ICAHN ENTERPRISES L.P. 10-K

Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Partners Icahn Enterprises L.P. Opinion on the financial statements 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, 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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/GRANT THORNTON LLP ​ We have served as the Partnership’s auditor since 2004. ​ Fort Lauderdale, Florida February 26, 2025 ​ 62 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 ​ ​ (in millions, except unit amounts) ASSETS ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 2,603 ​ $ 2,951 Cash held at consolidated affiliated partnerships and restricted cash ​ 2,636 ​ 2,995 Investments ​ 2,310 ​ 3,012 Due from brokers ​ 1,624 ​ 4,367 Accounts receivable, net ​ 479 ​ 485 Related party notes receivable, net ​ ​ 7 ​ ​ 11 Inventories ​ 897 ​ 1,047 Property, plant and equipment, net ​ 3,843 ​ 3,969 Deferred tax asset ​ ​ 160 ​ ​ 184 Derivative assets, net ​ ​ 22 ​ ​ 64 Goodwill ​ 288 ​ 288 Intangible assets, net ​ 409 ​ 466 Assets held for sale ​ ​ 25 ​ ​ — Other assets ​ 976 ​ 1,019 Total Assets ​ $ 16,279 ​ $ 20,858 LIABILITIES AND EQUITY ​ ​ ​ ​ Accounts payable ​ $ 802 ​ $ 830 Accrued expenses and other liabilities ​ 1,547 ​ 1,596 Deferred tax liabilities ​ 331 ​ 399 Derivative liabilities, net ​ 756 ​ 979 Securities sold, not yet purchased, at fair value ​ 1,373 ​ 3,473 Due to brokers ​ 40 ​ 301 Debt ​ 6,809 ​ 7,207 Total liabilities ​ 11,658 ​ 14,785 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 19) ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ Limited partners: Depositary units: 522,736,315 units issued and outstanding at December 31, 2024 and 429,033,241 units issued and outstanding at December 31, 2023 ​ 3,241 ​ 3,969 General partner ​ ( 775 ) ​ ( 761 ) Equity attributable to Icahn Enterprises ​ 2,466 ​ 3,208 Equity attributable to non-controlling interests ​ 2,155 ​ 2,865 Total equity ​ 4,621 ​ 6,073 Total Liabilities and Equity ​ $ 16,279 ​ $ 20,858 ​ See notes to consolidated financial statements. ​ 63 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions, except per unit amounts) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 9,193 ​ $ 11,077 ​ $ 13,378 Other revenues from operations ​ 707 ​ 770 ​ 748 Net loss from investment activities ​ ( 421 ) ​ ( 1,575 ) ​ ( 168 ) Interest and dividend income ​ 477 ​ 636 ​ 328 (Loss) gain on disposition of assets, net ​ ( 4 ) ​ 8 ​ ( 8 ) Other income (loss), net ​ 68 ​ 18 ​ ( 82 ) ​ ​ 10,020 ​ 10,934 ​ 14,196 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ 8,619 ​ 9,327 ​ 11,689 Other expenses from operations ​ 603 ​ 643 ​ 583 Selling, general and administrative ​ 783 ​ 852 ​ 1,250 Dividend expense ​ ​ 56 ​ ​ 87 ​ ​ 95 Restructuring, net ​ 3 ​ 1 ​ 2 Impairment ​ ​ — ​ ​ 7 ​ ​ — Credit loss on related party note receivable ​ — ​ 139 ​ — Loss on deconsolidation of subsidiary ​ ​ — ​ ​ 246 ​ ​ — Interest expense ​ 523 ​ 554 ​ 568 ​ ​ 10,587 ​ 11,856 ​ 14,187 (Loss) income before income tax benefit (expense) ​ ( 567 ) ​ ( 922 ) ​ 9 Income tax benefit (expense) ​ 25 ​ ( 90 ) ​ ( 34 ) Net loss ​ ( 542 ) ​ ( 1,012 ) ​ ( 25 ) Less: net (loss) income attributable to non-controlling interests ​ ( 97 ) ​ ( 328 ) ​ 158 Net loss attributable to Icahn Enterprises ​ $ ( 445 ) ​ $ ( 684 ) ​ $ ( 183 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income attributable to Icahn Enterprises allocated to: ​ ​ ​ ​ ​ ​ ​ ​ ​ Limited partners ​ $ ( 436 ) ​ $ ( 670 ) ​ $ ( 179 ) General partner ​ ( 9 ) ​ ( 14 ) ​ ( 4 ) ​ ​ $ ( 445 ) ​ $ ( 684 ) ​ $ ( 183 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and Diluted loss per LP unit ​ $ ( 0.94 ) ​ $ ( 1.75 ) ​ $ ( 0.57 ) Basic and diluted weighted average LP units outstanding ​ 466 ​ 382 ​ 316 Distributions declared per LP unit ​ $ 3.50 ​ $ 6.00 ​ $ 8.00 ​ See notes to consolidated financial statements. ​ 64 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Net loss ​ $ ( 542 ) ​ $ ( 1,012 ) ​ $ ( 25 ) Other comprehensive (loss) income, net of tax: ​ ​ ​ ​ ​ ​ Translation adjustments ​ ( 7 ) ​ 12 ​ ( 7 ) Post-retirement benefits and other ​ 1 ​ 3 ​ 11 Other comprehensive income, net of tax ​ ( 6 ) ​ 15 ​ 4 Comprehensive loss ​ ( 548 ) ​ ( 997 ) ​ ( 21 ) Less: Comprehensive (loss) income attributable to non-controlling interests ​ ( 97 ) ​ ( 328 ) ​ 158 Comprehensive loss attributable to Icahn Enterprises ​ $ ( 451 ) ​ $ ( 669 ) ​ $ ( 179 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss attributable to Icahn Enterprises allocated to: ​ ​ ​ Limited partners ​ $ ( 442 ) ​ $ ( 656 ) ​ $ ( 175 ) General partner ​ ( 9 ) ​ ( 13 ) ​ ( 4 ) ​ ​ $ ( 451 ) ​ $ ( 669 ) ​ $ ( 179 ) ​ See notes to consolidated financial statements. ​ 65 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Attributable to Icahn Enterprises ​ ​ ​ ​ ​ ​ ​ General ​ Limited ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Partner’s ​ Partners’ ​ Total Partners’ ​ controlling ​ ​ ​ (Deficit) Equity Equity Interests Total Equity ​ ​ (in millions) Balance, December 31, 2021 ​ $ ( 754 ) ​ 4,298 ​ 3,544 ​ 5,799 ​ 9,343 Net income (loss) ​ ​ ( 4 ) ​ ( 179 ) ​ ( 183 ) ​ 158 ​ ( 25 ) Other comprehensive income ​ — ​ 4 ​ 4 ​ — ​ 4 Partnership distributions ​ ( 4 ) ​ ( 222 ) ​ ( 226 ) ​ — ​ ( 226 ) Partnership contributions ​ ​ 15 ​ 753 ​ 768 ​ — ​ 768 Investment segment contributions ​ — ​ — ​ — ​ 9 ​ 9 Investment segment distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 27 ) ​ ​ ( 27 ) Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 270 ) ​ ( 270 ) Changes in subsidiary equity and other ​ — ​ ( 7 ) ​ ( 7 ) ​ ( 11 ) ​ ( 18 ) Balance, December 31, 2022 ​ ( 747 ) ​ 4,647 ​ 3,900 ​ 5,658 ​ 9,558 Net (loss) income ​ ( 14 ) ​ ( 670 ) ​ ( 684 ) ​ ( 328 ) ​ ( 1,012 ) Other comprehensive income ​ — ​ 15 ​ 15 ​ — ​ 15 Partnership distributions ​ ( 6 ) ​ ( 301 ) ​ ( 307 ) ​ — ​ ( 307 ) Partnership contributions ​ ​ 4 ​ 175 ​ 179 ​ — ​ 179 Investment segment distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,197 ) ​ ​ ( 2,197 ) Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 319 ) ​ ( 319 ) Changes in subsidiary equity and other ​ 2 ​ 103 ​ 105 ​ 51 ​ 156 Balance, December 31, 2023 ​ ( 761 ) ​ 3,969 ​ 3,208 ​ 2,865 ​ 6,073 Net loss ​ ( 9 ) ​ ( 436 ) ​ ( 445 ) ​ ( 97 ) ​ ( 542 ) Other comprehensive loss ​ — ​ ( 6 ) ​ ( 6 ) ​ — ​ ( 6 ) Partnership distributions ​ ( 8 ) ​ ( 383 ) ​ ( 391 ) ​ — ​ ( 391 ) Partnership contributions ​ ​ 2 ​ 102 ​ 104 ​ — ​ 104 Investment segment contributions ​ — ​ — ​ — ​ 1 ​ 1 Investment segment distributions ​ — ​ — ​ — ​ ( 511 ) ​ ( 511 ) Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 95 ) ​ ( 95 ) Changes in subsidiary equity and other ​ 1 ​ ( 5 ) ​ ( 4 ) ​ ( 8 ) ​ ( 12 ) Balance, December 31, 2024 ​ $ ( 775 ) ​ $ 3,241 ​ $ 2,466 ​ $ 2,155 ​ $ 4,621 ​ See notes to consolidated financial statements. ​ 66 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 542 ) $ ( 1,012 ) $ ( 25 ) Adjustments to reconcile net loss to net cash provided by operating activities: ​ ​ ​ ​ ​ Net loss from securities transactions ​ 207 ​ 595 ​ 52 Purchases of securities ​ ( 1,925 ) ​ ( 963 ) ​ ( 2,985 ) Proceeds from sales of securities ​ 1,474 ​ 4,537 ​ 5,359 Payments to cover securities sold, not yet purchased ​ ( 2,227 ) ​ ( 4,692 ) ​ ( 2,908 ) Proceeds from securities sold, not yet purchased ​ 998 ​ 1,358 ​ 3,836 Changes in receivables and payables relating to securities transactions ​ 2,465 ​ 2,268 ​ ( 2,390 ) Changes in derivative assets and liabilities ​ ( 181 ) ​ 1,029 ​ ( 296 ) Loss (gain) on disposition of assets, net ​ 4 ​ ( 8 ) ​ 8 Depreciation and amortization ​ 511 ​ 518 ​ 509 Loss on deconsolidation of subsidiary ​ ​ — ​ ​ 246 ​ ​ — Credit loss expense ​ ​ — ​ ​ 139 ​ ​ — Impairment ​ — ​ 7 ​ — Deferred taxes ​ ( 45 ) ​ ( 48 ) ​ ( 148 ) Other, net ​ 3 ​ ( 84 ) ​ 72 Changes in other operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ 15 ​ 78 ​ ( 110 ) Related party note receivable ​ ​ — ​ ​ 7 ​ ​ — Inventories ​ 133 ​ 27 ​ ( 96 ) Other assets ​ ( 1 ) ​ 55 ​ ( 11 ) Accounts payable ​ ( 33 ) ​ 59 ​ 45 Accrued expenses and other liabilities ​ ( 24 ) ​ ( 380 ) ​ 143 Net cash provided by operating activities ​ 832 ​ 3,736 ​ 1,055 Cash flows from 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 investments ​ — ​ — ​ 153 Proceeds from sale of equity investment ​ ​ 90 ​ ​ — ​ ​ — Proceeds from disposition of businesses and assets ​ 3 ​ 33 ​ 4 Related party note receivable payments and distributions, net ​ ​ 4 ​ ​ 30 ​ ​ — Other, net ​ 23 ​ 27 ​ 4 Net cash (used in) provided by investing activities ​ ( 215 ) ​ ( 290 ) ​ ( 260 ) Cash flows from financing activities: ​ ​ ​ Investment segment contributions from non-controlling interests ​ 1 ​ — ​ 9 Investment segment distributions to non-controlling interests ​ ​ ( 511 ) ​ ​ ( 2,199 ) ​ ​ ( 23 ) Partnership contributions ​ 104 ​ 185 ​ 768 Partnership distributions ​ ( 391 ) ​ ( 307 ) ​ ( 226 ) Proceeds from sale of (purchase of) additional interests in consolidated subsidiaries ​ ( 13 ) ​ 158 ​ ( 1 ) Dividends and distributions to non-controlling interests in subsidiaries ​ ( 95 ) ​ ( 319 ) ​ ( 270 ) Proceeds from Holding Company senior notes ​ 1,266 ​ 699 ​ — Repayments of Holding Company senior notes ​ ( 1,229 ) ​ ( 1,159 ) ​ ( 500 ) Repurchase of senior notes held in treasury ​ ​ ( 168 ) ​ ​ — ​ ​ — Proceeds from subsidiary borrowings ​ 362 ​ 683 ​ 115 Repayments of subsidiary borrowings ​ ( 629 ) ​ ( 112 ) ​ ( 216 ) Other, net ​ ( 20 ) ​ ( 14 ) ​ — Net cash (used in) provided by financing activities ​ ( 1,323 ) ​ ( 2,385 ) ​ ( 344 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents ​ ( 1 ) ​ ( 1 ) ​ ( 1 ) Net (decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents ​ ( 707 ) ​ 1,060 ​ 450 Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period ​ 5,946 ​ 4,886 ​ 4,436 Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period ​ $ 5,239 ​ $ 5,946 ​ $ 4,886 ​ See notes to consolidated financial statements. ​ ​ 67 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business Overview Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987. 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 our outstanding depositary units as of December 31, 2024. Description of Operating Businesses 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. See Note 15, “Segment and Geographic Reporting,” for a reconciliation of each of our reporting segment’s results of operations to our consolidated results. Certain additional information with respect to our segments is discussed below. Investment Our Investment segment is comprised of various private investment funds (“Investment Funds”) in which we have general partner interests and through which we invest our proprietary capital. As general partner, we provide investment advisory and certain administrative and back-office services to the Investment Funds but do not provide such services to any other entities, individuals or accounts. We and certain of Mr. Icahn’s family members and affiliates are the only investors in the Investment Funds. Interests in the Investment Funds are not offered to outside investors. We had interests in the Investment Funds with a fair value of approximately $ 2.7 billion and $ 3.2 billion as of December 31, 2024 and 2023, respectively. Energy We conduct our Energy segment through our majority owned subsidiary, CVR Energy, Inc. (“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. 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. 68 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Automotive 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”). In addition to its primary businesses, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases. On January 31, 2023, a subsidiary of Icahn Automotive, IEH Auto Parts Holding LLC and its subsidiaries (collectively “Auto Plus”), an aftermarket parts distributor held within our Automotive segment, filed voluntary petitions in the United States Bankruptcy Court. As a result of Auto Plus’ filings for bankruptcy protections on January 31, 2023, we no longer controlled the operations of Auto Plus, and therefore, we deconsolidated Auto Plus as of January 31, 2023. See Note 3, “Subsidiary Bankruptcy and Deconsolidation”, for a detailed discussion of the Auto Plus bankruptcy and deconsolidation. Food Packaging We conduct our Food Packaging segment through our majority owned subsidiary, Viskase Companies, Inc. (“Viskase”). Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products. As of December 31, 2024, we owned approximately 91 % of the total outstanding common stock of Viskase. Real Estate We conduct our Real Estate segment through various wholly owned subsidiaries. Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to corporate tenants, the development and sale of single-family homes, and the operations of a resort and two country clubs. Home Fashion We conduct our Home Fashion segment through our wholly-owned subsidiary, WestPoint Home LLC (“WPH”). WPH’s business consists of manufacturing, sourcing, marketing, distributing and selling home fashion consumer products. Pharma We conduct our Pharma segment through our wholly owned subsidiary, Vivus LLC, formerly Vivus, Inc. (“Vivus”). 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. 2. Basis of Presentation and Summary of Significant Accounting Policies The audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the Investment Company Act. In addition, we do not invest or intend to invest in securities as our primary business. 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. 69 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Events beyond our control, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in our inadvertently becoming an investment company that is required to register under the Investment Company Act. Our sales of Federal-Mogul LLC, Tropicana Entertainment Inc., American Railcar Industries, Inc., Ferrous Resources Ltd., and PSC Metals in recent years did not result in our being considered an investment company. However, additional transactions involving the sale of certain assets could result in our being considered an investment company. Following such events or transactions, an exemption under the Investment Company Act would provide us up to one year to take steps to avoid becoming classified as an investment company. We expect to take steps to avoid becoming classified as an investment company, but no assurance can be made that we will successfully be able to take the steps necessary to avoid becoming classified as an investment company. Principles of Consolidation Our consolidated financial statements include the accounts of (i) Icahn Enterprises and (ii) the wholly and majority owned subsidiaries of Icahn Enterprises, in addition to variable interest entities (“VIEs”) in which we are the primary beneficiary. In evaluating whether we have a controlling financial interest in entities that we consolidate, we consider the following: (1) for voting interest entities, including limited partnerships and similar entities that are not VIEs, we consolidate these entities in which we own a majority of the voting interests; and (2) for VIEs, we consolidate these entities in which we are the primary beneficiary. See below for a discussion of our VIEs. Kick-out rights, which are the rights underlying the limited partners’ ability to dissolve the limited partnership or otherwise remove the general partners, held through voting interests of partnerships and similar entities that are not VIEs are considered the equivalent of the equity interests of corporations that are not VIEs. For entities over which the Company does not have significant influence, the Company accounts for its equity investment at fair value. Except for our Investment segment and Holding Company, for equity investments in which we own 50% or less but greater than 20%, we generally account for such investments using the equity method. All other equity investments are accounted for at fair value. Consolidated Variable Interest Entities We determined that Icahn Enterprises Holdings is a VIE because it is a limited partnership that lacks both substantive kick-out and participating rights. Although Icahn Enterprises is not the general partner of Icahn Enterprises Holdings, Icahn Enterprises is deemed to be the primary beneficiary of Icahn Enterprises Holdings principally based on its 99 % limited partner interest in Icahn Enterprises Holdings, as well as our related party relationship with the general partner, and therefore continues to consolidate Icahn Enterprises Holdings. Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and therefore, the balance sheets of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same. 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. At December 31, 2024, total assets related to the protected cell were $ 108 million and included in restricted cash in the consolidated balance sheet. Discontinued Operations and Assets Held For Sale We classify assets and liabilities as held for sale when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. 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, 70 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. GAAP, we classify operations as discontinued when they meet all the criteria to be classified as held for sale and when the sale represents a strategic shift that will have a major impact on our financial condition and results of operations. Use of Estimates in Preparation of Financial Statements The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Due to the inherent uncertainty involved in making estimates, actual results may differ from the estimates and assumptions used in preparing the consolidated financial statements. Reclassifications Certain reclassifications from the prior year presentation have been made to conform to the current year presentation, which did not have an impact on previously reported net income and equity and are not deemed material. Fair Value of Financial Instruments The carrying values of cash and cash equivalents, cash held at consolidated affiliated partnerships and restricted cash, accounts receivable, due from brokers, accounts payable, accrued expenses and other liabilities and due to brokers are deemed to be reasonable estimates of their fair values because of their short-term nature. See Note 5, “Investments,” and Note 6, “Fair Value Measurements,” for a detailed discussion of our investments and other non-financial assets and/or liabilities. The fair value of our long-term debt is based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. The carrying value and estimated fair value of our debt as of December 31, 2024 was approximately $ 6.8 billion and $ 6.6 billion, respectively. The carrying value and estimated fair value of our debt as of December 31, 2023 was approximately $ 7.2 billion and $ 6.9 billion, respectively. Acquisitions of Businesses We account for business combinations under the acquisition method of accounting (other than acquisitions of businesses under common control), which requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. 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. In valuing our acquisitions, we estimate fair values based on industry data and trends and by reference to relevant market rates and transactions, and discounted cash flow valuation methods, among other factors. 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 71 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 Acquisitions of or investments in entities under common control are reflected in a manner similar to pooling of interests. The general partner’s capital account or non-controlling interests, as applicable, are charged or credited for the difference between the consideration we pay for the entity and the related entity’s basis prior to our acquisition or investment. Net gains or losses of an acquired entity prior to its acquisition or investment date are allocated to the general partner’s capital account or non-controlling interests, as applicable. In allocating gains and losses upon the sale of a previously acquired common control entity, we allocate a gain or loss for financial reporting purposes by first restoring the general partner’s capital account or non-controlling interests, as applicable, for the cumulative charges or credits relating to prior periods recorded at the time of our acquisition or investment and then allocating the remaining gain or loss (“Common Control Gains or Losses”) among our general partner, limited partners and non-controlling interests, as applicable, in accordance with their respective ownership percentages. In the case of acquisitions of entities under common control, such Common Control Gains or Losses are allocated in accordance with their respective partnership percentages under the Amended and Restated Agreement of Limited Partnership dated as of May 12, 1987, as amended from time to time (together with the partnership agreement of Icahn Enterprises Holdings, the “Partnership Agreement”) (i.e., 98.01 % to the limited partners and 1.99 % to the general partner). Cash Flow Cash and cash equivalents and restricted cash and restricted cash equivalents in our consolidated statements of cash flows is comprised of (i) cash and cash equivalents and (ii) cash held at consolidated affiliated partnerships and restricted cash. Cash and Cash Equivalents 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 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 $ 0.9 billion and $ 1.1 billion as of December 31, 2024 and 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. 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. Investments and Related Transactions Investment Investment Transactions and Related Investment Income (Loss). 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 72 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the specific identification method. Realized and unrealized gains or losses on investments are recorded in the consolidated statements of operations. Interest income and expenses are recorded on an accrual basis and dividends are recorded on the ex-dividend date. Premiums and discounts on fixed income securities are amortized using the effective yield method. Investments held by our Investment segment are carried at fair value. Our Investment segment applies the fair value option to those investments that are otherwise subject to the equity method of accounting. Valuation of Investments. Securities of 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 Investment Funds. Foreign Currency Transactions. The books and records of the Investment Funds are maintained in U.S. dollars. Assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Transactions during the period denominated in currencies other than U.S. dollars are translated at the rate of exchange applicable on the date of the transaction. Foreign currency translation gains and losses are recorded in the consolidated statements of operations. The Investment Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities. Such fluctuations are reflected in net gain (loss) from investment activities in the consolidated statements of operations. Fair Values of Financial Instruments. The fair values of the Investment Funds’ assets and liabilities that qualify as financial instruments under applicable U.S. GAAP approximate the carrying amounts presented in the consolidated balance sheets. Securities Sold, Not Yet Purchased. The Investment Funds may sell an investment they do not own in anticipation of a decline in the fair value of that investment. When the Investment Funds sell an investment short, they must borrow the investment sold short and deliver it to the broker-dealer through which they made the short sale. A gain, limited to the price at which the Investment Funds sold the investment short, or a loss, unlimited in amount, will be recognized upon the cover of the short sale. Due From 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. Due from brokers may also include unrestricted balances with derivative counterparties. Due To Brokers. Due to brokers represents margin debit balances collateralized by certain of the Investment Funds’ investments in securities. Other Segments and Holding Company Investments in equity securities are carried at fair value with the unrealized gains or losses reflected in the consolidated statements of operations. For purposes of determining gains and losses, the cost of securities is based on specific identification. Dividend income is recorded on the ex-dividend date and interest income is recognized when earned. 73 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value Option for Financial Assets and Financial Liabilities The fair value option gives entities the option to measure eligible financial assets, financial liabilities and firm commitments at fair value (i.e., the fair value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value pursuant to the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 825, Financial Instrument s. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. Subsequent changes in fair value must be recorded in earnings. In estimating the fair value for financial instruments for which the fair value option has been elected, we use the valuation methodologies in accordance to where the financial instruments are classified within the fair value hierarchy as discussed in Note 6, “Fair Value Measurements.” For our Investment segment, we apply the fair value option to our investments that would otherwise be accounted under the equity method. Derivatives From time to time, our subsidiaries enter into derivative contracts, including purchased and written option contracts, swap contracts, futures contracts and forward contracts. U.S. GAAP requires recognition of all derivatives as either assets or liabilities in the balance sheet at their fair value. The accounting for changes in fair value depends on the intended use of the derivative and its resulting designation. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item or are deferred and reported as a component of accumulated other comprehensive loss and subsequently recognized in earnings when the hedged item affects earnings. The change in fair value of the ineffective portion of a financial instrument, determined using the hypothetical derivative method, is recognized in earnings immediately. The gain or loss related to financial instruments that are not designated as hedges are recognized immediately in earnings. Cash flows related to hedging activities are included in the operating section of the consolidated statements of cash flows. For further information regarding our derivative contracts, see Note 7, “Financial Instruments.” Accounts Receivable, Net Accounts receivable, net consists of trade receivables from customers, including contract assets when we have an unconditional right to receive consideration. An allowance is based on historical loss experience, expected credit losses from current economic conditions, and management’s expectations of future economic conditions. Inventories Energy Our Energy segment inventories consist primarily of domestic and foreign crude oil, blending stock and components, work in progress, fertilizer products, refined fuels and by-products and renewable diesel, all of which are valued at the lower of first-in, first-out (“FIFO”) basis method cost or net realizable value. Other inventories, including other raw materials, spare parts and supplies, are valued at the lower of moving-average cost, which approximates FIFO, or net realizable value. The cost of inventories includes inbound freight costs. Automotive, Food Packaging, Home Fashion and Pharma Our Automotive, Food Packaging, Home Fashion and Pharma segments’ inventories are stated at the lower of cost or net realizable value. Cost is determined by using the 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 $ 168 million and $ 228 million as of December 31, 2024 and 2023, respectively, all of which 74 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS relates to finished goods. The cost of manufactured goods includes the cost of direct materials, labor and manufacturing overhead. Our Automotive, Food Packaging, Home Fashion and Pharma segments write-down inventory for estimated excess, slow-moving and obsolete inventory as well as inventory whose carrying value is in excess of net realizable value. Long-Lived Assets Long-lived assets such as property, plant, and equipment, and definite-lived intangible assets are recorded at cost or fair value established at acquisition, less accumulated depreciation or amortization, unless the expected future use of the assets indicate a lower value is appropriate. Long-lived assets are evaluated for impairment when impairment indicators exist. An evaluation of impairment consists of reviewing the carrying value of a long-lived asset for recoverability. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying value of a long-lived asset is not determined to be recoverable, 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. Depreciation and amortization are computed principally by the straight-line method for financial reporting purposes. During the second quarter of 2023, a significant tenant of a commercial high-rise property within our Real Estate segment was notified of default for non-payment. The tenant was unable to cure the default status and the lease was terminated. We considered this default, along with other facts and circumstances, a triggering event for potential impairment and we assessed the carrying value of this long-lived asset for recoverability using the undiscounted cash flow method during the second quarter of 2023. We determined the total undiscounted cash flows of the property exceeded its carrying value and therefore, no impairment is required. Land and construction in progress are stated at the lower of cost or net realizable value. Interest is capitalized on expenditures for long-term projects until a salable or ready-for-use condition is reached. The interest capitalization rate is based on the interest rate on specific borrowings to fund the projects. Costs for planned major maintenance activities (“turnarounds”) for our Energy segment represent major maintenance activities that require shutdown of significant parts of a plant to perform necessary inspection, cleaning, repairs, and replacement of assets. Our Energy segment’s turnaround expenditures are deferred for its petroleum business and expensed as incurred for its nitrogen fertilizer business. Turnarounds generally occur every four to five years for our Energy segment’s refineries and generally every three years for its nitrogen fertilizer plants. Deferred turnaround costs, net of accumulated amortization, are included in other assets in the consolidated financial statements. Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets primarily include trademarks and brand names acquired in acquisitions. For a complete discussion of the impairment of goodwill and indefinite-lived intangible assets related to our various segments, see Note 11, “Goodwill and Intangible Assets, Net.” Goodwill Goodwill is determined as the excess of the fair value of consideration transferred in a business combination over the net amounts of identifiable assets acquired and liabilities assumed. Goodwill is reviewed for impairment annually, or more frequently if impairment indicators exist. An impairment exists when a reporting unit’s carrying value exceeds its fair value. When performing the goodwill impairment testing, we first consider qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Qualitative factors include considering macroeconomic conditions, industry and market conditions, overall financial performance and other factors. 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 75 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS projections, guideline transaction multiples, and multiples of current and future earnings. The impairment charge, if any, is the excess of the tested reporting unit’s carrying value over its fair value, limited to the total amount of goodwill allocated to the tested reporting unit. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets are stated at fair value established at acquisition or cost. These indefinite-lived intangible assets are reviewed for impairment annually, or more frequently if impairment indicators exist. An impairment exists when a trademark or brand names’ carrying value exceeds its fair value. 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. In the fourth quarter of 2023, our Automotive segment recognized an impairment charge of $ 7 million, representing the excess of the assets’ carrying value over their fair value. Pension and Other Post-Retirement Benefit Plan Obligations Post-retirement benefit liabilities were $ 25 million and $ 34 million as of December 31, 2024 and 2023, respectively, and are included in accrued expenses and other liabilities in our consolidated balance sheets. Appropriate actuarial methods and assumptions are used in accounting for defined benefit pension plans and other post-retirement benefit plans. These assumptions include long-term rate of return on plan assets, discount rates and other factors. Actual results that differ from the assumptions used are accumulated and amortized over future periods. Therefore, assumptions used to calculate benefit obligations as of the end of the year directly impact the expense to be recognized in future periods. The measurement date for all defined benefit plans is December 31 of each year. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is included in the limited partners and general partner components of equity in the consolidated balance sheets in the amounts of $ 61 million and $ 55 million as of December 31, 2024 and 2023, respectively. Refer to Note 17, “Changes in Accumulated Other Comprehensive Loss,” for further information. Allocation of Net Profits and Losses in Consolidated Affiliated Partnerships Net investment income and net realized and unrealized gains and losses on investments of the Investment Funds are allocated to the respective partners of the Investment Funds based on their percentage ownership in such Investment Funds on a monthly basis. Except for our limited partner interest, such allocations made to the limited partners of the Investment Funds are represented as non-controlling interests in our consolidated statements of operations. General Partnership Interest of Icahn Enterprises The general partner’s capital account generally consists of its cumulative share of our net income less cash distributions plus capital contributions. 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. Capital Accounts, as defined under the Partnership Agreement, are maintained for our general partner and our limited partners. The capital account provisions of our Partnership Agreement incorporate principles established for U.S. federal income tax purposes and are not comparable to the equity accounts reflected under U.S. GAAP in our consolidated financial statements. 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. 76 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Generally, net earnings for U.S. federal income tax purposes are allocated 1.99 % and 98.01 % between the general partner and the limited partners, respectively, in the same proportion as aggregate cash distributions made to the general partner and the limited partners during the period. This is generally consistent with the manner of allocating net income under our Partnership Agreement; however, it is not comparable to the allocation of net income reflected in our consolidated financial statements. Pursuant to the Partnership Agreement, in the event of our dissolution, after satisfying our liabilities, our remaining assets would be divided among our limited partners and the general partner in accordance with their respective percentage interests under the Partnership Agreement. If a deficit balance still remains in the general partner’s capital account after all allocations are made between the partners, the general partner would not be required to make whole any such deficit. Basic and Diluted Income Per LP Unit For Icahn Enterprises, basic income (loss) per LP unit is based on net income or loss attributable to Icahn Enterprises allocated to limited partners. Net income or loss allocated to limited partners is divided by the weighted-average number of LP units outstanding. Diluted income (loss) per LP unit, when applicable, is based on basic income (loss) adjusted for the potential effect of dilutive securities as well as the related weighted-average number of units and equivalent units outstanding. For accounting purposes, when applicable, earnings prior to dates of acquisitions of entities under common control are excluded from the computation of basic and diluted income per LP unit as such earnings are allocated to our general partner. 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. Provision has been made for federal, state, local or foreign income taxes on the results of operations generated by our corporate subsidiaries and these are reflected within continuing and discontinued operations. 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 carry forwards. 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. Deferred tax assets are limited to amounts considered to be realizable in future periods. A valuation allowance is recorded against deferred tax assets if management does not believe that we have met the “more-likely-than-not” standard to allow recognition of such an asset. U.S. GAAP provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if the position is “more-likely-than-not” to be sustained if the position were to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. If an uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is greater than 50 percent likely to be recognized upon ultimate settlement with the taxing authority is recorded. See Note 16, “Income Taxes,” for additional information. Leases 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 77 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS assets. Leases in which we are the lessor are primarily within our Automotive segment and Real Estate segment. Refer to Note 12, “Leases,” for additional information regarding our operating leases. In addition, all of our businesses, including our Real Estate segment, enter into lease arrangements as the lessee. The following is our accounting policy for leases in which we are the lessee. All Segments and Holding Company Leases are classified as either operating or financing by the lessee depending on whether or not the lease terms provide for control of the underlying asset to be transferred to the lessee. When control transfers to the lessee, we classify the lease as a financing lease. All other leases are recorded as operating leases. Effective January 1, 2019, for all leases with an initial lease term in excess of twelve months, we record a right-of-use asset with a corresponding liability in the consolidated balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at commencement of the lease based on the present value of the lease payments over the lease term. Right-of-use assets are adjusted for any lease payments made on or before commencement of the lease, less any lease incentives received. As most of our leases do not provide an implicit rate, we use the incremental borrowing rate with respect to each of our businesses based on the information available at commencement of the lease in determining the present value of lease payments. We use the implicit rate when readily determinable. The lease terms used in the determination of our right-of-use assets and lease liabilities reflect any options to extend or terminate the lease when it is reasonably certain that we will exercise such option. We and our subsidiaries, independently of each other, apply a portfolio approach to account for the right-of-use assets and lease liabilities when we or our subsidiaries do not believe that applying the portfolio approach would be materially different from accounting for right-of-use assets and lease liabilities individually. Operating lease costs are recorded as a single expense recognized on a straight-line basis over the lease term. Operating lease right-of-use assets are amortized for the difference between the straight-line expense less the accretion of interest of the related lease liability. 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 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. Assets leased to others are depreciated on a straight-line basis over the useful lives of the assets, ranging from 5 years to 39 years . Lease revenue is recognized on a straight-line basis over the lease term. Cash receipts for all lease payments received are included in net cash flows from operating activities in the consolidated statements of cash flows. Revenue From Contracts With Customers and Contract Balances Due to the nature of our business, we derive revenue from various sources in various industries. With the exception of all of our Investment segment’s and our Holding Company’s revenues, and our Real Estate and Automotive segments’ leasing revenue, our revenue is generally derived from contracts with customers in accordance with U.S. GAAP. Such revenue from contracts with customers is included in net sales and other revenues from operations in the consolidated statements of operations; however, our Real Estate and Automotive segments’ leasing revenue, as disclosed in Note 12, “Leases,” is also included in other revenues from operations. 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 78 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS and Automotive segments. See Note 15, “Segment and Geographic Reporting,” for our complete disaggregation of revenue information. In addition, we disclose additional information with respect to revenue from contracts with customers and contract balances for our segments below. Energy Revenue: Our Energy segment revenues are generated from contracts with customers and are recognized at a point in time when performance obligations are satisfied by transferring control of the products or services to a customer. The transfer of control occurs upon shipment or delivery of the product, as the customer accepts the product, has title and significant risks and rewards of ownership of the product, physical possession of the product has been transferred, and we have the right to payment. ​ The transaction prices of our Energy segment’s contracts are either fixed or based on market indices, and any uncertainty related to the variable consideration when determining the transaction price is resolved on the pricing date or the date when the product is delivered. The payment terms depend on the product and type of contract, but generally require customers to pay within 30 days or less, and do not contain significant financing components. ​ Any pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of goods sold. Non-monetary product exchanges and certain buy/sell transactions which are entered into in the normal course of business are included on a net cost basis in cost of goods sold. Qualifying excise and other taxes collected from customers and remitted to governmental authorities are recorded as a reduction of the transaction price. ​ Certain sales contracts of the petroleum business require customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer. Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring the product to the customer. An associated receivable is recorded for uncollected prepaid contract amounts. ​ As of December 31, 2024, our Energy segment had $ 8 million of remaining performance obligations for contracts with an original expected duration of more than one year. Our Energy segment expects to recognize approximately $ 4 million of these performance obligations as revenue by the end of 2025 , an additional $ 3 million by the end of 2026 , and the remaining balance thereafter. Contract balances: Our Energy segment’s deferred revenue is a contract liability that primarily relates to fertilizer sales contracts requiring customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer. Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring product to the customer. An associated receivable is recorded for uncollected prepaid contract amounts. Contracts requiring prepayment are generally short-term in nature and, as discussed above, revenue is recognized at the point in time in which the customer obtains control of the product. In addition, it includes deferred revenue associated with agreements entered into with third-party investors that has allowed our Energy segment to monetize certain tax credits available under Section 45Q of the Internal Revenue Code (the “45Q Transaction”). Our Energy segment had deferred revenue of $ 78 million and $ 49 million as of December 31, 2024 and 2023, respectively. Deferred revenue is included in accrued expense and other liabilities in the consolidated balance sheets. 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. Automotive Revenue: 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 79 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. 