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What changed in ICAHN ENTERPRISES L.P.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of ICAHN ENTERPRISES L.P.'s 2022 and 2023 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 2023 report.

+435 added−380 removedSource: 10-K (2024-02-29) vs 10-K (2023-02-24)

Top changes in ICAHN ENTERPRISES L.P.'s 2023 10-K

435 paragraphs added · 380 removed · 310 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

41 edited+10 added−18 removed32 unchanged
Biggest changeAs general partner, we provide investment advisory and certain administrative and back-office services to the Investment Funds but do not 3 Table of Contents provide such services to any other entities, individuals or accounts. Interests in the Investment Funds are not offered to outside investors. Investment Strategy The investment strategy of the Investment Funds is set and led by Mr.
Biggest changeInvestment Our Investment segment is comprised of various private investment funds (“Investment Funds”) in which we have general partner interests and through which we invest our proprietary capital. As general partner, we provide investment advisory and certain administrative and back-office services to the Investment Funds but do not provide such services to any other entities, individuals or accounts.
The acquisition of CVR Energy, like our other operating subsidiaries, reflects our opportunistic approach to value creation, through which returns may be obtained by, among other things, promoting change through minority positions at targeted companies in our Investment segment or by acquiring control of those target companies that we believe we could run more profitably ourselves. 1 Table of Contents ​ During the next several years, we see a favorable opportunity to follow an activist strategy that centers on the purchase of target stock and the subsequent removal of any barriers that might interfere with a friendly purchase offer from a strong buyer.
The acquisition of CVR Energy, like our other operating subsidiaries, reflects our opportunistic approach to value creation, through which returns may be obtained by, among other things, promoting change through minority positions at targeted 1 Table of Contents companies in our Investment segment or by acquiring control of those target companies that we believe we could run more profitably ourselves. ​ During the next several years, we see a favorable opportunity to follow an activist strategy that centers on the purchase of target stock and the subsequent removal of any barriers that might interfere with a friendly purchase offer from a strong buyer.
It’s oil refineries in Coffeyville, Kansas and Wynnewood, Oklahoma have a combined capacity of approximately 206,500 barrels per day (“bpd”). In April 2022, CVR Energy converted its Wynnewood refinery’s hydrocracker to a renewable diesel unit (“RDU”) with a nameplate capacity of 7,500 bpd, which RDU is also capable of being returned to hydrocarbon service.
Its oil refineries in Coffeyville, Kansas and Wynnewood, Oklahoma have a combined capacity of approximately 206,500 barrels per day (“bpd”). In April 2022, CVR Energy converted its Wynnewood refinery’s hydrocracker to a renewable diesel unit (“RDU”) with a nameplate capacity of 7,500 bpd, which RDU is also capable of being returned to hydrocarbon service.
Icahn. The Investment Funds seek to acquire securities in companies that trade at a discount to inherent value as determined by various metrics, including replacement cost, break-up value, cash flow and earnings power and liquidation value. The Investment Funds utilize a process-oriented, research-intensive, value-based investment approach.
The Investment Funds seek to acquire securities in companies that trade at a discount to inherent value as determined by various metrics, including replacement cost, break-up value, cash flow and earnings power and liquidation value. The Investment Funds utilize a process-oriented, research-intensive, value-based investment approach.
Item 1. Business Business Overview Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987 and headquartered in Sunny Isles Beach, Florida. We are a diversified holding company owning subsidiaries engaged in the following operating businesses: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma.
Item 1. Business Business Overview Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987 and headquartered in Sunny Isles Beach, Florida. We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma.
We believe that the strong cash flow and asset coverage from our operating subsidiaries will allow us to maintain a strong balance sheet and ample liquidity. ​ Core Strengths ​ We believe that our core strengths include: identifying and acquiring undervalued assets and businesses, often through the purchase of distressed securities; increasing value through management, financial or other operational changes; and managing complex legal, regulatory or financial issues, which may include bankruptcy or insolvency, environmental, zoning, permitting and licensing issues. ​ 2 Table of Contents The key elements of our business strategy include the following: ​ Capitalize on Growth Opportunities in our Existing Businesses.
We believe that the strong cash flow and asset coverage from our operating subsidiaries will allow us to maintain a strong balance sheet and ample liquidity. ​ Core Strengths ​ We believe that our core strengths include: identifying and acquiring undervalued assets and businesses, often through the purchase of distressed securities; increasing value through management, financial or other operational changes; and managing complex legal, regulatory or financial issues, which may include bankruptcy or insolvency, environmental, zoning, permitting and licensing issues. ​ The key elements of our business strategy include the following: ​ Capitalize on Growth Opportunities in our Existing Businesses.
CVR Energy’s businesses are also subject to, or impacted by, various other environmental laws and regulations such as the federal Clean Air Act, the federal Clean Water Act, the federal comprehensive Environmental Response, Compensation and Liability Act, the federal Resource Conversation and Recovery Act, federal release reporting requirements relating to the release of hazardous substances into the environment, certain fuel regulations, renewable fuel standards, as discussed below, and various other laws and regulations.
CVR Energy’s businesses are also subject to, or impacted by, various other environmental laws and regulations such as the federal Clean Air Act, the federal Clean Water Act, the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the federal Resource Conversation and Recovery Act (RCRA), federal release reporting requirements relating to the release of hazardous substances into the environment, certain fuel regulations, renewable fuel standards, as discussed below, and various other laws and regulations.
In addition, we do not invest or intend to invest in securities as our primary business. We intend to structure our investments to continue to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended.
In addition, we do not invest or intend to invest in securities as our primary business. We structure and intend to continue structuring our investments to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended.
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, 2022.
Our other operating segments derive revenues principally from net sales of various products, primarily within our Energy and Automotive segments, which together accounted for the significant majority of our consolidated net sales for each of the three years in the period ended December 31, 2023.
Petroleum refining product yield includes gasoline, diesel fuel, pet coke and other refined products such as natural gas liquids, asphalt and jet fuel among other products. CVR Partners produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops. The principal products are UAN and ammonia.
Petroleum refining product yield 4 Table of Contents includes gasoline, diesel fuel, pet coke and other refined products such as natural gas liquids, asphalt and jet fuel among other products. CVR Partners produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops. The principal products are UAN and ammonia.
CVR Energy’s operations require numerous permits, licenses and authorizations. Failure to comply with these permits, licenses and authorizations or environmental laws and regulations could result in fines, penalties or other sanctions or a revocation of CVR Energy’s permits, licenses or authorizations.
CVR Energy’s operations require numerous permits, licenses and authorizations. Failure to comply with these permits, licenses, authorizations, or environmental laws, rules and regulations could result in fines, penalties or other sanctions or liabilities or a revocation of CVR Energy’s permits, licenses or authorizations.
In addition, the laws 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 or state agencies. 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 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.
Unfortunately for the individual investor, in particular, and the economy, in general, many poor management teams are often unaccountable and very difficult to remove. ​ Unlike the individual investor, we have the wherewithal to purchase companies that we feel we can operate more effectively than incumbent management.
Unfortunately for the individual investor, in particular, and the economy, in general, many poor management teams and boards of directors are often unaccountable and very difficult to remove. ​ Unlike the individual investor, we have the wherewithal to purchase companies that we feel we can operate more effectively than incumbent management.
In each of these businesses, we assemble senior management teams with the expertise to run their businesses and boards of directors to oversee the management of those businesses. Each management team is responsible for the day-to-day operations of its businesses and directly accountable to its board of directors. ​ Seek to Acquire Undervalued Assets.
In each of these businesses, we assemble senior management teams with the expertise to run their businesses and boards of directors to oversee the management of those businesses. Each management team is responsible for the day-to-day operations of its businesses and directly accountable to its board of directors. ​ 2 Table of Contents Seek to Acquire Undervalued Assets.
Our Energy segment’s net sales for the years ended December 31, 2022, 2021 and 2020 represented approximately 81%, 70% and 58%, respectively, of our consolidated net sales, primarily from the sale of its petroleum products. Products, Raw Materials and Supply CVR Energy’s refining business has the capability to process a variety of crude oil blends.
Our Energy segment’s net sales for the years ended December 31, 2023, 2022 and 2021 represented approximately 83%, 81% and 70%, respectively, of our consolidated net sales, primarily from the sale of its petroleum products. Products, Raw Materials and Supply CVR Energy’s refining business has the capability to process a variety of crude oil blends.
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, 2022, we had investments with a fair market value of approximately $4.2 billion in the Investment Funds, as defined below.
Holding Company We seek to invest our available cash and cash equivalents in liquid investments with a view to enhancing returns as we continue to assess further acquisitions of, or investments in, operating businesses. As of December 31, 2023, we had investments with a fair market value of approximately $3.2 billion in the Investment Funds, as defined below.
Our Automotive segment’s net sales for the years ended December 31, 2022, 2021 and 2020 represented approximately 13%, 17% and 28%, 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, 2023, 2022 and 2021 represented approximately 9%, 13% and 17%, respectively, of our consolidated net sales. Products, Services and Customers The automotive aftermarket industry is in the mature stage of its life cycle.
Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2022, representing an aggregate 1.99% general partner interest in Icahn Enterprises Holdings and us. Mr. Icahn and his affiliates owned approximately 85% of our outstanding depositary units as of December 31, 2022.
Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2023, representing an aggregate 1.99% general partner interest in Icahn Enterprises Holdings and us. Mr. Icahn and his affiliates owned approximately 86% of our outstanding depositary units as of December 31, 2023.
Environmental Regulations CVR Energy’s petroleum and nitrogen fertilizer businesses are subject to extensive and frequently changing federal, state and local, environmental, health and safety laws and regulations governing the emission, transportation, storage, disposal and release of regulated substances or wastes, the treatment and discharge of waste-water and storm water, and the storage, handling, use and transportation of petroleum and nitrogen products, and the characteristics and composition of gasoline, diesel fuels, UAN and ammonia.
Environmental Regulations CVR Energy’s businesses are subject to extensive and frequently changing federal, state and local, environmental, health and safety laws and regulations governing the emission, discharge, transportation, storage, handling, use, treatment, disposal and release of regulated materials, substances or wastes, including waste-water and storm water, petroleum, renewable and nitrogen products, gasoline, diesel fuels, renewable fuels, UAN and ammonia.
CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing industry through its petroleum business and in the nitrogen fertilizer manufacturing industry 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 as well as in the nitrogen fertilizer manufacturing businesses through its holdings in CVR Partners, LP, a publicly traded limited partnership (“CVR Partners”).
CVR Energy is a 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 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.
Icahn and such affiliates continue to have the right to co-invest with the Investment Funds. We have no interest in, nor do we generate any income from, any such co-investments, which have been and may continue to be substantial. Energy We conduct our Energy segment through our majority owned subsidiary, CVR Energy. CVR Energy is headquartered in Sugar Land, Texas.
Icahn and such affiliates continue to have the right to co-invest with the Investment Funds. We have no interest in, nor do we generate any income from, any such co-investments, which have been and may continue to be substantial. Energy We conduct our Energy segment through our majority owned subsidiary, CVR Energy, Inc. (“CVR Energy”).
In January of 2023, a subsidiary of Icahn Automotive, IEH Auto Parts Holding LLC and its subsidiaries (“Auto Plus”), an aftermarket parts distributor held within our Automotive segment, filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code.
On 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”).
Renewable Fuel Standard CVR Energy’s subsidiaries, Coffeyville Resource Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC” and together with CRRM the “obligated-party subsidiaries”) are subject to the Clean Air Act’s renewable fuel standard (“RFS”) which requires refiners to either blend “renewable fuels” with their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers, in lieu of blending.
Renewable Fuel Standard CVR Energy’s subsidiaries, Coffeyville Resource Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC” and together with CRRM the “obligated-party subsidiaries”) are subject to the Clean Air Act’s renewable fuel standard (“RFS”) which requires obligated parties whose obligations under the RFS are not otherwise waived or exempted to either blend “renewable fuels” with their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers, in lieu of blending.
CVR Energy is an independent petroleum refiner and marketer of high value transportation fuels primarily in the form of gasoline and diesel fuels, as well as renewable diesel. CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate (“UAN”) and 4 Table of Contents ammonia. CVR Energy has a general partner interest in CVR Partners.
CVR Energy is an independent petroleum refiner and marketer of high value transportation fuels primarily in the form of gasoline and diesel fuels, as well as renewable diesel. CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate (“UAN”) and ammonia.
Available Information Icahn Enterprises maintains a website at www.ielp.com . We provide access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports free of charge through this website as soon as reasonably practicable after such material is electronically filed with the SEC.
We provide access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports free of charge through this website as soon as reasonably practicable after such material is electronically filed with the SEC.
(NWL) and Southwest Gas Holdings, Inc. (SWX). ​ Several of our operating businesses started out as investment positions in debt or equity securities, held either directly by us or Mr. Icahn. Those positions ultimately resulted in control or complete ownership of the target company. For example, in 2012, we acquired a controlling interest in CVR Energy, Inc.
(IFF), Illumina, Inc. (ILMN) and Bausch Health Companies, Inc. (BHC). ​ Several of our operating businesses started out as investment positions in debt or equity securities, held either directly by us or Mr. Icahn. Those positions ultimately resulted in control or complete ownership of the target company. For example, in 2012, we acquired a controlling interest in CVR Energy, Inc.
These laws and regulations, their underlying regulatory requirements, and the enforcement thereof, impact the petroleum and nitrogen fertilizer businesses and their operations by imposing: ● restrictions on operations or the need to install enhanced or additional monitoring of controls; ● liability for the investigation and remediation of contaminated soil and groundwater at current and former facilities (if any) and for off-site waste disposal locations; and 5 Table of Contents ● specifications for the products marketed by the petroleum business and the nitrogen fertilizer business, primarily gasoline, diesel fuel, UAN and ammonia.
These laws and regulations and the enforcement thereof impact CVR Energy’s businesses and their operations by imposing: ● restrictions on operations or the need to install and operate enhanced or additional control and monitoring equipment; ● liability for the investigation and remediation of contaminated environmental medial, including soil and groundwater on, in, at, under or from current and former facilities (if any) and for off-site waste disposal locations; and ● specifications for the products marketed by the petroleum business and the nitrogen fertilizer business, primarily gasoline, diesel and aviation fuels, UAN and ammonia.
Our other reporting segments employ an aggregate of approximately 20,000 employees, of which approximately 67% are employed within our Automotive segment, 12% are employed with our Food Packaging segment and 10% or less at each of our other segments. Approximately 17% of our employees are employed internationally, primarily within our Food Packaging and Home Fashion segments.
