What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-29 compared with 2023-02-24 · 458 added, 364 removed, 1177 unchanged (41% of the section changed)

35 unchanged sentences

Accounts receivable, net

Related party notes receivable, net

Property, plant and equipment, net

Deferred tax asset

Derivative assets, net

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Interest and dividend income

(Loss) gain on disposition of assets, net

Gain (loss) on disposition of assets, net

Other loss, net

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Restructuring, net

Credit loss on related party note receivable

Loss on deconsolidation of subsidiary

Interest expense

Income (loss) before income tax benefit (expense)

(Loss) income before income tax benefit (expense)

Income tax (expense) benefit

net income (loss) attributable to non-controlling interests

net (loss) income attributable to non-controlling interests

Net loss attributable to Icahn Enterprises

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(in millions)

Other comprehensive loss, net of tax:

Other comprehensive income, net of tax:

Translation adjustments

Post-retirement benefits and other

Other comprehensive income (loss), net of tax

Other comprehensive income, net of tax

Comprehensive loss

Comprehensive income (loss) attributable to non-controlling interests

Comprehensive (loss) income attributable to non-controlling interests

Comprehensive loss attributable to Icahn Enterprises

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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)

Net (loss) income

Other comprehensive income

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Investment segment contributions

Investment segment distributions

Dividends and distributions to non-controlling interests in subsidiaries

1 unchanged sentence

Balance, December 31, 2022

Net (loss) income

Other comprehensive loss

Other comprehensive income

Partnership distributions

Partnership contributions

Investment segment contributions

Investment segment distributions

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Cash flows from operating activities:

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

Adjustments to reconcile net loss to net cash provided by operating activities:

Net loss (gain) from securities transactions

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Changes in derivative assets and liabilities

Loss (Gain) on disposition of assets, net

(Gain) loss on disposition of assets, net

Depreciation and amortization

Loss on deconsolidation of subsidiary

Credit loss expense

Deferred taxes

2 unchanged sentences

Accounts receivable, net

Related party note receivable

Accounts payable

Accrued expenses and other liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities:

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Acquisition of businesses, net of cash acquired

Purchases of investments

Proceeds from sale of investments

Proceeds from disposition of businesses and assets

Related party note receivable payments and distributions, net

Net cash (used in) provided by investing activities

1 unchanged sentence

Investment segment contributions from non-controlling interests

Investment segment distributions from non-controlling interests

Investment segment distributions to non-controlling interests

Partnership contributions

Partnership distributions

Purchase of additional interests in consolidated subsidiaries

Proceeds from sale of (purchase of) additional interests in consolidated subsidiaries

Dividends and distributions to non-controlling interests in subsidiaries

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

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

Net increase in cash and cash equivalents and restricted cash and restricted cash equivalents

Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period

7 unchanged sentences

(“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987.

References to “we,” “our” or “us” herein include Icahn Enterprises and its subsidiaries, unless the context otherwise requires.

References to “we,” “our”, “us” or “the Company” herein include Icahn Enterprises and its subsidiaries, unless the context otherwise requires.

Icahn Enterprises owns a 99 % limited partner interest in Icahn Enterprises Holdings L.P.

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See Note 15, “Segment and Geographic Reporting,” for a reconciliation of each of our reporting segment’s results of operations to our consolidated results.

Certain additional information with respect to our segments are discussed below.

Certain additional information with respect to our segments is discussed below.

Our Investment segment is comprised of various private investment funds (“Investment Funds”) in which we have general partner interests and through which we invest our proprietary capital.

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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 as of December 31, 2022 and 2021.

We had interests in the Investment Funds with a fair value of approximately $ 3.2 billion and $ 4.2 billion as of December 31, 2023 and 2022, respectively.

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 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 a diversified holding company primarily engaged in the petroleum refining and marketing businesses as well as in the nitrogen fertilizer manufacturing businesses 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 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.

CVR Energy holds 100 % of the general partner interest and approximately 37 % of the outstanding common units of CVR Partners as of December 31, 2023.

During the year ended December 31, 2023, we decreased our ownership in CVR Energy through the sale of common stock resulting in proceeds of $ 158 million and as of December 31, 2023, we owned approximately 66 % of the total outstanding common stock of CVR Energy.

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 management team.

We conduct our Automotive segment through our wholly owned subsidiaries, Icahn Automotive Group LLC (“Icahn Automotive”) and AEP PLC LLC (“AEP PLC”).

The Automotive segment is engaged in providing a full range of automotive repair and maintenance services, along with the sale of any installed parts or materials related to automotive services (“Automotive Services”) to its customers, as well as sales of automotive aftermarket parts and retailed merchandise (“Aftermarket Parts”).

In addition to its primary businesses, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases.

On January 31, 2023, a subsidiary of Icahn Automotive, IEH Auto Parts Holding LLC and its subsidiaries (collectively “Auto Plus”), an aftermarket parts distributor held within our Automotive segment, filed voluntary petitions in the United States Bankruptcy Court.

As a result of Auto Plus’ filings for bankruptcy protections on January 31, 2023, we no longer controlled the operations of Auto Plus, and therefore, we deconsolidated Auto Plus as of January 31, 2023.

See Note 3, “Subsidiary Bankruptcy and Deconsolidation”, for a detailed discussion of the Auto Plus bankruptcy and deconsolidation.

Food Packaging

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Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products.

In October 2020, Viskase completed an equity private placement whereby we acquired an additional 50,000,000 shares of Viskase common stock for $ 100 million.

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

As of December 31, 2023, 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.

We conduct our Real Estate segment through various wholly owned subsidiaries.

Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to corporate tenants, the development and sale of single-family homes, and the operations of a resort and two country clubs.

We conduct our Home Fashion segment through our wholly-owned subsidiary, WestPoint Home LLC (“WPH”).

WPH’s business consists of manufacturing, sourcing, marketing, distributing and selling home fashion consumer products.

We conduct our Pharma segment through our wholly owned subsidiary, Vivus LLC (“Vivus”).

We acquired all of the outstanding commons stock of Vivus in December 2020 upon its emergence from bankruptcy.

Vivus is a specialty pharmaceutical company with two approved therapies and one product candidate in active clinical development.

Prior to Vivus’ emergence from bankruptcy, we held an investment in Vivus’ convertible corporate debt securities with a fair value of $ 183 million.

In addition to the fair value of the convertible corporate debt securities, our total consideration transferred included an exit financing facility of $ 81 million and a contingent liability of $ 3 million.

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

We conduct our Pharma segment through our wholly owned subsidiary, Vivus LLC, formerly Vivus, Inc.

Vivus is a specialty pharmaceutical company with two approved therapies and two product candidates in active clinical development.

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

PSC Metals is principally engaged in the business of collecting, processing and selling ferrous and non-ferrous metals, as well as the processing and distribution of steel pipe and plate products.

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

PSC Metals was principally engaged in the business of collecting, processing, and selling ferrous and non-ferrous metals, as well as the processing and distribution of steel pipe and plate products.

PSC Metals collected industrial and obsolete scrap metal, processed it into reusable forms and supplied the recycled metals to its customers .

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

In connection with this sale, we received proceeds of $ 323 million and recorded a pretax gain on disposition of assets of $ 163 million in the fourth quarter of 2021.

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

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In connection with this sale, we received proceeds of $ 323 million and recorded a pretax gain on disposition of assets of $ 163 million in the fourth quarter of 2021.

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

Basis of Presentation and Summary of Significant Accounting Policies

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In addition, we do not invest or intend to invest in securities as our primary business.

We intend to structure our investments to continue to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended.

We structure and intend to continue structuring our investments to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended.

Events beyond our control, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in our inadvertently becoming an investment company that is required to register under the Investment Company Act.

Our sales of Federal-Mogul LLC, Tropicana Entertainment Inc., American Railcar Industries, Inc., Ferrous Resources and PSC Metals 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 Ltd., and PSC Metals in recent years did not result in our being considered an investment company.

However, additional transactions involving the sale of certain assets could result in our being considered an investment company.

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Kick-out rights, which are the rights underlying the limited partners’ ability to dissolve the limited partnership or otherwise remove the general partners, held through voting interests of partnerships and similar entities that are not VIEs are considered the equivalent of the equity interests of corporations that are not VIEs.

For entities over which the Company does not have significant influence, the Company accounts for its equity investment at fair value.

Except for our Investment segment and Holding Company, for equity investments in which we own 50% or less but greater than 20%, we generally account for such investments using the equity method.

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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

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.

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

On May 1, 2023, we established a captive insurance program to supplement the insurance coverage of the officers, directors, employees and agents of the Company, its subsidiaries and our general partner, in addition to our newly established commercial insurance program.

