# Icahn Enterprises L.P.: Form 10-Q for the period ended Sep 30, 2023

- Company: [Icahn Enterprises L.P.](/companies/iep.md) (CIK 813762)
- Form: 10-Q
- Filed: 2023-11-03
- Accepted by EDGAR: Nov 3, 2023, 16:47 ET
- Period: 2023-09-30
- Accession: 0001558370-23-017606
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/813762/000155837023017606/tmb-20230930x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/813762/000155837023017606/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-07-01 to 2023-09-30 | $2.99bn | us-gaap:Revenues |
| Revenue | 9 months, 2023-01-01 to 2023-09-30 | $8.17bn | us-gaap:Revenues |
| Selling, general and administrative | 3 months, 2023-07-01 to 2023-09-30 | $209.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2023-01-01 to 2023-09-30 | $653.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Interest expense | 3 months, 2023-07-01 to 2023-09-30 | $148.0m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2023-01-01 to 2023-09-30 | $426.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2023-07-01 to 2023-09-30 | $96.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2023-01-01 to 2023-09-30 | $82.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-07-01 to 2023-09-30 | −$6.0m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2023-01-01 to 2023-09-30 | −$545.0m | us-gaap:NetIncomeLoss |
| Operating cash flow | 9 months, 2023-01-01 to 2023-09-30 | $3.62bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2023-07-01 to 2023-09-30 | $70.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Capital expenditure | 9 months, 2023-01-01 to 2023-09-30 | $201.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2023-09-30 | $2.89bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2023-09-30 | $21.76bn | us-gaap:Assets |
| Total liabilities | at 2023-09-30 | $15.13bn | us-gaap:Liabilities |

## Management's discussion and analysis

As filed, 67,421 characters.

*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 unaudited condensed consolidated financial statements and the accompanying notes contained in this Quarterly Report on Form 10-Q for the period ended September 30, 2023 (this “Report”), as well as our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on February 24, 2023.*

### Executive Overview

### Introduction

Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987 and headquartered in Sunny Isles Beach, Florida. We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma. We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises (unless otherwise noted), and investment activity and expenses associated with our Holding Company. References to “we,” “our,” “us” or “the Company” herein include Icahn Enterprises and its subsidiaries, unless the context otherwise requires.

Icahn Enterprises owns a 99% limited partner interest in Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”). Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), which is indirectly owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of September 30, 2023, representing an aggregate 1.99% general partner interest in Icahn Enterprises and Icahn Enterprises Holdings. Mr. Icahn and his affiliates owned approximately 85% of Icahn Enterprises’ outstanding depositary units as of September 30, 2023.

### Significant Transactions and Developments

On January 31, 2023, a subsidiary of Icahn Automotive Group LLC (“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”) seeking relief under Chapter 11 of Title 11 of the United States Code. As a result of this filing, the Company has determined that it no longer controls Auto Plus under the criteria set out in Statement of Financial Accounting Standards ASC Topic 810, “Consolidation” and has deconsolidated its investment effective the date of the filing. As a result of Auto Plus’s bankruptcy, the Company recorded a non-cash charge of $246 million in the nine months ended September 30, 2023. We estimated our cash to be collected for the repayment of the note receivable to be $59 million at September 30, 2023, resulting in a write-off of $127 million during the nine months ended September 30, 2023.

### Results of Operations

### Consolidated Financial Results

Our operating businesses comprise consolidated subsidiaries which operate in various industries and are managed on a decentralized basis. In addition to our Investment segment’s revenues from investment transactions, revenues for our operating businesses primarily consist of net sales of various products, services revenue, franchisor operations and leasing of real estate. Due to the structure and nature of our business, we primarily discuss the results of operations by individual reporting segment in order to better understand our consolidated operating performance. In addition to the summarized financial results below, refer to Note 14, “Segment Reporting,” to the condensed consolidated financial statements for a reconciliation of each of our reporting segment’s results of continuing operations to our consolidated results.

The war between Israel and Hamas, which began in October 2023, has the potential for broader regional conflict in the Middle East and, along with the ongoing Russian/Ukraine conflict, can significantly impact the global oil, fertilizer, and agriculture markets. Such conflicts pose significant geopolitical risks to global markets, raise concerns of major implications, such as enforcement of sanctions, can contribute to further oil inventory tightening and price volatility, and can disrupt the production and trade of fertilizer, grains, and feedstock supply through several means, including trade restrictions and supply chain disruptions. The ultimate outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways.

The comparability of our summarized consolidated financial results presented below is affected primarily by (i) the performance of the Investment Funds (as defined below), (ii) the results of operations of our Energy segment, impacted by the demand and pricing for its products and (iii) the deconsolidation of Auto Plus within our Automotive segment. Refer to our respective segment discussions and “Other Consolidated Results of Operations,” below for further discussion.

*(in millions)*

| ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ Revenues Three Months Ended September 30, 2023 | ​ ​ | ​ ​ ​ ​ 2022 | ​ ​ ​ ​ | ​ ​ ​ ​ Net Income (Loss) Three Months Ended September 30, 2023 | ​ ​ | ​ ​ ​ ​ 2022 | ​ ​ ​ ​ | ​ ​ Net Income (Loss) Attributable to Icahn Enterprises Three Months Ended September 30, 2023 | ​ | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Investment | ​ | $(245) | ​ | $(137) | ​ | $(297) | ​ | $(181) | ​ | $(166) | ​ | $(81) |
| Holding Company | ​ | 24 | ​ | 8 | ​ | (91) | ​ | (66) | ​ | (91) | ​ | (66) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Other Operating Segments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Energy | ​ | 2,535 | ​ | 2,704 | ​ | 342 | ​ | 68 | ​ | 235 | ​ | 60 |
| Automotive | ​ | 448 | ​ | 627 | ​ | 7 | ​ | (21) | ​ | 7 | ​ | (21) |
| Food Packaging | ​ | 103 | ​ | 105 | ​ | — | ​ | (3) | ​ | — | ​ | (3) |
| Real Estate | ​ | 51 | ​ | 33 | ​ | 10 | ​ | 4 | ​ | 10 | ​ | 4 |
| Home Fashion | ​ | 47 | ​ | 50 | ​ | (1) | ​ | (9) | ​ | (1) | ​ | (9) |
| Pharma | ​ | 26 | ​ | 14 | ​ | — | ​ | (7) | ​ | — | ​ | (7) |
| Metals | ​ | ​ — | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — |
| Other operating segments | ​ | 3,210 | ​ | 3,533 | ​ | 358 | ​ | 32 | ​ | 251 | ​ | 24 |
| Consolidated | ​ | $2,989 | ​ | $3,404 | ​ | $(30) | ​ | $(215) | ​ | $(6) | ​ | $(123) |

*(in millions)*

| ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ Revenues Nine Months Ended September 30, 2023 | ​ ​ | ​ ​ ​ ​ 2022 | ​ ​ ​ ​ | ​ ​ ​ ​ Net Income (Loss) Nine Months Ended September 30, 2023 | ​ ​ | ​ ​ ​ ​ 2022 | ​ ​ ​ ​ | ​ ​ Net Income (Loss) Attributable to Icahn Enterprises Nine Months Ended September 30, 2023 | ​ | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Investment | ​ | $(956) | ​ | $364 | ​ | $(1,107) | ​ | $221 | ​ | $(552) | ​ | $115 |
| Holding Company | ​ | 71 | ​ | 60 | ​ | (462) | ​ | (193) | ​ | (462) | ​ | (193) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Other Operating Segments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Energy | ​ | 7,077 | ​ | 8,137 | ​ | 745 | ​ | 436 | ​ | 453 | ​ | 231 |
| Automotive | ​ | 1,333 | ​ | 1,813 | ​ | (2) | ​ | (64) | ​ | (2) | ​ | (64) |
| Food Packaging | ​ | 332 | ​ | 311 | ​ | 12 | ​ | — | ​ | 11 | ​ | — |
| Real Estate | ​ | 108 | ​ | 91 | ​ | 13 | ​ | 8 | ​ | 13 | ​ | 8 |
| Home Fashion | ​ | 133 | ​ | 174 | ​ | (2) | ​ | (10) | ​ | (2) | ​ | (10) |
| Pharma | ​ | 72 | ​ | 50 | ​ | (4) | ​ | (15) | ​ | (4) | ​ | (15) |
| Metals | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — |
| Other operating segments | ​ | 9,055 | ​ | 10,576 | ​ | 762 | ​ | 355 | ​ | 469 | ​ | 150 |
| Consolidated | ​ | $8,170 | ​ | $11,000 | ​ | $(807) | ​ | $383 | ​ | $(545) | ​ | $72 |

### Investment

We invest our proprietary capital through various private investment funds (“Investment Funds”). As of September 30, 2023 and December 31, 2022, we had investments with a fair market value of approximately $3.6 billion and $4.2 billion, respectively, in the Investment Funds. As of September 30, 2023 and December 31, 2022, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $2.3 billion and $4.9 billion, respectively. During the nine months ended September 30, 2023, Mr. Icahn and his affiliates (excluding us and Brett Icahn) redeemed $2,022 million from the Investment Funds.