Our other reporting segments employ an aggregate of approximately 15,000 employees, of which approximately 58% are employed within our Automotive segment, 14% are employed within our Food Packaging segment, 11% are employed within our Home Fashion segment and 10% or less are employed at each of our other segments.
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, 2022, through our Investment segment, we have significant positions in various investments, which include FirstEnergy Corporation (FE), Xerox Corporation (XRX), Herc Holdings, Inc. (HRI), Newell Brands, 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, 2023, through our Investment segment, we have significant positions in various investments, which include Crown Holdings (CCK), Southwest Gas Holdings, Inc. (SWX), International Flavors and Fragrances Inc.
See Item 1A, “Risk Factors” and Note 17, “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”). Icahn Automotive is headquartered in Kennesaw, Georgia.
See Item 1A, “Risk Factors” and Note 19, “Commitments and Contingencies,” to the consolidated financial statements for further discussion. 5 Table of Contents Automotive We conduct our Automotive segment through our wholly owned subsidiaries, Icahn Automotive Group LLC (“Icahn Automotive”) and AEP PLC LLC (“AEP PLC”). The Automotive segment is headquartered in Bala Cynwyd, Pennsylvania.
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”). We acquired all of the outstanding common stock of Vivus in December 2020 upon its emergence from bankruptcy.
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”).
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 69% of Viskase’s net sales during 2022 were derived from customers outside the United States.
Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products. Approximately 70% of Viskase’s net sales during 2023 were derived from customers outside the United States. As of December 31, 2023, we owned approximately 90% of the total outstanding common stock of Viskase.
Metals We conducted our Metals segment through our wholly owned subsidiary, PSC Metals, LLC (“PSC Metals”). On December 7, 2021, we closed on the sale of PSC Metals. As a result, we no longer operate a Metals segment. 7 Table of Contents Employees We have an aggregate of 41 employees at our Holding Company and Investment segment.
Vivus is a specialty pharmaceutical company with two approved therapies and two product candidates in active clinical development. Metals We conducted our Metals segment through our wholly owned subsidiary, PSC Metals, LLC (“PSC Metals”). On December 7, 2021, we closed on the sale of PSC Metals. As a result, we no longer operate a Metals segment.
Icahn Automotive believes that the relationships that it has established with its suppliers are generally positive. In the past, Icahn Automotive 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.
In the past, the Automotive segment has not experienced difficulty in obtaining satisfactory sources of supply and it believes that adequate alternative sources of supply exist, at similar cost, for the types of merchandise sold in its stores. Other Operating Segments Food Packaging We conduct our Food Packaging segment through our majority owned subsidiary, Viskase Companies, Inc. (“Viskase”).
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. Icahn Automotive provides its customers with access to over two million replacement parts for domestic and imported vehicles through an extensive 6 Table of Contents network of suppliers.
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.
This approach focuses on exploiting market dislocations or misjudgments that may result from market euphoria, litigation, complex contingent liabilities, corporate malfeasance and weak corporate governance, general economic conditions or market cycles and complex and inappropriate capital structures.
This approach focuses on exploiting market dislocations or misjudgments that may result from market euphoria, litigation, complex contingent liabilities, corporate malfeasance and weak corporate governance, general economic conditions or market cycles and complex and inappropriate capital structures. 3 Table of Contents The Investment Funds often act as activist investors ready to take the steps necessary to seek to unlock value, including through tender offers, proxy contests and demands for management accountability.
Real Estate Our Real Estate segment consists primarily of investment properties, the development and sale of single-family homes and the management of a country club. 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.
Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to corporate tenants, the development and sale of single-family homes and the operations of a resort and two country clubs. 6 Table of Contents Home Fashion We conduct our Home Fashion segment through our wholly owned subsidiary, WestPoint Home LLC (“WPH”).
In addition, CVR Energy owns 37% of the outstanding common units of CVR Partners as of December 31, 2022. As of December 31, 2022, we owned approximately 71% of the total outstanding common stock of CVR Energy.
CVR Energy holds 100% of the general partner interest and approximately 37% of the outstanding common units of CVR Partners as of December 31, 2023.
Purchases are made based on current inventory or operational needs and are fulfilled by suppliers within short periods of time. During 2022, Icahn Automotive’s ten largest suppliers accounted for approximately 60% of the merchandise purchased and its two largest suppliers accounted for more than 29% of the merchandise purchased.
Suppliers The Automotive segment purchases parts from manufacturers and other distributors for sale in the aftermarket. Purchases are made based on current inventory or operational needs and are fulfilled by suppliers within short periods of time.
We believe that often the activist can step in and remove the obstacles that a target generally may seek to use to prevent an acquisition. ​ It is our belief that our strategy will continue to produce strong results into the future.
Management teams often fail to improve their operations and profitability, relying on lax oversight from an overly friendly board of directors. ​ It is our belief that our strategy will continue to produce strong results into the future.
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Icahn believes that the current environment continues to be conducive to activism. Many major companies have substantial amounts of cash.
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Icahn believes that the current environment continues to be conducive to activism. We often find investment opportunities when companies execute value destructive acquisitions or fail to unlock their own “hidden jewels” through separation transactions. Companies also find themselves listening to the advice of conflicted advisors and pursue complex, costly and never-ending litigation when acceptable quick fixes can be found.
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We believe that they are hoarding cash, rather than spending it, because they do not believe investments in their business will translate to earnings. ​ We believe that one of the best ways for many cash-rich companies to achieve increased earnings is to use their large amounts of excess cash, together with advantageous borrowing opportunities, to purchase other companies in their industries and take advantage of the meaningful synergies that could result.
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We and certain of Mr. Icahn’s family members and affiliates are the only investors in the Investment Funds. Interests in the Investment Funds are not offered to outside investors. Investment Strategy The investment strategy of the Investment Funds is set and led by Mr. Icahn.
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In our opinion, the CEOs and Boards of Directors of undervalued companies that would be acquisition targets are the major road blocks to this logical use of assets to increase value, because we believe those CEOs and Boards of Directors are not willing to give up their power and perquisites, even if they have done a poor job in administering the companies they have been running.
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During 2023, we decreased our ownership in CVR Energy through the sale of common stock resulting in proceeds of $158 million and as of December 31, 2023, we owned approximately 66% of the total outstanding common stock of CVR Energy.
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In addition, acquirers are often unwilling to undertake the arduous task of launching a hostile campaign. This is precisely the situation in which we believe a strong activist catalyst is necessary. ​ We believe that the activist catalyst adds value because, for companies with strong balance sheets, acquisitions of their weaker industry rivals is often extremely compelling financially.
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The Automotive segment is engaged in providing a full range of automotive repair and maintenance services, along with the sale of any installed parts or materials related to automotive services (“Automotive Services”) to its customers, as well as sales of automotive aftermarket parts and retailed merchandise (“Aftermarket Parts”).
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We further believe that there are many transactions that make economic sense, even at a large premium over market. Acquirers can use their excess cash, that is earning a very low return, and/or borrow at the advantageous interest rates now available, to acquire a target company.
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In addition to its primary businesses, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases.
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In either case, an acquirer can add the target company’s earnings and the income from synergies to the acquirer’s bottom line, at a relatively low cost. But for these potential acquirers to act, the target company must be willing to at least entertain an offer.
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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.
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Investment Our Investment segment is comprised of various private investment funds (“Investment Funds”) in which we have general partner interests and through which we invest our proprietary capital. We, certain of Mr. Icahn’s wholly-owned affiliates and Brett Icahn, son of Mr. Icahn, are the sole investors in the Investment Funds.
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During 2023, the Automotive segment’s ten largest suppliers accounted for approximately 85% of the merchandise purchased and its two largest suppliers accounted for approximately 37% of the merchandise purchased. The Automotive segment believes that the relationships that it has established with its suppliers are generally positive.
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The Investment Funds often act as activist investors ready to take the steps necessary to seek to unlock value, including through tender offers, proxy contests and demands for management accountability.
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Real Estate We conduct our Real Estate segment through various wholly owned subsidiaries.
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On November 21, 2022, CVR Energy’s board of directors authorized its management to explore a potential spin-off of CVR Energy’s interest in the nitrogen fertilizer business into a newly created and separately traded public company.
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Employees We have an aggregate of 38 employees at our Holding Company and Investment segment.
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If completed, upon effectiveness of the potential spin-off transaction, current CVR Energy stockholders would own shares of both CVR Energy, holding the refinery and renewables businesses, and a holding company, holding CVR Energy’s current ownership of the general partner interest in, and approximately 37 percent of the common units (representing limited partner interests) of, CVR Partners.
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Approximately 20% of our employees are employed internationally, primarily within our Food Packaging and Home Fashion segments. Available Information Icahn Enterprises maintains a website at www.ielp.com .
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If CVR Energy proceeds with the spin-off, it would be intended to be structured as a tax-free, pro-rata distribution to all of CVR Energy’s stockholders, including Icahn Enterprises, as of a record date to be determined by CVR Energy’s board of directors.
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Completion of any potential spin-off would be subject to various conditions, including final approval of CVR Energy’s board of directors, and there can be no assurance that the potential spin-off will be completed in the manner described above, or at all.
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Icahn Automotive was formed by us to invest in and operate businesses involved in automotive repair and maintenance services (“automotive services”) as well as the distribution and sale of automotive aftermarket parts and accessories to end-user do-it-yourself customers, wholesale distributors, and professional auto mechanics (“aftermarket parts”).
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Icahn Automotive’s automotive services and aftermarket parts businesses serve different customer channels and have distinct strategies, opportunities and requirements. As a result, the board of directors of Icahn Automotive has approved the separation of certain of its aftermarket parts and automotive services businesses into two independent operating companies, each with its own management team.
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In the course of the Chapter 11 cases, Auto Plus will seek to sell substantially all of its assets pursuant to Section 363 of the Bankruptcy Code, with the proceeds of such sale used to satisfy obligations to its creditors, and to settle or discharge all of its obligations, in each case subject to approval by the Bankruptcy Court.
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Icahn Automotive 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. Suppliers Icahn Automotive purchases parts from manufacturers and other distributors for sale in the aftermarket.
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In October 2020, Viskase completed an equity private placement whereby we acquired an additional 50,000,000 shares of Viskase common stock for $100 million. In December 2022, we purchased an additional 1,123,363 shares of Viskase common stock for $1 million. As of December 31, 2022, we owned approximately 90% of the total outstanding common stock of Viskase.
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Prior to Vivus’ emergence from bankruptcy, we held an investment in all of Vivus’ convertible corporate debt securities as well as all of its other outstanding debt. Vivus is a specialty pharmaceutical company with two approved therapies and one product candidate in active clinical development.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeMany of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. The requirements to be met, as well as the technology and length of time available to meet those requirements, continue to develop and change.
Biggest changeMany 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.
However, the costs to obtain the necessary number of RINs and waiver credits fluctuates and could be material, if the price for RINs increases.
However, the costs to obtain the necessary number of RINs and waiver credits fluctuates and could be material, if the price for RINs and waiver credits increases.
Additionally, there may be times when certain of our subsidiaries are unable to meet the standards and terms and conditions of our permits, licenses and approvals due to operational upsets or malfunctions, which may lead to the imposition of fines and penalties or operating restrictions that may have a material adverse effect on their ability to operate their facilities and accordingly on our consolidated financial position, results of operations or cash flows.
Additionally, there may be times when certain of our subsidiaries are unable to meet the standards and terms and conditions of our environmental permits, licenses and approvals due to operational upsets or malfunctions, which may lead to the imposition of fines and penalties or operating 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.
These permits, licenses, approvals, limits and standards require a significant amount of monitoring, record keeping and reporting in order to demonstrate compliance with the underlying permit, license, approval, limit or standard. Non-compliance or incomplete documentation of our subsidiaries’ compliance status may result in the imposition of fines, penalties and injunctive relief.
These environmental permits, licenses, approvals, limits and standards require a significant amount of monitoring, record keeping and reporting in order to demonstrate compliance with the underlying permit, license, approval, limit or standard. Non-compliance or incomplete documentation of our subsidiaries’ compliance status may result in the imposition of fines, penalties and injunctive relief.
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.
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.
Price level changes during the period between purchasing feedstocks and selling the refined petroleum products from these feedstocks could have a significant effect on our Energy segment’s financial results and a decline in market prices may negatively impact the carrying value of its inventories.
Price level changes during the period between purchasing feedstocks and selling the refined products from these feedstocks could have a significant effect on our Energy segment’s financial results and a decline in market prices of these feedstocks and refined products may negatively impact the carrying value of its inventories.
The Investment Funds may utilize financial instruments, both for investment purposes and for risk management purposes in order to (i) protect against possible changes in the market value of the Investment Funds’ investment portfolios resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect the Investment Funds’ unrealized gains in the value of its investment portfolios; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the Investment Funds’ portfolio; (v) hedge the interest rate or currency exchange rate on any of the Investment Funds’ liabilities or assets; (vi) protect against any increase in the price of any securities our Investment segment anticipate purchasing at a later date; or (vii) for any other reason that our Investment segment deems appropriate.
The Investment Funds may utilize financial instruments, both for investment purposes and for risk management purposes in order to (i) protect against possible changes in the market value of the Investment Funds’ investment portfolios resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect the Investment Funds’ unrealized gains in the value of its investment portfolios; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the Investment Funds’ portfolio; (v) hedge the interest rate or currency exchange rate on any of the Investment Funds’ liabilities or assets; (vi) protect against any increase in the price of any securities our Investment segment anticipates purchasing at a later date; or (vii) for any other reason that our Investment segment deems appropriate.
We or our subsidiaries may pursue acquisitions or other affiliations that involve inherent risks, any of which may cause us not to realize anticipated benefits, and we may have difficulty integrating the operations of any companies that may be acquired, which may adversely affect its operations.
We or our subsidiaries may pursue acquisitions or other affiliations that involve inherent risks, any of which may cause us not to realize anticipated benefits, and we may have difficulty integrating the operations of any companies that may be acquired, which may adversely affect our operations.
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 its 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 merger consolidate or sell substantially all of its assets; ● require them to dedicate a substantial portion of their cash flow to payments on indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures, product development, and other corporate requirements; ● increase their vulnerability to general adverse economic and industry conditions; and ● limit their ability to respond to business opportunities.
