ICAHN ENTERPRISES L.P. 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition. This section should be read in conjunction with our consolidated financial statements and the accompanying notes contained in this Report. Executive Overview Introduction Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987 and headquartered in Sunny Isles Beach, Florida. We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma. 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. References to “we,” “our ,” “us” or “the Company” herein include Icahn Enterprises and its subsidiaries, unless the context otherwise requires. Icahn Enterprises owns a 99% limited partner interest in Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”). Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), which is indirectly owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2024, representing an aggregate 1.99% general partner interest in Icahn Enterprises Holdings and us. Mr. Icahn and his affiliates owned approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2024. Significant Transactions and Developments Debt Repurchase, Issuance and Discharge 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 6.25% senior notes due 2026, $73 million aggregate principal amount of our 5.25% 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 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 part of the redemption of our 6.25% senior notes due 2026 held in treasury. In December 2023, Icahn Enterprises and Icahn Enterprises Finance Corp. issued $700 million in aggregate principal amount of 9.750% senior notes due 2029. The net proceeds, 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. In May 2024, we 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. In November of 2024, we issued $500 million in aggregate principal amount of 10.000% senior secured notes due 2029 (the “10% 2029 Notes”). The net proceeds from the sale of the Notes was approximately $495 million after 35 Table of Contents deducting the initial purchaser’s discounts and commissions and fees and expenses related to the offering, and were used to partially redeem the our 6.250% Senior Notes due 2026 (the “2026 Notes”) on December 16, 2024. The 10% 2029 Notes are secured by substantially all of our assets directly owned by us and Icahn Enterprises Holdings, the guarantor of the 10% 2029 Notes, subject to customary exceptions. Concurrently with the consummation of the offering of the 10% 2029 Notes, we granted a lien in favor of the holders of the our 2026 Notes, 5.250% Senior Notes due 2027, 4.375% Senior Notes due 2029, 9.750% Senior Notes due 2029 and 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, resulting in substantially all of our outstanding debt being secured. Potential Strategic Transactions As previously disclosed, we are considering, with CVR Energy, Inc. (“CVR Energy”), potential strategic transactions available to CVR Energy and its subsidiaries, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by CVR Energy or its subsidiaries, and/or strategic options involving CVR Partners, LP, a controlled subsidiary of CVR Energy (“CVR Partners”). There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing. 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. To the extent we become the owner of 80% or more of the outstanding shares of CVR Energy , this ownership would allow for tax consolidation of CVR Energy within the tax group of American Entertainment Property Corp (“AEPC,” and such tax group, the “AEPC Group”) for U.S. federal income tax purposes. On December 20, 2024, AEPC 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. Viskase Companies, Inc. ("Viskase"), our majority owned subsidiary, is currently considering a potential business combination transaction involving Enzon Pharmaceuticals, Inc. (“Enzon”), of which we own approximately 49% of the outstanding common stock, through a negotiated merger transaction or otherwise. In connection therewith, we may engage in other activities, discussions and/or negotiations regarding a potential transaction involving Viskase and Enzon. 36 Table of Contents Results of Operations Consolidated Financial Results Our operating businesses comprise consolidated subsidiaries which operate in various industries and are managed on a decentralized basis. In addition to our Investment segment’s revenues from investment transactions, revenues for our operating businesses primarily consist of net sales of various products, services revenue, franchisor operations and leasing of real estate. Due to the structure and nature of our business, we primarily discuss the results of operations by individual reporting segment in order to better understand our consolidated operating performance. In addition to the summarized financial results below, refer to Note 15, “Segment and Geographic Reporting,” to the consolidated financial statements for a reconciliation of each of our reporting segment’s results of continuing operations to our consolidated results. The conflict in the Middle East and the ongoing Russian/Ukraine conflict can significantly impact the global oil, fertilizer, and agriculture markets. Such conflicts pose significant geopolitical risks to global markets, raise concerns of major implications, such as enforcement of sanctions, can contribute to further oil price volatility, and can disrupt the production and trade of fertilizer, grains, and feedstock supply through several means, including trade restrictions and supply chain disruptions. The ultimate outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways. 37 Table of Contents The comparability of our summarized consolidated financial results presented below is affected primarily by (i) the performance of the Investment Funds (as defined below), (ii) the results of operations of our Energy segment, impacted by the demand and pricing for its products and (iii) the deconsolidation of Auto Plus within our Automotive segment. Refer to our respective segment discussions and “Other Consolidated Results of Operations” below for further discussion. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From ​ Attributable to Icahn ​ ​ Revenues ​ Continuing Operations ​ Enterprises ​ ​ Year Ended December 31, ​ Year Ended December 31, ​ Year Ended December 31, ​ 2024 2023 2022 2024 2023 2022 2024 2023 2022 ​ ​ (in millions) Investment ​ $ (86) ​ $ (1,078) ​ $ 72 ​ $ (242) ​ $ (1,353) ​ $ (223) ​ $ (132) ​ $ (701) ​ $ (89) Holding Company ​ 109 ​ 110 ​ 78 ​ (271) ​ (504) ​ (175) ​ (271) ​ (504) ​ (175) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 7,684 ​ 9,297 ​ 10,815 ​ (4) ​ 831 ​ 596 ​ (18) ​ 508 ​ 304 Automotive ​ 1,540 ​ 1,754 ​ 2,398 ​ (16) ​ (6) ​ (192) ​ (16) ​ (6) ​ (192) Food Packaging ​ 393 ​ 435 ​ 426 ​ (6) ​ 13 ​ 2 ​ (5) ​ 12 ​ 2 Real Estate ​ 97 ​ 143 ​ 118 ​ (4) ​ 16 ​ 7 ​ (4) ​ 16 ​ 7 Home Fashion ​ 172 ​ 175 ​ 217 ​ (8) ​ (6) ​ (22) ​ (8) ​ (6) ​ (22) Pharma ​ ​ 111 ​ ​ 98 ​ ​ 72 ​ ​ 9 ​ ​ (3) ​ ​ (18) ​ ​ 9 ​ ​ (3) ​ ​ (18) Other operating segments ​ 9,997 ​ 11,902 ​ 14,046 ​ (29) ​ 845 ​ 373 ​ (42) ​ 521 ​ 81 Consolidated ​ $ 10,020 ​ $ 10,934 ​ $ 14,196 ​ $ (542) ​ $ (1,012) ​ $ (25) ​ $ (445) ​ $ (684) ​ $ (183) ​ Management’s Discussion and Analysis of Results of Operations discusses the comparisons between the years ended December 31, 2024 and 2023. Certain discussions of results of operations for the comparisons between the years ended December 31, 2023 and 2022 are not included in this Report. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 29, 2024 , which is incorporated by reference herein, for such discussions. Investment We invest our proprietary capital through various private investment funds (the “Investment Funds”). As of December 31, 2024 and 2023, we had investments with a fair market value of approximately $2.7 billion and $3.2 billion, respectively, in the Investment Funds. As of December 31, 2024 and 2023, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $1.5 billion and $2.1 billion, respectively. During the year ended December 31, 2024, Mr. Icahn and his affiliates (excluding us and Brett Icahn) redeemed $250 million from the Investment Funds. In addition, during the year ended December 31, 2024, the Investment Funds issued a pro-rata distribution of $650 million, including $256 million to Mr. Icahn and his affiliates (excluding us and Brett Icahn) and $394 million to the Holding Company. As of December 31, 2024, Mr. Icahn and his affiliates have pledged approximately $1.1 billion of interests in the Investment Funds. Our Investment segment’s results of operations are reflected in net income (loss) in the consolidated statements of operations. Our Investment segment’s net income (loss) is driven by the amount of funds allocated to the Investment Funds and the performance of the underlying investments in the Investment Funds. Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by our Holding Company, Mr. Icahn and his affiliates and by Brett Icahn, Mr. Icahn’s son. Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future. Changes in general market conditions coupled with changes in exposure to short and long positions have significant impact on our Investment segment’s results of operations and the comparability of 38 Table of Contents results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends. Refer to the “Investment Segment Liquidity” section of our “Liquidity and Capital Resources” discussion for additional information regarding our Investment segment’s exposure as of December 31, 2024. For the years ended December 31, 2024, 2023 and 2022, our Investment Funds’ returns were (3.5)%, (16.9)%, and (2.4)%, respectively. Our Investment Funds’ returns represent a weighted-average composite of the average returns, net of expenses. The Other category is primarily comprised of interest income earned on cash balances, collateral posted to counterparties and short rebates. ​ The following tables sets forth the performance attribution and net income (loss) for the Investment Funds’ returns for the years ended December 31, 2024, 2023 and 2022, respectively, and includes performance of all investment and derivative position types including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative investments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Long positions (2.3) % (2.8) % (3.3) % Short positions (5.8) % (18.5) % 0.1 % Other 4.6 % 4.4 % 0.8 % ​ (3.5) % (16.9) % (2.4) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Long positions ​ $ (180) ​ $ (299) ​ $ (264) Short positions ​ (291) ​ (1,355) ​ (38) Other ​ 229 ​ 299 ​ 79 ​ ​ $ (242) ​ $ (1,355) ​ $ (223) ​ For the year ended December 31, 2024, the Investment Funds’ negative performance was driven by net losses in both our short and long positions. The negative performance of our Investment segment’s short positions was driven primarily by losses in broad market hedge of $261 million, net losses in the utilities, materials and industrials sectors of $222 million and the negative performance of certain credit default swap positions of $62 million, offset in part by gains in the energy sector of $302 million. The negative performance of our Investment segment’s long positions was driven primarily by the negative performance in the energy and consumer cyclical sectors of $375 million, offset in part by gains in the utilities sector of $190 million. For the year ended December 31, 2023, the Investment Funds’ negative performance was driven by net losses in both our short and long positions. The negative performance of our Investment segment’s short positions was driven primarily by losses from a broad market hedge of $704 million, the negative performance of certain credit default swap positions totaling $188 million, losses from two energy and industrial segment investments aggregating $172 million and $124 million, respectively, and the aggregate performance of short positions with net losses across various sectors of $167 million. The negative performance of our Investment segment’s long positions was driven primarily by the negative performance of one healthcare investment of $164 million, one communications investment of $116 million and one material sector investment of $100 million, offset in part by the aggregate performance of investments with net gains of $81 million across various sectors. 39 Table of Contents Energy Our Energy segment is primarily engaged in the petroleum refining, renewable fuels and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 91%, 89% and 91% of our Energy segment’s net sales for the years ended December 31, 2024, 2023 and 2022, respectively. The results of operations of the petroleum business are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into petroleum products, such as gasoline, diesel fuel and jet fuel that are produced by a refinery (“Refined Products”). The cost to acquire crude oil and other feedstocks and the price for which Refined Products are ultimately sold depend on factors beyond our Energy segment’s control, including the supply of and demand for crude oil, as well as gasoline, distillate, and other refined products, which, in turn, depend on, among other factors, changes in domestic and foreign economies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibility of imports and exports, the marketing of competitive fuels and the extent of government regulations. Because the petroleum business applies first-in, first-out accounting to value its inventory, crude oil price movements may impact gross margin as a result of changes in the value of its unhedged inventory. The effect of changes in crude oil prices on the petroleum business’ results of operations is partially influenced by the rate at which the processing of Refined Products adjusts to reflect these changes. In addition to geopolitical conditions, such as the ongoing conflict in the Middle East and the impact of the Russia/Ukraine conflict, there are long-term factors such as the potential for increased tariffs, future trade conflicts and the potential changes in U.S. economic trade policy that may impact the demand for and inventory of Refined Products. These factors include mandated renewable fuels standards, proposed and enacted climate change laws and regulations, and increased mileage and emissions standards for vehicles. The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels, purchase renewable identification numbers (“RINs”), to the extent available, in lieu of blending, or face liability. The price of RINs has been extremely volatile and the future cost of RINs for the petroleum business is difficult to estimate. Additionally, the cost of RINs is dependent upon a variety of factors, which include but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, the price at which RINs can be purchased, transportation fuel and renewable diesel production levels and pricing, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled. The costs to comply with the RFS are also impacted by, and dependent upon the outcome of, the numerous lawsuits filed by multiple refiners including the petroleum business’ obligated-party subsidiaries, biofuels groups and others. Refer to Note 19, “Commitments and Contingencies,” to the consolidated financial statements for further discussion of RINs. The conflict in the Middle East and the ongoing Russian/Ukraine conflict can significantly impact the global oil, fertilizer, and agriculture markets. Such conflicts pose significant geopolitical risks to global markets, raise concerns of major implications, such as enforcement of sanctions, can contribute to further oil price volatility, and can disrupt the production and trade of fertilizer, grains, and feedstock supply through several means, including trade restrictions and supply chain disruptions. The ultimate outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways. The following table presents our Energy segment’s net sales, cost of goods sold and gross profit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Net sales ​ $ 7,610 ​ $ 9,247 ​ $ 10,896 Cost of goods sold ​ 7,450 ​ 8,019 ​ 9,811 Gross profit ​ $ 160 ​ $ 1,228 ​ $ 1,085 ​ 40 Table of Contents Net sales for our Energy segment decreased by approximately $1.6 billion (18%) for the year ended December 31, 2024 as compared to prior year due to a decrease in our petroleum business’ net sales by approximately $1.4 billion, as well as a decrease in our renewable business’ net sales by $122 million and a decrease in our nitrogen fertilizer business’ net sales by $157 million over the comparable period. The decrease in the petroleum business’ net sales was primarily due to lower refined product prices resulting from elevated inventory levels and reduced demand along with a decline in sales as a result of the Wynnewood Refinery fire and an unplanned outage at the Coffeyville Refinery. Our renewables business’ net sales decreased due to reduced production and sales volume coupled with decreased biodiesel RIN prices resulting from increased renewable diesel supply in the market for the year ended December 31, 2024 as compared to the prior year. Our nitrogen fertilizer business’ net sales decreased primarily due to unfavorable UAN and ammonia pricing conditions and sales volumes. Cost of goods sold for our Energy segment decreased by approximately $569 million (7%) for the year ended December 31, 2024 as compared to prior year. The decrease was primarily due to declines in our petroleum business as a result of a decrease in net sales and increased RFS expenses, net of RINS sales, of $42 million, which includes unfavorable RINs liability revaluation of $195 million. Gross profit for our Energy segment declined by $1.1 billion for the year ended December 31, 2024 as compared to prior year. Gross margin as a percentage