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. Automotive services labor revenues are included in other revenues from operations in our consolidated statements of operations; however, the sale of any installed parts or materials related to automotive services are included in net sales. Our Automotive segment recognizes revenues from extended warranties offered to its customers on tires its sells, including lifetime warranties for road hazard assistance (recognized over 3 years) and 1-year, 3-year and lifetime plans for alignments (recognized over 1 year, 3 years and 5 years, respectively), for which it receives payment upfront. Revenues from extended warranties are recognized over the term of the warranty contract with the satisfaction of its performance obligations measured using the output method. Our Automotive segment recognizes revenues from franchise royalties, for which it receives payment over time, in the period in which royalties are earned, generally based on a percentage of franchise sales and are included in other revenues from operations in the consolidated statements of operations. Contract balances: Our Automotive segment 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, 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 Our Food Packaging segment revenues are recognized at the time products are shipped to the customer, under F.O.B. shipping point or F.O.B. port terms, which is the point at which title is transferred, the customer has the assumed risk of loss, and payment has been received or collection is reasonably assumed. Revenues are net of discounts, rebates and allowances. Viskase records all labor, raw materials, in-bound freight, plant receiving and purchasing, warehousing, handling and distribution costs as a component of costs of goods sold. Home Fashion Our Home Fashion segment records revenue upon delivery and when title is transferred and the customer has assumed the risk of loss. Unless otherwise agreed in writing, title and risk of loss pass from WPH to the customer when WPH delivers the merchandise to the designated point of delivery, to the designated point of destination or to the designated carrier, free on board. Provisions for certain rebates, sales incentives, product returns and discounts to customers are recorded in the same period the related revenue is recorded. Pharma Our Pharma segment records product and supply revenue at the time of shipment at which time it has satisfied its performance obligations. Product revenue represents the significant majority of our Pharma segment’s revenue and is recognized net of estimated returns as well as net of consideration paid to customers, wholesalers and certified pharmacies for services rendered in accordance with their respective services network agreements and includes a fixed rate per prescription shipped and monthly program management and data fees. Consideration fees are not deemed sufficiently separable from the customers’ purchase of the products and therefore, such fees are recorded as a reduction of revenue at the time of revenue recognition. Our Pharma segment, as the principal party in a supply arrangement, recognizes supply revenue on a gross basis. Our Pharma segment also recognizes license and royalty revenue, which are not significant. 80 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Revenue and Expense Recognition Real Estate Revenue Recognition: Revenue from real estate sales and related costs are recognized at the time of closing primarily by specific identification. The properties comprising our net lease portfolio are leased to others under long-term net leases classified as operating leases and we account for these leases in accordance with applicable U.S. GAAP. Operating lease revenue is recognized on a straight-line basis over the lease term. Energy Shipping Costs: Our Energy segment’s pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of goods sold. Automotive 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 Aftermarkets Parts business which was substantially exited in 2024. Environmental Liabilities We recognize environmental liabilities when a loss is probable and reasonably estimable. Estimates of these costs are based upon currently available facts, internal and third-party assessments of contamination, available remediation technology, site-specific costs, and currently enacted laws and regulations. In reporting environmental liabilities, no offset is made for potential recoveries. Loss contingency accruals, including those for environmental remediation, are subject to revision as further information develops or circumstances change, and such accruals can take into account the legal liability of other parties. Environmental expenditures are capitalized at the time of the expenditure when such costs provide future economic benefits. Litigation On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable losses, we make estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made. Foreign Currency Translation Exchange adjustments related to international currency transactions and translation adjustments for international subsidiaries whose functional currency is the U.S. dollar (principally those located in highly inflationary economies) are reflected in the consolidated statements of operations. Translation adjustments of international subsidiaries for which the local currency is the functional currency are reflected in the consolidated balance sheets as a component of accumulated other comprehensive income. Deferred taxes are not provided on translation adjustments, other than for intercompany loans not designated as permanently reinvested, as the earnings of the subsidiaries are considered to be permanently reinvested. 81 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Concentrations of credit risk Concentrations of credit risk relate primarily to derivative instruments from our Investment segment. See Note 7, “Financial Instruments,” for further discussion. In addition, at our Holding Company, financial instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalent deposits. These cash and cash equivalent deposits are maintained with several financial institutions. The deposits held at the various financial institutions may exceed federally insured limits. Exposure to this credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings and, therefore, we believe these deposits bear minimal credit risk. Adoption of New Accounting Standards 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 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. The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendment requires the following disclosures for equity securities subject to contractual sale restrictions: the fair value of equity securities subject to contractual sale restrictions; the nature and remaining duration of the restriction(s); and the circumstances that could cause a lapse in the restriction(s). The amended guidance is effective January 1, 2024 on a prospective basis. 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. 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 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. 82 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. Subsidiary Bankruptcy and Deconsolidation On January 31, 2023, Auto Plus, an Aftermarket Parts distributor held within our Automotive segment, filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code. On May 2, 2023, the Bankruptcy Court approved a global settlement in the Chapter 11 Cases between Auto Plus, its non-Auto Plus affiliates, and the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases (the “Committee”) that provides for a guaranteed recovery to unsecured creditors, the payment of all administrative and priority claims in the Chapter 11 Cases, and the resolution of all disputes between Auto Plus, its non-Auto Plus affiliates, and the Committee. On May 19, 2023, the Bankruptcy Court approved five sales of Auto Plus’ assets to five different bidders pursuant to Section 363 of the Bankruptcy Code, comprising a significant majority of Auto Plus’ total assets (the “363 Sales”). AEP PLC was the buyer for one of the 363 Sales, pursuant to a credit bid of $ 10 million for a portion of its senior secured debtor-in-possession loan to Auto Plus. The last of the 363 Sales closed on June 12, 2023. The proceeds of the 363 Sales have been and will continue to be used to satisfy obligations to Auto Plus’ creditors. On June 16, 2023, the Bankruptcy Court entered an order approving Auto Plus’ Third Amended Combined Disclosure Statement and Joint Plan of Liquidation (the “Bankruptcy Plan”). The effective date of the Bankruptcy Plan occurred on October 6, 2023. The Bankruptcy Plan provides for the orderly liquidation of Auto Plus and distribution of its assets. ​ As a result of the filing of the Chapter 11 Cases, the Company determined that it no longer controls Auto Plus under the criteria set out in FASB ASC Topic 810, “Consolidation” and deconsolidated its investment effective January 31, 2023. In order to deconsolidate Auto Plus, we removed the carrying values of the assets and liabilities of Auto Plus as of January 31, 2023 and recorded our investment in Auto Plus at zero resulting in a non-cash charge of $ 246 million during the year ended December 31, 2023. ​ 4. Related Party Transactions Our second amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act. The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates. 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, representing approximately 35 % and 39 % of the Investment Funds’ assets under management as of each respective date. Mr. 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). Effective April 1, 2011, based on an expense-sharing arrangement, certain expenses borne by us are reimbursed by the Investment Funds. 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. 83 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Auto Plus and AEP PLC As discussed in Note 3. “Subsidiary Bankruptcy and Deconsolidation,” Auto Plus was deconsolidated as of January 31, 2023. Subsequent to January 31, 2023, Auto Plus had certain transactions with entities within our Automotive and Real Estate segments. Agreements and transactions include (i) lease agreements between Auto Plus and entities in the Automotive segment in which Auto Plus is the lessee, (ii) lease agreements between Auto Plus and entities in the Automotive segment in which Auto Plus is the lessor, (iii) auto parts purchases by entities in the Automotive segment from Auto Plus, (iv) auto parts sales from entities within the Automotive segment to Auto Plus, and (v) lease agreements between entities in the Real Estate segment and Auto Plus in which Auto Plus is the lessee. For the eleven months from the date of deconsolidation of January 31, 2023 through December 31, 2023, the total lease revenues of entities within the Automotive segment from leases with Auto Plus was $ 3 million. Total inventory purchases of entities within the Automotive segment from Auto Plus were $ 4 million. For the eleven months from the date of deconsolidation of January 31, 2023 through December 31, 2023, the total lease revenues of entities within the Real Estate segment from Auto Plus were $ 3 million. Note Receivable from Auto Plus In connection with the Auto Plus bankruptcy filing, we entered into a priming, senior secured, super priority debtor-in-possession credit facility with Auto Plus (the “DIP Credit Facility”) on January 31, 2023, under which (i) we agreed to provide new loans in an aggregate amount of up to $ 75 million and (ii) subject to final approval of the DIP Credit Facility by the Bankruptcy Court, all the loans under our pre-petition credit facility with Auto Plus would be rolled-up and converted into loans under the DIP Credit Facility. On February 6, 2023, we loaned $ 17 million in cash pursuant to the DIP Credit Facility. On May 2, 2023, we converted and rolled up our related party note receivable with our existing loans under the DIP Credit Facility. We collected cash for the repayment of the note receivable of $ 48 million as of December 31, 2024. 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. ​ AEP PLC In connection with the Auto Plus auction, AEP PLC acquired $ 10 million of assets mostly comprised of Aftermarket Parts inventory during the year ended December 31, 2023. The transaction was considered an asset acquisition, as the group of assets acquired by AEP PLC does not meet the definition of a business defined in FASB ASC Topic 805. The results of AEP PLC are consolidated within our Automotive segment at December 31, 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 On October 1, 2020, we entered into a manager agreement with Brett Icahn, the son of Carl C. Icahn, and affiliates of Brett Icahn. Under the manager agreement, Brett Icahn serves as the portfolio manager of a designated portfolio of assets within the Investment Funds over a seven-year term, subject to veto rights by our Investment segment and Carl C. Icahn. On May 5, 2022, we entered into an amendment to the manager agreement, which allows the Investment Funds to add, from time to time, two additional separately tracked portfolios, in addition to the existing portfolios, which will not be subject to the manager agreement. Additionally, Brett Icahn provides certain other services, at our request, which may entail research, analysis and advice with respect to a separate designated portfolio of assets within the Investment Funds. Subject to the terms of the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one -time lump sum payment as described in and computed pursuant to the manager agreement. 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 84 Table of Contents 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. As of December 31, 2024 and 2023, Brett Icahn had investments in the Investment Funds with a total fair market value of $ 17 million and $ 28 million, respectively. On October 1, 2020, we entered into a restricted unit agreement with Brett Icahn pursuant to the 2017 Incentive Plan whereby Brett Icahn was awarded a grant of 239,254 restricted depositary units of Icahn Enterprises which will vest over seven years , subject to the terms and conditions of that agreement. We also entered into a guaranty agreement with an affiliate of Brett Icahn, pursuant to which we guaranteed the payment of certain amounts required to be distributed by the Investment Funds to such affiliate pursuant to the terms and conditions of the manager agreement. 5. Investments Investment Investments and securities sold, not yet purchased consist of equities, bonds, bank debt and other corporate obligations, all of which are reported at fair value in our consolidated balance sheets. In addition, our Investment segment has certain derivative transactions which are discussed in Note 7, “Financial Instruments.” The carrying value and detail by security type, including business sector for equity securities, with respect to investments and securities sold, not yet purchased held by our Investment segment consist of the following: ​ 85 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 ​ ​ (in millions) Assets ​ ​ ​ ​ ​ ​ Investments: ​ ​ Equity securities: ​ ​ Communications ​ $ 129 ​ $ — Consumer, cyclical ​ 277 ​ 260 Energy ​ 57 ​ 708 Utilities ​ 792 ​ 1,012 Healthcare ​ 482 ​ 440 Technology ​ — ​ 139 Materials ​ 317 ​ 52 Industrial ​ 187 ​ — ​ ​ 2,241 ​ 2,611 Debt securities: ​ ​ ​ ​ ​ ​ Financials ​ ​ — ​ ​ 158 Real Estate ​ ​ 31 ​ ​ 44 Communications ​ ​ — ​ ​ 85 ​ ​ 31 ​ 287 ​ ​ $ 2,272 ​ $ 2,898 Liabilities ​ ​ Securities sold, not yet purchased, at fair value: ​ ​ Equity securities: ​ ​ Consumer, non-cyclical ​ $ — ​ $ 41 Consumer, cyclical ​ — ​ 3 Energy ​ 460 ​ 2,146 Utilities ​ 453 ​ 610 Materials ​ 133 ​ 350 Industrial ​ ​ 107 ​ ​ 138 ​ ​ ​ 1,153 ​ ​ 3,288 Debt securities: ​ ​ ​ ​ ​ ​ Communications ​ ​ 220 ​ ​ ​ Materials ​ ​ — ​ ​ 185 ​ ​ 220 ​ 185 ​ ​ $ 1,373 ​ $ 3,473 ​ ​ ​ ​ ​ ​ ​ ​ 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. Investments become subject to the equity method of accounting when we possess the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when we possess more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. Conversely, there is a presumption that for investments in which we have less than 20% of the voting interests of the investee that we do not have the ability to exercise significant influence. However, 86 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS such presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is present, such as when we have representation on the board of directors of such investee. After considering specific facts and circumstances, including the collective ownership in entities by the Investment Funds and affiliates of Mr. 