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What changed in ICAHN ENTERPRISES L.P.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of ICAHN ENTERPRISES L.P.'s 2024 and 2025 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 2025 report.

+376 added357 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-26)

Top changes in ICAHN ENTERPRISES L.P.'s 2025 10-K

376 paragraphs added · 357 removed · 287 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur 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.
Biggest changeAs of December 31, 2025, we owned approximately 70% of the total outstanding common stock of CVR Energy and 3% of the outstanding common units of CVR Partners. Our Energy segment’s net sales for each of the years ended December 31, 2025, 2024 and 2023 represented approximately 83% consolidated net sales, primarily from the sale of its petroleum products.
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.
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 4 Table of Contents are owned, leased or part of a joint venture operation.
CVR Energy is an independent petroleum refiner and marketer of high value transportation fuels primarily in the form of gasoline, diesel, jet fuel and distillates. The renewables business refines renewable feedstocks, such as soybean oil, corn oil, and other related renewable feedstocks, into renewable diesel, and markets renewable products.
CVR Energy is an independent petroleum refiner and is a 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.
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.
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 media, 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.
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.
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, 2025, we had investments with a fair market value of approximately $2.7 billion in the Investment Funds, as defined below.
In addition, the laws, rules, and regulations to which CVR Energy is subject to are often evolving and many of them have or could become more stringent or have or could become subject to more stringent interpretation or enforcement by federal, state or local agencies or courts. These laws and regulations could result in increased capital, operating and compliance costs.
In addition, the laws, rules, and regulations to which CVR Energy is subject to are often evolving and some of them have or could become more stringent or have or could become subject to more stringent interpretation or enforcement by federal, state or local agencies or courts. These laws and regulations could result in increased capital, operating and compliance costs.
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”).
Icahn and his affiliates owned approximately 86% of our outstanding depositary units as of December 31, 2025. 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”).
Our other operating segments’ revenues are also derived through various other revenue streams which primarily consists of automotive services and real estate leasing operations. The majority of our consolidated revenues are derived from customers in the United States. Our Food Packaging segment accounted for the majority of our consolidated revenues derived from customers outside the United States.
Our other operating segments’ revenues are also derived through various other revenue streams which primarily consist of automotive services and real estate leasing operations. The majority of our consolidated revenues are derived from customers in the United States. Our Food Packaging segment accounted for the majority of our consolidated revenues derived from customers outside the United States.
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.
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, 2025.
(“Icahn Enterprises GP”), which is indirectly owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2024, representing an aggregate 1.99% general partner interest in Icahn Enterprises Holdings and us. Mr.
(“Icahn 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, 2025, representing an aggregate 1.99% general partner interest in Icahn Enterprises Holdings and us. Mr.
As a result of Auto Plus’ filings for bankruptcy protections on January 31, 2023, we no longer controlled the operations of Auto Plus, and therefore, we deconsolidated Auto Plus as of January 31, 2023. See Note 3, “Subsidiary Bankruptcy and Deconsolidation”, for a detailed discussion of the Auto Plus bankruptcy and deconsolidation.
As a result of Auto Plus’s filings for bankruptcy protections on January 31, 2023, we no longer controlled the operations of Auto Plus, and therefore, we deconsolidated Auto Plus as of January 31, 2023. See Note 3, “Subsidiary Bankruptcy and Deconsolidation”, for a detailed discussion of the Auto Plus bankruptcy and deconsolidation.
(“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.
(“CVR Energy”), along with a 3% interest in common units of CVR Partners, LP (“CVR Partners”) 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.
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 .
Approximately 26% 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 .
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.
Our Automotive segment’s net sales for the years ended December 31, 2025, 2024 and 2023 represented approximately 10%, 10% and 9%, respectively, of our consolidated net sales. Products, Services and Customers The automotive aftermarket industry is in the mature stage of its life cycle.
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.
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, 2025, through our Investment segment, we have significant positions in various investments, which include American Electric Power Company, Inc. (AEP), Southwest Gas Holdings, Inc. (SWX), EchoStar Corp.
Over the past decade, consumers have moved away from do-it-yourself (retail) toward do-it-for-me (services) due to increasing vehicle complexity and electronic content, as well as decreasing availability of diagnostic equipment and know-how. The Automotive segment seeks to provide (i) an extensive selection of product offerings, (ii) competitive pricing, (iii) exceptional in-store service experience, and (iv) superior delivery to its customers.
Over the past decade, consumers have moved away from do-it-yourself (retail) toward do-it-for-me (services) due to increasing vehicle complexity and electronic content, as well as decreasing availability of diagnostic equipment and know-how. The Automotive segment seeks to provide (i) an extensive selection of tire and automotive service offerings, (ii) competitive pricing, and (iii) exceptional in-store service experience.
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.
CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate (“UAN”) and ammonia. CVR Energy held 100% of the general partner interest and approximately 37% of the outstanding common units of CVR Partners as of December 31, 2025.
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.
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.
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
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 .
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.
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 subsidiary, Icahn Automotive Group LLC (“Icahn Automotive”). The Automotive segment is headquartered in Bala Cynwyd, Pennsylvania.
The Automotive segment is engaged in providing a full range of automotive repair and maintenance services, along with the sale of any installed parts or materials related to automotive services (“Automotive Services”) to its customers, as well as sales of automotive aftermarket parts and retailed merchandise (“Aftermarket Parts”).
The Automotive segment is engaged in providing a full range of automotive repair and maintenance services, along with the sale of any installed parts or materials related to automotive services (“Automotive Services”) to its customers, as well as sales of automotive aftermarket parts and retailed merchandise (“Aftermarket Parts”). We exited the Aftermarket Parts business in the first quarter of 2025.
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.
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”).
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.
CVR Partners’ top two customers represented 28% and 25% of its net sales for the years ended December 31, 2025 and 2023, respectively, and its top customer represented 14% of its net sales for the years ended December 31, 2024.
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.
During 2025, the Automotive segment’s ten largest suppliers accounted for approximately 86% of the merchandise purchased and its two largest suppliers accounted for approximately 36% of the merchandise purchased. The Automotive segment believes that the relationships that it has established with its suppliers are generally positive.
(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.
(SATS), Centuri Holdings, Inc. (CTRI) and International Flavors and Fragrances Inc. (IFF). 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 is a diversified holding company primarily engaged in the petroleum refining and marketing businesses, the renewable fuels businesses as well as in the nitrogen fertilizer manufacturing and distribution businesses through its holdings in CVR Partners, LP, a publicly traded limited partnership (“CVR Partners”).
CVR Energy is 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.
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.
Our other reporting segments employ an aggregate of approximately 13,500 employees, of which approximately 55% are employed within our Automotive segment, 15% are employed within our Food Packaging segment, 13% are employed within our Home 7 Table of Contents Fashion segment, 11% are employed within our Energy segment and 3% or less are employed at each of our other segments.
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.
The refining business’s top customer represented 12% and 13% of its net sales for the years ended December 31, 2025 and 2024, respectively, and its top two customers represented 27% of its net sales for the year ended December 31, 2023.
On January 31, 2023, a subsidiary of Icahn Automotive, IEH Auto Parts Holding LLC and its subsidiaries (collectively “Auto Plus”), an Aftermarket Parts distributor held within our Automotive segment, filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).
The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties. On January 31, 2023, a subsidiary of Icahn Automotive, IEH Auto Parts Holding LLC and its subsidiaries (collectively “Auto Plus”), an Aftermarket Parts distributor held within our Automotive segment, filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).
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.
Our Real Estate segment primarily 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 a country club.
In addition to its primary businesses, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases.
In addition to its primary businesses, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases. In October and November of 2025, our Automotive segment completed the transfer of $465 million of owned real estate properties to our Real Estate segment.
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 the past, the Automotive segment has not experienced difficulty in obtaining satisfactory sources of supply and it believes 6 Table of Contents that adequate alternative sources of supply exist, at similar cost, for the types of merchandise used in delivery of its services.
(“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.
Other Operating Segments Food Packaging We conduct our Food Packaging segment through our majority owned subsidiary, Viskase Companies, Inc. (“Viskase”). Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products. Approximately 71% of Viskase’s net sales during 2025 were derived from customers outside the United States.
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.
In April 2022, CVR Energy converted its Wynnewood refinery’s hydrocracker to a renewable diesel unit (“RDU”), which RDU is also capable of being returned to hydrocarbon service.
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.
Vivus is a specialty pharmaceutical company with two approved therapies: one for chronic weight management and the other for the treatment of exocrine pancreatic insufficiency. In addition, Vivus has two product candidates in active clinical development and two product candidates in early-stage development. Employees We have an aggregate of 47 employees at our Holding Company and Investment segment.
Removed
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.
