# Icahn Enterprises L.P.: Form 10-Q for the period ended Mar 31, 2024

- Company: [Icahn Enterprises L.P.](/companies/iep.md) (CIK 813762)
- Form: 10-Q
- Filed: 2024-05-08
- Accepted by EDGAR: May 8, 2024, 17:19 ET
- Period: 2024-03-31
- Accession: 0001558370-24-007379
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/813762/000155837024007379/tmb-20240331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/813762/000155837024007379/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-01-01 to 2024-03-31 | $2.47bn | us-gaap:Revenues |
| Selling, general and administrative | 3 months, 2024-01-01 to 2024-03-31 | $193.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Interest expense | 3 months, 2024-01-01 to 2024-03-31 | $136.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-01-01 to 2024-03-31 | $7.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | −$38.0m | us-gaap:NetIncomeLoss |
| Operating cash flow | 3 months, 2024-01-01 to 2024-03-31 | −$251.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-01-01 to 2024-03-31 | $68.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-03-31 | $2.47bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2024-03-31 | $20.06bn | us-gaap:Assets |
| Total liabilities | at 2024-03-31 | $14.44bn | us-gaap:Liabilities |

## Management's discussion and analysis

As filed, 54,296 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 March 31, 2024 (this “Report”), as well as our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on February 29, 2024.*

### 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 March 31, 2024 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 March 31, 2024.

### Recent Developments

As previously disclosed, we are considering, with CVR Energy, Inc. (“CVI"), our majority owned subsidiary in our Energy segment, potential strategic transactions available to CVI and its subsidiaries, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by CVI or its subsidiaries, including strategic options involving CVR Partners, LP, a controlled subsidiary of CVI. There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing.

### 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 conflict in the Middle East and 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 March 31, 2024 | ​ ​ | ​ ​ ​ ​ 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ Net Income (Loss) Three Months Ended March 31, 2024 | ​ ​ | ​ ​ ​ ​ 2023 | ​ ​ ​ ​ | ​ ​ Net Income (Loss) Attributable to Icahn Enterprises Three Months Ended March 31, 2024 | ​ | ​ ​ 2023 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Investment | ​ | $9 | ​ | $(299) | ​ | $(40) | ​ | $(375) | ​ | $(23) | ​ | $(171) |
| Holding Company | ​ | 24 | ​ | 22 | ​ | (55) | ​ | (218) | ​ | (55) | ​ | (218) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Other Operating Segments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Energy | ​ | 1,875 | ​ | 2,291 | ​ | 78 | ​ | 247 | ​ | 49 | ​ | 132 |
| Automotive | ​ | 380 | ​ | 457 | ​ | (9) | ​ | (13) | ​ | (9) | ​ | (13) |
| Food Packaging | ​ | 101 | ​ | 118 | ​ | 2 | ​ | 7 | ​ | 2 | ​ | 6 |
| Real Estate | ​ | 18 | ​ | 23 | ​ | (2) | ​ | — | ​ | (2) | ​ | — |
| Home Fashion | ​ | 36 | ​ | 40 | ​ | (1) | ​ | (2) | ​ | (1) | ​ | (2) |
| Pharma | ​ | 25 | ​ | 21 | ​ | 1 | ​ | (4) | ​ | 1 | ​ | (4) |
| Metals | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — |
| Other operating segments | ​ | 2,435 | ​ | 2,950 | ​ | 69 | ​ | 235 | ​ | 40 | ​ | 119 |
| Consolidated | ​ | $2,468 | ​ | $2,673 | ​ | $(26) | ​ | $(358) | ​ | $(38) | ​ | $(270) |

### Investment

We invest our proprietary capital through various private investment funds (“Investment Funds”). As of March 31, 2024 and December 31, 2023, we had investments with a fair market value of approximately $3.2 billion in the Investment Funds. As of March 31, 2024 and December 31, 2023, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $2.1 billion and $2.1 billion, respectively.

