ICAHN ENTERPRISES L.P.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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 and associated impacts on global trade has not been significant as of June 30, 2025.

Previous wording

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.

Current wording

We invest our proprietary capital through various private investment funds (“Investment Funds”). As of June 30, 2025 and December 31, 2024, we had investments with a fair market value of approximately $2.4 billion and $2.7 billion, respectively in the Investment Funds. As of June 30, 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 $1.1 billion and $1.5 billion, respectively. As of June 30, 2025, Mr. Icahn and his affiliates have pledged approximately $798 million of interests in the Investment Funds.

Previous wording

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.

Current wording

For the three months ended June 30, 2025 and 2024, our Investment Funds’ returns were (0.5)% and (8.1)%, respectively. For the six months ended June 30, 2025 and 2024, our Investment Funds’ returns were (8.9)% and (8.8)%, 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.

Previous wording

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.

Current wording

The following tables set forth the performance attribution and net income (loss) for the Investment Funds’ returns for the three and six months ended June 30, 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.

Previous wording

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.

Current wording

For the three months ended June 30, 2025, 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 net losses from broad market hedges of $147 million and net losses in the energy sector of $81 million. The positive performance of our Investment segment’s long positions was primarily driven by net gains from the consumer cyclical sector of $144 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, 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

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.

Current wording

Our Energy segment is primarily engaged in the petroleum refining, renewable fuels and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 89% and 92% of our Energy segment’s net sales for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

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.

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 also influenced by the rate at which the processing of Refined Products adjusts to reflect these changes.

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 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.

Current wording

Ongoing and recently proposed changes to the U.S. global trade policy, along with actual and potential international retaliatory measures, have continued to cause volatility in global markets and uncertainty around short and long-term economic impacts in the U.S. and around the globe, including concerns over inflation, recession and slowing growth. In addition, the ongoing Russian/Ukraine war and Middle East conflicts and tensions continue to present significant geopolitical risks with direct implications to 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 and inventory 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

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.

Current wording

Cost of goods sold for our Energy segment decreased by $83 million (4%) for the three months ended June 30, 2025 as compared to the comparable prior year period. The decrease was primarily from our petroleum business, mainly due to planned maintenance at the Coffeyville Refinery. Gross profit for our Energy segment decreased by $122 million for the three months ended June 30, 2025 as compared to the comparable prior year period. Gross margin was (4%) and 2% for the three months ended June 30, 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 of $122 million in the current year, unfavorable sales volume impacts related to the Coffeyville Refinery 2025 planned maintenance and unfavorable derivative impacts of $18 million as compared to the prior year period, offset in part by increased crack spreads.

Previous wording

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.

Current wording

Net sales for our Energy segment decreased by $422 million (11%) for the six months ended June 30, 2025 as compared to the comparable prior year period due to a decrease in our petroleum business’ net sales of $477 million, offset in part by an increase in our renewable business’ net sales of $6 million and an increase in our nitrogen fertilizer business’ net sales by $49 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. Our renewables business’ net sales increased due to higher production and sales volumes coupled with increased biodiesel RIN prices partially offset by the expiration of the blenders tax credit. Our nitrogen fertilizer business’ net sales increased primarily due to favorable urea ammonium nitrate (“UAN”) and ammonia sales volumes and higher pricing.

Previous wording

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:

Current wording

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 has continued investing capital to repurpose these locations for future multi-tenant use. 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 has delayed certain aspects of the ongoing transformation plan and has resulted in reduced cash flows during the anticipated lease-up period. We anticipate in the next phase of the transformation plan, the Real Estate segment will take control of the owned Automotive segment real estate. We believe this will reduce the Automotive Services business’s focus on real estate activities. The Automotive Services business will enter into fair market value lease agreements with the Real Estate segment, which will not impact consolidated cash flows but will result in increased cash outflows from the Automotive segment.

Previous wording

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.

Current wording

Net sales and other revenues from operations for our Automotive segment for the three months ended June 30, 2025 decreased by $13 million (4%) as compared to the comparable prior year period. The decrease was attributable to a decrease in Automotive Services revenues of $8 million (2%) and a decrease in Aftermarket Parts revenues of $5 million (100%), due to the exit of the Aftermarket Parts business. The decrease in Automotive Services revenue was primarily attributable to the strategic closure of select underperforming domestic locations.