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Voting ​ Fair Value of ​ Gains (Losses) ​ ​ Interests ​ Investment ​ Recognized in Other loss, net ​ ​ December 31, ​ December 31, ​ Year Ended December 31, ​ 2024 ​ 2024 2023 ​ 2024 2023 2022 ​ ​ ​ (in millions) Xerox Holding Corporation ​ 0.0 % ​ $ — ​ $ — ​ $ — ​ $ 60 $ ( 230 ) ​ ​ ​ ​ $ — ​ $ — ​ $ — ​ $ 60 $ ( 230 ) ​ 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. ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 ​ Xerox ​ (in millions) Net sales/Other revenue from operations $ 7,107 ​ Cost of goods sold/Other expenses from operations ​ 7,435 ​ Net loss ​ ( 322 ) ​ Net loss attributable to investee shareholders ( 322 ) ​ ​ Other Segments and Holding Company With the exception of certain equity method investments at our operating subsidiaries and our Holding Company disclosed in the table below, our investments are measured at fair value in our consolidated balance sheets. The carrying value of investments held by our other segments and our Holding Company consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 ​ ​ (in millions) Equity method investments ​ $ 24 ​ $ 100 Held to maturity debt investments measured at amortized cost ​ ​ 11 ​ ​ 11 Other investments measured at fair value ​ 3 ​ 3 ​ ​ $ 38 ​ $ 114 ​ 87 Table of Contents 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. 6. Fair Value Measurements U.S. GAAP requires enhanced disclosures about assets and liabilities that are measured and reported at fair value and has established a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of, and the characteristics specific to, the assets and liabilities. Assets and liabilities with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories: Level 1 - Quoted prices are available in active markets for identical assets and liabilities as of the reporting date. Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies where all significant inputs are observable. The inputs and assumptions of our Level 2 assets and liabilities are derived from market observable sources including reported trades, broker/dealer quotes and other pertinent data. Level 3 - Pricing inputs are unobservable for the assets and liabilities and include situations where there is little, if any, market activity for the assets and liabilities. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the assets and liabilities. Significant transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period when changes in circumstances require such transfers. 88 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes the valuation of our assets and liabilities by the above fair value hierarchy levels measured on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total ​ ​ (in millions) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments (Note 5) ​ $ 2,203 ​ $ 31 ​ $ 41 ​ $ 2,275 ​ $ 2,730 ​ $ 129 ​ $ 42 ​ $ 2,901 Derivative assets, net (Note 7) ​ — ​ 22 ​ — ​ 22 ​ — ​ 64 ​ — ​ 64 ​ ​ $ 2,203 ​ $ 53 ​ $ 41 ​ $ 2,297 ​ $ 2,730 ​ $ 193 ​ $ 42 ​ $ 2,965 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities sold, not yet purchased (Note 5) ​ $ 1,153 ​ $ 220 ​ $ — ​ $ 1,373 ​ $ 3,288 ​ $ 185 ​ $ — ​ $ 3,473 Derivative liabilities, net (Note 7) ​ 6 ​ 750 ​ — ​ 756 ​ — ​ 979 ​ — ​ 979 Other liabilities ​ — ​ 323 ​ — ​ 323 ​ — ​ 329 ​ — ​ 329 ​ ​ $ 1,159 ​ $ 1,293 ​ $ — ​ $ 2,452 ​ $ 3,288 ​ $ 1,493 ​ $ — ​ $ 4,781 ​ Refer to Note 20, “Pension and Other Post-Retirement Benefit Plans,” for our Food Packaging segment’s defined benefit plan assets measured at fair value on a recurring basis as of December 31, 2024 and 2023. There were no changes in investments measured at fair value on a recurring basis for which we use Level 3 inputs during the years ended December 31, 2024 and 2023. A ssets Measured at Fair Value on a Non-Recurring Basis for Which We Use Level 3 Inputs to Determine Fair Value ​ Energy ​ CVR Partners performed a non-recurring fair value measurement of the equity interest received as part of the 45Q Transaction. Such valuation used a combination of the market approach and the discounted cash flow methodology with key inputs including the discount rate, contractual and expected future cash flows, and market multiples. CVR Partners determined the estimated fair value of the consideration received to be $ 46 million in the first quarter of 2023. ​ Holding Company ​ The estimated fair value of the Company’s note receivable from Auto Plus was measured at January 31, 2023 using the income approach with Level 3 inputs by discounting the forecasted cash inflows associated with the note using an estimated market discount rate. The Company measured the fair value of the related party note using the practical expedient for a collateral-dependent loan in accordance with ASC Topic 326 to determine the allowance based on the fair value of collateral less costs to sell. The collateral for the note primarily consists of cash and accounts receivable. The Company estimated the fair value of the accounts receivable by using an average from a range of expected cash collection projections. We determined the estimated fair value to be $ 7 million at December 31, 2024. ​ 89 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. Financial Instruments Overview Investment 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, 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. Risks arise with these financial instruments from potential counterparty non-performance and from changes in the market values of underlying instruments. Credit concentrations may arise from investment activities and may be impacted by changes in economic, industry or political factors. The Investment Funds routinely execute transactions with counterparties in the financial services industry, resulting in credit concentration with respect to the financial services industry. In the ordinary course of business, the Investment Funds may also be subject to a concentration of credit risk to a particular counterparty. The Investment Funds seek to mitigate these risks by actively monitoring exposures, collateral requirements and the creditworthiness of their counterparties. The Investment Funds have entered into various types of swap contracts with other counterparties. These agreements provide that they are entitled to receive or are obligated to pay in cash an amount equal to the increase or decrease, respectively, in the value of the underlying shares, debt and other instruments that are the subject of the contracts, during the period from inception of the applicable agreement to its expiration. 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 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. A futures contract is a firm commitment to buy or sell a specified quantity of a standardized amount of a deliverable grade commodity, security, currency or cash at a specified price and specified future date unless the contract is closed before the delivery date. Payments (or variation margin) are made or received by the Investment Funds each day, depending on the daily fluctuations in the value of the contract, and the whole value change is recorded as an unrealized gain or loss by the Investment Funds. When the contract is closed, the Investment Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. 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. The Investment Funds may also enter into foreign currency contracts for purposes other than hedging denominated securities. When entering into a foreign currency forward contract, the Investment Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date unless the contract is closed before such date. The Investment Funds record unrealized gains or losses on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into such contracts and the forward rates at the reporting date. 90 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Investment Funds may also purchase and write option contracts. As a writer of option contracts, the Investment Funds receive a premium at the outset and then bear the market risk of unfavorable changes in the price of the underlying financial instrument. As a result of writing option contracts, the Investment Funds are obligated to purchase or sell, at the holder’s option, the underlying financial instrument. Accordingly, these transactions result in off-balance-sheet risk, as the Investment Funds’ satisfaction of the obligations may exceed the amount recognized in our consolidated balance sheets. Certain terms of the Investment Funds’ contracts with derivative counterparties, which are standard and customary to such contracts, contain certain triggering events that would give the counterparties the right to terminate the derivative instruments. In such events, the counterparties to the derivative instruments could request immediate payment on derivative instruments in net liability positions. There were no Investment Funds’ derivative instruments with credit-risk-related contingent features in a liability position as of December 31, 2024 and 2023. The following table summarizes the volume of our Investment segment’s derivative activities based on their notional exposure, categorized by primary underlying risk: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ Long Notional Exposure Short Notional Exposure Long Notional Exposure Short Notional Exposure ​ ​ ​ (in millions) Primary underlying risk: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity contracts ​ $ 1,813 ​ $ 1,845 ​ $ 1,882 ​ $ 2,350 Credit contracts (1) ​ 185 ​ 55 ​ ​ — ​ 435 Commodity contracts ​ — ​ 90 ​ ​ — ​ 409 (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. However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is $ 0.4 billion as of December 31, 2023. Certain derivative contracts executed by each of the Investment Funds with a single counterparty are reported on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement. Values for the derivative financial instruments, principally swaps, forwards, over-the-counter options and other conditional and exchange contracts, are reported on a net-by-counterparty basis. 91 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the fair values of our Investment segment’s derivatives that are not designated as hedging instruments in accordance with U.S. GAAP: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ Derivative Liabilities ​ December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 ​ ​ ​ (in millions) Equity contracts ​ $ 81 ​ $ 11 ​ $ 853 ​ $ 999 Credit contracts ​ 18 ​ 39 ​ 6 ​ 2 Commodity contracts ​ 22 ​ 14 ​ — ​ 3 Sub-total ​ 121 ​ 64 ​ 859 ​ 1,004 Netting across contract types (1) ​ ( 103 ) ​ ( 25 ) ​ ( 103 ) ​ ( 25 ) Total (1) ​ $ 18 ​ $ 39 ​ $ 756 ​ $ 979 (1) Excludes netting of cash collateral received and posted. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain (Loss) Recognized in Income (1) ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ Equity contracts $ ( 201 ) ​ $ ( 903 ) ​ $ 456 Credit contracts ( 29 ) ​ ( 87 ) ​ ( 586 ) Commodity contracts 16 ​ ( 26 ) ​ ( 1 ) ​ $ ( 214 ) ​ $ ( 1,016 ) ​ $ ( 131 ) (1) Gains (losses) recognized on derivatives are classified in net (loss) gain from investment activities in our consolidated statements of operations for our Investment segment. Energy CVR Energy’s businesses are subject to fluctuations of commodity prices caused by supply and economic conditions, weather, interest rates, and other factors. To manage price risk on crude oil and other inventories and to fix margins on future sales and purchases, CVR Energy from time to time enters into various commodity derivative transactions and holds derivative instruments, such as futures and swaps, which it believes provide an economic hedge on future transactions, but such instruments are not designated as hedge instruments. CVR Energy may enter into forward purchase or sale contracts associated with its feedstocks, expected future gasoline and diesel production and/or renewable identification numbers (“RINs”). 92 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ Derivative Liabilities ​ December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 ​ ​ ​ (in millions) Commodity contracts ​ $ 17 ​ $ 31 ​ $ 13 ​ $ 6 Netting across contract types (1) ​ ( 13 ) ​ ( 6 ) ​ ( 13 ) ​ ( 6 ) Total (1) ​ $ 4 ​ $ 25 ​ $ — ​ $ — (1) Excludes netting of derivatives primarily related to initial margin requirements of $ 3 million and $ 13 million at December 31, 2024 and 2023, respectively, which was not offset against derivatives liabilities, net in the consolidated balance sheets. ​ ​ Certain derivative instruments within our Energy segment contain credit risk-related contingent provisions associated with our Energy segments’ credit ratings. If our Energy segments’ credit rating were to be downgraded, it would allow the counterparty to require our Energy segment to post collateral or to request, immediate, full settlement of derivative instruments in liability positions. There were no derivative liabilities in our Energy segments’ derivative instruments with credit-risk-related contingent features as of December 31, 2024 and 2023, and no collateral has been posted. Gains and (losses) recognized on derivatives for our Energy segment were $ 13 million, $ 5 million and $( 55 ) million for the years ended December 31, 2024, 2023 and 2022, respectively. Gains and (losses) recognized on derivatives for our Energy segment are included in cost of goods sold on the consolidated statements of operations. 8. Related Party Notes Receivable, Net Related party notes receivable and its related allowance for expected credit losses consists of the following: ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ Related party notes receivable, gross ​ $ 19 Less: Allowance for expected credit losses ​ ​ 12 Related party notes receivable, net ​ $ 7 ​ ​ ​ ​ Allowance for expected credit losses: ​ ​ ​ Beginning Balance as of December 31, 2023 ​ $ 12 Credit loss provision ​ ​ - Write-offs ​ ​ - Ending Balance as of December 31, 2024 ​ $ 12 ​ 93 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 9. Inventories, Net Inventories, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 ​ ​ (in millions) Raw materials ​ $ 293 ​ $ 367 Work in process ​ 92 ​ 95 Finished goods ​ 512 ​ 585 ​ ​ $ 897 ​ $ 1,047 ​ ​ ​ ​ 10. Property, Plant and Equipment, Net Property, plant and equipment, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Useful Life 2024 2023 ​ ​ (in years) ​ ​ (in millions) Land ​ ​ ​ ​ $ 335 ​ $ 332 Buildings and improvements ​ 1 – 40 ​ 1,129 1,058 Machinery, equipment and furniture ​ 1 – 30 ​ 6,209 6,083 Assets leased to others ​ 5 – 39 ​ 320 334 Financing leases ​ 1 – 10 ​ 143 118 Construction in progress ​ ​ ​ 261 ​ 275 ​ ​ ​ ​ 8,397 ​ 8,200 Less: Accumulated depreciation and amortization ​ ​ ​ ( 4,554 ) ​ ( 4,231 ) Property, plant and equipment, net ​ ​ ​ ​ $ 3,843 ​ $ 3,969 ​ Depreciation and amortization expense related to property, plant and equipment for the years ended December 31, 2024, 2023 and 2022 was $ 400 million, $ 384 million and $ 384 million, respectively. 