# Icahn Enterprises L.P.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Icahn Enterprises L.P.](/companies/iep.md) (CIK 813762)
- Form: 10-Q
- Filed: 2025-05-07
- Accepted by EDGAR: May 7, 2025, 17:00 ET
- Period: 2025-03-31
- Accession: 0001558370-25-006771
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/813762/000155837025006771/tmb-20250331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/813762/000155837025006771/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $1.87bn | us-gaap:Revenues |
| Selling, general and administrative | 3 months, 2025-01-01 to 2025-03-31 | $201.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $128.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | −$74.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$422.0m | us-gaap:NetIncomeLoss |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | −$182.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $88.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-03-31 | $2.18bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-03-31 | $15.48bn | us-gaap:Assets |
| Total liabilities | at 2025-03-31 | $11.74bn | us-gaap:Liabilities |

## Management's discussion and analysis

As filed, 61,709 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, 2025 (this “Report”), as well as our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on February 26, 2025.*

### 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, 2025 representing an aggregate 1.99% general partner interest in Icahn Enterprises and Icahn Enterprises Holdings. Mr. Icahn and his affiliates owned approximately 86% of Icahn Enterprises’ outstanding depositary units as of March 31, 2025.

### Recent Developments

#### Viskase Private Placement

In March 2025, Viskase Companies, Inc. (“Viskase”) completed an equity private placement whereby we acquired an additional 7,142,858 shares of Viskase common stock for a purchase price $15 million. As of March 31, 2025, we owned approximately 91% of the total outstanding common stock of Viskase.

#### Potential Strategic Transactions

As previously disclosed, we are considering, with CVR Energy, Inc. (“CVR Energy”), potential strategic transactions available to CVR Energy 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 CVR Energy or its subsidiaries, and/or strategic options involving CVR Partners, LP, a controlled subsidiary of CVR Energy (“CVR Partners”). 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. On January 8, 2025, we completed a tender offer to acquire additional shares of CVR Energy’s common stock, purchasing a total of 878,212 shares, bringing our aggregate percentage ownership to approximately 67% of CVR Energy’s outstanding shares of common stock. On February 21, 2025, AEPC entered into a Rule 10b5-1 trading plan to purchase up to 13,356,539 shares of common stock of CVR Energy. The plan will terminate on February 21, 2026, if not earlier terminated by its terms. To the extent we become the owner of 80% or more of the outstanding shares of CVR Energy, this ownership would allow for tax consolidation of CVR Energy within the tax group of which American Entertainment Property Corp. (“AEPC”) is the common parent (and such tax group, the “AEPC Group”) for U.S. federal income tax purposes.

On December 20, 2024, AEPC entered into a Rule 10b5-1 trading plan to purchase up to 320,000 common units of CVR Partners. The plan will terminate on June 1, 2025 if not earlier terminated by its terms.

As of May 1, 2025, we acquired additional shares in cash and now own approximately 70% of the total outstanding common stock of CVR Energy and 3% of the total outstanding common units of CVR Partners.

Viskase, our majority owned subsidiary, is currently considering a potential transaction involving Enzon Pharmaceuticals, Inc. (“Enzon”), of which we own approximately 49% of the outstanding common stock, through a negotiated merger transaction or otherwise. In connection therewith, we may engage in other activities, discussions and/or negotiations regarding a potential transaction involving Viskase and Enzon.

#### Investment Fund Redemption

See “Investment Funds Redemptions” below under “Liquidity and Capital Resources.”

### 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 12, “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.

Potential supply chain disruptions, geopolitical and economic instability, volatility in energy prices, the impacts of

increasing electric vehicles and liquid natural gas and other improvements in fuel efficiencies and changes in regulatory policies could adversely affect operations, in particular in our Energy segment. Our ability to generate sufficient cash from our operating activities in the current commodity price environment, sell non-core assets, access capital markets, incur additional debt or take any other action to improve our liquidity is subject to the risks discussed in this Quarterly Report on Form 10-Q and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, and depends on our future operational performance, which is subject to general economic, political, financial, competitive, and other factors, some of which may be beyond our control. Furthermore, shifts in demand and tightening credit market conditions could impact our financial stability. Increased tariffs, both by the U.S. and globally, ongoing and future trade conflicts and changes in U.S. economic trade policy, and economic uncertainly has led to increased volatility. The impact of tariffs has not been significant as of March 31, 2025.

The comparability of our summarized consolidated financial results presented below is affected primarily by the performance of the Investment Funds and the results of operations of our Energy segment, impacted by the demand and pricing for its products. Refer to our respective segment discussions and “Other Consolidated Results of Operations,” below for further discussion.