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 March 31, 2024.

For the three months ended March 31, 2024 and 2023, our Investment Funds’ returns were (0.8)% and (4.1)%, 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 March 31, 2024 | ​ ​ ​ 2023 |
| --- | ---: | ---: |
| Long positions | 11.4% | 1.3% |
| Short positions | (13.4)% | (6.2)% |
| Other | 1.2% | 0.8% |
| ​ | (0.8)% | (4.1)% |

The following table presents net income (loss) for our Investment segment for the three months ended March 31, 2024 and 2023, respectively.

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended March 31, 2024 ​ ​ | ​ ​ | ​ ​ 2023 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Long positions | ​ | $596 | ​ | $117 |
| Short positions | ​ | (699) | ​ | (567) |
| Other | ​ | 63 | ​ | 75 |
| ​ | ​ | $(40) | ​ | $(375) |

#### Three Months Ended March 31, 2024 and 2023

For the three months ended March 31, 2024, 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 our energy hedges totaling $341 million, losses from a broad market hedge of $177 million, and the aggregate performance of short positions with net losses across various sectors of $181 million. The positive performance of our Investment segment’s long positions was driven primarily by gains from the healthcare, utilities, and energy sectors totaling $559 million, and the aggregate performance of long positions with net gains across various sectors of $37 million.

For the three months ended March 31, 2023, the Investment Funds’ negative performance was primarily driven by net losses in short positions, offset in part by net gains in long positions. The negative performance of our Investment segment’s short positions was driven primarily by losses from a broad market hedge of $365 million and the aggregate performance of short positions with net losses across various sectors of $202 million. The positive performance of our Investment segment’s long positions was driven by the positive performance from three healthcare sector investments aggregating $213 million.

### Energy

Our Energy segment is primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 93% and 90% of our Energy segment’s net sales for the three months ended March 31, 2024 and 2023, 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, distillate, and other refined products, which, in turn, depend on, among other factors, changes in domestic and foreign economies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibility of imports and exports, the marketing of competitive fuels and the extent of government regulations. Because the petroleum business applies first-in, first-out accounting to value its inventory, crude oil price movements may impact gross margin as a result of changes in the value of its unhedged inventory. The effect of changes in crude oil prices on the petroleum business’ results of operations is partially influenced by the rate at which the processing of refined products adjusts to reflect these changes.

In addition to recent market conditions, such as the ongoing conflict in the Middle East and the impact of the Russia/Ukraine conflict, there are long-term factors that may impact the demand for and inventory of 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, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels, purchase renewable identification numbers (“RINs”), to the extent available, in lieu of blending, or face liability. The 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 but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, the price at which RINs can be purchased, transportation fuel and renewable diesel production levels and pricing, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled. The costs to comply with the RFS are also impacted by, and dependent upon the outcome of, the numerous lawsuits filed by multiple refiners including the petroleum business’ obligated-party subsidiaries, biofuels groups and others. Refer to Note 18, “Commitments and Contingencies,” to the consolidated financial statements for further discussion of RINs.

Since 2022, our Energy segment has focused significant efforts on decarbonization initiatives including but not limited to the completion of the renewable diesel unit (“RDU”), the creation of an Environmental, Social and Governance (“ESG”) committee and the publication of multiple ESG reports. In addition, our Energy segment achieved mechanical completion of the renewable stock feeder pretreater project at its Wynnewood Refinery in the fourth quarter of 2023 with the unit becoming operational during the first quarter of 2024. Our Energy segment expects to continue to explore options to decarbonize its business in areas with attractive economics, without sole reliance on government subsidies.