Added
Products, Raw Materials, Supply and Customers CVR Energy’s refining business has the capability to process a variety of crude oil blends. Its oil refineries in Coffeyville, Kansas and Wynnewood, Oklahoma have a combined capacity of approximately 206,500 barrels per day (“bpd”).
Added
In December 2025, our Energy segment reverted the RDU back to hydrocarbon processing service, considering the unfavorable economics of the renewables business and to optimize feedstock and relieve certain logistical constraints within the refining business. CVR Energy maintains the option to switch back to renewable diesel service if market conditions make it economically favorable to do so.
Added
Following the transfer, the Real Estate segment assumed control of the properties and will manage and lease them as part of its ongoing operations. The Automotive segment entered into fair market value leases with the Real Estate segment for the locations in which it will continue to operate the Automotive Services business.
Added
In March, September and December 2025 and January 2026, Viskase completed equity private placements whereby we acquired an aggregate of 57,288,561 additional shares of Viskase common stock for an aggregate of $45 million. As of December 31, 2025, we owned approximately 93% of the total outstanding common stock of Viskase.
Added
Viskase's previously announced merger with Enzon Pharmaceuticals, Inc. is anticipated to close in the first quarter of 2026. Real Estate We conduct our Real Estate segment through various wholly owned subsidiaries.
Added
In October and November of 2025, our Automotive segment completed the transfer of $465 million of owned real estate properties to our Real Estate segment. Following the transfer, the Real Estate segment assumed control of the properties and will manage and lease them as part of its ongoing operations.
Added
The Automotive segment entered into fair market value leases with the Real Estate segment for the locations in which it will continue to operate the Automotive Services business.
Added
The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties. ​ In August 2025, our Real Estate segment sold certain properties for total consideration of $247 million, including loan origination fees, resulting in a pre-tax gain on disposition of assets of $223 million.
Added
The transaction included seller financing, which is included in related party notes receivable, and a preferred equity method investment included in investments, in our condensed consolidated balance sheet as of December 31, 2025. Home Fashion We conduct our Home Fashion segment through our wholly owned subsidiary, WestPoint Home LLC (“WPH”).

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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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.
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.
For example, past proposals have included taxing publicly traded partnerships, such as us, as corporations and introducing substantive changes to the definition of “qualifying” income, which could make it more difficult or impossible to for us to meet the exception that allows publicly traded partnerships generating “qualifying” income to be treated as partnerships (rather than corporations) for U.S. federal income tax purposes.
For example, past proposals have included taxing publicly traded partnerships, such as us, as corporations and introducing substantive changes to the definition of “qualifying” income, which could make it more difficult or impossible for us to meet the exception that allows publicly traded partnerships generating “qualifying” income to be treated as partnerships (rather than corporations) for U.S. federal income tax purposes.
The ongoing conflicts in Ukraine and the Middle East have exacerbated many of these issues, including leading to increased prices of gasoline and distillates as a result of the global increase in commodity prices, which for example, has impacted, and may continue to impact, the input costs for our Energy segment.
The conflicts in Ukraine and the Middle East have exacerbated many of these issues, including leading to increased prices of gasoline and distillates as a result of the global increase in commodity prices, which for example, has impacted, and may continue to impact, the input costs for our Energy segment.
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.
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 or 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.
As members of the controlled group, we would be liable for any failure of Viskase or ACF to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase or ACF pension plans.
As members of the controlled group, we would be liable for any failure of Viskase to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase pension plans.
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.
While we made cash distributions to Icahn Enterprises’ unitholders in each of the four quarters of 2025, 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, 2024, 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, 2025, Mr.
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.
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.
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. Mr. Icahn, through affiliates, as of December 31, 2024, owned 100% of Icahn Enterprises GP and approximately 86% of our outstanding depositary units. If Mr.
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. Mr. Icahn, through affiliates, as of December 31, 2025, owned 100% of Icahn Enterprises GP and approximately 86% of our outstanding depositary units. If 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, 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, 2025, Mr.
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.
Icahn as of December 31, 2025, 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.
As it is in the short seller’s best interests for the price of the securities to decline, many short sellers (sometime known as “disclosed shorts”) publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects to create negative market momentum.
As it is in the short seller’s best interests for the price of the securities to decline, many short sellers (sometimes known as “disclosed shorts”) publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects to create negative market momentum.
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.
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.
Many of these climate change and environmental laws and regulations are becoming increasingly stringent, and new or revised laws and regulations or new interpretations of existing laws and regulations, such as those related to climate change and GHG emissions, could affect the operation of our properties or result in significant additional expense and restrictions on our business operations, including as a result of the cost of compliance with these requirements, which can be expected to increase over time.
Many of these climate change and environmental laws and regulations are becoming increasingly stringent, and new or revised laws and regulations or new interpretations of existing laws and regulations, such as those related to 25 Table of Contents climate change and GHG emissions, could affect the operation of our properties or result in significant additional expense and restrictions on our business operations, including as a result of the cost of compliance with these requirements, which can be expected to increase over time.
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 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 2025, 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, 2024, 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, 2025, and, as a result, has the ability to influence many aspects of our operations and affairs. Mr.
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.
As of December 31, 2025, 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.
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.
We have repurchased certain of our outstanding senior notes, and the board of directors has approved the repurchase by the 10 Table of Contents 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.
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.
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.
As a result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry, although in recent years “anti-ESG” sentiment has 31 Table of Contents gained momentum, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives, and investors and investor groups changing their ESG priorities.
As a result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry, although in recent years “anti-ESG” sentiment has gained momentum, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives, and investors and investor groups changing their ESG priorities.
Any actions taken by us or by the Partnership Representative on our behalf with respect to, among other things, U.S. federal income tax audits and judicial review of administrative adjustments by the IRS, will be binding on us and our unitholders. We may be subject to the pension liabilities of our affiliates. Mr.
Any actions taken by us or by the Partnership Representative on our behalf with respect to, among other things, U.S. federal income tax audits and judicial review of administrative adjustments by the IRS, will be binding on us and our unitholders. 13 Table of Contents We may be subject to the pension liabilities of our affiliates. Mr.
In particular, purchasing assets at what may appear to be undervalued levels is no guarantee that these assets will not be trading at even more undervalued or otherwise lower levels at a future time of valuation or at the time of sale. The prices of financial instruments in which the Investment Funds may invest can be highly volatile.
In particular, purchasing assets at what may appear to be undervalued levels is no guarantee that these assets will not be trading at even more undervalued or otherwise lower levels at a future time of valuation or at the time of sale. 19 Table of Contents The prices of financial instruments in which the Investment Funds may invest can be highly volatile.
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.
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 new U.S. presidential administration has different regulatory priorities than the prior 21 Table of Contents administration, which could lead to changes to the regulations impacting our business or the enforcement priorities of the agencies charged with enforcing those regulations. Such changes may limit the scope of investment activities that may be undertaken by the Investment Funds’ managers.
The new U.S. presidential administration has different regulatory priorities than the prior administration, which could lead to changes to the regulations impacting our business or the enforcement priorities of the agencies charged with enforcing those regulations. Such changes may limit the scope of investment activities that may be undertaken by the Investment Funds’ managers.
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.
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.
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.
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.
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.
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.
As a result of the reduced basis, a unitholder will recognize a greater amount of income if the unit is later sold for an amount greater than such unit’s basis. A portion of the amount realized, whether or not representing gain, may be ordinary income to the selling unitholder due to potential recapture items.
As a result of the reduced basis, a unitholder will recognize a greater amount of income if the unit is later sold for an amount greater than such unit’s 11 Table of Contents basis. A portion of the amount realized, whether or not representing gain, may be ordinary income to the selling unitholder due to potential recapture items.
Measures to address climate change and reduce greenhouse gas (“GHGs”) could affect our operations by requiring increased operating and capital costs, limiting GHG emissions and/or increasing taxes on GHG emissions.
Measures to address climate change and reduce greenhouse gases (“GHGs”) could affect our operations by requiring increased operating and capital costs, limiting GHG emissions and/or increasing taxes on GHG emissions.
Accordingly, while we remain a controlled company and during any transition period following a time when we are no longer a controlled company, the Nasdaq listing rules do not provide the same corporate governance protections applicable to stockholders of companies that are subject to all of the Nasdaq listing requirements.
Accordingly, while we remain a controlled company and during any transition period following a 14 Table of Contents time when we are no longer a controlled company, the Nasdaq listing rules do not provide the same corporate governance protections applicable to stockholders of companies that are subject to all of the Nasdaq listing requirements.
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.
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.
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.
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 28 Table of Contents foreign currencies will affect the value at which the results of these entities are included within our consolidated results.
However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes. 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.
However, 17 Table of Contents it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes. 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.
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.
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. 15 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.
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.
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.
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.
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.
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.
Unlike the previous loan agreements, for purposes of the loan-to-value ratio set forth in the Loan Agreement, the value of the pledged depositary units will be calculated based upon the Company’s indicative net asset value rather than the market price of the depositary units.