*(in millions)*

| ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ Revenues Three Months Ended March 31, 2025 | ​ ​ | ​ ​ ​ ​ 2024 | ​ ​ ​ ​ | ​ ​ ​ ​ Net Income (Loss) Three Months Ended March 31, 2025 | ​ ​ | ​ ​ ​ ​ 2024 | ​ ​ ​ ​ | ​ ​ Net Income (Loss) Attributable to Icahn Enterprises Three Months Ended March 31, 2025 | ​ | ​ ​ 2024 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Investment | ​ | $(332) | ​ | $9 | ​ | $(350) | ​ | $(40) | ​ | $(224) | ​ | $(23) |
| Holding Company | ​ | 17 | ​ | 24 | ​ | (64) | ​ | (55) | ​ | (64) | ​ | (55) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Other Operating Segments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Energy | ​ | 1,657 | ​ | 1,879 | ​ | (117) | ​ | 78 | ​ | (86) | ​ | 49 |
| Automotive | ​ | 348 | ​ | 380 | ​ | (27) | ​ | (9) | ​ | (27) | ​ | (9) |
| Food Packaging | ​ | 96 | ​ | 99 | ​ | (14) | ​ | 2 | ​ | (13) | ​ | 2 |
| Real Estate | ​ | 17 | ​ | 18 | ​ | (4) | ​ | (2) | ​ | (4) | ​ | (2) |
| Home Fashion | ​ | 40 | ​ | 36 | ​ | (2) | ​ | (1) | ​ | (2) | ​ | (1) |
| Pharma | ​ | 24 | ​ | 25 | ​ | (2) | ​ | 1 | ​ | (2) | ​ | 1 |
| Other operating segments | ​ | 2,182 | ​ | 2,437 | ​ | (166) | ​ | 69 | ​ | (134) | ​ | 40 |
| Consolidated | ​ | $1,867 | ​ | $2,470 | ​ | $(580) | ​ | $(26) | ​ | $(422) | ​ | $(38) |

### Investment

We invest our proprietary capital through various private investment funds (“Investment Funds”). As of March 31, 2025 and December 31, 2024, we had investments with a fair market value of approximately $2.5 billion and $2.7 billion, respectively in the Investment Funds. As of March 31, 2025 and December 31, 2024, 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 $1.4 billion and $1.5 billion, respectively. As of March 31, 2025, Mr. Icahn and his affiliates have pledged approximately $1.0 billion of interests in 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 March 31, 2025.

For the three months ended March 31, 2025 and 2024, our Investment Funds’ returns were (8.4)% and (0.8)%, respectively. Our Investment Funds’ returns represent a weighted-average composite of the average returns, net of expenses. The Other category is primarily comprised of interest income earned on cash balances, collateral posted to counterparties and short rebates.

The following tables set forth the performance attribution and net income (loss) for the Investment Funds’ returns for the three months ended March 31, 2025 and 2024, respectively, and includes performance of all investment and derivative position types including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative instruments.

| ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2025 | ​ ​ ​ 2024 |
| --- | ---: | ---: |
| Long positions | (9.5)% | 11.4% |
| Short positions | 0.2% | (13.4)% |
| Other | 0.9% | 1.2% |
| ​ | (8.4)% | (0.8)% |

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended March 31, 2025 ​ ​ | ​ ​ | ​ ​ 2024 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Long positions | ​ | $(398) | ​ | $596 |
| Short positions | ​ | 9 | ​ | (699) |
| Other | ​ | 39 | ​ | 63 |
| ​ | ​ | $(350) | ​ | $(40) |

#### Three Months Ended March 31, 2025 and 2024

For the three months ended March 31, 2025, the Investment Funds’ negative performance was primarily driven by net losses in long positions, offset in part by net gains in short positions. The negative performance of our Investment segment’s long positions was driven primarily by net losses from the healthcare, consumer, cyclical and industrials sectors of $529 million, offset in part by net gains from the utilities sector of $119 million. The positive performance of our Investment segment’s short positions was primarily driven by gains from broad market hedges of $85 million, offset in part by net losses in the utilities and energy sectors of $78 million.

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.