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended March 31, 2024 ​ ​ | ​ ​ | ​ ​ 2023 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Net sales | ​ | $1,863 | ​ | $2,286 |
| Cost of goods sold | ​ | 1,713 | ​ | 1,926 |
| Gross margin | ​ | $150 | ​ | $360 |

#### Three Months Ended March 31, 2024 and 2023

Net sales for our Energy segment decreased by $423 million (19%) for the three months ended March 31, 2024 as compared to the comparable prior year period due to a decrease in our petroleum business’ net sales, which decreased $325 million, as well as a decrease in our nitrogen fertilizer business’ net sales by $98 million over the comparable period. The decrease in the petroleum business’ net sales was due to lower refined product prices resulting from elevated inventory levels and reduced demand during the current period. The decrease in our nitrogen fertilizer business’ net sales was primarily due to a decrease in urea ammonium nitrate (“UAN”) and ammonia pricing conditions primarily due to lower natural gas prices and increased global supply of nitrogen fertilizers in the current period.

Cost of goods sold for our Energy segment decreased by $213 million (11%) for the three months ended March 31, 2024 as compared to the comparable prior year period. The decrease was primarily due to declines in our petroleum business as a result of a decrease in net sales and unfavorable derivative impacts of $57 million from losses on open crack spread swap positions, partially offset by a decline in RFS expense of $85 million which includes a favorable RINs liability revaluation of $35 million. Gross margin for our Energy segment decreased by $210 million for the three months ended March 31, 2024 as compared to the comparable prior year period. Gross margin as a percentage of net sales was 8% and 16% for the three months ended March 31, 2024 and 2023, respectively. The decrease in gross margin as a percentage of net sales was primarily attributable to the petroleum business, which was primarily due to lower refining margins driven by increased inventory levels and lower demand in the current year.

### 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 three months ended March 31, 2024 and prior periods, and will result in lower net sales from our Automotive segment in future periods. Our results of operations for the three months ended March 31, 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 distribution network;
- Investment in, and strategic review of, capital projects within Icahn Automotive’s owned and leased locations to increase leasing revenue, restructure lease liabilities, and reduce occupancy costs;
- Strategic investment in brownfield and greenfield supplementing existing store footprints;
- Investment in customer experience initiatives and selective upgrades in facilities;
- Investment in employees with focus on training and career development; and
- Business process improvements, including investments in our supply chain and information technology capabilities.

The following table presents our Automotive segment’s net sales and other revenue from operations, cost of goods sold and other expenses from operations and gross profit. Our Automotive segment’s results of operations include Automotive Services labor along with the sale of any installed parts or materials related to Automotive Services. Automotive Services labor revenues are included in other revenues from operations in our consolidated statements of operations, however, the sales of any installed parts or materials related to Automotive Services are included in net sales. 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 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.

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended March 31, 2024 ​ ​ | ​ ​ | ​ ​ 2023 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Net sales and other revenues from operations | ​ | $369 | ​ | $441 |
| Cost of goods sold and other expenses from operations | ​ | 267 | ​ | 310 |
| Gross margin | ​ | $102 | ​ | $131 |

#### Three Months Ended March 31, 2024 and 2023

Net sales and other revenues from operations for our Automotive segment for the three months ended March 31, 2024 decreased by $72 million (16%) as compared to the comparable prior year period. The decrease was primarily attributable to a decrease in Aftermarket Parts sales of $59 million (82%) 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 $13 million (4%), mainly due to lower car counts primarily from closed stores.

Cost of goods sold and other expenses from operations for the three months ended March 31, 2024 decreased by $43 million (14%) as compared to the comparable prior year period. The decrease was primarily driven by decreased Aftermarket Parts expenses of $27 million related to the deconsolidation of Auto Plus in the comparable prior year period. Gross margin on net sales and other revenue from operations for the three months ended March 31, 2024 decreased by $29 million (22%) from the comparable prior year period. Gross margin as a percentage of net sales and other revenue from operations was 28% and 30% for the three months ended March 31, 2024 and 2023, 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 March 31, 2024 and 2023