We hold assets in a protected cell, which we are the primary beneficiary of, and therefore consolidate the protected cell.

At December 31, 2023, total assets related to the protected cell were $ 103 million and included in restricted cash in the consolidated balance sheet.

Discontinued Operations and Assets Held For Sale

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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 and Adjustments

Reclassifications

Certain reclassifications from the prior year presentation have been made to conform to the current year presentation, which did not have an impact on previously reported net income and equity and are not deemed material.

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

6 unchanged sentences

We account for business combinations under the acquisition method of accounting (other than acquisitions of businesses under common control), which requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values.

While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement.

While we use our best estimates and assumptions to accurately

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement.

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date including our estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable.

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We consider short-term investments, which are highly liquid with original maturities of three months or less at date of purchase, to be cash equivalents.

As of December 31, 2023, our cash and cash equivalents balance includes $ 598 million of reserved funds at our Energy segment to be utilized for the repayment of our Energy segment’s 5.250 % senior unsecured notes due 2025.

Cash Held at Consolidated Affiliated Partnerships and Restricted Cash

Our cash held at consolidated affiliated partnerships balance was $ 1,068 million and $ 1,019 million as of December 31, 2023 and 2022, respectively.

Cash held at consolidated affiliated partnerships relates to our Investment segment and consists of cash and cash equivalents held by the Investment Funds that, although not legally restricted, is not available to fund the general liquidity needs of the Investment segment or Icahn Enterprises.

Our restricted cash balance was $ 1,530 million and $ 2,013 million as of December 31, 2022 and 2021, respectively.

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

Cash held at consolidated affiliated partnerships relates to our Investment segment and consists of cash and cash equivalents held by the Investment Funds that, although not legally restricted, are not used for the general operating needs of the Investment segment or Icahn Enterprises.

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our restricted cash balance was $ 1,927 million and $ 1,530 million as of December 31, 2023 and 2022, respectively.

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

Investments and Related Transactions

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Due to brokers represents margin debit balances collateralized by certain of the Investment Funds’ investments in securities.

Other Segments and Holding Company

Investments in equity securities are carried at fair value with the unrealized gains or losses reflected in the consolidated statements of operations.

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

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

specific identification.

Other Segments and Holding Company

Investments in equity securities are carried at fair value with the unrealized gains or losses reflected in the consolidated statements of operations.

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

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

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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.

Inventories are valued at the lower of FIFO cost, or net realizable value for fertilizer products, refined fuels and by-products for all periods presented.

Refinery unfinished and finished products inventory values were determined using the ability-to-bear process, whereby raw materials and production costs are allocated to work-in-process and finished goods based on their relative fair values.

Our Energy segment inventories consist primarily of domestic and foreign crude oil, blending stock and components, work in progress, fertilizer products, refined fuels and by-products and renewable diesel, all of which are valued at the lower of first-in, first-out (“FIFO”) basis method cost or net realizable value.

Other inventories, including other raw materials, spare parts and supplies, are valued at the lower of moving-average cost, which approximates FIFO, or net realizable value.

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Our Automotive, Food Packaging, Home Fashion and Pharma segments’ inventories are stated at the lower of cost or net realizable value.

Cost is determined by using the first-in, first-out basis method (“FIFO”), except for our Automotive and Pharma segment, which also utilizes weighted-average cost.

Our Automotive segment also determines cost using the last-in, first-out method for certain of its subsidiaries.

Inventory recorded using the last-in, first-out method was $ 246 million and $ 264 million as of December 31, 2022 and 2021, respectively, all of which relates to finished goods.

Cost is determined by using the FIFO method, except for our Automotive segment which uses the last-in, first out (“LIFO”) method and the Pharma segment which utilizes weighted-average cost.

Inventory recorded using the LIFO method was $ 228 million and $ 246 million as of December 31, 2023 and 2022, respectively, all of which relates to finished goods.

The cost of manufactured goods includes the cost of direct materials, labor and manufacturing overhead.

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Depreciation and amortization are computed principally by the straight-line method for financial reporting purposes.

During the second quarter of 2023, a significant tenant of a commercial high-rise property, within our Real Estate segment, was notified of default for non-payment.

The tenant was unable to cure the default status and the lease was terminated.

We considered this default, along with other facts and circumstances, a triggering event for potential impairment and we assessed the carrying value of this long-lived asset for recoverability using the undiscounted cash flow method during the second quarter of 2023.

We determined the total undiscounted cash flows of the property exceeded its carrying value and therefore, no impairment is required.

Land and construction in progress are stated at the lower of cost or net realizable value.

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Our Energy segment’s turnaround expenditures are deferred for its petroleum business and expensed as incurred for its nitrogen fertilizer business.

Turnarounds generally occur every four to five years for our Energy segment’s refineries and every two to three years for its nitrogen fertilizer plants.

Turnarounds generally occur every four to five years for our Energy segment’s refineries and generally every three years for its nitrogen fertilizer plants.

Deferred turnaround costs, net of accumulated amortization, are included in other assets in the consolidated financial statements.

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Goodwill is determined as the excess of the fair value of consideration transferred in a business combination over the net amounts of identifiable assets acquired and liabilities assumed.

Goodwill is reviewed for impairment annually, or more frequently if impairment indicators exist.

Goodwill is reviewed for impairment annually, or

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

more frequently if impairment indicators exist.

An impairment exists when a reporting unit’s carrying value exceeds its fair value.

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If necessary, a quantitative impairment test is performed.

When a quantitative impairment test is performed, a reporting units’ fair value is based on valuation techniques using the best available information, primarily discounted cash flows projections, guideline transaction multiples, and multiples of current and future earnings.

The impairment charge, if any,

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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 flow projections, guideline transaction multiples, and multiples of current and future earnings.

The impairment charge, if any, is the excess of the tested reporting unit’s carrying value over its fair value, limited to the total amount of goodwill allocated to the tested reporting unit.

Indefinite-Lived Intangible Assets

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The fair values of these assets are based upon the prospective stream of hypothetical after-tax royalty cost savings discounted at rates that reflect the rates of return appropriate for these intangible assets.

The impairment charge, if any, is the excess of the assets’ carrying value over its fair value.

In the fourth quarter of 2023, our Automotive segment recognized an impairment charge of $ 7 million, representing the excess of the assets’ carrying value over their fair value.

Pension and Other Post-Retirement Benefit Plan Obligations

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Additionally, in acquisitions of common control companies accounted for at historical cost similar to a pooling of interests, the general partner’s capital account would be charged (or credited) in a manner similar to a distribution (or contribution) for the excess (or deficit) of the fair value of consideration paid over historical basis in the business acquired.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Capital Accounts, as defined under the Partnership Agreement, are maintained for our general partner and our limited partners.

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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.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Generally, net earnings for U.S.

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The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged.

If an uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is greater than 50 percent likely to be recognized upon ultimate settlement with the taxing authority is recorded.

See Note 14, “Income Taxes,” for additional information.

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

If an uncertain tax position meets the “more-likely-than-not” threshold, the

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

largest amount of tax benefit that is greater than 50 percent likely to be recognized upon ultimate settlement with the taxing authority is recorded.

See Note 16, “Income Taxes,” for additional information.

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 Automotive segment and Real Estate segment.

Refer to Note 12, “Leases,” for additional information regarding our operating leases.

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

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Due to the nature of our business, we derive revenue from various sources in various industries.

With the exception of all of our Investment segment’s and our Holding Company’s revenues, and our Real Estate segment’s leasing revenue, our revenue is generally derived from contracts with customers in accordance with U.S.

Such revenue from contracts with customers are included in net sales and other revenues from operations in the consolidated statements of operations;

however, our Real Estate segment’s leasing revenue, as disclosed in Note 10, “Leases,” is also included in other revenues from operations.

Related contract assets are included in accounts receivable, net or other assets and related contract liabilities are included in accrued expenses and other liabilities in the consolidated balance sheets.

Our disaggregation of revenue information includes our net sales and other revenues from operations for each of our reporting segments as well as additional disaggregation of revenue information for our Energy and Automotive segments.

See Note 13, “Segment and Geographic Reporting,” for our complete disaggregation of revenue information.

With the exception of all of our Investment segment’s and our Holding Company’s revenues, and our Real Estate and Automotive segments’ leasing revenue, our revenue is generally derived from contracts with customers in accordance with U.S.

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Such revenue from contracts with customers is included in net sales and other revenues from operations in the consolidated statements of operations;

however, our Real Estate and Automotive segments’ leasing revenue, as disclosed in Note 12, “Leases,” is also included in other revenues from operations.

