What changed in this filing

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Item 1A. Risk Factors

2025-02-26 compared with 2024-02-29 · 82 added, 72 removed, 635 unchanged (20% of the section changed)

23 unchanged sentences

Icahn amended and restated his loan agreements in July of 2023 (as amended and restated, the “Loan Agreement”), extending the maturity of certain of the previous loans, amending certain covenants, and providing for a principal payment of $500 million that was made prior to September 1, 2023, quarterly principal payments of $87.5 million beginning in September 2024, and a final principal payment of $2.6 billion at the end of the term.

On July 2, 2024, Mr.

Icahn and his affiliates entered into Amendment No.

1 to the Loan Agreement (“Amendment No.

Among other changes, Amendment No.

1 extended the maturity of the Loan Agreement to July 2027 and correspondingly extended the payment due dates under the Loan Agreement, amended certain covenants, provided for a principal payment of approximately $453 million in connection with the execution of Amendment No.

1, and provided for additional quarterly principal payments of $87.5 million during the additional term of the Loan Agreement.

In addition, Amendment No.

1 provides for the pledging by Mr.

Icahn of (i) depositary units of IEP owned by Mr.

Icahn, (ii) interests owned by Mr.

Icahn in the Investment Funds, and (iii) certain other collateral unrelated to IEP or the Investment Funds.

The terms of the Loan Agreement require that distributions paid upon, or proceeds from sales of, pledged depositary units be used to prepay the loans or be pledged as additional collateral.

Pursuant to the terms of the Loan Agreement, a margin call may only be triggered in the event that the loan-to-value ratio set forth in the Loan Agreement is not maintained.

Unlike the previous loan agreements, for purposes of the loan-to-value ratio set forth in the Loan Agreement, the value of the pledged depositary units will be calculated based upon the Company’s indicative net asset value rather than the market price of the depositary units.

the market price of the depositary units.

Only a significant decline in the Company’s indicative net asset value, or the value of the interests in the Investment Funds, could result in margin calls.

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Icahn may sell depositary units or make withdrawals from the Investment Funds in order to satisfy payment obligations under the Loan Agreements.

Icahn has made withdrawals from the Investment Funds in recent months, and may make additional withdrawals in the future, in order to repay a portion of his loans and for other purposes.

Icahn has made withdrawals from the Investment Funds in recent months, including in connection with the principal payment made in connection with Amendment No.

1 to the Loan Agreements, and may make additional withdrawals in the future, in order to repay a portion of his loans and for other purposes.

In the event Mr.

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The affirmative vote of unitholders holding more than 75% of the total number of all depositary units then outstanding, including depositary units held by Icahn Enterprises GP and its affiliates, is required to remove Icahn Enterprises GP as the general partner of Icahn Enterprises.

Icahn, through affiliates, holds approximately 86% of

Icahn Enterprises’ outstanding depositary units.

Icahn, through affiliates, holds approximately 86% of Icahn Enterprises’ outstanding depositary units.

If sales of depositary units held by Mr.

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In order not to become an investment company required to register under the Investment Company Act, we monitor the value of our investments and structure transactions with an eye toward the Investment Company Act.

As a result, we

may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns.

As a result, we may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns.

We may become taxable as a corporation if we are no longer treated as a partnership for U.S.

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However, there can be no assurance that such structuring will be effective in all events to avoid the receipt of more than 10% of non-qualifying income.

The Board of Directors of our General Partner has approved the repurchase by the Company of up to $500 million of our outstanding senior notes, and if such debt is repurchased at a discount, we may recognize cancellation of indebtedness (“COD”) income, which, in some circumstances, may not be considered “qualifying” income.

We have repurchased certain of our outstanding senior notes, and the board of directors has approved the repurchase by the Company of up to an additional $500 million of our outstanding senior notes, and if such debt is repurchased at a discount, we may recognize cancellation of indebtedness (“COD”) income, which, in some circumstances, may not be considered “qualifying” income.

If less than 90% of our gross income constitutes “qualifying” income, we may be subject to corporate tax on our net income plus possible state taxes.