Net sales for the three months ended March 31, 2024 decreased $17 million (14%) as compared to the comparable prior year period. The decrease was primarily due to lower volumes of $12 million and a decrease of $5 million in price and product mix. Cost of goods sold for the three months ended March 31, 2024 decreased $11 million (12%) compared to the comparable prior year period primarily due to effects of lower volume and corresponding lower absorption of manufacturing fixed costs. Gross margin as a percentage of net sales was 21% and 23% for the three months ended March 31, 2024 and 2023, 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 two country clubs. 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 clubs are included in other revenues from operations in our consolidated statements of operations. Revenue from our real estate operations for the three months ended March 31, 2024 was primarily derived from country club and resort operations. Revenue from our real estate operations for the three months ended March 31, 2023 was primarily derived from the sale of single-family homes and resort operations.

#### Three Months Ended March 31, 2024 and 2023

Net sales for the three months ended March 31, 2024 decreased by $6 million (86%) as compared to the comparable prior year period primarily due to the decrease in single-family home sales as inventory is almost sold out. Cost of goods sold for the three months ended March 31, 2024 decreased $5 million (83%) compared to the prior year period primarily due to the aforementioned decrease in single-family home sales. Gross margin as a percentage of net sales was 0% and 14% for the three months ended March 31, 2024 and 2023, respectively.

Other revenues from operations for the three months ended March 31, 2024 increased by $1 million (6%) as compared to the comparable prior year period primarily due to the acquisition of a country club in the fourth quarter of 2023, increased occupancy and hotel rates at our resort and increased annual country club dues. Other expenses from operations for the three months ended March 31, 2024 increased $1 million (8%) compared to the prior year period.

### 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 March 31, 2024 and 2023

Net sales for the three months ended March 31, 2024 decreased by $4 million (10%) as compared to the comparable prior year period mostly due to lower demand from our retail business. Cost of goods sold for the three months ended March 31, 2024 decreased by $5 million (16%) compared to the comparable prior year period mostly due to lower material costs and improved manufacturing efficiency. Gross margin as a percentage of net sales was 25% and 20% for the three months ended March 31, 2024 and 2023, respectively.

### Pharma

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

#### Three Months Ended March 31, 2024 and 2023

Net sales for the three months ended March 31, 2024 increased by $4 million (20%) 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 March 31, 2024 increased $2 million (17%) compared to the comparable prior year period due to increased sales. Gross margin as a percentage of net sales was 42% and 40% for the three months ended March 31, 2024 and 2023, respectively.

### Holding Company

Our Holding Company’s results of operations primarily reflect the interest expense on its senior unsecured notes for each of the three months ended March 31, 2024 and 2023 and the loss on deconsolidation of one of its subsidiaries for the three months ended March 31, 2023.

### 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 $226 million during the three months ended March 31, 2023.

### Selling, General and Administrative

#### Three Months Ended March 31, 2024 and 2023

Our consolidated selling, general and administrative costs during the three months ended March 31, 2024 decreased by $36 million (16%) 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, which included $28 million in the three months ended March 31, 2023.

### Interest Expense

#### Three Months Ended March 31, 2024 and 2023

Our consolidated interest expense during the three months ended March 31, 2024 decreased by $6 million (4%) as compared to the comparable prior year period. The decrease was primarily due to lower interest expense for our Investment segment of $20 million attributable to changes in short exposure composition. This decrease was partially offset by higher interest expense in our Energy and Holding Company segment of $10 million and $4 million, respectively, mainly due to the refinancing of bonds at higher rates than the comparative prior year period.

