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Item 8. Financial Statements and Supplementary Data

2023-02-24 compared with 2022-02-25 · 293 added, 349 removed, 1248 unchanged (34% of the section changed)

19 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

Critical audit matters

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:

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Other revenues from operations

Net gain (loss) from investment activities

Net (loss) gain from investment activities

Interest and dividend income

Gain (loss) on disposition of assets, net

Other (loss) income, net

(Loss) gain on disposition of assets, net

Other loss, net

Cost of goods sold

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Interest expense

Loss before income tax benefit (expense)

Income tax benefit (expense)

Loss from continuing operations

Loss from discontinued operations

Income (loss) before income tax benefit (expense)

Income tax (expense) benefit

net income (loss) attributable to non-controlling interests

Net loss attributable to Icahn Enterprises

Net loss attributable to Icahn Enterprises from:

Continuing operations

Discontinued operations

Net (loss) income attributable to Icahn Enterprises allocated to:

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Basic and diluted loss per LP unit

Continuing operations

Discontinued operations

Basic and diluted loss per LP unit

Basic and diluted weighted average LP units outstanding

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(in millions)

Other comprehensive income (loss), net of tax:

Other comprehensive loss, net of tax:

Translation adjustments

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Comprehensive loss attributable to Icahn Enterprises

Comprehensive (loss) income attributable to Icahn Enterprises allocated to:

Comprehensive loss attributable to Icahn Enterprises allocated to:

Limited partners

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Total Partners’

(Deficit) Equity

(in millions)

Balance, December 31, 2019

Other comprehensive income

Other comprehensive loss

Partnership distributions

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Balance, December 31, 2020

Other comprehensive loss

Net income (loss)

Other comprehensive income

Partnership distributions

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Balance, December 31, 2021

Net income (loss)

Other comprehensive income

Net (loss) income

Other comprehensive loss

Partnership distributions

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Investment segment contributions

Investment segment distributions

Dividends and distributions to non-controlling interests in subsidiaries

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Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Loss from discontinued operations

Net (gain) loss from securities transactions

Net loss (gain) from securities transactions

Purchases of securities

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Changes in derivative assets and liabilities

(Gain) loss on disposition of assets, net

Loss (Gain) on disposition of assets, net

Depreciation and amortization

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Proceeds from disposition of businesses and assets

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities:

Investment segment contributions from non-controlling interests

Investment segment distributions from non-controlling interests

Partnership contributions

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Repayments of subsidiary borrowings

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents

Add back change in cash and restricted cash of assets held for sale

Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents

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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.

5 unchanged sentences

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.

We had interests in the Investment Funds with a fair market value of approximately $ 4.2 billion as of December 31, 2022 and 2021.

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 Energy is a diversified holding company primarily engaged in the petroleum refining and marketing industry through its petroleum business and in the nitrogen fertilizer manufacturing industry through its holdings in CVR Partners, LP, a publicly traded limited partnership (“CVR Partners”).

CVR Energy is an independent petroleum refiner and marketer of high value transportation fuels primarily in the form of gasoline and diesel fuels, as well as renewable diesel.

CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate and ammonia.

CVR Energy 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.

CVR Energy has a general partner interest in CVR Partners.

In addition, CVR Energy owns approximately 37 % of the outstanding common units of CVR Partners as of December 31, 2022.

As of December 31, 2022, 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

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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.

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

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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 %.

In December 2022, we purchased an additional 1,123,363 shares of Viskase common stock for $ 1 million.

As of December 31, 2022, we owned approximately 90 % of the total outstanding common stock of Viskase.

Our Real Estate segment consists primarily of investment properties, the development and sale of single-family homes and the management of a country club.

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The $ 81 million exit financing facility replaced an existing $ 63 million term loan previously held by us.

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We conducted our Metals segment through our indirect wholly-owned subsidiary, PSC Metals, LLC (“PSC Metals”).

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PSC Metals collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers .

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On December 7, 2021, we closed on the previously announced sale of 100 % of the equity interests in PSC Metals.

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As a result of the sale of PSC Metals, we no longer operate a Metals segment.

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.

Basis of Presentation and Summary of Significant Accounting Policies

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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.

Our sales of Federal-Mogul LLC, Tropicana Entertainment Inc., American Railcar Industries, Inc., Ferrous Resources 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.

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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

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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;

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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

Icahn Enterprises Holdings and its

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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 Assets 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.