Our Energy segment is primarily engaged in the petroleum refining, renewable fuels and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 90% and 92% of our Energy segment’s net sales for the three months ended March 31, 2025 and 2024, 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 geopolitical conditions, such as the ongoing conflict in the Middle East and the impact of the Russia/Ukraine conflict, there are long-term factors such as increased tariffs, ongoing and future trade conflicts and changes in U.S. economic trade policy that may impact the demand for and inventory of refined products. These factors include mandated renewable fuels standards, proposed and enacted 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, transportation fuel and renewable diesel production levels and pricing, the availability of alternative or supporting credits for renewable fuel producers, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled. 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 16, “Commitments and Contingencies,” to the consolidated financial statements for further discussion of RINs.

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 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 following table presents our Energy segment’s net sales, cost of goods sold and gross profit:

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended March 31, 2025 ​ ​ | ​ ​ | ​ ​ 2024 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Net sales | ​ | $1,646 | ​ | $1,863 |
| Cost of goods sold | ​ | 1,748 | ​ | 1,713 |
| Gross (loss) profit | ​ | $(102) | ​ | $150 |
| Gross margin | ​ | ​ (6)% | ​ | ​ 8% |

#### Three Months Ended March 31, 2025 and 2024

Net sales for our Energy segment decreased by $217 million (12%) for the three months ended March 31, 2025 as compared to the comparable prior year period due to a decrease in our petroleum business’ net sales of $243 million, offset in part by an increase in our renewable business’ net sales of $11 million and an increase in our nitrogen fertilizer business’ net sales by $15 million over the comparable period. The decrease in the petroleum business’ net sales was driven by lower sales volumes as a result of planned maintenance at the Coffeyville Refinery, resulting in lower production, and lower refined product prices resulting from elevated inventory levels and reduced demand. Our renewables business’ net sales increased due to higher production and sales volumes coupled with increased biodiesel RIN prices. Our nitrogen fertilizer business’ net sales increased primarily due to favorable urea ammonium nitrate (“UAN”) sales volumes, higher ammonia pricing, and favorable sale of other products, partially offset by unfavorable ammonia sales volumes and UAN sales prices.

Cost of goods sold for our Energy segment increased by $35 million (2%) for the three months ended March 31, 2025 as compared to the comparable prior year period. The increase was primarily from our petroleum business, mainly due to higher direct purchases resulting from lower production and increased RFS expenses of $185 million, which includes unfavorable RINs liability revaluation of $203 million. The increase was offset in part by reduction of crude oil consumption due to the planned maintenance and a favorable derivative impact in the current period. Gross profit for our Energy segment decreased by $252 million for the three months ended March 31, 2025 as compared to the comparable prior year period. Gross margin was (6%) and 8% for the three months ended March 31, 2025 and 2024, respectively. The decrease in gross margin was primarily attributable to the petroleum business, as a result of lower refining margins driven by increased RFS expenses in the current year, unfavorable sales volume impacts related to the Coffeyville Refinery 2025 planned maintenance and decreased crack spreads, offset in part by favorable derivative impacts of $31 million.

### 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, our Automotive segment completed the separation of certain of its Automotive Services and Aftermarket Parts businesses into two separate operating companies. Auto Plus, which operated the majority of our Aftermarket Parts business, began operating in locations owned and leased by the Automotive Services business from 2021 until 2023.

In January 2023, Auto Plus filed a voluntary bankruptcy petition seeking relief under Chapter 11 of the Bankruptcy Code, resulting in its cessation of operations and deconsolidation, which reduced our Automotive segment’s assets. Following the bankruptcy, Auto Plus exited the Automotive Services locations within which it operated.

In connection with its transformation plan, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases previously utilized by the Aftermarket Parts business. During this multi-year transformation plan, the Automotive segment will continue investing capital to repurpose these locations for future multi-tenant use and we anticipate increased leasing revenues as a result. During the fourth quarter of 2024, the Automotive segment entered into an agreement with a tenant to terminate a group of leases, effective March 31, 2025. As a result of this termination, the segment has additional excess real estate available to lease. This change may delay certain aspects of the ongoing transformation plan and could result in reduced cash flows during the anticipated lease-up period. Our Automotive segment’s priorities include:

- Positioning the Automotive Services broad offerings to take advantage of opportunities in the do-it-for-me market and vehicle fleets;
- Evolving our current store footprint to keep pace with shifting market dynamics, with strategic investment in opening new locations with attractive growth potential and simultaneously closing our lowest and underperforming locations;
- Investment in, and strategic review of, capital projects within Icahn Automotive’s owned and leased locations to increase leasing revenue, restructure lease liabilities, and reduce occupancy costs;
- Optimization of Store and Distribution Center network while improving inventory and cost position;
- Investment to improve the overall customer experience through process, facilities and automation;
- Investment in employees with focus on training and career development; and
- Business process improvements and sharing best practices through investments in people, technology, and our overall supply chain.

