ICAHN ENTERPRISES LP

Previous wording

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.

Current wording

As previously disclosed, we are considering, with CVI, 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, and/or 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.

Previous wording

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,

Current wording

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.

Previous wording

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.

Current wording

We invest our proprietary capital through various private investment funds (“Investment Funds”). As of June 30, 2024 and December 31, 2023, we had investments with a fair market value of approximately $2.9 billion and $3.2 billion, respectively in the Investment Funds. As of June 30, 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 $1.9 billion and $2.1 billion, respectively.

Previous wording

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.

Current wording

respectively. Our Investment Funds’ returns represent a weighted-average composite of the average returns, net of expenses.

Previous wording

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.

Current wording

For the three months ended June 30, 2024, the Investment Funds’ negative performance was primarily driven by net losses in long positions, which includes the impact of derivatives, 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 and energy sectors of $861 million. The positive performance of our Investment segment’s short positions was driven by net gains in the energy sector of $485 million.

Previous wording

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.

Current wording

For the three months ended June 30, 2023, the Investment Funds’ negative performance was primarily driven by net losses in long positions. The negative performance of our Investment segment’s long positions was driven primarily by losses from one consumer, cyclical investment of $110 million, one healthcare sector investment of $104 million and the aggregate performance of long positions with net losses across various sectors of $93 million. The negative performance of our Investment segment’s short positions was driven by the negative performance of short broad market hedges of $253 million.

Previous wording

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.

Current wording

Our Energy segment is primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 93% and 91% of our Energy segment’s net sales for the six months ended June 30, 2024 and 2023, respectively.

Previous wording

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

Current wording

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.

Previous wording

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.

Current wording

Net sales for our Energy segment decreased by $271 million (12%) for the three months ended June 30, 2024 as compared to the comparable prior year period due to a decrease in our petroleum business’ net sales, which decreased $221 million, as well as a decrease in our nitrogen fertilizer business’ net sales by $50 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 along with fewer sales as a result of the Wynnewood Refinery fire 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 in the current period.

Previous wording

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.

Current wording

Cost of goods sold for our Energy segment decreased by $68 million (3%) for the three months ended June 30, 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, offset in part by a decline in RFS expense of $51 million which includes a favorable RINs liability revaluation of $2 million and a favorable derivatives impact of $20 million in the current period compared to losses in the three months ended June 30, 2023. Gross margin for our Energy segment decreased by $203 million for the three months ended June 30, 2024 as compared to the comparable prior year period. Gross margin as a percentage of net sales was 2% and 11% for the three months ended June 30, 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.

Previous wording

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.

Current wording

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 and six months ended June 30, 2024 and

Previous wording

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

Current wording

Net sales and other revenues from operations for our Automotive segment for the six months ended June 30, 2024 decreased by $116 million (14%) as compared to the comparable prior year period. The decrease was attributable to a decrease in Aftermarket Parts sales of $74 million (80%), mainly 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 of $42 million (6%), mainly due to reduced consumer spending on automotive repairs and maintenance.

Previous wording

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.

Current wording

Cost of goods sold and other expenses from operations for the six months ended June 30, 2024 decreased by $82 million (14%) as compared to the comparable prior year period. The decrease was primarily driven by decreased aftermarket parts sales related to the deconsolidation of Auto Plus, in addition to cost reduction efforts and lower net sales mainly related to reduced consumer spending on automotive repairs and maintenance at our Automotive Services business. Gross margin on net sales and other revenue from operations for the six months ended June 30, 2024 decreased by $34 million (14%) from the comparable prior year period. Gross margin as a percentage of net sales and other revenue from operations was 29% and 29% for the six months ended June 30, 2024 and 2023, respectively.

Previous wording

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.

Current wording

Net sales for the three months ended June 30, 2024 decreased $12 million (10%) as compared to the comparable prior year period. The decrease was primarily due to a decrease of $7 million in price and product mix and lower volumes of $5 million. Cost of goods sold for the three months ended June 30, 2024 decreased $4 million (4%) 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 18% and 23% for the three months ended June 30, 2024 and 2023, respectively.

Previous wording

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.

Current wording

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 June 30, 2024 and 2023 was primarily derived from country club and resort operations. Revenue from our real estate operations for the six months ended June 30, 2024 and 2023 was primarily derived from the sale of single-family homes and resort operations.

Previous wording

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.

Current wording

Net sales for the three months ended June 30, 2024 decreased by $3 million (23%) as compared to the comparable prior year period primarily due to the decrease in single-family home sales as inventory is almost sold out in one country club, while the second country club is ramping up its development with sales expected to commence at the end of 2024 to early 2025. Cost of goods sold for the three months ended June 30, 2024 decreased $1 million (13%) 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 30% and 38% for the three months ended June 30, 2024 and 2023, respectively.

Previous wording

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.

Current wording

Other revenues from operations for the six months ended June 30, 2024 was flat as compared to the comparable prior year period. Other expenses from operations for the six months ended June 30, 2024 increased by $1 million (3%) compared to the prior year period.

Previous wording

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.

Current wording

Net sales for the three months ended June 30, 2024 decreased by $2 million (4%) as compared to the comparable prior year period mostly due to lower demand from our retail and international businesses. Cost of goods sold for the three months ended June 30, 2024 decreased by $2 million (6%) 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 24% for the three months ended June 30, 2024 and 2023, respectively.

Previous wording

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

Current wording

Our Pharma segment derives revenues primarily from the sale of its products directly to customers, wholesalers and pharmacies. Pursuant to previously announced settlement agreements, at the end of 2024 a competitor, 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.