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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

Reclassifications and Adjustments

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.

In the fourth quarter of 2022, we recorded out-of-period adjustments of $ 51 million of income substantially related to inventory write-downs at the Automotive Segment.

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

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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.

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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.

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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.

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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.

Acquisitions of or investments in 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.

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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.

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Cash and Cash Equivalents

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Restricted cash includes, but is not limited to, our Investment segment’s cash pledged and held for margin requirements on derivative transactions.

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Investments and Related Transactions

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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

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investment sold short and deliver it to the broker-dealer through which they made the short sale.

When the Investment Funds sell an investment short, they must borrow the 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.

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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.

For purposes of determining gains and losses, the cost of securities is based on

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specific identification.

Dividend income is recorded on the ex-dividend date and interest income is recognized when earned.

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For further information regarding our derivative contracts, see Note 6, “Financial Instruments.”

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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.

An allowance is based on historical loss experience, expected credit losses from current economic conditions, and management’s expectations of future economic conditions.

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.

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The cost of inventories includes inbound freight costs.

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Automotive, Food Packaging, Home Fashion and Pharma

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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.

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

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Long-lived assets are evaluated for impairment when impairment indicators exist.

An evaluation of impairment consists of reviewing the carrying value of a long-lived asset for recoverability.

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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.

The impairment charge, if any,

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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

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Post-retirement benefit liabilities were $ 36 million and $ 55 million as of December 31, 2022 and 2021, respectively, and are included in accrued expenses and other liabilities in our consolidated balance sheets.

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Appropriate actuarial methods and assumptions are used in accounting for defined benefit pension plans and other post-retirement benefit plans.

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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.

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Generally, net earnings for U.S.

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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

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(loss) adjusted for the potential effect of dilutive securities as well as the related weighted-average number of units and equivalent units outstanding.

Diluted income (loss) per LP unit, when applicable, is based on basic income (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.

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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.

We account for arrangements that contain lease and non-lease components as a single lease component for all classes of underlying

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Leases in which we are the lessor are primarily within our Automotive segment.

Refer to Note 10, “Leases,” for additional information regarding our Automotive segment’s operating leases.

Real Estate below for further discussion.

In addition, all of our businesses, including our Real Estate segment, enter into lease arrangements as the lessee.

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We use the implicit rate when readily determinable.

The lease terms used in the

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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.

The lease terms used in the 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.

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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.

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In addition, we disclose additional information with respect to revenue from contracts with customers and contract balances for our segments below.

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.

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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

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Many of the petroleum business’ contracts have index-based pricing which is considered variable consideration that should be estimated in determining the transaction 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.

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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.

Our Automotive segment revenue from retail and commercial parts sales

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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.

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For the year ended December 31, 2022, 2021 and 2020, our Automotive segment recorded revenue of $ 25 million, $ 24 million and $ 25 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective year.

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Food Packaging

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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.

PSC Metals also generated revenues from sales of secondary plate and pipe, the

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brokering of scrap metals and from services performed.

All sales were recognized when title passes to the customer.

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Sales adjustments related to price and weight differences were reflected as a reduction of revenues when settled.

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

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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.

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.

Operating lease revenue is recognized on a straight-line basis over the lease term.

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Shipping Costs:

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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.

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

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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.

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The deposits held at the various financial institutions may exceed federally insured limits.

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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.

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 September 2022, the FASB issued ASU 2022-04, Liabilities- Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations to require entities that use supplier finance programs in connection with purchase of goods and services to disclose the key terms of such programs and information about obligations outstanding at the end of the reporting period, including a rollfoward of those obligations of where in the financial statements outstanding amounts are present.

The guidance does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations.

The amendments are effective in periods beginning after December 15, 2022, except that the amendments to disclose a rollforward of obligations outstanding will be effective beginning after December 15, 2023.

We are currently assessing the impact of adopting this new accounting standard on our condensed consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which amends guidance in Topic 820, Fair Value Measurement.

The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value.

The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

The amendment requires the following disclosures for equity securities subject to contractual sale restrictions:

the fair value of equity securities subject to contractual sale restrictions;

the nature and remaining duration of the restriction(s);

and the circumstances that could cause a lapse in the restriction(s).

The amended guidance is effective January 1, 2024 on a prospective basis.

Early adoption is permitted.

