respect to extended warranty plans of $ 42 million at each of March 31, 2022 and December 31, 2021, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets. For the three months ended March 31, 2022 and 2021, our Automotive segment recorded revenue of $ 6 million and $ 6 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period. 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 adopting this new accounting standard and do not expect it to have a material impact on our condensed 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. 11 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Investment Funds As of March 31, 2022 and December 31, 2021, 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 $ 5.5 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). Based on an expense-sharing arrangement, certain expenses borne by us are reimbursed by the Investment Funds. For the three months ended March 31, 2022 and 2021, $ 3 million and $ 5 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement. 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. 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 includes Icahn Enterprises and Icahn Enterprises Holdings guaranteeing the payment obligations of 767 Leasing and sharing in the profits of 767 Leasing with Hertz, we determined that 767 Leasing is a variable interest entity. Furthermore, we determined that we are not the primary beneficiary as we do not have the power to direct the activities of 767 Leasing that most significantly impact its economic performance. Therefore, we did not consolidate the results of 767 Leasing. Our exposure to loss with respect to 767 Leasing is primarily limited to our direct investment in 767 Leasing as well as any payment obligations of 767 Leasing that we guarantee, which are not material. For the three months ended March 31, 2021, 767 Leasing distributed $ 11 million to us. As of December 31, 2021 and March 31, 2022, we no longer had an equity investment in 767 Leasing. 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. On May 5, 2022, we entered into an amendment to the manager agreement, which allows the Investment Funds to add, from time to time, two additional separately tracked portfolios, in addition to the existing portfolios, which will not be subject to the manager agreement. 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 12 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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 2022, Brett Icahn did not make any contributions in accordance with the manager agreement and in three months ended March 31, 2021 he contributed $ 40 million. As of March 31, 2022 and December 31, 2021 he had investments in the Investment Funds with a total fair market value of $ 86 million and $ 93 million, respectively. 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 condensed 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 ​ ​ (in millions) Assets ​ ​ ​ ​ ​ ​ Investments: ​ ​ Equity securities: ​ ​ Communications ​ $ 343 ​ $ 352 Consumer, cyclical ​ 959 ​ 1,281 Energy ​ 1,956 ​ 3,184 Utilities ​ 1,097 ​ 992 Healthcare ​ 842 ​ 1,009 Technology ​ 845 ​ 931 Materials ​ 185 ​ 194 Industrial ​ 937 ​ 895 ​ ​ 7,164 ​ 8,838 Corporate debt securities ​ 112 ​ 114 ​ ​ $ 7,276 ​ $ 8,952 Liabilities ​ ​ Securities sold, not yet purchased, at fair value: ​ ​ Equity securities: ​ ​ Consumer, cyclical ​ $ 813 ​ $ 848 Energy ​ 1,581 ​ 2,028 Utilities ​ 813 ​ 659 Healthcare ​ 990 ​ 1,049 Materials ​ 282 ​ 365 Industrial ​ ​ 297 ​ ​ 391 ​ ​ $ 4,776 ​ $ 5,340 ​ 13 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) The portion of unrealized gains that relates to securities still held by our Investment segment, primarily equity securities, was $ 403 million and $ 1,122 million for the three months ended March 31, 2022 and 2021, respectively. 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 condensed consolidated balance sheets. The carrying value of investments held by our other segments and our Holding Company consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 ​ ​ (in millions) Equity method investments ​ $ 78 ​ $ 79 Other investments measured at fair value ​ 43 ​ 120 ​ ​ $ 121 ​ $ 199 ​ The portion of unrealized gains that relates to equity securities still held by our other segments and Holding Company was .