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What changed in ICAHN ENTERPRISES L.P.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of ICAHN ENTERPRISES L.P.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+373 added−344 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-29)

Top changes in ICAHN ENTERPRISES L.P.'s 2024 10-K

373 paragraphs added · 344 removed · 281 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

33 edited+5 added−4 removed46 unchanged
Biggest changeRenewable Fuel Standard CVR Energy’s subsidiaries, Coffeyville Resource Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC” and together with CRRM the “obligated-party subsidiaries”) are subject to the Clean Air Act’s renewable fuel standard (“RFS”) which requires obligated parties whose obligations under the RFS are not otherwise waived or exempted to either blend “renewable fuels” with their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers, in lieu of blending.
Biggest changeCVR Energy’s businesses are also subject to, or impacted by, various other environmental laws and regulations such as the federal Clean Air Act, the federal Clean Water Act, the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the federal Resource Conversation and Recovery Act (RCRA), federal release reporting requirements relating to the release of hazardous substances into the environment, certain fuel regulations, renewable fuel standards, as discussed below, and various other laws and regulations. 5 Table of Contents Renewable Fuel Standard CVR Energy’s subsidiaries, Coffeyville Resource Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC” and together with CRRM the “obligated-party subsidiaries”) are subject to the Clean Air Act’s renewable fuel standard (“RFS”) which requires obligated parties whose obligations under the RFS are not otherwise waived or exempted to either blend “renewable fuels” with their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers, in lieu of blending.
These laws and regulations and the enforcement thereof impact CVR Energy’s businesses and their operations by imposing: ● restrictions on operations or the need to install and operate enhanced or additional control and monitoring equipment; ● liability for the investigation and remediation of contaminated environmental medial, including soil and groundwater on, in, at, under or from current and former facilities (if any) and for off-site waste disposal locations; and ● specifications for the products marketed by the petroleum business and the nitrogen fertilizer business, primarily gasoline, diesel and aviation fuels, UAN and ammonia.
These laws and regulations and the enforcement thereof impact CVR Energy’s businesses and their operations by imposing: ● restrictions on operations or the need to install and operate enhanced or additional control and monitoring equipment; ● liability for the investigation and remediation of contaminated environmental medial, including soil and groundwater on, in, at, under or from current and former facilities (if any) and for off-site waste disposal locations; and ● specifications for the products marketed by the petroleum, renewables and the nitrogen fertilizer businesses, primarily gasoline, diesel and aviation fuels, renewable diesel, UAN and ammonia.
Icahn and such affiliates continue to have the right to co-invest with the Investment Funds. We have no interest in, nor do we generate any income from, any such co-investments, which have been and may continue to be substantial. Energy We conduct our Energy segment through our majority owned subsidiary, CVR Energy, Inc. (“CVR Energy”).
Icahn and such affiliates continue to have the right to co-invest with the Investment Funds. We have no interest in, nor do we generate any income from, any such co-investments, which have been and may continue to be substantial. Energy We conduct our Energy segment through our majority owned subsidiary, CVR Energy, Inc.
Our other operating segments derive revenues principally from net sales of various products, primarily within our Energy and Automotive segments, which together accounted for the significant majority of our consolidated net sales for each of the three years in the period ended December 31, 2023.
Our other operating segments derive revenues principally from net sales of various products, primarily within our Energy and Automotive segments, which together accounted for the significant majority of our consolidated net sales for each of the three years in the period ended December 31, 2024.
Its oil refineries in Coffeyville, Kansas and Wynnewood, Oklahoma have a combined capacity of approximately 206,500 barrels per day (“bpd”). In April 2022, CVR Energy converted its Wynnewood refinery’s hydrocracker to a renewable diesel unit (“RDU”) with a nameplate capacity of 7,500 bpd, which RDU is also capable of being returned to hydrocarbon service.
Its oil refineries in Coffeyville, Kansas and Wynnewood, Oklahoma have a combined capacity of approximately 206,500 barrels per day (“bpd”). In April 2022, CVR Energy converted its Wynnewood refinery’s hydrocracker to a renewable diesel unit (“RDU”) with a nameplate capacity of 252,000 bpd, which RDU is also capable of being returned to hydrocarbon service.
CVR Energy’s operations require numerous permits, licenses and authorizations. Failure to comply with these permits, licenses, authorizations, or environmental laws, rules and regulations could result in fines, penalties or other sanctions or liabilities or a revocation of CVR Energy’s permits, licenses or authorizations.
CVR Energy’s operations require numerous permits, licenses and authorizations. Failure to comply with these permits, licenses, authorizations, or environmental, health and safety laws, rules and regulations could result in fines, penalties or other sanctions or liabilities or a revocation of CVR Energy’s permits, licenses or authorizations.
Approximately 20% of our employees are employed internationally, primarily within our Food Packaging and Home Fashion segments. Available Information Icahn Enterprises maintains a website at www.ielp.com .
Approximately 23% of our employees are employed internationally, primarily within our Food Packaging and Home Fashion segments. Available Information Icahn Enterprises maintains a website at www.ielp.com .
In the past, the Automotive segment has not experienced difficulty in obtaining satisfactory sources of supply and it believes that adequate alternative sources of supply exist, at similar cost, for the types of merchandise sold in its stores. Other Operating Segments Food Packaging We conduct our Food Packaging segment through our majority owned subsidiary, Viskase Companies, Inc. (“Viskase”).
In the past, the Automotive segment has not experienced difficulty in obtaining satisfactory sources of supply and it believes that adequate alternative sources of supply exist, at similar cost, for the types of merchandise sold in its stores. 6 Table of Contents Other Operating Segments Food Packaging We conduct our Food Packaging segment through our majority owned subsidiary, Viskase Companies, Inc.
In addition to the use of third-party pipelines for the supply of crude oil, CVR Energy has an extensive gathering system consisting of logistics assets that are owned, leased or part of a joint venture operation.
In addition to the use of third-party pipelines for the supply of crude oil, CVR Energy has an extensive gathering 4 Table of Contents system consisting of logistics assets that are owned, leased or part of a joint venture operation.
Our Energy segment’s net sales for the years ended December 31, 2023, 2022 and 2021 represented approximately 83%, 81% and 70%, respectively, of our consolidated net sales, primarily from the sale of its petroleum products. Products, Raw Materials and Supply CVR Energy’s refining business has the capability to process a variety of crude oil blends.
Our Energy segment’s net sales for the years ended December 31, 2024, 2023 and 2022 represented approximately 83%, 83% and 81%, respectively, of our consolidated net sales, primarily from the sale of its petroleum products. Products, Raw Materials, Supply and Customers CVR Energy’s refining business has the capability to process a variety of crude oil blends.
See Item 1A, “Risk Factors” and Note 19, “Commitments and Contingencies,” to the consolidated financial statements for further discussion. 5 Table of Contents Automotive We conduct our Automotive segment through our wholly owned subsidiaries, Icahn Automotive Group LLC (“Icahn Automotive”) and AEP PLC LLC (“AEP PLC”). The Automotive segment is headquartered in Bala Cynwyd, Pennsylvania.
See Item 1A, “Risk Factors” and Note 19, “Commitments and Contingencies,” to the consolidated financial statements for further discussion. Automotive We conduct our Automotive segment through our wholly owned subsidiaries, Icahn Automotive Group LLC (“Icahn Automotive”) and AEP PLC LLC (“AEP PLC”). The Automotive segment is headquartered in Bala Cynwyd, Pennsylvania.
CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing businesses as well as in the nitrogen fertilizer manufacturing businesses through its holdings in CVR Partners, LP, a publicly traded limited partnership (“CVR Partners”).
CVR Energy is 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”).
Holding Company We seek to invest our available cash and cash equivalents in liquid investments with a view to enhancing returns as we continue to assess further acquisitions of, or investments in, operating businesses. As of December 31, 2023, we had investments with a fair market value of approximately $3.2 billion in the Investment Funds, as defined below.
Holding Company We seek to invest our available cash and cash equivalents in liquid investments with a view to enhancing returns as we continue to assess further acquisitions of, or investments in, operating businesses. As of December 31, 2024, we had investments with a fair market value of approximately $2.7 billion in the Investment Funds, as defined below.
Our Automotive segment’s net sales for the years ended December 31, 2023, 2022 and 2021 represented approximately 9%, 13% and 17%, respectively, of our consolidated net sales. Products, Services and Customers The automotive aftermarket industry is in the mature stage of its life cycle.
Our Automotive segment’s net sales for the years ended December 31, 2024, 2023 and 2022 represented approximately 10%, 9% and 13%, respectively, of our consolidated net sales. Products, Services and Customers The automotive aftermarket industry is in the mature stage of its life cycle.
The SEC maintains a website that contains reports, information statements, and other information regarding issuers like us who file electronically with the SEC. The SEC’s website is located at www.sec.gov . ​
The SEC maintains a website that contains reports, information statements, and other information regarding issuers like us who file electronically with the SEC. The SEC’s website is located at www.sec.gov . ​ 7 Table of Contents
Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products. Approximately 70% of Viskase’s net sales during 2023 were derived from customers outside the United States. As of December 31, 2023, we owned approximately 90% of the total outstanding common stock of Viskase.
(“Viskase”). Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products. Approximately 68% of Viskase’s net sales during 2024 were derived from customers outside the United States. As of December 31, 2024, we owned approximately 91% of the total outstanding common stock of Viskase.
WPH’s business consists of manufacturing, sourcing, marketing, distributing and selling home fashion consumer products. WPH’s operations include a manufacturing and distribution facility in Chipley, Florida and a manufacturing facility in Bahrain, both of which are owned facilities. Pharma We conduct our Pharma segment through our wholly owned subsidiary, Vivus LLC, formerly Vivus, Inc. (“Vivus”).
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. WPH’s operations include a manufacturing and distribution facility in Chipley, Florida and a manufacturing facility in Bahrain, both of which are owned facilities.
During 2023, the Automotive segment’s ten largest suppliers accounted for approximately 85% of the merchandise purchased and its two largest suppliers accounted for approximately 37% of the merchandise purchased. The Automotive segment believes that the relationships that it has established with its suppliers are generally positive.
During 2024, the Automotive segment’s ten largest suppliers accounted for approximately 89% of the merchandise purchased and its two largest suppliers accounted for approximately 43% of the merchandise purchased. The Automotive segment believes that the relationships that it has established with its suppliers are generally positive.
Our other reporting segments employ an aggregate of approximately 15,000 employees, of which approximately 58% are employed within our Automotive segment, 14% are employed within our Food Packaging segment, 11% are employed within our Home Fashion segment and 10% or less are employed at each of our other segments.
Our other reporting segments employ an aggregate of approximately 15,000 employees, of which approximately 55% are employed within our Automotive segment, 16% are employed within our Food Packaging segment, 12% are employed within our Home Fashion segment, 11% are employed within our Energy segment and 3% or less are employed at each of our other segments.
This activism has typically brought about very strong returns over the years. ​ Today, we are a diversified holding company owning subsidiaries engaged in seven diversified reporting segments. As of December 31, 2023, through our Investment segment, we have significant positions in various investments, which include Crown Holdings (CCK), Southwest Gas Holdings, Inc. (SWX), International Flavors and Fragrances Inc.
This activism has typically brought about very strong returns over the years. ​ Today, we are a diversified holding company owning subsidiaries engaged in seven diversified reporting segments. As of December 31, 2024, through our Investment segment, we have significant positions in various investments, which include Southwest Gas Holdings, Inc. (SWX), American Electric Power Company, Inc. (AEP), Caesars Entertainment Inc.
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.
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.
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. 6 Table of Contents Home Fashion We conduct our Home Fashion segment through our wholly owned subsidiary, WestPoint Home LLC (“WPH”).
Real Estate We conduct our Real Estate segment through various 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.
CVR Energy is headquartered in Sugar Land, Texas. CVR Energy is a reporting company under the Exchange Act and files annual, quarterly and current reports, proxy statements and other information with the SEC that are publicly available.
(“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 reporting company under the Exchange Act and files annual, quarterly and current reports, proxy statements and other information with the SEC that are publicly available.
(IFF), Illumina, Inc. (ILMN) and Bausch Health Companies, Inc. (BHC). ​ Several of our operating businesses started out as investment positions in debt or equity securities, held either directly by us or Mr. Icahn. Those positions ultimately resulted in control or complete ownership of the target company. For example, in 2012, we acquired a controlling interest in CVR Energy, Inc.
(CZR), International Flavors and Fragrances Inc. (IFF) and Bausch Health Companies, Inc. (BHC). ​ Several of our operating businesses started out as investment positions in debt or equity securities, held either directly by us or Mr. Icahn. Those positions ultimately resulted in control or complete ownership of the target company.
(‘‘CVR Energy’’), which started out as a position in our Investment segment and is now an operating subsidiary that comprises our Energy segment.
For example, in 2012, we acquired a controlling interest in CVR Energy, Inc. (‘‘CVR Energy’’), which started out as a position in our Investment segment and is now an operating subsidiary that comprises our Energy segment.
CVR Energy holds 100% of the general partner interest and approximately 37% of the outstanding common units of CVR Partners as of December 31, 2023.
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.
In addition, we operated a Metals segment until it was sold in December 2021. References to “we,” “our” or “us” 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”).
References to “we,” “our” or “us” 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.
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.
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.
Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2023, 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, 2023.
(“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.
Petroleum refining product yield 4 Table of Contents includes gasoline, diesel fuel, pet coke and other refined products such as natural gas liquids, asphalt and jet fuel among other products. CVR Partners produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops. The principal products are UAN and ammonia.
CVR Partners produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops. The principal products are UAN and ammonia.
During 2023, we decreased our ownership in CVR Energy through the sale of common stock resulting in proceeds of $158 million and as of December 31, 2023, we owned approximately 66% of the total outstanding common stock of CVR Energy.
As of December 31, 2024, we owned approximately 66% of the total outstanding common stock of CVR Energy and 2% of the outstanding common units of CVR Partners.
CVR Energy is an independent petroleum refiner and marketer of high value transportation fuels primarily in the form of gasoline and diesel fuels, as well as renewable diesel. CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate (“UAN”) and ammonia.
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.
Vivus is a specialty pharmaceutical company with two approved therapies and two product candidates in active clinical development. Metals We conducted our Metals segment through our wholly owned subsidiary, PSC Metals, LLC (“PSC Metals”). On December 7, 2021, we closed on the sale of PSC Metals. As a result, we no longer operate a Metals segment.
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. Employees We have an aggregate of 37 employees at our Holding Company and Investment segment.