We are currently assessing the impact of adopting this new accounting standard on our condensed consolidated financial statements.

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 .

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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.

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.

We adopted this ASU effective January 1, 2023.

The adoption of this standard did not have a significant impact on our consolidated financial statements.

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Related Party Transactions

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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, 2022 and 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 $ 5.0 billion and $ 5.0 billion, respectively, representing approximately 54 % and 54 % of the Investment Funds’ assets under management as of each respective date.

Icahn and his affiliates (excluding us and Brett Icahn) was approximately $ 4.9 billion and $ 5.0 billion, respectively, representing approximately 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).

1 unchanged sentence

For the years ended December 31, 2022, 2021 and 2020, $ 18 million, $ 15 million and $ 2 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement.

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

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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.

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.

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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.

During 2022, Brett Icahn had net redemptions of $ 14 million in accordance with the manager agreement and in 2021 he contributed $ 76 million.

As of December 31, 2022 and 2021, Brett Icahn had investments in the Investment Funds with a fair market value of $ 50 million and $ 93 million, respectively.

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.

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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Equity securities:

Consumer, non-cyclical

Communications

Consumer, cyclical

Corporate debt securities

Debt securities:

Communications

Consumer, non-cyclical

Securities sold, not yet purchased, at fair value:

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Consumer, cyclical

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.

Debt securities:

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The portion of unrealized (losses) gains that relates to securities still held by our Investment segment, primarily equity securities, was $( 1,544 ) million, $ 1,153 million and $ 65 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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.

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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.

Fair Value of

Gains (Losses)

Recognized in Income

Year Ended December 31,

(in millions)

Xerox Holding Corporation

Herbalife Nutrition Ltd.

Hertz Global Holdings, Inc.

We obtained significant influence over Xerox Holding Corporation and elected the fair value option with respect to our investment in Xerox, beginning in the first quarter of 2022.

During the second quarter of 2020, the Investment Funds sold their entire investment in Hertz.

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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.

The following tables contain summarized financial information with respect to our investments in Xerox, 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.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

Total liabilities

Non-controlling interests

Equity attributable to investee shareholders

The majority of total assets in the table above consists of receivables, goodwill and inventories.

The majority of total liabilities in the table above consists of debt.

Year Ended December 31,

(in millions)

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Cost of goods sold/Other expenses from operations

Net (loss) income

Net (loss) income attributable to investee shareholders

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net income (loss)

Net income (loss) attributable to investee shareholders

Other Segments and Holding Company

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Equity method investments

Held to maturity debt investments measured at amortized cost

Other investments measured at fair value

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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 with readily

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

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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.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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Other liabilities

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.

+ 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, 2022 and 2021.

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:

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

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Balance at December 31

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.

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.

Financial Instruments

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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.

When the contract is closed, the

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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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

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 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.

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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.

There were no Investment Funds’ derivative instruments with credit-risk-related contingent features in a liability position as of December 31, 2022 and 2021.

The following table summarizes the volume of our Investment segment’s derivative activities based on their notional exposure, categorized by primary underlying risk:

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Credit contracts (1)

Commodity contracts

(1) The short notional amount on our credit default swap positions was approximately $ 3.5 billion at December 31, 2022.

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Credit contracts

Commodity contracts

Netting across contract types (1)

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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.

To manage price risk on crude oil and other inventories and to fix margins on certain future production, CVR Energy’s refining business from time to time enters into various commodity derivative transactions and 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 Energy may enter into forward purchase or sale contracts associated with renewable identification numbers (“RINs”).

As of December 31, 2022 and 2021, CVR Energy had less than 1 million and no outstanding commodity swap positions, respectively.

As of December 31, 2022 and 2021, CVR Energy had future contracts for less than 1 million at each date.

As of December 31, 2022 and 2021, CVR Energy had open fixed-price commitments to purchase a net $ 34 million and 3 million RINs, respectively.

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

As of December 31, 2022, our Energy segment had net asset derivatives of $ 7 million and net liability derivatives of $ 4 million and as of December

ICAHN ENTERPRISES L.P.

1 unchanged sentence

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.

31, 2021, our Energy segment had gross asset derivatives of $ 4 million and gross liability derivatives of $ 2 million.

(Losses) gains recognized on derivatives for our Energy segment were $( 55 ) million, $( 44 ) million and $ 55 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Gains recognized on derivatives for our Energy segment are included in cost of goods sold on the consolidated statements of operations.