The forced liquidation of all or a portion of the Investment Funds’ portfolios at distressed prices could result in significant losses to the Investment Funds. The possibility of increased regulation could result in additional burdens on our Investment segment.
The forced liquidation of all or a portion of the Investment Funds’ portfolios at distressed prices could result in significant losses to the Investment Funds. 21 Table of Contents The possibility of increased regulation could result in additional burdens on our Investment segment.
Icahn, through certain affiliates, owns 100% of Icahn Enterprises GP and approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2024.
Icahn, through certain affiliates, owns 100% of Icahn Enterprises GP and approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2025.
Further, future pandemics may affect our operating and financial results in a manner that is not presently known to us or that we currently do not expect to present significant risks to our operations or financial results. Global economic conditions may have adverse impacts on our businesses and financial condition.
Further, future pandemics may affect our operating and financial results in a manner that is not presently known to us or that we currently do not expect to present significant risks to our operations or financial results. 30 Table of Contents Global economic conditions may have adverse impacts on our businesses and financial condition.
For example, a publicly traded partnership is generally taxable as a corporation unless 90% or more of its gross income is “qualifying” income, which includes interest, dividends, oil and gas revenues, real property rents, gains from the sale or other disposition of real property, gain from the sale or other disposition of capital assets held for the production of interest or dividends, and certain other items.
For example, a publicly traded partnership is generally taxable as a corporation unless 90% or more of its gross income is “qualifying” income, which includes interest, dividends, oil and gas revenues and certain other income from minerals, natural resources and specified energy resources, real property rents, gains from the sale or other disposition of real property, gain from the sale or other disposition of capital assets held for the production of interest or dividends, and certain other items.
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.
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 extreme weather conditions, among others. Such risks have become even more heightened in recent years as a result of the effects of climate change.
The EPA has promulgated the Renewable Fuel Standards (“RFS”), which requires refiners to either blend “renewable fuels,” such as ethanol and biofuel, into their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending.
The EPA promulgated the Renewable Fuel Standards (“RFS”), which requires refiners to either blend “renewable fuels,” such as ethanol and biofuel, into their transportation fuels or purchase renewable fuel credits, known as 26 Table of Contents renewable identification numbers (“RINs”), in lieu of blending.
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, son of Mr. Icahn.
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 18 Table of Contents affiliates and by Brett Icahn, son of Mr. Icahn.
This risk may be magnified due to concentration of investments and investments in undervalued securities. 18 Table of Contents Our Investment segment’s revenue depends on the investments made by the Investment Funds.
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.
As a result, we and our subsidiaries will have substantially more capacity under these maintenance covenants to incur additional unsecured indebtedness (but subject to the other covenants in the indentures governing our senior notes that restrict our ability and that of the guarantor of the notes, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness).
As a result, we and our subsidiaries have substantially more capacity under these maintenance covenants to incur additional unsecured indebtedness than we would if our notes were unsecured (but subject to the other covenants in the indentures governing our senior notes that restrict our ability and that of the guarantor of the notes, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness).
In addition, the Investment Funds may make investments in which it shares control over the investment with co-investors, which may make it more difficult for it to implement its investment approach or exit the investment when it otherwise would.
In addition, the Investment Funds may make investments in which it shares control over the investment with co-investors, which may make it more 20 Table of Contents difficult for it to implement its investment approach or exit the investment when it otherwise would.
Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase and ACF Industries LLC (“ACF”).
Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase (and, prior to their termination, of ACF Industries LLC (“ACF”), as further described below).
The COVID-19 pandemic had, and any future pandemics may have, a material adverse impact on our and our subsidiaries’ operations and financial performance, as well as on the operations and financial performance of many of the customers and suppliers in our operating segments.
Future pandemics may have a material adverse impact on our and our subsidiaries’ operations and financial performance, as well as on the operations and financial performance of many of the customers and suppliers in our operating segments.
If sufficient RINs are unavailable for purchase, if the petroleum business has to pay a significantly higher price for RINs or if the petroleum business is otherwise unable to meet the EPA’s RFS mandates, our Energy segment’s business, financial condition and results of operations could be materially adversely affected.
If sufficient RINs are unavailable for purchase, if the petroleum business has to pay a significantly higher price for RINs or if the petroleum business is otherwise unable to meet the EPA’s RFS mandates, or if the RFS program is modified, curtailed or subject to further regulatory or judicial changes, our Energy segment’s business, financial condition and results of operations could be materially adversely affected.
Failure to properly implement or upgrade software, including failure to recruit/retain appropriate experts, train employees, implement processes and properly bridge to legacy software, among others, may negatively impact our subsidiaries’ ability to properly operate their businesses and to report internally and externally, including reporting to us.
Failure to properly implement or upgrade software, including failure to recruit/retain appropriate experts, train employees, implement processes and properly bridge to legacy software, among other things, may negatively impact our subsidiaries’ ability to properly operate their businesses and to report internally and externally, 31 Table of Contents including reporting to us.
Consequently, our cash flow and our ability to meet our debt service obligations and make distributions with respect to depositary units likely will depend on the cash flow of our subsidiaries and the payment of funds to us by our subsidiaries in the form of dividends, distributions, loans or otherwise.
Consequently, our cash flow and our ability to meet our debt service obligations and make distributions with respect to depositary units likely will depend on the cash flow of our subsidiaries and the payment of funds to us by our subsidiaries in the form of dividends, distributions, loans or otherwise. 16 Table of Contents The operating results of our subsidiaries may not be sufficient to make distributions to us.
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).
This could require certain businesses to shut down or significantly reduce production at facilities relating to such products, which could adversely affect our business. 29 Table of Contents 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).
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.
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.
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.
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.
We are subject to the risk of becoming an investment company. Because we are a holding company and a significant portion of our assets may, from time to time, consist of investments in companies in which we own less than a 50% interest, we run the risk of inadvertently becoming an investment company that is required to register under the Investment Company Act.
There cannot be any assurance that any potential transactions that we consider will be completed. 9 Table of Contents We are subject to the risk of becoming an investment company. Because we are a holding company and a significant portion of our assets may, from time to time, consist of investments in companies in which we own less than a 50% interest, we run the risk of inadvertently becoming an investment company that is required to register under the Investment Company Act.
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.
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. 27 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, 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.
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.
Accordingly, all of our notes are now secured and, as a result, will be excluded from the calculation of the ratio test under these maintenance covenants, and we no longer have a material amount of unsecured indebtedness.
However, all of our notes are secured and, as a result, are excluded from the calculation of the ratio test under these maintenance covenants, and we do not have a material amount of unsecured indebtedness.
Investments of this type may involve substantial financial, legal and business risks that can result in substantial, or at times even total, losses. The market prices of such securities are subject to abrupt and erratic market movements and above-average price volatility. It may take a number of years for the market price of such securities to reflect their intrinsic value.
Investments of this type may involve substantial financial, legal and business risks that can result in substantial, or at times even total, losses. The market prices of such securities are subject to abrupt and erratic market movements and above-average price 22 Table of Contents volatility.
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 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.
The terms of the Loan Agreement require that distributions paid upon, or proceeds from sales of, pledged depositary units be used to prepay the loans or be pledged as additional collateral.
Neither IEP nor any of its subsidiaries is a party to the Loan Agreement or the amendments to the Loan Agreement. The terms of the Loan Agreement require that distributions paid upon, or proceeds from sales of, pledged depositary units be used to prepay the loans or be pledged as additional collateral.
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.
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.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our units based upon the ownership of our units at the close of business on the last day of each month, instead of on the basis of the date a particular unit is transferred.
Our counsel has not rendered an opinion on the state and local tax consequences of an investment in our units. 12 Table of Contents We prorate our items of income, gain, loss and deduction between transferors and transferees of our units based upon the ownership of our units at the close of business on the last day of each month, instead of on the basis of the date a particular unit is transferred.
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.
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.
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.
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.
This could lead to increased monitoring obligations and potential liability related thereto. If we are unable to maintain sales of our products at a price that reflects such increased costs, or if there is a reduced demand for our products, there could be a material adverse effect on our business, financial condition and results of operations.
If we are subject to those additional requirements and need to incur additional cost in connection therewith, if we are unable to maintain sales of our products at a price that reflects such increased costs, or if there is a reduced demand for our products, there could be a material adverse effect on our business, financial condition and results of operations.
As a result, the Investment Funds may not be able to effectively pursue a short selling strategy due to a limited supply of securities available for borrowing. The Investment Funds may effect transactions through over-the-counter or inter-dealer markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of exchange-based markets.
As a result, the Investment Funds may not be able to effectively pursue a short selling strategy due to a limited supply of securities available for borrowing. 23 Table of Contents The Investment Funds may effect transactions through over-the-counter or inter-dealer markets.