### 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 March 31, 2024, our Holding Company had cash and cash equivalents of approximately $1.7 billion and total debt of approximately $4.8 billion. As of March 31, 2024, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $3.2 billion. We may redeem our direct investment in the Investment Funds upon notice. 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)*

| ​ ​ ​ ​ | ​ ​ March 31, 2024 | ​ ​ | ​ ​ December 31, 2023 |
| --- | ---: | --- | ---: |
| 6.375% senior unsecured notes due 2025 | 749 | ​ | 749 |
| 6.250% senior unsecured notes due 2026 | 1,238 | ​ | 1,238 |
| 5.250% senior unsecured notes due 2027 | 1,454 | ​ | 1,454 |
| 4.375% senior unsecured notes due 2029 | ​ 708 | ​ | ​ 708 |
| 9.750% senior unsecured notes due 2029 | 698 | ​ | 698 |
| ​ | $4,847 | ​ | $4,847 |

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 6.375% senior unsecured notes due 2025, the 6.250% senior unsecured notes due 2026 and the 9.750% senior unsecured notes due 2029 are subject to optional redemption premiums in the event we redeem any of the notes prior to certain dates as described in the indentures.

As of March 31, 2024 and December 31, 2023, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of March 31, 2024, 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.

#### Debt Repurchase and Sales

In November and December of 2023, we repurchased in the open market approximately $35 million aggregate principal amount of our 4.750% senior unsecured notes due 2024, $12 million aggregate principal amount of our 6.25% senior unsecured notes due 2026, $5 million aggregate principal amount of our 5.25% senior unsecured notes due 2027, and $40 million aggregate principal amount of our 4.375% senior unsecured notes due 2029 for total cash paid of $84 million for a total aggregate principal amount $92 million. The Company cancelled and reduced the outstanding principal of the repurchased 4.750% senior unsecured notes due 2024, and the remaining repurchased notes of $57 million aggregate principal were extinguished but were not retired and are held in treasury. In April 2024, we sold the $12 million in aggregate principal amount of our 6.250% senior unsecured notes due 2026 and the $5 million in aggregate principal amount of our 5.250% senior unsecured notes due 2027, both previously repurchased and held in treasury, in the open market.

#### At-The-Market Offerings

During the three months ended March 31, 2024, Icahn Enterprises sold 2,775,609 depositary units pursuant to its Open Market Sale Agreement, resulting in gross proceeds of approximately $50 million. We continue to have an Open Market Sale Agreement and Icahn Enterprises may sell its depositary units for up to an additional $99 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. 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 three months ended March 31, 2024, there can be no assurance that any future capital will be available on acceptable terms or at all under this program.

#### LP Unit Distributions

On February 26, 2024, Icahn Enterprises declared a quarterly distribution in the amount of $1.00 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 this distribution, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $97 million, of which $55 million was distributed to Mr. Icahn and his affiliates in April 2024.

On May 6, 2024, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $1.00 per depositary unit, which will be paid on or about June 25, 2024 to depositary unitholders of record at the close of business on May 20, 2024. Depositary unitholders will have until June 12, 2024 to make a timely election to receive either cash or additional depositary units. If a unitholder does not make a timely election, it will automatically be deemed to have elected to receive the distribution in additional depositary units. Depositary unitholders who elect to receive (or who are deemed to have elected to receive) additional depositary units will receive units valued at the volume weighted average trading price of the units during the five consecutive trading days ending June 20, 2024. 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 March 31, 2024, the Company has not repurchased any of the Company’s depositary units and the Company has repurchased $92 million worth of senior unsecured notes in aggregate under the Repurchase Program. See “Debt Repurchases and Sales” above.

### 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 March 31, 2024, the Investment Funds had a net short notional exposure of 27%. The Investment Funds’ long exposure was 99% (98% long equity and 1% long credit) and its short exposure was 126% (109% short equity, 11% short credit and 6% 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 March 31, 2024.

Of the Investment Funds’ 99% long exposure, 61% was comprised of the fair value of its long positions and 38% was comprised mostly of single name equity forward and swap contracts. Of the Investment Funds’ 126% short exposure, 69% was comprised of the fair value of its short positions (with certain adjustments) and 57% was comprised mostly of short broad market index swap derivative contracts, short credit default swap contracts and short commodity contracts.