$ 58 million for each of the three months ended March 31, 2022 and 2021. 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. 14 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ December 31, 2021 ​ Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total ​ ​ (in millions) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments (Note 4) ​ $ 7,154 ​ $ 111 ​ $ 42 ​ $ 7,307 ​ $ 8,905 ​ $ 113 ​ $ 42 ​ $ 9,060 Derivative assets, net (Note 6) ​ — ​ 469 ​ — ​ 469 ​ — ​ 612 ​ — ​ 612 ​ ​ $ 7,154 ​ $ 580 ​ $ 42 ​ $ 7,776 ​ $ 8,905 ​ $ 725 ​ $ 42 ​ $ 9,672 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities sold, not yet purchased (Note 4) ​ $ 4,776 ​ $ — ​ $ — ​ $ 4,776 ​ $ 5,340 ​ $ — ​ $ — ​ $ 5,340 Derivative liabilities, net (Note 6) ​ — ​ 729 ​ — ​ 729 ​ — ​ 787 ​ — ​ 787 RFS obligations (Note 16) ​ — ​ 585 ​ — ​ 585 ​ — ​ 494 ​ — ​ 494 ​ ​ $ 4,776 ​ $ 1,314 ​ $ — ​ $ 6,090 ​ $ 5,340 ​ $ 1,281 ​ $ — ​ $ 6,621 ​ ​ 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. 15 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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 condensed 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 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 condensed 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 as of March 31, 2022 and December 31, 2021 was $ 1 million and $ 0 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ December 31, 2021 ​ Long Notional Exposure Short Notional Exposure Long Notional Exposure Short Notional Exposure ​ ​ ​ (in millions) Primary underlying risk: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity contracts ​ $ 1,450 ​ $ 4,385 ​ $ 1,582 ​ $ 5,986 Credit contracts (1) ​ — ​ 1,710 ​ ​ — ​ 2,081 (1) The short notional amount on our credit default swap positions was approximately $ 6.6 billion at March 31, 2022. However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is approximately $ 1.7 billion as of March 31, 2022. The short notional amount on our credit default swap positions was approximately $ 6.6 billion as of 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. 16 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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. 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 ​ March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 ​ ​ ​ (in millions) Equity contracts ​ $ 82 ​ $ 68 ​ $ 1,182 ​ $ 1,317 Credit contracts ​ 828 ​ 1,075 ​ 1 ​ — Sub-total ​ 910 ​ 1,143 ​ 1,183 ​ 1,317 Netting across contract types (1) ​ ( 454 ) ​ ( 532 ) ​ ( 454 ) ​ ( 532 ) Total (1) ​ $ 456 ​ $ 611 ​ $ 729 ​ $ 785 (1) Excludes netting of cash collateral received and posted. The total collateral posted at March 31, 2022 and December 31, 2021 was $ 1,615 million and $ 1,906 million, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash in the condensed consolidated balance sheets. The following table presents the amount of gain (loss) recognized in the condensed consolidated statements of operations for our Investment segment’s derivatives not designated as hedging instruments: ​ ​ ​ ​ ​ ​ ​ Gain (loss) Recognized in Income (1) ​ Three Months Ended March 31, ​ 2022 2021 ​ ​ (in millions) Equity contracts $ 90 ​ $ ( 324 ) Credit contracts ( 285 ) ​ 39 ​ $ ( 195 ) ​ $ ( 285 ) (1) Gains (losses) recognized on derivatives are classified in net gain (loss) from investment activities in our condensed 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 regularly 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 March 31, 2022 and December 31, 2021, CVR Refining had 1 million and no outstanding commodity swap positions, respectively. As of March 31, 2022 and December 31, 2021, CVR Refining had open forward purchase commitments for approximately 1 million barrels at each date, and less than 1 million and 1 million barrels in forward sale commitments, respectively. As of March 31, 2022 and December 31, 2021, CVR Refining had open fixed-price commitments to purchase a net 1 million and 2 million RINs, respectively. 