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As a result, our Automotive segment recorded a write-down of its inventories of $ 33 million, which is included in cost of goods sold in the consolidated statements of operations for the year ended December 31, 2022.

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.

In addition, our Automotive segment recorded out-of-period adjustments of $ 51 million related to inventory write-downs, which is included in costs of goods sold in the consolidated statements of operations for the year ended December 31, 2022.

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.

Property, Plant and Equipment, Net

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Depreciation and amortization expense related to property, plant and equipment for the years ended December 31, 2022, 2021 and 2020 was $ 384 million, $ 383 million and $ 406 million, respectively.

See Note 5, “Fair Value Measurements,” for discussion regarding certain impairments to our property, plant and equipment.

ICAHN ENTERPRISES L.P.

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Gross carrying amount, Jan 1

Foreign Exchange

Gross carrying amount, Dec 31

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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 2022 and 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.

2 unchanged sentences

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.

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.

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

All Segments and Holding Company

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Our Automotive segment accounted for $ 163 million, $ 163 million and $ 166 million of total lease cost for the years ended December 31, 2022, 2021 and 2020, respectively.

Our Automotive segment leases certain retail locations under long-term operating leases.

Our Automotive segment’s revenues from operating leases were $ 45 million and $ 10 million for the years ended December 31, 2022 and 2021, respectively.

Our Automotive segment’s expenses from operating leases were $ 46 million and $ 10 million for the years ended December 31, 2022 and 2021, respectively.

Revenues from operating leases are included in other revenue from operations in the consolidated statements of operations and expenses from operating leases are included in other expenses from operations in the consolidated statements of operations.

Our Real Estate segment leases real estate, primarily commercial properties under long-term operating leases.

1 unchanged sentence

Our Real Estate segment’s revenue from operating leases were $ 7 million, $ 8 million and $ 32 million for the years ended December 31, 2022, 2021 and 2020, 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.

Our Real Estate segment’s anticipated future receipts of minimum operating lease payments receivable are $ 7 million for 2023, $ 9 million for each of 2024 and 2025, $ 8 million for 2026, $ 7 million for 2027 and an aggregate of $ 72 million for 2028 and thereafter.

Debt consists of the following:

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4.375 % senior unsecured notes due 2029

Reporting Segments:

Food Packaging

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Holding Company

2 unchanged sentences

Interest on each of the senior unsecured notes are payable semi-annually.

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.

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.

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.

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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.

Icahn Enterprises recorded a loss on extinguishment of debt of $ 2 million in 2022, a gain on extinguishment of debt of $ 3 million in 2021 and a loss on extinguishment of debt of $ 4 million in 2020 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.

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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.

Additionally, the 6.375 % senior unsecured note due 2025 and the 6.250 % senior unsecured note due 2026 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, 2022 and 2021, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.

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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.

ICAHN ENTERPRISES L.P.

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Reporting Segments

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).

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 $ 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.

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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.

In connection with these transactions, our Energy segment recorded a loss on extinguishment of debt of $ 1 million for the year ended December 31, 2022.

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.

In April 2022, in connection with the Petroleum ABL (as defined below), a new wholly owned subsidiary of CVR Energy, CVR Renewables, LLC (“CVR Renew”), delivered to Wells Fargo Bank, National Association, as administrative and collateral agent for the secured parties, a Joinder Agreement pursuant to which CVR Renew became a borrower for all purposes under the Petroleum ABL and other Credit Documents.

In June 2022, CVR Refining and certain of its subsidiaries (the “Credit Parties”) entered into Amendment No.

3 to the Amended and Restated ABL Credit Agreement dated December 20, 2012 (the “Amendment”, and as amended, the “Petroleum ABL”), with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Agent”).

The Petroleum ABL is a senior secured asset based revolving credit facility in an aggregate principle amount of up to $ 275 million with a $ 125 million incremental facility, which is subject to additional lender commitments and certain other conditions.

The proceeds of the loans may be used for capital expenditures, working capital and general corporate purposes of the Credit Parties and their subsidiaries.

The Petroleum ABL provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to certain borrowing base conditions, with sub-limits of $ 30 million for swingline loans and $ 60 million (or $ 100 million if increased by the Agent) for letters of credit.

The Petroleum ABL is scheduled to mature on June 30, 2027.