Our Investment segment’s results of operations are reflected in net income in the condensed consolidated statements of operations. Our Investment segment’s net income (loss) is driven by the amount of funds allocated to the Investment Funds and the performance of the underlying investments in the Investment Funds. Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by our Holding Company, Mr. Icahn and his affiliates and by Brett Icahn, Mr. Icahn’s son. Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future. Changes in general market conditions coupled with changes in exposure to short and long positions have significant impact on our Investment segment’s results of operations and the comparability of results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends. Refer to the “Investment Segment Liquidity” section of our “Liquidity and Capital Resources” discussion for additional information regarding our Investment segment’s exposure as of September 30, 2023.

For the three months ended September 30, 2023 and 2022, our Investment Funds’ returns were (4.4)% and (1.9)%, respectively. For the nine months ended September 30, 2023 and 2022, our Investment Funds’ returns were (13.3)% and 2.4%, respectively. Our Investment Funds’ returns represent a weighted-average composite of the average returns, net of expenses.

The following table sets forth the performance attribution for the Investment Funds’ returns.

| ​ ​ ​ ​ ​ | ​ ​ Three Months Ended September 30, 2023 | ​ ​ ​ 2022 ​ | ​ ​ ​ ​ Nine Months Ended September 30, 2023 | ​ ​ ​ 2022 |
| --- | ---: | ---: | ---: | ---: |
| Long positions | (2.0)% | (4.9)% | (3.8)% | (8.6)% |
| Short positions | (3.4)% | 2.7% | (12.3)% | 10.9% |
| Other | 1.0% | 0.3% | 2.8% | 0.1% |
| ​ | (4.4)% | (1.9)% | (13.3)% | 2.4% |

The following table presents net income (loss) for our Investment segment for the three and nine months ended September 30, 2023 and 2022, respectively.

*(in millions)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended September 30, 2023 | ​ | ​ ​ 2022 | ​ ​ | ​ ​ Nine Months Ended September 30, 2023 | ​ | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Long positions | ​ | $(125) | ​ | $(431) | ​ | $(315) | ​ | $(720) |
| Short positions | ​ | (240) | ​ | 226 | ​ | (1,002) | ​ | 938 |
| Other | ​ | 68 | ​ | 24 | ​ | 210 | ​ | 3 |
| ​ | ​ | $(297) | ​ | $(181) | ​ | $(1,107) | ​ | $221 |

#### Three Months Ended September 30, 2023 and 2022

For the three months ended September 30, 2023, the Investment Funds’ negative performance was primarily driven by net losses in short positions. The negative performance of our Investment segment’s short positions was driven primarily by losses from several energy sector investments totaling $401 million and the negative performance of certain credit default swap positions of $102 million, offset in part by gains from a broad market hedge of $179 million and the aggregate performance of short equity and credit positions with net gains across various sectors of $158 million. The negative performance of our Investment segment’s long positions was driven primarily by losses from one healthcare sector investment of $115 million and two utility sector investments of $95 million, offset in part by gains on one energy sector investment of $98 million.

For the three months ended September 30, 2022, the Investment Funds’ negative performance was primarily driven by net losses in long positions and credit default swaps, offset in part by other net gains in short positions. The negative performance of our Investment segment’s long positions was driven primarily by losses from a consumer, cyclical sector investment of $163 million and a utility sector investment of $133 million as well as the aggregate performance of long positions with net losses across various sectors. The negative performance of our Investment segment’s long positions was offset in part by gains from two energy sector investments aggregating $196 million. The positive performance of our Investment segment’s short positions was driven primarily by the positive performance of broad market hedges of $398 million offset in part by the negative performance of certain credit default swap positions totaling $298 million.

#### Nine Months Ended September 30, 2023 and 2022

For the nine months ended September 30, 2023, the Investment Funds’ negative performance was primarily driven by net losses in short and long positions. The negative performance of our Investment segment’s short positions was driven primarily by losses from a broad market hedge of $439 million, and several energy segment investments of $226 million as well as the aggregate performance of short equity positions with net losses across various sectors of $239 million. The negative performance of our Investment segment’s long positions was driven primarily by the negative performance of one healthcare sector investment of $163 million and one material sector investment of $145 million as well as the aggregate performance of investments with net losses across various sectors.

For the nine months ended September 30, 2022, the Investment Funds’ positive performance was primarily driven by net gains in their short positions, offset in part by net losses in certain long positions and credit default swaps. The positive performance of our Investment segment’s short positions was driven primarily by a broad market hedge totaling $1.4 billion and the aggregate performance of short positions with net gains across various sectors. The negative performance of our Investment segment’s long positions was driven primarily by the negative performance of one healthcare investment of approximately $1.2 billion and the aggregate performance of investments with net losses across various sectors accounted for additional negative performance, offset in part by gains in two energy sector investments aggregating approximately $2.0 billion. The positive performance of short positions was offset in part by the negative performance of an energy sector hedge totaling $407 million and the negative performance of certain credit default swap positions of $704 million.

### Energy

Our Energy segment is primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 92% and 92% of our Energy segment’s net sales for the nine months ended September 30, 2023 and 2022, respectively.

The results of operations of the petroleum business are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into petroleum products, such as gasoline, diesel fuel and jet fuel that are produced by a refinery (“refined products”). The cost to acquire crude oil and other feedstocks and the price for which refined products are ultimately sold depend on factors beyond our Energy segment’s control, including the supply of and demand for crude oil, as well as gasoline and other refined products. This supply and demand depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and the extent of government regulation. 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. The effect of changes in crude oil prices on the petroleum business’ results of operations is influenced by the rate at which the prices of refined products adjust to reflect these changes.

In addition to recent market conditions, such as the war between Israel and Hamas and the impact of the Russia/Ukraine conflict, there are long-term factors that may impact the demand for refined products. These factors include mandated renewable fuels standards, proposed climate change laws and regulations, and increased mileage and emissions standards for vehicles. The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which 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 price of RINs has been extremely volatile and the future cost of RINs for the petroleum business is difficult to estimate. Additionally, the cost of RINs is dependent upon a variety of factors, which include the availability of RINs for purchase, the price at which RINs can be purchased, transportation fuel production levels, the mix of the petroleum business’ petroleum products, as well as the fuel blending performed at its refineries and downstream terminals, all of which can vary significantly from period to period. Refer to Note 18, “Commitments and Contingencies,” to the condensed consolidated financial statements for further discussion of RINs.

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. 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. Our Energy segment has additional plans to add pretreating capabilities for the RDU, which is expected to be completed in the fourth quarter of 2023, at an estimated cost of $94 million. These collective renewable efforts could reduce our Energy segment’s RFS exposure. 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.