Our subsidiaries’ indebtedness could: ● limit their ability to borrow money for working capital, capital expenditures, debt service requirements or other corporate purposes, guarantee additional debt or issue redeemable, convertible of preferred equity; ● limit their ability to make distributions or prepay their debt, incur liens, enter into agreements that restrict distributions from restricted subsidiaries, sell or otherwise dispose of assets (including capital stock of subsidiaries), enter into transactions with affiliates and merge, consolidate or sell substantially all of their assets; ● require them to dedicate a substantial portion of their cash flow to payments on indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures, product development, and other corporate requirements; ● increase their vulnerability to general adverse economic and industry conditions; and ● limit their ability to respond to business opportunities.
While we made cash distributions to Icahn Enterprises’ unitholders in each of the four quarters of 2022, 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 2023, the payment of future distributions will be determined by the board of directors of Icahn Enterprises GP, our General Partner, quarterly, based on a review of a number of factors, including those described below and other factors that it deems relevant at the time that declaration of a distribution is considered.
Refer to Note 17, “Commitments and Contingencies,” to the consolidated financial statements for additional discussion of environmental matters affecting our businesses. Our Energy segment’s businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.
Refer to Note 19, “Commitments and Contingencies,” to the consolidated financial statements for additional discussion of environmental matters affecting our businesses. Our Energy segment’s businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.
When the Investment Funds enters into a repurchase agreement, it “sells” securities issued by the U.S. or a non-U.S. government, or agencies thereof, to a broker-dealer or financial institution, and agrees to repurchase such securities for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate.
When the Investment Fund enters into a repurchase agreement, it “sells” securities issued by the U.S. or a non-U.S. government, or agencies thereof, to a broker-dealer or financial institution, and agrees to repurchase such securities for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate.
Our Energy segment’s petroleum business’ financial results are primarily affected by the margin between refined product prices and the prices for crude oil and other feedstocks. Historically, refining margins have been volatile, and are expected to continue to be volatile in the future.
Our Energy segment’s petroleum business’ financial results are primarily affected by the margin between refined product prices and the prices for crude oil and other feedstocks. Historically, refining margins have been volatile and vary by region, and are expected to continue to be volatile in the future.
Such changes in exchange rates could affect our businesses’ financial condition or results of operations. 26 Table of Contents Certain of our businesses have substantial indebtedness, which could restrict their business activities and/or could subject them to significant interest rate risk.
Such changes in exchange rates could affect our businesses’ financial condition or results of operations. 27 Table of Contents Certain of our businesses have substantial indebtedness, which could restrict their business activities and/or could subject them to significant interest rate risk.
Changes in demographics, training requirements and the unavailability of qualified personnel could negatively impact one or more of our significant operating subsidiaries ability to meet demands of customers to supply goods and services. Recruiting and retaining qualified personnel is important to all of our operations.
Changes in demographics, training requirements and the unavailability of qualified personnel could negatively impact one or more of our significant operating subsidiaries’ ability to meet demands of customers to supply goods and services. Recruiting and retaining qualified personnel is important to all of our operations.
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; 27 Table of Contents ● 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, “Legal Proceedings,” of this Report).
General Risk Factors General All of our businesses are subject to the effects of the following: ● the threat of terrorism or war; ● health epidemics or pandemics (or expectations about them); ● loss of any of our or our subsidiaries’ key personnel; 28 Table of Contents ● the unavailability, as needed, of additional financing; ● sustained inflationary conditions; ● higher or volatile interest rates; ● significant competition, varying by industry and geographic markets; ● the unavailability of insurance at acceptable rates; and ● litigation not in the ordinary course of business (see Item 3 of Part I, “Legal Proceedings,” of this Report).
Our investments may not be successful for many reasons, including, but not limited to: ● fluctuations of or sustained increases in interest rates; ● lack of control in minority investments; ● worsening of general economic and market conditions; ● lack of diversification; ● lack of success of the Investment Funds’ activist strategies; ● inflationary conditions; ● fluctuations of U.S. dollar exchange rates; and ● adverse legal and regulatory developments that may affect particular businesses.
Our investments may not be successful for many reasons, including, but not limited to: ● fluctuations of or sustained increases in interest rates; ● lack of control in minority investments; ● worsening of general economic and market conditions; 17 Table of Contents ● lack of diversification; ● lack of success of the Investment Funds’ activist strategies; ● inflationary conditions; ● fluctuations of U.S. dollar exchange rates; and ● adverse legal and regulatory developments that may affect particular businesses.
Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Investment Funds have concentrated its transactions with a single or small group of its counterparties.
Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Investment Funds have concentrated their transactions with a single or small group of their counterparties.
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. 15 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.
Any one of these events and circumstances could have a material adverse impact on our operations, financial condition and cash flows. 22 Table of Contents Environmental laws and regulations could require our operating subsidiaries to make substantial capital expenditures to remain in compliance or to remediate current or future contamination that could give rise to material liabilities.
Any one of these events and circumstances could have a material adverse impact on our operations, financial condition and cash flows. ​ Environmental laws and regulations could require our operating subsidiaries to make substantial capital expenditures to remain in compliance or to remediate current or future contamination that could give rise to material liabilities.
In addition, the failure to pay these pension obligations when due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation (the “PBGC”) against the assets of each member of the controlled group. 12 Table of Contents As a result of the more than 80% ownership interest in us by Mr.
In addition, the failure to pay these pension obligations when due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation (the “PBGC”) against the assets of each member of the controlled group. As a result of the more than 80% ownership interest in us by Mr.
Treasury Department adopted final Treasury regulations that provide that publicly traded partnerships may use a similar monthly simplifying convention to allocate tax items among transferor and transferee unitholders. Nonetheless, the final regulations do not specifically authorize the use of the proration method we have 11 Table of Contents adopted.
Treasury Department adopted final Treasury regulations that provide that publicly traded partnerships may use a similar monthly simplifying convention to allocate tax items among transferor and transferee unitholders. Nonetheless, the final regulations do not specifically authorize the use of the proration method we have adopted.
Ineffective internal and disclosure controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our depositary units or the rating of our debt. Item 1B. Unresolved Staff Comments None.
Ineffective internal and disclosure controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our depositary units or the rating of our debt. Item 1B. Unresolved Staff Comments None. 31 Table of Contents
As such we have elected, and intend to continue to elect, not to comply with certain corporate governance requirements of the Nasdaq listing rules, including the requirements that a majority of the board of directors consist of independent directors and that independent directors determine the compensation of executive officers and the selection of nominees to the board of directors.
As such we have elected, and intend to continue to elect, not to comply with certain corporate governance requirements of 13 Table of Contents the Nasdaq listing rules, including the requirements that a majority of the board of directors consist of independent directors and that independent directors determine the compensation of executive officers and the selection of nominees to the board of directors.
The Investment Funds are therefore subject to changes in the value that the broker-dealer ascribes to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or such broker-dealer’s willingness to continue to provide any such credit to the Investment Funds.
The 20 Table of Contents Investment Funds are therefore subject to changes in the value that the broker-dealer ascribes to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or such broker-dealer’s willingness to continue to provide any such credit to the Investment Funds.
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. 14 Table of Contents Since we are a limited partnership, you may not be able to pursue legal claims against us in U.S. federal courts.
As a result, we may not adequately assess the performance of our subsidiaries, properly allocate resources report timely and accurate financial results. 29 Table of Contents Investor and market sentiment towards climate change, fossil fuels, GHG emissions, environmental justice, and other Environmental, Social and Governance (“ESG”) matters could adversely affect our business and cost of capital.
As a result, we may not adequately assess the performance of our subsidiaries, properly allocate resources or report timely and accurate financial results. Investor and market sentiment towards climate change, fossil fuels, GHG emissions, environmental justice, and other Environmental, Social and Governance (“ESG”) matters could adversely affect our business and cost of capital.
Holders of depositary units have no right to elect the general partner on an annual or other continuing basis, and our general partner generally may not be removed except pursuant to the vote of the holders of not less than 75% of 13 Table of Contents the outstanding depositary units.
Holders of depositary units have no right to elect the general partner on an annual or other continuing basis, and our general partner generally may not be removed except pursuant to the vote of the holders of not less than 75% of the outstanding depositary units.
As a result, we may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns. We may become taxable as a corporation if we are no longer treated as a partnership for U.S. federal income tax purposes.
As a result, we 9 Table of Contents may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns. We may become taxable as a corporation if we are no longer treated as a partnership for U.S. federal income tax purposes.
There is generally less government supervision and regulation of exchanges, brokers and issuers than there is in the 20 Table of Contents United States. The Investment Funds may have greater difficulty taking appropriate legal action in non-U.S. courts.
There is generally less government supervision and regulation of exchanges, brokers and issuers than there is in the United States. The Investment Funds may have greater difficulty taking appropriate legal action in non-U.S. courts.
In particular, as a publicly traded partnership, our Partnership Representative (as defined below) may, in certain instances, request that any “imputed underpayment” resulting from an audit be adjusted by amounts of certain of our passive losses.
In particular, as a publicly traded partnership, our Partnership Representative (as defined below) may, in certain instances, request that any “imputed underpayment” resulting from an 12 Table of Contents audit be adjusted by amounts of certain of our passive losses.
All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2022. If the plans were voluntarily terminated, they would be underfunded by an aggregate of approximately $32 million as of December 31, 2022.
All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2023. If the plans were voluntarily terminated, they would be underfunded by an aggregate of approximately $34 million as of December 31, 2023.
Icahn ceases to participate in the management of the Investment Funds, the consequences to the Investment Funds and our interest in them could be material and adverse and could lead to the premature termination of the Investment Funds. The Investment Funds make investments in companies we do not control.
Icahn ceases to participate in the management of the Investment Funds, the consequences to the Investment Funds and our interest in them could be material and adverse and could lead to the premature termination of the Investment Funds. 19 Table of Contents The Investment Funds make investments in companies we do not control.
Returns generated from the Investment Funds’ investments may not adequately compensate for the business and financial risks assumed. From time to time, the Investment Funds may invest in bonds or other fixed income securities, such as commercial paper and higher yielding (and, therefore, higher risk) debt securities.
Returns generated from the Investment Funds’ investments may not adequately compensate for the business and financial risks assumed. 18 Table of Contents From time to time, the Investment Funds may invest in bonds or other fixed income securities, such as commercial paper and higher yielding (and, therefore, higher risk) debt securities.
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.
Our ability to pay distributions will depend on numerous factors, including the availability of adequate cash flow from operations; the proceeds, if any, from divestitures; our capital requirements and other obligations; restrictions contained in our financing arrangements, including the indentures governing our senior notes; and our issuances of additional equity and debt securities. As of December 31, 2023, Mr.
The effect of any future regulatory change on the Investment Funds and the Investment segment could be substantial and adverse. 19 Table of Contents The ability to hedge investments successfully is subject to numerous risks.
The effect of any future regulatory change on the Investment Funds and the Investment segment could be substantial and adverse. The ability to hedge investments successfully is subject to numerous risks.
Icahn, through affiliates, owns 100% of Icahn Enterprises GP, the general partner of Icahn Enterprises, and approximately 85% of Icahn Enterprises’ outstanding depositary units as of December 31, 2022, 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, 2023, and, as a result, has the ability to influence many aspects of our operations and affairs. Mr.
In January of 2023, Auto Plus filed a voluntary Chapter 11 petition in Bankruptcy Court, pursuant to which it will seek to sell substantially all of its assets and use the proceeds to satisfy its obligations to creditors. Certain of our subsidiaries’ indebtedness accrue interest at variable rates.
In January of 2023, Auto Plus filed a voluntary Chapter 11 petition in Bankruptcy Court, pursuant to which it sold substantially all of its assets and has and will continue to use the proceeds to satisfy its obligations to creditors. Certain of our subsidiaries’ indebtedness accrue interest at variable rates.
As of December 31, 2022, we had investments in the Investment Funds with a fair market value of approximately $4.2 billion, which may be accessed on short notice to satisfy our liquidity needs.
As of December 31, 2023, we had investments in the Investment Funds with a fair market value of approximately $3.2 billion, which may be accessed on short notice to satisfy our liquidity needs.
In addition, it is currently anticipated that Brett Icahn will succeed Carl Icahn as Chairman of the board of Icahn Enterprises GP and as Chief Executive Officer of the Investment segment following the end of the 7-year term of the manager agreement or earlier if Carl Icahn should so determine.
In addition, it is currently anticipated that Brett Icahn will succeed Carl Icahn as Chairman of the board of Icahn Enterprises GP and as Chief Executive Officer of the Investment segment following the end of the 7-year term of the manager agreement or earlier if Carl Icahn should so determine. In addition, in past years through the present, Mr.
An increase in inflation could have adverse effects on our results of operations Inflation in the United States increased beginning in the second half of 2021 and has continued into 2023, due to a substantial increase in money supply, a simulative fiscal policy, a significant rebound in consumer demand as COVID-19 restrictions were relaxed, the Russia-Ukraine conflict, and worldwide supply chain disruptions resulting from the economic contraction caused by COVID-19 and lock downs followed by a rapid recovery.
An increase in inflation could have adverse effects on our results of operations Inflation in the United States increased beginning in the second half of 2021 and continued through the first half of 2023, due to a substantial increase in money supply, a stimulative fiscal policy, a significant rebound in consumer demand as COVID-19 restrictions were relaxed, the Russia-Ukraine conflict, increased conflict in the Middle East, and worldwide supply chain disruptions resulting from the economic contraction caused by COVID-19 and lock downs followed by a rapid recovery.
We are unable to predict the extent to which the pandemic 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 .
The Investment Funds may also invest in credit default swaps. Risks Relating to our Consolidated Operating Subsidiaries Changes in regulations and regulatory actions can adversely affect our operating results and our ability to allocate capital.
The Investment Funds may also invest in credit default swaps. 23 Table of Contents Risks Relating to our Consolidated Operating Subsidiaries Changes in regulations and regulatory actions can adversely affect our operating results and our ability to allocate capital.
In addition, the COVID-19 pandemic may subject our and our subsidiaries’ operations, financial performance and financial condition to a number of additional operational-related, market-related and liquidity and funding-related risks. The COVID-19 pandemic may also have the effect of heightening many of the other risks described in the risk factors set forth herein.
In addition, any future pandemic may subject our and our subsidiaries’ operations, financial performance and financial condition to a number of additional operational-related, market-related and liquidity- and funding-related risks. Future pandemics may also have the effect of heightening many of the other risks described in the risk factors set forth herein.
The ongoing conflict in Ukraine has 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 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.
Icahn, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may be imposed on us and our subsidiaries or our assets as a result of being a member of the Icahn controlled group.