See Note 15, “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 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.

This generally takes place as product passes into the pipeline, as a product transfer order occurs within a pipeline system, or as product enters equipment or locations supplied or designated by the customer.

For our Energy segment’s nitrogen fertilizer products sold, revenues are recorded at the point in time at which the customer obtains control of the product, which is generally upon delivery and acceptance by the customer.

Nitrogen fertilizer products are sold on a wholesale basis under a contract or by purchase order.

Excise and other taxes collected from customers and remitted to governmental authorities by our Energy segment are not included in reported revenues.

The petroleum business’ contracts with its customers state the terms of the sale, including the description, quantity, and price of each product sold.

Depending on the product sold, and the type of contract, payments from customers are generally due in full within 30 days of product delivery or invoice date.

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

Our Energy segment determined that it does not need to estimate the variable consideration because the uncertainty related to the consideration is resolved on the pricing date or the date when the product is delivered.

The nitrogen fertilizer business has an immaterial amount of variable consideration for contracts with an original duration of less than a year.

A small portion of the nitrogen fertilizer partnership’s revenue includes contracts extending beyond one year and contain variable pricing in which the majority of the variability is attributed to the market-based pricing.

The nitrogen fertilizer business’ contracts do not contain a significant financing component.

Our Energy segment generally provides no warranty other than the implicit promise that goods delivered are free of liens and encumbrances and meet the agreed upon specifications.

In addition, product returns are very rare and are accounted for as they occur;

however, contracts do include provisions which state that the petroleum business will except returns of off-spec product, refund the customer, provide on-spec product, and pay for damages to any customer equipment which resulted from off-spec product.

Typically, if a customer is not satisfied with a product, the price is adjusted downward instead of the product being returned or exchanged.

Our Energy segment revenues are generated from contracts with customers and are recognized at a point in time when performance obligations are satisfied by transferring control of the products or services to a customer.

The transfer of control occurs upon shipment or delivery of the product, as the customer accepts the product, has title and significant risks and rewards of ownership of the product, physical possession of the product has been transferred, and we have the right to payment.

The transaction prices of our Energy segment’s contracts are either fixed or based on market indices, and any uncertainty related to the variable consideration when determining the transaction price is resolved on the pricing date or the date when the product is delivered.

The payment terms depend on the product and type of contract, but generally require customers to pay within 30 days or less, and do not contain significant financing components.

Any pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of goods sold.

Non-monetary product exchanges and certain buy/sell transactions which are entered into in the normal course of business are included on a net cost basis in cost of goods sold.

Qualifying excise and other taxes collected from customers and remitted to governmental authorities are recorded as a reduction of the transaction price.

Certain sales contracts of the petroleum business require customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer.

Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring the product to the customer.

An associated receivable is recorded for uncollected prepaid contract amounts.

As of December 31, 2023, our Energy segment had $ 10 million of remaining performance obligations for contracts with an original expected duration of more than one year.

Our Energy segment expects to recognize approximately $ 4 million of these performance obligations as revenue by the end of 2023 and the remaining balance thereafter.

Our Energy segment expects to recognize approximately $ 3 million of these performance obligations as revenue by the end of 2024 , an additional $ 3 million by the end of 2025 , and the remaining balance thereafter.

Contract balances:

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Contracts requiring prepayment are generally short-term in nature and, as discussed above, revenue is recognized at the point in time in which the customer obtains control of the product.

In addition, it includes deferred revenue associated with agreements entered into with third-party investors that has allowed our Energy segment to monetize certain tax credits available under Section 45Q of the Internal Revenue Code (the “45Q Transaction”).

Our Energy segment had deferred revenue of $ 49 million and $ 48 million as of December 31, 2023 and 2022, respectively.

Deferred revenue is included in accrued expense and other liabilities in the consolidated balance sheets.

For the year ended December 31, 2022, 2021 and 2020, our Energy segment recorded revenue of $ 86 million, $ 30 million and $ 27 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective year.

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

For the year ended December 31, 2023, 2022 and 2021, our Energy segment recorded revenue of $ 47

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

million, $ 86 million and $ 30 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective year.

Our Automotive segment recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

Our Automotive segment revenue from retail and commercial parts sales is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties.

Automotive Service revenues are recognized on completion of the service and consist of products and the labor charged for installing products or maintaining or repairing vehicles.

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Revenues from extended warranties are recognized over the term of the warranty contract with the satisfaction of its performance obligations measured using the output method.

Our Automotive segment recognizes revenues from franchise royalties, for which it receives payment over time, in the period in which royalties are earned, generally based on a percentage of franchise sales and are included in other revenues from operations in the consolidated statements of operations.

Contract balances:

Our Automotive segment has deferred revenue with respect to extended warranty plans of $ 44 million and $ 42 million as of December 31, 2022 and 2021, respectively, which are included in accrued expenses and other liabilities in our consolidated balance sheets.

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.

Our Automotive segment had deferred revenue with respect to extended warranty plans of $ 45 million and $ 44 million as of December 31, 2023 and 2022, respectively, which are included in accrued expenses and other liabilities in our consolidated balance sheets.

For the years ended December 31, 2023, 2022 and 2021, our Automotive segment recorded deferred revenue of $ 22 million, $ 25 million and $ 24 million, respectively, outstanding as of the beginning of each respective year.

Food Packaging

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Consideration fees are not deemed sufficiently separable from the customers’ purchase of the products and therefore, such fees are recorded as a reduction of revenue at the time of revenue recognition.

Our Pharma segment, as the principal party in a supply arrangement, recognizes supply revenue on a gross basis.

Our Pharma segment also recognizes license and royalty revenue, which are not significant.

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

Our Pharma segment, as the principal party in a supply arrangement,

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

brokering of scrap metals and from services performed.

recognizes supply revenue on a gross basis.

Our Pharma segment also recognizes license and royalty revenue, which are not significant.

Our Metals segment’s primary source of revenue was from the sale of processed ferrous scrap metal, non-ferrous scrap metals, steel pipe and steel plate.

PSC Metals also generated revenues from sales of secondary plate and pipe, the brokering of scrap metals and from services performed.

All sales were recognized when title passes to the customer.

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Revenue from real estate sales and related costs are recognized at the time of closing primarily by specific identification.

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 properties comprising our net lease portfolio are 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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Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.

Foreign Currency Translation

Exchange adjustments related to international currency transactions and translation adjustments for international subsidiaries whose functional currency is the U.S.

dollar (principally those located in highly inflationary economies) are reflected in the consolidated statements of operations.

Translation adjustments of international subsidiaries for which the local currency is the functional currency are reflected in the consolidated balance sheets as a component of accumulated

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other comprehensive income.

Foreign Currency Translation

Exchange adjustments related to international currency transactions and translation adjustments for international subsidiaries whose functional currency is the U.S.

dollar (principally those located in highly inflationary economies) are reflected in the consolidated statements of operations.

Translation adjustments of international subsidiaries for which the local currency is the functional currency are reflected in the consolidated balance sheets as a component of accumulated other comprehensive income.

Deferred taxes are not provided on translation adjustments, other than for intercompany loans not designated as permanently reinvested, as the earnings of the subsidiaries are considered to be permanently reinvested.

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

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.

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.

Exposure to this credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings and, therefore, we believe these deposits bear minimal credit risk.

Adoption of New Accounting Standards

In September 2022, the Statement of Financial Accounting Standards (“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 the 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 rollforward 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.

We early adopted provisions of this ASU effective January 1, 2023, and implemented the disclosure requirements related to the rollforward obligations in the fourth quarter of 2023.

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

By June 30, 2023, banks will no longer be required to report information that is used to determine London Interbank Offered Rate (“LIBOR”) which is used globally by all types of entities for various types of transactions.

Banks are no longer required to report information that is used to determine London Interbank Offered Rate (“LIBOR”) which is used globally by all types of entities for various types of transactions.

As a result, LIBOR could be discontinued, as well as other interest rates used globally.

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

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows.

This standard is

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

effective for the Company beginning January 1, 2025 with early adoption permitted.

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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , which includes requirements for more robust disclosures of significant segment expenses and measures of a segment’s profit and loss used in assessing performance.

This standard is effective for the Company’s annual period beginning January 1, 2024 and interim periods beginning January 1, 2025 with early adoptions permitted.

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

Subsidiary Bankruptcy and Deconsolidation

On January 31, 2023, Auto Plus, an Aftermarket Parts distributor held within our Automotive segment, 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.