*(in millions)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended September 30, 2023 | ​ | ​ ​ 2022 | ​ ​ | ​ ​ Nine Months Ended September 30, 2023 | ​ | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Net sales | ​ | $2,522 | ​ | $2,699 | ​ | $7,045 | ​ | $8,216 |
| Cost of goods sold | ​ | 2,048 | ​ | 2,569 | ​ | 5,964 | ​ | 7,407 |
| Gross margin | ​ | $474 | ​ | $130 | ​ | $1,081 | ​ | $809 |

#### Three Months Ended September 30, 2023 and 2022

Net sales for our Energy segment decreased by $177 million (7%) for the three months ended September 30, 2023 as compared to the comparable prior year period partially due to a decrease in our petroleum business’ net sales, which decreased $151 million. The decrease in the petroleum business’ net sales was due to a decrease in refined product prices primarily due to lower crude oil prices as the onset of the Russia/Ukraine war disrupted global energy markets in the prior period coupled with recession concerns and slowing demand trends in the current period. The decrease in the Energy segment’s net sales was also partially due to a decline of our nitrogen fertilizer business’ net sales of $26 million, primarily due to a decrease in urea ammonium nitrate (“UAN”) and ammonia pricing conditions primarily due to lower natural gas prices and deferred fertilizer demand at the retail level, offset in part by increased sales volume, which was primarily attributable to increased production at both fertilizer facilities due to operating reliability after the planned turnarounds in the third quarter of 2022.

Cost of goods sold for our Energy segment decreased by $521 million (20%) for the three months ended September 30, 2023 as compared to the comparable prior year period. The decrease was primarily due to our petroleum business as a result of a decrease in net sales due to lower crude oil prices, lower costs to comply with the RFS of $8 million, excluding revaluation expense variance of $211 million driven by a decline in RIN prices coupled with an increase in RINs generated by ethanol and biodiesel blending for the three months ended September 30, 2023 compared to the prior period. Gross margin for our Energy segment increased by $344 million for the three months ended September 30, 2023 as compared to the comparable prior year period. Gross margin as a percentage of net sales was 19% and 5% for the three months ended September 30, 2023 and 2022, respectively. The increase in gross margin as a percentage of net sales was primarily attributable to the petroleum business, which was primarily due to lower RFS costs and favorable inventory valuations within the petroleum business.

#### Nine Months Ended September 30, 2023 and 2022

Net sales for our Energy segment decreased by $1,171 million (14%) for the nine months ended September 30, 2023 as compared to the comparable prior year period partially due to a decrease in our petroleum business’ net sales, which decreased $1,088 million, as well as a decrease in our nitrogen fertilizer business’ net sales, which decreased $83 million over the comparable periods. The decrease in the petroleum business’ net sales was due to a decrease in refined product prices primarily due to lower crude oil prices as the onset of the Russia/Ukraine war disrupted global energy markets in the prior period and recession concerns and slowing demand trends in the current period. The decrease in the Energy segment’s net sales was also partially due to a decline of our nitrogen fertilizer business’ net sales of $83 million, primarily due to a decrease in UAN and ammonia pricing conditions, offset in part by increased sales volumes, which was primarily attributable to increased production at both fertilizer facilities due to operating reliability after the planned turnarounds in the third quarter of 2022.

Cost of goods sold for our Energy segment decreased by $1,443 million (19%) for the nine months ended September 30, 2023 as compared to the comparable prior year period. The decrease was primarily due to our petroleum business as a result of a decrease in net sales due to lower crude oil prices and a favorable RINs liability revaluation of $336 million driven by a decline in RIN prices and an increase in RINs generated from ethanol and biodiesel blending, offset in part by a higher renewable volume obligation. Gross margin for our Energy segment increased by $272 million for the nine months ended September 30, 2023 as compared to the comparable prior year period. Gross margin as a percentage of net sales was 15% and 10% for the nine months ended September 30, 2023 and 2022, respectively. The increase was primarily attributable to the petroleum business, which was primarily due to lower crack spreads and a favorable RINs liability revaluation.

### Automotive

Our Automotive segment’s results of operations are generally driven by the demand for automotive service and maintenance, which is impacted by general economic factors, vehicle miles traveled, and the average age of vehicles on the road, among other factors.

Our Automotive segment has been in the process of a multi-year transformation plan. As part of this plan, during the year ended December 31, 2022, our Automotive segment completed the separation of certain of its Automotive Services and Aftermarket Parts businesses into two separate operating companies. 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 nine months ended September 30, 2023, and will result in lower net sales from our Automotive segment in future periods. Our results of operations for the nine months ended September 30, 2023 include the results of Auto Plus prior to its January 31, 2023 bankruptcy petition.

Our Automotive segment’s results include AEP PLC LLC (“AEP PLC”), which acquired $10 million in assets, mainly comprised of Aftermarket Parts inventory from the Auto Plus auction.

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 tire 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;
- 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.

The following table presents our Automotive segment’s operating revenue, cost of revenue and gross margin. 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 condensed consolidated statements of operations, however, the sales of any installed parts or materials related to Automotive Services are included in net sales. Rental revenues and related expenses for properties leased to third parties, which are included in other revenues from operations and related expenses which are included in other expenses in our condensed consolidated statements of operations, are excluded from the table below. Therefore, we discuss the combined results of our Automotive net sales and Automotive Services labor revenues below.

*(in millions)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended September 30, 2023 | ​ | ​ ​ 2022 | ​ ​ | ​ ​ Nine Months Ended September 30, 2023 | ​ | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Net sales and other revenues from operations | ​ | $430 | ​ | $612 | ​ | $1,283 | ​ | $1,774 |
| Cost of goods sold and other expenses from operations | ​ | 298 | ​ | 429 | ​ | 901 | ​ | 1,221 |
| Gross margin | ​ | $132 | ​ | $183 | ​ | $382 | ​ | $553 |

#### Three Months Ended September 30, 2023 and 2022

Net sales and other revenues from operations for our Automotive segment for the three months ended September 30, 2023 decreased by $182 million (30%) as compared to the comparable prior year period. The decrease was primarily attributable to a decrease in Aftermarket Parts sales of $178 million (88%) due to the deconsolidation of Auto Plus as of January 31, 2023. The decrease in the Automotive segment’s net sales was also partially due to a decrease in Automotive Services revenue of $4 million (1%), mainly due to lower car counts primarily from closed stores.

Cost of goods sold and other expenses from operations for the three months ended September 30, 2023 decreased by $131 million (31%) as compared to the comparable prior year period. The decrease was primarily driven by decreased Aftermarket Parts sales related to the deconsolidation of Auto Plus. Gross margin on net sales and other revenue from operations for the three months ended September 30, 2023 decreased from the comparable prior year period. Gross margin as a percentage of net sales and other revenue from operations was 31% and 30% for the three months ended September 30, 2023 and 2022, respectively.

#### Nine Months Ended September 30, 2023 and 2022

Net sales and other revenues from operations for our Automotive segment for the nine months ended September 30, 2023 decreased by $491 million (28%) as compared to the comparable prior year period. The decrease was primarily attributable to a decrease in Aftermarket Parts sales of $502 million (81%), primarily related due to the deconsolidation of Auto Plus as of January 31, 2023. Partially offsetting this decrease was an increase in Automotive Services revenue of $11 million (1%), mainly due to pricing actions in late 2022 that saw benefit through 2023, offset in part by lower car counts primarily from closed stores.

Cost of goods sold and other expenses from operations for the nine months ended September 30, 2023 decreased by $320 million (26%) as compared to the comparable prior year period. The decrease was primarily driven by decreased Aftermarket Parts sales of $502 million, primarily related to the deconsolidation of Auto Plus. Gross margin on net sales and other revenue from operations for the nine months ended September 30, 2023 decreased from the comparable prior year period. Gross margin as a percentage of net sales and other revenue from operations was 30% and 31% for the nine months ended September 30, 2023 and 2022, respectively.

### Food Packaging

Our Food Packaging segment’s results of operations are primarily driven by the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry and derives a majority of its total net sales from customers located outside the United States.

#### Three Months Ended September 30, 2023 and 2022

Net sales for the three months ended September 30, 2023 decreased $6 million (5%) as compared to the comparable prior year period. The decrease was primarily due to lower volumes of $16 million offset in part by an increase of $9 million in price and product mix and an increase of $1 million due to the favorable effects of foreign exchange rates.

Cost of goods sold for the three months ended September 30, 2023 decreased $9 million (10%) compared to the comparable prior year period primarily due to effects of lower volume and improved distribution costs offset by higher purchase price variance and manufacturing variances. Gross margin as a percentage of net sales was 21% and 17% for the three months ended September 30, 2023 and 2022, respectively.