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.
Mr. Icahn may sell depositary units or make withdrawals from the Investment Funds in order to satisfy payment obligations under the Loan Agreement. 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.
If PFAS compounds are designated as hazardous substances under CERCLA or hazardous constituents under RCRA, the EPA could have the ability to order the investigation and remediation of those compounds. The EPA could also have the authority to reopen closed sites which are shown to be impacted by these PFAS compounds.
As a result of the CERCLA designation, and if additional PFAS compounds are designated as hazardous substances under CERCLA or are listed as hazardous constituents or otherwise become regulated under RCRA, EPA may have expanded the authority to order the investigation and remediation of those compounds, and to reopen closed sites which are shown to be impacted by these PFAS compounds, which could result in increased monitoring obligations and potential related liabilities.
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 actions and investigations could 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.
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.
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.
We continuously identify, evaluate and engage in discussions concerning potential investments and acquisitions, including potential investments in and acquisitions of affiliates of Mr. Icahn. There cannot be any assurance that any potential transactions that we consider will be completed.
We continuously identify, evaluate and engage in discussions concerning potential investments and acquisitions, including potential investments in and acquisitions of affiliates of Mr. Icahn.
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.
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 are unable to predict the extent to which future pandemics and related impacts will adversely impact our business operations, financial performance, results of operations, and financial position .
We are unable to predict the extent to which future pandemics and related impacts will adversely impact our business operations, financial performance, results of operations, and financial position . Future pandemics may also have the effect of heightening many of the other risks described in the risk factors set forth herein.
Our operating subsidiaries, particularly within our Energy segment, may become subject to catastrophic loss, which may cause operations to shut down or become significantly impaired.
Our operating subsidiaries could incur potentially significant costs to the extent there are unforeseen events which are not fully insured. Our operating subsidiaries, particularly within our Energy segment, may become subject to catastrophic loss, which may cause operations to shut down or become significantly impaired.
The blend wall is generally considered to be reached when more than 10% ethanol by volume (“E10”) is blended into gasoline transportation fuel. The petroleum business cannot predict the future prices of RINs. The price of RINs has been extremely volatile in the past.
The blend wall is generally considered to be reached when more than 10% ethanol by volume (“E10”) is blended into gasoline transportation fuel.
All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income 13 Table of Contents Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2024.
All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase plans have been met as of December 31, 2025. If the plans were voluntarily terminated, the Viskase plan would be underfunded by approximately $19 million as of December 31, 2025.
Our notes include a maintenance covenant that requires us to maintain a specified ratio of unencumbered assets compared to our total outstanding principal amount of unsecured indebtedness.
We cannot assure you that we will be able to refinance any of our outstanding indebtedness on commercially reasonable terms or at all. Our notes include a maintenance covenant that requires us to maintain a specified ratio of unencumbered assets compared to our total outstanding principal amount of unsecured indebtedness.
In addition, Amendment No. 1 provides for the pledging by Mr. Icahn of (i) depositary units of IEP owned by Mr. Icahn, (ii) interests owned by Mr. Icahn in the Investment Funds, and (iii) certain other collateral unrelated to IEP or the Investment Funds.
Icahn paid approximately $300 million to the principal of the loan. As of the date of Amendment No. 3, in connection with the Loan Agreement, Mr. Icahn has pledged (i) depositary units of IEP owned by Mr. Icahn, (ii) interests owned by Mr. Icahn in the Investment Funds, and (iii) certain other collateral unrelated to IEP or the Investment Funds.

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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 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.
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.
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.
Our cybersecurity governance committee led by our management team and our CIO with 18 years of experience in cybersecurity and a CISSP certification, bears the primary responsibility for assessing and managing material cybersecurity risks.
We and our subsidiaries depend on the accuracy, capacity, and security of our information technology systems and those used by our third-party service providers . To protect the confidentiality, integrity, and availability of our critical systems and information, we have developed and implemented a cybersecurity risk management program that includes a cybersecurity incident response plan.
We and our subsidiaries depend on the 32 Table of Contents accuracy, capacity, and security of our information technology systems and those used by our third-party service providers . To protect the confidentiality, integrity, and availability of our critical systems and information, we have developed and implemented a cybersecurity risk management program that includes a cybersecurity incident response plan.
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 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 2. Properties

Properties — owned and leased real estate

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Biggest changeWe 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.
Biggest changeGolf club operations in 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.
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 Partners subsidiaries also own and operate a fertilizer plant in both 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.
Food 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.
The vast majority of the Automotive segment’s facilities are leased with only a minimal number of owned locations. Food Packaging Viskase’s operations include nine manufacturing facilities throughout North America, Europe, South America and Asia. Real Estate Our Real Estate segment’s net lease operations consist of 202 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 and a renewable plant as well as office buildings located in each of Coffeyville, Kansas and Wynnewood, Oklahoma.
The principal physical properties at our other operating segments are as follows: Energy CVR Energy’s subsidiaries own and operate two oil refineries in Coffeyville, Kansas and Wynnewood, Oklahoma and a renewable plant in Wynnewood, Oklahoma, which was reverted to hydrocarbon service in December 2025, as well as office buildings located in each of Coffeyville, Kansas and Wynnewood, Oklahoma.
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.
CVR Energy also leases additional crude oil storage facilities. 33 Table of Contents Automotive The Automotive segment’s operations include approximately 820 company operated store locations of which 181 properties are owned by our Real Estate segment, 727 franchise locations and 13 distributions centers throughout the United States.
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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.
Added
Item 2. Properties Our Holding Company and Investment segment lease office space in Sunny Isles Beach, Florida.
Added
There are 5 regional distribution centers in New York, Indiana, Georgia, Texas, and Alabama. We own a 1.5 million square foot office tower and retail complex in Midtown Atlanta, Georgia, and 196 net lease commercial locations. ​ Our Real Estate segment’s club and development properties include development properties in Pinehurst, North Carolina, Cape Cod, Massachusetts and Vero Beach, Florida.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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.
Biggest changeMarket Information Icahn Enterprises’ depositary units are traded on the Nasdaq Global Select Market under the symbol “IEP.” Holders of Record As of December 31, 2025, 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.
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 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 during the year ended December 31, 2025.

Item 7. Management's Discussion & Analysis

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

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Biggest changeOther Segment Liquidity Segment Cash and Cash Equivalents Segment cash and cash equivalents (excluding our Investment segment) consists of the following: December 31, 2024 2023 (in millions) Energy $ 987 $ 1,179 Automotive 133 104 Food Packaging 6 8 Real Estate 25 22 Home Fashion 4 5 Pharma 42 26 $ 1,197 $ 1,344 As of December 31, 2023, our Energy segment’s cash and cash equivalents included to $598 million of reserved funds that were utilized for the repayment of the 5.250% senior notes due 2025 on February 15, 2024. 50 Table of Contents Sale of Equity Method Investment During the fourth quarter of 2024, our Energy segment sold an equity method investment for cash consideration of approximately $90 million, resulting in a gain of $24 million included within Other income, net. Segment Borrowings and Availability Segment debt consists of the following: December 31, 2024 2023 (in millions) Energy $ 1,919 $ 2,185 Automotive 31 33 Food Packaging 144 133 Real Estate 1 1 Home Fashion 15 8 $ 2,110 $ 2,360 In December 2024, CVR Energy and certain of its subsidiaries (the “Term Loan Borrowers”) entered into a senior secured term loan facility in the amount of $325 million, which was borrowed in full on the closing date, with net proceeds of $318 million.
Biggest changeDuring the year ended December 31, 2024, our Energy segment sold an equity method investment for cash consideration of approximately $90 million, resulting in a gain of $24 million included within Other income, net. Segment Borrowings and Availability Segment debt consists of the following: December 31, 2025 2024 (in millions) Energy $ 1,765 $ 1,919 Automotive 21 31 Food Packaging 142 144 Real Estate 1 1 Home Fashion 23 15 $ 1,952 $ 2,110 Energy In February 2026, CVR Energy completed the issuance of $1 billion aggregate principal amount of senior notes, consisting of $600 million of 7.50% senior notes due February 2031 and $400 million of 7.875% senior notes due February 2034.
As part of this plan, our Automotive segment completed the separation of certain of its Automotive Services and Aftermarket Parts businesses into two separate operating companies. Auto Plus, which operated the majority of our Aftermarket Parts business, began operating in locations owned and leased by the Aftermarket Services business from 2021 until 2023.
As part of this plan, our Automotive segment completed the separation of certain of its Automotive Services and Aftermarket Parts businesses into two separate operating companies. Auto Plus, which operated the majority of our Aftermarket Parts business, began operating in locations owned and leased by the Automotive Services business from 2021 until 2023.
During 2024, this included cash dividends received from CVR Energy of $100 million, cash distributions received from our Real Estate segment of $32 million and repayments of intercompany loans received from our Pharma segment of $28 million and other distributions of $7 million.