17 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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 March 31, 2022, our Energy segment had net asset derivatives of $ 13 million and net liability derivatives of $ 0 million and as of December 31, 2021, our Energy segment had net asset derivatives of $ 1 million and net liability derivatives of $ 2 million. Gains (losses) recognized on derivatives for our Energy segment were $ 2 million and $( 32 ) million for the three months ended March 31, 2022 and 2021, respectively. Gains and losses recognized on derivatives for our Energy segment are included in cost of goods sold on the condensed consolidated statements of operations. 7. Inventories, Net Inventories, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 ​ ​ (in millions) Raw materials ​ $ 421 ​ $ 291 Work in process ​ 121 ​ 83 Finished goods ​ 1,178 ​ 1,104 ​ ​ $ 1,720 ​ $ 1,478 ​ ​ ​ ​ ​ ​ 8. Goodwill and Intangible Assets, Net Goodwill consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ December 31, 2021 ​ Gross ​ ​ Net Gross ​ ​ Net ​ ​ Carrying ​ Accumulated ​ Carrying ​ Carrying ​ Accumulated ​ Carrying ​ ​ Amount ​ Impairment ​ Value ​ Amount ​ Impairment ​ Value ​ ​ (in millions) Automotive ​ $ 337 ​ $ ( 87 ) $ 250 ​ $ 337 ​ $ ( 87 ) $ 250 Food Packaging ​ ​ 6 ​ ​ — ​ ​ 6 ​ ​ 6 ​ ​ — ​ ​ 6 Home Fashion ​ 22 ​ ( 3 ) ​ 19 ​ 24 ​ ( 3 ) ​ 21 Pharma ​ ​ 13 ​ ​ — ​ ​ 13 ​ ​ 13 ​ ​ — ​ ​ 13 ​ ​ $ 378 ​ $ ( 90 ) ​ $ 288 ​ $ 380 ​ $ ( 90 ) ​ $ 290 ​ Intangible assets, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ December 31, 2021 ​ 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 ​ $ ( 196 ) ​ $ 198 ​ $ 394 ​ $ ( 192 ) ​ $ 202 Developed technology ​ ​ 254 ​ ​ ( 41 ) ​ ​ 213 ​ ​ 254 ​ ​ ( 34 ) ​ ​ 220 Other ​ 166 ​ ( 79 ) ​ 87 ​ 167 ​ ( 77 ) ​ 90 ​ ​ $ 814 ​ $ ( 316 ) ​ $ 498 ​ $ 815 ​ $ ( 303 ) ​ $ 512 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indefinite-lived intangible assets ​ ​ ​ $ 83 ​ ​ ​ $ 83 Intangible assets, net ​ ​ ​ $ 581 ​ ​ ​ $ 595 18 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) ​ Amortization expense associated with definite-lived intangible assets was $ 14 million and $ 15 million for the three months ended March 31, 2022 and 2021, respectively. We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets . 9. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2022 ​ 2021 ​ ​ (in millions) Operating Leases: ​ ​ ​ ​ Right-of-use assets (other assets) ​ $ 452 ​ $ 467 Lease liabilities (accrued expenses and other liabilities) ​ 463 ​ 479 ​ ​ ​ ​ ​ ​ ​ Financing Leases: ​ ​ ​ ​ Right-of-use assets (property, plant and equipment, net) ​ 54 ​ 56 Lease liabilities (debt) ​ 71 ​ 72 ​ Additional information with respect to our operating leases as of March 31, 2022 and December 31, 2021 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 March 31, 2022 ​ Assets ​ Liabilities ​ Lease Term ​ Rate ​ ​ (in millions) ​ ​ ​ ​ ​ Energy ​ $ 34 ​ $ 35 ​ 4.1 years ​ 5.3 % ​ Automotive ​ 359 ​ 373 4.4 years 5.8 % ​ Food Packaging ​ 27 ​ 30 10.4 years 7.4 % ​ Other segments and Holding Company ​ 32 ​ 25 ​ ​ ​ $ 452 ​ $ 463 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ For the three months ended March 31, 2022 and 2021, lease cost was comprised of (i) operating lease cost of $ 47 million and $ 51 million, respectively, (ii) amortization of financing lease right-of-use assets of $ 3 million and $ 3 million, respectively, and (iii) interest expense on financing lease liabilities of $ 1 million and $ 1 million, respectively. Our automotive segment accounted for $ 40 million and $ 43 million of total lease cost for the three months ended March 31, 2022 and 2021, respectively. Real Estate Our Real Estate segment leases real estate, primarily commercial properties under long-term operating leases. As of March 31, 2022 and December 31, 2021, our Real Estate segment has assets leased to others included in property, plant and equipment of $ 252 million and $ 251 million, respectively, net of accumulated depreciation. Our Real Estate segment’s revenue from operating leases were $ 2 million and $ 5 million for the three months ended March 31, 2022 and 2021, respectively. Revenues from operating leases are included in other revenue from operations in the condensed consolidated statements of operations. 