#### Nine Months Ended September 30, 2023 and 2022

Net sales for the nine months ended September 30, 2023 increased $18 million (6%) as compared to the comparable prior year period. The increase was primarily due to an increase of $37 million in price and product mix, offset in part by $19 million of lower volumes. Cost of goods sold for the nine months ended September 30, 2023 increased by $1 million (0%) as compared to the comparable prior year period primarily due to the effects of higher manufacturing variances offset by lower distribution costs and volumes. Gross margin as a percentage of net sales was 22% and 18% for the nine months ended September 30, 2023 and 2022, respectively.

### Real Estate

Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to corporate tenants, the development and sale of single-family homes, and the operations of a resort and a country club. Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations. Results from operations at investment properties and our country club are included in other revenues from operations in our consolidated statements of operations. Revenue from our real estate operations for each of the three months ended September 30, 2023 and 2022 were primarily derived from the sale of residential units and rental operations.

#### Three Months Ended September 30, 2023 and 2022

Net sales for the three months ended September 30, 2023 increased by $15 million (107%) as compared to the comparable prior year period primarily due to the sale of an investment property of $17 million during the three months ended September 30, 2023. Cost of goods sold for the three months ended September 30, 2023 increased $11 million (122%) compared to the prior year period primarily due to the sale of an investment property which had a cost basis of $11 million. Gross margin as a percentage of net sales was 31% and 36% for the three months ended September 30, 2023 and 2022, respectively.

Other revenues from operations for the three months ended September 30, 2023 increased by $3 million (16%) as compared to the comparable prior year period primarily due to increased occupancy and hotel rates at our resort and increased membership fees at our country club. Other expenses from operations for the three months ended September 30, 2023 increased $1 million (6%) compared to the prior year period.

#### Nine Months Ended September 30, 2023 and 2022

Net sales for the nine months ended September 30, 2023 increased by $1 million (2%) as compared to the comparable prior year period. Cost of goods sold for the nine months ended September 30, 2023 increased $3 million (10%) compared to the prior year period. Gross margin as a percentage of net sales was 31% and 35% for the nine months ended September 30, 2023 and 2022, respectively.

Other revenues from operations for the nine months ended September 30, 2023 increased by $15 million (35%) as compared to the comparable prior year period primarily due to a lease termination of $5 million on an investment property and increased related party leases of $3 million during the nine months ended September 30, 2023. Other expenses from operations for the nine months ended September 30, 2023 increased $7 million (17%) compared to the prior year period primarily due to higher expenses related to a lease default that occurred at an investment property in the nine months ended September 30, 2023.

### Home Fashion

Our Home Fashion segment is significantly influenced by the overall economic environment, including consumer spending, at the retail level, for home textile products.

#### Three Months Ended September 30, 2023 and 2022

Net sales for the three months ended September 30, 2023 decreased by $3 million (6%) as compared to the comparable prior year period mostly due to normalized demand for our hospitality business in 2023 compared to a post pandemic related increase in demand in 2022 and a one-time textile award for the 2022 FIFA World Cup. Retail sales decreased as the soft home category has slowed, retailers have trimmed inventory and some retail customers have filed for bankruptcy. Cost of goods sold for the three months ended September 30, 2023 decreased by $5 million (12%) compared to the comparable prior year period mostly due to lower hospitality and retail sales along with lower material and freight costs. Gross margin as a percentage of net sales was 20% and 14% for the three months ended September 30, 2023 and 2022, respectively.

#### Nine Months Ended September 30, 2023 and 2022

Net sales for the nine months ended September 30, 2023 decreased by $41 million (24%) as compared to the comparable prior year period mostly due to normalized demand for our hospitality business in 2023 compared to a post pandemic related increase in demand in 2022 and a one-time textile award for the 2022 FIFA World Cup. Retail sales decreased as the soft home category has slowed, retailers have trimmed inventory and some retail customers have filed for bankruptcy. Cost of goods sold for the nine months ended September 30, 2023 decreased by $40 million (28%) compared to the comparable prior year period mostly due to lower hospitality and retail sales along with lower material and freight costs. Gross margin as a percentage of net sales was 21% and 17% for the nine months ended September 30, 2023 and 2022, respectively.

### Pharma

Our Pharma segment derives revenues primarily from the sale of its products directly to customers, wholesalers and pharmacies.

#### Three Months Ended September 30, 2023 and 2022

Net sales for the three months ended September 30, 2023 increased by $12 million (92%) as compared to the comparable prior year period primarily due to higher prescription growth resulting in increased sales. Cost of goods sold for the three months ended September 30, 2023 increased $4 million (36%) compared to the comparable prior year period due to increased sales. Gross margin as a percentage of net sales was 40% and 15% for the three months ended September 30, 2023 and 2022, respectively.

#### Nine Months Ended September 30, 2023 and 2022

Net sales for the nine months ended September 30, 2023 increased by $22 million (48%) as compared to the comparable prior year period primarily due to higher prescription growth resulting in increased sales. Cost of goods sold for the nine months ended September 30, 2023 increased $6 million (17%) compared to the prior year period due to increased sales. Gross margin as a percentage of net sales was 40% and 24% for the nine months ended September 30, 2023 and 2022, respectively.

### Holding Company

Our Holding Company’s results of operations primarily reflect the loss on deconsolidation of one of its subsidiaries, credit loss on its related party note receivable, and net and interest expense on its senior unsecured notes for each of the three and nine months ended September 30, 2023 and 2022.

### Other Consolidated Results of Operations

### Loss on deconsolidation of subsidiary

As discussed in Note 3, “Subsidiary Bankruptcy and Deconsolidation”, to the consolidated financial statements, we deconsolidated Auto Plus effective as of January 31, 2023, resulting in a pretax loss on deconsolidation of subsidiary of $246 million during the nine months ended September 30, 2023.

### Credit loss on related party note receivable

Our credit loss on related party note receivable of $139 million for the nine months ended September 30, 2023 relates to the note receivable expected to be uncollectible.

### Selling, General and Administrative

#### Three Months Ended September 30, 2023 and 2022

Our consolidated selling, general and administrative costs during the three months ended September 30, 2023 decreased by $96 million (31%) as compared to the comparable prior year period primarily due to lower expenses of our Automotive segment mainly related to the deconsolidation of Auto Plus.

#### Nine Months Ended September 30, 2023 and 2022

Our consolidated selling, general and administrative costs during the nine months ended September 30, 2023 decreased by $268 million (29%) as compared to the comparable prior year period primarily due to lower expenses of our Automotive segment mainly related to the deconsolidation of Auto Plus.

### Interest Expense

#### Three Months Ended September 30, 2023 and 2022

Our consolidated interest expense during the three months ended September 30, 2023 increased by $9 million (6%) as compared to the comparable prior year period. The increase was primarily due to higher interest expense for our Investment segment of $7 million due to higher rates on broker balances and increased short corporate bond exposure.

#### Nine Months Ended September 30, 2023 and 2022

Our consolidated interest expense during the nine months ended September 30, 2023 increased by $2 million (0%) as compared to the comparable prior year period. The increase was primarily due to our Investment segment of $5 million mainly due to higher rates on broker balances and increased short corporate bond exposure, offset in part by lower interest expense for our Holding Company.

### Income Tax Expense

Certain of our subsidiaries are partnerships not subject to taxation in our condensed consolidated financial statements and certain other subsidiaries are corporations, or subsidiaries of corporations, subject to taxation in our condensed consolidated financial statements. Therefore, our consolidated effective tax rate generally differs from the statutory federal tax rate. Refer to Note 15, “Income Taxes,” to the condensed consolidated financial statements for a discussion of income taxes.