Icahn as of December 31, 2023, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may be imposed on us and our subsidiaries or our assets as a result of being a member of the Icahn controlled group, including ACF.
Environmental Protection Agency (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 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.
For distributions made after January 1, 2023, a publicly traded partnership must post on its primary public website (and keep accessible for ten years), and deliver to any registered holder that is a nominee, a qualified notice that states the amount of a distribution that is attributable to each type of income group specified in the 1446 Final Regulations.
For distributions made after January 1, 2023, a publicly traded partnership must post on its primary public website (and keep accessible for ten years), and deliver to any registered holder that is a nominee, a qualified notice that states the amount of a distribution that is attributable to each type of income group specified in the final regulations published by the IRS on November 30, 2020.
Natural gas and electricity prices have been, and will continue to be, affected by supply and demand for fuel and utility services in both local and regional markets. Compliance with the U.S. Environmental Protection Agency Renewable Fuel Standard, with respect to our Energy segment, could adversely affect our financial condition and results of operations. The U.S.
Natural gas and electricity prices have been, and will continue to be, affected by supply and demand for fuel and utility services in both local and regional markets. Compliance with the U.S. Environmental Protection Agency Renewable Fuel Standard, with respect to our Energy segment, could have a material adverse effect on our financial condition and results of operations.
The Investment Funds’ trading orders may not be executed in a timely and efficient manner due to various circumstances, including systems failures or 21 Table of Contents human error.
The Investment Funds’ trading orders may not be executed in a timely and efficient manner due to various circumstances, including systems failures or human error.
Icahn were to sell, or otherwise transfer, some or all of his interests in us to an unrelated party or group, a change of control could be deemed to have occurred under the terms of the indentures governing our senior notes, which would require us to offer to repurchase all outstanding senior notes at 101% of their principal amount plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase.
Icahn were to sell, or otherwise transfer, some or all of his interests in us to an unrelated party or group, as a result of a merger, foreclosure, changes in tax laws, changes to his estate, or otherwise, a change of control could be deemed to have occurred under the terms of the indentures governing our senior notes, which would require us to offer to repurchase all outstanding senior notes at 101% of their principal amount plus accrued and unpaid interest, special interest, if any, and liquidated damages, if any, to the date of repurchase.
Our investments, or our subsidiaries’ investments, may not achieve desired results. 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.
Icahn, through certain affiliates, owns 100% of Icahn Enterprises GP and approximately 85% of Icahn Enterprises’ outstanding depositary units as of December 31, 2022.
Icahn, through certain affiliates, owns 100% of Icahn Enterprises GP and approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2023.
There can be no assurance that the Investment Funds will be able to maintain the ability to borrow securities sold short.
There can be no assurance that the Investment 22 Table of Contents Funds will be able to maintain the ability to borrow securities sold short.
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.
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.
Several of our subsidiaries are subject to a variety of federal, state and local environmental laws and regulations relating to the protection of the environment, including those governing the emission or discharge of pollutants into the environment, product specifications and the generation, treatment, storage, transportation, disposal and remediation of solid and hazardous wastes.
Several of our subsidiaries are subject to a variety of federal, state and local environmental laws and regulations relating to the protection of the environment, including those governing the emission, release, discharge, use, generation, treatment, storage, transportation, disposal, investigation and remediation of hazardous or toxic substances, materials or wastes, solid wastes, petroleum, pollutants or contaminants into the environment, and product specifications and labeling.
In particular, see the risk factors: “We are a holding company and dependent upon the businesses of our subsidiaries to satisfy our obligations”; “To service our indebtedness, we will require a significant amount of cash”; “Our ability to maintain our current cash position or generate cash depends on many factors beyond our control”; “We have made significant investments in the Investment Funds and negative performance of the Investment Funds may result in a significant decline in the value of our investments”; “We need qualified personnel to manage and operate our various businesses”; “Global economic conditions may have adverse impacts on our businesses and financial condition”; and “Our Energy segment’s businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.” The extent to which the COVID-19 pandemic may negatively impact our business and operations will depend on the severity, location, and duration of the effects and spread of COVID-19 and the emergence of new variants, the actions undertaken by national, regional, and local governments and health officials to contain such virus or remedy its effects, and if, how quickly and to what extent economic conditions recover and normal business and operating conditions resume.
Our ability to maintain our current cash position or generate cash depends on many factors beyond our control”; “We have made significant investments in the Investment Funds and negative performance of the Investment Funds may result in a significant decline in the value of our investments”; “We need qualified personnel to manage and operate our various businesses”; “Global economic conditions may have adverse impacts on our businesses and financial condition”; and “Our Energy segment’s businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.” The extent to which any future pandemic may negatively impact our business and operations will depend on the severity, location, and duration of the effects and spread of such pandemic and the emergence of new variants, the actions undertaken by national, regional, and local governments and health officials to contain such virus or remedy its effects, and if, how quickly and to what extent economic conditions recover and normal business and operating 29 Table of Contents conditions resume.
We may not be successful in finding suitable opportunities to invest our cash and our strategy of investing in undervalued assets may expose us to numerous risks. Successful execution of our activist investment activities involves many risks, certain of which are outside of our control.
We may concentrate our activities by owning significant or controlling interests in certain investments. We may not be successful in finding suitable opportunities to invest our cash and our strategy of investing in undervalued assets may expose us to numerous risks. Successful execution of our activist investment activities involves many risks, certain of which are outside of our control.
For transfers, including a sale, exchange or other disposition of units, that occur on or after January 1, 2023, a publicly traded partnership may be liable for any underwithholding by a broker that relies on a qualified notice for which the publicly traded partnership failed to make a reasonable estimate of the amounts required for determining the applicability of the “10 percent exception.” The “10 percent exception” applies if, either (1) the publicly traded partnership was not engaged in a U.S. trade or business during a specified time period, or (2) upon a hypothetical sale of the publicly traded partnership’s assets at fair market value, (i) the amount of net gain that would have been effectively connected with the conduct of a U.S. trade or business would be less than 10% of the total net gain, or (ii) no gain would have been effectively connected with the conduct of a U.S. trade or business.
For transfers, including a sale, exchange or other disposition of units, that occur on or after January 1, 2023, a publicly traded partnership may be liable for any underwithholding by a broker that relies on a qualified notice for which the publicly traded partnership failed to make a reasonable estimate of the amounts required for determining the applicability of the “10 percent exception.” The “10 percent exception” applies if, either (1) the publicly traded partnership was not engaged in a U.S. trade or business during a specified time period, or (2) upon a hypothetical sale of the publicly traded partnership’s assets at fair market value, (i) the amount of net gain that would have been effectively connected with the conduct of a U.S. trade or business would be less than 10% of the total net gain, or (ii) no gain would have been effectively connected with the conduct of a U.S. trade or business. 11 Table of Contents Our unitholders likely will be subject to state and local taxes and return filing or withholding requirements in states in which they do not live as a result of investing in our units.
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. 14 Table of Contents The operating results of our subsidiaries may not be sufficient to make distributions 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.
Violations of these laws and regulations or permit conditions can result in substantial penalties, injunctive orders compelling installation of additional controls, civil and criminal sanctions, permit revocations and/or facility shutdowns.
Violations of these laws and regulations or environmental permit conditions can result in substantial costs, including for penalties, cleanup, injunctive orders compelling installation of additional controls, and civil and criminal sanctions, as well as permit revocations and/or facility shutdowns.
The COVID-19 pandemic has, and may continue to 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.
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.
Further, the COVID-19 pandemic 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. 28 Table of Contents 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. ​ Global economic conditions may have adverse impacts on our businesses and financial condition.
However, its hedging arrangements may fail to fully achieve these objectives for a variety of reasons, including its failure to have adequate hedging contracts, if any, in effect at any particular time and the failure of its hedging arrangements to produce the anticipated results.
However, its hedging arrangements, if it is able to procure them, may fail to fully achieve this objective for a variety of reasons, including its failure to have adequate hedging contracts, if any, in effect at any particular time and the failure of its hedging arrangements to produce the anticipated results.
Icahn’s estate has been designed to assure the stability and continuation of Icahn Enterprises with no need to monetize his interests for estate tax or other purposes. In the event of Mr. Icahn’s death, control of Mr.
Icahn’s estate plan has been designed to assure the stability and continuation of Icahn Enterprises and to minimize the need to monetize his interests for estate tax or other purposes. In the event of Mr. Icahn’s death, a substantial majority of Mr.
As of December 31, 2022, our top five holdings in the Investment Funds had a market value of approximately $2.6 billion, which represented approximately 29% of our assets under management for the Investment Segment.
As of December 31, 2023, our top five holdings in the Investment Funds had a market value of approximately $1.9 billion, which represented approximately 35% of our assets under management for the Investment Segment.
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. 26 Table of Contents As a result, CVR Energy’s risk mitigation strategy and activities could have a material adverse impact on our Energy segment’s financial results and cash flows.
Adverse changes in crude oil differentials can adversely impact refining margins, earnings and cash flows. In addition, the petroleum business’ purchases of crude oil, although based on WTI prices, have historically been at a discount to WTI because of the proximity of the refineries to the sources, existing logistics infrastructure and quality differences.
In addition, the petroleum business’ purchases of crude oil, although based on WTI prices, have historically been at a discount to WTI because of the proximity of the refineries to the sources, existing logistics infrastructure and quality differences.
The cumulative effect of the use of leverage by the Investment Funds in a market that moves adversely to the Investment Funds’ investments could result in a substantial loss to the Investment Funds that would be greater than if the Investment Funds were not leveraged.
The cumulative effect of the use of leverage by the Investment Funds in a market that moves adversely to the Investment Funds’ investments could result in a substantial loss to the Investment Funds that would be greater than if the Investment Funds were not leveraged. There is no assurance that leverage will be available on acceptable terms, if at all.
Icahn’s death, the charitable and other trusts do not give control of Icahn Enterprises GP to Brett Icahn, Brett Icahn will have the right to terminate the manager agreement between Brett Icahn and Icahn Enterprises.
Icahn’s death control of Icahn Enterprises GP is not given to Brett Icahn, Brett Icahn will have the right to terminate the manager agreement between Brett Icahn and Icahn Enterprises.
Sales of a substantial number of depositary units held by Mr. Icahn and his affiliates could have a negative impact on the market price of our depositary units. Likewise, the market may anticipate sales by Mr. Icahn or his estate even if Mr.
Icahn and his affiliates could have a negative impact on the market price of our depositary units. Likewise, the market may anticipate sales by Mr. Icahn or his estate even if Mr. Icahn or his estate is not selling, or has no plans to sell, depositary units.
Icahn’s interests in Icahn Enterprises and its general partner will be placed in charitable and other trusts under the control of senior Icahn Enterprises’ executives and Icahn family members. However, there can be no assurance that such planning will be effective. Furthermore, if upon Mr.
Icahn’s interests in Icahn Enterprises and its general partner are expected to pass to trusts or charitable organizations that will be under the control of a group that will include Icahn family members and current or former senior Icahn Enterprises executives. However, there can be no assurance that such planning will be effective. Furthermore, if upon Mr.
The Investment Funds do not intend to seek to hedge every position and may determine not to hedge against a particular risk for various reasons, including, but not limited to, because they do not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge.
The Investment Funds do not intend to seek to hedge every position and may determine not to hedge against a particular risk for various reasons, including, but not limited to, because they do not foresee the occurrence of the risk or because they do not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge. ​ 21 Table of Contents The Investment Funds invest in distressed securities, as well as bank loans, asset backed securities and mortgage-backed securities.
These events or any other disruption or compromise of our or our third-party service providers’ information technology systems could negatively impact our business operations or result in the misappropriation, loss or other unauthorized disclosure of sensitive and confidential information.
The United States government has warned of the potential risk of Russian cyberattacks stemming from the ongoing Russian/Ukraine conflict. These events or any other disruption or compromise of our or our third-party service providers’ information technology systems could negatively impact our business operations or result in the misappropriation, loss or other unauthorized disclosure of sensitive and confidential information.
It is unclear what impact the federal administration will have on the environmental laws and regulations applicable to us; however, measures to address climate change and reduce greenhouse gas (“GHG”) emissions (including carbon dioxide, methane, and nitrous oxides) are in various phases of discussion or implementation and could affect our operations by requiring increased operating and capital costs and/or increasing taxes on GHG emissions.
It is unclear what impact the federal administration will have on the environmental laws and regulations applicable to us; however, measures to address climate change and reduce GHGs could affect our operations by requiring increased operating and capital costs, limiting GHG emissions and/or increasing taxes on GHG emissions.
Our and our subsidiaries’ operations and financial performance have been negatively impacted by the COVID-19 pandemic that has caused, and may continue to cause, a global slowdown of economic activity, disruptions in global supply chains and significant volatility and disruption of financial markets.
Our and our subsidiaries’ operations and financial performance were negatively impacted by the COVID-19 pandemic that caused a global slowdown of economic activity, disruptions in global supply chains and significant volatility and disruption of financial markets, and we and our subsidiaries may also be negatively impacted by any future pandemics.
It is possible that, if the defaulted debt is accelerated, our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments and we cannot assure you that we would be able to refinance or restructure the payments on those debt securities.
It is possible that, if the defaulted debt is accelerated, our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments and we cannot assure you that we would be able to refinance or restructure the payments on those debt securities. 16 Table of Contents We may not have sufficient funds necessary to finance a change of control offer that may be required by the indentures governing our senior notes.
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. 24 Table of Contents Commodity derivative contracts, particularly with respect to our Energy segment, may limit our potential gains, exacerbate potential losses and involve other risks.
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.
Examples of such risks include but are not limited to industrial accidents, environmental hazards, power outages, equipment failures, structural failures, flooding, unusual or unexpected geological conditions and severe weather conditions, among others.
Examples of such risks include but are not limited to industrial accidents, environmental hazards, power outages, equipment failures, structural failures, flooding, unusual or unexpected geological conditions and severe weather conditions, among others. Such risks have become even more heightened in recent years as a result of the effects of climate change.
These events may damage or destroy properties, production facilities, transport facilities and equipment, as well as lead to personal injury or death, environmental damage, waste from intermediary products or resources, production or transportation delays and monetary losses or legal liability. Such damages are not limited to our operations or our employees and could significantly impact the surrounding areas.