With respect to both our long positions that are not notionalized (61% long exposure) and our short positions that are not notionalized (69% 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 (57% 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.

#### Investment Funds Redemption

Mr. Icahn and his affiliates (excluding us and Brett Icahn) made no redemptions from the Investment Funds during the three months ended March 31, 2024, and redeemed $80 million in the three months ended March 31, 2023. As of March 31, 2024 and December 31, 2023, the total fair market value of investments in the Investment Funds owned by the Company was approximately $3.2 billion, representing approximately 60% and 60% 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)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ March 31, 2024 | ​ ​ | ​ ​ December 31, 2023 |
| --- | --- | ---: | --- | ---: |
| Energy | ​ | $644 | ​ | $1,179 |
| Automotive | ​ | 64 | ​ | 104 |
| Food Packaging | ​ | 7 | ​ | 8 |
| Real Estate | ​ | 33 | ​ | 22 |
| Home Fashion | ​ | 4 | ​ | 5 |
| Pharma | ​ | 18 | ​ | 26 |
| ​ | ​ | $770 | ​ | $1,344 |

#### Segment Borrowings and Availability

Segment debt consists of the following:

*(in millions)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ March 31, 2024 | ​ ​ | ​ ​ December 31, 2023 |
| --- | --- | ---: | --- | ---: |
| Energy | ​ | $1,585 | ​ | $2,185 |
| Automotive | ​ | 29 | ​ | 33 |
| Food Packaging | ​ | 138 | ​ | 133 |
| Real Estate | ​ | 1 | ​ | 1 |
| Home Fashion | ​ | 8 | ​ | 8 |
| ​ | ​ | $1,761 | ​ | $2,360 |

#### Energy

In February 2024, CVR Energy redeemed all of its $600 million in aggregate principal amount of 5.25% senior unsecured notes due 2025. As a result of this transaction, CVR Energy recognized a $1 million loss on extinguishment of debt for the three months ended March 31, 2024.

Refer to our Annual Report on Form 10-K for the year ended December 31, 2023 for information concerning terms, restrictions and covenants pertaining to our subsidiaries’ debt. As of March 31, 2024, 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)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ March 31, 2024 |
| --- | --- | ---: |
| Energy | ​ | $294 |
| Food Packaging |  | ​ 30 |
| ​ | ​ | $324 |

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

### 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)*

| ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2024 Net Cash Used In Operating Activities | ​ ​ | ​ ​ Investing Activities | ​ ​ | ​ ​ Financing Activities | ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2023 Net Cash Provided By (Used In) Operating Activities | ​ ​ | ​ ​ Investing Activities | ​ ​ | ​ ​ Financing Activities |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Holding Company | ​ | $11 | ​ | $46 | ​ | $49 | ​ | $(24) | ​ | $3 | ​ | $174 |
| Investment | ​ | (431) | ​ | — | ​ | (6) | ​ | 14 | ​ | — | ​ | (82) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Other Operating Segments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Energy | ​ | 177 | ​ | (55) | ​ | (664) | ​ | 247 | ​ | (34) | ​ | (122) |
| Automotive | ​ | (22) | ​ | ​ (15) | ​ | (4) | ​ | 4 | ​ | ​ (10) | ​ | 7 |
| Food Packaging | ​ | (3) | ​ | (2) | ​ | 4 | ​ | 5 | ​ | (2) | ​ | 2 |
| Real Estate | ​ | 10 | ​ | (2) | ​ | 3 | ​ | 15 | ​ | — | ​ | (1) |
| Home Fashion | ​ | — | ​ | (1) | ​ | — | ​ | (3) | ​ | — | ​ | 3 |
| Pharma | ​ | 7 | ​ | — | ​ | (15) | ​ | 7 | ​ | — | ​ | — |
| Other operating segments | ​ | 169 | ​ | (75) | ​ | (676) | ​ | 275 | ​ | (46) | ​ | (111) |
| Total before eliminations | ​ | (251) | ​ | (29) | ​ | (633) | ​ | 265 | ​ | (43) | ​ | (19) |
| Eliminations | ​ | — | ​ | (46) | ​ | 46 | ​ | — | ​ | (20) | ​ | 20 |
| Consolidated | ​ | $(251) | ​ | $(75) | ​ | $(587) | ​ | $265 | ​ | $(63) | ​ | $1 |