The following table presents our Automotive segment’s net sales and other revenue from operations, cost of goods sold and other expenses from operations and gross profit. Our Automotive segment’s 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, 2025 ​ ​ | ​ ​ | ​ ​ 2024 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Net sales and other revenues from operations | ​ | $335 | ​ | $369 |
| Cost of goods sold and other expenses from operations | ​ | 256 | ​ | 267 |
| Gross profit | ​ | $79 | ​ | $102 |
| Gross margin | ​ | ​ 24% | ​ | ​ 28% |

#### Three Months Ended March 31, 2025 and 2024

Net sales and other revenues from operations for our Automotive segment for the three months ended March 31, 2025 decreased by $34 million (9%) as compared to the comparable prior year period. The decrease was primarily attributable to lower pricing across most major automotive service categories and a shift in consumer behavior towards a lower price mix of parts and services in the current period. In addition, Aftermarket Parts revenues decreased by $11 million due to the exit of the Aftermarket Parts business during the first quarter of 2025.

Cost of goods sold and other expenses from operations for the three months ended March 31, 2025 decreased by $11 million (4%) as compared to the comparable prior year period. The decrease was primarily attributable to lower revenues in Autmotmotive Services and a decrease of the Aftermarket Parts business of $3 million due to the exit of the business. Gross profit for the three months ended March 31, 2025 decreased by $23 million (23%) from the comparable prior year period. Gross margin was 24% and 28% for the three months ended March 31, 2025 and 2024, respectively. The decline in gross margin was primarily due to lower margin mix of products and services as well as increased store labor expense.

### 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.

During the quarter, the segment commenced implementation of a restructuring plan designed to enhance operational efficiency and margin performance. The plan includes the consolidation of our North American facilities into a single, centralized location, along with investments in upgraded equipment at that facility. These actions are intended to support increased production volumes while reducing costs and waste. Upon completion of the plan, we anticipate that we will be able to maintain global production volumes while achieving improved margins. The restructuring activities are expected to be substantially completed by the second half of 2025. During the quarter, the segment has recognized $7 million of restructuring expenses, which include employee severance costs and facility consolidation expenses, as well as $10 million of asset impairment charges.

#### Three Months Ended March 31, 2025 and 2024

Net sales for the three months ended March 31, 2025 decreased $7 million (7%) as compared to the comparable prior year period. The decrease was primarily due to lower volumes of $4 million, unfavorable effects of foreign exchange of $2 million and a decrease in price and product mix of $1 million. Cost of goods sold for the three months ended March 31, 2025 was flat as compared to the comparable prior year period primarily due to effects of lower manufacturing performance and raw material price inflation. Gross margin as a percentage of net sales was 15% and 21% for the three months ended March 31, 2025 and 2024, 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, 2025 and 2024 was primarily derived from the sale of single-family homes and country club operations.

#### Three Months Ended March 31, 2025 and 2024

Net sales for the three months ended March 31, 2025 decreased $1 million (100%) as compared to the comparable prior year period. Single-family home sales decreased by $1 million as inventory is nearly fully sold out in one country club. Cost of goods sold for the three months ended March 31, 2025 decreased $1 million (100%) as compared to the prior year period. Gross margin as a percentage of net sales was 0% for both the three months ended March 31, 2025 and 2024.

Other revenues from operations for the three months ended March 31, 2025 was flat as compared to the comparable prior year period. Other expenses from operations for the three months ended March 31, 2025 increased by $2 million (14%) as compared to the comparable prior year period.

The Real Estate segment is actively marketing certain properties for sale. In November 2024, we entered into an agreement to sell certain properties, which is expected to close in the second quarter of 2025. These properties have historically generated approximately $3 million in annual revenue. As a result, we anticipate a reduction in future other revenues from operations by this amount following the completion of the sale of these properties.

### 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, 2025 and 2024

Net sales for the three months ended March 31, 2025 increased by $5 million (14%) as compared to the comparable prior year period mostly due to higher demand from our UK hospitality and international business. Cost of goods sold for the three months ended March 31, 2025 increased by $4 million (15%) compared to the comparable prior year period mostly due to customer mix. Gross margin as a percentage of net sales was 24% and 25% for the three months ended March 31, 2025 and 2024, respectively.

### Pharma

Our Pharma segment derives revenues primarily from the sale of its products directly to customers, wholesalers and pharmacies. Drugs in active clinical development may generate positive cash flow if successful, but there is also the risk that these drugs may not progress through clinical trials, resulting in no return. Additionally, we incur research and development costs associated with these drugs.

