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Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-29 · 324 added, 294 removed, 1341 unchanged (32% of the section changed)

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Icahn Enterprises L.P.

(a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule included under Item 15(a)(2) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 26, 2025 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Partnership’s management.

Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Partnership’s management.

Our responsibility is to express an opinion on the Partnership’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S.

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Intangible assets, net

Assets held for sale

LIABILITIES AND EQUITY

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Other revenues from operations

Net (loss) gain from investment activities

Net loss from investment activities

Interest and dividend income

Gain (loss) on disposition of assets, net

Other loss, net

(Loss) gain on disposition of assets, net

Other income (loss), net

Cost of goods sold

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Selling, general and administrative

Dividend expense

Restructuring, net

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(Loss) income before income tax benefit (expense)

Income tax (expense) benefit

Income tax benefit (expense)

net (loss) income attributable to non-controlling interests

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Year Ended December 31,

(in millions)

Other comprehensive income, net of tax:

Other comprehensive (loss) income, net of tax:

Translation adjustments

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Investment segment contributions

Investment segment distributions

Dividends and distributions to non-controlling interests in subsidiaries

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Partnership contributions

Investment segment contributions

Investment segment distributions

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Balance, December 31, 2023

Other comprehensive income

Other comprehensive loss

Partnership distributions

Partnership contributions

Investment segment contributions

Investment segment distributions

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

Net loss (gain) from securities transactions

Net loss from securities transactions

Purchases of securities

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Changes in derivative assets and liabilities

(Gain) loss on disposition of assets, net

Loss (gain) on disposition of assets, net

Depreciation and amortization

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Deferred taxes

Inventory write-down

Changes in other operating assets and liabilities:

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Proceeds from sale of investments

Proceeds from sale of equity investment

Proceeds from disposition of businesses and assets

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Dividends and distributions to non-controlling interests in subsidiaries

Proceeds from Holding Company senior unsecured notes

Repayments of Holding Company senior unsecured notes

Proceeds from Holding Company senior notes

Repayments of Holding Company senior notes

Repurchase of senior notes held in treasury

Proceeds from subsidiary borrowings

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Effect of exchange rate changes on 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

Net (decrease) 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

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Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma.

In addition, we operated our Metals segment until sold in December 2021.

We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises (unless otherwise noted), and investment activity and expenses associated with our Holding Company.

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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 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”), along with a 2 % interest in common units of CVR Partners, LP held outside of CVR Energy.

CVR Energy is headquartered in Sugar Land, Texas.

CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing businesses, the renewable fuels businesses as well as in the nitrogen fertilizer manufacturing and distribution 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, diesel, jet fuel and distillates.

The renewables business refines renewable feedstocks, such as soybean oil, corn oil, and other related renewable feedstocks, into renewable diesel, and markets renewable products.

CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate (“UAN”) and ammonia.

CVR Energy holds 100 % of the general partner interest and approximately 37 % of the outstanding common units of CVR Partners as of December 31, 2024.

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.

As of December 31, 2024, we owned approximately 66 % of the total outstanding common stock of CVR Energy and 2 % of the outstanding common units of CVR Partners.

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

We conduct our Automotive segment through various 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”).

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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 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.

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

Basis of Presentation and Summary of Significant Accounting Policies

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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.

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

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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.

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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.

During 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.

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We classify assets and liabilities as held for sale when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition.

We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn.

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and whether actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn.

Our assets held for sale were $ 25 million as of December 31, 2024, all of which relates to certain properties in our Real Estate segment.

In November 2024, we entered into a purchase and sale agreement to sell certain properties, which is expected to close in the first quarter of 2025.

In accordance with U.S.

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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

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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 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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The discount rates used were commensurate with the inherent risks associated with each type of asset and the level and timing of cash flows appropriately reflect market participant assumptions.

The primary items that generate goodwill include the value of the synergies between the acquired company and our existing businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.

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primary items that generate goodwill include the value of the synergies between the acquired company and our existing businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.

Acquisition, Investments and Disposition of Entities under Common Control

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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.

As of December 31, 2023, our cash and cash equivalents balance included $ 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, are not used for the general operating needs of the Investment segment or Icahn Enterprises.

ICAHN ENTERPRISES L.P.

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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.

Our cash held at consolidated affiliated partnerships balance was $ 0.9 billion and $ 1.1 billion as of December 31, 2024 and 2023, respectively.

Our restricted cash balance was $ 1.7 billion and $ 1.9 billion as of December 31, 2024 and 2023, 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.

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Investment transactions of the Investment Funds are recorded on a trade date basis.

Realized gains or losses on sales of investments are based on the first-in, first-out or the specific identification method.

Realized gains or losses on sales of investments are based on the first-in, first-out or

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the specific identification method.

Realized and unrealized gains or losses on investments are recorded in the consolidated statements of operations.

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Due From Brokers.

Due from brokers represents cash balances with the Investment Funds’ clearing brokers.

Due from brokers represents cash balances with the Investment Funds’ clearing brokers, prime brokers, and derivative counterparties.

These funds as well as fully-paid for and marginable securities are essentially restricted to the extent that they serve as collateral against securities sold, not yet purchased.