of net sales was 2% and 13% for the year ended December 31, 2024 and 2023, respectively. The decline in gross margin for the Energy segment was primarily attributable to the petroleum business, as a result of lower refining margins driven by decreased crack spreads, unfavorable sales volume impacts related to unplanned outages and increased RFS expenses in the current year. Automotive Our Automotive segment’s results of operations are generally driven by the demand for automotive service and maintenance, which is impacted by general economic factors, vehicle miles traveled, and the average age of vehicles on the road, among other factors. Our Automotive segment has been in the process of a multi-year transformation plan. As part of this plan, our Automotive segment completed the separation of certain of its Automotive Services and Aftermarket Parts businesses into two separate operating companies. Auto Plus, which operated the majority of our Aftermarket Parts business, began operating in locations owned and leased by the Aftermarket Services business from 2021 until 2023. In January 2023, Auto Plus filed a voluntary bankruptcy petition seeking relief under Chapter 11 of the Bankruptcy Code, resulting in the cessation of operations and deconsolidation, which reduced our Automotive segment’s assets. Our results of operations for the year ended December 31, 2023 include the results of Auto Plus prior to its deconsolidation as of January 31, 2023. Following the bankruptcy, Auto Plus exited the Automotive Services locations within which it operated. Our Automotive segment’s results also include AEP PLC LLC (“AEP PLC”), which acquired $10 million in assets, mainly comprised of Aftermarket Parts inventory from the Auto Plus auction. 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. In connection with its transformation plan, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases, in which the Aftermarket Parts business formerly operated. During this transformation plan the Automotive segment will continue investing capital to repurpose these locations for future multi-tenant use and we anticipate future revenue streams. During the fourth quarter of 2024, the Automotive segment reached agreement with a tenant to terminate a group of leases effective as of March 31, 2025. The termination will result in an increase in Automotive Services’ available and excess real estate. As part of this transaction, we received an early termination payment of $42 million, resulting in a $38 million gain for the quarter. While we can re-lease the locations, it will delay the transformation plan and result in reduced cash flow over the lease-up period. 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 41 Table of Contents 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. However, if our growth and profitability initiatives do not realize their expected benefits, our assets in this business may be subject to impairment. Our Automotive segment’s priorities include: ● Positioning the Automotive Services broad offerings to take advantage of opportunities in the do-it-for-me market and vehicle fleets; ● Strategic investment in brownfields and greenfields supplementing existing store footprints; ● Investment in, and strategic review of, capital projects within Icahn Automotive’s owned and leased locations to increase leasing revenue, restructure lease liabilities, and reduce occupancy costs; ● Optimization of Store and Distribution Center network while improving inventory and cost position; ● Investment to improve the overall customer experience through process, facilities and automation; ● Investment in employees with focus on training and career development; and ● Business process improvements and sharing best practices through investments in people, technology, and our overall supply chain. ​ ​ The following table presents our Automotive segment’s net sales and other revenue from operations, cost of goods sold and other expenses from operations and gross profit. Our Automotive segment’s results of operations include Automotive Services labor along with the sale of any installed parts or materials related to Automotive Services. Automotive Services labor revenues are included in other revenues from operations in our consolidated statements of operations, however, the sales of any installed parts or materials related to Automotive Services are included in net sales. Rental revenues and related expenses for properties leased to third parties, which are included in other revenues from operations and related expenses which are included in other expenses in our consolidated statements of operations, are excluded from the table below. Therefore, we discuss the combined results of our Automotive net sales and Automotive Services labor revenues below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Net sales and other revenue from operations ​ $ 1,445 ​ $ 1,685 ​ $ 2,349 Cost of goods sold and other expenses from operations ​ 1,067 ​ 1,196 ​ 1,729 Gross profit ​ $ 378 ​ $ 489 ​ $ 620 ​ Net sales and other revenues from operations for our Automotive segment for the year ended December 31, 2024 decreased by $240 million (14%) as compared to the comparable prior year period. The decrease was attributable to a decrease in Automotive Services revenue of $128 million (8%), mainly due to reduced consumer spending on automotive repairs and maintenance. The decrease was also due to a decrease in Aftermarket Parts revenue of $112 million (82%), due to the winding down of the Aftermarket Parts business resulting from the deconsolidation of Auto Plus as of January 31, 2023. Cost of goods sold and other expenses from operations for the year ended December 31, 2024 decreased by $129 million (11%) as compared to the comparable prior year period. The decrease was primarily driven by lower net sales related to reduced consumer spending on automotive repairs and maintenance at our Automotive Services business and decreased aftermarket parts sales related to the winding down of the Aftermarket Parts business. Gross profit on net sales and other revenue from operations for the year ended December 31, 2024 decreased by $111 million (23%) as compared to the comparable prior year period. Gross profit as a percentage of net sales and other revenue from operations was 26% and 29% for the years ended December 31, 2024 and 2023, respectively. 42 Table of Contents Food Packaging Our Food packaging segment’s results of operations are primarily driven by the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry and derives a majority of its total net sales from customers located outside the United States. Net sales for the year ended December 31, 2024 decreased $42 million (9%) as compared to the comparable prior year period. The decrease was due to an decrease of $25 million in price and product mix and a decrease of $17 million due to lower volume. Cost of goods sold for the year ended December 31, 2024 decreased by $16 million (5%) as compared to the comparable prior year period due to lower absorption of manufacturing costs resulting from lower sales volume. Gross margin as a percentage of net sales was 17% and 21% for the year ended December 31, 2024 and 2023, respectively. Real Estate Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to corporate tenants, the development and sale of single-family homes, and the operations of a resort and two country clubs. Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations. Results from operations at investment properties and our country clubs are included in other revenues from operations in our consolidated statements of operations. Revenue from our real estate operations for the year ended December 31, 2024 and 2023, was primarily derived from the sale of single-family homes and country club operations. Net sales for the year ended December 31, 2024 decreased by $48 million (70%) as compared to the comparable prior year period. The decrease was primarily due to the one-time sale of a $17 million investment property in the prior year period and a decrease in single-family home sales as inventory is nearly fully sold at one country club. Cost of goods sold for the year ended December 31, 2024 decreased $33 million (69%) compared to the prior year period primarily due to the sale of an investment property which had a cost basis of $11 million in the prior year. Gross margin as a percentage of net sales was 29% and 30% for the years ended December 31, 2024 and 2023, respectively. Other revenues from operations for the year ended December 31, 2024 increased by $2 million (3%) as compared to the comparable prior year period. Other expenses from operations for the year ended December 31, 2024 increased $5 million (8%) compared to the comparable prior year period primarily due to higher expenses related to a full year of country club operations, compared to only three