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Countries may implement the OECD Pillar Two model rules as issued, in a modified form or not at all.

A number of countries have passed legislation enacting certain parts of the OECD’s Pillar Two framework effective as of January 1, 2024.

A number of countries have passed legislation enacting certain parts of the OECD’s Pillar Two framework effective as of January 1, 2024 and additional countries have enacted the framework effective as of January 1, 2025.

OECD Pillar Two could have a material impact on our effective tax rate and result in higher cash tax liabilities depending on which countries enact minimum tax legislation and in what manner.

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Accordingly, our current unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such unitholders did not own units during the tax year under audit.

In particular, as a publicly traded partnership, our Partnership Representative (as defined below) may, in certain instances, request that any “imputed underpayment” resulting from an

audit be adjusted by amounts of certain of our passive losses.

In particular, as a publicly traded partnership, our Partnership Representative (as defined below) may, in certain instances, request that any “imputed underpayment” resulting from an audit be adjusted by amounts of certain of our passive losses.

If we successfully make such a request, we would have to reduce suspended passive loss carryovers in a manner which is binding on the partners.

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Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase and ACF Industries LLC (“ACF”).

All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2023.

If the plans were voluntarily terminated, they would be underfunded by an aggregate of approximately $34 million as of December 31, 2023.

All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income

Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2024.

If the plans were voluntarily terminated, the Viskase plan would be underfunded by approximately $21 million as of December 31, 2024.

These results are based on the most recent information provided by the plans’ actuaries.

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In addition, other entities now or in the future within the controlled group in which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plans.

The current underfunded status of the pension plans of Viskase and ACF requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the Viskase or ACF controlled group, or if we make certain extraordinary dividends or stock redemptions.

The current underfunded status of the pension plans of Viskase requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the Viskase controlled group, or if we make certain extraordinary dividends or stock redemptions.

The obligation to report could cause us to seek to delay or reconsider the occurrence of such reportable events.

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We are a limited partnership and ‘‘controlled company’’ pursuant to Rule 5615(c) of the Nasdaq listing rules.

As such we have elected, and intend to continue to elect, not to comply with certain corporate governance requirements of

the Nasdaq listing rules, including the requirements that a majority of the board of directors consist of independent directors and that independent directors determine the compensation of executive officers and the selection of nominees to the board of directors.

As such we have elected, and intend to continue to elect, not to comply with certain corporate governance requirements of the Nasdaq listing rules, including the requirements that a majority of the board of directors consist of independent directors and that independent directors determine the compensation of executive officers and the selection of nominees to the board of directors.

We do not maintain a compensation or nominating committee and do not have a majority of independent directors.

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As it is in the short seller’s best interests for the price of the securities to decline, many short sellers (sometime known as “disclosed shorts”) publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects to create negative market momentum.

Although traditionally these disclosed shorts were limited in their ability to access mainstream business media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and publication by weblog have allowed many disclosed shorts to publicly attack a company’s credibility, strategy and veracity by means of so-called “research reports” that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts.

“research reports” that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts.

These short attacks have, in the past, led to selling of securities in the market.

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As further described below, as a result of the short seller report, we have become the subject of suits and government inquiries prompted by the allegations made by the short seller, and future short seller reports could prompt additional lawsuits or investigations.

Since the publication of the short seller report in May of 2023, we have received two, and may receive additional, putative securities class action lawsuits.

The two putative securities class action lawsuits were filed in the U.S.

District Court for the Southern District of Florida, 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 20, 2023.

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, Patrick Pickney v.

Icahn Enterprises G.P.

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

In addition, we have received demands for inspection of our books and records from plaintiffs purporting to be record holders of our depositary units.

One of these purposed unitholders filed an action to compel inspection of our books and records on November 22, 2023 in the Court of Chancery of the State of Delaware, Bruno v.

Icahn Enterprises, L.P.

2023-1170-SEM.

We have also received requests for information from the staff of the Division of Enforcement of the SEC and the U.S.