### Liquidity and Capital Resources

### Holding Company Liquidity

We are a holding company. Our cash flow and our ability to meet our debt service obligations and make distributions with respect to depositary units depends on the cash flow resulting from divestitures, equity offerings and debt financings, interest income, returns on our interests in the Investment Funds and the payment of funds to us by our subsidiaries in the form of loans, dividends and distributions. We may pursue various means to raise cash from our subsidiaries. To date, such means include receipt of dividends and distributions from subsidiaries, obtaining loans or other financings based on the asset values of subsidiaries or selling debt or equity securities of subsidiaries through capital market transactions. To the degree any distributions and transfers are impaired or prohibited, our ability to make payments on our debt or distributions on our depositary units could be limited. The operating results of our subsidiaries may not be sufficient for them to make distributions to us. 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.

As of September 30, 2023, our Holding Company had cash and cash equivalents of approximately $1.8 billion and total debt of approximately $5.3 billion. As of September 30, 2023, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $3.6 billion. We may redeem our direct investment in the Investment Funds upon notice. See “Investment Segment Liquidity” below for additional information with respect to our Investment segment liquidity. See “Consolidated Cash Flows” below for additional information with respect to our Holding Company liquidity.

#### Holding Company Borrowings and Availability

*(in millions)*

| ​ ​ ​ ​ | ​ ​ September 30, 2023 | ​ ​ | ​ ​ December 31, 2022 |
| --- | ---: | --- | ---: |
| 4.750% senior unsecured notes due 2024 | $1,102 | ​ | $1,103 |
| 6.375% senior unsecured notes due 2025 | 749 | ​ | 749 |
| 6.250% senior unsecured notes due 2026 | 1,250 | ​ | 1,250 |
| 5.250% senior unsecured notes due 2027 | 1,460 | ​ | 1,460 |
| 4.375% senior unsecured notes due 2029 | 747 | ​ | 747 |
| ​ | $5,308 | ​ | $5,309 |

Holding Company debt consists of various issues of fixed-rate senior unsecured notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. (together the “Issuers”) and guaranteed by Icahn Enterprises Holdings (the “Guarantor”). Interest on each tranche of senior unsecured notes is payable semi-annually.

Each of our senior unsecured notes and the related guarantees are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness. Each of our senior unsecured notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness. Each of our senior unsecured notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.

The indentures governing our senior unsecured notes described above restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior unsecured notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions. In addition, the indentures require that on each quarterly determination date, Icahn Enterprises and the guarantor of the notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein. The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates. Additionally, the 4.750% senior unsecured notes due 2024, the 6.375% senior unsecured notes due 2025 and the 6.250% senior unsecured notes 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.

As of September 30, 2023 and December 31, 2022, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of September 30, 2023, 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.

#### At-The-Market Offerings

During the nine months ended September 30, 2023, Icahn Enterprises sold 3,395,353 depositary units pursuant to its Open Market Sale Agreement, resulting in gross proceeds of $175 million. 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. No assurance can be made that any or all amounts will be sold during the term of the agreement, and we have no obligation to sell additional depositary units under the Open Market Sale Agreement. Depending on market conditions, we may continue to sell depositary units under the Open Market Sale Agreement, and, if appropriate, enter into a new Open Market Sale Agreement to continue our “at-the-market” sales program once we have sold the full amount of our existing Open Market Sale Agreement. Our ability to access remaining capital under our “at-the-market” program may be limited by market conditions at the time of any future potential sale. While we were able to sell depositary units during the nine months ended September 30, 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.

#### LP Unit Distributions

During the nine months ended September 30, 2023, Icahn Enterprises declared three quarterly dividends aggregating $5.00 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units. In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $190 million during the nine months ended September 30, 2023.

On November 1, 2023, 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 December 27, 2023 to depositary unitholders of record at the close of business on November 17, 2023. Depositary unitholders will have until December 15, 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 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 December 22, 2023. Icahn Enterprises will make a cash payment in lieu of issuing fractional depositary units to any unitholders electing to receive (or who are deemed to have elected to receive) depositary units.

#### Repurchase Authorization

On May 9, 2023, the Board of Directors of Icahn Enterprises GP, the Company’s General Partner, approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $500 million worth of any of our outstanding fixed-rate senior unsecured notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and up to an aggregate of $500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”). The repurchases of senior notes or depositary units may be done for cash from time to time in the open market, through tender offers or in privately negotiated transactions upon such terms and at such prices as management may determine. The authorization of the Repurchase Program is for an indefinite term and does not expire until later terminated by the Board of Directors of Icahn Enterprises GP. As of September 30, 2023, the Company has not repurchased any of the Company’s depositary units or senior notes under the Repurchase Program.

#### Partial Sale of Interests in Consolidated Subsidiaries

During the third quarter of 2023, we decreased our ownership in CVR Energy through the sale of common stock resulting in proceeds of $158 million and as of September 30, 2023, we owned approximately 66% of the total outstanding common stock of CVR Energy, compared to 71% as of June 30, 2023.

#### Captive Insurance Program

On May 1, 2023, we established a captive insurance program to supplement the insurance coverage of the officers, directors, employees and agents of the Company, its subsidiaries and our general partner, in addition to our newly established commercial insurance program. As a result, our cash available to our Holding Company decreased by $100 million as these assets were transferred to restricted cash. If and when the captive insurance program is cancelled, previously restricted funds will be released and returned to the Holding Company.

### Investment Segment Liquidity

In addition to investments by us and Mr. Icahn, the Investment Funds historically have access to significant amounts of cash available from prime brokerage lines of credit, subject to customary terms and market conditions.

Additionally, our Investment segment liquidity is driven by the investment activities and performance of the Investment Funds. As of September 30, 2023, the Investment Funds had a net short notional exposure of 41%. The Investment Funds’ long exposure was 88% (84% long equity and 4% long credit) and its short exposure was 128% (108% short equity, 11% short credit and 9% 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 September 30, 2023.

Of the Investment Funds’ 88% long exposure, 53% was comprised of the fair value of its long positions and 35% was comprised mostly of single name equity forward and swap contracts. Of the Investment Funds’ 128% short exposure, 63% was comprised of the fair value of its short positions (with certain adjustments) and 65% was comprised mostly of short broad market index swap derivative contracts and short credit default swap contracts.

With respect to both our long positions that are not notionalized (53% long exposure) and our short positions that are not notionalized (63% short exposure), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value). Changes in exposure as a result of purchases and sales as well as adverse changes in market value would also have an effect on funds available to us pursuant to prime brokerage lines of credit.

With respect to the notional value of our other short positions (65% short exposure), our liquidity would decrease by the balance sheet unrealized loss if we were to close the positions at quarter end prices. This would be offset by a release of restricted cash balances collateralizing these positions as well as an increase in funds available to us pursuant to certain prime brokerage lines of credit. If we were to increase our short exposure by adding to these short positions, we would be required to provide cash collateral equal to a small percentage of the initial notional value at counterparties that require cash as collateral and then post additional collateral equal to 100% of the mark to market on adverse changes in fair value. For our counterparties who do not require cash collateral, funds available from lines of credit would decrease.

During the second quarter, our bearish view on the market shifted which has impacted and may continue to impact our net short position accordingly, which can be offset by exiting certain long positions and market performance.

#### Investment Funds Redemption

During the nine months ended September 30, 2023, Mr. Icahn and his affiliates (excluding us and Brett Icahn) redeemed $2,022 million from his personal interests in the Investment Funds included in the Investment segment. As of September 30, 2023 and December 31, 2022, the total fair market value of investments in the Investment Funds owned by the Company was approximately $3.6 billion and $4.2 billion, respectively, representing approximately 60% and 46% of the Investment Funds’ assets under management as of each respective date.