Previous wording

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.

Current wording

Cost of goods sold and other expenses from operations for the six months ended June 30, 2025 decreased by $7 million (1%) as compared to the comparable prior year period. The decrease was primarily attributable to lower revenues in Automotive Services. Gross profit for the six months ended June 30, 2025 decreased by $40 million (19%) from the comparable prior year period. Gross margin was 26% and 29% for the six months ended June 30, 2025 and 2024, respectively. The decline in gross margin was primarily due to strategic investments in labor.

Previous wording

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.

Current wording

During the first quarter of 2025, 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. Implementation of the plan may create some interim disruption, but its objective is to maintain global production capability while achieving improved cost structure. The restructuring activities are expected to be substantially completed during the second half of 2025. During the six months ended June 30, 2025, the segment has recognized $5 million of restructuring expenses, which include employee severance costs and facility consolidation expenses, as well as $12 million of asset impairment charges.

Previous wording

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.

Current wording

Net sales for the three months ended June 30, 2025 decreased $8 million (8%) as compared to the comparable prior year period. The decrease was primarily due to lower volumes of $7 million, a decrease in price and product mix of $3 million, offset in part by favorable effects of foreign exchange of $2 million. Cost of goods sold for the three months ended June 30, 2025 decreased $1 million (1%) as compared to the comparable prior year period, primarily due to effects of lower manufacturing performance. Gross margin as a percentage of net sales was 12% and 18% for the three months ended June 30, 2025 and 2024, respectively.

Previous wording

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.

Current wording

Net sales for the six months ended June 30, 2025 decreased $15 million (7%) as compared to the comparable prior year period. The decrease was primarily due to lower volumes of $6 million and a decrease in price of $9 million. offset in party by favorable effects of foreign exchange of $2 million and an increase in price and product mix of $1 million. Cost of goods sold for the six months ended June 30, 2025 decreased $1 million (1%) as compared to the comparable prior year period, primarily due to effects of lower manufacturing performance. Gross margin as a percentage of net sales was 14% and 19% for the three months ended June 30, 2025 and 2024, 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, 2025 and 2024 was primarily derived from the sale of single-family homes and country club 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 a country club. Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations. Results from operations at investment properties and our country clubs are included in other revenues from operations in our consolidated statements of operations. Revenue from our real estate operations for the three and six months ended June 30, 2025 and 2024 was primarily derived from the sale of single-family homes and country club operations.

Previous wording

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.

Current wording

The Real Estate segment is actively marketing certain properties for sale. In November 2024, we entered into an agreement to sell certain leased properties, which is expected to close in the third quarter of 2025. These leased properties generated approximately $3 million in annual revenue. Additionally, in June 2025, we closed on the sale of a country club which resulted in a gain of $47 million. The country club generated approximately $33 million of revenue in the full year of 2024. As a result of this sale, we expect a corresponding reduction in future other revenues from operations on an annualized basis.

Previous wording

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.

Current wording

Net sales for the six months ended June 30, 2025 increased by $3 million (4%) 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 six months ended June 30, 2025 increased by $4 million (7%) compared to the comparable prior year period mostly due to customer mix. Gross margin as a percentage of net sales was 23% and 25% for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

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.

Current wording

Pursuant to previously announced settlement agreements, in 2025, two competitors launched 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. The Pharma

Previous wording

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.

Current wording

Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for each of the three and six months ended June 30, 2025 and 2024.

Previous wording

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.

Current wording

Our consolidated selling, general and administrative costs during the three months ended June 30, 2025 increased by $24 million (13%) as compared to the comparable prior year period. The increase was primarily due to higher costs in the Automotive segment of $14 million mostly related to increased marketing and payroll expenses and the Energy segment of $7 million.

Previous wording

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

Current wording

Our consolidated interest expense during the three months ended June 30, 2025 increased by $1 million (1%) as compared to the comparable prior year period. The increase was primarily due to higher interest expense for our Energy segment of $10 million and in our Holding Company segment of $5 million, offset in part by lower interest expense in our Investment segment of $15 million attributable to changes in short exposure composition.