After the publication of the short seller report in May of 2023, we received, and may receive additional, putative securities class action lawsuits and a derivative complaint.

While these actions have been dismissed, we may in the future receive additional lawsuits or complaints making similar or related allegations.

We also received requests for information from the staff of the Division of Enforcement of the SEC and the U.S.

Attorney’s office for the Southern District of New York, relating to, among other things, our corporate governance, capitalization, securities offerings, the sufficiency of our disclosure, including with respect to Mr.

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See Item 3 of Part I, “Legal Proceedings,” of this Report.

We can provide no assurance as to the outcome or resolution of any pending or potential legal or administrative actions or investigations, and such actions and investigations may result in administrative orders against us, the imposition of penalties and/or fines against us, damages awards against us, and/or

the imposition of sanctions against certain of the Company's current or former officers, directors and/or employees.

Resolution of these types of matters can be prolonged and costly, and the ultimate results or judgments are uncertain due to the inherent uncertainty in the outcomes of litigation and other proceedings.

However, as we have stated, 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.

Risks Relating to Liquidity and Capital Requirements

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Our current businesses and businesses that we acquire may not generate sufficient cash to service our outstanding indebtedness.

In addition, we may not generate sufficient cash flow from operations or investments and future borrowings may not be available to us in an amount sufficient to enable us to service our outstanding indebtedness or to fund our other liquidity needs.

In addition, we may not generate sufficient cash flow from operations or investments and future borrowings may not be available to us in an

amount sufficient to enable us to service our outstanding indebtedness or to fund our other liquidity needs.

We may need to refinance all or a portion of our outstanding indebtedness on or before maturity.

We cannot assure you that we will be able to refinance any of our outstanding indebtedness on commercially reasonable terms or at all.

Our failure to comply with the covenants contained under any of our debt instruments, including the indentures governing our senior unsecured notes (including our failure to comply as a result of events beyond our control), could result in an event of default that would materially and adversely affect our financial condition.

Our failure to comply with the covenants under any of our debt instruments, including our indentures governing our senior unsecured notes (including our failure to comply as a result of events beyond our control, including the change in the fair value of our investment in the Investment Funds) may trigger a default or event of default under such instruments.

If there were an event of default under one of our debt instruments, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately.

Our notes include a maintenance covenant that requires us to maintain a specified ratio of unencumbered assets compared to our total outstanding principal amount of unsecured indebtedness.

Upon the closing of our secured debt offering in November of 2024, which was secured by substantially all of our assets directly owned by us and Icahn Enterprises Holdings, subject to customary exceptions, we granted a lien in favor of our existing noteholders.

Accordingly, all of our notes are now secured and, as a result, will be excluded from the calculation of the ratio test under these maintenance covenants, and we no longer have a material amount of unsecured indebtedness.

As a result, we and our subsidiaries will have substantially more capacity under these maintenance covenants to incur additional unsecured indebtedness (but subject to the other covenants in the indentures governing our senior notes that restrict our ability and that of the guarantor of the notes, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness).

Our failure to comply with the covenants contained under any of our debt instruments, including the indentures governing our senior notes (including our failure to comply as a result of events beyond our control), could result in an event of default or a foreclosure upon the collateral securing the notes that would materially and adversely affect our financial condition.

Our failure to comply with the covenants under any of our debt instruments, including our indentures governing our senior notes (including our failure to comply as a result of events beyond our control, including the change in the fair value of our investment in the Investment Funds) may trigger a default or event of default under such instruments, and the collateral agent for the noteholders may proceed against the collateral securing the notes.

Our notes issued in November of 2024 are secured by substantially all of our assets directly owned by us and Icahn Enterprises Holdings, subject to customary exceptions, and we have granted a security interest to the collateral to the holders of our other existing senior notes.

If there were an event of default under one of our debt instruments, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately, or the collateral agent may seek to foreclose against the collateral securing the notes.

In addition, any event of default or declaration of acceleration under one debt instrument could result in an event of default and declaration of acceleration under one or more of our other debt instruments.