Removed
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.
Added
Icahn and his affiliates owned approximately 86% of our outstanding depositary units as of December 31, 2024. 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”).
Removed
CVR Energy’s businesses are also subject to, or impacted by, various other environmental laws and regulations such as the federal Clean Air Act, the federal Clean Water Act, the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the federal Resource Conversation and Recovery Act (RCRA), federal release reporting requirements relating to the release of hazardous substances into the environment, certain fuel regulations, renewable fuel standards, as discussed below, and various other laws and regulations.
Added
Petroleum refining product yield includes gasoline, diesel fuel, pet coke and other refined products such as natural gas liquids, asphalt and jet fuel among other products. Customers for the refining business primarily include retailers, railroads, farm cooperatives and other refiners/marketers.
Removed
Real Estate We conduct our Real Estate segment through various wholly owned subsidiaries.
Added
The refining business’s top customer represented 13% of its net sales for the years ended December 31, 2024 and its top two customers represented 27% and 25% of its net sales for the years ended December 31, 2023 and 2022.
Removed
Employees We have an aggregate of 38 employees at our Holding Company and Investment segment.
Added
Retailers and distributors are the main customers for UAN, and more broadly, the industrial and agriculture sectors are the recipients of its ammonia products.
Added
CVR Partners’ top customer represented 14% of its net sales for the year ended December 31, 2024 and its top two customers represented 25% and 30% of its net sales for the years ended December 31, 2023 and 2022, respectively.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

95 edited+19 added−15 removed260 unchanged
Biggest changeIn addition, removal of the general partner may result in a default under the indentures governing our senior notes. As a result, holders of our depositary units have limited say in matters affecting our operations and others may find it difficult to attempt to gain control or influence our activities.
Biggest changeAs a result, holders of our depositary units have limited say in matters affecting our operations and others may find it difficult to attempt to gain control or influence our activities. 14 Table of Contents Holders of Icahn Enterprises’ depositary units may not have limited liability in certain circumstances and may be personally liable for the return of distributions that cause our liabilities to exceed our assets.
Price movements of forward and other derivative contracts in which the Investment Funds’ assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies.
Price movements of forward and other derivative contracts in which the Investment Funds’ assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, tariffs, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies.
Our ability to maintain our current cash position or generate cash depends on many factors beyond our control”; “We have made significant investments in the Investment Funds and negative performance of the Investment Funds may result in a significant decline in the value of our investments”; “We need qualified personnel to manage and operate our various businesses”; “Global economic conditions may have adverse impacts on our businesses and financial condition”; and “Our Energy segment’s businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.” The extent to which any future pandemic may negatively impact our business and operations will depend on the severity, location, and duration of the effects and spread of such pandemic and the emergence of new variants, the actions undertaken by national, regional, and local governments and health officials to contain such virus or remedy its effects, and if, how quickly and to what extent economic conditions recover and normal business and operating 29 Table of Contents conditions resume.
Our ability to maintain our current cash position or generate cash depends on many factors beyond our control”; “We have made significant investments in the Investment Funds and negative performance of the Investment Funds may result in a significant decline in the value of our investments”; “We need qualified personnel to manage and operate our various businesses”; “Global economic conditions may have adverse impacts on our businesses and financial condition”; and “Our Energy segment’s businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.” The extent to which any future pandemic may negatively impact our business and operations will depend on the severity, location, and duration of the effects and spread of such pandemic and the emergence of new variants, the actions undertaken by national, regional, and local governments and health officials to contain such virus or remedy its effects, and if, how quickly and to what extent economic conditions recover and normal business and operating conditions resume.
These events may damage or destroy properties, production facilities, transport facilities and equipment, as well as lead to personal injury or death, environmental damage, including resource damage, waste from intermediary products or resources, production or transportation delays and monetary losses or legal liability.
These events may damage or destroy properties, production facilities, transport facilities and equipment, as well as lead to personal injury or death, environmental damage, including natural resource damage, waste from intermediary products or resources, production or transportation delays and monetary losses or legal liability.
Our subsidiaries’ indebtedness could: ● limit their ability to borrow money for working capital, capital expenditures, debt service requirements or other corporate purposes, guarantee additional debt or issue redeemable, convertible of preferred equity; ● limit their ability to make distributions or prepay their debt, incur liens, enter into agreements that restrict distributions from restricted subsidiaries, sell or otherwise dispose of assets (including capital stock of subsidiaries), enter into transactions with affiliates and merge, consolidate or sell substantially all of their assets; ● require them to dedicate a substantial portion of their cash flow to payments on indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures, product development, and other corporate requirements; ● increase their vulnerability to general adverse economic and industry conditions; and ● limit their ability to respond to business opportunities.
Our subsidiaries’ indebtedness could: ● limit their ability to borrow money for working capital, capital expenditures, debt service requirements or other corporate purposes, guarantee additional debt or issue redeemable, convertible of preferred equity; ● limit their ability to make distributions or prepay their debt, incur liens, enter into agreements that restrict distributions from restricted subsidiaries, sell or otherwise dispose of assets (including capital stock of subsidiaries), enter into transactions with affiliates and merge, consolidate or sell substantially all of their assets; 28 Table of Contents ● require them to dedicate a substantial portion of their cash flow to payments on indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures, product development, and other corporate requirements; ● increase their vulnerability to general adverse economic and industry conditions; and ● limit their ability to respond to business opportunities.
While we made cash distributions to Icahn Enterprises’ unitholders in each of the four quarters of 2023, the payment of future distributions will be determined by the board of directors of Icahn Enterprises GP, our General Partner, quarterly, based on a review of a number of factors, including those described below and other factors that it deems relevant at the time that declaration of a distribution is considered.
While we made cash distributions to Icahn Enterprises’ unitholders in each of the four quarters of 2024, the payment of future distributions will be determined by the board of directors of Icahn Enterprises GP, our general partner, quarterly, based on a review of a number of factors, including those described below and other factors that it deems relevant at the time that declaration of a distribution is considered.
Our ability to pay distributions will depend on numerous factors, including the availability of adequate cash flow from operations; the proceeds, if any, from divestitures; our capital requirements and other obligations; restrictions contained in our financing arrangements, including the indentures governing our senior notes; and our issuances of additional equity and debt securities. As of December 31, 2023, Mr.
Our ability to pay distributions will depend on numerous factors, including the availability of adequate cash flow from operations; the proceeds, if any, from divestitures; our capital requirements and other obligations; restrictions contained in our financing arrangements, including the indentures governing our senior notes; and our issuances of additional equity and debt securities. As of December 31, 2024, Mr.
General Risk Factors General All of our businesses are subject to the effects of the following: ● the threat of terrorism or war; ● health epidemics or pandemics (or expectations about them); ● loss of any of our or our subsidiaries’ key personnel; 28 Table of Contents ● the unavailability, as needed, of additional financing; ● sustained inflationary conditions; ● higher or volatile interest rates; ● significant competition, varying by industry and geographic markets; ● the unavailability of insurance at acceptable rates; and ● litigation not in the ordinary course of business (see Item 3 of Part I, “Legal Proceedings,” of this Report).
General Risk Factors General All of our businesses are subject to the effects of the following: ● the threat of terrorism or war; ● health epidemics or pandemics (or expectations about them); ● loss of any of our or our subsidiaries’ key personnel; ● the unavailability, as needed, of additional financing; ● sustained inflationary conditions; ● higher or volatile interest rates; ● significant competition, varying by industry and geographic markets; ● the unavailability of insurance at acceptable rates; and ● litigation not in the ordinary course of business (see Item 3 of Part I, “Legal Proceedings,” of this Report).
Although traditionally these disclosed shorts were limited in their ability to access mainstream business media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and publication by weblog have allowed many disclosed shorts to publicly attack a company’s credibility, strategy and veracity by means of so-called “research reports” that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts.
Although traditionally these disclosed shorts were limited in their ability to access mainstream business media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and publication by weblog have allowed many disclosed shorts to publicly attack a company’s credibility, strategy and veracity by means of so-called 15 Table of Contents “research reports” that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts.
Icahn, directly or through his affiliates, pledged to secure these loans has been substantial and has fluctuated over time as a result of the amount of outstanding principal amount of the loans, the market price of the depositary units, the value of the Investment Fund interests, and other factors. As of December 31, 2023, Mr.
Icahn, directly or through his affiliates, pledged to secure these loans has been substantial and has fluctuated over time as a result of the amount of outstanding principal amount of the loans, the market price of the depositary units, the value of the Investment Fund interests, and other factors. As of December 31, 2024, Mr.
Icahn as of December 31, 2023, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may be imposed on us and our subsidiaries or our assets as a result of being a member of the Icahn controlled group, including ACF.
Icahn as of December 31, 2024, 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.
Additionally, there may be times when certain of our subsidiaries are unable to meet the standards and terms and conditions of our environmental permits, licenses and approvals due to operational upsets or malfunctions, which may lead to the imposition of fines and penalties or operating restrictions that may have a material adverse effect on their ability to operate their facilities and accordingly on our consolidated financial position, results of operations or cash flows.
Additionally, there may be times when certain of our subsidiaries are unable to meet the standards and terms and conditions of our environmental permits, licenses and approvals due to operational upsets or malfunctions, which may lead to the imposition of fines and penalties or operating 25 Table of Contents restrictions that may have a material adverse effect on their ability to operate their facilities and accordingly on our consolidated financial position, results of operations or cash flows.
Icahn and his affiliates owned approximately 86% of our outstanding depositary units, and he has generally elected to take his quarterly distribution in units instead of cash. For the quarterly distribution paid in December of 2023, Mr. Icahn elected to take his distributions in a mix of cash and units, and we anticipate that Mr.
Icahn and his affiliates owned approximately 86% of our outstanding depositary units, and he has generally elected to take his quarterly distribution in units instead of cash. For the quarterly distribution paid in December of 2024, Mr. Icahn elected to take his distributions in a mix of cash and units, and we anticipate that Mr.
Icahn, through affiliates, owns 100% of Icahn Enterprises GP, the general partner of Icahn Enterprises, and approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2023, and, as a result, has the ability to influence many aspects of our operations and affairs. Mr.
Icahn, through affiliates, owns 100% of Icahn Enterprises GP, the general partner of Icahn Enterprises, and approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2024, and, as a result, has the ability to influence many aspects of our operations and affairs. Mr.
The current underfunded status of the pension plans of Viskase and ACF requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the Viskase or ACF controlled group, or if we make certain extraordinary dividends or stock redemptions.
The current underfunded status of the pension plans of Viskase requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the Viskase controlled group, or if we make certain extraordinary dividends or stock redemptions.
The Investment Funds do not intend to seek to hedge every position and may determine not to hedge against a particular risk for various reasons, including, but not limited to, because they do not foresee the occurrence of the risk or because they do not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge. ​ 21 Table of Contents The Investment Funds invest in distressed securities, as well as bank loans, asset backed securities and mortgage-backed securities.
The Investment Funds do not intend to seek to hedge every position and may determine not to hedge against a particular risk for various reasons, including, but not limited to, because they do not foresee the occurrence of the risk or because they do not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge. ​ The Investment Funds invest in distressed securities, as well as bank loans, asset backed securities and mortgage-backed securities.
Examples of such risks include but are not limited to industrial accidents, environmental hazards, power outages, equipment failures, structural failures, flooding, unusual or unexpected geological conditions and severe weather conditions, among others. Such risks have become even more heightened in recent years as a result of the effects of climate change.
Examples of such risks include but are not limited to industrial accidents, 24 Table of Contents environmental hazards, power outages, equipment failures, structural failures, flooding, unusual or unexpected geological conditions and severe weather conditions, among others. Such risks have become even more heightened in recent years as a result of the effects of climate change.
However, if the Investment Funds experience negative performance, the value of these investments will be negatively impacted, which could have a material adverse effect on our operating results, cash flows and financial position. Future cash distributions to Icahn Enterprises’ unitholders, if any, can be affected by numerous factors.
However, if the Investment Funds experience negative performance, the value of these investments will be negatively impacted, which could have a material adverse effect on our operating results, cash flows and financial position. 17 Table of Contents Future cash distributions to Icahn Enterprises’ unitholders, if any, can be affected by numerous factors.
The cost of RINs is dependent upon a variety of factors, which include the availability of RINs for purchase, the price at which RINs can be purchased, transportation fuel production levels, the mix of the petroleum business’ petroleum products, as well as the fuel blending performed at the refineries and downstream terminals, all of which can vary significantly from period to period.
The cost of RINs is dependent upon a variety of factors, which include the availability of RINs for purchase, the price at which RINs can be purchased, transportation fuel production levels, the mix of the petroleum business’ 26 Table of Contents petroleum products, as well as the fuel blending performed at the refineries and downstream terminals, all of which can vary significantly from period to period.
Risks Relating to Our Structure Our general partner, and its control person, has significant influence over us, and sales by our controlling unitholder pursuant to a margin call or otherwise could cause our unit price or the value of our assets in the Investment Funds to decline or otherwise impact our liquidity. 7 Table of Contents Mr.
Risks Relating to Our Structure Our general partner, and its control person, has significant influence over us, and sales by our controlling unitholder pursuant to a margin call or otherwise could cause our unit price or the value of our assets in the Investment Funds to decline or otherwise impact our liquidity. Mr.
Although we have adequate personnel for the current business environment, unpredictable increases in demand for goods and services may exacerbate the risk of not having sufficient numbers of trained personnel, which could have a negative impact on our consolidated financial condition, results of operations or cash flows.
Although we have adequate personnel for the current business environment, unpredictable increases in demand for goods and services may exacerbate the risk of not having 29 Table of Contents sufficient numbers of trained personnel, which could have a negative impact on our consolidated financial condition, results of operations or cash flows.
If the IRS were to challenge this method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders. A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of those units.
If the IRS were to challenge this method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders. 12 Table of Contents A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of those units.
We can provide no assurance as to the outcome or resolution of any pending or potential legal or administrative actions or investigations, and such actions and investigations may result in administrative orders against us, the imposition of penalties and/or fines against us, damages awards against us, and/or 15 Table of Contents the imposition of sanctions against certain of the Company's current or former officers, directors and/or employees.
We can provide no assurance as to the outcome or resolution of any pending or potential legal or administrative actions or investigations, and such actions and investigations may result in administrative orders against us, the imposition of penalties and/or fines against us, damages awards against us, and/or the imposition of sanctions against certain of the Company's current or former officers, directors and/or employees.