### Other Segment Liquidity

#### Segment Cash and Cash Equivalents

Segment cash and cash equivalents (excluding our Investment segment) consists of the following:

*(in millions)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ September 30, 2023 | ​ ​ | ​ ​ December 31, 2022 |
| --- | --- | ---: | --- | ---: |
| Energy | ​ | $889 | ​ | $510 |
| Automotive | ​ | 100 | ​ | 32 |
| Food Packaging | ​ | 11 | ​ | 9 |
| Real Estate | ​ | 35 | ​ | 26 |
| Home Fashion | ​ | 4 | ​ | 5 |
| Pharma | ​ | 17 | ​ | 16 |
| ​ | ​ | $1,056 | ​ | $598 |

#### Segment Borrowings and Availability

Segment debt consists of the following:

*(in millions)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ September 30, 2023 | ​ ​ | ​ ​ December 31, 2022 |
| --- | --- | ---: | --- | ---: |
| Energy | ​ | $1,590 | ​ | $1,591 |
| Automotive | ​ | 24 | ​ | 21 |
| Food Packaging | ​ | 142 | ​ | 162 |
| Real Estate | ​ | 1 | ​ | 1 |
| Home Fashion | ​ | 10 | ​ | 12 |
| ​ | ​ | $1,767 | ​ | $1,787 |

Refer to our Annual Report on Form 10-K for the year ended December 31, 2022 for information concerning terms, restrictions and covenants pertaining to our subsidiaries’ debt. As of September 30, 2023, all of our subsidiaries were in compliance with all debt covenants.

Our segments have additional borrowing availability under certain revolving credit facilities as summarized below:

*(in millions)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ September 30, 2023 |
| --- | --- | ---: |
| Energy | ​ | $299 |
| Food Packaging |  | ​ 30 |
| ​ | ​ | $329 |

The above outstanding debt and borrowing availability with respect to each of our continuing operating segments reflects third-party obligations.

#### Subsidiary Stock Repurchase Program

On May 6, 2020, the Board of Directors of CVR Partners’ general partner approved a unit repurchase program which would enable it to repurchase up to $10 million of its common units from time to time through open market transactions, block trades, privately negotiated transactions or otherwise in accordance with applicable securities laws. On February 22, 2021, the Board of Directors of CVR Partners authorized an additional $10 million under the unit repurchase program. During the nine months ended September 30, 2023, CVR Partners did not repurchase any common units. During the nine months ended September 30, 2022, CVR Partners repurchased 111,695 common units on the open market at a cost of $12 million. As of September 30, 2023, CVR Partners has a nominal amount remaining under its unit repurchase program.

On October 23, 2019, the Board of Directors of CVR Energy authorized a stock repurchase program, which would have enabled it to repurchase up to $300 million of its common stock. As of September 30, 2023, CVR Energy did not repurchase any common stock, and such program expired, in accordance with its terms, on October 22, 2023.

### Consolidated Cash Flows

Our consolidated cash flows are composed of the activities within our Holding Company, Investment segment and other operating segments. Our Holding Company’s cash flows are generally driven by cash flows resulting from our subsidiaries loans, dividends, distributions and contributions, as well as divestitures and acquisitions, equity offerings and debt financings, interest income and expense. Our Investment segment’s cash flows are primarily driven by investment transactions, which are included in net cash flows from operating activities due to the nature of its business, as well as contributions to and distributions from Mr. Icahn and his affiliates (including Icahn Enterprises and Icahn Enterprises Holdings) and Brett Icahn, which are included in net cash flows from financing activities. Our other operating segments’ cash flows are driven by the activities and performance of each business as well as transactions with our Holding Company, as discussed below.

The following table summarizes cash flow information for Icahn Enterprises’ reporting segments and our Holding Company:

*(in millions)*

| ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2023 Net Cash Provided By (Used In) Operating Activities | ​ ​ | ​ ​ Investing Activities | ​ ​ | ​ ​ Financing Activities | ​ ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2022 Net Cash Provided By (Used In) Operating Activities | ​ ​ | ​ ​ Investing Activities | ​ ​ | ​ ​ Financing Activities |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Holding Company | ​ | $(139) | ​ | $346 | ​ | $(9) | ​ | $(225) | ​ | $285 | ​ | $(102) |
| Investment | ​ | 2,606 | ​ | — | ​ | (2,033) | ​ | 2,692 | ​ | — | ​ | (14) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Other Operating Segments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Energy | ​ | 984 | ​ | (181) | ​ | (424) | ​ | 868 | ​ | (217) | ​ | (543) |
| Automotive | ​ | 97 | ​ | ​ (33) | ​ | 3 | ​ | (14) | ​ | ​ (84) | ​ | 124 |
| Food Packaging | ​ | 31 | ​ | (9) | ​ | (20) | ​ | (1) | ​ | (13) | ​ | 7 |
| Real Estate | ​ | 33 | ​ | 2 | ​ | (28) | ​ | 25 | ​ | (8) | ​ | (22) |
| Home Fashion | ​ | (2) | ​ | (1) | ​ | 2 | ​ | (11) | ​ | (2) | ​ | 15 |
| Pharma | ​ | 11 | ​ | — | ​ | (10) | ​ | 6 | ​ | — | ​ | — |
| Other operating segments | ​ | 1,154 | ​ | (222) | ​ | (477) | ​ | 873 | ​ | (324) | ​ | (419) |
| Total before eliminations | ​ | 3,621 | ​ | 124 | ​ | (2,519) | ​ | 3,340 | ​ | (39) | ​ | (535) |
| Eliminations | ​ | — | ​ | (205) | ​ | 205 | ​ | — | ​ | (132) | ​ | 132 |
| Consolidated | ​ | $3,621 | ​ | $(81) | ​ | $(2,314) | ​ | $3,340 | ​ | $(171) | ​ | $(403) |

#### Eliminations

Eliminations in the table above relate to certain of our Holding Company’s transactions with our Investment and other operating segments. Our Holding Company’s net (investments in) distributions from the Investments Funds, when applicable, are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our Investment segment. Similarly, our Holding Company’s net distributions from (investments in) our other operating segments are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our other operating segments.

#### Holding Company

| ​ ​ ​ ​ Operating Activities: | ​ ​ ​ ​ | ​ ​ ​ Nine Months Ended September 30, 2023 ​ ​ ​ | ​ ​ | ​ ​ 2022 ​ ​ ​ |
| --- | --- | ---: | --- | ---: |
| Cash payments for interest on senior unsecured notes | ​ | $(186) | ​ | $(205) |
| Interest and dividend income | ​ | 68 | ​ | 13 |
| Net cash receipts for income taxes, net of payments | ​ | (3) | ​ | (3) |
| Operating costs and other | ​ | (18) | ​ | (30) |
| ​ | ​ | $(139) | ​ | $(225) |
| **Investing Activities:** | ​ |  | ​ |  |
| Proceeds from partial sale of interests in consolidated subsidiaries | ​ | $158 | ​ | $— |
| Dividends and distributions from operating segments | ​ | 216 | ​ | 265 |
| Contributions to operating segments | ​ | ​ (9) | ​ | ​ (133) |
| Partnership net debt transactions | ​ | ​ (19) | ​ | ​ — |
| Proceeds from sale of investments | ​ | ​ — | ​ | ​ 153 |
| ​ | ​ | $346 | ​ | $285 |
| **Financing Activities:** | ​ |  | ​ |  |
| Partnership contributions | ​ | $182 | ​ | $560 |
| Partnership distributions | ​ | (191) | ​ | (162) |
| Repayments of Holding Company senior unsecured notes | ​ | — | ​ | (500) |
| ​ | ​ | $(9) | ​ | $(102) |
| Increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents | ​ | $198 | ​ | $(42) |

The decrease in interest payments for the nine months ended September 30, 2023, over the comparable period is primarily due to the redemption of $500 million of senior unsecured notes in February 2022.

Proceeds from the partial sale of interests in consolidated subsidiaries and sale of investments includes the proceeds from equity investments.

Dividends and distributions from operating segments may include dividends and distributions paid to the Holding Company and are eliminated in consolidation.

Contributions to operating segments are eliminated in consolidation.

Partnership net debt transactions includes proceeds and payments that are eliminated in consolidation.

Partnership contributions represent sales in connection with our “at-the-market” offerings pursuant to our Open Market Sale Agreements entered into May 2019, as discussed above.

Partnership distributions represent cash paid to depositary unitholders in connection with our regularly quarterly distributions.

Net debt transactions include the redemption of our $500 million aggregate principal amount of 6.750% senior unsecured notes due 2024.

#### Borrowings

Over the next twelve months, our Holding Company has $1,102 million of debt maturing on our 4.750% senior unsecured notes due September 2024 and callable at par on June 15, 2024. We are currently in compliance with our debt covenants and have the ability to refinance at any time. As part of our ongoing evaluation, we are considering various strategies, such as refinancing or redeeming the notes. Interest rates have increased in recent periods, and there is no guarantee we will be able to refinance the notes on the same or favorable terms.