It is possible that, if the defaulted debt is accelerated, our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments and we cannot assure you that we would be able to refinance or restructure the payments on those debt securities.

We may not have sufficient funds necessary to finance a change of control offer that may be required by the indentures governing our senior notes.

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While we made cash distributions to Icahn Enterprises’ unitholders in each of the four quarters of 2024, the payment of future distributions will be determined by the board of directors of Icahn Enterprises GP, our general partner, quarterly, based on a review of a number of factors, including those described below and other factors that it deems relevant at the time that declaration of a distribution is considered.

For our quarterly distribution declared on February 26, 2024, we have continued to provide an option for unitholders to receive a distribution in either depositary units or cash;

however, similar to the quarterly distributions declared on August 4, 2023 and November 1, 2023, for this distribution, unitholders will receive a distribution of $1.00 per unit payable in depositary units and/or cash at the election of the unitholder.

Our ability to pay distributions will depend on numerous factors, including the availability of adequate cash flow from operations;

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● lack of success of the Investment Funds’ activist strategies;

● increased tariffs or other impacts on global trade;

● inflationary conditions;

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Our Investment segment’s revenue depends on the investments made by the Investment Funds.

There are numerous and significant risks associated with these investments, certain of which are described in this risk factor and in other risk factors set forth herein.

There are numerous and significant risks associated with these investments, certain of which are described in this risk factor and in other risk factors set forth herein and in our other filings with the SEC.

Certain investment positions held by the Investment Funds may be illiquid.

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These investments and trading restrictions could prevent the Investment Funds from liquidating unfavorable positions promptly and subject the Investment Funds to substantial losses.

At any given time, the Investment Funds’ assets may become highly concentrated within a particular company, industry, asset category, trading style or financial or economic market.

At any given time, the Investment Funds’ assets may become highly concentrated within a particular company, industry, asset category, trading style or financial or economic market, and the level of concentration can be increased through the use of swaps or other derivative instruments.

In that event, the Investment Funds’ investment portfolio will be more susceptible to fluctuations in value resulting from adverse events, developments or economic conditions affecting the performance of that particular company, industry, asset category, trading style or economic market than a less concentrated portfolio would be.

As a result, the Investment Funds’ investment portfolio’s aggregate returns may be volatile and may be affected substantially by the performance of only one or a few holdings.

As of December 31, 2023, our top five holdings in the Investment Funds had a market value of approximately $1.9 billion, which represented approximately 35% of our assets under management for the Investment Segment.

Typically, our top holdings in the Investment Funds represent a significant percentage of our assets under management for the Investment Segment.

Therefore, a significant decline in the fair market values of our larger positions may have a material adverse impact on our consolidated financial position, results of operations or cash flows and the trading price of our depositary units.

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The prices of financial instruments in which the Investment Funds may invest can be highly volatile.

Price movements of forward and other derivative contracts in which the Investment Funds’ assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies.

Price movements of forward and other derivative contracts in which the Investment Funds’ assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, tariffs, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies.

Pursuant to the terms of our swap and other derivative agreements, certain events, including a voluntary or involuntary bankruptcy filing involving the company issuing the securities referenced by such agreements or a delisting of such referenced securities, could give our derivative counterparties termination rights that would result in the closing of our swap positions and the realization of any and all losses, even if the referenced securities are not extinguished and thereafter appreciate in value.

The Investment Funds are subject to the risk of failure of any of the exchanges on which their positions trade or of their clearinghouses.

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The Investment Funds may also leverage their investment return with options, short sales, swaps, forwards and other derivative instruments.

The amount of borrowings that the Investment Funds may have outstanding at any time may be substantial in relation to their capital.

The amount of borrowings that the

Investment Funds may have outstanding at any time may be substantial in relation to their capital.

While leverage may present opportunities for increasing the Investment Funds’ total return, leverage may increase losses as well.

Accordingly, any event that adversely affects the value of an investment by the Investment Funds would be magnified to the extent such fund is leveraged.