These events may damage or destroy properties, production facilities, transport facilities and equipment, as well as lead to personal injury or death, environmental damage, including resource damage, waste from intermediary products or resources, production or transportation delays and monetary losses or legal liability.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeCVR Energy also owns and operates two fertilizer plants in Coffeyville, Kansas and East Dubuque, Illinois. CVR Energy owns crude oil storage facilities in Kansas and Oklahoma, refined oil storage facilities at 30 Table of Contents its Wynnewood, Oklahoma refinery location, and fertilizer storage facilities at its East Dubuque, Illinois fertilizer plant location.
Biggest changeCVR Partners subsidiaries also own and operate a fertilizer plant in each of Coffeyville, Kansas and East Dubuque, Illinois. CVR Energy subsidiaries own crude oil and refined product storage facilities in Kansas and Oklahoma, and CVR Partners subsidiaries own fertilizer storage facilities at their 32 Table of Contents Coffeyville, Kansas and East Dubuque, Illinois fertilizer plant locations.
CVR Energy also leases additional crude oil storage facilities. Automotive Icahn Automotive’s operations include approximately 1,320 company operated store locations, 748 franchise locations and 56 tire hub and distributions centers throughout the United States. Approximately 80% of Icahn Automotive’s facilities are leased and the remainder are owned.
CVR Energy also leases additional crude oil storage facilities. Automotive The Automotive segment’s operations include approximately 920 company operated store locations, 744 franchise locations and 27 tire hub and distributions centers throughout the United States. Approximately 80% of the Automotive segment’s facilities are leased and the remainder are owned.
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 owns and operates two oil refineries as well as office buildings located in Coffeyville, Kansas and Wynnewood, Oklahoma.
Item 2. Properties Our Holding Company and Investment segment lease office space in Sunny Isles Beach, Florida. The principal physical properties at our other operating segments are as follows: Energy CVR Energy’s subsidiaries own and operate an oil refinery as well as office buildings located in each of Coffeyville, Kansas and Wynnewood, Oklahoma.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe also incorporate by reference into this Item 3 of this Report, the information regarding the lawsuits and proceedings described and referenced in Note 17, “Commitments and Contingencies,” to the consolidated financial statements as set forth in Item 8 of this Report. Item 4. Mine Safety Disclosures Not applicable. 31 Table of Contents PART II ​
Biggest changeWe also incorporate by reference into this Item 3 of this Report, the information regarding the lawsuits and proceedings described and referenced in Note 19, “Commitments and Contingencies,” to the consolidated financial statements as set forth in Item 8 of this Report. Item 4. Mine Safety Disclosures Not applicable. PART II ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMarket for Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities Market Information Icahn Enterprises’ depositary units are traded on the Nasdaq Global Select Market under the symbol “IEP.” Holders of Record As of December 31, 2022, there were approximately 1,700 record holders of Icahn Enterprises’ depositary units including multiple beneficial holders at depositories, banks and brokers listed as a single record holder in the street name of each respective depository, bank or broker.
Biggest changeMarket for Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities Market Information Icahn Enterprises’ depositary units are traded on the Nasdaq Global Select Market under the symbol “IEP.” Holders of Record As of December 31, 2023, there were approximately 1,800 record holders of Icahn Enterprises’ depositary units including multiple beneficial holders at depositories, banks and brokers listed as a single record holder in the street name of each respective depository, bank or broker.

Item 7. Management's Discussion & Analysis

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

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Biggest changeHolding Company ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ ​ (in millions) Operating Activities: ​ ​ ​ ​ Cash payments for interest on senior unsecured notes ​ $ (306) ​ $ (339) ​ $ (366) Interest and dividend income ​ 31 ​ 5 ​ 22 Net cash receipts for income taxes, net of payments ​ (3) ​ — ​ 22 Operating costs and other ​ (37) ​ (34) ​ (29) ​ ​ $ (315) ​ $ (368) ​ $ (351) Investing Activities: ​ ​ ​ Proceeds from sale of businesses and assets ​ $ — ​ $ 323 ​ $ — Purchases of investments ​ — ​ — ​ (197) Proceeds from sale of investments ​ 153 ​ 405 ​ 22 Net investments in the Investment Funds ​ — ​ — ​ (750) Net distributions from (investments in) other operating segments ​ 129 ​ (221) ​ (10) Other investing activities, net ​ ​ — ​ ​ — ​ ​ (19) ​ ​ $ 282 ​ $ 507 ​ $ (954) Financing Activities: ​ ​ ​ Partnership contributions ​ $ 768 ​ $ 835 ​ $ 102 Partnership distributions ​ (226) ​ (134) ​ (526) Payments to acquire additional interests in subsidiaries ​ (1) ​ — ​ — Net debt transactions ​ (500) ​ 3 ​ (487) Other financing activities, net ​ ​ (1) ​ ​ — ​ ​ — ​ ​ $ 40 ​ $ 704 ​ $ (911) Increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents ​ $ 7 ​ $ 843 ​ $ (2,216) ​ The decrease in interest payments during 2022 compared to 2021 was due to the redemption of $500 million of senior secured unsecured notes in February 2022.
Biggest changeSimilarly, our Holding Company’s net distributions from (investments in) our other operating segments are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our other operating segments. ​ 49 Table of Contents Holding Company ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 ​ ​ (in millions) Operating Activities: ​ ​ ​ ​ Cash payments for interest on senior unsecured notes ​ $ (287) ​ $ (306) ​ $ (339) Interest and dividend income ​ 94 ​ 31 ​ 5 Cash payments for income taxes, net of receipts ​ (2) ​ (3) ​ — Operating costs and other ​ (26) ​ (37) ​ (34) ​ ​ $ (221) ​ $ (315) ​ $ (368) Investing Activities: ​ ​ ​ Proceeds from the sale of consolidated businesses ​ $ — ​ $ — ​ $ 323 Distributions from the Investment Funds ​ ​ 242 ​ ​ — ​ ​ — Cash from operating segments ​ ​ 385 ​ ​ 367 ​ ​ 231 Cash to operating segments ​ ​ (42) ​ ​ (239) ​ ​ (452) Proceeds from sale of investments held at the Holding Company segment ​ ​ — ​ ​ 153 ​ ​ 405 Related party note receivable repayments and disbursements, net ​ ​ 30 ​ ​ — ​ ​ — Other investing activities, net ​ ​ 1 ​ ​ 1 ​ ​ — ​ ​ $ 616 ​ $ 282 ​ $ 507 Financing Activities: ​ ​ ​ ​ Partnership contributions ​ $ 185 ​ $ 768 ​ $ 835 Partnership distributions ​ (307) ​ (226) ​ (134) Payments to acquire additional interests in subsidiaries ​ — ​ (1) ​ — Proceeds from partial sale of interests in consolidated subsidiaries ​ 158 ​ ​ — ​ ​ — Proceeds from Holding Company senior unsecured notes ​ ​ 699 ​ ​ — ​ ​ 1,214 Repayments and repurchases of Holding Company senior unsecured notes ​ (1,159) ​ (500) ​ (1,205) Other financing activities, net ​ — ​ (1) ​ (6) ​ ​ $ (424) ​ $ 40 ​ $ 704 (Decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents ​ $ (29) ​ $ 7 ​ $ 843 ​ ​ ​ The decrease in interest payments during 2023 compared to 2022 was primarily due to the redemption of $500 million of senior unsecured notes in February 2022.
The renewable diesel facility produces renewable diesel and has a capacity of approximately 7,500 barrels per day. Further, the conversion enables our Energy segment to capture additional benefits associated with the existing blenders’ tax credit that is currently set to expire at the end of 2024 and low carbon fuel standard programs in states such as California.
The renewable diesel facility produces renewable diesel and has a nameplate capacity of approximately 7,500 barrels per day. Further, the conversion enables our Energy segment to capture additional benefits associated with the existing blenders’ tax credit that is currently set to expire at the end of 2024 and low carbon fuel standard programs in states such as California.
For each of December 31, 2022 and 2021, we concluded, based on the projections of taxable income, that certain of our corporate subsidiaries more likely than not will realize a partial benefit from their deferred tax assets and loss carry forwards.
For each of December 31, 2023 and 2022, we concluded, based on the projections of taxable income, that certain of our corporate subsidiaries more likely than not will realize a partial benefit from their deferred tax assets and loss carry forwards.
Eliminations Eliminations in the table above relate to certain of our Holding Company’s transactions with our Investment and other operating segments. Our Holding Company’s net (investments in) distributions from the Investments Funds, when applicable, are included in cash flows from investing activities for our Holding Company and cash flows from financing 46 Table of Contents activities for our Investment segment.
Eliminations Eliminations in the table above relate to certain of our Holding Company’s transactions with our Investment and other operating segments. Our Holding Company’s net (investments in) distributions from the Investments Funds, when applicable, are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our Investment segment.
See Note 14, “Income Taxes,” to the consolidated financial statements for further discussion regarding our income taxes. Valuation of Investments The fair value of our investments, including securities sold, not yet purchased, is based on observable market prices when available.
See Note 16, “Income Taxes,” to the consolidated financial statements for further discussion regarding our income taxes. Valuation of Investments The fair value of our investments, including securities sold, not yet purchased, is based on observable market prices when available.
Throughout 2020, 2021 and continuing in 2022, the COVID-19 pandemic, and actions taken by governments and others in response thereto, has negatively impacted the global economy, financial markets, and certain of the industries in which our subsidiaries operate.
Throughout 2021 and continuing in 2022, the COVID-19 pandemic, and actions taken by governments and others in response thereto, negatively impacted the global economy, financial markets, and certain of the industries in which our subsidiaries operate.
With respect to the notional value of our other short positions (69% 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 short positions (60% short exposure), our liquidity would decrease by the balance sheet unrealized loss if we were to close the positions at quarter end prices.
Changes in general market conditions coupled with changes in exposure to short and long positions have significant impact on our Investment segment’s results of operations and the comparability of results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends.
Changes in general market conditions coupled with changes in exposure to short 36 Table of Contents and long positions have significant impact on our Investment segment’s results of operations and the comparability of results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends.
In addition to the summarized financial results below, refer to Note 13, “Segment and Geographic Reporting,” to the consolidated financial statements for a reconciliation of each of our reporting segment’s results of continuing operations to our consolidated results.
In addition to the summarized financial results below, refer to Note 15, “Segment and Geographic Reporting,” to the consolidated financial statements for a reconciliation of each of our reporting segment’s results of continuing operations to our consolidated results.
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, 2021, filed on February 25, 2022, 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, 2022, filed on February 24, 2023, which is incorporated by reference herein, for such discussions. Investment We invest our proprietary capital through various private investment funds (the “Investment Funds”).
Our consolidated results of operations and financial condition have been impacted primarily by the volatility in the fair value of investments held by our Investment segment and the Holding Company as well as volatility in the global demand for refined products, especially gasoline and diesel fuels, with respect to our Energy segment.
Our consolidated results of operations and financial condition were impacted primarily by the volatility in the fair value of investments held by our Investment segment and the Holding Company as well as volatility in the global demand for refined products, especially gasoline and diesel fuels, with respect to our Energy segment.
Estimates and assumptions are evaluated on an ongoing basis and are based on historical and other factors believed to be reasonable 49 Table of Contents under the circumstances. The results of these estimates may form the basis of the carrying value of certain assets and liabilities and may not be readily apparent from other sources.
Estimates and assumptions are evaluated on an ongoing basis and are based on historical and other factors believed to be reasonable under the circumstances. The results of these estimates may form the basis of the carrying value of certain assets and liabilities and may not be readily apparent from other sources.
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, 2021, filed on February 23, 2022, which is incorporated by reference herein, for additional discussion of consolidated cash flows for the comparisons between the years ended December 31, 2021 and 2020.
Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on February 24, 2023, which is incorporated by reference herein, for additional discussion of consolidated cash flows for the comparisons between the years ended December 31, 2022 and 2021.
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.
As of December 31, 2022 and 2021, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.
As of December 31, 2023 and 2022, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.
Certain discussions of results of operations for the comparisons between the years ended December 31, 2021 and 2020 are not included in this Report.
Certain discussions of results of operations for the comparisons between the years ended December 31, 2022 and 2021 are not included in this Report.
As of December 31, 2022, our consolidated goodwill was $288 million, primarily within our Automotive segment’s Service reporting unit. We perform the annual goodwill impairment test for our Automotive segment as of October 1 of each year.
As of December 31, 2023, our consolidated goodwill was $288 million, primarily within our Automotive segment’s reporting unit. We perform the annual goodwill impairment test for our Automotive segment as of October 1 of each year.
Future Debt Service Obligations Future debt service obligations for our other operating segments are primarily within our Energy segment. After giving effect to certain debt activity in February 2022, as discussed above, our Energy segment’s future debt maturities (excluding financing leases) are $600 million for 2025 and $950 million for 2028.
Future Debt Service Obligations Future debt service obligations for our other operating segments are primarily within our Energy segment. After giving effect to certain debt activity in February 2024, as discussed above, our Energy segment’s future debt maturities (excluding financing leases) are $950 million for 2028 and $600 million for 2029.
In addition, our Energy segment had turnaround expenditures of $83 million, $5 million and $159 million during the years ended December 31, 2022, 2021 and 2020, respectively, which is reported separately from capital expenditures in our consolidated statements of cash flows.
In addition, our Energy segment had turnaround expenditures of $57 million, $83 million and $5 million during the years ended December 31, 2023, 2022 and 2021, respectively, which is reported separately from capital expenditures in our consolidated statements of cash flows.
At-The-Market Offerings In May 2019, Icahn Enterprises entered into an Open Market Sale Agreement, pursuant to which Icahn Enterprises was able to sell its depositary units, from time to time, for up to $400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering. This agreement has been subsequently terminated and superseded by subsequent agreements with substantially the same terms.
At-The-Market Offerings In May 2019, Icahn Enterprises entered into an Open Market Sale Agreement for the sale of depositary units, from time to time, for up to $400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering. This agreement has been subsequently terminated and superseded by subsequent agreements with substantially the same terms.
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 resulting from divestitures, equity and debt financings, interest income, returns on our interests in the Investment Funds and the payment of funds to us by our subsidiaries in the form of loans, dividends and distributions.
Our cash flow and our ability to meet our debt service obligations and make distributions with respect to depositary units depends on the cash flow resulting from divestitures, equity offerings and debt financings, interest income, returns on our interests in the Investment Funds and the payment of funds to us by our subsidiaries in the form of loans, dividends and distributions.
Additionally, the 6.375% senior unsecured note due 2025 and the 6.250% senior unsecured note due 2026 are subject to optional redemption premiums in the event we redeem any of the notes prior to certain dates as described in the indentures.