94 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Goodwill and Intangible Assets, Net Goodwill consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Automotive Food Packaging Home Fashion Pharma Consolidated ​ ​ (in millions) Gross carrying amount, Jan 1 ​ $ 337 ​ $ 6 ​ $ 22 ​ $ 13 ​ $ 378 Foreign Exchange ​ — ​ — ​ — ​ — ​ — Gross carrying amount, Dec 31 ​ 337 ​ 6 ​ 22 ​ 13 ​ 378 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated impairment, Jan 1 ​ ( 87 ) ​ — ​ ( 3 ) ​ — ​ ( 90 ) Impairment ​ — ​ — ​ — ​ — ​ — Accumulated impairment, Dec 31 ​ ( 87 ) ​ — ​ ( 3 ) ​ — ​ ( 90 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net carrying value, Dec 31 ​ $ 250 ​ $ 6 ​ $ 19 ​ $ 13 ​ $ 288 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Automotive Food Packaging Home Fashion Pharma Consolidated ​ ​ (in millions) Gross carrying amount, Jan 1 ​ $ 337 $ 6 $ 22 $ 13 ​ $ 378 Foreign exchange ​ — ​ — ​ — ​ — ​ — Gross carrying amount, Dec 31 ​ 337 ​ 6 ​ 22 ​ 13 ​ 378 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated impairment, Jan 1 ​ ( 87 ) ​ — ​ ( 3 ) ​ — ​ ( 90 ) Impairment ​ — ​ — ​ — ​ — ​ — Accumulated impairment, Dec 31 ​ ( 87 ) ​ — ​ ( 3 ) ​ — ​ ( 90 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net carrying value, Dec 31 ​ $ 250 ​ $ 6 ​ $ 19 ​ $ 13 ​ $ 288 ​ Intangible assets, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ Gross ​ ​ Net Gross ​ ​ Net ​ ​ Carrying ​ Accumulated ​ Carrying ​ Carrying ​ Accumulated ​ Carrying ​ ​ Amount ​ Amortization ​ Value ​ Amount ​ Amortization ​ Value ​ ​ (in millions) Definite-lived intangible assets: ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 392 ​ $ ( 249 ) ​ $ 143 ​ $ 392 ​ $ ( 229 ) ​ $ 163 Developed technology ​ ​ 254 ​ ​ ( 118 ) ​ ​ 136 ​ ​ 254 ​ ​ ( 90 ) ​ ​ 164 Other ​ 164 ​ ( 110 ) ​ 54 ​ 164 ​ ( 101 ) ​ 63 ​ ​ $ 810 ​ $ ( 477 ) ​ $ 333 ​ $ 810 ​ $ ( 420 ) ​ $ 390 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indefinite-lived intangible assets ​ ​ ​ $ 76 ​ ​ ​ $ 76 Intangible assets, net ​ ​ ​ $ 409 ​ ​ ​ $ 466 ​ 95 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amortization expense associated with definite-lived intangible assets for the years ended December 31, 2024, 2023 and 2022 was $ 57 million, $ 58 million and $ 61 million, respectively. We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets. The estimated future amortization expense for our definite-lived intangible assets is as follows: ​ ​ ​ ​ ​ Year Amount ​ ​ (in millions) 2025 ​ $ 56 2026 ​ 36 2027 ​ 35 2028 ​ 31 2029 ​ 32 Thereafter ​ 143 ​ ​ $ 333 ​ Impairment of Goodwill 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. Automotive 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. 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 96 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 12. Leases All Segments and Holding Company We have operating and finance leases primarily within our Automotive, Energy and Food Packaging segments. Our Automotive segment leases assets, primarily real estate (operating) and vehicles (financing). Our Energy segment leases certain pipelines, storage tanks, railcars, office space, land and equipment (operating and financing). Our Food Packaging segment leases assets, primarily real estate, equipment and vehicles (primarily operating). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use assets and related liabilities are included in other assets and other liabilities, respectively, on the consolidated balance sheet for leases with an initial lease term in excess of twelve months and therefore, do not include any lease arrangements with initial lease terms of twelve months or less. Right-of-use assets and lease liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 2023 ​ ​ (in millions) Operating Leases: ​ ​ ​ ​ Right-of-use assets (other assets) ​ $ 527 ​ $ 526 Lease liabilities (accrued expenses and other liabilities) ​ 530 ​ 531 ​ ​ ​ ​ ​ ​ ​ Financing Leases: ​ ​ ​ ​ Right-of-use assets (property, plant and equipment, net) ​ 72 ​ 55 Lease liabilities (debt) ​ 83 ​ 70 ​ ​ 97 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Additional information with respect to our operating leases as of December 31, 2024 and 2023 is presented below. The lease terms and discount rates for our Energy, Automotive and Food Packaging segments represent weighted averages based on their respective lease liability balances. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-Of-Use Lease ​ Discount Operating Leases as of December 31, 2024 ​ Assets ​ Liabilities ​ Lease Term ​ Rate ​ ​ (in millions) ​ ​ ​ ​ ​ Energy ​ $ 75 ​ $ 71 ​ 5.4 years ​ 7.9 % ​ Automotive ​ 409 ​ 421 5.4 years 5.9 % ​ Food Packaging ​ 19 ​ 22 9.1 years 7.4 % ​ Other segments and Holding Company ​ 24 ​ 16 ​ ​ ​ $ 527 ​ $ 530 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-Of-Use Lease ​ Discount ​ Operating Leases as of December 31, 2023 ​ Assets ​ Liabilities ​ Lease Term ​ Rate ​ ​ ​ (in millions) ​ ​ ​ ​ ​ Energy ​ $ 53 ​ $ 49 ​ 5.4 years ​ 6.7 % ​ Automotive ​ 422 ​ 434 5.4 years 5.9 % ​ Food Packaging ​ 22 ​ 25 9.1 years 7.4 % ​ Other segments and Holding Company ​ 29 ​ 23 ​ ​ ​ $ 526 ​ $ 531 ​ ​ ​ ​ ​ ​ Maturities of lease liabilities as of December 31, 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating ​ Financing Year Leases Leases ​ ​ (in millions) 2025 ​ $ 146 ​ $ 20 2026 ​ 134 ​ 18 2027 ​ 112 ​ 16 2028 ​ 73 ​ 14 2029 ​ 53 ​ 11 Thereafter ​ 106 ​ 44 Total lease payments ​ 624 ​ 123 Less: imputed interest ​ ( 94 ) ​ ( 40 ) ​ ​ $ 530 ​ $ 83 ​ For the year ended December 31, 2024, lease cost was comprised of operating lease cost of $ 178 million, amortization of financing lease right-of-use assets of $ 8 million and interest expense on financing lease liabilities of $ 6 million. For the year ended December 31, 2023, lease cost was comprised of operating lease cost of $ 177 million, amortization of financing lease right-of-use assets of $ 8 million and interest expense on financing lease liabilities of $ 5 million. For the year ended December 31, 2022, lease cost was comprised of operating lease cost of $ 197 million, amortization of financing lease right-of-use assets of $ 8 million and interest expense on financing lease liabilities of $ 5 98 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS million. Our Automotive segment accounted for $ 141 million, $ 143 million and $ 163 million of total lease cost for the years ended December 31, 2024, 2023 and 2022, respectively. Lessor Arrangements Automotive Our Automotive segment leases available and excess real estate in certain locations under long-term operating leases. Our Automotive segment’s revenues from operating leases were $ 60 million, $ 56 million and $ 45 million for the years ended December 31, 2024, 2023 and 2022, respectively. Our Automotive segment’s expenses from operating leases were $ 97 million, $ 99 million and $ 46 million for the years ended December 31, 2024, 2023 and 2022, respectively. Revenues from operating leases are included in other revenue from operations in the consolidated statements of operations and expenses from operating leases are included in other expenses from operations in the consolidated statements of operations. Our Automotive segment’s anticipated future receipts of minimum operating lease payments are $ 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 . Real Estate Our Real Estate segment leases real estate, primarily commercial properties under long-term operating leases. As of December 31, 2024 and 2023, our Real Estate segment had assets leased to others included in property, plant and equipment of $ 236 million and $ 252 million, respectively, net of accumulated depreciation. 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 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 . 99 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. Debt Debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 ​ ​ (in millions) Holding Company: ​ ​ ​ ​ 6.375 % senior notes due 2025 ​ — ​ 749 6.250 % senior notes due 2026 ​ 719 ​ ​ 1,238 5.250 % senior notes due 2027 ​ 1,384 ​ ​ 1,454 4.375 % senior notes due 2029 ​ ​ 656 ​ 708 9.750 % senior notes due 2029 ​ ​ 698 ​ 698 10.000 % senior notes due 2029 ​ ​ 495 ​ ​ — 9.000 % senior notes due 2030 ​ 747 ​ ​ — ​ ​ 4,699 ​ 4,847 Reporting Segments: ​ ​ ​ ​ ​ ​ Energy ​ 1,919 ​ 2,185 Automotive ​ 31 ​ 33 Food Packaging ​ 144 ​ 133 Real Estate ​ 1 ​ 1 Home Fashion ​ 15 ​ 8 ​ ​ 2,110 ​ 2,360 Total Debt ​ $ 6,809 ​ $ 7,207 ​ Holding Company 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 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. 100 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ 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 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, 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, 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. ​ 101 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Reporting Segments Energy 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. In December 2023, CVR Energy issued $ 600 million in aggregate principal amount of 8.50 % senior unsecured notes due 2029. The proceeds from the issuance of these notes were used to fund the redemption in full of CVR Energy’s existing $ 600 million in aggregate principal amount of 5.25 % senior unsecured notes due 2025, at par in February 2024. As a result of this transaction, CVR Energy 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 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. 4 to the Amended and Restated ABL Credit Agreement dated December 20, 2012 (the “Amendment”, and as amended, the “CVR Energy ABL”), with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Agent”). The CVR Energy ABL is a senior secured asset based revolving credit facility in an aggregate principle amount of up to $ 275 million with a $ 125 million incremental facility, which is subject to additional lender commitments and certain other conditions. The proceeds of the loans may be used for capital expenditures, working capital and general corporate purposes of the Credit Parties and their subsidiaries. The CVR Energy ABL provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to certain borrowing base conditions, with sub-limits of $ 30 million for swingline loans and $ 60 million (or $ 100 million if increased by the Agent) for letters of credit. The CVR Energy ABL is scheduled to mature on June 30, 2027. As of December 31, 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. 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 $ 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. 102 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Covenants 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. Consolidated Maturities The following is a summary of the maturities of our debt as of December 31, 2024: ​ ​ ​ ​ ​ Year Amount ​ ​ (in millions) 2025 ​ $ 35 2026 ​ 850 2027 ​ 1,707 2028 ​ 950 2029 ​ 2,458 Thereafter ​ 750 Total debt payments (excluding financing lease payments) ​ 6,750 Less: unamortized discounts, premiums and deferred financing fees ​ ( 24 ) Financing leases (Note 12) ​ 83 ​ ​ $ 6,809 ​ ​ 103 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. Net Income (Loss) Per LP Unit The components of the computation of basic and diluted income (loss) per LP unit from continuing and discontinued operations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ (in millions, except per unit amounts) Net loss attributable to Icahn Enterprises from continuing operations $ ( 445 ) $ ( 684 ) $ ( 183 ) Net loss attributable to Icahn Enterprises from continuing operations allocated to limited partners ( 98.01 % allocation) $ ( 436 ) ​ $ ( 670 ) ​ $ ( 179 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted loss per LP unit $ ( 0.94 ) ​ $ ( 1.75 ) ​ $ ( 0.57 ) Basic and diluted weighted average LP units outstanding 466 ​ 382 ​ 316 (1) Excludes an immaterial amount of unvested RSU awards during the years ended December 31, 2024, 2023 and 2022, due to their anti-dilutive impact. ​ GP Allocation As disclosed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies - Acquisition, Investments and Disposition of Entities under Common Control,” upon the sale of common control entities, such as PSC Metals, a portion of the gain or loss on the sale is first allocated to the general partner in order to restore the general partners’ capital account for cumulative charges or credits relating to periods prior to our obtaining a controlling interest in such entities from Mr. Icahn and his affiliates. After such general partner allocation, the remaining gain is allocated among our general partner and limited partners, in accordance with their respective ownership percentages. ​ 104 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS LP Unit Transactions The following table summarizes the changes in our outstanding depositary units during each of the years ended December 31, 2024, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mr. Icahn and ​ Public ​ ​ ​ Affiliates (1) Unitholders Total December 31, 2022 299,997,624 53,574,558 353,572,182 Unit distributions 67,882,278 4,178,455 72,060,733 2017 Incentive Plan ​ — ​ 4,973 ​ 4,973 At-the-market offerings — 3,395,353 3,395,353 December 31, 2023 367,879,902 61,153,339 429,033,241 Unit distributions 82,908,268 4,987,820 87,896,088 At-the-market offerings ​ — ​ 5,806,986 ​ 5,806,986 December 31, 2024 450,788,170 71,948,145 522,736,315 ​ ​ ​ ​ ​ ​ ​ (1) Excluding us and Brett Icahn ​ ​ ​ ​ ​ ​ Unit Distributions During each of the years ended December 31, 2024, 2023 and 2022, we declared four quarterly distributions. Depositary unitholders were given the option to make an election to receive the distributions in either cash or additional depositary units. If a holder did not make a timely election, it was automatically deemed to have elected to receive the distributions in additional depositary units. During the year ended December 31, 2024, we declared four quarterly distributions aggregating $ 3.50 per share. In connection with these distributions, we distributed an aggregate of 87,896,088 depositary units to unitholders who did not elect to receive cash, of which an aggregate of 82,908,268 depositary units were distributed to Mr. Icahn and his affiliates. The aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $ 383 million, of which $ 220 million was distributed to Mr. Icahn and his affiliates, for the year ended December 31, 2024. During the year ended December 31, 2023, we declared four quarterly distributions aggregating $ 6.00 per share. In connection with these distributions, we distributed an aggregate of 72,060,733 depositary units to unitholders who did not elect to receive cash, of which an aggregate of 67,882,278 depositary units were distributed to Mr. Icahn and his affiliates. The aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $ 301 million, of which $ 70 was distributed to Mr. Icahn and his affiliates, for the year ended December 31, 2023. At-The-Market Offerings In May 2019, Icahn Enterprises entered into an Open Market Sale Agreement for the sale of its depositary units, from time to time, for up to $ 400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering. This agreement has been subsequently terminated and superseded by subsequent agreements with substantially the same terms. During the year ended December 31, 2024, Icahn Enterprises sold 5,806,986 depositary units pursuant to its current agreement, resulting in gross proceeds of $ 102 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. 