As of December 31, 2022 and 2021, total availability under the CVR Refining and CVR Partners variable rate asset based revolving credit facilities aggregated $ 287 million and $ 396 million, respectively.

CVR Refining also had $ 23 million and $ 39 million of letters of credit outstanding as of December 31, 2022 and 2021.

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.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Food Packaging

3 unchanged sentences

The interest rate on Viskase’s term loans were 6.80 % and 2.47 % as of December 31, 2022 and 2021, respectively.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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Net loss attributable to Icahn Enterprises from continuing operations

net income attributable to Icahn Enterprises from continuing operations allocated 100% to general partner

net loss attributable to Icahn Enterprises from continuing operations allocated 100% to general partner

Net loss attributable to Icahn Enterprises from continuing operations allocable to limited partners

Net loss attributable to Icahn Enterprises from continuing operations allocated to limited partners (98.01% allocation)

Net loss attributable to Icahn Enterprises from discontinued operations allocable to limited partners

Net loss attributable to Icahn Enterprises from discontinued operations allocated to limited partners (98.01% allocation)

Basic and diluted loss per LP unit

Continuing operations

Discontinued operations

Basic and diluted loss per LP unit

Basic and diluted weighted average LP units outstanding

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Unit distributions

2017 Incentive Plan

At-the-market offerings

Sale to Brett Icahn

December 31, 2020

Unit distributions

2017 Incentive Plan

At-the-market offerings

Sale to Brett Icahn

December 31, 2021

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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.

During the year ended December 31, 2022, Icahn Enterprises sold depositary units pursuant to these agreements, resulting in gross proceeds of $ 759 million.

As of December 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 $ 325 million in aggregate gross sale proceeds pursuant to this agreement entered into on November 21, 2022.

2017 Incentive Plan

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Other revenues from operations

Net gain (loss) from investment activities

Net (loss) gain from investment activities

Interest and dividend income

(Loss) gain on disposition of assets, net

Other (loss) income, net

Other (loss) gain, net

Cost of goods sold

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Interest expense

(Loss) income from continuing operations before income tax benefit (expense)

Income tax benefit (expense)

(Loss) income from continuing operations before income tax (expense) benefit

Income tax (expense) benefit

Net (loss) income

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Other revenues from operations

Net (loss) gain from investment activities

Net gain (loss) from investment activities

Interest and dividend income

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Other revenues from operations

Net loss from investment activities

Net loss (gain) from investment activities

Interest and dividend income

Gain (loss) on disposition of assets, net

Loss (gain) on disposition of assets, net

Other (loss) income, net

4 unchanged sentences

Interest expense

(Loss) income from continuing operations before income tax (expense) benefit

Income tax (expense) benefit

(Loss) income from continuing operations before income tax benefit (expense)

Income tax benefit (expense)

Net (loss) income from continuing operations

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Net operating loss

Investment in partnerships

Total deferred tax assets

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For the year ended December 31, 2022, the valuation allowance on deferred tax assets decreased by $ 105 million.

The decrease was primarily attributable to changes in state net operating loss carryforwards.

The decrease was primarily attributable to utilization of capital loss carryforwards and 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.

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At December 31, 2022, 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

(“AEPC”), a wholly-owned corporate subsidiary of Icahn Enterprises, which includes all or parts of our Automotive, Food Packaging, Pharma, Home Fashion and Real Estate segments had U.S.

federal net operating loss carryforwards of approximately $ 3.0 billion with expiration dates

ICAHN ENTERPRISES L.P.

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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.

from 2024 through unlimited carryforward periods.

Additionally, AEPC and its corporate subsidiaries had foreign net operating loss carryforwards of $ 22 million with an unlimited carryforward period.

At December 31, 2022, CVR Energy had state income tax credits of $ 9 million, which are available to reduce future state income taxes.

These credits, if not used, will begin expiring in 2036.

These credits have an indefinite carryforward period.

On October 9, 2020, Viskase completed an equity private placement whereby AEPC ownership increased from approximately 79 % to 89 % .

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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

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The total unrecognized tax benefits differ from the amount which would affect the effective tax rate primarily due to the impact of valuation allowances.

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During the next 12 months, we believe that it is reasonably possible that unrecognized tax benefits may decrease by approximately $ 17 million due to statute expirations.

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federal tax examinations for years before 2018 or state and local examinations for years before 2017, 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.