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

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Other Segments and Holding Company

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

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Fair Value Option for Financial Assets and Financial Liabilities

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The cost of inventories includes inbound freight costs.

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Automotive, Food Packaging, Home Fashion and Pharma

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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.

Inventory recorded using the LIFO method was $ 168 million and $ 228 million as of December 31, 2024 and 2023, respectively, all of which

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relates to finished goods.

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

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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

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more frequently if impairment indicators exist.

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

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

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

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

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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.

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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.

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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.

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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

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 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

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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.

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Financing lease costs consists of interest expense on the financing lease liability as well as amortization of the right-of-use financing lease assets on a straight-line basis over the lease term.

Real Estate and Automotive

Leases are classified as either operating, sales-type or direct financing by the lessor.

Our Real Estate segment’s net lease portfolio consists of commercial real estate leased to others under long-term operating leases and we account for these leases in accordance with FASB ASC Topic 842, Leases .

Our Real Estate and Automotive segments’ net lease portfolio consists of commercial real estate leased to others under long-term operating leases and we account for these leases in accordance with FASB ASC Topic 842, Leases .

These assets leased to others are recorded at cost, net of accumulated depreciation, and are included in property, plant and equipment, net on our consolidated balance sheets.

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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.

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

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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.

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and Automotive segments.

See Note 15, “Segment and Geographic Reporting,” for our complete disaggregation of revenue information.

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

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

For the years ended December 31, 2024, 2023 and 2022, our Energy segment recorded revenue of $ 16 million, $ 46 million and $ 86 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

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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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Our Automotive segment had deferred revenue with respect to extended warranty plans of $ 37 million and $ 45 million as of December 31, 2024 and 2023, 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.

For the years ended December 31, 2024, 2023 and 2022, our Automotive segment recorded revenue of $ 22 million, $ 22 million and $ 25 million, respectively, with respect to deferred revenue 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,

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.

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Revenues from services were recognized as the service is performed.

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

Other Revenue and Expense Recognition

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Shipping Costs:

Our Automotive segment recognizes shipping and handling costs as incurred and is included in selling, general and administrative in the consolidated statements of operations for its commercial and retail parts businesses.

Environmental Liabilities

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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.

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Foreign Currency Translation

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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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Concentrations of credit risk

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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 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 .

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.

This ASU provides companies with optional expedients for contract modifications under U.S.

GAAP, excluded components of certain hedging relationships, fair value hedges, and cash flow hedges, as well as certain exceptions, which are intended to help ease the potential accounting burden associated with transitioning away from these reference rates.

We adopted this ASU effective January 1, 2023.

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

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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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.

We adopted this ASU effective January 1, 2024.

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

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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.

We adopted this ASU effective January 1, 2024.

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

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires disclosure of specific information about costs and expenses within relevant expense captions on the face of the income statement, qualitative descriptions for expense captions not specifically disaggregated quantitatively, and the total amount and definition of selling expenses for interim and annual reporting periods.

This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028 and should be applied on a retrospective or prospective basis, with early adoption permitted.

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

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

While the Company does not expect adoption will have a material impact on our consolidated financial statements, we currently expect additional disclosures will be included for our annual reporting period beginning January 1, 2025.

The Company does not intend to early adopt this ASU.

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Subsidiary Bankruptcy and Deconsolidation

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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.

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 zero resulting in a non-cash charge of $ 246 million during the year ended December 31, 2023.

Related Party Transactions

1 unchanged sentence

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

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investment Funds

1 unchanged sentence

Icahn and his affiliates (excluding us and Brett Icahn) was approximately $ 1.5 billion and $ 2.1 billion, respectively, representing approximately 35 % and 39 % 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).

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $ 250 million and $ 2.0 billion from the Investment Funds for the years ended December 31, 2024 and 2023, respectively.

In addition, the Investment Funds issued a pro-rata distribution in cash of $ 650 million, including $ 256 million to Mr.

Icahn and his affiliates (excluding us and Brett Icahn) and $ 394 million to the Holding Company during the year ended December 31, 2024.

The Investment Funds issued a pro-rata distribution in cash of $ 400 million, including $ 158 million to Mr.

Icahn and his affiliates (excluding us and Brett Icahn) and $ 242 million to the Holding Company during the year ended December 31, 2023.

We pay for expenses pertaining to the operation, administration and investment activities of our Investment segment for the benefit of the Investment Funds (including salaries, benefits and rent).

1 unchanged sentence

For the years ended December 31, 2024, 2023 and 2022, $ 19 million, $ 18 million and $ 18 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Auto Plus and AEP PLC

12 unchanged sentences

We estimated our cash to be collected for the repayment of the note receivable to be $ 11 million at December 31, 2024, resulting in a write-off of $ 127 million during the year ended December 31, 2024.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

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.

1 unchanged sentence

The results of AEP PLC are consolidated within our Automotive segment at December 31, 2024 and were not material.

We are in the process of selling the remaining inventory which was substantially completed at the end of 2024 and which we expect will be fully completed in the first quarter of 2025, removing us from the Aftermarket Parts business.