Such events have had and continue to have a negative impact on the results of operations and balance sheet of our Automotive segment. If we are unable to implement these initiatives efficiently and effectively, or if these initiatives are unsuccessful, our consolidated financial condition, results of operations and cash flows could be adversely affected.
Such events have had and continue to have a negative impact on the results of operations and balance sheet of our Automotive segment. If we are unable to implement these initiatives efficiently and 27 Table of Contents effectively, or if these initiatives are unsuccessful, our consolidated financial condition, results of operations and cash flows could be adversely affected.
This exposes the Investment Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Investment Fund to suffer a loss.
This exposes the Investment Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Investment 23 Table of Contents Fund to suffer a loss.
Ineffective internal and disclosure controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our depositary units or the rating of our debt. Item 1B. Unresolved Staff Comments None. 31 Table of Contents
Ineffective internal and disclosure controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our depositary units or the rating of our debt. Item 1B. Unresolved Staff Comments None.
As such we have elected, and intend to continue to elect, not to comply with certain corporate governance requirements of 13 Table of Contents the Nasdaq listing rules, including the requirements that a majority of the board of directors consist of independent directors and that independent directors determine the compensation of executive officers and the selection of nominees to the board of directors.
As such we have elected, and intend to continue to elect, not to comply with certain corporate governance requirements of the Nasdaq listing rules, including the requirements that a majority of the board of directors consist of independent directors and that independent directors determine the compensation of executive officers and the selection of nominees to the board of directors.
The 20 Table of Contents Investment Funds are therefore subject to changes in the value that the broker-dealer ascribes to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or such broker-dealer’s willingness to continue to provide any such credit to the Investment Funds.
The Investment Funds are therefore subject to changes in the value that the broker-dealer ascribes to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or such broker-dealer’s willingness to continue to provide any such credit to the Investment Funds.
However, such an assignee is not obligated for liabilities unknown to him or her at the time he or she became a limited partner if the liabilities could not be determined from the partnership agreement. 14 Table of Contents Since we are a limited partnership, you may not be able to pursue legal claims against us in U.S. federal courts.
However, such an assignee is not obligated for liabilities unknown to him or her at the time he or she became a limited partner if the liabilities could not be determined from the partnership agreement. Since we are a limited partnership, you may not be able to pursue legal claims against us in U.S. federal courts.
Any changes to these factors could result in a reduction of the petroleum business’ historical discount to WTI and may result in a reduction of our Energy segment’s cost advantage. 25 Table of Contents Volatile prices for natural gas and electricity affect the petroleum business’ manufacturing and operating costs.
Any changes to these factors could result in a reduction of the petroleum business’ historical discount to WTI and may result in a reduction of our Energy segment’s cost advantage. Volatile prices for natural gas and electricity affect the petroleum business’ manufacturing and operating costs.
Dollars at the applicable exchange rates for reporting in our consolidated financial statements. As a result, fluctuations in the U.S. Dollar against foreign currencies will affect the value at which the results of these entities are included within our consolidated results.
The reported results of these entities are translated into U.S. Dollars at the applicable exchange rates for reporting in our consolidated financial statements. As a result, fluctuations in the U.S. Dollar against foreign currencies will affect the value at which the results of these entities are included within our consolidated results.
In addition, on the state level, California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, starting in 2026. There is also increased regulatory interest in per- and polyfluoroalkyl substances 24 Table of Contents (“PFAS”). On August 26, 2022, the U.S.
In addition, on the state level, California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, starting in 2026. There is also increased regulatory interest in per- and polyfluoroalkyl substances (“PFAS”). On August 26, 2022, the U.S.
To meet the “qualifying” income test, we may structure transactions in a manner which is less advantageous than if this were not a consideration, or we may avoid otherwise economically desirable transactions. ​ We may be negatively impacted by the potential for changes in tax laws. Our investment strategy considers various tax related impacts.
To meet the “qualifying” income test, we may structure transactions in a manner which is less advantageous than if this were not a consideration, or we may avoid otherwise economically desirable transactions. ​ 10 Table of Contents We may be negatively impacted by the potential for changes in tax laws. Our investment strategy considers various tax related impacts.
The Investment Funds are subject to the risk of failure of any of the exchanges on which their positions trade or of their clearinghouses. We may not be able to identify suitable investments, and our investments may not result in favorable returns or may result in losses.
The Investment Funds are subject to the risk of failure of any of the exchanges on which their positions trade or of their clearinghouses. 19 Table of Contents We may not be able to identify suitable investments, and our investments may not result in favorable returns or may result in losses.
As a result, we 9 Table of Contents may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns. We may become taxable as a corporation if we are no longer treated as a partnership for U.S. federal income tax purposes.
As a result, we may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns. We may become taxable as a corporation if we are no longer treated as a partnership for U.S. federal income tax purposes.
Unlike the previous loan agreements, for purposes of the loan-to-value ratio set forth in the Loan Agreement, the value of the pledged depositary units will be calculated based upon the Company’s indicative net asset value rather than the market price of the depositary units.
Unlike the previous loan agreements, for purposes of the loan-to-value ratio set forth in the Loan Agreement, the value of the pledged depositary units will be calculated based upon the Company’s indicative net asset value rather than 8 Table of Contents the market price of the depositary units.
A number of economic factors, including, but not limited to, consumer interest rates, consumer confidence and debt levels, retail trends, housing starts, sales of existing homes, the level and availability of mortgage refinancing, and commodity prices, may generally adversely affect our businesses, financial condition and results of operations.
A number of economic factors, including, but not limited to, consumer interest rates, tariffs and global trade policies, consumer confidence and debt levels, retail trends, housing starts, sales of existing homes, the level and availability of mortgage refinancing, and commodity prices, may generally adversely affect our businesses, financial condition and results of operations.
In particular, as a publicly traded partnership, our Partnership Representative (as defined below) may, in certain instances, request that any “imputed underpayment” resulting from an 12 Table of Contents audit be adjusted by amounts of certain of our passive losses.
In particular, as a publicly traded partnership, our Partnership Representative (as defined below) may, in certain instances, request that any “imputed underpayment” resulting from an audit be adjusted by amounts of certain of our passive losses.
Icahn ceases to participate in the management of the Investment Funds, the consequences to the Investment Funds and our interest in them could be material and adverse and could lead to the premature termination of the Investment Funds. 19 Table of Contents The Investment Funds make investments in companies we do not control.
Icahn ceases to participate in the management of the Investment Funds, the consequences to the Investment Funds and our interest in them could be material and adverse and could lead to the premature termination of the Investment Funds. The Investment Funds make investments in companies we do not control.
Icahn, through certain affiliates, owns 100% of Icahn Enterprises GP and approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2023.
Icahn, through certain affiliates, owns 100% of Icahn Enterprises GP and approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2024.
Returns generated from the Investment Funds’ investments may not adequately compensate for the business and financial risks assumed. 18 Table of Contents From time to time, the Investment Funds may invest in bonds or other fixed income securities, such as commercial paper and higher yielding (and, therefore, higher risk) debt securities.
Returns generated from the Investment Funds’ investments may not adequately compensate for the business and financial risks assumed. From time to time, the Investment Funds may invest in bonds or other fixed income securities, such as commercial paper and higher yielding (and, therefore, higher risk) debt securities.
If we and our Energy segment are unable to meet the ESG standards or investment, lending, ratings, or other policies set by these parties, we may lose investors, investors may allocate a portion of their capital away from us, our cost of capital may increase, the price of our securities may be negatively impacted and our reputation may also be negatively affected.
If we and our Energy segment are unable to meet the ESG standards or investment, lending, ratings, or other policies set by these parties as they continue to fluctuate or change, we may lose investors, investors may allocate a portion of their capital away from us, our cost of capital may increase, the price of our securities may be negatively impacted and our reputation may also be negatively affected.
The blend wall is generally considered to be reached when more than 10% ethanol by volume (“E10 gasoline”) is blended into transportation fuel. The petroleum business cannot predict the future prices of RINs. The price of RINs has been extremely volatile in the past.
The blend wall is generally considered to be reached when more than 10% ethanol by volume (“E10”) is blended into gasoline transportation fuel. The petroleum business cannot predict the future prices of RINs. The price of RINs has been extremely volatile in the past.
Countries may implement the OECD Pillar Two model rules as issued, in a modified form or not at all. A number of countries have passed legislation enacting certain parts of the OECD’s Pillar Two framework effective as of January 1, 2024.
Countries may implement the OECD Pillar Two model rules as issued, in a modified form or not at all. A number of countries have passed legislation enacting certain parts of the OECD’s Pillar Two framework effective as of January 1, 2024 and additional countries have enacted the framework effective as of January 1, 2025.
As of December 31, 2023, we had investments in the Investment Funds with a fair market value of approximately $3.2 billion, which may be accessed on short notice to satisfy our liquidity needs.
As of December 31, 2024, we had investments in the Investment Funds with a fair market value of approximately $2.7 billion, which may be accessed on short notice to satisfy our liquidity needs.
The Investment Funds may also invest in credit default swaps. 23 Table of Contents Risks Relating to our Consolidated Operating Subsidiaries Changes in regulations and regulatory actions can adversely affect our operating results and our ability to allocate capital.
The Investment Funds may also invest in credit default swaps. Risks Relating to our Consolidated Operating Subsidiaries Changes in regulations and regulatory actions can adversely affect our operating results and our ability to allocate capital.
While the rate of inflation has decreased in recent months, it has continued at higher levels and an increase in inflation as a result of these or other factors could have a negative impact on our consolidated financial condition, results of operations or cash flows.
While the rate of inflation has decreased since that period, it has continued at higher levels and an increase in inflation as a result of these or other factors could have a negative impact on our consolidated financial condition, results of operations or cash flows.
The Board of Directors of our General Partner has approved the repurchase by the Company of up to $500 million of our outstanding senior notes, and if such debt is repurchased at a discount, we may recognize cancellation of indebtedness (“COD”) income, which, in some circumstances, may not be considered “qualifying” income.
We have repurchased certain of our outstanding senior notes, and the board of directors has approved the repurchase by the Company of up to an additional $500 million of our outstanding senior notes, and if such debt is repurchased at a discount, we may recognize cancellation of indebtedness (“COD”) income, which, in some circumstances, may not be considered “qualifying” income.
The affirmative vote of unitholders holding more than 75% of the total number of all depositary units then outstanding, including depositary units held by Icahn Enterprises GP and its affiliates, is required to remove Icahn Enterprises GP as the general partner of Icahn Enterprises. Mr.
The affirmative vote of unitholders holding more than 75% of the total number of all depositary units then outstanding, including depositary units held by Icahn Enterprises GP and its affiliates, is required to remove Icahn Enterprises GP as the general partner of Icahn Enterprises. Mr. Icahn, through affiliates, holds approximately 86% of Icahn Enterprises’ outstanding depositary units.
Our failure to comply with the covenants contained under any of our debt instruments, including the indentures governing our senior unsecured notes (including our failure to comply as a result of events beyond our control), could result in an event of default that would materially and adversely affect our financial condition.
Our failure to comply with the covenants contained under any of our debt instruments, including the indentures governing our senior notes (including our failure to comply as a result of events beyond our control), could result in an event of default or a foreclosure upon the collateral securing the notes that would materially and adversely affect our financial condition.
International operations are subject to certain risks including: ● exposure to local economic conditions; ● exposure to local political conditions (including the risk of seizure of assets by foreign governments); ● currency exchange rate fluctuations (including, but not limited to, material exchange rate fluctuations, such as devaluations) and currency controls; ● export and import restrictions; ● restrictions on ability to repatriate foreign earnings; ● labor unrest; and ● compliance with U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting inappropriate payments.
International operations are subject to certain risks including: ● exposure to local economic conditions; ● exposure to local political conditions (including the risk of seizure of assets by foreign governments); ● currency exchange rate fluctuations (including, but not limited to, material exchange rate fluctuations, such as devaluations) and currency controls; ● increased tariffs or changes in tariff policies, or changes to trade agreements; ● export and import restrictions; ● restrictions on ability to repatriate foreign earnings; ● labor unrest; and ● compliance with U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting inappropriate payments.
An increase in inflation could have adverse effects on our results of operations Inflation in the United States increased beginning in the second half of 2021 and continued through the first half of 2023, due to a substantial increase in money supply, a stimulative fiscal policy, a significant rebound in consumer demand as COVID-19 restrictions were relaxed, the Russia-Ukraine conflict, increased conflict in the Middle East, and worldwide supply chain disruptions resulting from the economic contraction caused by COVID-19 and lock downs followed by a rapid recovery.
These factors could have a material adverse effect on our revenues, income from operations and our cash flows. 30 Table of Contents An increase in inflation could have adverse effects on our results of operations Inflation in the United States increased beginning in the second half of 2021 and continued through the first half of 2023, due to a substantial increase in money supply, a stimulative fiscal policy, a significant rebound in consumer demand as COVID-19 restrictions were relaxed, the Russia-Ukraine conflict, increased conflict in the Middle East, and worldwide supply chain disruptions resulting from the economic contraction caused by COVID-19 and lock downs followed by a rapid recovery.
Our investments may not be successful for many reasons, including, but not limited to: ● fluctuations of or sustained increases in interest rates; ● lack of control in minority investments; ● worsening of general economic and market conditions; 17 Table of Contents ● lack of diversification; ● lack of success of the Investment Funds’ activist strategies; ● inflationary conditions; ● fluctuations of U.S. dollar exchange rates; and ● adverse legal and regulatory developments that may affect particular businesses.
Our investments may not be successful for many reasons, including, but not limited to: ● fluctuations of or sustained increases in interest rates; ● lack of control in minority investments; ● worsening of general economic and market conditions; ● lack of diversification; ● lack of success of the Investment Funds’ activist strategies; ● increased tariffs or other impacts on global trade; ● inflationary conditions; ● fluctuations of U.S. dollar exchange rates; and ● adverse legal and regulatory developments that may affect particular businesses.
There can be no assurance that the Investment 22 Table of Contents Funds will be able to maintain the ability to borrow securities sold short.
There can be no assurance that the Investment Funds will be able to maintain the ability to borrow securities sold short.
Icahn and his affiliates have pledged 352,677,938 depositary units and approximately $1.3 billion of interests in the Investment Funds. Neither Icahn Enterprises nor any of its subsidiaries are party to these loans. Mr.
Icahn and his affiliates have pledged 450,788,170 depositary units and approximately $1.1 billion of interests in the Investment Funds. Neither Icahn Enterprises nor any of its subsidiaries are party to these loans. Mr.