Accordingly, any event that adversely affects the value of an investment by the Investment Funds would be magnified to the extent such fund is leveraged, and the value of derivatives or other instruments used to provide leverage may not always be correlated to the value of the reference equity security, which could lead to increased losses in circumstances when the value of the reference security remains higher than that of the derivative.

The cumulative effect of the use of leverage by the Investment Funds in a market that moves adversely to the Investment Funds’ investments could result in a substantial loss to the Investment Funds that would be greater than if the Investment Funds were not leveraged.

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While the Investment Funds will attempt to negotiate the terms of these financing arrangements with such brokers and dealers, its ability to do so will be limited.

Investment Funds are therefore subject to changes in the value that the broker-dealer ascribes to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or such broker-dealer’s willingness to continue to provide any such credit to the Investment Funds.

The Investment Funds are therefore subject to changes in the value that the broker-dealer ascribes to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or such broker-dealer’s willingness to continue to provide any such credit to the Investment Funds.

Because the Investment Funds currently have no alternative credit facility which could be used to finance its portfolio in the absence of financing from broker-dealers, it could be forced to liquidate its portfolio on short notice to meet its financing obligations.

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or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets.

presidential administration has different regulatory priorities than the prior

administration, which could lead to changes to the regulations impacting our business or the enforcement priorities of the agencies charged with enforcing those regulations.

Such changes may limit the scope of investment activities that may be undertaken by the Investment Funds’ managers.

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The Investment Funds may be subject to losses if a security lender demands return of the borrowed securities and an alternative lending source cannot be found or if the Investment Funds are otherwise unable to borrow securities that are necessary to hedge its positions.

There can be no assurance that the Investment

Funds will be able to maintain the ability to borrow securities sold short.

There can be no assurance that the Investment Funds will be able to maintain the ability to borrow securities sold short.

There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market.

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The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of exchange-based markets.

This exposes the Investment Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Investment Fund to suffer a loss.

Fund to suffer a loss.

Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Investment Funds have concentrated their transactions with a single or small group of their counterparties.

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These initiatives may impact our operating subsidiaries, particularly those within our Energy segment.

Changes in regulation and regulatory actions may increase our compliance costs and may require changes to how our operating subsidiaries conduct their businesses.

Changes in regulation and regulatory actions, or the enforcement priorities of the government authorities charged with enforcing those regulations, may increase our compliance costs and may require changes to how our operating subsidiaries conduct their businesses.

Any regulatory changes could have a significant negative impact on our financial condition, results of operations or cash flows.

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Our operating subsidiaries may also be subject to liability for hazards for which they cannot be insured, which could exceed policy limits or against which they may elect not to be insured due to high premium costs.

Examples of such risks include but are not limited to industrial accidents, environmental hazards, power outages, equipment failures, structural failures, flooding, unusual or unexpected geological conditions and severe weather conditions, among others.

Examples of such risks include but are not limited to industrial accidents,

environmental hazards, power outages, equipment failures, structural failures, flooding, unusual or unexpected geological conditions and severe weather conditions, among others.

Such risks have become even more heightened in recent years as a result of the effects of climate change.

These events may damage or destroy properties, production facilities, transport facilities and equipment, as well as lead to personal injury or death, environmental damage, including resource damage, waste from intermediary products or resources, production or transportation delays and monetary losses or legal liability.

These events may damage or destroy properties, production facilities, transport facilities and equipment, as well as lead to personal injury or death, environmental damage, including natural resource damage, waste from intermediary products or resources, production or transportation delays and monetary losses or legal liability.

Such damages are not limited to our operations or our employees and could significantly impact the surrounding areas.

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In addition, new environmental laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement of laws and regulations or other developments could require our businesses to make additional unforeseen expenditures.

The SEC has proposed new rules regarding climate change that, if adopted, would require significant new disclosure obligations regarding greenhouse gas (“GHG”) emissions (including carbon dioxide, methane, and nitrous oxides) and would require us to update and develop our controls to accommodate these new obligations.