Other Related Party Agreements

6 unchanged sentences

Brett Icahn will not be entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement.

In accordance with the manager agreement, Brett Icahn will co-invest with the Investment Funds in certain positions, will make cash contributions to the Investment Funds in order to fund such co-investments and will have a special limited partnership interest in the Investment Funds through which the profit and loss attributable to such co-investments will be allocated to him.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Brett Icahn had net redemptions of $ 4 million and $ 17 million in the years ended December 31, 2024 and 2023, respectively.

18 unchanged sentences

Debt securities:

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.

Communications

The portions of unrealized losses that relate to securities still held by our Investment segment, primarily equity securities, were $ 187 million, $ 302 million and $ 1,544 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As discussed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” when certain investments become subject to the equity method of accounting, our Investment segment elects the fair value option to such investment.

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Icahn, as well as their collective representation on each of the boards of directors, we have determined that we had the ability to exercise significant influence over the operating and financial policies of certain investees of our Investment segment.

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 was deemed to be in the ordinary course of business.

Fair Value of

4 unchanged sentences

Xerox Holding Corporation

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)

Total liabilities

Non-controlling interests

Equity attributable to investee shareholders

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

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

Year Ended December 31,

3 unchanged sentences

Net loss attributable to investee shareholders

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Segments and Holding Company

5 unchanged sentences

Other investments measured at fair value

The portion of unrealized losses that relates to equity securities still held by our other segments and our Holding Company was $ 0 million, $ 61 million and $ 61 million for the years ended December 31, 2023, 2022 and 2021, respectively.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were no unrealized gains and (losses) that relate to equity securities still held by our other segments and our Holding Company for the years ended December 31, 2024 and 2023, and unrealized gains of $ 61 million for the year ended December 31, 2022.

During the fourth quarter of 2024, our Energy segment sold an equity method investment for cash consideration of approximately $ 90 million, resulting in a gain of $ 24 million included within Other income, net.

Fair Value Measurements

31 unchanged sentences

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.

CVR Partners determined the estimated fair value of the consideration received to be $ 46 million in the first quarter of 2023.

Holding Company

9 unchanged sentences

In the normal course of business, the Investment Funds may trade various financial instruments and enter into certain investment activities, which may give rise to off-balance-sheet risks, with the objective of capital appreciation or as economic hedges against other securities or the market as a whole.

The Investment Funds’ investments may include futures, options, swaps and securities sold, not yet purchased.

The Investment Funds’ investments may include futures, forwards, options, swaps and securities sold, not yet purchased.

These financial instruments represent future commitments to purchase or sell other financial instruments or to exchange an amount of cash based on the change in an underlying instrument at specific terms at specified future dates.

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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 the overnight bank funding rate in effect for such period.

They are also entitled to receive from or required to pay to the counterparty a floating interest rate equal to the product of the notional amount multiplied by an agreed-upon rate.

They also receive interest on any cash collateral that they post to the counterparty and pay interest on any cash collateral posted by the counterparty at an agreed-upon rate.

The Investment Funds may trade futures contracts.

2 unchanged sentences

When the contract is closed, the Investment Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The Investment Funds may utilize forward contracts to seek to protect their assets denominated in foreign currencies and precious metals holdings from losses due to fluctuations in foreign exchange rates and spot rates.

The Investment Funds may utilize forward contracts in securities, or to seek to protect their assets denominated in foreign currencies and precious metals holdings from losses due to fluctuations in foreign exchange rates and spot rates.

The Investment Funds’ exposure to credit risk associated with non-performance of such forward contracts is limited to the unrealized gains or losses inherent in such contracts, which are recognized in other assets and accrued expenses and other liabilities in our consolidated balance sheets.

24 unchanged sentences

Commodity contracts

(1) The short notional amount on our credit default swap positions was approximately $ 2.5 billion at December 31, 2023.

However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is approximately $ 0.4 billion as of December 31, 2023.

(1) The short notional amount on our credit default swap positions was approximately $ 213 million at December 31, 2024.

However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is approximately $ 55 million as of December 31, 2024.

The short notional amount on our credit default swap positions was approximately $ 2.5 billion as of December 31, 2023.

18 unchanged sentences

(1) Excludes netting of cash collateral received and posted.

The total collateral posted at December 31, 2023 and 2022 was $ 1,731 million and $ 1,436 million, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash in the consolidated balance sheets .

The total collateral posted at December 31, 2024 and 2023 was $ 1.5 billion and $ 1.7 billion, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash in the consolidated balance sheets .

The following table presents the amount of gain (loss) recognized in the consolidated statements of operations for our Investment segment’s derivatives not designated as hedging instruments:

11 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2024 and 2023, CVR Energy had swap positions for crack spreads of less than 1 million barrels and 11 million barrels of refined products, respectively.

As of December 31, 2024 and 2023, CVR Energy had future contracts of less than 1 million barrels and no future contracts, respectively.

As of December 31, 2024 and 2023, 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.

As of December 31, 2024, CVR Energy had open fixed-price commitments to purchase a net 7 million RINs.