Pursuant to previously announced settlement agreements, at the end of 2024, a competitor became, and in the second half of 2025, a second competitor will be, permitted to launch competing generic products to the patent protected weight loss treatment sold within our Pharma segment in the United States, which we anticipate will cause a moderate reduction of prescription volume in the retail pharmacy market in the United States. In the third quarter of 2024, our Pharma segment began selling certain products to wholesalers and pharmacies in Europe.

#### Three Months Ended March 31, 2025 and 2024

Net sales for the three months ended March 31, 2025 was down $1 million (4%) as compared to the comparable prior year period. Cost of goods sold for the three months ended March 31, 2025 decreased $1 million (7%) as compared to the comparable prior year period primarily due to improved inventory management. Gross margin as a percentage of net sales was 43% and 42% for the three months ended March 31, 2025 and 2024, respectively.

### Holding Company

Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for each of the three months ended March 31, 2025 and 2024.

### Other Consolidated Results of Operations

### Selling, General and Administrative

#### Three Months Ended March 31, 2025 and 2024

Our consolidated selling, general and administrative costs during the three months ended March 31, 2025 increased by $8 million (4%) as compared to the comparable prior year period. The increase was primarily due to higher costs in the Automotive segment and the Pharma segment.

### Interest Expense

#### Three Months Ended March 31, 2025 and 2024

Our consolidated interest expense during the three months ended March 31, 2025 decreased by $8 million (6%) as compared to the comparable prior year period. The decrease was primarily due to lower interest expense for our

Investment segment of $19 million attributable to changes in short exposure composition. The decrease was offset in part by higher interest expense in our Holding Company segment of $8 million mainly due to the refinancing of bonds at higher rates than the comparable 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 13, “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 October 2024, CVR Energy, our subsidiary in our Energy segment, elected to suspend payment of its cash dividend, and continued not to pay dividends in the first quarter of 2025, which reduced our cash flow for the relevant periods. 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, 2025, our Holding Company had cash and cash equivalents of approximately $1.3 billion and total debt of approximately $4.7 billion. As of March 31, 2025, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.5 billion. We may redeem our direct investment in the Investment Funds upon notice. See “Investment Segment Liquidity,” including under “Investment Funds Redemptions,” 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

Holding Company aggregate outstanding face amount of senior notes consist of the following:

*(in millions)*

| ​ ​ ​ ​ | ​ ​ March 31, 2025 | ​ ​ | ​ ​ December 31, 2024 |
| --- | ---: | --- | ---: |
| 6.250% senior notes due 2026 | 750 | ​ | 750 |
| 5.250% senior notes due 2027 | 1,455 | ​ | 1,455 |
| 4.375% senior notes due 2029 | 750 | ​ | 750 |
| 9.750% senior notes due 2029 | ​ 700 | ​ | ​ 700 |
| 10.000% senior notes due 2029 | ​ 500 | ​ | ​ 500 |
| 9.000% senior notes due 2030 | 750 | ​ | 750 |
| ​ | ​ 4,905 | ​ | ​ 4,905 |
| Less: Unamortized discounts, premiums, and debt issuance costs | (10) | ​ | (10) |
| Less: Notes held in treasury (1) | ​ (196) | ​ | ​ (196) |
| Total Debt | $4,699 | ​ | $4,699 |

(1) At March 31, 2025 and December 31, 2024, total debt is net of notes held in treasury of $31 million aggregate principal amount of our 6.250% senior notes due 2026, $73 million aggregate principal amount of our 5.250% senior notes due 2027, and $92 million aggregate principal amount of our 4.375% senior notes due 2029.

Holding Company debt consists of various issues of fixed-rate senior 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 notes is payable semi-annually.

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

The indentures governing our senior notes described above restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions. 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. Upon the closing of our secured debt offering in November of 2024, all of our notes are now secured and, as a result, will be excluded from the calculation of the ratio test under these covenants. As a result, we no longer have a material amount of unsecured indebtedness, and we and our subsidiaries have substantially more capacity under these covenants to incur additional unsecured indebtedness (but subject to the other covenants in the indentures governing our senior notes that restrict the ability of the Issuers and the Guarantors, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness). The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates. Additionally, each of the 5.250% senior notes due 2027, the 4.375% senior notes due 2029, the 10.000% senior notes due 2029 and the 9.000% senior notes due 2030 are subject to optional redemption premiums in the event we redeem any of the notes prior to six months before maturity. The 9.750% senior notes due 2029 are subject to optional redemption premiums in the event we redeem these notes prior to three months before maturity.