#### Subsidiary Dividends

During the nine months ended September 30, 2023, we received $178 million in dividends from our Energy segment. Subsequent to September 30, 2023, our Energy segment declared a cash dividend of $0.50 per share and a special dividend of $1.50 per share, which is payable November 20, 2023 to shareholders of record as of November 13, 2023. Our portion of the dividends will include approximately $133 million in cash.

#### Investment Segment

Our Investment segment’s cash flows from operating activities for the comparable periods were attributable to its net investment transactions.

Our Investment segment’s cash flows used in financing activities for the nine months ended September 30, 2023 was mainly attributable to redemptions paid to Mr. Icahn and his affiliates (excluding us and Brett Icahn) of $2,022 million. Our Investment segment’s cash flows used in financing activities for the nine months ended September 30, 2022 was mainly attributable to Brett Icahn’s net redemptions to the Investment Funds of $14 million.

#### Other Operating Segments

Our other operating segments’ cash flows from operating activities included net cash flows from operating activities before changes in operating assets and liabilities of $1,182 million and $719 million for the nine months ended September 30, 2023 and 2022, respectively, primarily due to the results of our Energy segment during both periods. The change in cash flows from operating activities for the nine months ended September 30, 2023 as compared to the comparable prior year was primarily due to an increase in the operating results of our Energy segment primarily associated with decreased expenses resulting from lower crude oil prices and favorable RINs liability revaluation expense in 2023.

Our other operating segments’ cash flows from investing activities were primarily due to capital expenditures and turnaround expenditures in our Energy segment of $203 million in 2023 compared to $219 million in 2022 and capital expenditures within our Automotive segment of $38 million in 2023 compared to $85 million in 2022.

Our other operating segments’ cash flows from financing activities were primarily due to our Energy segment. For the nine months ended September 30, 2023, our Energy segment paid a distribution to noncontrolling interests of $241 million, compared to $218 million paid in the nine months ended September 30, 2022. In addition, for the nine months ended September 30, 2022, our Energy segment redeemed senior notes of $65 million.

### Consolidated Capital Expenditures

There have been no material changes to our planned capital expenditures as compared to the estimated capital expenditures for 2023 reported in our Annual Report on Form 10-K for the year ended December 31, 2022.

### Critical Accounting Estimates

The critical accounting estimates used in the preparation of our condensed consolidated financial statements that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this Report are described in Management’s Discussion and Analysis of Financial

Condition and Results of Operations and in the Notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

### Recently Issued Accounting Standards

Refer to Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” to the condensed consolidated financial statements for a discussion of recent accounting pronouncements applicable to us.

## Market risk

As filed, 2,039 characters.

Except as discussed below, information about our quantitative and qualitative disclosures about market risk did not differ materially from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

### Market Risk

Our predominant exposure to market risk is related to our Investment segment and the sensitivities to movements in the fair value of the Investment Funds’ investments.

#### Investment

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 condensed 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. 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 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 on our condensed consolidated balance sheets. Based on their respective balances as of September 30, 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 would be negatively impacted by approximately $318 million, $380 million and $760 million, respectively. However, as of September 30, 2023, we estimate that the impact to our share of the net gain (loss) from investment activities reported in our condensed consolidated statement of operations would be less than the change in fair value since we have an interest of approximately 60% in the Investment Funds.

## Controls and procedures

As filed, 1,335 characters.

As of September 30, 2023, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Icahn Enterprises’ and subsidiaries’ disclosure controls and procedures pursuant to the Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

### Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 19,329 characters.

Other than as set forth below, there were no material changes to our risk factors during the three months ended September 30, 2023 as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, 2022.

***Our general partner, and its control person, has significant influence over us, and sales by our controlling unitholder pursuant to a margin call or otherwise could cause our unit price or the value of our assets in the Investment Funds to decline or otherwise impact our liquidity.***

Mr. 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 September 30, 2023, and, as a result, has the ability to influence many aspects of our operations and affairs.

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. 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. 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. 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. Icahn from time to time has had and currently has borrowings from lenders and has pledged assets he owns personally, directly or through his affiliates, to secure these loans, which pledged assets include Icahn Enterprises depositary units and interests in the Investment Funds. The number of depositary units and the amount of interests in the Investment Funds owned personally by Mr. Icahn, directly or through his affiliates, pledged to secure these loans has been substantial and has fluctuated over time as a result of the amount of outstanding principal amount of the loans, the market price of the depositary units, the value of the Investment Fund interests, and other factors. As of September 30, 2023, Mr. Icahn and his affiliates have pledged 335,617,140 depositary units and approximately $1.4 billion of interests in the Investment Funds. Neither Icahn Enterprises nor any of its subsidiaries are party to these loans. Mr. Icahn amended and restated his loan agreements in July of 2023 (as amended and restated, the “Loan Agreement”), extending the maturity of certain of the previous loans, amending certain covenants, and providing for a principal payment of $500 million that was made prior to September 1, 2023, quarterly principal payments of $87.5 million beginning in September 2024, and a final principal payment of $2.5 billion at the end of the term. The terms of the Loan Agreement require that distributions paid upon, or proceeds from sales of, pledged depositary units be used to prepay the loans or be pledged as additional collateral. Pursuant to the terms of the Loan Agreement, a margin call may only be triggered in the event that the loan-to-value ratio set forth in the Loan Agreement is not maintained.

Unlike the previous loan agreements, for purposes of the loan-to-value ratio set forth in the Loan Agreement, the value of the pledged depositary units will be calculated based upon the Company’s indicative net asset value rather than the market price of the depositary units. Only a significant decline in the Company’s indicative net asset value, or the value of the interests in the Investment Funds, could result in margin calls. Declines in the trading price of the Company’s depositary units will no longer require Mr. Icahn to deposit additional funds or securities with the lenders or suffer foreclosure on or a forced sale of Mr. Icahn’s depositary units or other assets. While we are confident in our investment strategy and ability to continue to grow our investment portfolio through a refocused activist strategy, and in the effectiveness of our hedges, which are designed to avoid fluctuations in the value of our portfolio, successful execution of our activist investment activities and other aspects of our business involves many risks, some of which are out of our control.

Mr. Icahn may sell depositary units or make withdrawals from the Investment Funds in order to satisfy payment obligations under the Loan Agreements. Mr. Icahn has made withdrawals from the Investment Funds in recent months, and may make additional withdrawals, in order to repay a portion of his loans and for other purposes. In the event Mr. Icahn makes withdrawal requests from the Investment Funds, the Investment Funds may satisfy such withdrawal requests with cash or cash equivalents on hand, proceeds from sales of assets held by the Investment Funds or capital contributions from the Company, which could adversely affect the value of the assets held by the Investment Funds as well as the liquidity available to the Company.

The affirmative vote of unitholders holding more than 75% of the total number of all depositary units then outstanding, including depositary units held by Icahn Enterprises GP and its affiliates, is required to remove Icahn Enterprises GP as the general partner of Icahn Enterprises. Mr. Icahn, through affiliates, holds approximately 85% of Icahn Enterprises’ outstanding depositary units. If sales of depositary units held by Mr. Icahn and his affiliates, as a result of a margin call, foreclosure, changes in tax laws, changes to his estate, or otherwise, were to cause Mr. Icahn and his affiliates to no longer hold at least 25% of the outstanding depositary units, Icahn Enterprises GP could potentially be removed as the general partner of Icahn Enterprises without Mr. Icahn’s consent.

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 or his estate is not selling, or has no plans to sell, depositary units.