Our failure to comply with the covenants under any of our debt instruments, including our indentures governing our senior unsecured notes (including our failure to comply as a result of events beyond our control, including the change in the fair value of our investment in the Investment Funds) may trigger a default or event of default under such instruments.
Our failure to comply with the covenants under any of our debt instruments, including our indentures governing our senior notes (including our failure to comply as a result of events beyond our control, including the change in the fair value of our investment in the Investment Funds) may trigger a default or event of default under such instruments, and the collateral agent for the noteholders may proceed against the collateral securing the notes.
Our businesses are exposed to a risk of loss from changes in foreign exchange rates whenever they, or one of their foreign subsidiaries, enters into a purchase or sales agreement in a currency other than its functional currency.
Our businesses are exposed to a risk of loss from changes in foreign exchange rates whenever they, or one of their foreign subsidiaries, enters into a purchase or sales agreement in a currency other than its functional currency. Such changes in exchange rates could affect our businesses’ financial condition or results of operations.
For transfers, including a sale, exchange or other disposition of units, that occur on or after January 1, 2023, a publicly traded partnership may be liable for any underwithholding by a broker that relies on a qualified notice for which the publicly traded partnership failed to make a reasonable estimate of the amounts required for determining the applicability of the “10 percent exception.” The “10 percent exception” applies if, either (1) the publicly traded partnership was not engaged in a U.S. trade or business during a specified time period, or (2) upon a hypothetical sale of the publicly traded partnership’s assets at fair market value, (i) the amount of net gain that would have been effectively connected with the conduct of a U.S. trade or business would be less than 10% of the total net gain, or (ii) no gain would have been effectively connected with the conduct of a U.S. trade or business. 11 Table of Contents Our unitholders likely will be subject to state and local taxes and return filing or withholding requirements in states in which they do not live as a result of investing in our units.
For transfers, including a sale, exchange or other disposition of units, that occur on or after January 1, 2023, a publicly traded partnership may be liable for any underwithholding by a broker that relies on a qualified notice for which the publicly traded partnership failed to make a reasonable estimate of the amounts required for determining the applicability of the “10 percent exception.” The “10 percent exception” applies if, either (1) the publicly traded partnership was not engaged in a U.S. trade or business during a specified time period, or (2) upon a hypothetical sale of the publicly traded partnership’s assets at fair market value, (i) the amount of net gain that would have been effectively connected with the conduct of a U.S. trade or business would be less than 10% of the total net gain, or (ii) no gain would have been effectively connected with the conduct of a U.S. trade or business.
We cannot assure you that we will be able to refinance any of our outstanding indebtedness on commercially reasonable terms or at all.
We may need to refinance all or a portion of our outstanding indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our outstanding indebtedness on commercially reasonable terms or at all.
Our operating subsidiaries face competitive pressures within markets in which they operate. We manage our subsidiaries with the objective of growing their value over time by, among other means, investing in and strengthening our subsidiaries’ competitive advantages.
Our investments, or our subsidiaries’ investments, may not achieve desired results and may become impaired. Our operating subsidiaries face competitive pressures within markets in which they operate. We manage our subsidiaries with the objective of growing their value over time by, among other means, investing in and strengthening our subsidiaries’ competitive advantages.
Changes in regulation and regulatory actions may increase our compliance costs and may require changes to how our operating subsidiaries conduct their businesses. Any regulatory changes could have a significant negative impact on our financial condition, results of operations or cash flows.
Changes in regulation and regulatory actions, or the enforcement priorities of the government authorities charged with enforcing those regulations, may increase our compliance costs and may require changes to how our operating subsidiaries conduct their businesses. Any regulatory changes could have a significant negative impact on our financial condition, results of operations or cash flows.
In liquidation (both in and out of bankruptcy) and other forms of corporate insolvency and reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash, assets or a new security the value of which will be less than the purchase price to the Investment Funds of the security in respect to which such distribution was made and the terms of which may render such security illiquid.
In liquidation (both in and out of bankruptcy) and other forms of corporate insolvency and reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash, assets or a new security the value of which will be less than the purchase price to the Investment Funds of the security in respect to which such distribution was made and the terms of which may render such security illiquid. 22 Table of Contents The Investment Funds may invest in companies that are based outside of the United States, which may expose the Investment Funds to additional risks not typically associated with investing in companies that are based in the United States.
Such events could damage our reputation, expose us to the risks of litigation and liability, disrupt our business or otherwise affect our results of operations, any of which could adversely affect our financial performance. Refer to “Item 1C.
Such events could damage our reputation, expose us to the risks of litigation and liability, disrupt our business or otherwise affect our results of operations, any of which could adversely affect our financial performance. Refer to “Item 1C. Cybersecurity” in this Annual Report on Form 10-K.
Icahn Enterprises, L.P. et al. , Case No. 2023-1170-SEM. We have also received requests for information from the staff of the Division of Enforcement of the SEC and the U.S. Attorney’s office for the Southern District of New York, relating to, among other things, our corporate governance, capitalization, securities offerings, the sufficiency of our disclosure, including with respect to Mr.
We also received requests for information from the staff of the Division of Enforcement of the SEC and the U.S. Attorney’s office for the Southern District of New York, relating to, among other things, our corporate governance, capitalization, securities offerings, the sufficiency of our disclosure, including with respect to Mr.
If there were an event of default under one of our debt instruments, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately.
If there were an event of default under one of our debt instruments, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately, or the collateral agent may seek to foreclose against the collateral securing the notes.
Icahn, through affiliates, holds approximately 86% of 8 Table of Contents Icahn Enterprises’ outstanding depositary units. If sales of depositary units held by Mr. Icahn and his affiliates, as a result of a margin call, foreclosure, changes in tax laws, changes to his estate, or otherwise, were to cause Mr.
If sales of depositary units held by Mr. Icahn and his affiliates, as a result of a margin call, foreclosure, changes in tax laws, changes to his estate, or otherwise, were to cause Mr.
In addition, the petroleum business’ hedging activities may expose it to the risk of financial loss in certain circumstances, including instances in which: ● the volumes of its actual use of crude oil or production of the applicable refined products is less than the volumes subject to the hedging arrangement; ● accidents, interruptions in transportation, inclement weather or other events cause unscheduled shutdowns or otherwise adversely affect its refinery or suppliers or customers; ● the counterparties to its futures contracts fail to perform under the contracts; or ● a sudden, unexpected event materially impacts the commodity or crack spread subject to the hedging arrangement. 26 Table of Contents As a result, CVR Energy’s risk mitigation strategy and activities could have a material adverse impact on our Energy segment’s financial results and cash flows.
In addition, the petroleum business’ hedging activities may expose it to the risk of financial loss in certain circumstances, including instances in which: ● the volumes of its actual use of crude oil or production of the applicable refined products is less than the volumes subject to the hedging arrangement; ● accidents, interruptions in transportation, inclement weather or other events cause unscheduled shutdowns or otherwise adversely affect its refinery or suppliers or customers; ● the counterparties to its futures contracts fail to perform under the contracts; or ● a sudden, unexpected event materially impacts the commodity or crack spread subject to the hedging arrangement.
Risks Relating to Liquidity and Capital Requirements We are a holding company and depend on the businesses of our subsidiaries to satisfy our obligations. We are a holding company. In addition to cash and cash equivalents, U.S. government and agency obligations, marketable equity and debt securities and other short-term investments, our assets consist primarily of investments in our subsidiaries.
We are a holding company. In addition to cash and cash equivalents, U.S. government and agency obligations, marketable equity and debt securities and other short-term investments, our assets consist primarily of investments in our subsidiaries.
In addition, we may not generate sufficient cash flow from operations or investments and future borrowings may not be available to us in an amount sufficient to enable us to service our outstanding indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our outstanding indebtedness on or before maturity.
In addition, we may not generate sufficient cash flow from operations or investments and future borrowings may not be available to us in an 16 Table of Contents amount sufficient to enable us to service our outstanding indebtedness or to fund our other liquidity needs.
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.
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.
Certain investment positions held by the Investment Funds may be illiquid. The Investment Funds may own restricted or non-publicly traded securities and securities traded on foreign exchanges.
The Investment Funds may own restricted or non-publicly traded securities and securities traded on foreign exchanges.
The Investment Funds may also leverage their investment return with options, short sales, swaps, forwards and other derivative instruments. The amount of borrowings that the Investment Funds may have outstanding at any time may be substantial in relation to their capital. While leverage may present opportunities for increasing the Investment Funds’ total return, leverage may increase losses as well.
The Investment Funds may also leverage their investment return with options, short sales, swaps, forwards and other derivative instruments. The amount of borrowings that the 20 Table of Contents Investment Funds may have outstanding at any time may be substantial in relation to their capital.
Mr. Icahn may sell depositary units or make withdrawals from the Investment Funds in order to satisfy payment obligations under the Loan Agreements. Mr. Icahn has made withdrawals from the Investment Funds in recent months, and may make additional withdrawals in the future, in order to repay a portion of his loans and for other purposes. In the event Mr.
Icahn has made withdrawals from the Investment Funds in recent months, including in connection with the principal payment made in connection with Amendment No. 1 to the Loan Agreements, and may make additional withdrawals in the future, in order to repay a portion of his loans and for other purposes. In the event Mr.
Our subsidiaries’ inability to generate sufficient cash flow to satisfy their debt obligations, or to refinance their debt obligations on commercially reasonable terms, would have a material adverse effect on their businesses, financial condition, and results of operations.
Certain of our businesses have substantial indebtedness, which could restrict their business activities and/or could subject them to significant interest rate risk. Our subsidiaries’ inability to generate sufficient cash flow to satisfy their debt obligations, or to refinance their debt obligations on commercially reasonable terms, would have a material adverse effect on their businesses, financial condition, and results of operations.
We are the sole limited partner of Icahn Enterprises Holdings. Limitations on the liability of a limited partner for the obligations of a limited partnership have not clearly been established in several states.
We conduct our businesses through Icahn Enterprises Holdings in several states. Maintenance of limited liability will require compliance with legal requirements of those states. We are the sole limited partner of Icahn Enterprises Holdings. Limitations on the liability of a limited partner for the obligations of a limited partnership have not clearly been established in several states.
It is possible that, if the defaulted debt is accelerated, our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments and we cannot assure you that we would be able to refinance or restructure the payments on those debt securities. 16 Table of Contents We may not have sufficient funds necessary to finance a change of control offer that may be required by the indentures governing our senior notes.
It is possible that, if the defaulted debt is accelerated, our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments and we cannot assure you that we would be able to refinance or restructure the payments on those debt securities, or avoid a foreclosure against the assets securing the notes.
This risk may be magnified due to concentration of investments and investments in undervalued securities. Our Investment segment’s revenue depends on the investments made by the Investment Funds. There are numerous and significant risks associated with these investments, certain of which are described in this risk factor and in other risk factors set forth herein.
There are numerous and significant risks associated with these investments, certain of which are described in this risk factor and in other risk factors set forth herein and in our other filings with the SEC. Certain investment positions held by the Investment Funds may be illiquid.
As a result, the Investment Funds’ investment portfolio’s aggregate returns may be volatile and may be affected substantially by the performance of only one or a few holdings.
As a result, the Investment Funds’ investment portfolio’s aggregate returns may be volatile and may be affected substantially by the performance of only one or a few holdings. Typically, our top holdings in the Investment Funds represent a significant percentage of our assets under management for the Investment Segment.
For example, some portion of our income allocated to organizations exempt from U.S. federal income tax, particularly income arising from our debt-financed transactions, will likely be unrelated business taxable income and will be taxable to them.
For example, some portion of our income allocated to organizations exempt from U.S. federal income tax, particularly income arising from our debt-financed transactions, will likely be unrelated business taxable income and will be taxable to them. 11 Table of Contents Non-U.S. persons may be subject to withholding regimes and U.S. federal income tax on certain income they may earn from holding or disposing of our units.
If we are unsuccessful, then we will be required to register as a registered investment company and will be subject to extensive, restrictive and potentially adverse regulations relating to, among other things, operating methods, management, capital structure, dividends and transactions with affiliates.
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. 9 Table of Contents If we are unsuccessful, then we will be required to register as a registered investment company and will be subject to extensive, restrictive and potentially adverse regulations relating to, among other things, operating methods, management, capital structure, dividends and transactions with affiliates.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition, our program emphasizes the maintenance of controls and procedures for the prompt escalation of certain cybersecurity incidents, conducting cybersecurity risk assessments, regularly assessing and deploying technical safeguards, establishing incident response and recovery plans, and mandating annual privacy and cybersecurity training for employees to enhance awareness and response to cybersecurity threats. ​ We maintain that no identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, have materially affected or are reasonably likely to materially affect our operations, business strategy, results of operations, or financial condition. ​ Governance ​ The Board of Directors of the General Partner, along with the Board’s Audit Committee, oversees the management of cybersecurity risks, receiving regular reports from management on the prevention, detection, mitigation, and remediation of cybersecurity incidents, as well as on material security risks and vulnerabilities.
Biggest changeIn addition, our program emphasizes the maintenance of controls and procedures for the prompt escalation of certain cybersecurity incidents, conducting cybersecurity risk assessments, regularly assessing and 32 Table of Contents deploying technical safeguards, establishing incident response and recovery plans, and mandating annual privacy and cybersecurity training for employees to enhance awareness and response to cybersecurity threats. ​ We maintain that no identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, have materially affected or are reasonably likely to materially affect our operations, business strategy, results of operations, or financial condition. ​ Governance ​ The Board of Directors of the General Partner, along with the Board’s Audit Committee, oversees the management of cybersecurity risks, receiving regular reports from management on the prevention, detection, mitigation, and remediation of cybersecurity incidents, as well as on material security risks and vulnerabilities.
Our cybersecurity governance committee led by our management team and our CIO with 15 years of experience in cybersecurity and a CISSP certification, bears the primary responsibility for assessing and managing material cybersecurity risks.
Our cybersecurity governance committee led by our management team and our CIO with 16 years of experience in cybersecurity and a CISSP certification, bears the primary responsibility for assessing and managing material cybersecurity risks.
Item 1C. Cybersecurity Risk Management and Strategy ​ We recognize the critical importance of maintaining the safety and security of our systems and data and have a holistic process for overseeing and managing cybersecurity and related risks.
Item 1C. Cybersecurity Risk Management and Strategy ​ W e recognize the critical importance of maintaining the safety and security of our systems and data and have a holistic process for overseeing and managing cybersecurity and related risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFood Packaging Viskase’s operations include ten manufacturing facilities throughout North America, Europe, South America and Asia.