#### 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: | ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 ​ ​ | ​ ​ | ​ ​ ​ ​ 2023 ​ |
| --- | --- | ---: | --- | ---: |
| Cash payments for interest on senior unsecured notes | ​ | $(16) | ​ | $(43) |
| Interest and dividend income | ​ | 24 | ​ | 21 |
| Net cash receipts for income taxes, net of payments | ​ | 1 | ​ | — |
| Operating transactions with subsidiaries | ​ | 13 | ​ | (1) |
| Operating costs and other | ​ | (11) | ​ | (1) |
| ​ | ​ | $11 | ​ | $(24) |
| **Investing Activities:** | ​ |  | ​ |  |
| Cash from operating segments | ​ | 51 | ​ | 41 |
| Cash to operating segments | ​ | (5) | ​ | (21) |
| Related party note receivable disbursements and repayments, net | ​ | ​ — | ​ | ​ (18) |
| Other investing activities, net | ​ | ​ — | ​ | ​ 1 |
| ​ | ​ | $46 | ​ | $3 |
| **Financing Activities:** | ​ |  | ​ |  |
| Partnership contributions | ​ | $50 | ​ | $173 |
| Other financing activities, net | ​ | ​ (1) | ​ | ​ 1 |
| ​ | ​ | $49 | ​ | $174 |
| Increase in cash and cash equivalents and restricted cash and restricted cash equivalents | ​ | $106 | ​ | $153 |

The decrease in interest payments for the three months ended March 31, 2024 over the comparable period is primarily due to the redemption of $1.1 billion aggregate principal amount of our 4.750% senior unsecured notes due in 2024 in December 2023, which we paid interest of $26 million in the three months ended March 31, 2023.

Operating transactions with subsidiaries includes the reimbursement of operating expenses to our Investment segment based on an expense-sharing agreement.

Cash from operating segments is made up of dividends, distributions, and repayments of intercompany loans that are eliminated in consolidation. During the three months ended March 31, 2024, this includes cash dividends received from our Energy segment of $33 million, cash distributions received from our Real Estate segment and Investment segment totaling $3 million, and repayments of intercompany loans from our Pharma segment of $15 million. During the three months ended March 31, 2023, this includes cash dividends received from our Energy segment of $36 million and cash distributions from our Real Estate segment of $5 million.

Cash to operating segments is made up of intercompany loans and contributions to operating segments that are eliminated in consolidation. Changes in cash to operating segments was mainly attributable to cash paid to our Automotive segment and Real Estate segment.

Partnership contributions represent sales in connection with our At-The-Market offerings pursuant to our Open Market Sale Agreements, as discussed above.

#### Subsidiary Dividends

For the first quarter of 2024, our Energy segment declared a cash dividend of $0.50 per share, which is payable May 20, 2024 to shareholders of record as of May 13, 2024. Our portion of the dividend is estimated to be approximately $33 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 three months ended March 31, 2024 was mainly attributable to Brett Icahn’s net redemptions from the Investment Funds of $5 million. Our Investment segment’s cash flows used in financing activities for the three months ended March 31, 2023 was mainly attributable to redemptions paid to Mr. Icahn and his affiliates (excluding us and Brett Icahn) of $82 million and Brett Icahn’s contributions to the funds of $2 million, respectively.