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. 105 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Repurchase Authorization On May 9, 2023, the Board of Directors of the General Partner approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $ 500 million worth of any of our outstanding fixed-rate senior 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. ​ ​ 2017 Incentive Plan During the years ended December 31, 2024, 2023 and 2022, we distributed depositary units to Brett Icahn net of payroll withholdings with respect to certain restricted depositary units and deferred unit awards that vested during the respective periods in connection with the Icahn Enterprises L.P. 2017 Long Term Incentive Plan (the “2017 Incentive Plan”). The aggregate impact of the units distributed pursuant to the 2017 Incentive Plan is not material with respect to our consolidated financial statements, including the calculation of potentially dilutive units and diluted income per LP unit. 15. Segment and Geographic Reporting We report segment information based on the various industries in which our businesses operate and how we manage those businesses in accordance with our investment strategies, which may include: identifying and acquiring undervalued assets and businesses, often through the purchase of distressed securities; increasing value through management, financial or other operational changes; and managing complex legal, regulatory or financial issues, which may include bankruptcy or insolvency, environmental, zoning, permitting and licensing issues. 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. 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. 106 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Condensed Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ Investment Energy Automotive Food Packaging Real Estate Home Fashion Pharma Holding Company Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 7,610 ​ $ 877 ​ $ 404 ​ $ 21 ​ $ 176 ​ $ 105 ​ $ — ​ $ 9,193 Other revenues from operations ​ — ​ — ​ 628 ​ — ​ 75 ​ — ​ 4 ​ — ​ 707 Net loss from investment activities ​ ( 421 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 421 ) Interest and dividend income ​ 335 ​ 37 ​ 4 ​ — ​ 1 ​ — ​ 2 ​ 98 ​ 477 (Loss) gain on disposition of assets, net ​ — ​ — ​ ( 7 ) ​ — ​ — ​ — ​ — ​ 3 ​ ( 4 ) Other income (loss), net ​ — ​ 37 ​ 38 ​ ( 11 ) ​ — ​ ( 4 ) ​ — ​ 8 ​ 68 ​ ​ ( 86 ) ​ 7,684 ​ 1,540 ​ 393 ​ 97 ​ 172 ​ 111 ​ 109 ​ 10,020 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 7,450 ​ 628 ​ 336 ​ 15 ​ 135 ​ 55 ​ — ​ 8,619 Other expenses from operations ​ — ​ — ​ 536 ​ — ​ 67 ​ — ​ — ​ — ​ 603 Selling, general and administrative ​ 22 ​ 166 ​ 405 ​ 50 ​ 19 ​ 43 ​ 47 ​ 31 ​ 783 Dividend expense ​ ​ 56 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 56 Restructuring, net ​ — ​ — ​ — ​ 2 ​ — ​ 1 ​ — ​ — ​ 3 Interest expense ​ 78 ​ 114 ​ 2 ​ 11 ​ — ​ 1 ​ — ​ 317 ​ 523 ​ ​ 156 ​ 7,730 ​ 1,571 ​ 399 ​ 101 ​ 180 ​ 102 ​ 348 ​ 10,587 (Loss) income before income tax (expense) benefit ​ ( 242 ) ​ ( 46 ) ​ ( 31 ) ​ ( 6 ) ​ ( 4 ) ​ ( 8 ) ​ 9 ​ ( 239 ) ​ ( 567 ) Income tax (expense) benefit ​ — ​ 42 ​ 15 ​ — ​ — ​ — ​ — ​ ( 32 ) ​ 25 Net (loss) income ​ ( 242 ) ​ ( 4 ) ​ ( 16 ) ​ ( 6 ) ​ ( 4 ) ​ ( 8 ) ​ 9 ​ ( 271 ) ​ ( 542 ) Less: net (loss) income attributable to non-controlling interests ​ ( 110 ) ​ 14 ​ — ​ ( 1 ) ​ — ​ — ​ — ​ — ​ ( 97 ) Net (loss) income attributable to Icahn Enterprises ​ $ ( 132 ) ​ $ ( 18 ) ​ $ ( 16 ) ​ $ ( 5 ) ​ $ ( 4 ) ​ $ ( 8 ) ​ $ 9 ​ $ ( 271 ) ​ $ ( 445 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 179 ​ $ 55 ​ $ 15 ​ $ 26 ​ $ 5 ​ $ — ​ $ — ​ $ 280 Depreciation and amortization ​ $ — ​ $ 363 ​ $ 74 ​ $ 24 ​ $ 15 ​ $ 6 ​ $ 28 ​ $ 1 ​ $ 511 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ Investment Energy Automotive Food Packaging Real Estate Home Fashion Pharma Holding Company Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 9,247 ​ $ 1,047 ​ $ 446 ​ $ 69 ​ $ 175 ​ $ 93 ​ $ — ​ $ 11,077 Other revenues from operations ​ — ​ — ​ 694 ​ — ​ 73 ​ — ​ 3 ​ — ​ 770 Net loss from investment activities ​ ( 1,575 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 1,575 ) Interest and dividend income ​ 497 ​ 38 ​ 3 ​ — ​ — ​ — ​ 1 ​ 97 ​ 636 (Loss) gain on disposition of assets, net ​ — ​ ( 2 ) ​ 10 ​ — ​ — ​ — ​ — ​ — ​ 8 Other income (loss), net ​ — ​ 14 ​ — ​ ( 11 ) ​ 1 ​ — ​ 1 ​ 13 ​ 18 ​ ​ ( 1,078 ) ​ 9,297 ​ 1,754 ​ 435 ​ 143 ​ 175 ​ 98 ​ 110 ​ 10,934 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 8,019 ​ 714 ​ 352 ​ 48 ​ 138 ​ 56 ​ — ​ 9,327 Other expenses from operations ​ — ​ — ​ 581 ​ — ​ 62 ​ — ​ — ​ — ​ 643 Selling, general and administrative ​ 26 ​ 168 ​ 465 ​ 54 ​ 17 ​ 41 ​ 45 ​ 36 ​ 852 Dividend expense ​ ​ 87 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 87 Restructuring, net ​ — ​ — ​ — ​ — ​ — ​ 1 ​ — ​ — ​ 1 Impairment ​ ​ — ​ ​ — ​ ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 7 Credit loss on notes receivable ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 139 ​ ​ 139 Loss on deconsolidation ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 246 ​ ​ 246 Interest expense ​ 162 ​ 90 ​ 3 ​ 12 ​ — ​ 1 ​ — ​ 286 ​ 554 ​ ​ 275 ​ 8,277 ​ 1,770 ​ 418 ​ 127 ​ 181 ​ 101 ​ 707 ​ 11,856 (Loss) income before income tax (expense) benefit ​ ( 1,353 ) ​ 1,020 ​ ( 16 ) ​ 17 ​ 16 ​ ( 6 ) ​ ( 3 ) ​ ( 597 ) ​ ( 922 ) Income tax (expense) benefit ​ — ​ ( 189 ) ​ 10 ​ ( 4 ) ​ — ​ — ​ — ​ 93 ​ ( 90 ) Net (loss) income ​ ( 1,353 ) ​ 831 ​ ( 6 ) ​ 13 ​ 16 ​ ( 6 ) ​ ( 3 ) ​ ( 504 ) ​ ( 1,012 ) Less: net (loss) income attributable to non-controlling interests ​ ( 652 ) ​ 323 ​ — ​ 1 ​ — ​ — ​ — ​ — ​ ( 328 ) Net (loss) income attributable to Icahn Enterprises ​ $ ( 701 ) ​ $ 508 ​ $ ( 6 ) ​ $ 12 ​ $ 16 ​ $ ( 6 ) ​ $ ( 3 ) ​ $ ( 504 ) ​ $ ( 684 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 205 ​ $ 79 ​ $ 14 ​ $ 3 ​ $ 2 ​ $ — ​ $ — ​ $ 303 Depreciation and amortization ​ $ — ​ $ 363 ​ $ 81 ​ $ 25 ​ $ 13 ​ $ 7 ​ $ 28 ​ $ 1 ​ $ 518 ​ 107 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ Investment Energy Automotive Food Packaging Real Estate Home Fashion Pharma Holding Company Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 10,896 ​ $ 1,707 ​ $ 431 ​ $ 61 ​ $ 217 ​ $ 66 ​ $ — ​ $ 13,378 Other revenues from operations ​ — ​ — ​ 687 ​ — ​ 57 ​ — ​ 4 ​ — ​ 748 Net (loss) gain from investment activities ​ ( 216 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ 48 ​ ( 168 ) Interest and dividend income ​ 288 ​ 8 ​ — ​ — ​ — ​ — ​ 1 ​ 31 ​ 328 (Loss) gain on disposition of assets, net ​ — ​ ( 11 ) ​ 3 ​ — ​ — ​ — ​ — ​ — ​ ( 8 ) Other (loss) income, net ​ — ​ ( 78 ) ​ 1 ​ ( 5 ) ​ — ​ — ​ 1 ​ ( 1 ) ​ ( 82 ) ​ ​ 72 ​ 10,815 ​ 2,398 ​ 426 ​ 118 ​ 217 ​ 72 ​ 78 ​ 14,196 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 9,811 ​ 1,247 ​ 357 ​ 40 ​ 186 ​ 48 ​ — ​ 11,689 Other expenses from operations ​ — ​ — ​ 528 ​ — ​ 55 ​ — ​ — ​ — ​ 583 Selling, general and administrative ​ 27 ​ 176 ​ 867 ​ 52 ​ 16 ​ 48 ​ 42 ​ 22 ​ 1,250 Dividend expense ​ ​ 95 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 95 Restructuring, net ​ — ​ — ​ — ​ — ​ — ​ 2 ​ — ​ — ​ 2 Interest expense ​ 173 ​ 92 ​ 2 ​ 8 ​ — ​ 3 ​ — ​ 290 ​ 568 ​ ​ 295 ​ 10,079 ​ 2,644 ​ 417 ​ 111 ​ 239 ​ 90 ​ 312 ​ 14,187 (Loss) income before income tax benefit (expense) ​ ( 223 ) ​ 736 ​ ( 246 ) ​ 9 ​ 7 ​ ( 22 ) ​ ( 18 ) ​ ( 234 ) ​ 9 Income tax (expense) benefit ​ — ​ ( 140 ) ​ 54 ​ ( 7 ) ​ — ​ — ​ — ​ 59 ​ ( 34 ) Net (loss) income ​ ( 223 ) ​ 596 ​ ( 192 ) ​ 2 ​ 7 ​ ( 22 ) ​ ( 18 ) ​ ( 175 ) ​ ( 25 ) Less: net (loss) income attributable to non-controlling interests ​ ( 134 ) ​ 292 ​ — ​ — ​ — ​ — ​ — ​ — ​ 158 Net (loss) income attributable to Icahn Enterprises ​ $ ( 89 ) ​ $ 304 ​ $ ( 192 ) ​ $ 2 ​ $ 7 ​ $ ( 22 ) ​ $ ( 18 ) ​ $ ( 175 ) ​ $ ( 183 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 191 ​ $ 114 ​ $ 22 ​ $ 9 ​ $ 2 ​ $ — ​ $ — ​ $ 338 Depreciation and amortization ​ $ — ​ $ 353 ​ $ 80 ​ $ 27 ​ $ 13 ​ $ 7 ​ $ 28 ​ $ 1 ​ $ 509 ​ ​ Disaggregation of Revenue In addition to the condensed statements of operations by reporting segment above, we provide additional disaggregated revenue information for our Energy and Automotive segments below. Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Petroleum products ​ $ 6,909 ​ $ 8,267 ​ $ 9,902 Renewable products ​ 177 ​ 299 ​ 158 Nitrogen fertilizer products ​ 524 ​ 681 ​ 836 ​ ​ $ 7,610 ​ $ 9,247 ​ $ 10,896 ​ 108 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Automotive ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Automotive Services ​ $ 1,420 ​ $ 1,548 ​ $ 1,552 Aftermarket Parts sales ​ 25 ​ 137 ​ 797 Total revenue from customers ​ ​ 1,445 ​ ​ 1,685 ​ ​ 2,349 Lease revenue outside scope ASC 606 ​ ​ 60 ​ ​ 56 ​ ​ 45 Total Automotive net sales and other revenues from operations ​ $ 1,505 ​ $ 1,741 ​ $ 2,394 ​ Condensed Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Investment ​ Energy ​ Automotive ​ Food Packaging ​ Real Estate ​ Home Fashion Pharma ​ Holding Company ​ Consolidated ​ ​ (in millions) ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 9 ​ $ 987 ​ $ 133 ​ $ 6 ​ $ 25 ​ $ 4 ​ $ 42 ​ $ 1,397 ​ $ 2,603 Cash held at consolidated affiliated partnerships and restricted cash ​ 2,449 ​ — ​ 8 ​ — ​ 2 ​ 4 ​ — ​ 173 ​ 2,636 Investments ​ 2,272 ​ 24 ​ — ​ — ​ 14 ​ — ​ — ​ — ​ 2,310 Accounts receivable, net ​ — ​ 295 ​ 30 ​ 75 ​ 14 ​ 28 ​ 37 ​ — ​ 479 Related party note receivable ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 7 ​ ​ 7 Inventories ​ — ​ 502 ​ 168 ​ 109 ​ — ​ 93 ​ 25 ​ — ​ 897 Property, plant and equipment, net ​ — ​ 2,504 ​ 808 ​ 124 ​ 350 ​ 53 ​ — ​ 4 ​ 3,843 Goodwill and intangible assets, net ​ — ​ 159 ​ 328 ​ 21 ​ — ​ 19 ​ 170 ​ — ​ 697 Other assets ​ 1,660 ​ 280 ​ 464 ​ 90 ​ 90 ​ 19 ​ 7 ​ 197 ​ 2,807 Total assets ​ $ 6,390 ​ $ 4,751 ​ $ 1,939 ​ $ 425 ​ $ 495 ​ $ 220 ​ $ 281 ​ $ 1,778 ​ $ 16,279 LIABILITIES AND EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable, accrued expenses and other liabilities ​ $ 817 ​ $ 1,509 ​ $ 809 ​ $ 107 ​ $ 42 ​ $ 43 ​ $ 72 ​ $ 77 ​ $ 3,476 Securities sold, not yet purchased, at fair value ​ 1,373 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 1,373 Debt ​ — ​ 1,919 ​ 31 ​ 144 ​ 1 ​ 15 ​ — ​ 4,699 ​ 6,809 Total liabilities ​ 2,190 ​ 3,428 ​ 840 ​ 251 ​ 43 ​ 58 ​ 72 ​ 4,776 ​ 11,658 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity attributable to Icahn Enterprises ​ 2,703 ​ 685 ​ 1,099 ​ 159 ​ 447 ​ 162 ​ 209 ​ ( 2,998 ) ​ 2,466 Equity attributable to non-controlling interests ​ 1,497 ​ 638 ​ — ​ 15 ​ 5 ​ — ​ — ​ — ​ 2,155 Total equity ​ 4,200 ​ 1,323 ​ 1,099 ​ 174 ​ 452 ​ 162 ​ 209 ​ ( 2,998 ) ​ 4,621 Total liabilities and equity ​ $ 6,390 ​ $ 4,751 ​ $ 1,939 ​ $ 425 ​ $ 495 ​ $ 220 ​ $ 281 ​ $ 1,778 ​ $ 16,279 ​ 109 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Investment ​ Energy ​ Automotive ​ Food Packaging ​ Real Estate ​ Home Fashion Pharma ​ Holding Company ​ Consolidated ​ ​ (in millions) ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 23 ​ $ 1,179 ​ $ 104 ​ $ 8 ​ $ 22 ​ $ 5 ​ $ 26 ​ $ 1,584 ​ $ 2,951 Cash held at consolidated affiliated partnerships and restricted cash ​ 2,799 ​ 7 ​ 9 ​ — ​ 4 ​ 3 ​ — ​ 173 ​ 2,995 Investments ​ 2,898 ​ 100 ​ — ​ — ​ 14 ​ — ​ — ​ — ​ 3,012 Accounts receivable, net ​ — ​ 286 ​ 41 ​ 89 ​ 16 ​ 26 ​ 27 ​ — ​ 485 Related party note receivable ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 11 ​ ​ 11 Inventories ​ — ​ 604 ​ 228 ​ 111 ​ — ​ 81 ​ 23 ​ — ​ 1,047 Property, plant and equipment, net ​ — ​ 2,594 ​ 822 ​ 134 ​ 363 ​ 52 ​ — ​ 4 ​ 3,969 Goodwill and intangible assets, net ​ — ​ 179 ​ 335 ​ 23 ​ — ​ 19 ​ 198 ​ — ​ 754 Other assets ​ 4,425 ​ 310 ​ 480 ​ 101 ​ 69 ​ 17 ​ 8 ​ 224 ​ 5,634 Total assets ​ $ 10,145 ​ $ 5,259 ​ $ 2,019 ​ $ 466 ​ $ 488 ​ $ 203 ​ $ 282 ​ $ 1,996 ​ $ 20,858 LIABILITIES AND EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable, accrued expenses and other liabilities ​ $ 1,312 ​ $ 1,553 ​ $ 890 ​ $ 148 ​ $ 43 ​ $ 42 ​ $ 55 ​ $ 62 ​ $ 4,105 Securities sold, not yet purchased, at fair value ​ 3,473 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 3,473 Debt ​ — ​ 2,185 ​ 33 ​ 133 ​ 1 ​ 8 ​ — ​ 4,847 ​ 7,207 Total liabilities ​ 4,785 ​ 3,738 ​ 923 ​ 281 ​ 44 ​ 50 ​ 55 ​ 4,909 ​ 14,785 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity attributable to Icahn Enterprises ​ 3,243 ​ 795 ​ 1,096 ​ 168 ​ 439 ​ 153 ​ 227 ​ ( 2,913 ) ​ 3,208 Equity attributable to non-controlling interests ​ 2,117 ​ 726 ​ — ​ 17 ​ 5 ​ — ​ — ​ — ​ 2,865 Total equity ​ 5,360 ​ 1,521 ​ 1,096 ​ 185 ​ 444 ​ 153 ​ 227 ​ ( 2,913 ) ​ 6,073 Total liabilities and equity ​ $ 10,145 ​ $ 5,259 ​ $ 2,019 ​ $ 466 ​ $ 488 ​ $ 203 ​ $ 282 ​ $ 1,996 ​ $ 20,858 ​ ​ 110 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Geographic Information The following table presents our consolidated geographic net sales from external customers, other revenues from operations and property, plant and equipment, net for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, Plant and ​ ​ Net Sales ​ Other Revenues From Operations ​ Equipment, Net ​ ​ Year Ended December 31, ​ Year Ended December 31, ​ December 31, ​ 2024 2023 2022 2024 2023 2022 2024 2023 ​ (in millions) United States ​ $ 8,837 ​ $ 10,687 ​ $ 12,988 ​ $ 677 ​ $ 742 ​ $ 722 ​ $ 3,731 ​ $ 3,844 International ​ 356 ​ 390 ​ 390 ​ 30 ​ 28 ​ 26 ​ 112 ​ 125 ​ ​ $ 9,193 ​ $ 11,077 ​ $ 13,378 ​ $ 707 ​ $ 770 ​ $ 748 ​ $ 3,843 ​ $ 3,969 ​ Geographic locations for net sales and other revenues from operations are based on locations of the customers and geographic locations for property, plant, and equipment are based on the locations of the assets. ​ ​ ​ 16. Income Taxes The difference between the book basis and the tax basis of our net assets, not directly subject to income taxes, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Icahn Enterprises ​ ​ December 31, ​ 2024 2023 ​ ​ (in millions) Book basis of net assets ​ $ 2,449 ​ $ 3,224 Book/tax basis difference ​ ( 366 ) ​ ( 540 ) Tax basis of net assets ​ $ 2,083 ​ $ 2,684 ​ Income (loss) from continuing operations before income tax benefit (expense) is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Domestic ​ $ ( 570 ) ​ $ ( 943 ) ​ $ ( 8 ) International ​ 3 ​ 21 ​ 17 ​ ​ $ ( 567 ) ​ $ ( 922 ) ​ $ 9 ​ 111 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income tax benefit (expense) attributable to