months in the prior year. In November 2024, we entered into an agreement to sell certain properties in our Real Estate segment, which is expected to close in the first quarter of 2025. These properties have historically generated approximately $3 million in annual revenue. As a result, we anticipate a reduction in future other revenues from operations by this amount following the completion of the sale of these properties. Home Fashion Our Home Fashion segment is significantly influenced by the overall economic environment, including consumer spending, at the retail level, for home textile products. Net sales for the year ended December 31, 2024 increased by $1 million (1%) compared to the comparable prior year period. Cost of goods sold for the year ended December 31, 2024 decreased $3 million (2%) compared to the comparable prior year period mostly due to lower material costs and improved manufacturing efficiency. Gross margin as a percentage of net sales was 23% and 21% for the years ended December 31, 2024 and 2023, respectively. Pharma Our Pharma segment derives revenues primarily from the sale of its products directly to customers, wholesalers and pharmacies. Drugs in active clinical development may generate positive cash flow if successful, but there is also the risk 43 Table of Contents that these drugs may not progress through clinical trials, resulting in no return. Additionally, we incur research and development costs associated with these drugs. Pursuant to previously announced settlement agreements, at the end of 2024 a competitor became, and in the second half of 2025 a second competitor will be, permitted to launch competing generic products to the patent-protected weight loss treatment sold within our Pharma segment in the United States, which we anticipate will cause a moderate reduction of prescription volume in the retail pharmacy market in the United States. In the third quarter of 2024, our Pharma segment began selling certain products to wholesalers and pharmacies in Europe. Net sales for the year ended December 31, 2024 increased by $12 million (13%) compared to the comparable prior year period primarily due to higher prescription growth resulting in increased sales. Cost of goods sold for the year ended December 31, 2024 decreased $1 million (2%) compared to the comparable prior year period primarily due to improved inventory management. Gross margin as a percentage of net sales was 48% and 40% for the years ended December 31, 2024 and 2023, respectively. Holding Company Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for the years ended December 31, 2024 and 2023, and a loss on deconsolidation of one of its subsidiaries and a credit loss on its related party note receivable for the year ended December 31, 2023. Other Consolidated Results of Operations Loss on deconsolidation of subsidiary As discussed in Note 3, “Subsidiary Bankruptcy and Deconsolidation”, to the consolidated financial statements, we deconsolidated Auto Plus effective as of January 31, 2023, resulting in a pretax loss on deconsolidation of subsidiary of $246 million during the year ended December 31, 2023. Credit loss on related party note receivable Our credit loss on related party note receivable of $139 million for the year ended December 31, 2023 relates to the related party note receivable expected to be uncollectible. ​ Selling, General and Administrative Our consolidated selling, general and administrative costs during the year ended December 31, 2024 decreased by $69 million (8%) as compared to the comparable prior year period primarily due to lower expenses of our Automotive segment of $60 million (13%) mainly related to the deconsolidation of Auto Plus. Impairment Refer to Note 11, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for a discussion of impairments of assets, which were not significant. Interest Expense Our consolidated interest expense during the year ended December 31, 2024 decreased by $31 million (6%) as compared to the comparable prior year period. The decrease was primarily due to lower interest expense for our Investment segment of $84 million attributable to changes in short exposure composition. The decrease was offset in part by higher interest expense in our Holding Company segment and Energy segment of $31 million and $25 million, respectively, mainly due to the refinancing of our senior notes at higher interest rates than the prior year. 44 Table of Contents Income Tax Expense Certain of our subsidiaries are partnerships not subject to taxation in our consolidated financial statements and certain other subsidiaries are corporations, or subsidiaries of corporations, subject to taxation in our consolidated financial statements. Therefore, our consolidated effective tax rate generally differs from the statutory federal tax rate. Refer to Note 16, “Income Taxes,” to the consolidated financial statements for a discussion of income taxes. In addition, in accordance with FASB ASC Topic 740, Income Taxes , we analyze all positive and negative evidence and maintain a valuation allowance on deferred tax assets that are not considered more likely than not to be realized. Liquidity and Capital Resources We are a holding company. Our cash flow and our ability to meet our debt service obligations and make distributions with respect to depositary units depends on the cash flow resulting from divestitures, equity offerings and debt financings, interest income, returns on our interests in the Investment Funds and the payment of funds to us by our subsidiaries in the form of loans, dividends and distributions. We may pursue various means to raise cash from our subsidiaries. To date, such means include receipt of dividends and distributions from subsidiaries, obtaining loans or other financings based on the asset values of subsidiaries or selling debt or equity securities of subsidiaries through capital market transactions. To the degree any distributions and transfers are impaired or prohibited, our ability to make payments on our debt or distributions on our depositary units could be limited. The operating results of our subsidiaries may not be sufficient for them to make distributions to us. For the third quarter of 2024, CVR Energy, our subsidiary in our Energy segment, elected to suspend payment of its cash dividend, and it continued to not pay dividends in the fourth quarter of 2024, which reduced our cash flow for the relevant periods. In addition, our subsidiaries are not obligated to make funds available to us and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt and other agreements. As of December 31, 2024, our Holding Company had cash and cash equivalents of approximately $1.4 billion and total debt of approximately $4.7 billion. As of December 31, 2024, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.7 billion. We may redeem our direct investment in the Investment Funds upon notice. See “Investment Segment Liquidity” below for additional information with respect to our Investment segment liquidity. See “Consolidated Cash Flows” below for additional information with respect to our Holding Company liquidity. 45 Table of Contents Holding Company Borrowings and Availability ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 ​ (in millions) 6.375% senior notes due 2025 — ​ 750 6.250% senior notes due 2026 750 ​ 1,250 5.250% senior notes due 2027 1,455 ​ 1,455 4.375% senior notes due 2029 ​ 750 ​ ​ 750 9.750% senior notes due 2029 ​ 700 ​ ​ 700 10.000% senior notes due 2029 ​ 500 ​ ​ — 9.000% senior notes due 2030 750 ​ — ​ ​ 4,905 ​ ​ 4,905 Less: Unamortized discounts, premiums, and debt issuance costs (10) ​ (1) Less: Notes held in treasury (1) ​ (196) ​ ​ (57) Total Debt $ 4,699 (2) ​ $ 4,847 ​ ​ ​ ​ ​ ​ (1) At December 31, 2024, total debt is net of notes held in treasury of $31 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 $92 million aggregate principal amount of our 4.375% senior notes due 2029. At December 31, 2023, total debt is net of shares held in treasury of $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. (2) Concurrently with the consummation of the issuance of our secured 10.000% senior notes due 2029, the Issuers granted a lien in favor of the holders of the Existing Notes (as defined below) such that the Existing Notes are secured equally and ratably with the secured 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. ​ 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 senior notes is payable semi-annually. 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 10% 2029 Secured Notes are secured by substantially all of our assets directly owned by us and Icahn Enterprises Holdings, the guarantor of the 10% 2029 Notes, subject to customary exceptions. 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. 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. 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. 