#### Other Operating Segments

| ​ ​ ​ ​ Operating Activities: | ​ ​ ​ | ​ ​ ​ Three Months Ended March 31, 2024 ​ ​ | ​ | ​ ​ 2023 ​ |
| --- | --- | ---: | --- | ---: |
| Net cash flow from operating activities before changes in operating assets and liabilities | ​ | $227 | ​ | $317 |
| Changes in operating assets and liabilities | ​ | (58) | ​ | (42) |
| ​ | ​ | $169 | ​ | $275 |
| **Investing Activities:** | ​ |  | ​ |  |
| Capital expenditures | ​ | $(68) | ​ | $(58) |
| Turnaround expenditures | ​ | ​ (12) | ​ | ​ (8) |
| Proceeds from sale of assets | ​ | 2 | ​ | — |
| Return of equity method investment | ​ | 3 | ​ | 19 |
| Other | ​ | — | ​ | 1 |
| ​ | ​ | $(75) | ​ | $(46) |
| **Financing Activities:** | ​ |  | ​ |  |
| Proceeds from other borrowings | ​ | $7 | ​ | $16 |
| Repayments of other borrowings | ​ | ​ (607) | ​ | ​ (19) |
| Dividends and distributions to non-controlling interests | ​ | (28) | ​ | (85) |
| Cash from Holding Company | ​ | 5 | ​ | 21 |
| Cash to Holding Company | ​ | (50) | ​ | (41) |
| Other | ​ | (3) | ​ | (3) |
| ​ | ​ | $(676) | ​ | $(111) |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents | ​ | — | ​ | — |
| Decrease (increase) in cash and cash equivalents and restricted cash and restricted cash equivalents | ​ | $(582) | ​ | $118 |

Our other operating segments’ cash flows from operating activities before changes in operating assets and liabilities were primarily attributable to the results of our Energy segment during both periods. The change in cash flows from operating activities for the three months ended March 31, 2024 as compared to the comparable prior year was primarily due to a decrease in the operating results of our Energy segment primarily associated with decreased sales resulting from lower crude oil prices.

Capital expenditures and turnaround expenditures are primarily from our Energy and Automotive segments and are primarily for maintenance and growth and includes the planned maintenance of one of its refineries in both periods.

Repayments of other borrowings are related to our Energy segment’s redemption of $600 million principal amount of its 5.25% senior unsecured notes due February 2025.

Distributions to non-controlling interests were from our Energy segment related to its regular quarterly dividends and distributions, excluding payments made to us.

Cash from Holding Company is made up of intercompany loans between our Holding Company and subsidiaries that are eliminated in consolidation. The changes in cash from Holding Company were mainly attributable to cash paid to our Automotive segment and Real Estate segment.

Cash to Holding Company is made up of dividends, distributions and intercompany loans that are eliminated consolidation. During the three months ended March 31, 2024, this includes cash dividends paid from our Energy segment of $33 million, cash distributions from our Real Estate segment totaling $2 million, and repayments of intercompany loans from our Pharma segment of $15 million. During the three months ended March 31, 2023, this includes cash dividends from our Energy segment of $36 million and cash distributions from our Real Estate segment of $5 million.

### Consolidated Capital Expenditures

There have been no material changes to our planned capital expenditures as compared to the estimated capital expenditures for 2024 reported in our Annual Report on Form 10-K for the year ended December 31, 2023.

### 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, 2023.

### 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, 2,031 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, 2023.

### 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 March 31, 2024, we estimate that in the event of a 10% adverse change in the fair value of these investments, the fair values of securities owned, securities sold, not yet purchased and derivatives would be negatively impacted by approximately $320 million, $364 million and $667 million, respectively. However, as of March 31, 2024, 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, 1,327 characters.

As of March 31, 2024, 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 March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 197 characters.

There were no material changes to our risk factors during the three months ended March 31, 2024 as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, 2023.

Filed May 8, 2024.
Source: SEC EDGAR, the filing index for accession 0001558370-24-007379. Last ingested by Listed: Nov 5, 2026, 11:14 ET. No prices; not investment advice.