Previous wording

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.

Current wording

Our consolidated interest expense during the six months ended June 30, 2025 increased by $7 million (3%) as compared to the comparable prior year period. The increase was primarily due to higher interest expense for our Holding Company segment of $13 million and our Energy segment of $12 million, offset in part by lower interest expense in our Investment segment of $34 million attributable to changes in short exposure composition.

Previous wording

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.

Current wording

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 and second quarters 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.

Previous wording

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.

Current wording

As of June 30, 2025, our Holding Company had cash and cash equivalents of approximately $1.1 billion and total debt of approximately $4.7 billion. As of June 30, 2025, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.4 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.

Previous wording

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.

Current wording

As of June 30, 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

Previous wording

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.

Current wording

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 six months ended June 30, 2025, we sold 3,811,992 depositary units pursuant to the Open Market Sale Agreement entered into November 21, 2022. As of June 30, 2025, we continue to have effective Open Market Sale Agreements, and Icahn Enterprises may sell its depositary units for up to an additional $13 million in aggregate gross sale proceeds pursuant to its Open Market Sale 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, subject to the effectiveness of a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission. 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 six months ended June 30, 2025, 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 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.

Current wording

During the six months ended June 30, 2025, Icahn Enterprises declared two quarterly distributions, each 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 these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $151 million, of which $100 million was distributed to Mr. Icahn and his affiliates.

Previous wording

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.

Current wording

On May 9, 2023, the Board of Directors of the 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. On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the reapproved Program, we were reauthorized to repurchase up to $500 million worth of our outstanding fixed-rate senior notes, in addition to the $269 million we repurchased prior to the Board’s reapproval of the Repurchase Program. During the six months ended June 30, 2025, the Company did not repurchase any of the Company’s depositary units under the Repurchase Program and has repurchased $35 million worth of our outstanding fixed-rate senior notes. In July 2025, we repurchased in the open market approximately $15 million aggregate principal amount of our 9.000% senior notes due 2030 for cash paid of $14 million. The repurchased notes were extinguished but were not retired and held in treasury. We remain authorized to repurchase up to $450 million of our senior notes and up to $500 million of our outstanding depositary units, in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness.

Previous wording

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.

Current wording

Our cash held at consolidated affiliated partnerships balance was $691 million and $915 million as of June 30, 2025 and December 31, 2024, respectively. 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.

Previous wording

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.

Current wording

Additionally, our Investment segment liquidity is driven by the investment activities and performance of the Investment Funds. As of June 30, 2025, the Investment Funds had a net long notional exposure of 2%. The Investment Funds’ long exposure was 102% (102% long equity) and its short exposure was 100% (90% short equity, 1% short credit and 9% short commodity). The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at June 30, 2025.

Previous wording

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.

Current wording

Of the Investment Funds’ 102% long exposure, 54% was comprised of the fair value of its long positions and 48% was comprised mostly of single name equity forward and swap contracts. Of the Investment Funds’ 100% short exposure, 28% was comprised of the fair value of its short positions and 72% 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 (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.

Current wording

With respect to both our long positions that are not notionalized (54% long exposure) and our short positions that are not notionalized (28% 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 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.

Current wording

With respect to the notional value of our other long positions (48% long exposure) and short positions (72% 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

Previous wording

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.

Current wording

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 June 30, 2025, all of our subsidiaries were in compliance with all debt covenants. In July 2025, Viskase entered into an amendment to its credit agreement providing for, among other things, a waiver of any events of default relating to financial covenants under the credit agreement for the measurement period ended June 30, 2025, and consenting to the merger of Viskase with Enzon Pharmaceuticals, Inc.

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 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.

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

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.

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, 2025, this includes cash distributions received from our Real Estate segment of $79 million, cash distributions from our Automotive segment of $28 million, repayments of intercompany loans from our Pharma segment of $23 million and a $1 million cash dividend received from CVR Partners. During the six months ended June 30, 2024, this includes cash dividends received from our Energy segment of $67 million, cash distributions from our Real Estate and Investment segments totaling $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.