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 our senior notes described above restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions. In addition, the indentures require that on each quarterly determination date, Icahn Enterprises and 46 Table of Contents the guarantor of the notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein. Our notes include a maintenance covenant that requires us to maintain a specified ratio of unencumbered assets compared to our total outstanding principal amount of unsecured indebtedness. Upon the closing of our secured debt offering in November of 2024, all of our notes are now secured and, as a result, will be excluded from the calculation of the ratio test under these covenants, and we no longer have a material amount of unsecured indebtedness. As a result, we and our subsidiaries will have substantially more capacity under these covenants, and we no longer have a material amount of unsecured indebtedness. As a result, we and our subsidiaries will have substantially more capacity under these covenants to incur additional unsecured indebtedness (but subject to the other covenants in the indentures governing our senior notes that restrict the ability of the Issuers and the Guarantors, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness). The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates. 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. 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, 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. Debt Repurchase and Sales 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, $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 $92 million. The Company cancelled and reduced the outstanding principal of the repurchased 4.750% senior notes due 2024, and the remaining repurchased notes of $57 million aggregate principal were extinguished but were not retired and are held in treasury. In April 2024, we sold the $12 million in aggregate principal amount of our 6.250% senior notes due 2026 and the $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 6.25% senior notes due 2026, $73 million aggregate principal amount of our 5.25% 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 part of the redemption of our 6.25% senior notes due 2026 held in treasury. Settlement of Exchange Offer 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 for $700 million aggregate principal amount of our issued and outstanding, unregistered 9.750% senior notes due 2029 and $750 million in aggregate principal amount of our 9.000% senior notes due 2030 that have been registered under the Securities Act for $750 million in aggregate principal amount of our issued and outstanding, unregistered 9.000% senior notes due 2030. The offer expired on October 17, 2024. ​ Future Debt Service Obligations Interest payments on our Holding Company’s senior notes will be approximately $332 million for 2025, $304 million for 2026, $242 million for 2027, $215 million for 2028 and an aggregate of $147 million for 2029 through 2030. 47 Table of Contents At-The-Market Offerings In May 2019, Icahn Enterprises entered into an Open Market Sale Agreement for the sale of depositary units, from time to time, for up to $400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering. This agreement has been subsequently terminated and superseded by subsequent agreements with substantially the same terms. During the year ended December 31, 2024, Icahn Enterprises sold 5,806,986 depositary units pursuant to its existing agreement, resulting in gross proceeds of $102 million. During the year ended December 31, 2023, Icahn Enterprises sold 3,395,353 depositary units pursuant to its then current agreement, resulting in gross proceeds of $175 million. On August 26, 2024, we entered into a new Open Market Sales Agreement providing for sales of depositary units of up to $400 million. 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 sales proceeds pursuant to its Open Market Sales Agreement entered into August 26, 2024. No assurance can be made that any or all amounts will be sold during the term of the agreements, and we have no obligation to sell additional depositary units under these Open Market Sale Agreements. Depending on market conditions, we may continue to sell depositary units under the Open Market Sale Agreements, and, if appropriate, enter into a new Open Market Sale Agreement to continue our “at-the-market” sales program once we have sold the full amount of our existing Open Market Sale Agreements. Our ability to access remaining capital under our “at-the-market” program may be limited by market conditions at the time of any future potential sale. While we were able to sell depositary units during the year ended December 31, 2024, there can be no assurance that any future capital will be available on acceptable terms or at all under this program. LP Unit Distributions During the year ended December 31, 2024, we declared four quarterly distributions aggregating $3.50 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units. In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash were $383 million, of which $220 million was distributed to Mr. Icahn and his affiliates. On February 24, 2025, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $0.50 per depositary unit, which will be paid on or about April 16, 2025 to depositary unitholders of record at the close of business on March 10, 2025. Depositary unitholders will have until April 4, 2025 to make a timely election to receive either cash or additional depositary units. If a unitholder does not make a timely election, it will automatically be deemed to have elected to receive the distribution in additional depositary units. Depositary unitholders who elect to receive (or who are deemed to have elected to receive) additional depositary units will receive units valued at the volume weighted average trading price of the units during the five consecutive trading days ending April 11, 2025. 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. The declaration and payment of distributions is reviewed quarterly by Icahn Enterprises GP’s board of directors based upon a review of our balance sheet and cash flow, our expected capital and liquidity requirements, the provisions of our partnership agreement and provisions in our financing arrangements governing distributions, and keeping in mind that limited partners subject to U.S. federal income tax have recognized income on our earnings even if they do not receive distributions that could be used to satisfy any resulting tax obligations. The payment of future distributions will be determined by the board of directors quarterly, based upon the factors described above and other factors that it deems relevant at the time that declaration of a distribution is considered. Payments of distributions are subject to certain restrictions, including certain restrictions on our subsidiaries which limit their ability to distribute dividends to us. There can be no assurance as to whether or in what amounts any future distributions might be paid. 48 Table of Contents Repurchase Authorization On May 9, 2023, the board of directors of Icahn Enterprises GP, the Company’s 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. The authorization of the Repurchase Program is for an indefinite term and does not expire until later terminated by the board of directors of Icahn Enterprises GP. As of December 31, 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. ​ Captive 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. As a result, cash available to our Holding Company decreased by $108 million and $100 million at December 31, 2024 and December 31, 2023, respectively, as these assets were transferred to restricted cash. Whenever the captive insurance program is cancelled, any remaining assets will become available to the Holding Company. Sale of Investments The Holding Company did not sell any investments during 2024 and 2023. Investment Segment Liquidity In addition to investments by us and Mr. Icahn, the Investment Funds historically have access to significant amounts of cash available from prime brokerage lines of credit, subject to customary terms and market conditions. Our cash held at consolidated affiliated partnerships balance was $0.9 billion and $1.1 billion as of December 31, 2024 and December 31, 2023, 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 Icahn Enterprises. Additionally, our Investment segment liquidity is driven by the investment activities and performance of the Investment Funds. As of December 31, 2024, the Investment Funds had a net long notional exposure of 22%. The Investment Funds’ long exposure was 102% (97% long equity and 5% long credit) and its short exposure was 80% (72% short equity, 7% short credit and 1% short commodity). The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at December 31, 2024. Of the Investment Funds’ 102% long exposure, 54% was comprised of the fair value of its long positions and 48% was comprised mostly of single name equity forward and swap contracts. Of the Investment Funds’ 80% short exposure, 33% was comprised of the fair value of its short positions and 47% was comprised mostly of short broad market index swap derivative contracts, short credit default swap contracts and short commodity contracts. 