10. Debt Debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 ​ ​ (in millions) Holding Company: ​ ​ ​ ​ 6.750 % senior unsecured notes due 2024 ​ $ — ​ $ 499 4.750 % senior unsecured notes due 2024 ​ 1,105 ​ 1,105 6.375 % senior unsecured notes due 2025 ​ 749 ​ 748 6.250 % senior unsecured notes due 2026 ​ 1,250 ​ 1,250 5.250 % senior unsecured notes due 2027 ​ 1,460 ​ 1,461 4.375 % senior unsecured notes due 2029 ​ ​ 747 ​ ​ 747 ​ ​ 5,311 ​ 5,810 Reporting Segments: ​ ​ ​ ​ ​ ​ Energy ​ 1,595 ​ 1,660 Automotive ​ 20 ​ 26 Food Packaging ​ 158 ​ 155 Real Estate ​ 1 ​ 1 Home Fashion ​ 41 ​ 40 ​ ​ 1,815 ​ 1,882 Total Debt ​ $ 7,126 ​ $ 7,692 ​ 20 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Holding Company In February 2022, we redeemed all of our $ 500 million aggregate principal amount of 6.750 % senior unsecured notes due 2024 at par. As a result of this transaction, Icahn Enterprises recorded a loss on extinguishment of debt of $ 1 million. Reporting Segments Energy In February 2022, CVR Partners redeemed the remaining $ 65 million aggregate principal amount of its 9.25 % senior secured notes due June 2023 at par. As a result of this transaction, CVR Partners recognized a loss on extinguishment of debt of $ 1 million. Covenants We and 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 condensed consolidated statements of operations were $ 1 million and $ 1 million for the three months ended March 31, 2022 and 2021, respectively. 11. Net Income Per LP Unit The components of the computation of basic and diluted income per LP unit of Icahn Enterprises are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 ​ ​ ​ (in millions, except per unit amounts) Net income attributable to Icahn Enterprises ​ $ 323 $ 162 Net income attributable to Icahn Enterprises allocated to limited partners ( 98.01 % allocation) ​ $ 317 ​ $ 159 ​ ​ ​ ​ ​ ​ ​ Basic income per LP unit: ​ $ 1.08 ​ $ 0.66 Basic weighted average LP units outstanding ​ ​ 294 ​ ​ 242 ​ ​ ​ ​ ​ ​ ​ Diluted income per LP unit: ​ $ 1.06 ​ $ 0.65 Diluted weighted average LP units outstanding ​ 299 ​ 245 ​ ​ ​ ​ ​ ​ ​ ​ LP Unit Transactions Unit Distributions On February 23, 2022, we declared a quarterly distribution in the amount of $ 2.00 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units. Because the 21 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) depositary unitholders had the election to receive the distribution either in cash or additional depositary units, we recorded a unit distribution liability of $ 603 million as the unit distribution had not been made as of March 31, 2022. In addition, the unit distribution liability, which is included in accrued expenses and other liabilities in the condensed consolidated balance sheets, is considered a potentially dilutive security and is considered in the calculation of diluted income per LP unit as disclosed above. Any difference between the liability recorded and the amount representing the aggregate value of the number of depositary units distributed and cash paid would be charged to equity. In April 2022, we distributed an aggregate 10,115,441 depositary units to unitholders who did not elect to receive cash, of which an aggregate of 9,585,515 depositary units were distributed to Mr. Icahn and his affiliates. In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $ 48 million. At-The-Market Offerings During the three months ended March 31, 2022, Icahn Enterprises sold 3,436,553 depositary units pursuant to its Open Market Sale Agreement entered into on December 3, 2021, resulting in gross proceeds of $ 182 million. As of March 31, 2022, we continue to have an active Open Market Sale Agreement and Icahn Enterprises may sell its depositary units for up to an additional $ 145 million in aggregate gross sale proceeds pursuant to this agreement. 