During 2024, this included cash dividends received from CVR Energy of $100 million; cash distributions received from our Real Estate segment of $32 million and repayments of intercompany loans received from our Pharma segment of $28 million and other distributions of $7 million.
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.
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 and inventory volatility, and can disrupt the production and trade of fertilizer, grains, and feedstock supply through several means, including trade restrictions and supply chain disruptions.
The negative performance of our Investment segment’s short positions was driven primarily by losses in broad market hedge of $261 million, net losses in the utilities, materials and industrials sectors of $222 million and the negative performance of certain credit default swap positions of $62 million, offset in part by gains in the energy sector of $302 million.
The performance of our Investment segment’s short positions was driven primarily by losses in broad market hedge of $261 million, net losses in the utilities, materials and industrials sectors of $222 million and net losses of certain credit default swap positions of $62 million, offset in part by gains in the energy sector of $302 million.
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.
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.
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.
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, 2025, there can be no assurance that any future capital will be available on acceptable terms or at all under this program.
The cost to acquire crude oil and other feedstocks and the price for which Refined Products are ultimately sold depend on factors beyond our Energy segment’s control, including the supply of and demand for crude oil, as well as gasoline, distillate, and other refined products, which, in turn, depend on, among other factors, changes in domestic and foreign economies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibility of imports and exports, the marketing of competitive fuels and the extent of government regulations.
The cost to acquire crude 39 Table of Contents oil and other feedstocks and the price for which Refined Products are ultimately sold depend on factors beyond our Energy segment’s control, including the supply of and demand for crude oil, as well as gasoline, distillate, and other refined products, which, in turn, depend on, among other factors, changes in domestic and foreign economies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibility of imports and exports, the marketing of competitive fuels and the extent of government regulations.
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.
Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2025, 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, 2025.
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.
Additionally, as of December 31, 2025, 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.
The effect of changes in crude oil prices on the petroleum business’ results of operations is partially influenced by the rate at which the processing of Refined Products adjusts to reflect these changes.
The effect of changes in crude oil prices on the petroleum business’ results of operations is also influenced by the rate at which the processing of Refined Products adjusts to reflect these changes.
Future Debt Service Obligations Future debt service obligations for our other operating segments are primarily within our Energy segment. Our Energy segment’s future debt maturities (excluding financing leases) are $325 million for 2027, $950 million for 2028 and $600 million for 2029.
Future 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 $157 million for 2027, $950 million for 2028 and $600 million for 2029.
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”).
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, 2024, filed on February 26, 2025 , 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 additional discussion of consolidated cash flows for the comparisons between the years ended December 31, 2023 and 2022.
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, 2024 filed on February 26, 2025 , which is incorporated by reference herein, for additional discussion of consolidated cash flows for the comparisons between the years ended December 31, 2024 and 2023.
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.
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, 2023 and 2022 are not included in this Report.
Certain discussions of results of operations for the comparisons between the years ended December 31, 2024 and 2023 are not included in this Report.
The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels, purchase renewable identification numbers (“RINs”), to the extent available, in lieu of blending, or face liability.
The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels, purchase RINs, to the extent available, in lieu of blending, or face liability.
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.
No assurance can be made that any or all amounts will be sold during the term of the agreement, and we have no obligation to sell additional depositary units under the Open Market Sale Agreement.
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.
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.
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.
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, 2025. For the years ended December 31, 2025, 2024 and 2023, our Investment Funds’ returns were 0.4%, (3.5)%, and (16.9)%, respectively.
See “Consolidated Cash Flows” below for additional information with respect to our Holding Company liquidity. 45 Table of Contents Holding Company Borrowings and Availability December 31, 2024 2023 (in millions) 6.375% senior notes due 2025 750 6.250% senior notes due 2026 750 1,250 5.250% senior notes due 2027 1,455 1,455 4.375% senior notes due 2029 750 750 9.750% senior notes due 2029 700 700 10.000% senior notes due 2029 500 9.000% senior notes due 2030 750 4,905 4,905 Less: Unamortized discounts, premiums, and debt issuance costs (10) (1) Less: Notes held in treasury (1) (196) (57) Total Debt $ 4,699 (2) $ 4,847 (1) At December 31, 2024, total debt is net of notes held in treasury of $31 million aggregate principal amount of our 6.250% senior notes due 2026, $73 million aggregate principal amount of our 5.250% senior notes due 2027, and $92 million aggregate principal amount of our 4.375% senior notes due 2029.
See “Consolidated Cash Flows” below for additional information with respect to our Holding Company liquidity. 45 Table of Contents Holding Company Borrowings and Availability December 31, 2025 2024 (in millions) 6.250% senior notes due 2026 250 750 5.250% senior notes due 2027 1,455 1,455 4.375% senior notes due 2029 750 750 9.750% senior notes due 2029 700 700 10.000% senior notes due 2029 1,000 500 9.000% senior notes due 2030 750 750 4,905 4,905 Less: Unamortized discounts, premiums, and debt issuance costs (16) (10) Less: Notes held in treasury (1) (225) (196) Total Debt $ 4,664 $ 4,699 (1) At December 31, 2025 total debt is net of notes held in treasury of $10 million aggregate principal amount of our 6.250% senior notes due 2026, $73 million aggregate principal amount of our 5.250% senior notes due 2027, $92 million aggregate principal amount of our 4.375% senior notes due 2029, and $50 million aggregate principal amount of our 9.000% senior notes due 2030.
Additionally, the cost of RINs is dependent upon a variety of factors, which include but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, the price at which RINs can be purchased, transportation fuel and renewable diesel production levels and pricing, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled.
Additionally, the cost of RINs is dependent upon a variety of factors, which include but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, transportation fuel and renewable diesel production levels and pricing, the availability of alternative or supportive credits for renewable fuel producers, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled.
Cash from Holding Company is made up of intercompany loans and contributions between our Holding Company and subsidiaries that are eliminated in consolidation. During 2024, this included cash paid to our Automotive segment of $38 million, Real Estate segment of $37 million and Home Fashion segment of $18 million.
During 2024, this included cash paid to our Automotive segment of $38 million, Real Estate segment of $37 million and Home Fashion segment of $18 million. Cash to Holding Company is made up of intercompany loans and contributions from our operating segments that are eliminated in consolidation.
The 9.750% senior notes due 2029 are subject to optional redemption premiums in the event we redeem these notes prior to three months before maturity. As of December 31, 2024 and 2023, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.
The 9.750% senior notes due 2029 are subject to optional redemption premiums in the event we redeem these notes prior to three months before maturity. 46 Table of Contents As of December 31, 2025 and 2024, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.
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.
In addition, our Energy segment had turnaround expenditures of $197 million, $53 million and $57 million during the years ended December 31, 2025, 2024 and 2023, respectively, which is reported separately from capital expenditures in our consolidated statements of cash flows.
As a result, we and our subsidiaries will have substantially more capacity under these covenants to incur additional unsecured indebtedness (but subject to the other covenants in the indentures governing our senior notes that restrict the ability of the Issuers and the Guarantors, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness).
As a result, we no longer have a material amount of unsecured indebtedness, and we and our subsidiaries have substantially more capacity under these covenants to incur additional unsecured indebtedness (but subject to the other covenants in the indentures governing our senior notes that restrict the ability of the Issuers and the Guarantors, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness).
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.
With respect to the notional value of our other long positions (42% long exposure) and short positions (76% short exposure), our liquidity would decrease by the balance sheet unrealized loss if we were to close the positions at quarter end prices.
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.
For each of December 31, 2025 and 2024, 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.
The petroleum business accounted for approximately 91%, 89% and 91% of our Energy segment’s net sales for the years ended December 31, 2024, 2023 and 2022, respectively.
The petroleum business accounted for approximately 90%, 91% and 89% of our Energy segment’s net sales for the years ended December 31, 2025, 2024 and 2023, respectively.
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.
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 10, 2026.
Real Estate Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to corporate tenants, the development and sale of single-family homes, and the operations of a resort and two country clubs. Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations.
Real Estate Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to commercial tenants, the development and sale of single-family homes, and the operations of a resort and a country club. Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations.
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.
In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash were $282 million, of which $175 million was distributed to Mr. Icahn and his affiliates.
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.
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, 2025, Mr. Icahn and his affiliates have pledged $568 million of interests in the Investment Funds.
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.
As of December 31, 2025, our Holding Company had cash and cash equivalents of approximately $839 million and total debt of approximately $4.7 billion. As of December 31, 2025, 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.
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, 2025 and 2024, we had investments with a fair market value of approximately $2.7 billion in the Investment Funds. As of December 31, 2025 and 2024, the total fair market value of investments in the Investment Funds made by Mr.
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.