Additionally, the 6.375% senior unsecured notes due 2025, the 6.250% senior unsecured notes due 2026 and the 9.750% senior unsecured notes due 2029 are subject to optional redemption premiums in the event we redeem any of the notes prior to certain dates as described in the indentures.
On February 22, 2021, the Board of Directors of CVR Partners authorized an additional $10 million under the unit repurchase program. During 2022, CVR Partners repurchased common units on the open market at a cost of $12 million.
On February 22, 2021, the Board of Directors of CVR Partners authorized an additional $10 million under the unit repurchase program. During 2023, CVR Partners did not repurchase any common units. During 2022, CVR Partners repurchased common units on the open market at a cost of $12 million.
Depositary unitholders will have until April 6, 2023 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 5, 2024 to make a timely election to receive either cash or additional depositary units. If a unitholder does not make a timely election, it will automatically be deemed to have elected to receive the distribution in additional depositary units.
Depositary unitholders 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 14, 2023.
Depositary unitholders who elect to receive (or who are deemed to have elected to receive) additional depositary units will receive units valued at the volume weighted average trading price of the units during the five consecutive trading days ending April 12, 2024.
See Note 9, “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. ​
See Note 11, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for further discussion regarding goodwill and intangible assets. 55 Table of Contents Recently Issued Accounting Standards See Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” to the consolidated financial statements for a discussion of recent accounting pronouncements applicable to us. ​
As of December 31, 2022 and 2021, we had investments with a fair market value of approximately $4.2 billion, in the Investment Funds. As of December 31, 2022 and 2021, the total fair market value of investments in the Investment Funds made by Mr.
As of December 31, 2023 and 2022, we had investments with a fair market value of approximately $3.2 billion and $4.2 billion, respectively, in the Investment Funds. As of December 31, 2023 and 2022, the total fair market value of investments in the Investment Funds made by Mr.
Therefore, we discuss the combined results of our automotive net sales and automotive services labor revenues below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ ​ (in millions) Net sales and other revenue from operations ​ $ 2,349 ​ $ 2,384 ​ $ 2,478 Cost of goods sold and other expenses from operations ​ 1,729 ​ 1,804 ​ 1,793 Gross profit ​ $ 620 ​ $ 580 ​ $ 685 ​ Net sales and other revenues from operations for our Automotive segment for the year ended December 31, 2022 decreased by $35 million (1%) 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, ​ 2023 2022 2021 ​ ​ (in millions) Net sales and other revenue from operations ​ $ 1,685 ​ $ 2,349 ​ $ 2,384 Cost of goods sold and other expenses from operations ​ 1,196 ​ 1,729 ​ 1,804 Gross profit ​ $ 489 ​ $ 620 ​ $ 580 ​ Net sales and other revenues from operations for our Automotive segment for the year ended December 31, 2023 decreased by $664 million (28%) as compared to the comparable prior year period.
Certain terms of financings for certain of our businesses impose restrictions on the 44 Table of Contents business’ ability to transfer funds to us, including restrictions on dividends, distribution, loans and other transactions. See Note 11, “Debt,” to the consolidated financial statements for further discussion regarding our segment debt, including information relating to maturities, interest rates and borrowing availabilities.
Certain terms of financings for certain of our businesses impose restrictions on the business’ ability to transfer funds to us, including restrictions on dividends, distributions, loans and other transactions. See Note 13, “Debt,” to the consolidated financial statements for further discussion regarding our segment debt, including information relating to maturities, interest rates and borrowing availabilities.
Automotive services labor revenues are included in other revenues from operations in our consolidated statements of operations; however, the sale of any installed parts or materials related to automotive services are included in net sales.
Our Automotive segment’s results of operations include Automotive Services labor along with the sale of any installed parts or materials related to Automotive Services. Automotive Services labor revenues are included in other revenues from operations in our consolidated statements of operations, however, the sales of any installed parts or materials related to Automotive Services are included in net sales.
Impairment Refer to Note 9, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for a discussion of impairments of assets, which were not significant. Interest Expense Our consolidated interest expense during the year ended December 31, 2022 decreased by $98 million (15%) as compared to the comparable prior year period.
Impairment Refer to Note 11, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for a discussion of impairments of assets, which were not significant. Interest Expense Our consolidated interest expense during the year ended December 31, 2023 decreased by $14 million (2%) as compared to the comparable prior year period.
In April 2022, our Energy segment completed a renewable diesel project at one of its refineries, which converted the refinery’s hydrocracker to a renewable diesel unit (“RDU”) capable of producing 100 million gallons of renewable diesel per year and approximately 170 to 180 million RINs annually at a total cost of $179 million.
In April 2022, our Energy segment completed a renewable diesel project at one of its refineries, which converted the refinery’s hydrocracker to a renewable diesel unit (“RDU”) capable of producing up to 100 million gallons of renewable diesel per year at a total cost of $179 million.
CVR Refining also had $23 million and $39 million of letters of credit outstanding as of December 31, 2022 and December 31, 2021, respectively. The above outstanding debt and borrowing availability with respect to each of our continuing operating segments reflects third-party obligations.
CVR Energy ABL also had $26 million and $23 million of letters of credit outstanding as of December 31, 2023 and December 31, 2022, respectively. The above outstanding debt and borrowing availability with respect to each of our continuing operating segments reflects third-party obligations.
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, 2022. 35 Table of Contents For the years ended December 31, 2022, 2021 and 2020, our Investment Funds’ returns were (2.4)%, (0.3)%, and (14.3)%, respectively.
Refer to the “Investment Segment Liquidity” section of our “Liquidity and Capital Resources” discussion for additional information regarding our Investment segment’s exposure as of December 31, 2023. For the years ended December 31, 2023, 2022 and 2021, our Investment Funds’ returns were (16.9)%, (2.4)%, and (0.3)%, respectively.
Our Investment segment’s cash flows are primarily driven by investment transactions, which are included in net cash flows from operating activities due to the nature of its business, as well as contributions to and distributions from Mr. Icahn and his affiliates (including Icahn Enterprises) and Brett Icahn, which are included in net cash flows from financing activities.
Our Investment segment’s cash flows are primarily driven by investment transactions, which are included in net cash flows from operating activities due to the nature of its business, as well as contributions to and distributions from Mr.
The following table sets forth the performance attribution for the Investment Funds’ returns: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 Long positions (3.3) % 84.9 % 0.6 % Short positions 0.1 % (84.0) % (14.9) % Other 0.8 % (1.2) % — % ​ (2.4) % (0.3) % (14.3) % ​ The following table presents net loss for our Investment segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ ​ (in millions) Long positions ​ $ (264) ​ $ 2,916 ​ $ (50) Short positions ​ (38) ​ (2,906) ​ (1,400) Other ​ 79 ​ (42) ​ 3 ​ ​ $ (223) ​ $ (32) ​ $ (1,447) ​ For the year ended December 31, 2022, the Investment Funds’ negative performance was driven by net losses in long positions and short positions.
The following table sets forth the performance attribution for the Investment Funds’ returns: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Long positions (2.8) % (3.3) % 84.9 % Short positions (18.5) % 0.1 % (84.0) % Other 4.4 % 0.8 % (1.2) % ​ (16.9) % (2.4) % (0.3) % ​ The following table presents net (loss) for our Investment segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 ​ ​ (in millions) Long positions ​ $ (299) ​ $ (264) ​ $ 2,916 Short positions ​ (1,355) ​ (38) ​ (2,906) Other ​ 299 ​ 79 ​ (42) ​ ​ $ (1,355) ​ $ (223) ​ $ (32) ​ For the year ended December 31, 2023, the Investment Funds’ negative performance was driven by net losses in both our short and long positions.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Among others, estimates are used when accounting for valuation of investments.
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Among others, estimates are used when accounting for valuation of investments.
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, 2022, 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.
Of the Investment Funds’ 94% long exposure, 74% was comprised of the fair value of its long positions (with certain adjustments) and 20% was comprised of single name equity forward and swap contracts and an option contract.
Of the Investment Funds’ 89% long exposure, 54% was comprised of the fair value of its long positions (with certain adjustments) and 35% was comprised mostly of single name equity forward and swap contracts and an option contract.
On February 22, 2023, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $2.00 per depositary unit, which will be paid on or about April 19, 2023 to depositary unitholders of record at the close of business on March 13, 2023.
On February 26, 2024, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $1.00 per depositary unit, which will be paid on or about April 18, 2024 to depositary unitholders of record at the close of business on March 11, 2024.
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 50 Table of Contents 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. 54 Table of Contents Long-Lived Assets Long-lived assets held and used by our various operating segments and long-lived assets to be disposed of are reviewed for impairment whenever events or changes in circumstances indicate a possible significant deterioration in future expected cash flows that could result in the carrying amount of an asset not being recoverable.
For the year ended December 31, 2021, the Investment Funds’ negative performance was driven by net losses in short positions, offset in part by net gains in long positions.
For the year ended December 31, 2022, the Investment Funds’ negative performance was driven by net losses in long positions and short positions.
As of December 31, 2022, we continue to have an active Open Market Sale Agreement and Icahn Enterprises may sell its depositary units for up to an additional $325 million in aggregate gross sale proceeds pursuant to this agreement entered into on November 21, 2022.
As of December 31, 2023, we continue to have an Open Market Sale Agreement and Icahn Enterprises may sell its depositary units for up to an additional $149 million in aggregate gross sale proceeds pursuant to this agreement.
Our segments have additional borrowing availability under certain revolving credit facilities as summarized below: ​ ​ ​ ​ ​ December 31, ​ ​ 2022 ​ ​ (in millions) Energy ​ $ 287 Food Packaging ​ 17 Home Fashion ​ 1 ​ ​ $ 305 ​ As of December 31, 2022 and 2021, total availability under CVR Refining and CVR Partners variable rate asset based revolving credit facilities aggregated $287 million and $396 million, respectively.
Our segments have additional borrowing availability under certain revolving credit facilities as summarized below: ​ ​ ​ ​ ​ December 31, ​ ​ 2023 ​ ​ (in millions) Energy ​ $ 288 Food Packaging ​ 30 Home Fashion ​ 3 ​ ​ $ 321 ​ As of December 31, 2023 and 2022, total availability under CVR Energy ABL and CVR Partners variable rate asset based revolving credit facilities aggregated $288 million and $287 million, respectively.
Net sales for the year ended December 31, 2022 increased $15 million (4%) as compared to the comparable prior year period. The increase was due to an increase of $60 million in price and product mix, offset by a decrease of $16 million due to unfavorable effects of foreign exchange and a decrease of $29 million due to lower volume.
Net sales for the year ended December 31, 2023 increased $15 million (3%) as compared to the comparable prior year period. The increase was due to an increase of $39 million in price and product mix and $3 million due to favorable effects of foreign exchange rates, offset by a decrease of $27 million due to lower volume.
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.
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, ​ 2022 2021 2020 2022 2021 2020 2022 2021 2020 ​ ​ (in millions) Investment ​ $ (23) ​ $ 202 ​ $ (1,249) ​ $ (223) ​ $ (32) ​ $ (1,447) ​ $ (89) ​ $ (16) ​ $ (765) Holding Company ​ 78 ​ (25) ​ (70) ​ (175) ​ (402) ​ (476) ​ (175) ​ (402) ​ (476) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 10,815 ​ 7,327 ​ 3,966 ​ 596 ​ 29 ​ (327) ​ 304 ​ (5) ​ (194) Automotive ​ 2,398 ​ 2,370 ​ 2,465 ​ (192) ​ (260) ​ (198) ​ (192) ​ (260) ​ (198) Food Packaging ​ 426 ​ 402 ​ 403 ​ 2 ​ (2) ​ 4 ​ 2 ​ (2) ​ 4 Real Estate ​ 118 ​ 96 ​ 98 ​ 7 ​ (8) ​ (16) ​ 7 ​ (8) ​ (16) Home Fashion ​ 217 ​ 197 ​ 190 ​ (22) ​ (8) ​ (7) ​ (22) ​ (8) ​ (7) Pharma ​ ​ 72 ​ ​ 85 ​ ​ 3 ​ ​ (18) ​ ​ (3) ​ ​ (1) ​ ​ (18) ​ ​ (3) ​ ​ (1) Metals ​ — ​ 684 ​ 317 ​ — ​ 186 ​ — ​ — ​ 186 ​ — Other operating segments ​ 14,046 ​ 11,161 ​ 7,442 ​ 373 ​ (66) ​ (545) ​ 81 ​ (100) ​ (412) Consolidated ​ $ 14,101 ​ $ 11,338 ​ $ 6,123 ​ $ (25) ​ $ (500) ​ $ (2,468) ​ $ (183) ​ $ (518) ​ $ (1,653) ​ Management’s Discussion and Analysis of Results of Operations discusses the comparisons between the years ended December 31, 2022 and 2021.
Refer to our respective segment discussions and “Other Consolidated Results of Operations” below for further discussion. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From ​ Attributable to Icahn ​ ​ Revenues ​ Continuing Operations ​ Enterprises ​ ​ Year Ended December 31, ​ Year Ended December 31, ​ Year Ended December 31, ​ 2023 2022 2021 2023 2022 2021 2023 2022 2021 ​ ​ (in millions) Investment ​ $ (1,165) ​ $ (23) ​ $ 202 ​ $ (1,353) ​ $ (223) ​ $ (32) ​ $ (701) ​ $ (89) ​ $ (16) Holding Company ​ 110 ​ 78 ​ (25) ​ (504) ​ (175) ​ (402) ​ (504) ​ (175) ​ (402) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 9,297 ​ 10,815 ​ 7,327 ​ 831 ​ 596 ​ 29 ​ 508 ​ 304 ​ (5) Automotive ​ 1,754 ​ 2,398 ​ 2,370 ​ (6) ​ (192) ​ (260) ​ (6) ​ (192) ​ (260) Food Packaging ​ 435 ​ 426 ​ 402 ​ 13 ​ 2 ​ (2) ​ 12 ​ 2 ​ (2) Real Estate ​ 143 ​ 118 ​ 96 ​ 16 ​ 7 ​ (8) ​ 16 ​ 7 ​ (8) Home Fashion ​ 175 ​ 217 ​ 197 ​ (6) ​ (22) ​ (8) ​ (6) ​ (22) ​ (8) Pharma ​ ​ 98 ​ ​ 72 ​ ​ 85 ​ ​ (3) ​ ​ (18) ​ ​ (3) ​ ​ (3) ​ ​ (18) ​ ​ (3) Metals ​ — ​ — ​ 684 ​ — ​ — ​ 186 ​ — ​ — ​ 186 Other operating segments ​ 11,902 ​ 14,046 ​ 11,161 ​ 845 ​ 373 ​ (66) ​ 521 ​ 81 ​ (100) Consolidated ​ $ 10,847 ​ $ 14,101 ​ $ 11,338 ​ $ (1,012) ​ $ (25) ​ $ (500) ​ $ (684) ​ $ (183) ​ $ (518) ​ Management’s Discussion and Analysis of Results of Operations discusses the comparisons between the years ended December 31, 2023 and 2022.