As of March 31, 2025 and December 31, 2024, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of March 31, 2025, based on covenants in the indentures governing our senior notes, we are not permitted to incur additional indebtedness; however, we are permitted to issue new notes in connection with debt refinancings of existing notes.

#### At-The-Market Offerings

In May 2019, Icahn Enterprises entered into an Open Market Sale Agreement for the sale of depositary units, from time to time, for up to $400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering. This agreement has been subsequently terminated and superseded by subsequent agreements with substantially the same terms. During the three months ended March 31, 2025, we did not sell any depositary units pursuant to the existing agreement. We continue to have effective Open Market Sale Agreements and Icahn Enterprises may sell its depositary units for up to an additional $47 million in aggregate gross sale proceeds pursuant to its Open Market Sales Agreement entered into November 21, 2022 and up to $400 million in aggregate gross sales proceeds pursuant to its Open Market Sales Agreement entered into August 26, 2024. No assurance can be made that any or all amounts will be sold during the term of the agreements, and we have no obligation to sell additional depositary units under these Open Market Sale Agreements. Depending on market conditions, we may continue to sell depositary units under the Open Market Sale Agreements, and, if appropriate, enter into a new Open Market Sale Agreement to continue our “at-the-market” sales program once we have sold the full amount of our existing Open Market Sale Agreements. 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, 2025, 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 24, 2025, Icahn Enterprises declared a quarterly distribution in the amount of $0.50 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 $75 million, of which $50 million was distributed to Mr. Icahn and his affiliates in April 2025.

On May 5, 2025, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $0.50 per depositary unit, which will be paid on or about June 25, 2025 to depositary unitholders of record at the close of business on May 19, 2025. Depositary unitholders will have until June 12, 2025 to make a timely election to receive either cash or additional depositary units. If a unitholder does not make a timely election, it will automatically be deemed to have elected to receive the distribution in additional depositary units. Depositary unitholders who elect to receive (or who are deemed to have elected to receive) additional depositary units will receive units valued at the volume weighted average trading price of the units during the five consecutive trading days ending June 20, 2025. 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 notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and up to an aggregate of $500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”), in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness. The 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, 2025, the Company has not repurchased any of the Company’s depositary units and the Company has repurchased $269 million worth of senior notes in aggregate under the Repurchase Program. On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the reapproved Program, we are authorized to repurchase up to an additional $500 million worth of our outstanding fixed-rate senior notes, in addition to the approximately $269 million we have already repurchased under the Repurchase Program, and we remain authorized to repurchase up to $500 million of our depositary units, in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness.

### 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.

Our cash held at consolidated affiliated partnerships balance was $0.9 billion as of March 31, 2025 and December 31, 2024. Cash held at consolidated affiliated partnerships relates to our Investment segment and consists of cash and cash equivalents held by the Investment Funds that, although not legally restricted, are not used for the general operating needs of Icahn Enterprises.

Additionally, our Investment segment liquidity is driven by the investment activities and performance of the Investment Funds. As of March 31, 2025, the Investment Funds had a net long notional exposure of 20%. The Investment Funds’ long exposure was 95% (95% long equity) and its short exposure was 74% (70% short equity, 1% short credit and 3% 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, 2025.

Of the Investment Funds’ 95% long exposure, 53% was comprised of the fair value of its long positions and 41% was comprised mostly of single name equity forward and swap contracts. Of the Investment Funds’ 74% short exposure, 23% was comprised of the fair value of its short positions and 51% 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 (53% long exposure) and our short positions that are not notionalized (23% 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 long positions (41% long exposure) and short positions (51% 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) redeemed $208 million from his personal interest in the Investment Funds included in the Investment segment, which was paid to Mr. Icahn and his affiliates on April 16, 2025.

### 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, 2025 | ​ ​ | ​ ​ December 31, 2024 |
| --- | --- | ---: | --- | ---: |
| Energy | ​ | $695 | ​ | $987 |
| Automotive | ​ | 70 | ​ | 133 |
| Food Packaging | ​ | 6 | ​ | 6 |
| Real Estate | ​ | 38 | ​ | 25 |
| Home Fashion | ​ | 3 | ​ | 4 |
| Pharma | ​ | 41 | ​ | 42 |
| ​ | ​ | $853 | ​ | $1,197 |

#### Segment Borrowings and Availability

Segment debt consists of the following:

*(in millions)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ March 31, 2025 | ​ ​ | ​ ​ December 31, 2024 |
| --- | --- | ---: | --- | ---: |
| Energy | ​ | $1,918 | ​ | $1,919 |
| Automotive | ​ | 28 | ​ | 31 |
| Food Packaging | ​ | 136 | ​ | 144 |
| Real Estate | ​ | 1 | ​ | 1 |
| Home Fashion | ​ | 12 | ​ | 15 |
| ​ | ​ | $2,095 | ​ | $2,110 |

Refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for information concerning terms, restrictions and covenants pertaining to our subsidiaries’ debt. As of March 31, 2025, 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, 2025 |
| --- | --- | ---: |
| Energy | ​ | $371 |
| Food Packaging |  | ​ 12 |
| Home Fashion |  | ​ 7 |
| ​ | ​ | $390 |

The above outstanding debt and additional borrowing availability with respect to each of our continued 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:

| ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2025 Net Cash Used In Operating Activities ​ | ​ ​ | ​ ​ Investing Activities | ​ ​ | ​ ​ Financing Activities | ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2024 Net Cash Provided By (Used In) Operating Activities | ​ ​ | ​ ​ Investing Activities | ​ ​ | ​ ​ Financing Activities |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Holding Company | ​ | $(42) | ​ | $15 | ​ | $(51) | ​ | $11 | ​ | $46 | ​ | $49 |
| Investment | ​ | 62 | ​ | — | ​ | — | ​ | (431) | ​ | — | ​ | (6) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Other Operating Segments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Energy | ​ | (195) | ​ | (82) | ​ | (15) | ​ | 177 | ​ | (55) | ​ | (664) |
| Automotive | ​ | (39) | ​ | ​ (24) | ​ | (5) | ​ | (22) | ​ | ​ (15) | ​ | (4) |
| Food Packaging | ​ | (1) | ​ | (7) | ​ | 7 | ​ | (3) | ​ | (2) | ​ | 4 |
| Real Estate | ​ | 33 | ​ | (4) | ​ | (16) | ​ | 10 | ​ | (2) | ​ | 3 |
| Home Fashion | ​ | (1) | ​ | (2) | ​ | 3 | ​ | — | ​ | (1) | ​ | — |
| Pharma | ​ | 1 | ​ | — | ​ | (2) | ​ | 7 | ​ | — | ​ | (15) |
| Other operating segments | ​ | (202) | ​ | (119) | ​ | (28) | ​ | 169 | ​ | (75) | ​ | (676) |
| Total before eliminations | ​ | (182) | ​ | (104) | ​ | (79) | ​ | (251) | ​ | (29) | ​ | (633) |
| Eliminations | ​ | — | ​ | (14) | ​ | 14 | ​ | — | ​ | (46) | ​ | 46 |
| Consolidated | ​ | $(182) | ​ | $(118) | ​ | $(65) | ​ | $(251) | ​ | $(75) | ​ | $(587) |

#### 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, ​ 2025 ​ ​ | ​ ​ | ​ ​ ​ ​ 2024 ​ |
| --- | --- | ---: | --- | ---: |
| Cash payments for interest on senior unsecured notes | ​ | $(49) | ​ | $(16) |
| Interest and dividend income | ​ | 17 | ​ | 24 |
| Net cash receipts for income taxes, net of payments | ​ | — | ​ | 1 |
| Operating transactions with subsidiaries | ​ | (2) | ​ | 13 |
| Operating costs and other | ​ | (8) | ​ | (11) |
| ​ | ​ | $(42) | ​ | $11 |
| **Investing Activities:** | ​ |  | ​ |  |
| Cash from operating segments | ​ | $26 | ​ | $51 |
| Cash to operating segments | ​ | (12) | ​ | (5) |
| Other, net | ​ | ​ 1 | ​ | ​ — |
| ​ | ​ | $15 | ​ | $46 |
| **Financing Activities:** | ​ |  | ​ |  |
| Partnership contributions | ​ | $— | ​ | $50 |
| Payments to acquire additional interests in subsidiaries | ​ | (50) | ​ | — |
| Other financing activities, net | ​ | ​ (1) | ​ | ​ (1) |
| ​ | ​ | $(51) | ​ | $49 |
| Increase in cash and cash equivalents and restricted cash and restricted cash equivalents | ​ | $(78) | ​ | $106 |

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, 2025, this includes cash distributions received from our Real Estate segment of $21 million, cash distributions from our Automotive segment of $3 million and repayments of intercompany loans from our Pharma segment of $2 million. During the three months ended March 31, 2024, this includes cash dividends received from our Energy segment of $33 million, cash distributions from our Real Estate and Investment segments totaling $3 million, and repayments of intercompany loans from our Pharma segment of $15 million.