LP Unit Distributions During the year ended December 31, 2025, we declared four quarterly distributions aggregating $2.00 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units.
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.
As of December 31, 2025 and 2024, the total fair market value of investments in the Investment Funds owned by the Company was approximately $2.7 billion, representing approximately 75% and 64% of the Investment Funds’ assets under management as of each respective date.
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.
Cost of goods sold for the year ended December 31, 2025 decreased by $9 million (3%) 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 10% and 17% for the year ended December 31, 2025 and 2024, respectively.
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.
On February 23, 2026, 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 15, 2026 to depositary unitholders of record at the close of business on March 9, 2026.
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.
Therefore, we discuss the combined results of our Automotive net sales and Automotive Services labor revenues below. Year Ended December 31, 2025 2024 2023 (in millions) Net sales and other revenue from operations $ 1,401 $ 1,445 $ 1,685 Cost of goods sold and other expenses from operations 1,050 1,067 1,196 Gross profit $ 351 $ 378 $ 489 Net sales and other revenues from operations for our Automotive segment for the year ended December 31, 2025 decreased by $44 million (3%) as compared to the comparable prior year period.
Cost of goods sold and other expenses from operations for the year ended December 31, 2024 decreased by $129 million (11%) as compared to the comparable prior year period.
Cost of goods sold and other expenses from operations for the year ended December 31, 2025 decreased by $17 million (2%) as compared to the comparable prior year period.
The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at December 31, 2024. Of the Investment Funds’ 102% long exposure, 54% was comprised of the fair value of its long positions and 48% was comprised mostly of single name equity forward and swap contracts.
The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at December 31, 2025. Of the Investment Funds’ 101% long exposure, 59% was comprised of the fair value of its long positions and 42% was comprised mostly of single name equity forward and swap contracts.
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, 2025, our consolidated goodwill was $290 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.
The Other category is primarily comprised of interest income earned on cash balances, collateral posted to counterparties and short rebates. The following tables sets forth the performance attribution and net income (loss) for the Investment Funds’ returns for the years ended December 31, 2024, 2023 and 2022, respectively, and includes performance of all investment and derivative position types including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative investments. Year Ended December 31, 2024 2023 2022 Long positions (2.3) % (2.8) % (3.3) % Short positions (5.8) % (18.5) % 0.1 % Other 4.6 % 4.4 % 0.8 % (3.5) % (16.9) % (2.4) % Year Ended December 31, 2024 2023 2022 (in millions) Long positions $ (180) $ (299) $ (264) Short positions (291) (1,355) (38) Other 229 299 79 $ (242) $ (1,355) $ (223) For the year ended December 31, 2024, the Investment Funds’ negative performance was driven by net losses in both our short and long positions.
The Other category is primarily comprised of interest income earned on cash balances, collateral posted to counterparties and short rebates. The following tables set forth the performance attribution and net income (loss) for the Investment Funds’ returns for the years ended December 31, 2025, 2024 and 2023, respectively, and includes performance of all investment and derivative position types including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative investments. Year Ended December 31, 2025 2024 2023 Long positions 12.5 % (2.3) % (2.8) % Short positions (15.7) % (5.8) % (18.5) % Other 3.6 % 4.6 % 4.4 % 0.4 % (3.5) % (16.9) % Year Ended December 31, 2025 2024 2023 (in millions) Long positions $ 348 $ (180) $ (299) Short positions (530) (291) (1,355) Other 129 229 299 $ (53) $ (242) $ (1,355) For the year ended December 31, 2025, the Investment Funds’ performance was primarily driven by net gains in long positions, offset in part by net losses in short positions.
Upon the closing of our secured debt offering in November of 2024, all of our notes are now secured and, as a result, will be excluded from the calculation of the ratio test under these covenants, and we no longer have a material amount of unsecured indebtedness.
Upon the closing of our secured debt offering in November of 2024, all of our notes are now secured and, as a result, will be excluded from the calculation of the ratio test under these covenants.
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 will have until April 3, 2026 to make a timely election to receive either cash or additional depositary units. If a unitholder does not make a timely 47 Table of Contents election, it will automatically be deemed to have elected to receive the distribution in additional depositary units.
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.
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.
Capital expenditures are primarily from our Energy and Automotive segments and are primarily for maintenance and growth. Refer to Note 15, “Segment and Geographic Reporting,” for capital expenditures reported for each of our segments. Turnaround expenditures relates to our Energy segment, which were higher in 2023 due to planned maintenance at one of its refineries.
Refer to Note 15, “Segment and Geographic Reporting,” for capital expenditures reported for each of our segments. Turnaround expenditures relates to our Energy segment, which were higher in 2025 compared to 2024, due to planned maintenance at one of its refineries.
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.
Cost of goods sold for our Energy segment decreased by approximately $590 million (8%) for the year ended December 31, 2025 as compared to prior year.
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.
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.
Our Automotive segment’s priorities include: Positioning the Automotive Services broad offerings to take advantage of opportunities in the do-it-for-me market and vehicle fleets; Strategic investment in brownfields and greenfields supplementing existing store footprints; Investment in, and strategic review of, capital projects within Icahn Automotive’s owned and leased locations to increase leasing revenue, restructure lease liabilities, and reduce occupancy costs; Optimization of Store and Distribution Center network while improving inventory and cost position; Investment to improve the overall customer experience through process, facilities and automation; Investment in employees with focus on training and career development; and Business process improvements and sharing best practices through investments in people, technology, and our overall supply chain. The following table presents our Automotive segment’s net sales and other revenue from operations, cost of goods sold and other expenses from operations and gross profit.
Our Automotive segment’s priorities include: Positioning the Automotive Services broad offerings to take advantage of opportunities in the do-it-for-me market and vehicle fleets; Evolving our current store footprint to keep pace with shifting market dynamics, with strategic investment in opening new locations with attractive growth potential and simultaneously closing our lowest and underperforming locations; Investment in, and strategic review of, capital projects 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.
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.
Icahn and his affiliates (excluding us and Brett Icahn) was approximately $908 million and $1.5 billion, respectively. Mr. Icahn and his affiliates (excluding us and Brett Icahn) redeemed $508 million and $250 million from the Investment Funds for the years ended December 31, 2025 and 2024, respectively.
The CVR Energy ABL also had $24 million and $26 million of letters of credit outstanding as of December 31, 2024 and December 31, 2023, respectively. 51 Table of Contents The above outstanding debt and borrowing availability with respect to each of our continuing operating segments reflects third-party obligations.
The CVR Energy ABL also had $10 million of letters of credit outstanding as of December 31, 2025. The above outstanding debt and borrowing availability with respect to each of our continuing operating segments reflects third-party obligations.
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.
Repurchase Authorization On May 9, 2023, the Board of Directors of the General Partner approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $500 million worth of any of our outstanding fixed-rate senior notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and up to an aggregate of $500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”), in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness.
Similarly, our Holding Company’s net distributions from (investments in) our other operating segments are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our other operating segments. 53 Table of Contents Holding Company Year Ended December 31, 2024 2023 2022 (in millions) Operating Activities: Cash payments for interest on senior notes $ (284) $ (287) $ (306) Interest and dividend income 98 94 31 Net cash receipts for income taxes, net of payments (2) (2) (3) Operating transactions with subsidiaries 17 Operating costs and other (42) (26) (37) $ (213) $ (221) $ (315) Investing Activities: Distributions from the Investment Funds $ 394 $ 242 $ Cash from operating segments 167 385 367 Cash to operating segments (93) (42) (239) Proceeds from sale of investments held at the Holding Company segment 153 Related party note receivable repayments and disbursements, net 4 30 Other investing activities, net 1 1 $ 472 $ 616 $ 282 Financing Activities: Partnership contributions $ 102 $ 185 $ 768 Partnership distributions (389) (307) (226) Payments to acquire additional interests in subsidiaries (13) (1) Proceeds from partial sale of interests in consolidated subsidiaries 158 Proceeds from Holding Company senior notes 1,266 699 Repurchase of senior notes held in treasury (176) Repayments and repurchases of Holding Company senior notes (1,221) (1,159) (500) Other financing activities, net (15) (1) $ (446) $ (424) $ 40 (Decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents $ (187) $ (29) $ 7 Distributions paid from the Investment Funds include a pro-rata distribution paid, which includes payment to the Holding Company, and are eliminated in consolidation.