49 Table of Contents With respect to both our long positions that are not notionalized (54% long exposure) and our short positions that are not notionalized (33% short exposure), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value). Changes in exposure as a result of purchases and sales as well as adverse changes in market value would also have an effect on funds available to us pursuant to prime brokerage lines of credit. With respect to the notional value of our other long positions (48% long exposure) and short positions (47% short exposure), our liquidity would decrease by the balance sheet unrealized loss if we were to close the positions at quarter end prices. This would be offset by a release of restricted cash balances collateralizing these positions as well as an increase in funds available to us pursuant to certain prime brokerage lines of credit. If we were to increase our short exposure by adding to these short positions, we would be required to provide cash collateral equal to a small percentage of the initial notional value at counterparties that require cash as collateral and then post additional collateral equal to 100% of the mark to market on adverse changes in fair value. For our counterparties who do not require cash collateral, funds available from lines of credit would decrease. Investment Funds Redemptions and Distributions During the year ended December 31, 2024 and 2023, Mr. Icahn and his affiliates (excluding us and Brett Icahn) redeemed $250 million and $2.0 billion from his personal interests in the Investment Funds included in the Investment segment. As of December 31, 2024 and 2023, the total fair market value of investments in the Investment Funds owned by the Company was approximately $2.7 billion and $3.2 billion, respectively, representing approximately 64% and 60% of the Investment Funds’ assets under management as of each respective date. During the year ended December 31, 2024 and 2023, the Investment Funds issued a pro-rata distribution of $650 and $400 million, including $256 million and $158 million to Mr. Icahn and his affiliates (excluding us and Brett Icahn) and $394 million and $242 million to the Holding Company, respectively. Other Segment Liquidity Segment Cash and Cash Equivalents Segment cash and cash equivalents (excluding our Investment segment) consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 ​ ​ (in millions) Energy ​ $ 987 ​ $ 1,179 Automotive ​ 133 ​ 104 Food Packaging ​ 6 ​ 8 Real Estate ​ 25 ​ 22 Home Fashion ​ 4 ​ 5 Pharma ​ ​ 42 ​ ​ 26 ​ ​ $ 1,197 ​ $ 1,344 ​ As of December 31, 2023, our Energy segment’s cash and cash equivalents included to $598 million of reserved funds that were utilized for the repayment of the 5.250% senior notes due 2025 on February 15, 2024. ​ 50 Table of Contents Sale of Equity Method Investment 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. ​ Segment Borrowings and Availability Segment debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 ​ ​ (in millions) Energy ​ $ 1,919 ​ $ 2,185 Automotive ​ 31 ​ 33 Food Packaging ​ 144 ​ 133 Real Estate ​ 1 ​ 1 Home Fashion ​ 15 ​ 8 ​ ​ $ 2,110 ​ $ 2,360 ​ 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 February 2024, CVR Energy redeemed all outstanding 5.250% senior unsecured notes due 2025, at par. As a result of this transaction, CVR Energy recognized a $1 million loss on extinguishment of debt in the year ended December 31, 2024. ​ In December 2023, CVR Energy issued $600 million in aggregate principal amount of 8.500% senior unsecured notes due 2029. As of December 31, 2024, all of our subsidiaries were in compliance with all debt covenants. 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. ​ Our segments have additional borrowing availability under certain revolving credit facilities as summarized below: ​ ​ ​ ​ ​ December 31, ​ ​ 2024 ​ ​ (in millions) Energy ​ $ 277 Food Packaging ​ 25 Home Fashion ​ 4 ​ ​ $ 306 ​ As of December 31, 2024 and 2023, total available capacity under the CVR Energy ABL and CVR Partners’ variable rate asset based revolving credit facilities aggregated $277 million and $288 million, respectively. The CVR Energy ABL also had $24 million and $26 million of letters of credit outstanding as of December 31, 2024 and December 31, 2023, respectively. 51 Table of Contents The above outstanding debt and borrowing availability with respect to each of our continuing operating segments reflects third-party obligations. 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. See Note 13, “Debt,” to the consolidated financial statements for further discussion regarding our segment debt, including information relating to maturities, interest rates and borrowing availabilities. Future Debt Service Obligations Future debt service obligations for our other operating segments are primarily within our Energy segment. Our Energy segment’s future debt maturities (excluding financing leases) are $325 million for 2027, $950 million for 2028 and $600 million for 2029. Future interest payments for our Energy segment are expected to be approximately $137 million for 2025, $133 to $134 million for each of 2026 and 2027, $69 million for 2028 and $2 million for 2029. Subsidiary Distributions and Dividends During the year ended December 31, 2024, our Investment segment paid a pro-rata distribution of $650 million, which included $394 million in cash received by the Company in connection with its portion. During the year ended December 31, 2024, our Energy segment paid three quarterly distributions aggregating $1.50 per share. Our portion of the dividend aggregated to $100 million. In addition, during the year ended December 31, 2024, our Energy segment had aggregate distributions of $95 million to non-controlling interests, of which $44 million are distributions paid by CVR Partners to its public unit holders. Subsidiary Stock Repurchase Program On May 6, 2020, the Board of Directors of CVR Partners’ general partner approved a unit repurchase program which would enable it to repurchase up to $10 million of its common units from time to time through open market transactions, block trades, privately negotiated transactions or otherwise in accordance with applicable securities laws. On February 22, 2021, the Board of Directors of CVR Partners authorized an additional $10 million under the unit repurchase program. On February 20, 2024, the UAN GP Board, on behalf of CVR Partners, terminated the nominal authority remaining under the unit repurchase program. Purchase Obligations Future purchase obligations for our other operating segments are primarily within our Energy and Pharma segments, as discussed in Note 19, “Commitments and Contingencies,” to the consolidated financial statements. Consolidated Cash Flows Our consolidated cash flows are composed of the activities within our Holding Company, Investment segment and other operating segments. Our Holding Company’s cash flows are generally driven by cash flows resulting from our subsidiaries loans, dividends, distributions and contributions, as well as divestitures and acquisitions, equity offerings and debt financings, interest income and expense. Our Investment segment’s cash flows are primarily driven by investment transactions, which are included in net cash flows from operating activities due to the nature of its business, as well as contributions to and distributions from Mr. Icahn and his affiliates (including Icahn Enterprises and Icahn Enterprises Holdings) and Brett Icahn, which are included in net cash flows from financing activities. Our other operating segments’ cash flows are driven by the activities and performance of each business as well as transactions with our Holding Company, as discussed below. ​ 52 Table of Contents The following table summarizes cash flow information for Icahn Enterprises’ reporting segments and our Holding Company: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ Year Ended December 31, 2023 ​ Year Ended December 31, 2022 ​ ​ Net Cash Provided By (Used In) ​ Net Cash Provided By (Used In) ​ Net Cash Provided By (Used In) ​ ​ Operating ​ Investing ​ Financing ​ Operating ​ Investing ​ Financing ​ Operating ​ Investing ​ Financing ​ Activities Activities Activities Activities Activities Activities Activities Activities Activities ​ ​ (in millions) Holding Company ​ $ (213) ​ $ 472 ​ $ (446) ​ $ (221) ​ $ 616 ​ $ (424) ​ $ (315) ​ $ 282 ​ $ 40 ​ Investment ​ 541 ​ — ​ (905) ​ 2,789 ​ — ​ (2,441) ​ 461 ​ — ​ (14) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 404 ​ (121) ​ (482) ​ 948 ​ (239) ​ (40) ​ 967 ​ (271) ​ (696) ​ Automotive ​ 59 ​ ​ (52) ​ 21 ​ 115 ​ ​ (47) ​ 3 ​ (88) ​ ​ (110) ​ 195 ​ Food Packaging ​ 3 ​ (15) ​ 11 ​ 43 ​ (14) ​ (29) ​ 15 ​ (22) ​ 6 ​ Real Estate ​ 15 ​ (26) ​ 12 ​ 42 ​ (20) ​ (30) ​ 26 ​ (10) ​ (23) ​ Home Fashion ​ (18) ​ (7) ​ 25 ​ — ​ (1) ​ 1 ​ (13) ​ (2) ​ 21 ​ Pharma ​ 41 ​ 2 ​ (27) ​ ​ 20 ​ — ​ (10) ​ ​ 2 ​ — ​ — ​ Other operating segments ​ 504 ​ (219) ​ (440) ​ 1,168 ​ (321) ​ (105) ​ 909 ​ (415) ​ (497) ​ Total before eliminations ​ 832 ​ 253 ​ (1,791) ​ 3,736 ​ 295 ​ (2,970) ​ 1,055 ​ (133) ​ (471) ​ Eliminations ​ — ​ (468) ​ 468 ​ — ​ (585) ​ 585 ​ — ​ (127) ​ 127 ​ Consolidated ​ $ 832 ​ $ (215) ​ $ (1,323) ​ $ 3,736 ​ $ (290) ​ $ (2,385) ​ $ 1,055 ​ $ (260) ​ $ (344) ​ ​ The discussion of consolidated cash flows below primarily discusses the comparisons between the years ended December 31, 2024 and 2023. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on February 29, 2024 , which is incorporated by reference herein, for additional discussion of consolidated cash flows for the comparisons between the years ended December 31, 2023 and 2022. Eliminations Eliminations in the table above relate to certain of our Holding Company’s transactions with our Investment and other operating segments. Our Holding Company’s net (investments in) distributions from the Investments Funds, when applicable, are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our Investment segment. Similarly, our Holding Company’s net distributions from (investments in) our other operating segments are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our other operating segments. ​ 53 Table of Contents Holding Company ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Operating Activities: ​ ​ ​ ​ Cash payments for interest on senior notes ​ $ (284) ​ $ (287) ​ $ (306) Interest and dividend income ​ 98 ​ 94 ​ 31 Net cash receipts for income taxes, net of payments ​ (2) ​ (2) ​ (3) Operating transactions with subsidiaries ​ 17 ​ — ​ — Operating costs and other ​ (42) ​ (26) ​ (37) ​ ​ $ (213) ​ $ (221) ​ $ (315) Investing Activities: ​ ​ ​ Distributions from the Investment Funds ​ $ 394 ​ $ 242 ​ $ — Cash from operating segments ​ ​ 167 ​ ​ 385 ​ ​ 367 Cash to operating segments ​ ​ (93) ​ ​ (42) ​ ​ (239) Proceeds from sale of investments held at the Holding Company segment ​ ​ — ​ ​ — ​ ​ 153 Related party note receivable repayments and disbursements, net ​ ​ 4 ​ ​ 30 ​ ​ — Other investing activities, net ​ ​ — ​ ​ 1 ​ ​ 1 ​ ​ $ 472 ​ $ 616 ​ $ 282 Financing Activities: ​ ​ ​ ​ ​ Partnership contributions ​ $ 102 ​ $ 185 ​ $ 768 Partnership distributions ​ (389) ​ (307) ​ (226) Payments to acquire additional interests in subsidiaries ​ (13) ​ — ​ (1) Proceeds from partial sale of interests in consolidated subsidiaries ​ — ​ ​ 158 ​ ​ — Proceeds from Holding Company senior notes ​ ​ 1,266 ​ ​ 699 ​ ​ — Repurchase of senior notes held in treasury ​ ​ (176) ​ ​ — ​ ​ — Repayments and repurchases of Holding Company senior notes ​ (1,221) ​ (1,159) ​ (500) Other financing activities, net ​ (15) ​ — ​ (1) ​ ​ $ (446) ​ $ (424) ​ $ 40 (Decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents ​ $ (187) ​ $ (29) ​ $ 7 ​ ​ ​ Distributions paid from the Investment Funds include a pro-rata distribution paid, which includes payment to the Holding Company, and are eliminated in consolidation. Cash from operating segments is made up of dividends, distributions, and intercompany loans that are eliminated in consolidation. During 2024, this included cash dividends received from CVR Energy of $100 million, cash distributions received from our Real Estate segment of $32 million and repayments of intercompany loans received from our Pharma segment of $28 million and other distributions of $7 million. During 2023, this included cash dividends received from CVR Energy of $311 million, cash distributions received from our Real Estate segment of $64 million and repayments of intercompany loans received from our Pharma segment of $10 million. Cash to operating segments is made up of intercompany loans and contributions to our operating segments that are eliminated in consolidation. During 2024, this included cash paid to our Automotive segment of $38 million, Real Estate segment of $37 million and Home Fashion segment of $18 million. During 2023, this included cash paid to our Real Estate segment of $32 million and Automotive segment of $10 million. Proceeds from the sale of investments include proceeds from the sale of equity investments in 2022. 54 Table of Contents Cash to operating segments are eliminated in consolidation. Changes in cash to operating segments was mainly attributable for cash paid to our Automotive and Real Estate segments for each year presented. Partnership contributions represent sales in connection with our “at-the-market” offerings pursuant to our Open Market Sale Agreements, as discussed above. Payments to acquire additional interests in subsidiaries include proceeds related to the purchase of CVR Partners’ common units in 2024. Partnership distributions represent cash paid to depositary unitholders in connection with our regularly quarterly distributions. Investment Segment Our Investment segment’s cash flows from operating activities for the comparable periods were attributable to its net investment transactions. Our Investment segment’s cash flows used in financing activities for the year ended December 31, 2024 was mainly attributable to a pro-rata distribution of $650 million and redemptions paid to Mr. Icahn and his affiliates (excluding us and Brett Icahn) of $250 million from the Investment Funds. For 2023, our Investment segment paid redemptions to Mr. Icahn and his affiliates (excluding us and Brett Icahn) of $2.0 billion and issued a pro-rata distribution of $400 million. 55 Table of Contents Other Operating Segments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Operating Activities: ​ ​ ​ Net cash flow from operating activities before changes in operating assets and liabilities ​ $ 449 ​ $ 1,370 ​ $ 938 Changes in operating assets and liabilities ​ 55 ​ (202) ​ (29) ​ ​ $ 504 ​ $ 1,168 ​ $ 909 Investing Activities: ​ ​ ​ Capital expenditures ​ $ (280) ​ $ (303) ​ $ (338) Turnaround expenditures ​ ​ (53) ​ ​ (57) ​ ​ (83) Acquisition of businesses, net of cash acquired ​ ​ (2) ​ ​ (20) ​ — Proceeds from sale of assets ​ 3 ​ 33 ​ 4 Proceeds from sale of equity method investments ​ 90 ​ — ​ — Other ​ 23 ​ 26 ​ 2 ​ ​ $ (219) ​ $ (321) ​ $ (415) Financing Activities: ​ ​ ​ Proceeds from other borrowings ​ $ 362 ​ $ 683 ​ $ 110 Repayments of other borrowings ​ ​ (629) ​ ​ (112) ​ ​ (216) Dividends and distributions to non-controlling interests ​ (95) ​ (319) ​ (270) Cash from Holding Company ​ 93 ​ 42 ​ 239 Cash to Holding Company ​ (167) ​ (385) ​ (367) Other ​ (4) ​ (14) ​ 7 ​ ​ $ (440) ​ $ (105) ​ $ (497) Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents ​ (1) ​ (1) ​ (1) Increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents ​ $ (156) ​ $ 741 ​ $ (4) ​ Our other operating segments’ cash flow from operating activities before changes in operating assets and liabilities were primarily attributable to the results of our Energy segment during both periods. The decrease in cash flows from operating activities for the year ended December 31, 2024 as compared to 2023 was primarily due to a decrease in the operating results of our Energy segment primarily associated with a decrease in our petroleum business’ net sales. Capital expenditures are primarily from our Energy and Automotive segments and are primarily for maintenance and growth. Refer to Note 15, “Segment and Geographic Reporting,” for capital expenditures reported for each of our segments. Turnaround expenditures relates to our Energy segment, which were higher in 2023 due to planned maintenance at one of its refineries. Repayments of other borrowings are related to our Energy segment’s redemption of $600 million principal amount of its 5.25% senior notes due February 2025. Distributions to non-controlling interests were from our Energy segment relating to its regular quarterly dividends and distributions, excluding payments made to us. Cash from Holding Company is made up of intercompany loans and contributions between our Holding Company and subsidiaries that are eliminated in consolidation. During 2024, this included cash paid to our Automotive segment of $38 million, Real Estate segment of $37 million and Home Fashion segment of $18 million. During 2023, this included cash paid to our Real Estate segment of $32 million and Automotive segment of $10 million. 