On May 2, 2023, the Bankruptcy Court approved a global settlement in the Chapter 11 Cases between Auto Plus, its non-Auto Plus affiliates, and the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases (the “Committee”) that provides for a guaranteed recovery to unsecured creditors, the payment of all administrative and priority claims in the Chapter 11 Cases, and the resolution of all disputes between Auto Plus, its non-Auto Plus affiliates, and the Committee.

On May 19, 2023, the Bankruptcy Court approved five sales of Auto Plus’ assets to five different bidders pursuant to Section 363 of the Bankruptcy Code, comprising a significant majority of Auto Plus’ total assets (the “363 Sales”).

AEP PLC was the buyer for one of the 363 Sales, pursuant to a credit bid of $ 10 million for a portion of its senior secured debtor-in-possession loan to Auto Plus.

The last of the 363 Sales closed on June 12, 2023.

The proceeds of the 363 Sales have been and will continue to be used to satisfy obligations to Auto Plus’ creditors.

On June 16, 2023, the Bankruptcy Court entered an order approving Auto Plus’ Third Amended Combined Disclosure Statement and Joint Plan of Liquidation (the “Bankruptcy Plan”).

The effective date of the Bankruptcy Plan occurred on October 6, 2023.

The Bankruptcy Plan provides for the orderly liquidation of Auto Plus and distribution of its assets.

As a result of the filing of the Chapter 11 Cases, the Company determined that it no longer controls Auto Plus under the criteria set out in FASB ASC Topic 810, “Consolidation” and deconsolidated its investment effective January 31, 2023.

In order to deconsolidate Auto Plus, we removed the carrying values of the assets and liabilities of Auto Plus as of January 31, 2023 and recorded our investment in Auto Plus at $ 0 resulting in a non-cash charge of $ 246 million during the year ended December 31, 2023.

Related Party Transactions

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The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates.

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Investment Funds

During the year ended December 31, 2020, Mr.

Icahn and his affiliates (excluding us and Brett Icahn) contributed $ 1,241 million to the Investment Funds consisting primarily of in-kind investments previously held directly by Mr.

Icahn and his affiliates (excluding us).

As of December 31, 2023 and 2022, 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 $ 4.9 billion and $ 5.0 billion, respectively, representing approximately 54 % of the Investment Funds’ assets under management as of each respective date.

Icahn and his affiliates (excluding us and Brett Icahn) was approximately $ 2.1 billion and $ 4.9 billion, respectively, representing approximately 39 % and 54 % of the Investment Funds’ assets under management as of each respective date.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $ 2.0 billion and $ 0 from the Investment Funds for the years ended December 31, 2023 and 2022, respectively.

In addition, in December 2023, the Investment Funds issued a pro-rata distribution, including $ 158 million to Mr.

Icahn and his affiliates (excluding us and Brett Icahn).

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).

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For the years ended December 31, 2023, 2022 and 2021, $ 18 million, $ 18 million and $ 15 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement.

Auto Plus and AEP PLC

As discussed in Note 3.

“Subsidiary Bankruptcy and Deconsolidation,” Auto Plus was deconsolidated as of January 31, 2023.

Subsequent to January 31, 2023, Auto Plus had certain transactions with entities within our Automotive and Real Estate segments.

Agreements and transactions include (i) lease agreements between Auto Plus and entities in the Automotive segment in which Auto Plus is the lessee, (ii) lease agreements between Auto Plus and entities in the Automotive segment in which Auto Plus is the lessor, (iii) auto parts purchases by entities in the Automotive segment from Auto Plus, (iv) auto parts sales from entities within the Automotive segment to Auto Plus, and (v) lease agreements between entities in the Real Estate segment and Auto Plus in which Auto Plus is the lessee.

For the eleven months from the date of deconsolidation of January 31, 2023 through December 31, 2023, the total lease revenues of entities within the Automotive segment from leases with Auto Plus was $ 3 million.

Total inventory purchases of entities within the Automotive segment from Auto Plus were $ 4 million.

For the eleven months from the date of deconsolidation of January 31, 2023 through December 31, 2023, the total lease revenues of entities within the Real Estate segment from Auto Plus were $ 3 million.

Note Receivable from Auto Plus

In connection with the Auto Plus bankruptcy filing, we entered into a priming, senior secured, super priority debtor-in-possession credit facility with Auto Plus (the “DIP Credit Facility”) on January 31, 2023, under which (i) we agreed to provide new loans in an aggregate amount of up to $ 75 million and (ii) subject to final approval of the DIP Credit Facility by the Bankruptcy Court, all the loans under our pre-petition credit facility with Auto Plus would be rolled-up and converted into loans under the DIP Credit Facility.

On February 6, 2023, we loaned $ 17 million in cash pursuant to the DIP Credit Facility.

On May 2, 2023, we converted and rolled up our related party note receivable with our existing loans under the DIP Credit Facility.

We collected cash for the repayment of the note receivable of $ 48 million as of December 31, 2023.

We estimated our cash to be collected for the repayment of the note receivable to be $ 11 million at December 31, 2023, resulting in a write-off of $ 127 million during the year ended December 31, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection with the Auto Plus auction, AEP PLC acquired $ 10 million of assets mostly comprised of Aftermarket Parts inventory during the year ended December 31, 2023.

The transaction was considered an asset acquisition, as the group of assets acquired by AEP PLC does not meet the definition of a business defined in FASB ASC Topic 805.

The results of AEP PLC are consolidated within our Automotive segment at December 31, 2023 and were not material.

Other Related Party Agreements

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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 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.

Brett Icahn had net redemptions of $ 17 million and $ 14 million in the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, Brett Icahn had investments in the Investment Funds with a total fair market value of $ 28 million and $ 50 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.

Investments and securities sold, not yet purchased consist of equities, bonds, bank debt and other corporate obligations, all of which are reported at fair value in our consolidated balance sheets.

In addition, our Investment segment has certain derivative transactions which are discussed in Note 7, “Financial Instruments.” The carrying value and detail by security type, including business sector for equity securities, with respect to investments and securities sold, not yet purchased held by our Investment segment consist of the following:

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.

In addition, our Investment segment has certain derivative transactions which are discussed in Note 6, “Financial Instruments.” The carrying value and detail by security type, including business sector for equity securities, with respect to investments and securities sold, not yet purchased held by our Investment segment consist of the following:

(in millions)

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Communications

Consumer, non-cyclical

Securities sold, not yet purchased, at fair value:

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Debt securities:

ICAHN ENTERPRISES L.P.

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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.

The portion of unrealized (losses) and gains that relates to securities still held by our Investment segment, primarily equity securities, was $( 302 ) million, $( 1,544 ) million and $ 1,153 million for the years ended December 31, 2023, 2022 and 2021, 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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Conversely, there is a presumption that for investments in which we have less than 20% of the voting interests of the investee that we do not have the ability to exercise significant influence.

However, such presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is present, such as when we have representation on the board of directors of such investee.

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such presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is present, such as when we have representation on the board of directors of such investee.

After considering specific facts and circumstances, including the collective ownership in entities by the Investment Funds and affiliates of Mr.

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Gains (Losses)

Recognized in Income

Recognized in Other loss, net

Year Ended December 31,

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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.

Prior to the sale of its investment in Hertz, the Investment Funds owned approximately 38.9 % of the outstanding common stock of Hertz.

In addition, in August 2020, the Investment Funds sold a portion of their investment in Herbalife Nutrition Ltd.

(“Herbalife”) pursuant to Herbalife’s “modified Dutch auction” tender offer to purchase its common shares, and as a result, the Investment Funds ceased to have an ability to exercise significant influence over the operating and financial policies of Herbalife.

Prior to this transaction, the Investment Funds owned approximately 23.8 % of the outstanding common stock of Herbalife.

Due to the nature of our Investment segment’s operations, the sales of Hertz and Herbalife are deemed to be in the ordinary course of business.

The following 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.

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During the third quarter of 2023, the Investment Funds sold their entire investment in Xerox.

Prior to the sale of its investment in Xerox, the Investment Funds owned approximately 22.0 % of the outstanding common stock of Xerox.

Due to the nature of our Investment segment’s operations, the sale of Xerox is deemed to be in the ordinary course of business.

The following tables contain summarized financial information with respect to our investment in Xerox during the period (or partial periods) in which we possessed the ability to exercise significant influence over the operating and financial policies of the investee.

(in millions)

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Year Ended December 31,

(in millions)

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Cost of goods sold/Other expenses from operations

Net income (loss)

Net income (loss) attributable to investee shareholders

Net loss attributable to investee shareholders

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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

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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 with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

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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.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

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Other liabilities

+ 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:

Refer to Note 20, “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, 2023 and 2022.

There were no changes in investments measured at fair value on a recurring basis for which we use Level 3 inputs during the years ended December 31, 2023 and 2022.