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

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

21 unchanged sentences

Allowance for expected credit losses:

Beginning Balance

Beginning Balance as of December 31, 2023

Credit loss provision

Ending Balance

Ending Balance as of December 31, 2024

ICAHN ENTERPRISES L.P.

1 unchanged sentence

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.

There were no write-offs associated with related party notes receivable for the year ended December 31, 2024.Write-offs associated with related party notes receivable were $ 127 million for the year ended December 31, 2023.

See Note 6, “Fair Value Measurements” for additional information related to the fair value of the related party notes receivable.

Inventories, Net

4 unchanged sentences

Finished goods

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.

On October 1, 2024, we performed a qualitative annual goodwill impairment analysis for our Automotive segment, we determined that it was not more likely than not that the fair value of the Service reporting unit was below its carrying amount and therefore, no impairment is required.

During the third quarter of 2024, we experienced declining sales in our Automotive Services business, due to, among other factors, reduced consumer spending on automotive repairs and maintenance and certain operational challenges, resulting in a reduction in expected future cash flows.

This led to a goodwill triggering event during the quarter ended September 30, 2024.

Our goodwill impairment testing concluded that no impairment was required at that time, and we have undertaken operational changes, including changes in management and strategy, that we believe will lead to improvements in the performance of the business and cash flows.

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 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 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.

Our impairment analyses compare the fair values of these assets to the related carrying values, and impairment charges are

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

All Segments and Holding Company

42 unchanged sentences

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 Automotive segment’s anticipated future receipts of minimum operating lease payments are $ 23 million for 2025, $ 22 million for each of 2026, 2027 , 2028 , $ 21 million for 2029 and an aggregate of $ 56 million for 2030 and thereafter .

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

1 unchanged sentence

Our Real Estate segment’s revenue from operating leases were $ 10 million, $ 17 million and $ 7 million for the years ended December 31, 2024, 2023 and 2022, 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 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.

Our Real Estate segment’s anticipated future receipts of minimum operating lease payments are $ 6 million for each of 2025 and 2026 , $ 5 million for 2027 , $ 6 million for each of 2027 and 2028 and an aggregate of $ 14 million for 2030 and thereafter .

ICAHN ENTERPRISES L.P.

4 unchanged sentences

Holding Company:

4.750 % senior unsecured notes due 2024

6.375 % senior unsecured notes due 2025

6.250 % senior unsecured notes due 2026

5.250 % senior unsecured notes due 2027

4.375 % senior unsecured notes due 2029

9.750 % senior unsecured notes due 2029

6.375 % senior notes due 2025

6.250 % senior notes due 2026

5.250 % senior notes due 2027

4.375 % senior notes due 2029

9.750 % senior notes due 2029

10.000 % senior notes due 2029

9.000 % senior notes due 2030

Reporting Segments:

1 unchanged sentence

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.

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

(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 in aggregate principal amount of 6.250 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.

In November 2024, the Issuers issued $ 500 million in aggregate principal amount of secured 10.000 % senior notes due 2029 (the “ 10 % 2029 Notes”).

The net proceeds from the issuance were used to partially redeem $ 500 million of the outstanding 6.250 % senior notes due 2026 on December 16, 2024.

Our 10 % 2029 Notes are secured by substantially all of our assets directly owned by us and Icahn Enterprises Holdings, subject to customary exceptions.

Concurrently with the consummation of this issuance, the Issuers granted a lien in favor of the holders of the Issuers’ 6.250 % senior notes due 2026, 5.250 % senior notes due 2027, 4.375 % senior notes due 2029 and the 9.000 % senior notes due 2030 (collectively, the “Existing Notes”) such that the Existing Notes are secured equally and ratably with the 10 % 2029 Notes upon the issuance thereof.

Accordingly, while we previously designated the Existing Notes as our senior unsecured notes they are now designated as our senior notes.

In August 2024, we commenced an offer to exchange $ 700 million aggregate principal amount of our 9.750 % senior notes due 2029 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for $ 700 million in aggregate principal amount of our issued and outstanding, unregistered 9.750 % senior notes due 2029 and $ 750 million aggregate principal amount of our 9.000 % senior notes due 2030 that have been registered under the Securities Act for $ 750 million aggregate principal amount of our issued and outstanding, unregistered 9.000 % senior notes due 2030.

The offer expired on October 17, 2024.

In May 2024, the Issuers issued $ 750 million in aggregate principal amount of 9.000 % senior notes due 2030.

The net proceeds from the issuance were used to redeem the remaining outstanding 6.375 % senior notes due 2025 in full on June 13, 2024.

ICAHN ENTERPRISES L.P.

1 unchanged sentence

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.

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.

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:

In April 2024, we sold $ 12 million in aggregate principal amount of our 6.250 % senior notes due 2026 and $ 5 million in aggregate principal amount of our 5.250 % senior notes due 2027, both previously repurchased and held in treasury, in the open market.

In August and September of 2024, we repurchased in the open market approximately $ 52 million aggregate principal amount of our 6.250 % senior notes due 2026, $ 73 million aggregate principal amount of our 5.250 % senior notes due 2027 and $ 52 million aggregate principal amount of our 4.375 % senior notes due 2029 for total cash paid of $ 168 million and a total aggregate principal amount of $ 177 million of our senior notes repurchased.