2017 Incentive Plan During the three months ended March 31, 2022, Icahn Enterprises distributed 13,083 depositary units, net of payroll withholdings, with respect to certain restricted depositary units that vested during the period 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 condensed consolidated financial statements, including the calculation of potentially dilutive units and diluted income per LP unit. 12. Segment 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. ​ ​ ​ ​ ​ 22 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Condensed Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2022 ​ Investment Energy Automotive Food Packaging Real Estate Home Fashion Pharma Metals Holding Company Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 2,373 ​ $ 407 ​ $ 101 ​ $ 17 ​ $ 55 ​ $ 15 ​ $ — ​ $ — ​ $ 2,968 Other revenues from operations ​ — ​ — ​ 147 ​ — ​ 11 ​ — ​ 1 ​ — ​ — ​ 159 Net gain from investment activities ​ 908 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 31 ​ 939 Interest and dividend income ​ 40 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 2 ​ 42 Other (loss) income, net ​ ( 17 ) ​ ( 10 ) ​ 2 ​ 1 ​ — ​ — ​ 1 ​ — ​ ( 1 ) ​ ( 24 ) ​ ​ 931 ​ 2,363 ​ 556 ​ 102 ​ 28 ​ 55 ​ 17 ​ — ​ 32 ​ 4,084 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 2,123 ​ 267 ​ 81 ​ 10 ​ 45 ​ 12 ​ — ​ — ​ 2,538 Other expenses from operations ​ — ​ — ​ 117 ​ — ​ 11 ​ — ​ — ​ — ​ — ​ 128 Selling, general and administrative ​ 4 ​ 45 ​ 208 ​ 13 ​ 4 ​ 11 ​ 10 ​ — ​ 6 ​ 301 Interest expense ​ 32 ​ 24 ​ 1 ​ 1 ​ — ​ — ​ — ​ — ​ 76 ​ 134 ​ ​ 36 ​ 2,192 ​ 593 ​ 95 ​ 25 ​ 56 ​ 22 ​ — ​ 82 ​ 3,101 Income (loss) before income tax benefit (expense) ​ 895 ​ 171 ​ ( 37 ) ​ 7 ​ 3 ​ ( 1 ) ​ ( 5 ) ​ — ​ ( 50 ) ​ 983 Income tax expense ​ — ​ ( 30 ) ​ 9 ​ ( 1 ) ​ — ​ — ​ — ​ — ​ ( 76 ) ​ ( 98 ) Net income (loss) ​ 895 ​ 141 ​ ( 28 ) ​ 6 ​ 3 ​ ( 1 ) ​ ( 5 ) ​ — ​ ( 126 ) ​ 885 Less: net income (loss) attributable to non-controlling interests ​ 481 ​ 80 ​ — ​ 1 ​ — ​ — ​ — ​ — ​ — ​ 562 Net income (loss) attributable to Icahn Enterprises ​ $ 414 ​ $ 61 ​ $ ( 28 ) ​ $ 5 ​ $ 3 ​ $ ( 1 ) ​ $ ( 5 ) ​ $ — ​ $ ( 126 ) ​ $ 323 Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 26 ​ $ 21 ​ $ 4 ​ $ 4 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 55 Depreciation and amortization ​ $ — ​ $ 83 ​ $ 20 ​ $ 7 ​ $ 3 ​ $ 2 ​ $ 7 ​ $ — ​ $ — ​ $ 122 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2021 ​ Investment Energy Automotive Food Packaging Real Estate Home Fashion Pharma Metals Holding Company Consolidated ​ ​ (in millions) ​ ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 1,463 ​ $ 456 ​ $ 101 ​ $ 8 ​ $ 41 ​ $ 29 ​ $ 120 ​ $ — ​ $ 2,218 Other revenues from operations ​ — ​ — ​ 142 ​ — ​ 9 ​ — ​ 1 ​ — ​ — ​ 152 Net gain from investment activities ​ 939 ​ 62 ​ — ​ — ​ — ​ — ​ — ​ — ​ 5 ​ 1,006 Interest and dividend income ​ 25 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 1 ​ 26 Other (loss) income, net ​ ( 21 ) ​ 7 ​ ( 1 ) ​ ( 6 ) ​ — ​ — ​ — ​ 1 ​ 2 ​ ( 18 ) ​ ​ 943 ​ 1,532 ​ 597 ​ 95 ​ 17 ​ 41 ​ 30 ​ 121 ​ 8 ​ 3,384 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 1,579 ​ 313 ​ 80 ​ 7 ​ 34 ​ 14 ​ 112 ​ — ​ 2,139 Other expenses from operations ​ — ​ — ​ 112 ​ — ​ 6 ​ — ​ — ​ — ​ — ​ 118 Selling, general and administrative ​ 5 ​ 35 ​ 227 ​ 13 ​ 5 ​ 11 ​ 8 ​ 4 ​ 8 ​ 316 Interest expense ​ 76 ​ 31 ​ 3 ​ 2 ​ — ​ — ​ — ​ — ​ 83 ​ 195 ​ ​ 81 ​ 1,645 ​ 655 ​ 95 ​ 18 ​ 45 ​ 22 ​ 116 ​ 91 ​ 2,768 Income (loss) before income tax benefit (expense) ​ 862 ​ ( 113 ) ​ ( 58 ) ​ — ​ ( 1 ) ​ ( 4 ) ​ 8 ​ 5 ​ ( 83 ) ​ 616 Income tax benefit (expense) ​ — ​ 46 ​ 12 ​ ( 1 ) ​ — ​ — ​ — ​ — ​ ( 74 ) ​ ( 17 ) Net income (loss) ​ 862 ​ ( 67 ) ​ ( 46 ) ​ ( 1 ) ​ ( 1 ) ​ ( 4 ) ​ 8 ​ 5 ​ ( 157 ) ​ 599 Less: net income loss attributable to non-controlling interests ​ 471 ​ ( 34 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 437 Net (loss) income attributable to Icahn Enterprises ​ $ 391 ​ $ ( 33 ) ​ $ ( 46 ) ​ $ ( 1 ) ​ $ ( 1 ) ​ $ ( 4 ) ​ $ 8 ​ $ 5 ​ $ ( 157 ) ​ $ 162 Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 34 ​ $ 8 ​ $ 2 ​ $ 1 ​ $ 1 ​ $ — ​ $ 1 ​ $ — ​ $ 47 Depreciation and amortization ​ $ — ​ $ 82 ​ $ 22 ​ $ 7 ​ $ 3 ​ $ 2 ​ $ 7 ​ $ 4 ​ $ — ​ $ 127 ​ ​ 23 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 ​ ​ ​ (in millions) Petroleum products ​ $ 2,150 ​ $ 1,402 Nitrogen fertilizer products ​ 223 ​ 61 ​ ​ $ 2,373 ​ $ 1,463 ​ Automotive ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 ​ ​ ​ (in millions) Automotive services ​ $ 353 ​ $ 327 Aftermarket parts sales ​ 201 ​ 271 ​ ​ $ 554 ​ $ 598 ​ ​ 24 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Condensed Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ ​ Investment ​ Energy ​ Automotive ​ Food Packaging ​ Real Estate ​ Home Fashion ​ Pharma ​ Holding Company ​ Consolidated ​ ​ (in millions) ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 20 ​ $ 676 ​ $ 36 ​ $ 10 ​ $ 28 ​ $ 3 ​ $ 18 ​ $ 1,369 ​ $ 2,160 Cash held at consolidated affiliated partnerships and restricted cash ​ 3,699 ​ 7 ​ 17 ​ — ​ 12 ​ — ​ — ​ 66 ​ 3,801 Investments ​ 7,276 ​ 78 ​ — ​ — ​ 15 ​ — ​ — ​ 28 ​ 7,397 Accounts receivable, net ​ — ​ 353 ​ 110 ​ 84 ​ 10 ​ 29 ​ 18 ​ — ​ 604 Inventories, net ​ — ​ 683 ​ 805 ​ 104 ​ — ​ 111 ​ 17 ​ — ​ 1,720 Property, plant and equipment, net ​ — ​ 2,720 ​ 789 ​ 143 ​ 350 ​ 59 ​ — ​ 6 ​ 4,067 Goodwill and intangible assets, net ​ — ​ 216 ​ 360 ​ 27 ​ — ​ 19 ​ 247 ​ — ​ 869 Other assets ​ 6,178 ​ 277 ​ 495 ​ 104 ​ 107 ​ 22 ​ 5 ​ 23 ​ 7,211 Total assets ​ $ 17,173 ​ $ 5,010 ​ $ 2,612 ​ $ 472 ​ $ 522 ​ $ 243 ​ $ 305 ​ $ 1,492 ​ $ 27,829 LIABILITIES AND EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable, accrued expenses and other liabilities ​ $ 2,113 ​ $ 1,973 ​ $ 986 ​ $ 152 ​ $ 55 ​ $ 64 ​ $ 51 ​ $ 775 ​ $ 6,169 Securities sold, not yet purchased, at fair value ​ 4,776 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 4,776 Debt ​ — ​ 1,595 ​ 20 ​ 158 ​ 1 ​ 41 ​ — ​ 5,311 ​ 7,126 Total liabilities ​ 6,889 ​ 3,568 ​ 1,006 ​ 310 ​ 56 ​ 105 ​ 51 ​ 6,086 ​ 18,071 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity attributable to Icahn Enterprises ​ 4,684 ​ 746 ​ 1,606 ​ 147 ​ 462 ​ 138 ​ 254 ​ ( 4,594 ) ​ 3,443 Equity attributable to non-controlling interests ​ 5,600 ​ 696 ​ — ​ 15 ​ 4 ​ — ​ — ​ — ​ 6,315 Total equity ​ 10,284 ​ 1,442 ​ 1,606 ​ 162 ​ 466 ​ 138 ​ 254 ​ ( 4,594 ) ​ 9,758 Total liabilities and equity ​ $ 17,173 ​ $ 5,010 ​ $ 2,612 ​ $ 472 ​ $ 522 ​ $ 243 ​ $ 305 ​ $ 1,492 ​ $ 27,829 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ Investment ​ Energy ​ Automotive ​ Food Packaging ​ Real Estate ​ Home Fashion ​ Pharma ​ 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, net ​ — ​ 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 ​ ​ ​ ​ ​ ​ ​ 13. Income Taxes For the three months ended March 31, 2022, we recorded an income tax expense of $ 98 million on pre-tax income of $ 983 million compared to an income tax expense of $ 17 million on pre-tax income of $ 616 million for the three months ended March 31, 2021. Our effective income tax rate was 10.0 % and 2.8 % for the three months ended March 31, 2022 and 2021, respectively. 25 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) For the three months ended March 31, 2022, the effective tax rate was lower than the statutory federal rate of 21 %, for corporations, primarily due to partnership income for which there was no tax expense, as such income is allocated to the partners. For the three months ended March 31, 2021, the effective tax rate was lower than the statutory federal rate of 21 %, for corporations, primarily due to partnership income for which there was no tax expense, as such income is allocated to the partners. 14. 