A ssets Measured at Fair Value on a Non-Recurring Basis for Which We Use Level 3 Inputs to Determine Fair Value

CVR Partners performed a non-recurring fair value measurement of the equity interest received as part of the 45Q Transaction.

Such valuation used a combination of the market approach and the discounted cash flow methodology with key inputs including the discount rate, contractual and expected future cash flows, and market multiples.

CVR Partners determined the estimated fair value of the consideration received to be $ 46 million at December 31, 2023.

Holding Company

The estimated fair value of the Company’s note receivable from Auto Plus was measured at January 31, 2023 using the income approach with Level 3 inputs by discounting the forecasted cash inflows associated with the note using an estimated market discount rate.

The Company measured the fair value of the related party note using the practical expedient for a collateral-dependent loan in accordance with ASC Topic 326 to determine the allowance based on the fair value of collateral less costs to sell.

The collateral for the note primarily consists of cash and accounts receivable.

The Company estimated the fair value of the accounts receivable by using an average from a range of expected cash collection projections.

We determined the estimated fair value to be $ 11 million at December 31, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

(in millions)

Balance at January 1

Transfer in from Level 2

Net gains recognized in income

Transfer out of Level 3

Balance at December 31

Financial Instruments

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In the ordinary course of business, the Investment Funds may also be subject to a concentration of credit risk to a particular counterparty.

The Investment Funds seek to mitigate these risks by actively monitoring exposures, collateral requirements and the creditworthiness of its counterparties.

The Investment Funds seek to mitigate these risks by actively monitoring exposures, collateral requirements and the creditworthiness of their counterparties.

The Investment Funds have entered into various types of swap contracts with other counterparties.

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In addition, pursuant to the terms of such agreements, they are entitled to receive or obligated to pay other amounts, including interest, dividends and other distributions made in respect of the underlying shares, debt and other instruments during the specified time frame.

They are also required to pay to the counterparty a floating interest rate equal to the product of the notional amount multiplied by an agreed-upon rate, and they receive interest on any cash collateral that they post to the counterparty at the federal funds or LIBOR rate in effect for such period.

The Investment Funds may trade futures contracts.

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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

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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 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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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.

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The Investment Funds may also purchase and write option contracts.

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Commodity contracts

(1) Gains (losses) recognized on derivatives are classified in net gain (loss) from investment activities in our consolidated statements of operations for our Investment segment.

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

(1) Gains (losses) recognized on derivatives are classified in net (loss) gain from investment activities in our consolidated statements of operations for our Investment segment.

CVR Energy’s businesses are subject to fluctuations of commodity prices caused by supply and economic conditions, weather, interest rates, and other factors.

To manage price risk on crude oil and other inventories and to fix margins on future sales and purchases, CVR Energy from time to time enters into various commodity derivative transactions and holds derivative instruments, such as futures and swaps, 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 its feedstocks, expected future gasoline and diesel production and/or renewable identification numbers (“RINs”).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Inventories consists of the following:

As of December 31, 2023, CVR Energy had swap positions for crack spreads of 11 million barrels of refined products, and none outstanding as of December 31, 2022.

As of December 31, 2023, CVR Energy had no future contracts, and future contracts of less than 1 million barrels at December 31, 2022.

As of December 31, 2023 and 2022, CVR Energy had forward contracts of less than 1 million barrels at each period.

As of December 31, 2023 and 2022, CVR Energy had open fixed-price commitments to sell a net 11 million and purchase a net 34 million RINs, respectively.

The following table presents the fair value of our Energy segment’s derivatives and the effect of the collateral netting:

Derivative Assets

Derivative Liabilities

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

(in millions)

Commodity contracts

Netting across contract types (1)

(1) Excludes netting of derivatives primarily related to initial margin requirements of $ 13 million and $ 7 million at December 31, 2023 and 2022, respectively, which was not offset against derivatives liabilities, net in the consolidated balance sheets.

Certain derivative instruments within our Energy segment contain credit risk-related contingent provisions associated with our Energy segments’ credit ratings.

If our Energy segments’ credit rating were to be downgraded, it would allow the counterparty to require our Energy segment to post collateral or to request, immediate, full settlement of derivative instruments in liability positions.

There were no derivative liabilities in our Energy segments’ derivative instruments with credit-risk-related contingent features as of December 31, 2023 and 2022, and no collateral has been posted.

Gains and (losses) recognized on derivatives for our Energy segment were $ 5 million, $( 55 ) million and $( 44 ) million for the years ended December 31, 2023, 2022 and 2021, respectively.

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

Related Party Notes Receivable, Net

Related party notes receivable and its related allowance for expected credit losses consists of the following:

December 31, 2023

Related party notes receivable, gross

Allowance for expected credit losses

Related party notes receivable, net

Allowance for expected credit losses:

Beginning Balance

Credit loss provision

Ending Balance

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Write-offs associated with related party notes receivable were $ 127 million for the year ended December 31, 2023.

See Note 8, “Related Party Notes Receivable, Net” for additional information related to the fair value of the related party notes receivable.

Inventories, Net

Inventories, net consists of the following:

(in millions)

Raw materials

1 unchanged sentence

Finished goods

During the fourth quarter of 2022, 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 $ 33 million, which is included in cost of goods sold in the consolidated statements of operations for the year ended December 31, 2022.

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.

Due to the deconsolidation of Auto Plus, inventories decreased $ 440 million from December 31, 2022.

Property, Plant and Equipment, Net

56 unchanged sentences

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 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.

At such time, our Automotive segment had $ 250 million of goodwill, all of which was allocated to its Service reporting unit.

Based on the interim impairment analysis, we determined that the fair value of our Automotive segment’s Service reporting unit was significantly in excess of its carrying value and therefore, no impairment is required.

For our Automotive segment’s annual impairment test for 2020, our Automotive segment considered qualitative factors to determine that goodwill at its Service reporting unit did not require further testing for impairment.

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.

During 2023, our Automotive segment performed a quantitative impairment analysis at its reporting unit and determined that the fair value was higher than the carrying value and therefore, no impairment was required.

During 2022, our Automotive segment considered qualitative factors to determine that goodwill at its reporting unit did not require further testing for impairment.

Impairment of Intangible Assets

In conjunction with our goodwill impairment test, we also performed a trademarks and brand names impairment analysis in accordance with FASB ASC 350, Intangibles-Goodwill and other , as of December 31, 2023.

Our impairment analyses compare the fair values of these assets to the related carrying values, and impairment charges are recorded for any excess of carrying values over fair values.

The inputs used to determine the fair values of tradenames and trademarks are (i) the projected revenue growth, (ii) the royalty rate, (iii) the discount rate, and (iv) the tax rate.

Following this analysis, our Automotive segment recognized a $ 7 million impairment charge in the fourth quarter of 2023, resulting from a decrease in projected revenue growth.

ICAHN ENTERPRISES L.P.

7 unchanged sentences

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Right-of-use assets and related liabilities are recorded on the balance sheet for leases with an initial lease term in excess of twelve months and therefore, do not include any lease arrangements with initial lease terms of twelve months or less.

Right-of-use assets and related liabilities are included in other assets and other liabilities, respectively, on the consolidated balance sheet for leases with an initial lease term in excess of twelve months and therefore, do not include any lease arrangements with initial lease terms of twelve months or less.

Right-of-use assets and lease liabilities are as follows:

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Our Automotive segment accounted for $ 143 million, $ 163 million and $ 163 million of total lease cost for the years ended December 31, 2023, 2022 and 2021, 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.

Lessor Arrangements

Our Automotive segment leases available and excess real estate in certain locations under long-term operating leases.

Our Automotive segment’s revenues from operating leases were $ 56 million, $ 45 million and $ 10 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Our Automotive segment’s expenses from operating leases were $ 99 million, $ 46 million and $ 10 million for the years ended December 31, 2023, 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 Automotive segment’s anticipated future receipts of minimum operating lease payments are $ 37 million for 2024, $ 36 million for each of 2025, 2026 , 2027 , and 2028 and an aggregate of $ 103 million for 2029 and thereafter.

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

As of December 31, 2022 and 2021, our Real Estate segment has assets leased to others included in property, plant and equipment of $ 252 million and $ 251 million, respectively, net of accumulated depreciation.

As of December 31, 2023 and 2022, our Real Estate segment had assets leased to others included in property, plant and equipment of $ 252 million and $ 252 million, respectively, net of accumulated depreciation.

Our Real Estate segment’s revenue from operating leases were $ 17 million, $ 7 million and $ 8 million for the years ended December 31, 2023, 2022 and 2021, 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 $ 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.