It is unclear what impact the federal administration will have on the environmental laws and regulations applicable to us;

however, measures to address climate change and reduce GHGs could affect our operations by requiring increased operating and capital costs, limiting GHG emissions and/or increasing taxes on GHG emissions.

Measures to address climate change and reduce greenhouse gas (“GHGs”) could affect our operations by requiring increased operating and capital costs, limiting GHG emissions and/or increasing taxes on GHG emissions.

In addition, on the state level, California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, starting in 2026.

There is also increased regulatory interest in per- and polyfluoroalkyl substances

There is also increased regulatory interest in per- and polyfluoroalkyl substances (“PFAS”).

On August 26, 2022, the U.S.

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Non-compliance or incomplete documentation of our subsidiaries’ compliance status may result in the imposition of fines, penalties and injunctive relief.

Additionally, there may be times when certain of our subsidiaries are unable to meet the standards and terms and conditions of our environmental permits, licenses and approvals due to operational upsets or malfunctions, which may lead to the imposition of fines and penalties or operating restrictions that may have a material adverse effect on their ability to operate their facilities and accordingly on our consolidated financial position, results of operations or cash flows.

restrictions that may have a material adverse effect on their ability to operate their facilities and accordingly on our consolidated financial position, results of operations or cash flows.

Refer to Note 19, “Commitments and Contingencies,” to the consolidated financial statements for additional discussion of environmental matters affecting our businesses.

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The price of RINs became extremely volatile when the EPA’s proposed renewable fuel volume mandates approached and exceeded the “blend wall.” The blend wall refers to the point at which the amount of ethanol blended into the transportation fuel supply exceeds the demand for transportation fuel containing such levels of ethanol.

The blend wall is generally considered to be reached when more than 10% ethanol by volume (“E10 gasoline”) is blended into transportation fuel.

The blend wall is generally considered to be reached when more than 10% ethanol by volume (“E10”) is blended into gasoline transportation fuel.

The petroleum business cannot predict the future prices of RINs.

The price of RINs has been extremely volatile in the past.

The cost of RINs is dependent upon a variety of factors, which include the availability of RINs for purchase, the price at which RINs can be purchased, transportation fuel production levels, the mix of the petroleum business’ petroleum products, as well as the fuel blending performed at the refineries and downstream terminals, all of which can vary significantly from period to period.

petroleum products, as well as the fuel blending performed at the refineries and downstream terminals, all of which can vary significantly from period to period.

However, the costs to obtain the necessary number of RINs and waiver credits fluctuates and could be material, if the price for RINs and waiver credits increases.

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Such events have had and continue to have a negative impact on the results of operations and balance sheet of our Automotive segment.

If we are unable to implement these initiatives efficiently and effectively, or if these initiatives are unsuccessful, our consolidated financial condition, results of operations and cash flows could be adversely affected.

If we are unable to implement these initiatives efficiently and

effectively, or if these initiatives are unsuccessful, our consolidated financial condition, results of operations and cash flows could be adversely affected.

Certain of our subsidiaries have operations in foreign countries which expose them to risks related to economic and political conditions, currency fluctuations, import/export restrictions, regulatory and other risks.

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● currency exchange rate fluctuations (including, but not limited to, material exchange rate fluctuations, such as devaluations) and currency controls;

● increased tariffs or changes in tariff policies, or changes to trade agreements;

● export and import restrictions;

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The likelihood of such occurrences and their potential effect on our businesses are unpredictable and vary from country-to-country.

As a result of changes to U.S.

trade policy, there may be changes to existing trade agreements, the imposition of new tariffs and greater restrictions on trade generally.

A protracted and wide-ranging trade conflict between the United States and its trading partners, including China, Canada and Mexico, or the imposition of tariffs or other trade protection measures, could adversely affect global economic growth.

Certain of our businesses’ operating entities report their financial condition and results of operations in currencies other than the U.S.

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Recruiting and retaining qualified personnel is important to all of our operations.