Similarly, our Holding Company’s net distributions from (investments in) our other operating segments are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our other operating segments. 53 Table of Contents Holding Company Year Ended December 31, 2025 2024 2023 (in millions) Operating Activities: Cash payments for interest on senior notes $ (335) $ (284) $ (287) Interest and dividend income 57 98 94 Net cash receipts for income taxes, net of payments (2) (2) (2) Operating costs and other (30) (42) (26) $ (310) $ (230) $ (221) Investing Activities: Distributions from the Investment Funds $ $ 394 $ 242 Cash from operating segments 979 184 385 Cash to operating segments (896) (93) (42) Related party note receivable repayments and disbursements, net 4 4 30 Other investing activities, net 1 $ 87 $ 489 $ 616 Financing Activities: Partnership contributions 85 102 185 Partnership distributions (288) (389) (307) Payments to acquire additional interests in subsidiaries (102) (13) Proceeds from partial sale of interests in consolidated subsidiaries 158 Proceeds from Holding Company senior notes 495 1,266 699 Repurchase of senior notes held in treasury (46) (176) Repayments and repurchases of Holding Company senior notes (479) (1,221) (1,159) Other financing activities, net (3) (15) $ (338) $ (446) $ (424) (Decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents $ (561) $ (187) $ (29) Distributions paid from the Investment Funds include a pro-rata distribution paid, which includes payment to the Holding Company, and are eliminated in consolidation.
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.
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.
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.
When assets are placed in service, we make estimates of what we believe are their reasonable useful lives. 58 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.
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.
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, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 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 $ (310) $ 87 $ (338) $ (213) $ 472 $ (446) $ (221) $ 616 $ (424) Investment (128) (526) 541 (905) 2,789 (2,441) Other Operating Segments: Energy 144 (362) (258) 404 (121) (482) 948 (239) (40) Automotive (62) (89) 32 59 (52) 21 115 (47) 3 Food Packaging 12 (35) 26 3 (15) 11 43 (14) (29) Real Estate 14 86 (96) 15 (26) 12 42 (20) (30) Home Fashion (6) (8) 13 (18) (7) 25 (1) 1 Pharma 12 2 (30) 41 2 (27) 20 (10) Other operating segments 114 (406) (313) 504 (219) (440) 1,168 (321) (105) Total before eliminations (324) (319) (1,177) 832 253 (1,791) 3,736 295 (2,970) Eliminations 11 (83) 72 (468) 468 (585) 585 Consolidated $ (313) $ (402) $ (1,105) $ 832 $ (215) $ (1,323) $ 3,736 $ (290) $ (2,385) The discussion of consolidated cash flows below primarily discusses the comparisons between the years ended December 31, 2025 and 2024.
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.
Gross profit for our Energy segment increased by $142 million for the year ended December 31, 2025 as compared to prior year. Gross margin as a percentage of net sales was 4% and 2% for the year ended December 31, 2025 and 2024, respectively.
In addition to geopolitical conditions, such as the ongoing conflict in the Middle East and the impact of the Russia/Ukraine conflict, there are long-term factors such as the potential for increased tariffs, future trade conflicts and the potential changes in U.S. economic trade policy that may impact the demand for and inventory of Refined Products.
In addition to geopolitical conditions, including continued conflicts and tensions in the Middle East, the impact of the Russia/Ukraine conflict and recent developments in Venezuela, including continued political and economic uncertainty and sanctions-related constraints, long-term factors such as increased tariffs, ongoing and future trade conflicts and changes in U.S. economic trade policy that may impact the demand for and inventory of refined products.
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.
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, 2025 2024 2023 2025 2024 2023 2025 2024 2023 (in millions) Investment $ 12 $ (86) $ (1,078) $ (54) $ (242) $ (1,353) $ 5 $ (132) $ (701) Holding Company 61 109 110 (356) (271) (504) (356) (271) (504) Other Operating Segments: Energy 7,188 7,684 9,297 42 (4) 831 4 (18) 508 Automotive 1,423 1,540 1,754 (130) (16) (6) (130) (16) (6) Food Packaging 362 393 435 (66) (6) 13 (60) (5) 12 Real Estate 336 97 143 256 (4) 16 256 (4) 16 Home Fashion 171 172 175 (14) (8) (6) (14) (8) (6) Pharma 105 111 98 (4) 9 (3) (4) 9 (3) Other operating segments 9,585 9,997 11,902 84 (29) 845 52 (42) 521 Consolidated $ 9,658 $ 10,020 $ 10,934 $ (326) $ (542) $ (1,012) $ (299) $ (445) $ (684) Management’s Discussion and Analysis of Results of Operations discusses the comparisons between the years ended December 31, 2025 and 2024.
Subsidiary Distributions and Dividends During the year ended December 31, 2024, our Investment segment paid a pro-rata distribution of $650 million, which included $394 million in cash received by the Company in connection with its portion. During the year ended December 31, 2024, our Energy segment paid three quarterly distributions aggregating $1.50 per share.
During the year ended December 31, 2024, our Investment segment paid a pro-rata distribution of $650 million, which included $394 million in cash received by the Company in connection with its portion.
For the third quarter of 2024, CVR Energy, our subsidiary in our Energy segment, elected to suspend payment of its cash dividend, and it continued to not pay dividends in the fourth quarter of 2024, which reduced our cash flow for the relevant periods.
In October 2024, CVR Energy, our subsidiary in our Energy segment, elected to suspend payment of its cash dividend, and it continued to not pay dividends in the year ended December 31, 2025, which reduced our cash flow for the relevant period.
Pursuant to previously announced settlement agreements, at the end of 2024 a competitor became, and in the second half of 2025 a second competitor will be, permitted to launch competing generic products to the patent-protected weight loss treatment sold within our Pharma segment in the United States, which we anticipate will cause a moderate reduction of prescription volume in the retail pharmacy market in the United States.
Pursuant to previously announced settlement agreements, in 2025, two competitors launched competing generic products to the patent protected weight loss treatment sold within our Pharma segment in the United States, which has caused, and we anticipate will continue to cause, a moderate reduction of prescription volume in the retail pharmacy market in the United States.
Repayments of other borrowings are related to our Energy segment’s redemption of $600 million principal amount of its 5.25% senior notes due February 2025. Distributions to non-controlling interests were from our Energy segment relating to its regular quarterly dividends and distributions, excluding payments made to us.
During 2024, repayments of other borrowings are related to our Energy segment’s redemption of $600 million principal amount of its 5.25% senior notes due February 2025. Distributions to non-controlling interests were from our Energy segment relating to its regular quarterly dividends and distributions, excluding payments made to us. 56 Table of Contents Cash from Holding Company is made up of dividends, distributions, and intercompany loans that are eliminated in consolidation.
In connection with its transformation plan, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases, in which the Aftermarket Parts business formerly operated. During this transformation plan the Automotive segment will continue investing capital to repurpose these locations for future multi-tenant use and we anticipate future revenue streams.
In connection with its transformation plan, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases previously utilized by the Aftermarket Parts business. During this multi-year transformation plan, the Automotive segment has continued investing capital to repurpose these locations for future multi-tenant use.
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.
For 2026, we estimate our consolidated capital expenditures to be approximately $200 million to $240 million for our Energy segment, for both maintenance and growth, $114 million for our Automotive segment and approximately $123 million in the aggregate for all other segments.
The following table presents our Energy segment’s net sales, cost of goods sold and gross profit: Year Ended December 31, 2024 2023 2022 (in millions) Net sales $ 7,610 $ 9,247 $ 10,896 Cost of goods sold 7,450 8,019 9,811 Gross profit $ 160 $ 1,228 $ 1,085 40 Table of Contents Net sales for our Energy segment decreased by approximately $1.6 billion (18%) for the year ended December 31, 2024 as compared to prior year due to a decrease in our petroleum business’ net sales by approximately $1.4 billion, as well as a decrease in our renewable business’ net sales by $122 million and a decrease in our nitrogen fertilizer business’ net sales by $157 million over the comparable period.
The following table presents our Energy segment’s net sales, cost of goods sold and gross profit: Year Ended December 31, 2025 2024 2023 (in millions) Net sales $ 7,162 $ 7,610 $ 9,247 Cost of goods sold 6,860 7,450 8,019 Gross profit $ 302 $ 160 $ 1,228 Net sales for our Energy segment decreased by approximately $448 million (6%) for the year ended December 31, 2025 as compared to prior year due to a decrease in our petroleum business’ net sales by $493 million and a decrease in the renewable business’ net sales by $36 million, offset in part by an increase in our nitrogen fertilizer business’ net sales by $81 million over the comparable period.
During 2024, this included cash paid to our Automotive segment of $38 million, Real Estate segment of $37 million and Home Fashion segment of $18 million. During 2023, this included cash paid to our Real Estate segment of $32 million and Automotive segment of $10 million.
During 2024, this included cash paid to our Automotive segment of $38 million, Real Estate segment of $37 million and Home Fashion segment of $18 million. Cash to operating segments are eliminated in consolidation.
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.
Our corporate subsidiaries account for their income taxes under the asset and liability method. 57 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.