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Internal Revenue Service (“IRS”) has concluded its examination of the AEPC group’s income tax returns for the years ended December 31, 2018 and 2017.

No significant issues or changes were made pursuant to the examination.

Changes in Accumulated Other Comprehensive Loss

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Balance, December 31, 2022

Other Income, Net

Other Loss, Net

Other income, net consists of the following:

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Foreign currency transaction loss

Non-service pension and other post-retirement benefits expense

(Loss) gain on extinguishment of debt, net

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Legal settlement loss

Loss on extinguishment of debt, net

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.

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 human health and the environment, particularly regarding plant wastes and emissions and solid waste disposal.

Our consolidated environmental liabilities on an undiscounted basis were $ 22 million and $ 13 million as of December 31, 2022 and 2021, respectively, primarily within our Energy segment, 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.

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.

CVR Energy’s indirect wholly-owned subsidiary, Coffeyville Resource Refining & Marketing, LLC (“CRRM”) is party to proceedings relating to claims by United States Department of Justice (the “DOJ”) on behalf of the U.S.

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Environmental Protection Agency (the “EPA”) and the State of Kansas, acting by and through Kansas Department of Health and Environment (“KDHE”) a 2012 Consent Decree (“CD”) between CRRM, 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 of $ 6.8 million (the “Stipulated Claims”), which amount CRRM previously deposited into a commercial escrow account, which escrowed funds are legally restricted for use and are included in other assets in our condensed consolidated balance sheets.

After the United States District Court for the District of Kansas (“D.

Kan.”) denied CRRM’s petition for judicial review of the Stipulated Claims, CRRM appealed the D.

Kan order to the United States Court of Appeals for the Tenth Circuit (the “10 th Circuit”), which appeal was stayed by the 10 th Circuit but remains pending.

CRRM is also party to proceedings brought by the DOJ, on behalf of the EPA, and KDHE in the D.

Kan alleging violations of the CAA, CRRM’s Title V permit, 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 Coffeyville Resources Refining and Marketing, LLC’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”).

Motion practice in the lawsuit filed in the D.

Kan by the United States (on behalf of the EPA) and KDHE, which complaint was amended on February 17, 2022 (the “Amended Complaint”), is ongoing.

In October 2022, the D.

Kan granted CRRM’s motion to dismiss KDHE’s request for penalties under Kansas law but denied its motion to dismiss all other Statutory Claims.

subsequently held a scheduling conference in December 2022 and entered a scheduling order in January 2023.

Under that schedule, the case will proceed through discovery in 2023 and 2024.

The court will schedule a trial in the case at a later date.

In January 2023, the United States (on behalf of the EPA) and the State of Kansas, through KDHE, amended their complaint before the D.

in connection with their allegations that CRRM violated the CAA, the Kansas State Implementation Plan, Kansas law, 40 C.F.R.

Part 63 and CRRM’s permits relating to flares, heaters, and related matters and seeking civil penalties, injunctive and related relief (collectively, the “Statutory Claims”), adding certain claims including relating to an alleged failure to comply with certain emissions reporting requirements for 2016.

Negotiations and proceedings remain ongoing relating to the Statutory Claims, and also relating to the Stipulated Claims being sought by the United States (on behalf of the EPA) and the State of Kansas (through KDHE) in connection with their allegations that CRRM violated the CAA and a 2012 Consent Decree between CRRM, the United States (on behalf of the EPA) and KDHE, following CRRM’s appeal to the United States Court of Appeals for the Tenth Circuit of the denial by D.

of CRRM’s petition for judicial review of the Stipulated Claims.

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 December 31, 2022 and 2021, our Energy segment had environmental accruals of $ 22 million and $ 12 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.

CVR Energy’s obligated-party subsidiaries are 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 Energy’s obligated subsidiaries are not able to blend the substantial majority of its transportation fuels and, unless their obligations are waived by the EPA, 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.

CVR Energy’s obligated-party subsidiaries have filed a number of petitions in the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) and the United States Court of Appeals for the District of Colombia Circuit (the “DC Circuit”) challenging the EPA’s April 2022 and June 2022 alternate compliance rulings and the EPA’s Final Rule filed in July 2022 establishing renewal volume obligation (“RVO”), and, with respect to Wynnewood Refining Company, LLC (“WRC”), challenging EPA’s denial of small refinery exemptions (“SREs”) sought by WRC for the 2017 through 2021 compliance periods, also intervened in an action filed by certain biofuels producers relating to the RFS.