***We have become subject to, and may in the future be subject to, short selling strategies driving down the market price of our depositary units and increasing the volatility of the trading market for our depositary units, as well as regulatory investigations and litigation.***

On May 2, 2023, a firm published a report making allegations about the Company in an attempt to drive down the market price of our depositary units, and the price of our depositary units declined significantly after the publication of this report and the market for our depositary units has been highly volatile since the publication of the report. Short selling is the practice of selling securities that the seller does not own but may have borrowed with the intention of buying identical securities back at a later date. The short seller hopes to profit from a decline in the value of the securities between the time the securities are borrowed and the time they are replaced. As it is in the short seller’s best interests for the price of the securities to decline, many short sellers (sometime known as “disclosed shorts”) publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects to create negative market momentum. Although traditionally these disclosed shorts were limited in their ability to access mainstream business media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and publication by weblog have allowed many disclosed shorts to publicly attack a company’s credibility, strategy and veracity by means of so-called “research reports” that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts. These short attacks have, in the past, led to selling of securities in the market. Further, these short seller publications are not regulated by any governmental, self-regulatory organization or other official authority in the U.S. and they are not subject to certification requirements imposed by the SEC. Companies that are subject to unfavorable allegations, even if untrue, may have to expend a significant amount of resources to investigate such allegations and/or defend themselves, including securityholder suits against the company that may be prompted by such allegations, and we have already expended significant resources and management time in response to the short seller report. As further described below, as a result of the recent short seller report, we have become the subject of suits and government inquiries prompted by the allegations made by the short seller, and future short seller reports could prompt additional lawsuits or investigations.

Since the publication of the short seller report in May of 2023, we have received two, and may receive additional, putative securities class action lawsuits. The two putative securities class action lawsuits were filed in the U.S. District Court for the Southern District of Florida, *Okaro v. Icahn Enterprises L.P. et al.*, Case No. 23-21773 (S.D. Fl.), and *Levine v. Icahn Enterprises L.P. et al.*, Case No. 23-22009 (S.D. Fl.). These lawsuits have been consolidated but a lead plaintiff has not been appointed. A derivative complaint has also been filed in the U.S. District Court for the Southern District of Florida, naming the Company’s general partner, its directors, and certain current and former officers as defendants, and the Company as a nominal defendant, *Patrick Pickney v. Icahn Enterprises G.P. Inc. Case No. 1:23-cv-22932-KMW* (S.D. Fl.). In addition, we have received demands for inspection of our books and records from plaintiffs purporting to be record holders of our depositary units. We have also received requests for information from the staff of the Division of Enforcement of the SEC and the U.S. Attorney’s office for the Southern District of New York, relating to, among other things, our corporate governance, capitalization, securities offerings, the sufficiency of our disclosure, including with respect to Mr. Icahn’s loans and pledges of depositary units and other assets, dividends, the valuation of our assets, marketing materials, due diligence and other materials. See Item 1 of Part II, “Legal Proceedings,” of this Report. We can provide no assurance as to the outcome or resolution of any pending or potential legal or administrative actions or investigations, and such actions and investigations may result in administrative orders against us, the imposition of penalties and/or fines against us and/or the imposition of sanctions against certain of the Company's current or former officers, directors and/or employees. Resolution of these types of matters can be prolonged and costly, and the ultimate results or judgments are uncertain due to the inherent uncertainty in the outcomes of litigation and other proceedings. However, as we have stated, we believe that we maintain a strong compliance program and, while no assurances can be made, and we are still evaluating these matters, we do not currently believe that these inquiries and litigations will have a material impact on our business, financial condition, results of operations or cash flows.

***We may become taxable as a corporation if we are no longer treated as a partnership for U.S. federal income tax purposes.***

We believe that we have been and are properly treated as a partnership for U.S. federal income tax purposes. This allows us to pass through our income and deductions to our partners. However, the Internal Revenue Service (“IRS”) could challenge our partnership status and we could fail to qualify as a partnership for past years as well as future years.

Qualification as a partnership involves the application of highly technical and complex provisions of the Internal Revenue Code, as amended. For example, a publicly traded partnership is generally taxable as a corporation unless 90% or more of its gross income is “qualifying” income, which includes interest, dividends, oil and gas revenues, real property rents, gains from the sale or other disposition of real property, gain from the sale or other disposition of capital assets held for the production of interest or dividends, and certain other items. We believe that in all prior years of our existence at least 90% of our gross income was “qualifying” income and we intend to structure our business in a manner such that at least 90% of our gross income will constitute “qualifying” income this year and in the future. However, there can be no assurance that such structuring will be effective in all events to avoid the receipt of more than 10% of non-qualifying income. The Board of Directors of our General Partner has approved the repurchase by the Company of up to $500 million of our outstanding senior notes, and if any such debt is repurchased at a discount, we may recognize cancellation of indebtedness (“COD”) income, which, in some circumstances, may not be considered “qualifying” income. If less than 90% of our gross income constitutes “qualifying” income, we may be subject to corporate tax on our net income plus possible state taxes. Further, if less than 90% of our gross income constituted “qualifying” income for past years, we may be subject to corporate level tax plus interest and possibly penalties. In addition, if we become required to register under the Investment Company Act, it is likely that we would be treated as a corporation for U.S. federal income tax purposes. The cost of paying federal and possibly state income tax, either for past years or going forward could be a significant liability and would reduce our funds available to make distributions to holders of units, and to make interest and principal payments on our debt securities. To meet the “qualifying” income test, we may structure transactions in a manner which is less advantageous than if this were not a consideration, or we may avoid otherwise economically desirable transactions.

***Our subsidiaries’ competitors may be larger and have greater financial resources and operational capabilities than our subsidiaries do, which may require them or us to invest significant additional capital in order to effectively compete. Our investments, or our subsidiaries’ investments, may not achieve desired results and may become impaired.***

Our operating subsidiaries face competitive pressures within markets in which they operate. We manage our subsidiaries with the objective of growing their value over time by, among other means, investing in and strengthening our subsidiaries’ competitive advantages. Many factors, including availability of financial resources, supply chain capabilities and local market changes, may limit our ability to strengthen our subsidiaries’ competitive advantages. In addition, competitors may be significantly larger than our subsidiaries are and may have greater financial resources and operational capabilities. Accordingly, our subsidiaries may require significant additional resources, which may not be available to them through internally generated cash flows, and a decline in these businesses could result in an impairment charge. With respect to our Automotive segment, we have invested significant resources in various initiatives to remain competitive and stimulate growth. Despite these efforts, in January 2023, Auto Plus filed the Chapter 11 Cases in Bankruptcy Court. As a result of this filing, the Company has determined that it no longer controls Auto Plus and has deconsolidated its investment in Auto Plus effective as of January 31, 2023 resulting in a non-cash charge of $246 million recorded in the nine months ended September 30, 2023 and determined that our remaining equity investment in Auto Plus is now worth $0. Such events have had and continue to have a negative impact on the results of operations and balance sheet of our Automotive segment. In addition, we will continue to consider strategic alternatives in our automotive Aftermarket Parts business to maximize value. If we are unable to implement these initiatives efficiently and effectively, or if these initiatives are unsuccessful, our consolidated financial condition, results of operations and cash flows could be adversely affected.

***Future cash distributions to Icahn Enterprises’ unitholders, if any, can be affected by numerous factors.***

While we made cash distributions to Icahn Enterprises’ unitholders in each of the four quarters of 2022 and the first three 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. For our quarterly distribution declared on November 1, 2023, we have continued to provide an option for unitholders to receive a distribution in either depositary units or cash; however, similar to the quarterly distribution declared on August 4, 2023, for this distribution, unitholders will receive a distribution of $1.00 per unit payable in depositary units and/or cash at the election of the unitholder.

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. Mr. Icahn and his affiliates own approximately 85% of our outstanding depositary units, and he has generally elected to take his quarterly distribution in units instead of cash. We anticipate that Mr. Icahn will elect to take his distributions in a mix of cash and units with respect to future distributions, which could further reduce the ability of the Company to maintain its current or historical cash distribution amounts. The availability of cash flow in the future depends as well upon events and circumstances outside our control, including prevailing economic and industry conditions and financial, business and similar factors. No assurance can be given that we will be able to make distributions or as to the timing of any distribution. Even if distributions are made, there can be no assurance that holders of depositary units will not be required to recognize taxable income in excess of cash distributions made in respect of the period in which a distribution is made.

Filed Nov 3, 2023.
Source: SEC EDGAR, the filing index for accession 0001558370-23-017606. Last ingested by Listed: Nov 5, 2026, 11:14 ET. No prices; not investment advice.