Biggest changeFood Packaging Viskase’s operations include ten manufacturing facilities throughout North America, Europe, South America and Asia. Real Estate Our Real Estate segment’s net lease operations consist of 8 commercial real estate properties in the United States.
Item 2. Properties Our Holding Company and Investment segment lease office space in Sunny Isles Beach, Florida. The principal physical properties at our other operating segments are as follows: Energy CVR Energy’s subsidiaries own and operate an oil refinery as well as office buildings located in each of Coffeyville, Kansas and Wynnewood, Oklahoma.
Item 2. Properties Our Holding Company and Investment segment lease office space in Sunny Isles Beach, Florida. The principal physical properties at our other operating segments are as follows: Energy CVR Energy’s subsidiaries own and operate an oil refinery and a renewable plant as well as office buildings located in each of Coffeyville, Kansas and Wynnewood, Oklahoma.
CVR Partners subsidiaries also own and operate a fertilizer plant in each of Coffeyville, Kansas and East Dubuque, Illinois. CVR Energy subsidiaries own crude oil and refined product storage facilities in Kansas and Oklahoma, and CVR Partners subsidiaries own fertilizer storage facilities at their 32 Table of Contents Coffeyville, Kansas and East Dubuque, Illinois fertilizer plant locations.
CVR Partners subsidiaries also own and operate a fertilizer plant in each of Coffeyville, Kansas and East Dubuque, Illinois. CVR Energy subsidiaries own crude oil and refined product storage facilities in Kansas and Oklahoma, and CVR Partners subsidiaries own fertilizer storage facilities at their Coffeyville, Kansas and East Dubuque, Illinois fertilizer plant locations.
CVR Energy also leases additional crude oil storage facilities. Automotive The Automotive segment’s operations include approximately 920 company operated store locations, 744 franchise locations and 27 tire hub and distributions centers throughout the United States. Approximately 80% of the Automotive segment’s facilities are leased and the remainder are owned.
CVR Energy also leases additional crude oil storage facilities. Automotive The Automotive segment’s operations include approximately 910 company operated store locations, 738 franchise locations and 25 tire hub and distributions centers throughout the United States. Approximately 80% of the Automotive segment’s facilities are leased and the remainder are owned.
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There are 5 regional distribution centers in New York, Indiana, Georgia, Texas, and Alabama and a riverfront 33 Table of Contents redevelopment site in Nashville, Tennessee.
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We own a 1.5 million square foot office tower and retail complex in Midtown Atlanta, Georgia, and a multi-tenant automotive retail location in Maryland. ​ Our Real Estate segment's clubs and development properties include development properties and golf club operations in Cape Cod, Massachusetts and Pinehurst, North Carolina, a resort property in Aruba, and ocean front land in Atlantic City, New Jersey, which was formerly a casino that ceased operations in 2014. ​ ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMarket for Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities Market Information Icahn Enterprises’ depositary units are traded on the Nasdaq Global Select Market under the symbol “IEP.” Holders of Record As of December 31, 2023, there were approximately 1,800 record holders of Icahn Enterprises’ depositary units including multiple beneficial holders at depositories, banks and brokers listed as a single record holder in the street name of each respective depository, bank or broker.
Biggest changeThe table below summarizes other repurchases of our depositary units during the year ended December 31, 2024, all of which represent the settlement of vested units and units withheld to pay taxes on the vesting of restricted depositary units. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Number ​ ​ ​ ​ ​ ​ ​ Total Number of Units ​ (or Approximate Dollar ​ ​ ​ ​ Average Price ​ Purchased as Part ​ Value) of Units that May ​ Total Number of Units ​ Paid Per ​ of Publicly Announced ​ Yet be Purchased Under the ​ Repurchased Unit Plans or Programs Plans or Programs September 1, 2024 through September 30, 2024 ​ 62,692 ​ $ 14.17 ​ ​ — ​ $ 500,000,000 October 1, 2024 through October 30, 2024 ​ — ​ ​ — ​ ​ — ​ $ 500,000,000 November 1, 2024 through November 30, 2024 ​ — ​ ​ — ​ ​ — ​ $ 500,000,000 December 1, 2024 through December 31, 2024 ​ — ​ ​ — ​ ​ — ​ $ 500,000,000 ​ Market Information Icahn Enterprises’ depositary units are traded on the Nasdaq Global Select Market under the symbol “IEP.” Holders of Record As of December 31, 2024, there were approximately 2,100 record holders of Icahn Enterprises’ depositary units including multiple beneficial holders at depositories, banks and brokers listed as a single record holder in the street name of each respective depository, bank or broker. 34 Table of Contents Item 6.
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Item 5. Market for Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not repurchase any depositary units pursuant to our approved repurchase program discussed below.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

132 edited+65 added−44 removed52 unchanged
Biggest changeSimilarly, our Holding Company’s net distributions from (investments in) our other operating segments are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our other operating segments. ​ 49 Table of Contents Holding Company ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 ​ ​ (in millions) Operating Activities: ​ ​ ​ ​ Cash payments for interest on senior unsecured notes ​ $ (287) ​ $ (306) ​ $ (339) Interest and dividend income ​ 94 ​ 31 ​ 5 Cash payments for income taxes, net of receipts ​ (2) ​ (3) ​ — Operating costs and other ​ (26) ​ (37) ​ (34) ​ ​ $ (221) ​ $ (315) ​ $ (368) Investing Activities: ​ ​ ​ Proceeds from the sale of consolidated businesses ​ $ — ​ $ — ​ $ 323 Distributions from the Investment Funds ​ ​ 242 ​ ​ — ​ ​ — Cash from operating segments ​ ​ 385 ​ ​ 367 ​ ​ 231 Cash to operating segments ​ ​ (42) ​ ​ (239) ​ ​ (452) Proceeds from sale of investments held at the Holding Company segment ​ ​ — ​ ​ 153 ​ ​ 405 Related party note receivable repayments and disbursements, net ​ ​ 30 ​ ​ — ​ ​ — Other investing activities, net ​ ​ 1 ​ ​ 1 ​ ​ — ​ ​ $ 616 ​ $ 282 ​ $ 507 Financing Activities: ​ ​ ​ ​ Partnership contributions ​ $ 185 ​ $ 768 ​ $ 835 Partnership distributions ​ (307) ​ (226) ​ (134) Payments to acquire additional interests in subsidiaries ​ — ​ (1) ​ — Proceeds from partial sale of interests in consolidated subsidiaries ​ 158 ​ ​ — ​ ​ — Proceeds from Holding Company senior unsecured notes ​ ​ 699 ​ ​ — ​ ​ 1,214 Repayments and repurchases of Holding Company senior unsecured notes ​ (1,159) ​ (500) ​ (1,205) Other financing activities, net ​ — ​ (1) ​ (6) ​ ​ $ (424) ​ $ 40 ​ $ 704 (Decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents ​ $ (29) ​ $ 7 ​ $ 843 ​ ​ ​ The decrease in interest payments during 2023 compared to 2022 was primarily due to the redemption of $500 million of senior unsecured notes in February 2022.
Biggest changeSimilarly, our Holding Company’s net distributions from (investments in) our other operating segments are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our other operating segments. ​ 53 Table of Contents Holding Company ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Operating Activities: ​ ​ ​ ​ Cash payments for interest on senior notes ​ $ (284) ​ $ (287) ​ $ (306) Interest and dividend income ​ 98 ​ 94 ​ 31 Net cash receipts for income taxes, net of payments ​ (2) ​ (2) ​ (3) Operating transactions with subsidiaries ​ 17 ​ — ​ — Operating costs and other ​ (42) ​ (26) ​ (37) ​ ​ $ (213) ​ $ (221) ​ $ (315) Investing Activities: ​ ​ ​ Distributions from the Investment Funds ​ $ 394 ​ $ 242 ​ $ — Cash from operating segments ​ ​ 167 ​ ​ 385 ​ ​ 367 Cash to operating segments ​ ​ (93) ​ ​ (42) ​ ​ (239) Proceeds from sale of investments held at the Holding Company segment ​ ​ — ​ ​ — ​ ​ 153 Related party note receivable repayments and disbursements, net ​ ​ 4 ​ ​ 30 ​ ​ — Other investing activities, net ​ ​ — ​ ​ 1 ​ ​ 1 ​ ​ $ 472 ​ $ 616 ​ $ 282 Financing Activities: ​ ​ ​ ​ ​ Partnership contributions ​ $ 102 ​ $ 185 ​ $ 768 Partnership distributions ​ (389) ​ (307) ​ (226) Payments to acquire additional interests in subsidiaries ​ (13) ​ — ​ (1) Proceeds from partial sale of interests in consolidated subsidiaries ​ — ​ ​ 158 ​ ​ — Proceeds from Holding Company senior notes ​ ​ 1,266 ​ ​ 699 ​ ​ — Repurchase of senior notes held in treasury ​ ​ (176) ​ ​ — ​ ​ — Repayments and repurchases of Holding Company senior notes ​ (1,221) ​ (1,159) ​ (500) Other financing activities, net ​ (15) ​ — ​ (1) ​ ​ $ (446) ​ $ (424) ​ $ 40 (Decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents ​ $ (187) ​ $ (29) ​ $ 7 ​ ​ ​ Distributions paid from the Investment Funds include a pro-rata distribution paid, which includes payment to the Holding Company, and are eliminated in consolidation.
In addition, our subsidiaries are not obligated to make funds available to us and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt agreements and other agreements.
In addition, our subsidiaries are not obligated to make funds available to us and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt and other agreements.
Depending on market conditions, we may continue to sell depositary units under the Open Market Sale Agreement, and, if appropriate, enter into a new Open Market Sale Agreement to continue our “at-the-market” sales program once we have sold the full amount of our existing Open Market Sale Agreement.
Depending on market conditions, we may continue to sell depositary units under the Open Market Sale Agreements, and, if appropriate, enter into a new Open Market Sale Agreement to continue our “at-the-market” sales program once we have sold the full amount of our existing Open Market Sale Agreements.
The indentures governing our senior unsecured notes described above restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior unsecured notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions.
The indentures governing our senior notes described above restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions.
Each of our senior unsecured notes and the related guarantees are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness.
Each of our senior 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.
On May 6, 2020, the Board of Directors of CVR Partners’ general partner approved a unit repurchase program which would enable it to repurchase up to $10 million of its common units from time to time through open market transactions, block trades, privately negotiated transactions or otherwise in accordance with applicable securities laws.
Subsidiary Stock Repurchase Program On May 6, 2020, the Board of Directors of CVR Partners’ general partner approved a unit repurchase program which would enable it to repurchase up to $10 million of its common units from time to time through open market transactions, block trades, privately negotiated transactions or otherwise in accordance with applicable securities laws.
Changes in general market conditions coupled with changes in exposure to short 36 Table of Contents and long positions have significant impact on our Investment segment’s results of operations and the comparability of results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends.
Changes in general market conditions coupled with changes in exposure to short and long positions have significant impact on our Investment segment’s results of operations and the comparability of 38 Table of Contents results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends.
Such conflicts pose significant geopolitical risks to global markets, raise concerns of major implications, such as enforcement of sanctions, can contribute to further oil inventory tightening and price volatility, and can disrupt the production and trade of fertilizer, grains, and feedstock supply through several means, including trade restrictions and supply chain disruptions.
Such conflicts pose significant geopolitical risks to global markets, raise concerns of major implications, such as enforcement of sanctions, can contribute to further oil price volatility, and can disrupt the production and trade of fertilizer, grains, and feedstock supply through several means, including trade restrictions and supply chain disruptions.
Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2023, representing an aggregate 1.99% general partner interest in Icahn Enterprises Holdings and us. Mr. Icahn and his affiliates owned approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2023.
Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2024, representing an aggregate 1.99% general partner interest in Icahn Enterprises Holdings and us. Mr. Icahn and his affiliates owned approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2024.
Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 24, 2023, which is incorporated by reference herein, for such discussions. Investment We invest our proprietary capital through various private investment funds (the “Investment Funds”).
Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 29, 2024 , which is incorporated by reference herein, for such discussions. Investment We invest our proprietary capital through various private investment funds (the “Investment Funds”).
During 2023, this includes cash dividends received from CVR Energy of $311 million, cash distributions received from our Real Estate segment of $64 million and repayments of intercompany loans received from our Pharma segment of $10 million.
During 2023, this included cash dividends received from CVR Energy of $311 million, cash distributions received from our Real Estate segment of $64 million and repayments of intercompany loans received from our Pharma segment of $10 million.
See Note 11, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for further discussion regarding goodwill and intangible assets. 55 Table of Contents Recently Issued Accounting Standards See Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” to the consolidated financial statements for a discussion of recent accounting pronouncements applicable to us. ​
See Note 11, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for further discussion regarding goodwill and intangible assets. Recently Issued Accounting Standards See Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” to the consolidated financial statements for a discussion of recent accounting pronouncements applicable to us. ​
Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on February 24, 2023, which is incorporated by reference herein, for additional discussion of consolidated cash flows for the comparisons between the years ended December 31, 2022 and 2021.
Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on February 29, 2024 , which is incorporated by reference herein, for additional discussion of consolidated cash flows for the comparisons between the years ended December 31, 2023 and 2022.
Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future.
Icahn’s son. Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future.
Certain discussions of results of operations for the comparisons between the years ended December 31, 2022 and 2021 are not included in this Report.
Certain discussions of results of operations for the comparisons between the years ended December 31, 2023 and 2022 are not included in this Report.
Cost of goods sold for the year ended December 31, 2023 decreased by $5 million (1%) as compared to the comparable prior year period due to lower absorption of manufacturing costs resulting from lower sales volume. Gross margin as a percentage of net sales was 21% and 17% for the year ended December 31, 2023 and 2022, respectively.
Cost of goods sold for the year ended December 31, 2024 decreased by $16 million (5%) as compared to the comparable prior year period due to lower absorption of manufacturing costs resulting from lower sales volume. Gross margin as a percentage of net sales was 17% and 21% for the year ended December 31, 2024 and 2023, respectively.
Refer to the “Investment Segment Liquidity” section of our “Liquidity and Capital Resources” discussion for additional information regarding our Investment segment’s exposure as of December 31, 2023. For the years ended December 31, 2023, 2022 and 2021, our Investment Funds’ returns were (16.9)%, (2.4)%, and (0.3)%, respectively.
Refer to the “Investment Segment Liquidity” section of our “Liquidity and Capital Resources” discussion for additional information regarding our Investment segment’s exposure as of December 31, 2024. For the years ended December 31, 2024, 2023 and 2022, our Investment Funds’ returns were (3.5)%, (16.9)%, and (2.4)%, respectively.