Because the petroleum business applies first-in, first-out accounting to value its inventory, crude oil price movements may impact gross margin in the short-term fluctuations in the market price of inventory.
Because the petroleum business applies first-in, first-out accounting to value its inventory, crude oil price movements may impact gross margin as a result of changes in the value of its unhedged inventory.
The petroleum business is also subject to the Renewable Fuel Standard of the United States Environmental Protection Agency, which requires the operating companies in our Energy segment to either blend “renewable fuels” with their transportation fuels or purchase renewable identification numbers (“RINs”), to the extent available, in lieu of blending, or to seek other exemptions.
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.
During the year ended December 31, 2022, Icahn Enterprises sold 14,619,272 depositary units pursuant to these agreements, resulting in gross proceeds of $759 million.
During the year ended December 31, 2023, Icahn Enterprises sold 3,395,353 depositary units pursuant to its current agreement, resulting in gross proceeds of $175 million. During the year ended December 31, 2022, Icahn Enterprises sold 14,619,272 depository units pursuant to its current agreement, resulting in gross proceeds of $759 million.
Furthermore, during the year ended December 31, 2022, our energy segment had aggregate distributions to non-controlling interests of $129 million as a result of distributions paid by CVR Partners to its common unit holders.
Furthermore, during the year ended December 31, 2023, our Energy segment had aggregate distributions of $319 million to non-controlling interests, of which $178 million are distributions paid by CVR Partners to its public unit holders.
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. 53 Table of Contents Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
The ultimate outcome of the Russia-Ukraine conflict and any associated market disruptions are difficult to predict and may materially affect our business, operations, and cash flows in unforeseen ways. ​ 34 Table of Contents The comparability of our summarized consolidated financial results presented below is affected by, among other factors, (i) the performance of the Investment Funds, (ii) the results of our Energy segment’s operations, impacted by the demand and prices for its products and (iii) the sale of PSC Metals in 2021.
The ultimate outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways. ​ 35 Table of Contents The comparability of our summarized consolidated financial results presented below is affected primarily by (i) the performance of the Investment Funds (as defined below), (ii) the results of operations of our Energy segment, impacted by the demand and pricing for its products, (iii) the sale of PSC Metals in 2021 and (iv) the deconsolidation of Auto Plus within our Automotive segment.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition. This section should be read in conjunction with our consolidated financial statements and the accompanying notes contained in this Report.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition.
The increases in automotive services revenues was driven by price increases, offset in part by lower volumes. Cost of goods sold and other expenses from operations for the year ended December 31, 2022 decreased by $75 million as compared to the comparable prior year period.
The decrease in Automotive Services revenues was driven by lower car counts primarily from closed stores. Cost of goods sold and other expenses from operations for the year ended December 31, 2023 decreased by $533 million (31%) as compared to the comparable prior year period.
Subsidiary Dividends During the year ended December 31, 2022, our Energy segment paid three quarterly distributions aggregating $1.20 per share. Our portion of the dividend aggregated to $85 million. In addition, in the second, third and fourth quarters of 2022, our Energy segment paid a special dividend which included $256 million in cash for our portion.
During the year ended December 31, 2023, our Energy segment paid four quarterly distributions aggregating $2.00 per share. Our portion of the dividend aggregated to $140 million. In addition, in the third and fourth quarters of 2023, our Energy segment paid a special dividend aggregating $2.50 per share, which included $171 million in cash for our portion.
Refer to Note 14, “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.
In addition, in accordance with FASB ASC Topic 740, Income Taxes , we analyze all positive and negative evidence and maintain a valuation allowance on deferred tax assets that are not considered more likely than not to be realized. Liquidity and Capital Resources We are a holding company.
Our Automotive segment’s priorities include: ● Positioning the service business to take advantage of opportunities in the do-it-for-me market and vehicle fleets; ● Improving inventory management across Icahn Automotive’s parts and tire distribution network; ● Investment in capital projects within Icahn Automotive’s owned and leased locations to increase leasing revenue and reduce occupancy costs; ● Investment in customer experience initiatives and selective upgrades in facilities; ● Investment in employees with focus on training and career development investments; and ● Business process improvements, including investments in our supply chain and information technology capabilities.
Our Automotive segment’s priorities include: ● Positioning the Automotive Services business to take advantage of opportunities in the do-it-for-me market and vehicle fleets; ● Improving inventory management and distribution network; ● Investment in, and strategic review of, capital projects within Icahn Automotive’s owned and leased locations to increase leasing revenue, restructure lease liabilities, and reduce occupancy costs; ● Strategic investment in brownfield and greenfield supplementing existing store footprints; ● Investment in customer experience initiatives and selective upgrades in facilities; ● Investment in employees with focus on training and career development; and ● Business process improvements, including investments in our supply chain and information technology capabilities. 39 Table of Contents The following table presents our Automotive segment’s net sales and other revenue from operations, cost of goods sold and other expenses from operations and gross profit.
The following table summarizes cash flow information for Icahn Enterprises’ reporting segments and our Holding Company: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ Year Ended December 31, 2021 ​ Year Ended December 31, 2020 ​ ​ 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 ​ $ (315) ​ $ 282 ​ $ 40 ​ $ (368) ​ $ 507 ​ $ 704 ​ $ (351) ​ $ (954) ​ $ (911) ​ Investment ​ 461 ​ — ​ (14) ​ 381 ​ — ​ 74 ​ (191) ​ — ​ 763 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 967 ​ (271) ​ (696) ​ 396 ​ (238) ​ (315) ​ 90 ​ (423) ​ ​ 355 ​ Automotive ​ (88) ​ ​ (110) ​ 195 ​ (119) ​ ​ 77 ​ 42 ​ (9) ​ ​ 53 ​ (45) ​ Food Packaging ​ 15 ​ (22) ​ 6 ​ 3 ​ (17) ​ 4 ​ 34 ​ (19) ​ (18) ​ Real Estate ​ 26 ​ (10) ​ (23) ​ 18 ​ (9) ​ 3 ​ 24 ​ (4) ​ (46) ​ Home Fashion ​ (13) ​ (2) ​ 21 ​ (20) ​ (2) ​ 18 ​ 3 ​ (5) ​ 2 ​ Pharma ​ 2 ​ — ​ — ​ ​ 6 ​ — ​ — ​ ​ (2) ​ ​ 12 ​ ​ (2) ​ Metals ​ — ​ — ​ — ​ 24 ​ (11) ​ (16) ​ (14) ​ (1) ​ 9 ​ Other operating segments ​ 909 ​ (415) ​ (497) ​ 308 ​ (200) ​ (264) ​ 126 ​ (387) ​ 255 ​ Total before eliminations ​ 1,055 ​ (133) ​ (471) ​ 321 ​ 307 ​ 514 ​ (416) ​ (1,341) ​ 107 ​ Eliminations ​ — ​ (127) ​ 127 ​ — ​ 221 ​ (221) ​ — ​ 760 ​ (760) ​ Consolidated ​ $ 1,055 ​ $ (260) ​ $ (344) ​ $ 321 ​ $ 528 ​ $ 293 ​ $ (416) ​ $ (581) ​ $ (653) ​ ​ The discussion of consolidated cash flows below primarily discusses the comparisons between the years ended December 31, 2022 and 2021.
Our other operating segments’ cash flows are driven by the activities and performance of each business as well as transactions with our Holding Company, as discussed below. ​ 48 Table of Contents The following table summarizes cash flow information for Icahn Enterprises’ reporting segments and our Holding Company: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ Year Ended December 31, 2022 ​ Year Ended December 31, 2021 ​ ​ Net Cash Provided By (Used In) ​ Net Cash Provided By (Used In) ​ Net Cash Provided By (Used In) ​ ​ Operating ​ Investing ​ Financing ​ Operating ​ Investing ​ Financing ​ Operating ​ Investing ​ Financing ​ Activities Activities Activities Activities Activities Activities Activities Activities Activities ​ ​ (in millions) Holding Company ​ $ (221) ​ $ 616 ​ $ (424) ​ $ (315) ​ $ 282 ​ $ 40 ​ $ (368) ​ $ 507 ​ $ 704 ​ Investment ​ 2,789 ​ — ​ (2,441) ​ 461 ​ — ​ (14) ​ 381 ​ — ​ 74 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 948 ​ (239) ​ (40) ​ 967 ​ (271) ​ (696) ​ 396 ​ (238) ​ (315) ​ Automotive ​ 115 ​ ​ (47) ​ 3 ​ (88) ​ ​ (110) ​ 195 ​ (119) ​ ​ 77 ​ 42 ​ Food Packaging ​ 43 ​ (14) ​ (29) ​ 15 ​ (22) ​ 6 ​ 3 ​ (17) ​ 4 ​ Real Estate ​ 42 ​ (20) ​ (30) ​ 26 ​ (10) ​ (23) ​ 18 ​ (9) ​ 3 ​ Home Fashion ​ — ​ (1) ​ 1 ​ (13) ​ (2) ​ 21 ​ (20) ​ (2) ​ 18 ​ Pharma ​ 20 ​ — ​ (10) ​ ​ 2 ​ — ​ — ​ ​ 6 ​ — ​ — ​ Metals ​ — ​ — ​ — ​ — ​ — ​ — ​ 24 ​ (11) ​ (16) ​ Other operating segments ​ 1,168 ​ (321) ​ (105) ​ 909 ​ (415) ​ (497) ​ 308 ​ (200) ​ (264) ​ Total before eliminations ​ 3,736 ​ 295 ​ (2,970) ​ 1,055 ​ (133) ​ (471) ​ 321 ​ 307 ​ 514 ​ Eliminations ​ — ​ (585) ​ 585 ​ — ​ (127) ​ 127 ​ — ​ 221 ​ (221) ​ Consolidated ​ $ 3,736 ​ $ (290) ​ $ (2,385) ​ $ 1,055 ​ $ (260) ​ $ (344) ​ $ 321 ​ $ 528 ​ $ 293 ​ ​ The discussion of consolidated cash flows below primarily discusses the comparisons between the years ended December 31, 2023 and 2022.
In January 2023, Auto Plus filed a voluntary bankruptcy petition seeking relief under Chapter 11 of the Bankruptcy Code, which we anticipate will reduce the assets and negatively impact the net sales of our Automotive segment in future periods.
In January 2023, Auto Plus filed a voluntary bankruptcy petition seeking relief under Chapter 11 of the Bankruptcy Code, which has reduced our Automotive segment’s assets, reduced the sales of our Automotive segment in the year ended December 31, 2023, and will result in lower net sales from our Automotive segment in future periods.
The following table presents our Energy segment’s net sales, cost of goods sold and gross margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ ​ (in millions) Net sales ​ $ 10,896 ​ $ 7,242 ​ $ 3,930 Cost of goods sold ​ 9,811 ​ 7,069 ​ 4,164 Gross profit ​ $ 1,085 ​ $ 173 ​ $ (234) ​ Net sales for our Energy segment increased by approximately $3.7 billion (50%) for the year ended December 31, 2022 as compared to the comparable prior year period due to an increase in our petroleum business’ net sales, which increased approximately $3.4 billion, as well as an increase in our nitrogen fertilizer business’ net sales, which increased $303 million over the comparable periods.
The following table presents our Energy segment’s net sales, cost of goods sold and gross profit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 ​ ​ (in millions) Net sales ​ $ 9,247 ​ $ 10,896 ​ $ 7,242 Cost of goods sold ​ 8,019 ​ 9,811 ​ 7,069 Gross profit ​ $ 1,228 ​ $ 1,085 ​ $ 173 ​ 38 Table of Contents Net sales for our Energy segment decreased by approximately $1.6 billion (15%) for the year ended December 31, 2023 as compared to the comparable prior year period due to a decrease in our petroleum business’ net sales by approximately $1.5 billion, as well as a decrease in our nitrogen fertilizer business’ net sales by $155 million over the comparable period.
The results of operations of the petroleum business are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into petroleum products, such as gasoline, diesel fuel and jet fuel, that are produced by a refinery (“refined products”).
The petroleum business accounted for approximately 93%, 92% and 93% of our Energy segment’s net sales for the years ended December 31, 2023, 2022 and 2021, respectively. 37 Table of Contents The results of operations of the petroleum business are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into petroleum products, such as gasoline, diesel fuel and jet fuel that are produced by a refinery (“refined products”).
Results of Operations Consolidated Financial Results Our operating businesses comprise consolidated subsidiaries which operate in various industries and are managed on a decentralized basis. In addition to our Investment segment’s revenues from investment transactions, revenues for our continuing operating businesses primarily consist of net sales of various products, services revenue, franchisor operations and leasing of real estate.
In addition to our Investment segment’s revenues from investment transactions, revenues for our operating businesses primarily consist of net sales of various products, services revenue, franchisor operations and leasing of real estate.
The payment of future distributions will be determined by the board of directors quarterly, based upon the factors described above and other factors that it deems relevant at the time that declaration of a distribution is considered. Payments of distributions are subject to certain restrictions, including certain restrictions on our subsidiaries which limit their ability to distribute dividends to us.
The payment of future distributions will be determined by the board of directors quarterly, based upon the factors described above and other factors that it deems relevant at the time that declaration of a distribution is considered.
However, any actions taken by the courts, the EPA or the Biden administration, and/or market conditions could significantly impact the amount by which our Energy segment’s renewable diesel business mitigates our costs to comply with the RFS, if at all.
However, impacts from recent climate change initiatives under the Biden Administration, actions taken by the courts, resulting administration actions under the RFS, and market conditions could significantly impact the amount by which our Energy segment’s renewables business could mitigate our costs to comply with the RFS, if at all.
Our Investment segment’s net income (loss) is driven by the amount of funds allocated to the Investment Funds and the performance of the underlying investments in the Investment Funds. Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by our Holding Company, Mr. Icahn and his affiliates and by Brett Icahn, Mr.
Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by our Holding Company, Mr. Icahn and his affiliates and by Brett Icahn, Mr. Icahn’s son.
Gross margin as a percentage of net sales and other revenue from operations was 26% and 24% for the years ended December 31, 2022 and 2021, respectively. The increase in gross margin was primarily driven by price increases.