Previous wording

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.

Current wording

Net sales for the six months ended June 30, 2024 increased by $6 million (14%) compared to the comparable prior year period primarily due to higher prescription growth resulting in increased sales. Cost of goods sold for the six months ended June 30, 2024 increased $2 million (8%) compared to the prior year period due to increased sales. Gross margin as a percentage of net sales was 43% and 40% for the six months ended June 30, 2024 and 2023, respectively.

Previous wording

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.

Current wording

Our Holding Company’s results of operations primarily reflect the loss on deconsolidation of one of its subsidiaries, credit loss on its related party note receivable, and interest expense on its senior unsecured notes for each of the three and six months ended June 30, 2024 and 2023.

Previous wording

** **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.

Current wording

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

Previous wording

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.

Current wording

Our consolidated selling, general and administrative costs during the six months ended June 30, 2024 decreased by $68 million (15%) 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 six months ended June 30, 2023.

Previous wording

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.

Current wording

Our consolidated interest expense during the six months ended June 30, 2024 decreased by $14 million (5%) as compared to the comparable prior year period. The decrease was primarily due to lower interest expense for our Investment segment of $39 million attributable to changes in short exposure. The decrease was offset in part by higher interest expense in our Energy segment of $14 million, mainly due to the refinancing of bonds at higher interest rates than the comparative period.

Previous wording

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.

Current wording

As of June 30, 2024, our Holding Company had cash and cash equivalents of approximately $1.5 billion and total debt of approximately $4.9 billion. As of June 30, 2024, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.9 billion. We may redeem our direct investment in the Investment Funds upon notice. See “Investment Segment Liquidity,” including under “Investment Funds Distributions and 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.

Previous wording

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

Current wording

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.

Previous wording

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.

Current wording

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. During the second quarter, the 6.375% senior notes due 2026 became callable without a premium. Additionally, each of the 5.250% seniors notes due 2027, the 4.375% 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 these 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.

Previous wording

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.

Current wording

As of June 30, 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 June 30, 2024, based on covenants in

Previous wording

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.

Current wording

During the three months ended June 30, 2024, we sold 2,798,377 depositary units pursuant to the Open Market Sale Agreement, resulting in gross proceeds of $49 million. During the six months ended June 30, 2024, we sold 5,573,986 depositary units pursuant to the Open Market Sale Agreement, resulting in gross proceeds of $99 million. We continue to have an Open Market Sale Agreement and Icahn Enterprises may sell its depositary units for up to an additional $51 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 six months ended June 30, 2024, there can be no assurance that any future capital will be available on acceptable terms or at all under this program.

Previous wording

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.

Current wording

During the six months ended June 30, 2024, Icahn Enterprises declared two quarterly distributions, each 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 these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $203 million, of which $115 million was distributed to Mr. Icahn and his affiliates.

Previous wording

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.

Current wording

Additionally, our Investment segment liquidity is driven by the investment activities and performance of the Investment Funds. As of June 30, 2024, the Investment Funds had a net short notional exposure of 16%. The Investment Funds’ long exposure was 83% (82% long equity and 1% long credit) and its short exposure was 99% (85% short equity, 10% short credit and 4% 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 June 30, 2024.

Previous wording

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.

Current wording

Of the Investment Funds’ 83% long exposure, 46% was comprised of the fair value of its long positions and 37% was comprised mostly of single name equity forward and swap contracts. Of the Investment Funds’ 99% short exposure, 44% was comprised of the fair value of its short positions (with certain adjustments) and 55% was comprised mostly of short broad market index swap derivative contracts, short credit default swap contracts and short commodity contracts.

Previous wording

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.

Current wording

With respect to both our long positions that are not notionalized (46% long exposure) and our short positions that are not notionalized (44% 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.

Previous wording

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.

Current wording

With respect to the notional value of our other long positions (37% long exposure) and short positions (55% 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.

Previous wording

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.

Current wording

Mr. Icahn and his affiliates (excluding us and Brett Icahn) made no redemptions from the Investment Funds during the six months ended June 30, 2024, and redeemed $1.5 billion from his personal interests in the Investment Funds included in the Investment segment in the six months ended June 30, 2023. As of June 30, 2024 and December 31, 2023, the total fair market value of investments in the Investment Funds owned by the Company was approximately $2.9 billion and $3.2 billion, respectively, representing approximately 60% of the Investment Funds’ assets under management as of each respective date.

Previous wording

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.

Current wording

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 six months ended June 30, 2024.

Previous wording

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

Current wording

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.

Previous wording

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.

Current wording

The decrease in interest payments for the six months ended June 30, 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, on which we paid interest of $26 million in the six months ended June 30, 2023.

Previous wording

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.

Current wording

Cash from operating segments is made up of dividends, distributions, and repayments of intercompany loans that are eliminated in consolidation. During the six months ended June 30, 2024, this includes cash dividends received from our Energy segment of $67 million, cash distributions received from our Real Estate segment of $16 million, cash distributions from our Automotive segment of $6 million and Investment segment of $1 million, and repayments of intercompany loans from our Pharma segment of $15 million. During the six months ended June 30, 2023, this includes cash dividends received from our Energy segment of $71 million and cash distributions from our Real Estate segment of $5 million.

Previous wording

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.

Current wording

Cash to operating segments is made up of intercompany loans and contributions to operating segments that are eliminated in consolidation. During the six months ended June 30, 2024, changes in cash to operating segments was mainly attributable to cash paid to our Automotive segment of $37 million, Real Estate segment of $11 million and Home Fashion