Gross margin as a percentage of net sales was 21% and 14% for the years ended December 31, 2023 and 2022, respectively. Pharma Our Pharma segment derives revenues primarily from the sale of its products directly to customers, wholesalers and pharmacies.
Gross margin as a percentage of net sales was 23% and 21% for the years ended December 31, 2024 and 2023, respectively. Pharma Our Pharma segment derives revenues primarily from the sale of its products directly to customers, wholesalers and pharmacies.
The ultimate outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways. ​ 35 Table of Contents The comparability of our summarized consolidated financial results presented below is affected primarily by (i) the performance of the Investment Funds (as defined below), (ii) the results of operations of our Energy segment, impacted by the demand and pricing for its products, (iii) the sale of PSC Metals in 2021 and (iv) the deconsolidation of Auto Plus within our Automotive segment.
The ultimate outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways. 37 Table of Contents The comparability of our summarized consolidated financial results presented below is affected primarily by (i) the performance of the Investment Funds (as defined below), (ii) the results of operations of our Energy segment, impacted by the demand and pricing for its products and (iii) the deconsolidation of Auto Plus within our Automotive segment.
Impairment Refer to Note 11, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for a discussion of impairments of assets, which were not significant. Interest Expense Our consolidated interest expense during the year ended December 31, 2023 decreased by $14 million (2%) as compared to the comparable prior year period.
Impairment Refer to Note 11, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for a discussion of impairments of assets, which were not significant. Interest Expense Our consolidated interest expense during the year ended December 31, 2024 decreased by $31 million (6%) as compared to the comparable prior year period.
In addition, our Energy segment had turnaround expenditures of $57 million, $83 million and $5 million during the years ended December 31, 2023, 2022 and 2021, respectively, which is reported separately from capital expenditures in our consolidated statements of cash flows.
In addition, our Energy segment had turnaround expenditures of $53 million, $57 million and $83 million during the years ended December 31, 2024, 2023 and 2022, respectively, which is reported separately from capital expenditures in our consolidated statements of cash flows.
For each of December 31, 2023 and 2022, we concluded, based on the projections of taxable income, that certain of our corporate subsidiaries more likely than not will realize a partial benefit from their deferred tax assets and loss carry forwards.
For each of December 31, 2024 and 2023, we concluded, based on the projections of taxable income, that certain of our corporate subsidiaries more likely than not 57 Table of Contents will realize a partial benefit from their deferred tax assets and loss carry forwards.
No assurance can be made that any or all amounts will be sold during the term of this agreement, and we have no obligation to sell additional depositary units under this Open Market Sale Agreement.
No assurance can be made that any or all amounts will be sold during the term of the agreements, and we have no obligation to sell additional depositary units under these Open Market Sale Agreements.
Depositary unitholders will have until April 5, 2024 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 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 12, 2024.
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.
Of the Investment Funds’ 125% short exposure, 65% was comprised of the fair value of its short positions and 60% was comprised mostly of short broad market index swap derivative contracts, short credit default swap contracts and short commodity contracts. 45 Table of Contents With respect to both our long positions that are not notionalized (54% long exposure) and our short positions that are not notionalized (65% short exposure), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value).
Of the Investment Funds’ 80% short exposure, 33% was comprised of the fair value of its short positions and 47% was comprised mostly of short broad market index swap derivative contracts, short credit default swap contracts and short commodity contracts. 49 Table of Contents With respect to both our long positions that are not notionalized (54% long exposure) and our short positions that are not notionalized (33% short exposure), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value).
In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash were $301 million, of which $70 million was distributed to Mr. Icahn and his affiliates.
In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash were $383 million, of which $220 million was distributed to Mr. Icahn and his affiliates.
As of December 31, 2023 and 2022, we had investments with a fair market value of approximately $3.2 billion and $4.2 billion, respectively, in the Investment Funds. As of December 31, 2023 and 2022, the total fair market value of investments in the Investment Funds made by Mr.
As of December 31, 2024 and 2023, we had investments with a fair market value of approximately $2.7 billion and $3.2 billion, respectively, in the Investment Funds. As of December 31, 2024 and 2023, the total fair market value of investments in the Investment Funds made by Mr.
As of December 31, 2023, our Holding Company had cash and cash equivalents of approximately $1.6 billion and total debt of approximately $4.8 billion. As of December 31, 2023, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $3.2 billion. We may redeem our direct investment in the Investment Funds upon notice.
As of December 31, 2024, our Holding Company had cash and cash equivalents of approximately $1.4 billion and total debt of approximately $4.7 billion. As of December 31, 2024, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.7 billion. We may redeem our direct investment in the Investment Funds upon notice.
With respect to the notional value of our other short positions (60% short exposure), our liquidity would decrease by the balance sheet unrealized loss if we were to close the positions at quarter end prices.
With respect to the notional value of our other long positions (48% long exposure) and short positions (47% short exposure), our liquidity would decrease by the balance sheet unrealized loss if we were to close the positions at quarter end prices.
As of December 31, 2023, our consolidated goodwill was $288 million, primarily within our Automotive segment’s reporting unit. We perform the annual goodwill impairment test for our Automotive segment as of October 1 of each year.
As of December 31, 2024, our consolidated goodwill was $288 million, primarily within our Automotive segment’s reporting unit. We perform the annual goodwill impairment test for our Automotive segment 58 Table of Contents as of October 1 of each year.
As of December 31, 2023 and 2022, the total fair market value of investments in the Investment Funds owned by the Company was approximately $3.2 billion and $4.2 billion, respectively, representing approximately 60% and 46% of the Investment Funds’ assets under management as of each respective date.
As of December 31, 2024 and 2023, the total fair market value of investments in the Investment Funds owned by the Company was approximately $2.7 billion and $3.2 billion, respectively, representing approximately 64% and 60% of the Investment Funds’ assets under management as of each respective date.
LP Unit Distributions During the year ended December 31, 2023, we declared four quarterly distributions aggregating $6.00 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units.
LP Unit Distributions During the year ended December 31, 2024, we declared four quarterly distributions aggregating $3.50 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units.
Additionally, as of December 31, 2023, based on covenants in the 43 Table of Contents indentures governing our senior unsecured 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.
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.
For the year ended December 31, 2022, the Investment Funds’ negative performance was driven by net losses in long positions and short positions.
For the year ended December 31, 2023, the Investment Funds’ negative performance was driven by net losses in both our short and long positions.
CVR Energy ABL also had $26 million and $23 million of letters of credit outstanding as of December 31, 2023 and December 31, 2022, respectively. The above outstanding debt and borrowing availability with respect to each of our continuing operating segments reflects third-party obligations.
The CVR Energy ABL also had $24 million and $26 million of letters of credit outstanding as of December 31, 2024 and December 31, 2023, respectively. 51 Table of Contents The above outstanding debt and borrowing availability with respect to each of our continuing operating segments reflects third-party obligations.
Cash to Holding Company is made up of dividends, distributions, and intercompany loans that are eliminated in consolidation. During 2023, this includes cash dividends received from CVR Energy of $311 million, cash distributions received from our Real Estate segment of $64 million and repayments of intercompany loans received from our Pharma segment of $10 million.
During 2023, this included cash dividends received from CVR Energy of $311 million, cash distributions received from our Real Estate segment of $64 million and repayments of intercompany loans received from our Pharma segment of $10 million. Cash to operating segments is made up of intercompany loans and contributions to our operating segments that are eliminated in consolidation.
Estimates used in determining fair value measurements include, but are not limited to, expected future cash flow assumptions, market rate assumptions for contractual obligations, actuarial assumptions for benefit plans, settlement plans for litigation and contingencies, and appropriate discount rates.
Among others, estimates are used when accounting for valuation of investments. Estimates used in determining fair value measurements include, but are not limited to, expected future cash flow assumptions, market rate assumptions for contractual obligations, actuarial assumptions for benefit plans, settlement plans for litigation and contingencies, and appropriate discount rates.
Holding Company Our Holding Company’s results of operations primarily reflect the loss on deconsolidation of one of its subsidiaries, credit loss on its related party note receivable, and net interest expense on its senior unsecured notes for each of the years ended December 31, 2023 and 2022.
Holding Company Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for the years ended December 31, 2024 and 2023, and a loss on deconsolidation of one of its subsidiaries and a credit loss on its related party note receivable for the year ended December 31, 2023.
Therefore, we discuss the combined results of our Automotive net sales and Automotive Services labor revenues below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 ​ ​ (in millions) Net sales and other revenue from operations ​ $ 1,685 ​ $ 2,349 ​ $ 2,384 Cost of goods sold and other expenses from operations ​ 1,196 ​ 1,729 ​ 1,804 Gross profit ​ $ 489 ​ $ 620 ​ $ 580 ​ Net sales and other revenues from operations for our Automotive segment for the year ended December 31, 2023 decreased by $664 million (28%) as compared to the comparable prior year period.
Therefore, we discuss the combined results of our Automotive net sales and Automotive Services labor revenues below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Net sales and other revenue from operations ​ $ 1,445 ​ $ 1,685 ​ $ 2,349 Cost of goods sold and other expenses from operations ​ 1,067 ​ 1,196 ​ 1,729 Gross profit ​ $ 378 ​ $ 489 ​ $ 620 ​ Net sales and other revenues from operations for our Automotive segment for the year ended December 31, 2024 decreased by $240 million (14%) as compared to the comparable prior year period.
Debt Repurchase, Issuance and Discharge In November and December of 2023, we repurchased in the open market approximately $35 million aggregate principal amount of our 4.750% senior unsecured notes due 2024 which the Company then cancelled and reduced the outstanding principal, $12 million aggregate principal amount of our 6.25% senior unsecured notes due 2026, $5 million aggregate principal amount of our 5.25% senior unsecured notes due 2027, and $40 million aggregate principal amount of our 4.375% senior unsecured notes due 2029 for total cash paid of $84 million for a total aggregate principal amount $92 million.
Debt Repurchase and Sales In November and December of 2023, we repurchased in the open market approximately $35 million aggregate principal amount of our 4.750% senior notes due 2024, $12 million aggregate principal amount of our 6.25% senior notes due 2026, $5 million aggregate principal amount of our 5.25% senior notes due 2027, and $40 million aggregate principal amount of our 4.375% senior notes due 2029 for total cash paid of $84 million for a total aggregate principal amount $92 million.
Results from operations at investment properties and our country clubs are included in other revenues from operations in our consolidated statements of operations. Revenue from our real estate operations for the year ended December 31, 2023 was primarily derived from the sale of residential units and rental operations.
Results from operations at investment properties and our country clubs are included in other revenues from operations in our consolidated statements of operations. Revenue from our real estate operations for the year ended December 31, 2024 and 2023, was primarily derived from the sale of single-family homes and country club operations.
Changes in cash to operating segments was mainly attributable for cash paid to our Automotive and Real Estate segments for each year presented. Proceeds from the sale of investments include proceeds from the sale of equity investments in 2022 and 2021.
Proceeds from the sale of investments include proceeds from the sale of equity investments in 2022. 54 Table of Contents Cash to operating segments are eliminated in consolidation. Changes in cash to operating segments was mainly attributable for cash paid to our Automotive and Real Estate segments for each year presented.
If the carrying amount of the asset exceeds its fair value, an impairment loss is recognized in accordance with U.S. GAAP. Similarly, long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
If the carrying amount of the asset exceeds its fair value, an impairment loss is recognized in accordance with U.S. GAAP. Similarly, long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. As of December 31, 2024, our long-lived assets did not have any impairment indicators.
The following table presents our Energy segment’s net sales, cost of goods sold and gross profit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 ​ ​ (in millions) Net sales ​ $ 9,247 ​ $ 10,896 ​ $ 7,242 Cost of goods sold ​ 8,019 ​ 9,811 ​ 7,069 Gross profit ​ $ 1,228 ​ $ 1,085 ​ $ 173 ​ 38 Table of Contents Net sales for our Energy segment decreased by approximately $1.6 billion (15%) for the year ended December 31, 2023 as compared to the comparable prior year period due to a decrease in our petroleum business’ net sales by approximately $1.5 billion, as well as a decrease in our nitrogen fertilizer business’ net sales by $155 million over the comparable period.
The following table presents our Energy segment’s net sales, cost of goods sold and gross profit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in millions) Net sales ​ $ 7,610 ​ $ 9,247 ​ $ 10,896 Cost of goods sold ​ 7,450 ​ 8,019 ​ 9,811 Gross profit ​ $ 160 ​ $ 1,228 ​ $ 1,085 ​ 40 Table of Contents Net sales for our Energy segment decreased by approximately $1.6 billion (18%) for the year ended December 31, 2024 as compared to prior year due to a decrease in our petroleum business’ net sales by approximately $1.4 billion, as well as a decrease in our renewable business’ net sales by $122 million and a decrease in our nitrogen fertilizer business’ net sales by $157 million over the comparable period.
Icahn and his affiliates (excluding us and Brett Icahn) was approximately $2.1 billion and $4.9 billion, respectively. During the year ended December 31, 2023, Mr. Icahn and his affiliates (excluding us and Brett Icahn) redeemed $2.0 billion from the Investment Funds.
Icahn and his affiliates (excluding us and Brett Icahn) was approximately $1.5 billion and $2.1 billion, respectively. During the year ended December 31, 2024, Mr. Icahn and his affiliates (excluding us and Brett Icahn) redeemed $250 million from the Investment Funds.
Our Automotive segment’s priorities include: ● Positioning the Automotive Services business to take advantage of opportunities in the do-it-for-me market and vehicle fleets; ● Improving inventory management and distribution network; ● Investment in, and strategic review of, capital projects within Icahn Automotive’s owned and leased locations to increase leasing revenue, restructure lease liabilities, and reduce occupancy costs; ● Strategic investment in brownfield and greenfield supplementing existing store footprints; ● Investment in customer experience initiatives and selective upgrades in facilities; ● Investment in employees with focus on training and career development; and ● Business process improvements, including investments in our supply chain and information technology capabilities. 39 Table of Contents The following table presents our Automotive segment’s net sales and other revenue from operations, cost of goods sold and other expenses from operations and gross profit.