In late 2022, the Fifth Circuit denied the EPA’s motions to stay the SRE Denial Lawsuits.

In February 2023, WRC filed a motion in the Fifth Circuit seeking a stay of enforcement

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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.

of the RFS against WRC pending resolution for the denial of SREs lawsuits.

As each of these proceedings is in its earliest stages, we cannot currently estimate the outcome, impact or timing of resolution of these matters.

However, while CVR Energy intends to prosecute these actions vigorously, if these matters are ultimately concluded in a manner adverse to CVR Energy, they could have a material effect on our Energy business’ financial position, results of operations, or cash flows.

For the years ended December 31, 2022, 2021 and 2020, our Energy segment recognized an expense of $ 435 million, $ 435 million and $ 190 million, respectively, for CVR Energy’s obligated-party subsidiaries’ compliance with the RFS (based on our Energy segment’s revised 2020 and finalized 2021 and 2022 annual 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 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.

As of December 31, 2022 and 2021, the RFS position for CVR Energy’s obligated-party subsidiaries was $ 692 million and $ 494 million, respectively, which is included in accrued expenses and other liabilities in our consolidated balance sheets.

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.

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.

Call Option Lawsuits –In December 2022, the Delaware Court of Chancery (the “Chancery Court”) approved the final settlement of the consolidated lawsuits (collectively, the “Call Option Lawsuits”) filed by purported former unitholders of CVR Refining, LP on behalf of themselves and an alleged class of similarly situated unitholders against CVR Energy and certain of its affiliates (the “Call Defendants”) relating to CVR Energy’s exercise of the call option under the CVR Refining, LP Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s LP’s general partner including the Stipulation, Compromise and Release (the “Settlement”) entered into by the parties on August 19, 2022.

The Settlement of the Call Option Lawsuits had no further impact on our Energy business’ financial position or results of operations beyond the $ 79 million recognized within Other loss, net for the year ended December 31, 2022 to reflect the estimated probable loss.

On November 28, 2022, the 434th Judicial District Court of Fort Bend County, Texas granted summary judgment in favor of the primary and excess insurers (the “Insurers”) of the Call Defendants in the Insurers’ declaratory judgment action seeking determination that they owe no indemnity coverage for the Call Option Lawsuits in relation to insurance policies that have coverage limits of $ 50 million.

The Company intends to appeal the grant of summary judgment while it concurrently pursues its claims against the Insurers it filed in October 2022 in the Superior Court of the State of Delaware (the “Superior Court”) alleging Breach of Contract and Breach of the Implied Covenant of Good Faith and Fair Dealing against their primary and excess insurers (the “Insurers”) relating to their denial of coverage of the Call Defendants’ defense expenses and indemnity, as well as other conduct of the Insurers relating to the Call Option Lawsuits.

On January 3, 2023, the Superior Court granted the Call Defendants’ motion for leave to amend its complaint to seek recovery from the Insurers of all of the amounts paid in settlement of the Call Option Lawsuits.

As both lawsuits are in their early stages, CVR Energy cannot determine at this time the outcome of these lawsuits, including whether the outcome would have a material impact on our Energy business’ financial position, results of operations, or cash flows.

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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

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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

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.

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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.

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.

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.

We cooperated with the request and provided documents in response to the subpoena.

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

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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.

Pension and Other Post-Retirement Benefit Plans

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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.

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Components of net periodic benefit cost (credit) are as follows:

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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.

As pension costs for Viskase are not material to our consolidated

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financial position and results of operations, we do not provide information regarding their inputs and valuation assumptions.

Pension Benefits

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Benefits paid

Actuarial loss

Actuarial gain

Currency translation

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Exchange traded funds

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Supplemental Cash Flow Information

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Non-cash consideration for obtaining a controlling interest in subsidiary

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Subsequent Events

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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.

In January of 2023, IEH Auto Parts Holding LLC and its subsidiaries (“Auto Plus”), an automotive parts distributor held within Icahn Automotive, filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code.

In the course of the Chapter 11 cases, Auto Plus will seek to sell substantially all of its assets pursuant to Section 363 of the Bankruptcy Code, with the proceeds of such sale used to satisfy obligations to its creditors, and to settle or discharge all of its obligations, in each case subject to approval by the Bankruptcy Court.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data