The repurchased notes of $ 177 million aggregate principal were extinguished but were not retired and are held in treasury.

In December 2024, we received $ 21 million as a part of the redemption of our 6.25 % senior notes due 2026 held in treasury.

In November and December of 2023, we repurchased in the open market approximately $ 35 million aggregate principal amount of our 4.750 % senior notes due 2024, which the Company then cancelled and reduced the outstanding principal, $ 12 million aggregate principal amount of our 6.25 % senior notes due 2026, $ 5 million aggregate principal amount of our 5.25 % senior notes due 2027, and $ 40 million aggregate principal amount of our 4.375 % senior 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 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 notes due 2024, along with any accrued interest associated with the notes and related fees and expenses.

Icahn Enterprises recorded a gain on extinguishment of $ 8 million in 2024, a gain on extinguishment of debt of $ 13 million in 2023 and a loss on extinguishment of debt of $ 2 million in 2022 in connection with debt transactions.

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

Each of our senior 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 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 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 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;

require that on each quarterly determination date, Icahn Enterprises and the guarantor of each of the senior 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 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.

Additionally, each of the 5.250 % senior notes due 2027, the 4.375 % senior notes due 2029, the 10.000 % senior notes due 2029 and the 9.000 % senior notes due 2030 are subject to optional redemption premiums in the event we redeem any of the notes prior to six months before maturity.

The 9.750 % senior notes due 2029 are subject to optional redemption premiums in the event we redeem these notes prior to three months before maturity.

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, 2024 and 2023, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.

Additionally, as of December 31, 2023, based on covenants in the indentures governing our senior unsecured notes, we are not permitted to incur additional indebtedness;

Additionally, as of December 31, 2024, based on covenants in the indentures governing our senior notes, we are not permitted to incur additional indebtedness;

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

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

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 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).

Our Energy segment’s debt primarily consists of (i) $ 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), (ii) $ 550 million in aggregate principal amount of 6.125 % senior secured notes due 2028 (issued by CVR Partners), and (iii) $ 325 million senior secured term loan facility.

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

1 unchanged sentence

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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As a result of this transaction, CVR Energy recognized a $ 1 million loss on extinguishment of debt in the year ended December 31, 2024.

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 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 December 2024, CVR Energy and certain of its subsidiaries (the “Term Loan Borrowers”) entered into a senior secured term loan facility in the amount of $ 325 million, which was borrowed in full on the closing date, with net proceeds of $ 318 million.

At the option of the Term Loan Borrowers, the term loan facility uses a variable interest rate based on SOFR plus 4.00 % per year, or an alternate base rate, plus 3.00 %.

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

5 unchanged sentences

As of December 31, 2024 and 2023, total availability under the CVR Energy ABL and CVR Partners variable rate asset based revolving credit facilities aggregated $ 277 million and $ 288 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.

The CVR Energy ABL also had $ 24 million and $ 26 million of letters of credit outstanding as of December 31, 2024 and 2023, respectively.

Food Packaging

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.

Viskase’s debt primarily consists of a credit agreement providing for a $ 134 million term loan and a $ 10 million revolving credit facility.

The interest rate on Viskase’s term loans were 7.49 % and 7.40 % as of December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the total availability under the term loan aggregated $ 25 million and $ 30 million, respectively.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

All of our subsidiaries are currently in compliance with all covenants and restrictions as described in the various executed agreements and contracts with respect to each debt instrument.

These covenants include limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments and affiliate and extraordinary transactions.

On February 14, 2025, Viskase entered into an amendment to its credit agreement providing for, among other things, a waiver of any events of default relating to financial covenants under the credit agreement for the measurement period ended December 31, 2024, and greater flexibility for the measurement of the financial covenants for each of the fiscal quarters in 2025.

Non-Cash Charges to Interest Expense

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the consolidated statements of operations were $ 3 million, $ 4 million and $ 5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Maturities

12 unchanged sentences

Net loss attributable to Icahn Enterprises from continuing operations

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

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

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

18 unchanged sentences

Unit distributions

2017 Incentive Plan

At-the-market offerings

19 unchanged sentences

During the year ended December 31, 2024, Icahn Enterprises sold 5,806,986 depositary units pursuant to its current agreement, resulting in gross proceeds of $ 102 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.

On August 26, 2024, we entered into a new Open Market Sales Agreement providing for sales of depositary units of up to $ 400 million.

As of December 31, 2024, we continue to have effective Open Market Sale Agreements and Icahn Enterprises may sell its depositary units for up to an additional $ 47 million in aggregate gross sale proceeds pursuant to its Open Market Sales Agreement entered into November 21, 2022 and up to $ 400 million in aggregate gross sale proceeds pursuant to its Open Market Sales Agreement entered into August 26, 2024.

ICAHN ENTERPRISES L.P.

2 unchanged sentences

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”).

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 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”), in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness.

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.

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As of December 31, 2024, the Company has not repurchased any of the Company’s depositary units and the Company has repurchased $ 269 million worth of senior notes in aggregate under the Repurchase Program.