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, 2021 ​ $ ( 38 ) ​ $ ( 36 ) ​ $ ( 74 ) Other comprehensive (loss) income before reclassifications, net of tax ​ — ​ — ​ — Reclassifications from accumulated other comprehensive loss to earnings, net of tax ​ — ​ — ​ — Other comprehensive (loss) income, net of tax ​ — ​ — ​ — Balance, March 31, 2022 ​ $ ( 38 ) ​ $ ( 36 ) ​ $ ( 74 ) ​ ​ ​ ​ 15. Other (Loss) Income, Net Other (loss) income, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 ​ ​ ​ (in millions) Dividend expense ​ $ ( 17 ) ​ $ ( 21 ) Equity earnings from non-consolidated affiliates ​ ​ 2 ​ ​ 1 Gain on disposition of assets, net ​ ​ 2 ​ ​ — Foreign currency transaction gain (loss) ​ 1 ​ ( 6 ) (Loss) gain on extinguishment of debt, net ​ ( 2 ) ​ 2 Other ​ ( 10 ) ​ 6 ​ ​ $ ( 24 ) ​ $ ( 18 ) ​ ​ ​ 16. 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 $ 25 million and $ 13 million as of March 31, 2022 and December 31, 2021, respectively, primarily within our Energy segment, which are included in accrued expenses and other liabilities in our condensed 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. 26 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Energy A wholly-owned subsidiary of CVR Refining is party to proceedings pending before the United States District Court for the District of Kansas (“D. Kan.”) relating to claims by 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”) (a) 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 and seeking stipulated penalties under the CD (the “Stipulated Claims”) and (b) alleging violations of the CAA, the Kansas State Implementation Plan, Kansas law, Part 63 of the National Emission Standards for Hazardous Air Pollutants from Petroleum Refineries Subparts CC and R (“NESHAP”) and CRRM’s permits relating to flares, heaters, and related matters and seeking civil penalties, injunctive and related relief under an amended complaint filed by the United States (on behalf of the EPA) and KDHE on February 17, 2022 (collectively, the “Statutory Claims”). On March 30, 2022, D. Kan. denied CVR Refining’s petition for judicial review of approximately $ 6.8 million in Stipulated Claims, which amount CVR Refining previously deposited into a commercial escrow account. CVR Refining is currently evaluating its response to this denial, including its appeal rights. The escrowed funds are legally restricted for use and are included within Prepaid expenses and other current assets on CVR Energy’s consolidated balance sheets. On March 21, 2022, CVR Refining filed with D. Kan. a Motion to Dismiss the Statutory Claims, which motion is currently pending before the court. As negotiations and proceedings relating to the Stipulated Claims and the Statutory Claims are ongoing, 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 March 31, 2022 and December 31, 2021, our Energy segment had environmental accruals of $ 24 million and $ 12 million, respectively, representing estimated costs for future remediation efforts at certain sites. Renewable Fuel Standards 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. Wholly owned subsidiaries of CVR Refining are or expect to be party to or have interest in various lawsuits relating to the RFS, including a lawsuit against the EPA for damages sustained by the EPA’s failure to timely issue small refinery exemptions (“SREs”) to its Wynnewood refinery. On April 7, 2022, the EPA notified CVR Refining that it was now denying the 2018 SRE previously granted to Wynnewood, though is not requiring it to purchase or redeem additional RFS credits as a result of this denial. On December 7, 2021, the EPA also issued a Proposed RFS Small Refinery Exemption Decision (the “Proposed Denial”), in which the EPA announced its intention to change its statutory interpretation of the CAA and deny 65 pending SRE petitions, including those submitted by Wynnewood for 2019, 2020, and 2021. CVR Refining expects to file litigation against the EPA should it finalize its Proposed Denial. Given the early stages of these matters, CVR Energy cannot determine at this time the outcomes of these matters. CVR Energy firmly believes the EPA’s actions are unlawful and violate the RFS, and while it intends to pursue all available legal remedies, if these matters are ultimately concluded in a manner adverse to CVR Energy, they could have a material effect on CVR Energy’s financial position, results of operations, or cash flows. For the three months ended March 31, 2022 and 2021, our Energy