Gross profit as a percentage of net sales and other revenue from operations was 29% and 26% for the years ended December 31, 2023 and 2022, respectively.
Cost of goods sold for the year ended December 31, 2022 decreased $2 million (4%) compared to the comparable prior year period due to lower volumes. Gross margin as a percentage of net sales was 27% and 38% for the year ended December 31, 2022 and 2021, respectively.
Cost of goods sold for the year ended December 31, 2023 decreased by $5 million (1%) as compared to the comparable prior year period due to lower absorption of manufacturing costs resulting from lower sales volume. Gross margin as a percentage of net sales was 21% and 17% for the year ended December 31, 2023 and 2022, respectively.
In November 2021, our Energy segment approved a pretreater project at one of its refineries, which is expected to be completed in the third quarter of 2023 at an estimated cost of $95 million. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
In addition, our Energy segment mechanically completed a renewable diesel project at one of its refineries in the fourth quarter of 2023 at a cost of $94 million. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S.
The Investment Funds’ long exposure was 94% (71% long equity and 23% long credit) and its short exposure was 140% (128% short equity and 12% short credit). 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, 2022.
The Investment Funds’ long exposure was 89% (84% long equity and 5% long credit) and its short exposure was 125% (106% short equity, 11% short credit and 8% short commodity). The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at December 31, 2023.
Holding Company Borrowings and Availability ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ (in millions) 6.750% senior unsecured notes due 2024 ​ — ​ 499 4.750% senior unsecured notes due 2024 ​ 1,103 ​ 1,105 6.375% senior unsecured notes due 2025 ​ 749 ​ 748 6.250% senior unsecured notes due 2026 ​ 1,250 ​ 1,250 5.250% senior unsecured notes due 2027 ​ 1,460 ​ 1,461 4.375% senior unsecured notes due 2029 ​ 747 ​ 747 ​ ​ $ 5,309 ​ $ 5,810 ​ Holding Company debt consists of various issues of fixed-rate senior unsecured notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp.
See “Consolidated Cash Flows” below for additional information with respect to our Holding Company liquidity. 42 Table of Contents Holding Company Borrowings and Availability ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 ​ ​ (in millions) 4.750% senior unsecured notes due 2024 ​ — ​ 1,103 6.375% senior unsecured notes due 2025 ​ 749 ​ 749 6.250% senior unsecured notes due 2026 ​ 1,238 ​ 1,250 5.250% senior unsecured notes due 2027 ​ 1,454 ​ 1,460 4.375% senior unsecured notes due 2029 ​ 708 ​ 747 9.750% senior unsecured notes due 2029 ​ 698 ​ — ​ ​ $ 4,847 ​ $ 5,309 ​ Holding Company debt consists of various issues of fixed-rate senior unsecured notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp.
In addition, our subsidiaries are not obligated to make funds available to us and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt agreements and other agreements. 40 Table of Contents As of December 31, 2022, our Holding Company had cash and cash equivalents of $1.7 billion and total debt of approximately $5.3 billion.
In addition, our subsidiaries are not obligated to make funds available to us and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt agreements and other agreements.
With respect to both our long positions that are not notionalized (74% long exposure) and our short positions that are not notionalized (71% short exposure), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value).
Of the Investment Funds’ 125% short exposure, 65% was comprised of the fair value of its short positions and 60% was comprised mostly of short broad market index swap derivative contracts, short credit default swap contracts and short commodity contracts. 45 Table of Contents With respect to both our long positions that are not notionalized (54% long exposure) and our short positions that are not notionalized (65% short exposure), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value).
For 2023, we estimate our consolidated capital expenditures to be approximately $200 million to $225 million for our Energy segment, for both maintenance and growth, including $39 million to $47 million for our Energy segments’ renewable diesel unit capital expenditures, $127 million for our Automotive segment and approximately $59 million in the aggregate for all other segments.
For 2024, we estimate our consolidated capital expenditures to be approximately $226 million to $250 million for our Energy segment, for both maintenance and growth, $73 million for our Automotive segment and approximately $29 million in the aggregate for all other segments.
Automotive Our Automotive segment’s results of operations are generally driven by the demand for automotive service and maintenance and are affected by the relative strength of automotive replacement trends, among other factors. Our Automotive segment has been in the process of a multi-year transformational plan.
Automotive Our Automotive segment’s results of operations are generally driven by the demand for automotive service and maintenance, which is impacted by general economic factors, vehicle miles traveled, and the average age of vehicles on the road, among other factors. Our Automotive segment has been in the process of a multi-year transformation plan.
The decrease was primarily driven by lower costs attributable to lower volumes for the year ended December 31, 2022. Gross profit on net sales and other revenue from operations for the year ended December 31, 2022 increased by $40 million (7%) as compared to the comparable prior year period.
The decrease was primarily driven by decreased Aftermarket Parts sales of $660 million, primarily related to the deconsolidation of Auto Plus. Gross profit on net sales and other revenue from operations for the year ended December 31, 2023 decreased by $131 million (21%) as compared to the comparable prior year period.
As of December 31, 2022, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $4.2 billion. We may redeem our direct investment in the Investment Funds upon notice. See “Investment Segment Liquidity” below for additional information with respect to our Investment segment liquidity.
As of December 31, 2023, our Holding Company had cash and cash equivalents of approximately $1.6 billion and total debt of approximately $4.8 billion. As of December 31, 2023, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $3.2 billion. We may redeem our direct investment in the Investment Funds upon notice.
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 shares during the year ended December 31, 2022, there can be no assurance that any future capital will be available on acceptable terms or at all under this program.
While we were able to sell depositary units during the year ended December 31, 2023 (all of which were completed during the three months ended March 31, 2023), there can be no assurance that any future capital will be available on acceptable terms or at all under this program.
Based on our qualitative annual goodwill impairment analysis for our Automotive segment, we determined it was not more likely than not that the fair value of the Service reporting unit was below its carrying amount and therefore, no impairment is required.
Based on our quantitative annual goodwill impairment analysis for our Automotive segment, we determined that the fair value of our Automotive segment was higher than its carrying value and therefore, no impairment is required. As of December 31, 2023, our Automotive segment had remaining goodwill of $250 million, which is allocated entirely to its reporting unit.
Additionally, as of December 31, 2022, based on covenants in the indentures governing our senior unsecured notes, we are not permitted to incur additional indebtedness; however, we are permitted to issue new notes in connection with debt refinancings of existing notes. 41 Table of Contents Future Debt Service Obligations Interest payments on our Holding Company’s senior unsecured notes will be approximately $287 million for 2023, $272 million for 2024, $235 million for 2025, $138 million for 2026 and an aggregate of $97 million for 2026 through 2029.
Additionally, as of December 31, 2023, based on covenants in the 43 Table of Contents indentures governing our senior unsecured notes, we are not permitted to incur additional indebtedness; however, we are permitted to issue new notes in connection with debt refinancings of existing notes.

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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 changeOur significant market risks are primarily associated with equity prices, commodity prices, interest rates and foreign currency exchange rates as discussed below. 51 Table of Contents Equity Price Risk Our predominant exposure to equity price risk is related to our Investment segment and the sensitivities to movements in the fair value of the Investment Funds’ investments.
Biggest changeEquity Price Risk Our predominant exposure to equity price risk is related to our Investment segment and the sensitivities to movements in the fair value of the Investment Funds’ investments. The fair value of the financial assets and liabilities of the Investment Funds primarily fluctuates in response to changes in the value of securities.
Our Energy segment’s petroleum business uses a crude oil purchasing intermediary, Vitol, to purchase the majority of its non-gathered crude oil inventory for the refineries, which allows it to take title to and price its crude oil at locations in close proximity to the refineries, as opposed to the crude oil origination point, reducing its risk associated with volatile commodity prices by shortening the commodity conversion cycle time.
Our Energy segment’s petroleum business uses a crude oil purchasing intermediary to purchase the majority of its non-gathered crude oil inventory for the refineries, which allows it to take title to and price its crude oil at locations in close proximity to the refineries, as opposed to the crude oil origination point, reducing its risk associated with volatile commodity prices by shortening the commodity conversion cycle time.
Commodity Price Risk CVR Energy, as a manufacturer of refined petroleum products, and CVR Partners, as a manufacturer of nitrogen fertilizer products, all of which are commodities, have exposure to market pricing for products sold in the future.
Commodity Price Risk CVR Energy, as a manufacturer of refined petroleum and renewable products, and CVR Partners, as a manufacturer of nitrogen fertilizer products, all of which are commodities, have exposure to market pricing for products sold in the future.
With regard to its hedging activities, CVR Energy may enter into, or has entered into, derivative instruments which serve to: lock in or fix a percentage of the anticipated or planned gross margin in future periods when the derivative market offers commodity spreads that generate positive cash flows; hedge the value of inventories in excess of minimum required inventories; and manage existing derivative positions related to a change in anticipated operations and market conditions.
With regard to its hedging activities, CVR 56 Table of Contents Energy may enter into, or has entered into, derivative instruments which serve to: lock in or fix a percentage of the anticipated or planned gross margin in future periods when the derivative market offers commodity spreads that generate positive cash flows; hedge the value of inventories in excess of minimum required inventories; and manage existing derivative positions related to a change in anticipated operations and market conditions.
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.
Compliance Program Price Risk As a producer of transportation fuels from petroleum, our Energy segment’s obligated-party subsidiaries are required to blend biofuels into the transportation fuels they produce or to purchase RINs in the open market in lieu of 57 Table of Contents blending to meet the mandates established by the EPA, unless such blending obligations are waived by the EPA.
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 17, “Commitments and Contingencies,” to the consolidated financial statements for further discussion about compliance with the Renewable Fuel Standards. 53 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. ​ ​ 58 Table of Contents
Interest Rate Risk Our predominant exposure to interest rate risk is related to our operating subsidiaries. Our operating subsidiaries have variable rate debt with a principal amount outstanding aggregating $172 million as of December 31, 2022, primarily at our Food Packaging segment.
Interest Rate Risk Our predominant exposure to interest rate risk is related to our operating subsidiaries. Our operating subsidiaries have variable rate debt with a principal amount outstanding aggregating $141 million as of December 31, 2023, primarily at our Food Packaging segment.
However, as of December 31, 2022, 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 46% in the Investment Funds, and the non-controlling interests in income would correspondingly offset approximately 54% of the change in fair value.
However, as of December 31, 2023, we estimate that the impact to our share of the net gain (loss) from investment activities reported in our consolidated statements of operations would be less than the change in fair value since we have an investment of approximately 60% in the Investment Funds, and the non-controlling interests in income would correspondingly offset approximately 40% of the change in fair value.
Based on their respective balances as of December 31, 2022, 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 $672 million, $650 million and $968 million, respectively.
Based on their respective balances as of December 31, 2023, we estimate that in the event of a 10% adverse change in the fair value of these investments, the fair values of securities owned, securities sold, not yet purchased and derivatives, based on the price impact on notional value, would decrease by approximately $290 million, $347 million and $673 million, respectively.
Dollars are primarily in our Food Packaging segment. 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.
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.
As of December 31, 2021, 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 $895 million, $534 million and $1.2 billion, respectively and as of December 31, 2021, our investment in the Investment Funds was 45%.
As of December 31, 2022, we estimated that in the event of a 10% adverse change in the fair value of these investments, the fair values of securities owned, securities sold, not yet purchased and derivatives, based on the price impact on notional value, would decrease by approximately $672 million, $650 million and $968 million, respectively and as of December 31, 2022, our investment in the Investment Funds was 46%.
Viskase recorded translation losses in accumulated other comprehensive loss of $4 million and $5 million for the years ended December 31, 2022 and 2021, respectively, and recorded translation (losses) gains in earnings of $(3) million and $(14) million for the years ended December 31, 2022 and 2021, respectively.
Viskase recorded a translation gain of $5 million and a loss of $4 million in accumulated other comprehensive loss for the years ended December 31, 2023 and 2022, respectively, and recorded translation losses in earnings of $3 million for each of the years ended December 31, 2023 and 2022.
Certain risk metrics and other analytical tools are used in the normal course of business by the Investment segment. The Investment Funds hold investments that are reported at fair value as of the reporting date, which include securities owned, securities sold, not yet purchased and derivatives as reported in our consolidated balance sheets.
The Investment Funds hold investments that are reported at fair value as of the reporting date, which include securities owned, securities sold, not yet purchased and derivatives as reported in our consolidated balance sheets.
Foreign Currency Exchange Rate Risk Certain of our subsidiaries operate in foreign jurisdictions and we transact business in foreign currencies. 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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Our consolidated balance sheets include substantial amounts of assets and liabilities whose fair values are subject to market risks.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Our consolidated balance sheets include substantial amounts of assets and liabilities whose fair values are subject to market risks. Our significant market risks are primarily associated with equity prices, commodity prices, interest rates and foreign currency exchange rates as discussed below.
The Investment Funds’ risk is regularly evaluated and is managed on a position basis as well as on a portfolio basis. Senior members of our investment team meet on a regular basis to assess and review certain risks, including concentration risk, correlation risk and credit risk for significant positions.
Senior members of our investment team meet on a regular basis to assess and review certain risks, including concentration risk, correlation risk and credit risk for significant positions. Certain risk metrics and other analytical tools are used in the normal course of business by the Investment segment.
The fair value of the financial assets and liabilities of the Investment Funds primarily fluctuates in response to changes in the value of securities. The net effect of these fair value changes impacts the net gains from investment activities in our consolidated statements of operations.
The net effect of these fair value changes impacts the net gains from investment activities in our consolidated statements of operations. The Investment Funds’ risk is regularly evaluated and is managed on a position basis as well as on a portfolio basis.
A 1.0% increase in interest rates would increase interest expense by approximately $2 million on an annualized basis, thus decreasing net income by the same amount. 52 Table of Contents Additionally, as of December 31, 2022, our operating segments have additional borrowing availability subject to variable interest rates aggregating $305 million, which if outstanding, would increase our operating segments’ exposure to changes in interest rates.
A 1.0% increase in interest rates would increase interest expense by approximately $1 million on an annualized basis, thus decreasing net income by the same amount.
Added
Additionally, as of December 31, 2023, our operating segments have additional borrowing availability subject to variable interest rates aggregating $321 million, which if outstanding, would increase our operating segments’ exposure to changes in interest rates. Foreign Currency Exchange Rate Risk Certain of our subsidiaries operate in foreign jurisdictions and we transact business in foreign currencies.

Other IEP 10-K year-over-year comparisons