56 Table of Contents Cash to Holding Company is made up of dividends, distributions, and intercompany loans that are eliminated in consolidation. During 2024, this included cash dividends received from CVR Energy of $100 million, cash distributions received from our Real Estate segment of $32 million and repayments of intercompany loans received from our Pharma segment of $28 million and other distributions of $7 million. During 2023, this included cash dividends received from CVR Energy of $311 million, cash distributions received from our Real Estate segment of $64 million and repayments of intercompany loans received from our Pharma segment of $10 million. Consolidated Capital Spending Refer to Note 15, “Segment and Geographic Reporting,” for a reconciliation of our segments’ capital expenditures to consolidated capital expenditures for each of the years ended December 31, 2024, 2023 and 2022. In addition, our Energy segment had turnaround expenditures of $53 million, $57 million and $83 million during the years ended December 31, 2024, 2023 and 2022, respectively, which is reported separately from capital expenditures in our consolidated statements of cash flows. For 2025, we estimate our consolidated capital expenditures to be approximately $165 million to $205 million for our Energy segment, for both maintenance and growth, $113 million for our Automotive segment and approximately $94 million in the aggregate for all other segments. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Among others, estimates are used when accounting for valuation of investments. Estimates used in determining fair value measurements include, but are not limited to, expected future cash flow assumptions, market rate assumptions for contractual obligations, actuarial assumptions for benefit plans, settlement plans for litigation and contingencies, and appropriate discount rates. Estimates and assumptions are evaluated on an ongoing basis and are based on historical and other factors believed to be reasonable under the circumstances. The results of these estimates may form the basis of the carrying value of certain assets and liabilities and may not be readily apparent from other sources. Actual results, under conditions and circumstances different from those assumed, may differ from estimates. We believe the following accounting estimates are critical to our business operations and the understanding of results of operations and affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. Income Taxes Except as described below, no provision has been made for federal, state, local or foreign income taxes on the results of operations generated by partnership activities as such taxes are the responsibility of the partners. Our corporate subsidiaries account for their income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management periodically evaluates all evidence, both positive and negative, in determining whether a valuation allowance to reduce the carrying value of deferred tax assets is still needed. For each of December 31, 2024 and 2023, we concluded, based on the projections of taxable income, that certain of our corporate subsidiaries more likely than not 57 Table of Contents will realize a partial benefit from their deferred tax assets and loss carry forwards. Ultimate realization of the deferred tax assets is dependent upon, among other factors, our corporate subsidiaries’ ability to generate sufficient taxable income within the carryforward periods and is subject to change depending on the tax laws in effect in the years in which the carryforwards are used. See Note 16, “Income Taxes,” to the consolidated financial statements for further discussion regarding our income taxes. Valuation of Investments The fair value of our investments, including securities sold, not yet purchased, is based on observable market prices when available. Securities owned by the Investment Funds that are listed on a securities exchange are valued at their last sales price on the primary securities exchange on which such securities are traded on such date. Securities that are not listed on any exchange but are traded over-the-counter are valued at the mean between the last “bid” and “ask” price for such security on such date. Securities and other instruments for which market quotes are not readily available are valued at fair value as determined in good faith by the applicable general partner. For some investments little market activity may exist; management’s determination of fair value is then based on the best information available in the circumstances and may incorporate management’s own assumptions and involves a significant degree of judgment. See Note 6, “Fair Value Measurements” to the consolidated financial statements for further discussion regarding our investments. Long-Lived Assets and Goodwill We calculate depreciation and amortization on a straight-line basis over the estimated useful lives of the various definite-lived assets. When assets are placed in service, we make estimates of what we believe are their reasonable useful lives. Long-Lived Assets Long-lived assets held and used by our various operating segments and long-lived assets to be disposed of are reviewed for impairment whenever events or changes in circumstances indicate a possible significant deterioration in future expected cash flows that could result in the carrying amount of an asset not being recoverable. In performing the review for recoverability, we estimate the future cash flows expected to result from the remaining useful life of the asset and its eventual disposition. Assumptions used in the review of recoverability require the exercise of significant judgment, including judgment about terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on current plans and for years beyond that plan, the estimates are based on assumed growth rates. If the sum of the estimated future cash flows, undiscounted and without interest charges, is less than the carrying amount of the asset, a fair value assessment is performed. If the carrying amount of the asset exceeds its fair value, an impairment loss is recognized in accordance with U.S. GAAP. Similarly, long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. As of December 31, 2024, our long-lived assets did not have any impairment indicators. Goodwill Indefinite-lived intangible assets, such as goodwill and trademarks, held by our various segments are reviewed for impairment annually, or more frequently if impairment indicators exist. Goodwill impairment testing consists of (i) a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, and/or, if necessary, (ii) a quantitative analysis which involves comparing the fair value of our reporting units to their respective carrying values. If the fair value of the reporting unit exceeds its carrying value, no impairment is necessary. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss, equal to the difference (limited to the total amount of goodwill allocated to the tested reporting unit), is recognized in accordance with U.S. GAAP. As of December 31, 2024, our consolidated goodwill was $288 million, primarily within our Automotive segment’s reporting unit. We perform the annual goodwill impairment test for our Automotive segment 58 Table of Contents as of October 1 of each year. 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. However, if our growth and profitability initiatives do not realize their expected benefits, our assets in this business may be subject to impairment. 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. As of December 31, 2024, our Automotive segment had remaining goodwill of $250 million, which is allocated entirely to its reporting unit. When performing the quantitative analysis for goodwill impairment testing, we base the fair value of our reporting units on consideration of various valuation methodologies, including projecting future cash flows discounted at rates commensurate with the risks involved (“DCF”). Assumptions used in a DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on current plans and for years beyond that plan, the estimates are based on assumed growth rates. We believe that our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in a DCF are based on estimates of the weighted-average cost of capital of a market participant. Such estimates are derived from our analysis of peer companies and consider the industry weighted average return on debt and equity from a market participant perspective. The inputs used to determine the fair values of our reporting units, including future cash flows, discount rates and growth rates and other assumptions involves a significant degree of judgment. See Note 11, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for further discussion regarding goodwill and intangible assets. Recently Issued Accounting Standards See Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” to the consolidated financial statements for a discussion of recent accounting pronouncements applicable to us. ​