Our Real Estate segment’s anticipated future receipts of minimum operating lease payments are $ 6 million for each of 2024 and 2025, $ 5 million for each of 2026 , 2027, and 2028 and an aggregate of $ 15 million for 2029 and thereafter.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Debt consists of the following:

9 unchanged sentences

Food Packaging

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Holding Company

Our Holding Company debt consists of various issues of fixed-rate senior unsecured notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp.

(the “Issuers”) and guaranteed by Icahn Enterprises Holdings (the “Guarantor”).

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

In 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.

(together the “Issuers”) and guaranteed by Icahn Enterprises Holdings (the “Guarantor”).

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

In November and December of 2023, we repurchased in the open market approximately $ 35 million aggregate principal amount of our 4.750 % senior unsecured notes due 2024, which the Company then cancelled and reduced the outstanding principal, $ 12 million aggregate principal amount of our 6.25 % senior unsecured notes due 2026, $ 5 million aggregate principal amount of our 5.25 % senior unsecured notes due 2027, and $ 40 million aggregate principal amount of our 4.375 % senior unsecured notes due 2029 for total cash paid of $ 84 million for a total aggregate principal amount of $ 92 million.

The remaining repurchased notes of $ 57 million aggregate principal were extinguished but were not retired and are held in treasury.

In December 2023, the Issuers issued $ 700 million in aggregate principal amount of 9.750 % senior unsecured notes due 2029.

The net proceeds from such issuance, together with $ 376 million of cash and cash equivalents on hand, was used to satisfy and discharge the remaining outstanding 4.750 % senior unsecured notes due 2024, along with any accrued interest associated with the notes and related fees and expenses.

In February 2022, we redeemed all of our $ 500 million in 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 during the year ended December 31, 2022.

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.

In April 2021, the Issuers issued $ 455 million in aggregate principal amount of 4.750 % senior unsecured notes due 2024 and $ 250 million in aggregate principal amount of 5.250 % senior unsecured notes due 2027.

The proceeds from these notes were used to redeem $ 750 million in aggregate 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 5.250 % senior unsecured notes due 2027.

The proceeds from these issuances, together with cash on hand, were used to redeem in full our prior outstanding $ 1.1 billion principal amount of the 6.250 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.

In January 2020, the Issuers issued $ 600 million in aggregate principal amount of additional 5.250 % senior unsecured notes due 2027.

The proceeds from this issuance were used to redeem the remaining $ 455 million principal amount of the 6.250 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.

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.

Icahn Enterprises recorded a gain on extinguishment of debt of $ 13 million in 2023, a loss on extinguishment of debt of $ 2 million in 2022 and a gain on extinguishment of debt of $ 3 million in 2021 in connection with the debt transactions discussed above.

Each of our senior unsecured notes and the related guarantees are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness.

All of our senior unsecured notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness.

All of our senior unsecured notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.

Each of our senior unsecured notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness.

Each of our senior unsecured notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.

The indentures governing each of our senior unsecured notes:

restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior unsecured notes;

restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indenture, with certain exceptions;

restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions;

require that on each quarterly determination date, Icahn Enterprises and the guarantor of each of the senior unsecured notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein;

and restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates.

Additionally, 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.

Additionally, the 6.375 % senior unsecured notes due 2025, the 6.250 % senior unsecured notes due 2026 and the 9.750 % 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 respective indentures.

Although we have no obligation to do so, we may continue, from time-to-time, to retire our outstanding debt through privately negotiated transactions, open market repurchases, redemptions or otherwise.

As of December 31, 2023 and 2022, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.

1 unchanged sentence

however, we are permitted to issue new notes in connection with debt refinancings of existing notes.

Reporting Segments

Our Energy segment’s debt primarily consists of (i) $ 600 million in aggregate principal amount of 5.25 % senior unsecured notes due 2025, $ 400 million in aggregate principal amount of 5.75 % senior unsecured notes due 2028 and $ 600 million in aggregate principal amount of 8.50 % senior unsecured notes due 2029 (each issued by CVR Energy), and (ii) $ 550 million in aggregate principal amount of 6.125 % senior secured notes due 2028 (issued by CVR Partners).

Interest for each of these notes is accrued and paid based on contractual terms.

In December 2023, CVR Energy issued $ 600 million in aggregate principal amount of 8.50 % senior unsecured notes due 2029.

The proceeds from the issuance of these notes were used to fund the redemption in full of CVR Energy’s existing $ 600 million in aggregate principal amount of 5.25 % senior unsecured notes due 2025, at par in February 2024.

As a result of this transaction, CVR Energy will recognize a $ 1 million loss on extinguishment of debt in the first quarter of 2024.

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $ 550 million in aggregate principal amount of 6.125 % senior secured notes due 2028 (issued by CVR Partners).

Interest for each of these notes are accrued and paid based on contractual terms.

The $ 550 million in aggregate principal amount of 6.125 % senior secured notes due 2028 were issued by CVR Partners in June 2021.

Proceeds from these notes were used to fund a partial redemption of its existing 9.25 % senior secured notes due 2023.

During 2021, an additional $ 30 million of CVR Partners’ existing 9.25 % senior secured notes due 2023 were redeemed and in February 2022, the remaining $ 65 million was redeemed.

The $ 600 million in aggregate principal amount of 5.25 % senior secured notes due 2025 and $ 400 million in aggregate principal amount of 5.75 % senior secured notes due 2028 were issued by CVR Energy in January 2020.

A portion of the net proceeds from the issuance of these notes were used to fund the redemption of CVR Energy’s existing $ 500 million senior secured notes due 2022 (issued by CVR Refining).

The remaining net proceeds were used for CVR Energy’s general corporate purposes.

In connection with these transactions, our Energy segment recorded a loss on extinguishment of debt of $ 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.

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.

In April 2022, in connection with the CVR Energy 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 September 2023, CVR Energy and certain of its subsidiaries (the “Credit Parties”) entered into Amendment No.

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

The CVR Energy 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.

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

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

As of December 31, 2023 and 2022, total availability under the CVR Energy ABL and CVR Partners variable rate asset based revolving credit facilities aggregated $ 288 million and $ 287 million, respectively.

CVR Energy ABL also had $ 26 million and $ 23 million of letters of credit outstanding as of December 31, 2023 and 2022, respectively.

Food Packaging

Viskase’s debt primarily consists of a credit agreement providing for a $ 150 million term loan and a $ 30 million revolving credit facility issued in October 2020 and maturing in 2023.

The proceeds from the term loan, plus cash received from Viskase’s equity private placement in October 2020, as discussed in Note 1, “Description of Business,” were used to repay in full Viskase’s existing term loan.

Interest for this note is accrued and paid based on contractual terms.

Viskase’s debt primarily consists of a credit agreement providing for a $ 133 million term loan and a $ 30 million revolving credit facility issued in October 2020 that was repaid in full in 2023.

The interest rate on Viskase’s term loans were 7.40 % and 6.80 % as of December 31, 2023 and 2022, respectively.

3 unchanged sentences

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the consolidated statements of operations were $ 4 million, $ 5 million and $ 5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Maturities

17 unchanged sentences

Basic and diluted weighted average LP units outstanding

(1) Excludes an immaterial amount of unvested RSU awards during the years ended December 31, 2023, 2022 and 2021, due to their anti-dilutive impact.

GP Allocation

7 unchanged sentences

The following table summarizes the changes in our outstanding depositary units during each of the years ended December 31, 2023, 2022 and 2021.

December 31, 2019

Unit distributions

At-the-market offerings

Sale to Brett Icahn

Affiliates (1)

December 31, 2021

7 unchanged sentences

December 31, 2023

(1) Excluding us and Brett Icahn

Unit Distributions

2 unchanged sentences

If a holder did not make a timely election, it was automatically deemed to have elected to receive the distributions in additional depositary units.

During the year ended December 31, 2023, we declared four quarterly distributions aggregating $ 6.00 per share.

In connection with these distributions, we distributed an aggregate of 72,060,733 depositary units to unitholders who did not elect to receive cash, of which an aggregate of 67,882,278 depositary units were distributed to Mr.

Icahn and his affiliates.

The aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $ 301 million, of which $ 70 million was distributed to Mr.

Icahn and his affiliates, for the year ended December 31, 2023.

During the year ended December 31, 2022, we declared four quarterly distributions aggregating $ 8.00 per share.

In connection with these distributions, we distributed an aggregate of 45,520,325 depositary units to unitholders who did not elect to receive cash, of which an aggregate of 42,950,364 depositary units were distributed to Mr.

Icahn and his affiliates.

The aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $ 222 million, of which $ 0 was distributed to Mr.

Icahn and his affiliates, for the year ended December 31, 2022.

At-The-Market-Offerings

In May 2019, Icahn Enterprises entered into a new Open Market Sale Agreement, pursuant to which Icahn Enterprises was able to sell its depositary units, from time to time, for up to $ 400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering.

In May 2019, Icahn Enterprises entered into an Open Market Sale Agreement for the sale of its depositary units, from time to time, for up to $ 400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering.

This agreement has been subsequently terminated and superseded by subsequent agreements with substantially the same terms.

During the year ended December 31, 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

During the years ended December 31, 2022, 2021 and 2020, we distributed depositary units, net of payroll withholdings, with respect to certain restricted depositary units and deferred unit awards that vested during the respective periods in connection with the Icahn Enterprises L.P.

2017 Long Term Incentive Plan (the “2017 Incentive Plan”).

The aggregate impact of the 2017 Incentive Plan is not material with respect to our consolidated financial statements, including the calculation of potentially dilutive units and diluted income per LP unit.

During the year ended December 31, 2023, Icahn Enterprises sold 3,395,353 depositary units pursuant to its current agreement, resulting in gross proceeds of $ 175 million.

As of December 31, 2023, we continue to have an Open Market Sale Agreement and Icahn Enterprises may sell its depositary units for up to an additional $ 149 million in aggregate gross sale proceeds pursuant to this agreement.

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Repurchase Authorization

On May 9, 2023, the Board of Directors of the General Partner approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $ 500 million worth of any of our outstanding fixed-rate senior unsecured notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp.

and up to an aggregate of $ 500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”).

The repurchases of senior notes or depositary units may be done for cash from time to time in the open market, through tender offers or in privately negotiated transactions upon such terms and at such prices as management may determine.

The authorization of the Repurchase Program is for an indefinite term and does not expire until later terminated by the Board of Directors of Icahn Enterprises GP.

As of December 31, 2023, the Company has not repurchased any of the Company’s depositary units and the Company has repurchased $ 92 million worth of senior notes in aggregate under the Repurchase Program.

2017 Incentive Plan

During the years ended December 31, 2023, 2022 and 2021, we distributed depositary units, to Brett Icahn net of payroll withholdings, with respect to certain restricted depositary units and deferred unit awards that vested during the respective periods in connection with the Icahn Enterprises L.P.

2017 Long Term Incentive Plan (the “2017 Incentive Plan”).

The aggregate impact of the units distributed pursuant to the 2017 Incentive Plan is not material with respect to our consolidated financial statements, including the calculation of potentially dilutive units and diluted income per LP unit.

Segment and Geographic Reporting

7 unchanged sentences

Our condensed statements of operations and balance sheets by reporting segment are presented below.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Condensed Statements of Operations

4 unchanged sentences

Other revenues from operations

Net (loss) gain from investment activities

Net loss from investment activities

Interest and dividend income

5 unchanged sentences

Restructuring, net

Credit loss on notes receivable

Loss on deconsolidation

Interest expense

7 unchanged sentences

Depreciation and amortization

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2022

3 unchanged sentences

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

3 unchanged sentences

Interest expense

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

Income tax benefit (expense)

Net (loss) income from continuing operations

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

Income tax (expense) benefit

Net (loss) income

net (loss) income from continuing operations attributable to non-controlling interests

11 unchanged sentences

Other revenues from operations

Net loss (gain) from investment activities

Net gain (loss) from investment activities

Interest and dividend income

20 unchanged sentences

Nitrogen fertilizer products

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

2 unchanged sentences

Aftermarket Parts sales

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total revenue from customers

Lease revenue outside scope ASC 606

Total Automotive net sales and other revenues from operations

Condensed Balance Sheets

4 unchanged sentences

Accounts receivable, net

Related party note receivable

Property, plant and equipment, net

7 unchanged sentences

Total liabilities and equity

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

54 unchanged sentences

Non-controlling interest

Credits and incentives

Uncertain tax positions

Deconsolidation

Tax gain not on books

Tax rate changes

8 unchanged sentences

Deferred tax assets:

Property, plant and equipment

Contingent liabilities

Net operating loss

10 unchanged sentences

We recorded deferred tax assets and deferred tax liabilities of $ 184 million and $ 399 million, respectively, as of December 31, 2023 and $ 109 million and $ 339 million, respectively, as of December 31, 2022.

Deferred tax assets are included in other assets in our consolidated balance sheets.

We analyze all positive and negative evidence to consider whether it is more likely than not that all of the deferred tax assets will be realized.

4 unchanged sentences

For the year ended December 31, 2023, the valuation allowance on deferred tax assets decreased by $ 6 million.

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.

On July 15, 2021, we contributed the stock of Vivus, Inc.

to American Entertainment Properties Corp (“AEPC”), a wholly owned subsidiary, in a tax-free transaction.

Immediately after the contribution, Vivus, Inc.

converted into an LLC and became a disregarded entity of AEPC.

The decrease was primarily attributable to utilization of capital loss carryforwards and changes in net operating loss carryforwards partially offset by increases in other deferred tax assets.

At December 31, 2023, American Entertainment Properties Corp.

(“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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

from 2024 through unlimited carryforward periods.

federal net operating loss carryforwards of approximately $ 3.2 billion with expiration dates from 2024 through unlimited carryforward periods.

Additionally, AEPC and its corporate subsidiaries had foreign net operating loss carryforwards of $ 19 million with an unlimited carryforward period.

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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 % .

As a result of greater than 80% ownership, Viskase became a member of the consolidated federal tax group of AEPC and party to a tax allocation agreement with AEPC.

The tax allocation agreement provides, among other things, that AEPC will pay all consolidated federal income taxes on behalf of the consolidated tax group and Viskase is required to make payments to AEPC in an amount equal to the tax liability, if any, that it would have paid if it were to file a separate company return.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2023, we have not provided taxes on approximately $ 74 million of undistributed earnings in foreign subsidiaries which are deemed to be indefinitely reinvested.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 comprehensive (loss) income before reclassifications, net of tax

Other comprehensive income before reclassifications, net of tax

Reclassifications from accumulated other comprehensive loss to earnings, net of tax

Other comprehensive (loss) income, net of tax

Other comprehensive income, net of tax

Balance, December 31, 2023

Other Loss, Net

Other income, net consists of the following:

Other loss, net consists of the following:

Year Ended December 31,

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Legal settlement loss

Loss on extinguishment of debt, net

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

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

Our consolidated environmental liabilities on an undiscounted basis were $ 19 million and $ 22 million as of December 31, 2023 and 2022, 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.

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.

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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

CVR Energy’s obligated-party subsidiaries are subject to the Renewable Fuel Standard (“RFS”) implemented 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, in an amount equal to the renewable volume obligation (“RVO”) for the applicable compliance year.

CVR Energy’s obligated-party subsidiaries are not able to blend the substantial majority of their transportation fuels and, unless their obligations are waived or exempted by the EPA, must either purchase RINs on the open market or obtain waiver credits for cellulosic biofuels in order to comply with the RFS.

CVR Energy’s obligated-party subsidiaries also purchase RINs generated from its renewable diesel operations.

One of CVR Energy’s obligated-party subsidiaries, Wynnewood Refining Company, LLC (“WRC”), qualifies as a “small refinery” defined under the RFS as a refinery with an average aggregate daily crude oil throughput for a calendar year no greater than 75,000 barrels, which enables WRC to seek small refinery exemptions (“SREs”) under the RFS should it be able to establish it suffered disproportionate economic hardship.

WRC sought and received SREs for the 2017 and 2018 compliance years, which SREs were later denied by the EPA in June 2022 and April 2022, respectively (collectively, the “2022 Denials”), based on a new standard for evaluating SREs announced by the EPA in December 2021 and retroactively applied.

The EPA’s June 2022 denial also denied WRC’s then pending SRE petitions for the 2019, 2020 and 2021 compliance periods based on the same new standard.

In 2022, WRC joined certain other small refiners in bringing suit against the EPA in the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) challenging the 2022 Denials and received from the EPA a stay of enforcement of the RFS for the applicable compliance periods.

WRC and certain other refineries also challenged the July 2023 denial by the EPA of additional SRE petitions based on the new standard, including WRC’s 2022 SRE petition.

The Fifth Circuit granted WRC a stay of enforcement for the 2022 compliance period and held the case in abeyance pending resolution of lawsuits in the Fifth Circuit, the United States Court of Appeals for the Eleventh Circuit and the United States Court of Appeals for the District of Colombia Circuit (the “DC Circuit”) relating to the 2022 Denials (collectively, the “2022 Denials Cases”).