Although we have adequate personnel for the current business environment, unpredictable increases in demand for goods and services may exacerbate the risk of not having sufficient numbers of trained personnel, which could have a negative impact on our consolidated financial condition, results of operations or cash flows.

Although we have adequate personnel for the current business environment, unpredictable increases in demand for goods and services may exacerbate the risk of not having

sufficient numbers of trained personnel, which could have a negative impact on our consolidated financial condition, results of operations or cash flows.

The COVID-19 pandemic had, and any future pandemics may have, a material adverse impact on our and our subsidiaries’ operations and financial performance, as well as on the operations and financial performance of many of the customers and suppliers in our operating segments.

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and “Our Energy segment’s businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.”

The extent to which any future pandemic may negatively impact our business and operations will depend on the severity, location, and duration of the effects and spread of such pandemic and the emergence of new variants, the actions undertaken by national, regional, and local governments and health officials to contain such virus or remedy its effects, and if, how quickly and to what extent economic conditions recover and normal business and operating

conditions resume.

Further, future pandemics may affect our operating and financial results in a manner that is not presently known to us or that we currently do not expect to present significant risks to our operations or financial results.

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Changes in economic conditions could adversely affect our financial condition and results of operations.

A number of economic factors, including, but not limited to, consumer interest rates, consumer confidence and debt levels, retail trends, housing starts, sales of existing homes, the level and availability of mortgage refinancing, and commodity prices, may generally adversely affect our businesses, financial condition and results of operations.

A number of economic factors, including, but not limited to, consumer interest rates, tariffs and global trade policies, consumer confidence and debt levels, retail trends, housing starts, sales of existing homes, the level and availability of mortgage refinancing, and commodity prices, may generally adversely affect our businesses, financial condition and results of operations.

Recessionary economic cycles, higher and protracted unemployment rates, increased fuel and other energy and commodity costs, rising costs of transportation and increased tax rates and general inflationary pressures can have a material adverse impact on our businesses, and may adversely affect demand for sales of our businesses’ products, or the costs of materials and services utilized in their operations, and the performance of our Investment Funds.

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Inflation in the United States increased beginning in the second half of 2021 and continued through the first half of 2023, due to a substantial increase in money supply, a stimulative fiscal policy, a significant rebound in consumer demand as COVID-19 restrictions were relaxed, the Russia-Ukraine conflict, increased conflict in the Middle East, and worldwide supply chain disruptions resulting from the economic contraction caused by COVID-19 and lock downs followed by a rapid recovery.

While the rate of inflation has decreased in recent months, it has continued at higher levels and an increase in inflation as a result of these or other factors could have a negative impact on our consolidated financial condition, results of operations or cash flows.

While the rate of inflation has decreased since that period, it has continued at higher levels and an increase in inflation as a result of these or other factors could have a negative impact on our consolidated financial condition, results of operations or cash flows.

We and our subsidiaries are subject to cybersecurity and other technological risks that could disrupt our information technology systems and adversely affect our financial performance.

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There have been efforts in recent years aimed at the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities, and other groups, to promote the divestment of securities of companies in the energy industry, as well as to pressure lenders and other financial services companies to limit or curtail activities with companies in the energy industry.

As a result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry.

If we and our Energy segment are unable to meet the ESG standards or investment, lending, ratings, or other policies set by these parties, we may lose investors, investors may allocate a portion of their capital away from us, our cost of capital may increase, the price of our securities may be negatively impacted and our reputation may also be negatively affected.

gained momentum, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives, and investors and investor groups changing their ESG priorities.

If we and our Energy segment are unable to meet the ESG standards or investment, lending, ratings, or other policies set by these parties as they continue to fluctuate or change, we may lose investors, investors may allocate a portion of their capital away from us, our cost of capital may increase, the price of our securities may be negatively impacted and our reputation may also be negatively affected.

We or our subsidiaries may pursue acquisitions or other affiliations that involve inherent risks, any of which may cause us not to realize anticipated benefits, and we may have difficulty integrating the operations of any companies that may be acquired, which may adversely affect our operations.

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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 1A. Risk Factors