On February 14, 2025, Viskase entered into an amendment to its credit agreement providing for, among other things, a waiver of any events of default relating to financial covenants under the credit agreement for the measurement period ended December 31, 2024, and greater flexibility for the measurement of the financial covenants for each of the fiscal quarters in 2025. Our segments have additional borrowing availability under certain revolving credit facilities as summarized below: December 31, 2024 (in millions) Energy $ 277 Food Packaging 25 Home Fashion 4 $ 306 As of December 31, 2024 and 2023, total available capacity under the CVR Energy ABL and CVR Partners’ variable rate asset based revolving credit facilities aggregated $277 million and $288 million, respectively.
On January 23, 2026, Viskase entered into an amendment to its credit agreement providing for, among other things, a waiver of any events of default for period ending December 31, 2025. Our segments have additional borrowing availability under certain revolving credit facilities as summarized below: December 31, 2025 (in millions) Energy $ 296 Food Packaging 5 Home Fashion 1 $ 302 As of December 31, 2025, total available capacity under the CVR Energy ABL and CVR Partners’ variable rate asset based revolving credit facilities aggregated $296 million.
As a result of this transaction, CVR Energy recognized a $1 million loss on extinguishment of debt in the year ended December 31, 2024. In December 2023, CVR Energy issued $600 million in aggregate principal amount of 8.500% senior unsecured notes due 2029. As of December 31, 2024, all of our subsidiaries were in compliance with all debt covenants.
As a result of this transaction, CVR Energy recognized a $1 million loss on extinguishment of debt in the year ended December 31, 2024. As of December 31, 2025, all of our subsidiaries were in compliance with all debt covenants.
Cost of goods sold for the year ended December 31, 2024 decreased $1 million (2%) compared to the comparable prior year period primarily due to improved inventory management. Gross margin as a percentage of net sales was 48% and 40% for the years ended December 31, 2024 and 2023, respectively.
Cost of goods sold for the year ended December 31, 2025 increased $5 million (9%) compared to the comparable prior year period primarily due to product mix. Gross margin as a percentage of net sales was 39% and 48% for the years ended December 31, 2025 and 2024, respectively.
In addition, in accordance with FASB ASC Topic 740, Income Taxes , we analyze all positive and negative evidence and maintain a valuation allowance on deferred tax assets that are not considered more likely than not to be realized. Liquidity and Capital Resources We are a holding company.
Refer to Note 16, “Income Taxes,” to the consolidated financial statements for a discussion of income taxes. In addition, in accordance with FASB ASC Topic 740, Income Taxes , we analyze all positive and negative evidence and maintain a valuation allowance on deferred tax assets that are not considered more likely than not to be realized.
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”).
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”).
Icahn and his affiliates (excluding us and Brett Icahn) of $2.0 billion and issued a pro-rata distribution of $400 million. 55 Table of Contents Other Operating Segments Year Ended December 31, 2024 2023 2022 (in millions) Operating Activities: Net cash flow from operating activities before changes in operating assets and liabilities $ 449 $ 1,370 $ 938 Changes in operating assets and liabilities 55 (202) (29) $ 504 $ 1,168 $ 909 Investing Activities: Capital expenditures $ (280) $ (303) $ (338) Turnaround expenditures (53) (57) (83) Acquisition of businesses, net of cash acquired (2) (20) Proceeds from sale of assets 3 33 4 Proceeds from sale of equity method investments 90 Other 23 26 2 $ (219) $ (321) $ (415) Financing Activities: Proceeds from other borrowings $ 362 $ 683 $ 110 Repayments of other borrowings (629) (112) (216) Dividends and distributions to non-controlling interests (95) (319) (270) Cash from Holding Company 93 42 239 Cash to Holding Company (167) (385) (367) Other (4) (14) 7 $ (440) $ (105) $ (497) Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents (1) (1) (1) Increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents $ (156) $ 741 $ (4) Our other operating segments’ cash flow from operating activities before changes in operating assets and liabilities were primarily attributable to the results of our Energy segment during both periods.
Icahn and his affiliates (excluding us and Brett Icahn) of $250 million from the Investment Funds, and net redemptions of $4 million related to Brett Icahn in accordance with his manager agreement. 55 Table of Contents Other Operating Segments Year Ended December 31, 2025 2024 2023 (in millions) Operating Activities: Net cash flow from operating activities before changes in operating assets and liabilities $ 460 $ 449 $ 1,370 Changes in operating assets and liabilities (346) 55 (202) $ 114 $ 504 $ 1,168 Investing Activities: Capital expenditures $ (341) $ (280) $ (303) Turnaround expenditures (197) (53) (57) Acquisition of businesses, net of cash acquired (2) (20) Proceeds from disposition of businesses and assets 120 3 33 Proceeds from sale of equity method investments 90 Other 12 23 26 $ (406) $ (219) $ (321) Financing Activities: Proceeds from other borrowings $ 18 $ 362 $ 683 Repayments of other borrowings (189) (629) (112) Dividends and distributions to non-controlling interests (77) (95) (319) Cash from Holding Company 896 93 42 Cash to Holding Company (979) (167) (385) Payments to acquire additional interests in consolidated subsidiaries 30 Other (12) (4) (14) $ (313) $ (440) $ (105) Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents (1) (1) Increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents $ (605) $ (156) $ 741 Our other operating segments’ cash flow from operating activities before changes in operating assets and liabilities were primarily attributable to the results of our Energy segment during both periods.
The negative performance of our Investment segment’s long positions was driven primarily by the negative performance in the energy and consumer cyclical sectors of $375 million, offset in part by gains in the utilities sector of $190 million.
The performance of our Investment segment’s long positions was driven primarily by losses in the energy and consumer cyclical sectors of $375 million, offset in part by gains in the utilities sector of $190 million. Energy Our Energy segment is primarily engaged in the petroleum refining, renewable fuels and nitrogen fertilizer manufacturing businesses.
Gross profit on net sales and other revenue from operations for the year ended December 31, 2024 decreased by $111 million (23%) as compared to the comparable prior year period.
Gross profit on net sales and other revenue from operations for the year ended December 31, 2025 decreased by $27 million (7%) as compared to the comparable prior year period. Gross profit as a percentage of net sales and other revenue from operations was 25% and 26% for the years ended December 31, 2025 and 2024, respectively.
Long-Lived Assets and Goodwill We calculate depreciation and amortization on a straight-line basis over the estimated useful lives of the various definite-lived assets. When assets are placed in service, we make estimates of what we believe are their reasonable useful lives.
Long-Lived Assets and Goodwill We calculate depreciation and amortization on a straight-line basis over the estimated useful lives of the various definite-lived assets.
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.
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.

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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 changeViskase 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.
Biggest changeViskase recorded a translation loss of $7 million in accumulated other comprehensive loss for each of the years ended December 31, 2025 and 2024, and recorded a translation gain in earnings of $3 million and a translation loss of $9 million for the years ended December 31, 2025 and 2024, respectively.
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
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. 62 Table of Contents
The commodity conversion cycle time refers to the time elapsed between raw material acquisition and the sale of finished goods. In addition, the petroleum business seeks to reduce the variability of commodity price exposure by engaging in hedging strategies and transactions that will serve to protect gross margins as forecasted in the annual operating plan.
The commodity conversion cycle time refers to 60 Table of Contents the time elapsed between raw material acquisition and the sale of finished goods. In addition, the petroleum business seeks to reduce the variability of commodity price exposure by engaging in hedging strategies and transactions that will serve to protect gross margins as forecasted in the annual operating plan.
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.
A 1.0% increase in interest rates would increase interest expense by approximately $3 million on an annualized basis, thus decreasing net income by the same amount.
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.
Additionally, as of December 31, 2025, our operating segments have additional borrowing availability subject to variable interest rates aggregating $302 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.
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.
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 $323 million as of December 31, 2025, primarily at our Energy and Food Packaging segment.
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.
However, as of December 31, 2025, 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 75% in the Investment Funds, and the non-controlling interests in income would correspondingly offset approximately 25% 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.
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.
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%.
As of December 31, 2024, 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 $227 million, $137 million and $409 million, respectively and as of December 31, 2024, our investment in the Investment Funds was 64%.
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.
Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect Viskase’s financial condition.
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.
Based on their respective balances as of December 31, 2025, 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 $215 million, $138 million and $423 million, respectively.
When the Investment Funds make such investments or enter into other arrangements where they might suffer a significant loss through the default or insolvency of a counterparty, we monitor the credit quality of such counterparty and seek to do business with creditworthy counterparties. Counterparty risk is monitored by obtaining and reviewing public information filed by the counterparties and others.
When the Investment Funds make such investments or enter into other arrangements where they might suffer a significant loss through the default or insolvency of a counterparty, we monitor the credit quality of such counterparty and seek to do business with creditworthy counterparties.
Dollars 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.
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. Dollars as part of the consolidation process.
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.
Counterparty risk is monitored by obtaining and reviewing public information filed by the counterparties and others. 61 Table of Contents 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.

Other IEP 10-K year-over-year comparisons