In November 2023, the Fifth Circuit issued an opinion holding that the 2022 Denials were impermissibly retroactive and that the EPA’s interpretation of the SRE provisions of the RFS was contrary to law and arbitrary and capricious as applied to the Fifth Circuit petitioners’ SRE petitions.

The Fifth Circuit vacated the EPA’s denials, including those for WRC for 2017 through 2021, and remanded those SRE petitions to EPA for further consideration consistent with the Fifth Circuit’s ruling.

The EPA has not yet taken action on those SRE petitions since remand.

While WRC’s stay relating to the 2022 compliance year remains in effect until resolution of the 2022 Denials Cases, its stays relating to the preceding compliance periods expired in January 2024.

WRC’s other challenges against the EPA relating to the RFS remain pending, including:

(a) WRC’s challenges to the EPA’s Final Rules issued in June 2022 and June 2023 establishing the 2020-2022 RVOs and 2023-2025 RVOs, respectively;

and (b) WRC’s lawsuit against the EPA currently pending in the DC Circuit related to damages WRC incurred as a result of the EPA’s late grant of its 2018 SRE, which SRE was denied by the EPA in April 2022, which denial was vacated by the Fifth Circuit in November 2023 as noted above.

CVR Energy cannot yet determine at this time the outcomes 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 adverse effect on our Energy business’ financial position, results of operations, or cash flows.

Our Energy segment recognized a benefit of approximately $ 114 million and an expense of approximately $ 435 million for the years ended December 31, 2023 and 2022, respectively, for CVR Energy’s obligated-party subsidiaries’ compliance with the RFS (based on the 2020, 2021, 2022 and 2023 annual RVO for the respective periods, excluding the impacts of any exemptions or waivers to which the obligated-party subsidiaries may be entitled).

These recognized amounts are included in cost of goods sold in the consolidated statements of operations and represent costs to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol, biodiesel, or renewable diesel.

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 CVR Energy’s obligated-party subsidiaries may be entitled), the remaining position is valued using RIN market prices at period end using each specific or closest vintage year.

As of December 31, 2023 and December 31, 2022, CVR Energy’s obligated-party subsidiaries’ RFS position was $ 329 million and $ 692 million, respectively, and is included in accrued expenses and other liabilities in the condensed consolidated balance sheets.

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 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.

Clean Air Act Matter - CVR Energy’s indirect wholly-owned subsidiary, Coffeyville Resource Refining & Marketing, LLC (“CRRM”) and certain of its affiliates settled claims brought in the United States District Court for the District of Kansas (“D.

Kan”) by the United States, on behalf of the EPA, and the State of Kansas, on behalf of the Kansas Department of Health and Environment (“KDHE”) seeking both statutory and stipulated penalties primarily relating to the Coffeyville Refinery’s flares, heaters and related matters.

The terms of the settlement are set forth in a consent decree that was entered by the D.

Kan on January 10, 2024.

The amount of stipulated penalties asserted by EPA and KDHE under a 2012 Consent Decree (the “Stipulated Claims”) was previously deposited by CRRM into a commercial escrow account which were legally restricted for use and included in Prepaid expenses and other current assets on our Consolidated Balance Sheets as of December 31, 2023;

those escrowed funds were released in February 2024 and the settlement was paid.

The settlement did not and is not expected in the future to have a material adverse impact on CVR Energy or the Company’s financial position, results of operations, or cash flows.

45Q Transaction

In January 2023, CVR Partners and certain of its subsidiaries entered into a joint venture and related agreements with unaffiliated third-party investors and others intended to qualify for certain tax credits available under Section 45Q of the Internal Revenue Code.

Under the agreements entered into in connection with the 45Q Transactions, CVR Partners and certain of its subsidiaries are obligated to meet certain minimum quantities of carbon dioxide supply each year during the term of the agreement and could be subject to fees of up to $ 15 million per year, with an overall cap at $ 45 million, should it fail to perform.

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.

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.

Call Option Coverage Case – In January 2021, CVR Energy’s primary and excess insurers (the “Insurers") filed suit for declaratory judgment in the 434th Judicial District Court of Fort Bend County, Texas seeking determination that the Insurers owe no indemnity coverage under policies with coverage limits of $ 50 million for CVR Energy’s December 2022 settlement of the consolidated lawsuits (collectively, the “Call Option Lawsuits”) filed by purported former unitholders of CVR Refining 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 Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner including the Stipulation, Compromise and Release (the “Settlement”), which Settlement was entered into in August 2022 and had no further impact on the Company’s financial position or results of operations beyond the $ 79 million recognized within Other (expense) income, net in the Consolidated Statements of Operations for the year ended December 31, 2022 to reflect the estimated probable loss.

In November 2022, the court granted summary judgment in favor of the Insurers, which the Company has appealed, and which appeal remains pending and in its earliest stages.

Also in January 2021, the Company filed suit against the Insurers 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 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, which complaint was amended in January 2023 to seek recovery from the Insurers of all of the amounts paid in settlement of the Call Option Lawsuits.

While CVR Energy’s potential appeal of the Texas Court’s summary judgment rulings and its Delaware Court lawsuit are not yet concluded, CVR Energy does not expect the outcome of these lawsuits to have a material adverse impact on its financial position, results of operations, or cash flows.

ICAHN ENTERPRISES L.P.

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Starfire Holding Corporation (“Starfire”), which is 99.6 % owned by Mr.

Icahn, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may be imposed on us and our subsidiaries or our assets as a result of being a member of the Icahn controlled group.

The Starfire indemnity provides, among other things, that so long as such contingent liabilities exist and could be imposed on us, Starfire will not make any distributions to its stockholders that would reduce its net worth to below $ 250 million.

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Icahn Enterprises L.P.

was contacted on May 3, 2023 by the U.S.

Attorney’s office for the Southern District of New York and on June 21, 2023 by the staff of the Division of Enforcement of the U.S.

Securities and Exchange Commission (the “SEC”), seeking production of information relating to the Company and certain of its affiliates’ corporate governance, capitalization, securities offerings, disclosure, dividends, valuation, marketing materials, due diligence and other materials.

We are cooperating with these requests and investigations and are providing documents in response to these requests for information.

In addition, two putative securities class action lawsuits have been filed against the Company in the U.S.

District Court for the Southern District of Florida alleging violations of the federal securities laws, Okaro v.

Icahn Enterprises L.P.

23-21773 (S.D.

Fl.), and Levine v.

Icahn Enterprises L.P.

23-22009 (S.D.

These lawsuits have been consolidated and the court appointed a lead plaintiff on November

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A derivative complaint has also been filed in the U.S.

District Court for the Southern District of Florida, naming the Company’s general partner, its directors, and certain current and former officers as defendants, and the Company as a nominal defendant, alleging breaches of fiduciary duties with respect to the Company’s disclosure, Patrick Pickney v.

Icahn Enterprises G.P.

1:23-cv-22932-KMW (S.D.

In addition, an action to compel inspection of our books and records was filed on November 22, 2023 in the Court of Chancery of the State of Delaware, Bruno v.

Icahn Enterprises, L.P.

2023-1170-SEM.

We believe that we maintain a strong compliance program and, while no assurances can be made, and we are still evaluating these matters, we do not currently believe that these inquiries and litigations will have a material impact on our business, financial condition, results of operations or cash flows.

Unconditional Purchase Obligations

Unconditional purchase obligations are primarily within our Energy and Pharma segments.

Our Energy segment’s unconditional purchase obligations relate to commitments for petroleum products storage and transportation, electricity supply agreements, product supply agreements, commitments related to CVR Energy’s biofuel blending obligation and various agreements for gas and gas transportation.

Our Energy segment’s unconditional purchase obligations relate to commitments for transportation of feedstock and product supply agreements related to CVR Energy’s biofuel blending obligation and various agreements for gas and gas transportation.

Our Pharma segment’s unconditional purchase obligations relate to agreements to purchase goods or services from suppliers for the manufacture of its products.

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(in millions)

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.

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.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

Pension Benefits

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Benefits paid

Actuarial gain

Actuarial loss (gain)

Currency translation

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Exchange traded funds

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Cash Flow Information

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Non-cash dividends to non-controlling interests in subsidiary

Partnership contributions receivable

Non-cash Investment segment contributions from non-controlling interests

Non-cash consideration for obtaining a controlling interest in subsidiary

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Subsequent Events

Icahn Enterprises

LP Unit Distribution

On February 26, 2024, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $ 1.00 per depositary unit, which will be paid on or about April 18, 2024 to depositary unitholders of record at the close of business on March 11, 2024.

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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