segment recognized an expense of $ 107 million and $ 178 million, respectively, for CVR Refining’s compliance with the RFS (based on our Energy segment’s 2020 annual renewal volume obligation (“RVO”) for all periods since the EPA has not yet set the 2021 RVO and excluding the impacts of any exemptions or waivers to which our Energy segment may be entitled). These recognized amounts are included in cost of goods sold in the condensed consolidated statements of operations and represent costs to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol or biodiesel. At each 27 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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 CVR Refining may be entitled), the remaining position is marked-to-market using RIN market prices at period end. As of March 31, 2022 and December 31, 2021, CVR Refining’s RFS position was $ 585 million and $ 494 million, respectively, and is included in accrued expenses and other liabilities in the condensed 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 On July 29, 2021, trial concluded in the consolidated lawsuits filed by purported former unitholders of CVR Refining on behalf of themselves and an alleged class of similarly situated unitholders against CVR Energy, CVR Refining and its general partner, CVR Refining Holdings, Icahn Enterprises and certain directors and affiliates in the Court of Chancery of the State of Delaware related to CVR Energy’s exercise of the 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”) primarily alleging breach of contract, tortious interference, and breach of the implied covenant of good faith and fair dealing. The parties are currently in post-trial proceedings. The plaintiffs filed their Opening Post-Trial Brief on December 22, 2021, quantifying alleged damages in excess of $ 300 million, the Call Defendants filed their Post-Trial Answering Brief on February 22, 2022, and the plaintiffs filed their Reply Post-Trial Brief on April 1, 2022. Post-trial briefing and related activities are in process. CVR Energy believes the Delaware Lawsuits are without merit and has vigorously defended against them. As no ruling in the case has yet been issued, CVR Energy cannot determine at this time the outcome of the Delaware Lawsuits. However, while CVR Energy firmly believes the Delaware Lawsuits are without merit, if concluded in a manner averse to CVR Energy, they could have a material impact on our Energy segment’s financial position, results of operations, or cash flows. Other Matters Pension Obligations Mr. Icahn, through certain affiliates, owns 100 % of Icahn Enterprises GP and approximately 87 % of Icahn Enterprises’ outstanding depositary units as of March 31, 2022. 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 March 31, 2022. If the plans were voluntarily terminated, they would be underfunded by an aggregate of approximately $ 90 million as of March 31, 2022. 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 28 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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, including ACF. The Starfire indemnity provides, among other things, that so long as such contingent liabilities exist and could be imposed on 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. 17. Supplemental Cash Flow Information Supplemental cash flow information consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 ​ ​ (in millions) Cash payments for interest, net of amounts capitalized ​ $ ( 98 ) ​ $ ( 117 ) Cash (payments) receipts for income taxes, net of payments ​ 1 ​ 1 Partnership distributions payable ​ ( 603 ) ​ ( 499 ) ​ ​ ​ 18. Subsequent Events Icahn Enterprises LP Unit Distribution On May 4, 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 June 29, 2022 to depositary unitholders of 29 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) record at the close of business on May 20, 2022. Depositary unitholders will have until June 16, 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 June 24, 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. ​ ​ 30 Table of Contents