Our Automotive segment’s priorities include: ● Positioning the Automotive Services broad offerings to take advantage of opportunities in the do-it-for-me market and vehicle fleets; ● Strategic investment in brownfields and greenfields supplementing existing store footprints; ● Investment in, and strategic review of, capital projects within Icahn Automotive’s owned and leased locations to increase leasing revenue, restructure lease liabilities, and reduce occupancy costs; ● Optimization of Store and Distribution Center network while improving inventory and cost position; ● Investment to improve the overall customer experience through process, facilities and automation; ● Investment in employees with focus on training and career development; and ● Business process improvements and sharing best practices through investments in people, technology, and our overall supply chain. ​ ​ The following table presents our Automotive segment’s net sales and other revenue from operations, cost of goods sold and other expenses from operations and gross profit.
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.
Income Taxes Except as described below, no provision has been made for federal, state, local or foreign income taxes on the results of operations generated by partnership activities as such taxes are the responsibility of the partners. Our corporate subsidiaries account for their income taxes under the asset and liability method.
When assets are placed in service, we make estimates of what we believe are their reasonable useful lives. 54 Table of Contents Long-Lived Assets Long-lived assets held and used by our various operating segments and long-lived assets to be disposed of are reviewed for impairment whenever events or changes in circumstances indicate a possible significant deterioration in future expected cash flows that could result in the carrying amount of an asset not being recoverable.
Long-Lived Assets Long-lived assets held and used by our various operating segments and long-lived assets to be disposed of are reviewed for impairment whenever events or changes in circumstances indicate a possible significant deterioration in future expected cash flows that could result in the carrying amount of an asset not being recoverable.
Each of our senior unsecured notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness.
Each of our senior 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 net proceeds, together with $376 million of cash and cash equivalents on hand, was used to satisfy and discharge the remaining outstanding 4.750% senior unsecured notes due 2024, along with any accrued interest, related fees and expenses.
The net proceeds, together with $376 million of cash and cash equivalents on hand, was used to satisfy and discharge the remaining outstanding 4.750% senior notes due 2024, along with any accrued interest associated with the notes and related fees and expenses. In May 2024, we issued $750 million in aggregate principal amount of 9.000% senior notes due 2030.
On February 26, 2024, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $1.00 per depositary unit, which will be paid on or about April 18, 2024 to depositary unitholders of record at the close of business on March 11, 2024.
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.
During 2022, we received proceeds of $153 million from the sale of equity investments held by the Holding Company. Investment Segment Liquidity In addition to investments by us and Mr. Icahn, the Investment Funds historically have access to significant amounts of cash available from prime brokerage lines of credit, subject to customary terms and market conditions.
Sale of Investments The Holding Company did not sell any investments during 2024 and 2023. Investment Segment Liquidity In addition to investments by us and Mr. Icahn, the Investment Funds historically have access to significant amounts of cash available from prime brokerage lines of credit, subject to customary terms and market conditions.
Refer to our respective segment discussions and “Other Consolidated Results of Operations” below for further discussion. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From ​ Attributable to Icahn ​ ​ Revenues ​ Continuing Operations ​ Enterprises ​ ​ Year Ended December 31, ​ Year Ended December 31, ​ Year Ended December 31, ​ 2023 2022 2021 2023 2022 2021 2023 2022 2021 ​ ​ (in millions) Investment ​ $ (1,165) ​ $ (23) ​ $ 202 ​ $ (1,353) ​ $ (223) ​ $ (32) ​ $ (701) ​ $ (89) ​ $ (16) Holding Company ​ 110 ​ 78 ​ (25) ​ (504) ​ (175) ​ (402) ​ (504) ​ (175) ​ (402) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 9,297 ​ 10,815 ​ 7,327 ​ 831 ​ 596 ​ 29 ​ 508 ​ 304 ​ (5) Automotive ​ 1,754 ​ 2,398 ​ 2,370 ​ (6) ​ (192) ​ (260) ​ (6) ​ (192) ​ (260) Food Packaging ​ 435 ​ 426 ​ 402 ​ 13 ​ 2 ​ (2) ​ 12 ​ 2 ​ (2) Real Estate ​ 143 ​ 118 ​ 96 ​ 16 ​ 7 ​ (8) ​ 16 ​ 7 ​ (8) Home Fashion ​ 175 ​ 217 ​ 197 ​ (6) ​ (22) ​ (8) ​ (6) ​ (22) ​ (8) Pharma ​ ​ 98 ​ ​ 72 ​ ​ 85 ​ ​ (3) ​ ​ (18) ​ ​ (3) ​ ​ (3) ​ ​ (18) ​ ​ (3) Metals ​ — ​ — ​ 684 ​ — ​ — ​ 186 ​ — ​ — ​ 186 Other operating segments ​ 11,902 ​ 14,046 ​ 11,161 ​ 845 ​ 373 ​ (66) ​ 521 ​ 81 ​ (100) Consolidated ​ $ 10,847 ​ $ 14,101 ​ $ 11,338 ​ $ (1,012) ​ $ (25) ​ $ (500) ​ $ (684) ​ $ (183) ​ $ (518) ​ Management’s Discussion and Analysis of Results of Operations discusses the comparisons between the years ended December 31, 2023 and 2022.
Refer to our respective segment discussions and “Other Consolidated Results of Operations” below for further discussion. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From ​ Attributable to Icahn ​ ​ Revenues ​ Continuing Operations ​ Enterprises ​ ​ Year Ended December 31, ​ Year Ended December 31, ​ Year Ended December 31, ​ 2024 2023 2022 2024 2023 2022 2024 2023 2022 ​ ​ (in millions) Investment ​ $ (86) ​ $ (1,078) ​ $ 72 ​ $ (242) ​ $ (1,353) ​ $ (223) ​ $ (132) ​ $ (701) ​ $ (89) Holding Company ​ 109 ​ 110 ​ 78 ​ (271) ​ (504) ​ (175) ​ (271) ​ (504) ​ (175) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 7,684 ​ 9,297 ​ 10,815 ​ (4) ​ 831 ​ 596 ​ (18) ​ 508 ​ 304 Automotive ​ 1,540 ​ 1,754 ​ 2,398 ​ (16) ​ (6) ​ (192) ​ (16) ​ (6) ​ (192) Food Packaging ​ 393 ​ 435 ​ 426 ​ (6) ​ 13 ​ 2 ​ (5) ​ 12 ​ 2 Real Estate ​ 97 ​ 143 ​ 118 ​ (4) ​ 16 ​ 7 ​ (4) ​ 16 ​ 7 Home Fashion ​ 172 ​ 175 ​ 217 ​ (8) ​ (6) ​ (22) ​ (8) ​ (6) ​ (22) Pharma ​ ​ 111 ​ ​ 98 ​ ​ 72 ​ ​ 9 ​ ​ (3) ​ ​ (18) ​ ​ 9 ​ ​ (3) ​ ​ (18) Other operating segments ​ 9,997 ​ 11,902 ​ 14,046 ​ (29) ​ 845 ​ 373 ​ (42) ​ 521 ​ 81 Consolidated ​ $ 10,020 ​ $ 10,934 ​ $ 14,196 ​ $ (542) ​ $ (1,012) ​ $ (25) ​ $ (445) ​ $ (684) ​ $ (183) ​ Management’s Discussion and Analysis of Results of Operations discusses the comparisons between the years ended December 31, 2024 and 2023.
Our other operating segments’ cash flows are driven by the activities and performance of each business as well as transactions with our Holding Company, as discussed below. ​ 48 Table of Contents The following table summarizes cash flow information for Icahn Enterprises’ reporting segments and our Holding Company: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ Year Ended December 31, 2022 ​ Year Ended December 31, 2021 ​ ​ Net Cash Provided By (Used In) ​ Net Cash Provided By (Used In) ​ Net Cash Provided By (Used In) ​ ​ Operating ​ Investing ​ Financing ​ Operating ​ Investing ​ Financing ​ Operating ​ Investing ​ Financing ​ Activities Activities Activities Activities Activities Activities Activities Activities Activities ​ ​ (in millions) Holding Company ​ $ (221) ​ $ 616 ​ $ (424) ​ $ (315) ​ $ 282 ​ $ 40 ​ $ (368) ​ $ 507 ​ $ 704 ​ Investment ​ 2,789 ​ — ​ (2,441) ​ 461 ​ — ​ (14) ​ 381 ​ — ​ 74 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 948 ​ (239) ​ (40) ​ 967 ​ (271) ​ (696) ​ 396 ​ (238) ​ (315) ​ Automotive ​ 115 ​ ​ (47) ​ 3 ​ (88) ​ ​ (110) ​ 195 ​ (119) ​ ​ 77 ​ 42 ​ Food Packaging ​ 43 ​ (14) ​ (29) ​ 15 ​ (22) ​ 6 ​ 3 ​ (17) ​ 4 ​ Real Estate ​ 42 ​ (20) ​ (30) ​ 26 ​ (10) ​ (23) ​ 18 ​ (9) ​ 3 ​ Home Fashion ​ — ​ (1) ​ 1 ​ (13) ​ (2) ​ 21 ​ (20) ​ (2) ​ 18 ​ Pharma ​ 20 ​ — ​ (10) ​ ​ 2 ​ — ​ — ​ ​ 6 ​ — ​ — ​ Metals ​ — ​ — ​ — ​ — ​ — ​ — ​ 24 ​ (11) ​ (16) ​ Other operating segments ​ 1,168 ​ (321) ​ (105) ​ 909 ​ (415) ​ (497) ​ 308 ​ (200) ​ (264) ​ Total before eliminations ​ 3,736 ​ 295 ​ (2,970) ​ 1,055 ​ (133) ​ (471) ​ 321 ​ 307 ​ 514 ​ Eliminations ​ — ​ (585) ​ 585 ​ — ​ (127) ​ 127 ​ — ​ 221 ​ (221) ​ Consolidated ​ $ 3,736 ​ $ (290) ​ $ (2,385) ​ $ 1,055 ​ $ (260) ​ $ (344) ​ $ 321 ​ $ 528 ​ $ 293 ​ ​ The discussion of consolidated cash flows below primarily discusses the comparisons between the years ended December 31, 2023 and 2022.
Our other operating segments’ cash flows are driven by the activities and performance of each business as well as transactions with our Holding Company, as discussed below. ​ 52 Table of Contents The following table summarizes cash flow information for Icahn Enterprises’ reporting segments and our Holding Company: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ Year Ended December 31, 2023 ​ Year Ended December 31, 2022 ​ ​ Net Cash Provided By (Used In) ​ Net Cash Provided By (Used In) ​ Net Cash Provided By (Used In) ​ ​ Operating ​ Investing ​ Financing ​ Operating ​ Investing ​ Financing ​ Operating ​ Investing ​ Financing ​ Activities Activities Activities Activities Activities Activities Activities Activities Activities ​ ​ (in millions) Holding Company ​ $ (213) ​ $ 472 ​ $ (446) ​ $ (221) ​ $ 616 ​ $ (424) ​ $ (315) ​ $ 282 ​ $ 40 ​ Investment ​ 541 ​ — ​ (905) ​ 2,789 ​ — ​ (2,441) ​ 461 ​ — ​ (14) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 404 ​ (121) ​ (482) ​ 948 ​ (239) ​ (40) ​ 967 ​ (271) ​ (696) ​ Automotive ​ 59 ​ ​ (52) ​ 21 ​ 115 ​ ​ (47) ​ 3 ​ (88) ​ ​ (110) ​ 195 ​ Food Packaging ​ 3 ​ (15) ​ 11 ​ 43 ​ (14) ​ (29) ​ 15 ​ (22) ​ 6 ​ Real Estate ​ 15 ​ (26) ​ 12 ​ 42 ​ (20) ​ (30) ​ 26 ​ (10) ​ (23) ​ Home Fashion ​ (18) ​ (7) ​ 25 ​ — ​ (1) ​ 1 ​ (13) ​ (2) ​ 21 ​ Pharma ​ 41 ​ 2 ​ (27) ​ ​ 20 ​ — ​ (10) ​ ​ 2 ​ — ​ — ​ Other operating segments ​ 504 ​ (219) ​ (440) ​ 1,168 ​ (321) ​ (105) ​ 909 ​ (415) ​ (497) ​ Total before eliminations ​ 832 ​ 253 ​ (1,791) ​ 3,736 ​ 295 ​ (2,970) ​ 1,055 ​ (133) ​ (471) ​ Eliminations ​ — ​ (468) ​ 468 ​ — ​ (585) ​ 585 ​ — ​ (127) ​ 127 ​ Consolidated ​ $ 832 ​ $ (215) ​ $ (1,323) ​ $ 3,736 ​ $ (290) ​ $ (2,385) ​ $ 1,055 ​ $ (260) ​ $ (344) ​ ​ The discussion of consolidated cash flows below primarily discusses the comparisons between the years ended December 31, 2024 and 2023.
In addition, in December 2023, the Investment Funds issued a pro-rata distribution 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, 2024 and 2023, the Investment Funds issued a pro-rata distribution of $650 and $400 million, including $256 million and $158 million to Mr. Icahn and his affiliates (excluding us and Brett Icahn) and $394 million and $242 million to the Holding Company, respectively.
For 2024, we estimate our consolidated capital expenditures to be approximately $226 million to $250 million for our Energy segment, for both maintenance and growth, $73 million for our Automotive segment and approximately $29 million in the aggregate for all other segments.
For 2025, we estimate our consolidated capital expenditures to be approximately $165 million to $205 million for our Energy segment, for both maintenance and growth, $113 million for our Automotive segment and approximately $94 million in the aggregate for all other segments.
The negative performance of our Investment segment’s long positions was driven primarily by the negative performance of one healthcare investment of $164 million, one communications investment of $116 million and one material sector investment of $100 million, offset in part by the aggregate performance of investments with net gains of $81 million across various sectors.
The negative performance of our Investment segment’s long positions was driven primarily by the negative performance of one healthcare investment of $164 million, one communications investment of $116 million and one material sector investment of $100 million, offset in part by the aggregate performance of investments with net gains of $81 million across various sectors. 39 Table of Contents Energy Our Energy segment is primarily engaged in the petroleum refining, renewable fuels and nitrogen fertilizer manufacturing businesses.
Gross profit for our Energy segment improved by $143 million for the year ended December 31, 2023 as compared to the comparable prior year period. Gross margin as a percentage of net sales was 13% and 10% for the year ended December 31, 2023 and 2022, respectively.
Gross profit for our Energy segment declined by $1.1 billion for the year ended December 31, 2024 as compared to prior year. Gross margin as a percentage of net sales was 2% and 13% for the year ended December 31, 2024 and 2023, respectively.
Furthermore, during the year ended December 31, 2023, our Energy segment had aggregate distributions of $319 million to non-controlling interests, of which $178 million are distributions paid by CVR Partners to its public unit holders.