On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the reapproved Program, we are authorized to repurchase up to an additional $ 500 million worth of our outstanding fixed-rate senior notes, in addition to the approximately $ 269 million we have already repurchased under the Repurchase Program, and we remain authorized to repurchase up to $ 500 million of our depositary units, in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness.

2017 Incentive Plan

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Therefore, although many of our businesses are operated under separate local management, certain of our businesses are grouped together when they operate within a similar industry, comprising similarities in products, customers, production processes and regulatory environments, and when such businesses, when considered together, may be managed in accordance with one or more investment strategies specific to those businesses.

Among other measures, we assess and measure segment operating results based on net income from continuing operations attributable to Icahn Enterprises.

Certain terms of financings for certain of our businesses impose restrictions on the business’ ability to transfer funds to us, including restrictions on dividends, distributions, loans and other transactions.

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

Our reportable segments reflect the way the Company is managed, and for which separate financial information is available and evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance.

The Chairman of the Board of Directors of our general partner, who is our CODM, reviews financial information for each segment and evaluates the results in relation to our broader business strategies.

Accordingly, segment operating results are assessed based on net income from continuing operations attributable to Icahn Enterprises.

Assets provided to the CODM are consistent with those reported in the condensed consolidated balance sheets, and there are no intra-entity sales or transfers, or significant expense categories regularly reviewed by the CODM beyond those disclosed in the condensed consolidated statements of operations.

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Statements of Operations

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(Loss) gain on disposition of assets, net

Other (loss) gain, net

Other income (loss), net

Cost of goods sold

1 unchanged sentence

Selling, general and administrative

Dividend expense

Restructuring, net

Credit loss on notes receivable

Loss on deconsolidation

Interest expense

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

(Loss) income before income tax (expense) benefit

Income tax (expense) benefit

Net (loss) income

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

Net (loss) income from continuing operations attributable to Icahn Enterprises

net (loss) income attributable to non-controlling interests

Net (loss) income attributable to Icahn Enterprises

Supplemental information:

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Other revenues from operations

Net (loss) gain from investment activities

Net loss from investment activities

Interest and dividend income

(Loss) gain on disposition of assets, net

Other (loss) gain, net

Other income (loss), net

Cost of goods sold

1 unchanged sentence

Selling, general and administrative

Dividend expense

Restructuring, net

Credit loss on notes receivable

Loss on deconsolidation

Interest expense

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

(Loss) income before income tax (expense) benefit

Income tax (expense) benefit

Net (loss) income

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

Net (loss) income from continuing operations attributable to Icahn Enterprises

net (loss) income attributable to non-controlling interests

Net (loss) income attributable to Icahn Enterprises

Supplemental information:

9 unchanged sentences

Other revenues from operations

Net gain (loss) from investment activities

Net (loss) gain from investment activities

Interest and dividend income

4 unchanged sentences

Selling, general and administrative

Dividend expense

Restructuring, net

Interest expense

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

Income tax benefit (expense)

Net (loss) income from continuing operations

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

Net (loss) income from continuing operations attributable to Icahn Enterprises

(Loss) income before income tax benefit (expense)

Income tax (expense) benefit

Net (loss) income

net (loss) income attributable to non-controlling interests

Net (loss) income attributable to Icahn Enterprises

Supplemental information:

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Petroleum products

Renewable products

Nitrogen fertilizer products

33 unchanged sentences

Accounts receivable, net

Related party note receivable

Property, plant and equipment, net

53 unchanged sentences

Tax gain not on books

Tax rate changes

Dividends received

25 unchanged sentences

These allowances will be maintained until it is more likely than not that the deferred tax assets will be realized.

For the year ended December 31, 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 net operating loss carryforwards partially offset by increases in other deferred tax assets.

For the year ended December 31, 2024, the valuation allowance on deferred tax assets increased $ 48 million.

The increase was primarily attributable to increases in capital loss carryforwards and state net operating loss carryforwards.

At December 31, 2024, American Entertainment Properties Corp.

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At December 31, 2024, CVR Energy had state income tax credits of $ 22 million, which are available to reduce future state income taxes.

These credits have an indefinite carryforward period.

These credits, if not used, will begin expiring in 2040.

ICAHN ENTERPRISES L.P.

17 unchanged sentences

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

During the next 12 months, we believe that it is reasonably possible that unrecognized tax benefits may decrease by approximately $ 2 million due to statute expirations.

During the next 12 months, we do not expect any amount of unrecognized tax benefits to be released.

We recognize interest and penalties accrued related to unrecognized tax benefits as a component of income tax expense.

We recorded $ 4 million, $ 6 million and $ 5 million as of December 31, 2023, 2022 and 2021, respectively, in liabilities for tax related net interest and penalties in our consolidated balance sheets.

We recorded less than $ 1 million, $ 4 million and $ 6 million as of December 31, 2024, 2023 and 2022, respectively, in liabilities for tax related net interest and penalties in our consolidated balance sheets.

Income tax expense (benefit) related to interest and penalties were $( 4 ) million, $( 2 ) million and $ 2 million for the years December 31, 2024, 2023 and 2022, respectively.