Cash to operating segments is made up of intercompany loans and contributions to operating segments that are eliminated in consolidation. During the three months ended March 31, 2025, changes in cash to operating segments was mainly attributable to cash paid to our Home Fashion segment of $6 million, Real Estate segment of $5 million and Automotive segment of $1 million. During the three months ended March 31, 2024, this includes cash paid to our Real Estate segment of $5 million.

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

Payments to acquire additional interests in subsidiaries represent payments to acquire additional interests in CVR Energy and CVR Partners of $33 million and $2 million, respectively, and the private placement of Viskase of $15 million.

#### Investment Segment

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

#### Other Operating Segments

| ​ ​ ​ ​ Operating Activities: | ​ ​ ​ | ​ ​ ​ Three Months Ended March 31, 2025 ​ ​ | ​ | ​ ​ 2024 ​ |
| --- | --- | ---: | --- | ---: |
| Net cash flow from operating activities before changes in operating assets and liabilities | ​ | $(25) | ​ | $227 |
| Changes in operating assets and liabilities | ​ | (177) | ​ | (58) |
| ​ | ​ | $(202) | ​ | $169 |
| **Investing Activities:** | ​ |  | ​ |  |
| Capital expenditures | ​ | $(88) | ​ | $(68) |
| Turnaround expenditures | ​ | ​ (43) | ​ | ​ (12) |
| Proceeds from sale of assets | ​ | — | ​ | 2 |
| Proceeds from sale of equity method investments | ​ | ​ 6 | ​ | ​ — |
| Return of equity method investment | ​ | 4 | ​ | 3 |
| Other | ​ | 2 | ​ | — |
| ​ | ​ | $(119) | ​ | $(75) |
| **Financing Activities:** | ​ |  | ​ |  |
| Proceeds from other borrowings | ​ | $— | ​ | $7 |
| Repayments of other borrowings | ​ | ​ (13) | ​ | ​ (607) |
| Dividends and distributions to non-controlling interests | ​ | (12) | ​ | (28) |
| Cash from Holding Company | ​ | 26 | ​ | 5 |
| Cash to Holding Company | ​ | (26) | ​ | (50) |
| Other | ​ | (3) | ​ | (3) |
| ​ | ​ | $(28) | ​ | $(676) |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents | ​ | 1 | ​ | — |
| Decrease (increase) in cash and cash equivalents and restricted cash and restricted cash equivalents | ​ | $(348) | ​ | $(582) |

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, 2025 as compared to the comparable prior year was primarily due to a decrease in the operating results of our Energy segment primarily associated with a decrease in our petroleum business’ margin driven by decreased crack spreads and unfavorable sales volume impacts related to the Coffeyville Refinery 2025 planned turnaround. In addition, operating cash flow at our Energy segment decreased from changes in working capital driven by the Coffeyville Refinery 2025 planned turnaround.

Capital expenditures and turnaround expenditures are primarily from our Energy and Automotive segments and are primarily for maintenance and growth, including the planned maintenance of one of the Energy segment’s 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 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 and contributions between our Holding Company and subsidiaries that are eliminated in consolidation. During the three months ended March 31, 2025, changes in cash to operating segments was mainly attributable to cash paid to our Home Fashion segment of $6 million, Real Estate segment of $5 million, Automotive segment of $1 million, and the Food Packaging private placement of $15 million. During the three months ended March 31, 2024, this includes cash paid to our Real Estate segment of $5 million.

Cash to Holding Company is made up of dividends, distributions, and repayments of intercompany loans that are eliminated in consolidation. During the three months ended March 31, 2025, this includes cash distributions paid from our Real Estate segment of $21 million, cash distributions from our Automotive segment of $3 million and repayments of intercompany loans from our Pharma segment of $2 million. During the three months ended March 31, 2024, this includes cash dividends received 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.

### 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, 2024.

### 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, 2024.

### 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, 2,030 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, 2024.

### 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, 2025, we estimate that in the event of a 10% adverse change in the fair value of these investments, the fair values of securities owned, securities sold, not yet purchased and derivatives would be negatively impacted by approximately $204 million, $90 million and $365 million, respectively. However, as of March 31, 2025, 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 64% in the Investment Funds.

## Controls and procedures

As filed, 1,327 characters.

As of March 31, 2025, 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, 2025 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, 2025 as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, 2024.

Filed May 7, 2025.
Source: SEC EDGAR, the filing index for accession 0001558370-25-006771. Last ingested by Listed: Nov 4, 2026, 06:10 ET. No prices; not investment advice.