Our portion of the dividend aggregated to $100 million. In addition, during the year ended December 31, 2024, our Energy segment had aggregate distributions of $95 million to non-controlling interests, of which $44 million are distributions paid by CVR Partners to its public unit holders.
Our corporate subsidiaries account for their income taxes under the asset and liability method. 53 Table of Contents Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
As a result, our cash available to our Holding Company decreased by $100 million as these assets were transferred to restricted cash. Whenever the captive insurance program is cancelled, any remaining assets will become available to the Holding Company. Sale of Investments In 2023, the Holding Company did not sell any investments.
As a result, cash available to our Holding Company decreased by $108 million and $100 million at December 31, 2024 and December 31, 2023, respectively, as these assets were transferred to restricted cash. Whenever the captive insurance program is cancelled, any remaining assets will become available to the Holding Company.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition. This section should be read in conjunction with our consolidated financial statements and the accompanying notes contained in this Report.
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”).
As of December 31, 2024, our Automotive segment had remaining goodwill of $250 million, which is allocated entirely to its reporting unit. When performing the quantitative analysis for goodwill impairment testing, we base the fair value of our reporting units on consideration of various valuation methodologies, including projecting future cash flows discounted at rates commensurate with the risks involved (“DCF”).
Long-Lived Assets and Goodwill We calculate depreciation and amortization on a straight-line basis over the estimated useful lives of the various definite-lived assets.
Long-Lived Assets and Goodwill We calculate depreciation and amortization on a straight-line basis over the estimated useful lives of the various definite-lived assets. When assets are placed in service, we make estimates of what we believe are their reasonable useful lives.
Food Packaging Our Food packaging segment’s results of operations are primarily driven by the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry and derives a majority of its total net sales from customers located outside the United States.
Gross profit as a percentage of net sales and other revenue from operations was 26% and 29% for the years ended December 31, 2024 and 2023, respectively. 42 Table of Contents Food Packaging Our Food packaging segment’s results of operations are primarily driven by the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry and derives a majority of its total net sales from customers located outside the United States.
In addition to the summarized financial results below, refer to Note 15, “Segment and Geographic Reporting,” to the consolidated financial statements for a reconciliation of each of our reporting segment’s results of continuing operations to our consolidated results.
In addition to the summarized financial results below, refer to Note 15, “Segment and Geographic Reporting,” to the consolidated financial statements for a reconciliation of each of our reporting segment’s results of continuing operations to our consolidated results. The conflict in the Middle East and the ongoing Russian/Ukraine conflict can significantly impact the global oil, fertilizer, and agriculture markets.
The petroleum business accounted for approximately 93%, 92% and 93% of our Energy segment’s net sales for the years ended December 31, 2023, 2022 and 2021, respectively. 37 Table of Contents The results of operations of the petroleum business are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into petroleum products, such as gasoline, diesel fuel and jet fuel that are produced by a refinery (“refined products”).
The results of operations of the petroleum business are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into petroleum products, such as gasoline, diesel fuel and jet fuel that are produced by a refinery (“Refined Products”).
Cost of goods sold for our Energy segment decreased by approximately $1.8 billion (18%) for the year ended December 31, 2023 as compared to the comparable prior year period.
Cost of goods sold for our Energy segment decreased by approximately $569 million (7%) for the year ended December 31, 2024 as compared to prior year.
Changes in cash to operating segments were mainly attributable to cash paid to our Real Estate and Automotive segment in 2023. Consolidated Capital Spending Refer to Note 15, “Segment and Geographic Reporting,” for a reconciliation of our segments’ capital expenditures to consolidated capital expenditures for each of the years ended December 31, 2023, 2022 and 2021.
Consolidated Capital Spending Refer to Note 15, “Segment and Geographic Reporting,” for a reconciliation of our segments’ capital expenditures to consolidated capital expenditures for each of the years ended December 31, 2024, 2023 and 2022.
Future Debt Service Obligations Future debt service obligations for our other operating segments are primarily within our Energy segment. After giving effect to certain debt activity in February 2024, as discussed above, our Energy segment’s future debt maturities (excluding financing leases) are $950 million for 2028 and $600 million for 2029.
Future Debt Service Obligations Future debt service obligations for our other operating segments are primarily within our Energy segment. Our Energy segment’s future debt maturities (excluding financing leases) are $325 million for 2027, $950 million for 2028 and $600 million for 2029.
The payment of future distributions will be determined by the board of directors quarterly, based upon the factors described above and other factors that it deems relevant at the time that declaration of a distribution is considered.
The payment of future distributions will be determined by the board of directors quarterly, based upon the factors described above and other factors that it deems relevant at the time that declaration of a distribution is considered. Payments of distributions are subject to certain restrictions, including certain restrictions on our subsidiaries which limit their ability to distribute dividends to us.
Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by our Holding Company, Mr. Icahn and his affiliates and by Brett Icahn, Mr. Icahn’s son.
Our Investment segment’s net income (loss) is driven by the amount of funds allocated to the Investment Funds and the performance of the underlying investments in the Investment Funds. Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by our Holding Company, Mr. Icahn and his affiliates and by Brett Icahn, Mr.
While we were able to sell depositary units during the year ended December 31, 2023 (all of which were completed during the three months ended March 31, 2023), there can be no assurance that any future capital will be available on acceptable terms or at all under this program.
Our ability to access remaining capital under our “at-the-market” program may be limited by market conditions at the time of any future potential sale. While we were able to sell depositary units during the year ended December 31, 2024, there can be no assurance that any future capital will be available on acceptable terms or at all under this program.
In addition, the indentures require that on each quarterly determination date, Icahn Enterprises and the guarantor of the notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein. The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates.
In addition, the indentures require that on each quarterly determination date, Icahn Enterprises and 46 Table of Contents the guarantor of the notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein.
Repurchase Authorization On May 9, 2023, the Board of Directors of Icahn Enterprises GP, the Company’s General Partner, approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $500 million worth of any of our outstanding fixed-rate senior unsecured notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and up to an aggregate of $500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”).
There can be no assurance as to whether or in what amounts any future distributions might be paid. 48 Table of Contents Repurchase Authorization On May 9, 2023, the board of directors of Icahn Enterprises GP, the Company’s general partner, approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $500 million worth of any of our outstanding fixed-rate senior notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and up to an aggregate of $500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”), in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness.
The remaining repurchased notes of $57 million aggregate principal were extinguished but were not retired and are held in treasury. In December 2023, Icahn Enterprises and Icahn Enterprises Finance Corp. issued $700 million in aggregate principal amount of 9.750% senior unsecured notes due 2029.
In December 2023, Icahn Enterprises and Icahn Enterprises Finance Corp. issued $700 million in aggregate principal amount of 9.750% senior notes due 2029.
During 2022, this includes cash dividends received from CVR of $342 million and cash distributions received from our Real Estate segment of $25 million. Cash from Holding Company is made up of intercompany loans to our Holding Company that are eliminated in consolidation.
During 2023, this included cash paid to our Real Estate segment of $32 million and Automotive segment of $10 million. 56 Table of Contents Cash to Holding Company is made up of dividends, distributions, and intercompany loans that are eliminated in consolidation.
The war between Israel and Hamas, which began in October 2023, and the ongoing Russian/Ukraine conflict, can significantly impact the global oil, fertilizer, and agriculture markets.
The conflict in the Middle East and the ongoing Russian/Ukraine conflict can significantly impact the global oil, fertilizer, and agriculture markets.
In addition, in December 2023, the Investment Funds issued a pro-rata distribution of $400 million, including $158 million to Mr. Icahn and his affiliates (excluding us and Brett Icahn) and $242 million to the Holding Company. As of December 31, 2023, Mr. Icahn and his affiliates have pledged approximately $1.3 billion of interests in the Investment Funds.
In addition, during the year ended December 31, 2024, the Investment Funds issued a pro-rata distribution of $650 million, including $256 million to Mr. Icahn and his affiliates (excluding us and Brett Icahn) and $394 million to the Holding Company. As of December 31, 2024, Mr.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFood Packaging Viskase has foreign currency exposures related to buying, selling, and financing in currencies other than the local currencies in which they operate. Viskase is exposed to foreign currency risk due to the translation and remeasurement of the results of certain international operations into U.S. Dollars as part of the consolidation process.
Biggest changeDollars are primarily in our Food Packaging segment. 60 Table of Contents Food Packaging Viskase has foreign currency exposures related to buying, selling, and financing in currencies other than the local currencies in which they operate. Viskase is exposed to foreign currency risk due to the translation and remeasurement of the results of certain international operations into U.S.
A 1.0% increase in interest rates would increase interest expense by approximately $1 million on an annualized basis, thus decreasing net income by the same amount.
A 1.0% increase in interest rates would increase interest expense by approximately $5 million on an annualized basis, thus decreasing net income by the same amount.
CVR Energy’s obligated-party subsidiaries are exposed to market risk related to volatility in the price of RINs needed to comply with the Renewable Fuel Standards. See Note 19, “Commitments and Contingencies,” to the consolidated financial statements for further discussion about compliance with the Renewable Fuel Standards. ​ ​ 58 Table of Contents
CVR Energy’s obligated-party subsidiaries are exposed to market risk related to volatility in the price of RINs needed to comply with the Renewable Fuel Standards. See Note 19, “Commitments and Contingencies,” to the consolidated financial statements for further discussion about compliance with the Renewable Fuel Standards. 61 Table of Contents
With regard to its hedging activities, CVR 56 Table of Contents Energy may enter into, or has entered into, derivative instruments which serve to: lock in or fix a percentage of the anticipated or planned gross margin in future periods when the derivative market offers commodity spreads that generate positive cash flows; hedge the value of inventories in excess of minimum required inventories; and manage existing derivative positions related to a change in anticipated operations and market conditions.
With regard to its hedging activities, CVR Energy may enter into, or has entered into, derivative instruments which serve to: lock in or fix a percentage of the anticipated or planned gross margin in future periods when the derivative market offers commodity spreads that generate positive cash flows; hedge the value of inventories in excess of minimum required inventories; and manage existing derivative positions related to a change in anticipated operations and market conditions.
Compliance Program Price Risk As a producer of transportation fuels from petroleum, our Energy segment’s obligated-party subsidiaries are required to blend biofuels into the transportation fuels they produce or to purchase RINs in the open market in lieu of 57 Table of Contents blending to meet the mandates established by the EPA, unless such blending obligations are waived by the EPA.
Compliance Program Price Risk As a producer of transportation fuels from petroleum, our Energy segment’s obligated-party subsidiaries are required to blend biofuels into the transportation fuels they produce or to purchase RINs in the open market in lieu of blending to meet the mandates established by the EPA, unless such blending obligations are waived by the EPA.
Additionally, as of December 31, 2023, our operating segments have additional borrowing availability subject to variable interest rates aggregating $321 million, which if outstanding, would increase our operating segments’ exposure to changes in interest rates. Foreign Currency Exchange Rate Risk Certain of our subsidiaries operate in foreign jurisdictions and we transact business in foreign currencies.
Additionally, as of December 31, 2024, our operating segments have additional borrowing availability subject to variable interest rates aggregating $306 million, which if outstanding, would increase our operating segments’ exposure to changes in interest rates. Foreign Currency Exchange Rate Risk Certain of our subsidiaries operate in foreign jurisdictions and we transact business in foreign currencies.
However, as of December 31, 2023, we estimate that the impact to our share of the net gain (loss) from investment activities reported in our consolidated statements of operations would be less than the change in fair value since we have an investment of approximately 60% in the Investment Funds, and the non-controlling interests in income would correspondingly offset approximately 40% of the change in fair value.
However, as of December 31, 2024, we estimate that the impact to our share of the net gain (loss) from investment activities reported in our consolidated statements of operations would be less than the change in fair value since we have an investment of approximately 64% in the Investment Funds, and the non-controlling interests in income would correspondingly offset approximately 36% of the change in fair value.
In addition, we may hold investments in common stocks of major multinational companies who have significant foreign business and foreign currency risk of their own. Our net assets subject to financial statement translation into U.S. Dollars are primarily in our Food Packaging segment.
In addition, we may hold investments in common stocks of major multinational companies who have significant foreign business and foreign currency risk of their own. Our net assets subject to financial statement translation into U.S.
Interest Rate Risk Our predominant exposure to interest rate risk is related to our operating subsidiaries. Our operating subsidiaries have variable rate debt with a principal amount outstanding aggregating $141 million as of December 31, 2023, primarily at our Food Packaging segment.
Interest Rate Risk Our predominant exposure to interest rate risk is related to our operating subsidiaries. Our operating subsidiaries have variable rate debt primarily with a principal amount outstanding aggregating $483 million as of December 31, 2024, primarily at our Energy and Food Packaging segment.
As of December 31, 2022, we estimated that in the event of a 10% adverse change in the fair value of these investments, the fair values of securities owned, securities sold, not yet purchased and derivatives, based on the price impact on notional value, would decrease by approximately $672 million, $650 million and $968 million, respectively and as of December 31, 2022, our investment in the Investment Funds was 46%.
As of December 31, 2023, we estimated that in the event of a 10% adverse change in the fair value of these investments, the fair values of securities owned, securities sold, not yet purchased and derivatives, based on the price impact on notional value, would decrease by approximately $290 million, $347 million and $673 million, respectively and as of December 31, 2023, our investment in the Investment Funds was 60%.
Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect Viskase’s financial condition.
Dollars as part of the consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect Viskase’s financial condition.
Viskase recorded a translation gain of $5 million and a loss of $4 million in accumulated other comprehensive loss for the years ended December 31, 2023 and 2022, respectively, and recorded translation losses in earnings of $3 million for each of the years ended December 31, 2023 and 2022.
Viskase recorded a translation loss of $7 million and a gain of $5 million in accumulated other comprehensive loss for the years ended December 31, 2024 and 2023, respectively, and recorded translation losses in earnings of $9 million and $3 million for the years ended December 31, 2024 and 2023, respectively.
Based on their respective balances as of December 31, 2023, we estimate that in the event of a 10% adverse change in the fair value of these investments, the fair values of securities owned, securities sold, not yet purchased and derivatives, based on the price impact on notional value, would decrease by approximately $290 million, $347 million and $673 million, respectively.
Based 59 Table of Contents on their respective balances as of December 31, 2024, we estimate that in the event of a 10% adverse change in the fair value of these investments, the fair values of securities owned, securities sold, not yet purchased and derivatives, based on the price impact on notional value, would decrease by approximately $227 million, $137 million and $409 million, respectively.

Other IEP 10-K year-over-year comparisons