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(in millions)

Dividend expense

Equity earnings from non-consolidated affiliates

Gain on sale of equity investment

Foreign currency transaction loss

Gain on lease termination

Legal settlement loss

9 unchanged sentences

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.

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 from third parties including its affiliates or obtain waiver credits for cellulosic biofuels in order to comply with the RFS.

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 petition for and receive small refinery exemptions (“SREs”) under the RFS should it be able to establish it suffered disproportionate economic hardship.

CVR Energy’s obligated-party subsidiaries have been parties to numerous lawsuits relating to the RFS, including lawsuits relating to WRC’s SREs for the 2017 through 2024 compliance years, which petitions are in various stages of review by the EPA and/or various courts, primarily including the following:

• Regarding WRC’s petitions for the 2017 to 2021 compliance periods which, together with the SRE petitions from certain other small refineries, had been denied by the EPA in 2022 (the “2022 Denials”), the EPA has yet to act on those petitions after the EPA’s denials were vacated by the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) in November 2023 and remanded back to the EPA on the grounds that the EPA’s denials were impermissibly retroactive and that the EPA’s interpretation was contrary to law and arbitrary and capricious as applied to petitioners’ exemptions.

In May 2024, the EPA and certain biofuels groups sought certiorari before the Supreme Court of the United States (“SCOTUS”) seeking review of whether venue for these challenges to the 2022 Denials lies exclusively in the United States Court of Appeals for the District of Colombia Circuit (the “DC Circuit”), which certiorari was granted in October 2024.

Oral argument is expected sometime in 2025.

• Regarding WRC’s petition for the 2022 compliance period, that petition was denied by the EPA in July 2023 largely on the same grounds as the 2022 Denials and had been stayed by the Fifth Circuit pending issuance of the mandate in case brought by other small refiners in July 2024 in the United States Court of Appeals for the District of Colombia Circuit (the “DC Circuit”) ruled in favor of certain small refineries also challenging the 2022 Denials, holding that the 2022 Denials as applicable to those small refineries was arbitrary and capricious, vacating such denials and remanding such petitions back to the EPA.

The DC Circuit also dismissed a challenge brought by biofuel producers to the EPA’s alternative compliance action, concluding that the petitioners had not established any harm from EPA’s decision and therefore lacked standing to sue.

WRC’s SRE petition for the 2022 compliance period, which was denied by the EPA in July 2023 largely on the same grounds as the 2022 Denials, had been stayed pending issuance of the mandate in the DC Circuit case.

• Regarding WRC’s petition for the 2023 compliance period, the United States District Court for the Southern District of Texas ruled in favor of WRC in its suit seeking a declaration that the Administrator of the EPA violated the CAA by failing to rule on WRC’s petition within 90 days, and issued a ruling that EPA must act on WRC’s petition in January 2025.

In January 2025, the EPA denied WRC’s petition.

In February 2025, WRC filed a petition with the Fifth Circuit seeking stay of WRC’s obligations under the RFS.

In its filings with the Fifth Circuit in February 2025, the EPA reported that it was reviewing its denial and did not oppose WRC’s stay.

• Regarding WRC’s petition for the 2024 compliance period, EPA has not yet ruled on WRC’s petition despite its ninety-day deadline.

WRC served on the EPA a notice of intent to sue EPA for this failure.

Our Energy segment recognized, net of RINS sales, an expense of approximately $ 46 million and a benefit of approximately $ 114 million for the years ended December 31, 2024 and 2023, and an expense of $ 435 million for the

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

year ended December 31, 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).

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

As of December 31, 2024 and December 31, 2023, CVR Energy’s obligated-party subsidiaries’ RFS position was $ 323 million and $ 329 million, respectively, and is included in accrued expenses and other liabilities in the condensed consolidated balance sheets.

45Q Transaction

3 unchanged sentences

We do not believe that such normal routine litigation will have a material effect on our financial condition or results of operations.

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.

Call Option Coverage Case – CVR Energy and certain of its affiliates (the “Call Defendants”) are engaged in two lawsuits relating to 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 including Mr.

Icahn (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 CVR Energy’s financial position or results of operations beyond the amount recognized within Other (expense) income, net in the Consolidated Statements of Operations for the year ended December 31, 2022.

In the Texas declaration judgment commenced by CVR Energy’s primary and excess insurers (the “Insurers”) seeking determination that the Insurers owe no indemnity coverage under policies with coverage limits of $ 50 million, the Call Defendants have appealed the entry of summary judgment by the lower court to the Texas appellate court, which appeal remains pending.

In the Delaware action filed by the Call Defendants against the Insurers seeking recovery of all amounts paid in connection with Settlement, mediation in 2024 was unsuccessful and motion practice remains in process.

While both cases remain pending, CVR Energy does not expect the outcome of these lawsuits to have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

Guaranty Dispute – In connection with mediation conducted in September 2024, Exxon Mobil Corporation (“XOM”) formally demanded, pursuant to a guaranty claimed by XOM to have been issued in its favor in 1993 by a subsidiary of CVR Energy (the “Alleged Guaranty”), that a subsidiary of CVR Energy defend and indemnify it against claims asserted by various property owners in Louisiana alleging contamination from historic well operations relating to oil and gas leases in Louisiana sold by XOM in 1993 (the “LA Leases”).