continuing operations is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Current: ​ ​ ​ ​ ​ ​ Domestic ​ $ ( 20 ) ​ $ ( 130 ) ​ $ ( 174 ) International ​ 9 ​ ( 8 ) ​ ( 8 ) Total current ​ ( 11 ) ​ ( 138 ) ​ ( 182 ) Deferred: ​ ​ ​ Domestic ​ 43 ​ 41 ​ 149 International ​ ( 7 ) ​ 7 ​ ( 1 ) Total deferred ​ 36 ​ 48 ​ 148 ​ ​ $ 25 ​ $ ( 90 ) ​ $ ( 34 ) ​ A reconciliation of the income tax benefit (expense) calculated at the federal statutory rate to income tax benefit (expense) on continuing operations as shown in the consolidated statements of operations is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Income tax benefit at U.S. statutory rate ​ $ 119 ​ $ 193 ​ $ ( 2 ) Tax effect from: ​ ​ ​ Valuation allowance ​ ( 68 ) ​ ( 1 ) ​ 100 Non-controlling interest ​ 8 ​ 23 ​ 38 Credits and incentives ​ ​ 19 ​ ​ 26 ​ ​ — Uncertain tax positions ​ ​ 5 ​ ​ 17 ​ ​ — Deconsolidation ​ ​ — ​ ​ 23 ​ ​ — Tax gain not on books ​ ​ — ​ ​ ( 83 ) ​ ​ — Dividends received ​ ( 4 ) ​ ( 20 ) ​ ( 23 ) Income not subject to taxation ​ ( 91 ) ​ ( 239 ) ​ ( 88 ) State taxes ​ 32 ​ ( 26 ) ​ ( 49 ) Other ​ 5 ​ ( 3 ) ​ ( 10 ) Income tax benefit (expense) ​ $ 25 ​ $ ( 90 ) ​ $ ( 34 ) ​ 112 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The tax effect of significant differences representing deferred tax assets (liabilities) (the difference between financial statement carrying value and the tax basis of assets and liabilities) is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 ​ ​ (in millions) Deferred tax assets: ​ ​ ​ Contingent liabilities ​ $ 56 ​ $ 61 Net operating loss ​ 962 ​ 954 Tax credits ​ 54 ​ 48 Capital loss ​ 241 ​ 200 Leases ​ 132 ​ 139 Investment in partnerships ​ ​ 135 ​ ​ 147 Other ​ 87 ​ 105 Total deferred tax assets ​ 1,667 ​ 1,654 Less: Valuation allowance ​ ( 908 ) ​ ( 860 ) Net deferred tax assets ​ $ 759 ​ $ 794 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ Property, plant and equipment ​ $ ( 364 ) ​ $ ( 408 ) Intangible assets ​ ( 60 ) ​ ( 65 ) Investment in partnerships ​ ( 161 ) ​ ( 180 ) Investment in U.S. subsidiaries ​ ( 163 ) ​ ( 163 ) Leases ​ ( 129 ) ​ ( 135 ) Other ​ ( 53 ) ​ ( 58 ) Total deferred tax liabilities ​ ( 930 ) ​ ( 1,009 ) ​ ​ $ ( 171 ) ​ $ ( 215 ) ​ We recorded deferred tax assets and deferred tax liabilities of $ 160 million and $ 331 million, respectively, as of December 31, 2024 and $ 184 million and $ 399 million, respectively, as of December 31, 2023. We analyze all positive and negative evidence to consider whether it is more likely than not that all of the deferred tax assets will be realized. Projected future income, tax planning strategies and the expected reversal of deferred tax liabilities are considered in making this assessment. As of December 31, 2024 we had a valuation allowance of approximately $ 908 million primarily related to tax loss and credit carryforwards and other deferred tax assets. The current and future provisions for income taxes may be significantly impacted by changes to valuation allowances. 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, 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. (“AEPC”), a wholly-owned corporate subsidiary of Icahn Enterprises, which includes all or parts of our Automotive, Food Packaging, Pharma, Home Fashion and Real Estate segments had U.S. federal net operating loss carryforwards of approximately $ 3.1 billion with expiration dates from 2024 through unlimited carryforward periods. Additionally, AEPC and its corporate subsidiaries had foreign net operating loss carryforwards of $ 16 million with an unlimited carryforward period. 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, if not used, will begin expiring in 2040. 113 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2024, we have not provided taxes on approximately $ 140 million of undistributed earnings in foreign subsidiaries which are deemed to be indefinitely reinvested. If at some future date these earnings cease to be permanently reinvested, we may be subject to foreign income and withholding taxes upon repatriation of such amounts. An estimate of the tax liability that would be incurred upon repatriation of foreign earnings is not practicable to determine. Accounting for Uncertainty in Income Taxes A summary of the changes in the gross amounts of unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Balance at January 1 ​ $ 10 ​ $ 27 ​ $ 33 Addition based on tax positions related to the current year ​ — ​ — ​ — Increase for tax positions of prior years ​ — ​ — ​ — Decrease for tax positions of prior years ​ — ​ — ​ — Decrease for statute of limitation expiration ​ ( 1 ) ​ ( 17 ) ​ ( 6 ) Balance at December 31 ​ $ 9 ​ $ 10 ​ $ 27 ​ At December 31, 2024, 2023 and 2022, we had unrecognized tax benefits of $ 9 million, $ 10 million and $ 27 million, respectively. Of these totals, $ 3 million, $ 10 million and $ 25 million represent the amount of unrecognized tax benefits that if recognized, would affect the annual effective tax rate in the respective periods. 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 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 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. We or certain of our subsidiaries file income tax returns in the U.S. federal jurisdiction, various state jurisdictions and various non-U.S. jurisdictions. We and our subsidiaries are no longer subject to U.S. federal tax examinations for years before 2020 or state and local examinations for years before 2019, with limited exceptions. 114 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. Changes in Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ Post-Retirement ​ ​ ​ ​ ​ Adjustments, Net ​ Benefits and ​ ​ ​ ​ of Tax Other, Net of Tax Total ​ ​ (in millions) Balance, December 31, 2023 ​ $ ( 33 ) ​ $ ( 22 ) ​ $ ( 55 ) Other comprehensive income before reclassifications, net of tax ​ ( 7 ) ​ 1 ​ ( 6 ) Reclassifications from accumulated other comprehensive loss to earnings, net of tax ​ — ​ — ​ — Other comprehensive income, net of tax ​ ( 7 ) ​ 1 ​ ( 6 ) Balance, December 31, 2024 ​ $ ( 40 ) ​ $ ( 21 ) ​ $ ( 61 ) ​ ​ ​ 18. Other Loss, Net Other loss, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Equity earnings from non-consolidated affiliates ​ $ 13 ​ $ 12 ​ $ 10 Gain on sale of equity investment ​ ​ 24 ​ ​ — ​ ​ — Foreign currency transaction loss ​ ( 9 ) ​ 1 ​ ( 3 ) Gain on lease termination ​ 38 ​ — ​ — Legal settlement loss ​ — ​ — ​ ( 76 ) Gain (loss) on extinguishment of debt, net ​ 8 ​ 13 ​ ( 2 ) Other ​ ( 6 ) ​ ( 8 ) ​ ( 11 ) ​ ​ $ 68 ​ $ 18 ​ $ ( 82 ) ​ ​ ​ 19. Commitments and Contingencies Environmental Matters Due to the nature of our business, certain of our subsidiaries’ operations are subject to numerous existing and proposed laws and governmental regulations designed to protect human health and safety and the environment, particularly regarding plant wastes and emissions and solid waste disposal. Our consolidated environmental liabilities on an undiscounted basis were $ 3 million and $ 19 million as of December 31, 2024 and 2023, respectively, primarily within our Energy segment, which are included in accrued expenses and other liabilities in our consolidated balance sheets. We do not believe that environmental matters will have a material adverse impact on our consolidated results of operations and financial condition. 115 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Energy 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 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 116 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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, 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 In January 2023, CVR Partners and certain of its subsidiaries entered into a joint venture and related agreements with unaffiliated third-party investors and others intended to qualify for certain tax credits available under Section 45Q of the Internal Revenue Code. Under the agreements entered into in connection with the 45Q Transactions, CVR Partners and certain of its subsidiaries are obligated to meet certain minimum quantities of carbon dioxide supply each year during the term of the agreement and could be subject to fees of up to $ 15 million per year, with an overall cap at $ 45 million, should it fail to perform. Litigation From time to time, we and our subsidiaries are involved in various lawsuits arising in the normal course of business. We do not believe that such normal routine litigation will have a material effect on our financial condition or results of operations. Energy 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, 117 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES 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 Pension Obligations Mr. Icahn, through certain affiliates, owns 100 % of Icahn Enterprises GP and approximately 86 % of our outstanding depositary units as of December 31, 2024. Applicable pension and tax laws make each member of a “controlled group” of entities, generally defined as entities in which there is at least an 80% common ownership interest, jointly and severally liable for certain pension plan obligations of any member of the controlled group. These pension obligations include ongoing contributions to fund the plan, as well as liability for any unfunded liabilities that may exist at the time the plan is terminated. In addition, the failure to pay these pension obligations when due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation (the “PBGC”) against the assets of each member of the controlled group. As a result of the more than 80 % ownership interest in us by Mr. Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80 %, which includes the liabilities of pension plans sponsored by Viskase and ACF Industries LLC (“ACF”), an affiliate of Mr. Icahn. All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2024. If the plans were voluntarily terminated, the Viskase plan would be underfunded by approximately $ 21 million as of December 31, 2024. These results are based on the most recent information provided by the plans’ actuaries. These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability. As members of the controlled group, we would be liable for any failure of Viskase or ACF to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase or ACF pension plans. 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 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, 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. Nonetheless, Starfire may not be able to fund its indemnification obligations to us. 118 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Icahn Enterprises L.P. was contacted on May 3, 2023 by the U.S. Attorney’s office for the Southern District of New York and on June 21, 2023 by the staff of the Division of Enforcement of the U.S. Securities and Exchange Commission (the “SEC”), seeking production of information relating to the Company and certain of its affiliates’ corporate governance, capitalization, securities offerings, disclosure, dividends, valuation, marketing materials, due diligence and other materials. 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. Icahn Enterprises G.P. Inc. Case No. 1:23-cv-22932-KMW (S.D. Fl.). 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. Icahn Enterprises, L.P. et al. , Case No. 2023-1170-SEM. 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 Unconditional purchase obligations are primarily within our Energy and Pharma segments. Our Energy segment’s unconditional purchase obligations relate to commitments for transportation of feedstock and product supply agreements related to CVR Energy’s biofuel blending obligation and various agreements for gas and gas transportation. Our Pharma segment’s unconditional purchase obligations relate to agreements to purchase goods or services from suppliers for the manufacture of its products. The minimum required payments for our Energy and Pharma segments’ unconditional purchase obligations are as follows: ​ 119 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ ​ ​ ​ Year Energy ​ Pharma ​ ​ (in millions) 2025 ​ $ 73 ​ $ — 2026 ​ 75 ​ 16 2027 ​ 96 ​ 13 2028 ​ 96 ​ 14 2029 ​ 94 ​ 15 Thereafter ​ 577 ​ 34 ​ ​ $ 1,011 ​ $ 92 ​ ​ 20. Pension and Other Post-Retirement Benefit Plans Pension and other post-retirement benefit plan costs and obligations are primarily within our Food Packaging segment. Pension plans and other post-retirement benefit plans for other segments are not material and are not included in our disclosures below. Viskase sponsors several defined benefit pension plans, including defined contribution plans, varying by country and subsidiary. Additionally, Viskase sponsors health care and life insurance benefits for certain employees and retirees around the world. 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. Components of net periodic benefit cost (credit) are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. and Non-U.S. Pension Benefits ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Interest cost ​ $ 6 ​ $ 6 ​ $ 4 Expected return on plan assets ​ ( 5 ) ​ ( 5 ) ​ ( 5 ) Amortization of actuarial losses ​ — ​ 0 ​ 1 ​ ​ $ 1 ​ $ 1 ​ $ — ​ 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 120 Table of Contents 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. and Non-U.S. Pension Benefits ​ 2024 2023 ​ ​ (in millions) Change in benefit obligation: ​ ​ ​ Benefit obligation, beginning of year ​ $ 116 ​ $ 115 Interest cost ​ 6 ​ 6 Benefits paid ​ ( 8 ) ​ ( 8 ) Actuarial loss (gain) ​ ( 1 ) ​ 1 Currency translation ​ ( 4 ) ​ 2 Benefit obligation, end of year ​ 109 ​ 116 Change in plan assets: ​ ​ Fair value of plan assets, beginning of year ​ 89 ​ 84 Actual return on plan assets ​ 4 ​ 10 Employer contributions ​ 4 ​ 3 Benefits paid ​ ( 9 ) ​ ( 8 ) Fair value of plan assets, end of year ​ 88 ​ 89 Funded status of the plan and amounts recognized in the consolidated balance sheets ​ $ ( 21 ) ​ $ ( 27 ) ​ Defined Benefit Plans Measured at Fair Value on a Recurring Basis The following table presents Viskase’s defined benefit plan assets measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ Level 1 Level 2 Total Level 1 Level 2 Total ​ ​ (in millions) U.S. and Non-U.S. Plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 2 ​ $ — ​ $ 2 ​ $ 1 ​ $ 39 ​ $ 40 Government debt securities ​ 1 ​ 56 ​ 57 ​ 3 ​ — ​ 3 Exchange traded funds ​ — ​ — ​ — ​ — ​ — ​ — Mutual funds ​ — ​ — ​ — ​ — ​ — ​ — Common stock ​ 29 ​ — ​ 29 ​ 46 ​ — ​ 46 ​ ​ $ 32 ​ $ 56 ​ $ 88 ​ $ 50 ​ $ 39 ​ $ 89 ​ ​ ​ 21. Supplemental Cash Flow Information Supplemental cash flow information consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Cash payments for interest, net of amounts capitalized ​ $ ( 423 ) ​ $ ( 426 ) ​ $ ( 438 ) Cash (payments) receipts for income taxes, net ​ ( 66 ) ​ ( 105 ) ​ ( 180 ) Partnership contributions receivable ​ — ​ 6 ​ — Non-cash Investment segment contributions from non-controlling interests ​ ​ — ​ ​ ( 2 ) ​ ​ — ​ ​ 121 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 22. 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 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. 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. ​ ​ 122 Table of Contents Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None.