CVR Energy disputes the validity of the alleged guaranty and has filed suit in the Superior Court of the State of Delaware for declaratory judgment relating thereto,

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

which suit remains pending.

As this matter remains in its early stages, CVR Energy cannot yet determine whether its outcome will have a material adverse impact on CVR Energy’s financial position, results of operations, or cash flows.

While CVR Energy vigorously oppose XOM’s claims, if the Alleged Guaranty is determined to obligate CVR Energy to indemnity XOM for all damages it could incur relating to the LA Leases, it could have a material effect on CVR Energy’s financial position, results of operations, or cash flows.

Other Matters

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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, they would be underfunded by an aggregate of approximately $ 34 million as of December 31, 2023.

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.

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

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

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

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

1 unchanged sentence

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Icahn Enterprises L.P.

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

1 unchanged sentence

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.

On August 19, 2024, the Company and Mr.

Icahn, entered into settlement agreements with the SEC in connection with this inquiry.

In connection with that settlement, the SEC entered an order in an administrative proceeding that contains non-scienter based findings that the Company failed to disclose in its Form 10-Ks for the years 2018, 2019 and 2020 that Mr.

Icahn pledged IEP securities as collateral to secure personal margin loans as required by Item 403(b) of Regulation S-K.

The order relating to Mr.

Icahn contains non-scienter based findings that, while Mr.

Icahn’s prior Schedule 13D filings generally disclosed that he had pledged IEP depositary units as collateral for personal margin loans, subsequent Schedule 13D filings were not amended to describe loan agreements and amendments to loan agreements or to attach guarantees as required by Items 6 and 7 of Schedule 13D.

Without admitting or denying the SEC’s allegations (other than with respect to the SEC’s jurisdiction), under the terms of the settlements, (i) IEP consented to the entry of an order requiring it to pay a civil penalty of $ 1.5 million and to cease and desist from violations and any future violations of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13a-1 thereunder, and (ii) Mr.

Icahn consented to the entry of an order requiring him to pay a civil penalty of $ 500,000 and to cease and desist from committing or causing any violations of Section 13(d)(2) of the Exchange Act and Rule 13d-2(a) thereunder.

With respect to the request from the U.S.

Attorney’s office for the SDNY, the Company produced documents in response to that inquiry and has had no substantive communication with the U.S.

Attorney’s office since the initial inquiry on May 3, 2023.

A derivative complaint was 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.

1 unchanged sentence

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

On December 6, 2024, the derivative complaint was dismissed without prejudice.

In addition, an action to compel inspection of our books and records was filed on November 2, 2023 in the Court of Chancery of the State of Delaware, Bruno v.

1 unchanged sentence

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.

On January 6, 2025, this books and records case was dismissed without prejudice.

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

Unconditional Purchase Obligations

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The minimum required payments for our Energy and Pharma segments’ unconditional purchase obligations are as follows:

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

5 unchanged sentences

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:

6 unchanged sentences

The following table provides disclosures for Viskase’s benefit obligations, plan assets, funded status, and recognition in the consolidated balance sheets.

As pension costs for Viskase are not material to our consolidated financial position and results of operations, we do not provide information regarding their inputs and valuation assumptions.

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.

Pension Benefits

22 unchanged sentences

Exchange traded funds

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Cash Flow Information

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Cash (payments) receipts for income taxes, net

Non-cash dividends to non-controlling interests in subsidiary

Partnership contributions receivable

Non-cash Investment segment contributions from non-controlling interests

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Subsequent Events

Icahn Enterprises

ACF Industries LLC Pension Termination Approva1

On January 31, 2025, the Executive Committee of ACF Industries (“ACF LLC”) approved a resolution to terminate its qualified pension plans, which is frozen and no longer accrues benefits.

As of December 31, 2024, the fair value of this plan's assets exceeded its benefit obligation.

The termination of the plan is effective January 31, 2025, is subject to the appropriate regulatory approvals, and is expected to be completed in fiscal 2025.

The ACF LLC ultimate settlement obligation will depend upon both the nature and timing of participant settlements and prevailing market conditions.

LP Unit Distribution

4 unchanged sentences

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.

Purchases of CVR Energy Shares and CVR Partners’ Units

On January 8, 2025, we completed a tender offer to acquire additional shares of CVR Energy’s common stock, purchasing a total of 878,212 shares, bringing our aggregate percentage ownership to approximately 67 % of CVR Energy’s outstanding shares of common stock.

On December 20, 2024, AEPC, our wholly-owned subsidiary, entered into a Rule 10b5-1 trading plan to purchase up to 320,000 common units of CVR Partners.

The plan will terminate on June 1, 2025 if not earlier terminated by its terms.

On February 21, 2025, AEPC entered into a Rule 10b5-1 trading plan to purchase up to 13,356,539 shares of common stock of CVI .

The plan will terminate on February 21, 2026, if not earlier terminated by its terms.

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