Icahn Enterprises L.P.

Andrew Tenno, President and CEO, Ted Papapostolo, Chief Financial Officer, and Robert Flint, Chief Accounting Officer. I would now like to hand the call over to Robert Flint, who will read the opening statement.

Thank you, Operator. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements we make in this presentation. including statements regarding our future performance and plans for our businesses and potential acquisitions. Forward-looking statements may be identified by words such as expects, anticipates, intends, plans, believes, seeks, estimates, will, or words of similar meaning and include but are not limited to statements about the expected future business and financial performance of Icon Enterprises LP and its subsidiaries. Actual events, results, and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties, and other factors that are discussed in our filings with the Securities and Exchange Commission, including economic, competitive, legal, and other factors. Accordingly, there's no assurance that our expectations will be realized. We assume no obligation to update or revise any forward-looking statements should circumstances change except as otherwise required by law. This presentation also includes certain non-GAAP financial measures, including adjusted EBITDA. A reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in the back of this presentation. We also present indicative net asset value. Indicative net asset value includes, among other things, changes in the fair value of certain subsidiaries which are not included in our GAAP earnings. All net income and EBITDA amounts we will discuss are attributable to ICON Enterprises unless otherwise specified. I'll now turn it over to Andrew Tino, our Chief Executive Officer.

Thank you, Rob, and good morning, everyone. NAV decreased $223 million from the third quarter of 2024. The two big events during the quarter were the decline in CVR energy and an agreement to sell certain properties in our real estate segment. CVI declined by $286 million in the quarter. As we discussed on the last call, crack spreads weakened in the fourth quarter, and when combined with a large turnaround, led CVI to cut its dividend. In response to what we believed was an attractive investment opportunity, we launched a tender offer and were successful in purchasing 878,000 shares. This is less than we had hoped for, but we will remain price sensitive and monitor conditions going forward. Recently, crack spreads have improved off their lows, which bodes well for CVI. In addition, we are excited that the change in administration may lead to the resolution of our outstanding litigation regarding small refinery exemptions, which has the potential to remove over $300 million or more of liabilities. As a reminder, during the last Trump administration, Winnie Wood received small refinery exemptions. Our real estate segment increased $292 million in the quarter. The increase was due to a combination of a sale of certain properties, which led us to fair value the remaining assets, a change from how we have valued these assets in prior periods. The gap equity attributable to IEP in real estate held steady. The investment funds were down approximately 1.6% for the quarter. The biggest decliner was our investment in Caesars, and the largest gainer were our refinery hedges. We ended the quarter with $1.4 billion of cash and cash equivalents at the holding company and an additional $915 million of cash at the funds. So as Carl likes to say, we have a significant war chest to take advantage of opportunities as they arise. Lastly, the board has maintained the quarterly distribution at 50 cents per depository unit. Now turning to our investment segment. In terms of our top five disclosed names, we see considerable value creation potential. At SWIX, we see a gas utility that is closing its ROE gap to peers and separating a utility services business with significant growth opportunity. We see upside in both the gas utility and the services business. At AEP, we see new management closing its ROE gap, improving regulatory outcomes and benefiting from tremendous growth in electricity demand due to AI-driven data center demand. AEP recently announced the sale of a 20% stake in a portion of its transmission business, which helped to improve the balance sheet and was equivalent to issuing shares at a 70% premium to the then share price. At Caesars, Carl has significant respect for Tom Rigg and what he has accomplished. We believe we are buying a great business with tremendous real estate value, a great management team that is actively buying back shares, and with a growing digital business, all at a free cash flow yield greater than 15%. IFF is a high-quality ingredients company that should see improving organic revenue growth and increasing margins from new management. IFF trades at a significant discount to its peers on EV to EBITDA. At Bausch, we see considerable value both at BHC and BLCO. The funds ended the quarter approximately 22% net long. Adjusting for our refining hedges, the fund was 35% net long. And now I will pass it on to Ted to cover our controlled businesses.

Thank you, Andrew. I will start at our energy segment. Energy segment EBITDA was $99 million for Q4-24 compared to $204 million in Q4-23. This decrease was driven by reduced throughput and lower crack spreads. Q4-24 refining margin per throughput barrel was $8.37 compared to $15.01 in the prior year quarter. The main drivers for the decrease is due to lower crack spreads, and unfavorable market derivative and inventory valuations. Q4-24 renewable margin per vegetable oil throughput gallon was 79 cents compared to a loss of 90 cents in the prior year quarter. The drivers for the increase were lower cost of sales and an increase in the hobo spread. Q4-24 average realized gate prices for UAN declined by 5% to $229 per ton and ammonia increased by 3% to $475 per ton when compared to the prior year quarter. Now turning to our automotive segment. Our automotive business continues to lag compared to prior year results due to the self-inflicted wounds we discussed previously. We have recently announced a permanent CEO who has implemented new initiatives and strategies to remediate the short-term challenges we are currently experiencing. management's plan anticipates these challenges will be resolved and their results to be normalized by the second half of 2025. during the quarter a significant tenant in our automotive real estate portfolio made a strategic decision to exit certain locations we received an early termination payment of 42 million and we have begun marketing these locations to prospective tenants and expect to fill them within the next 24 months We have substantially completed the exit of our aftermarket parts business, which will be completed by the end of Q125. Now turning to our other segments. Real estate Q424 adjusted EBITDA decreased by $5 million compared to the prior year quarter, driven by reduced sales of single family homes. Food packagings adjusted EBITDA at Shibata IEP decreased by $6 million for Q424 as compared to the prior year quarter. Volumes have increased, however, a shift in product mix and lower pricing led to a reduction in net sales. As previously mentioned, there are opportunities to improve efficiency at the plants. However, we do not expect a meaningful impact until we execute a capital plan to modernize equipment and reduce the overall cost structure. Home fashions adjusted EBITDA increased by 2 million as compared to the prior year quarter, mainly driven by lower material costs and improved manufacturing efficiencies. Pharma segments adjusted EBITDA for Q4-24 improved by 1 million as compared to the prior year quarter, mainly due to higher prescription growth. Recently, one of our developmental therapies cleared a significant FDA milestone, and we have begun preparing for clinical trials. Now turning to our liquidity. We maintain liquidity at the holding company and at each of our operating subsidiaries to take advantage of attractive opportunities. As of quarter end, the holding company had cash and investment in the funds of $4.1 billion, and our subsidiaries had cash and revolver availability of $1.5 billion. In summary, we continue to focus on building asset value and maintaining liquidity to enable us to capitalize on opportunities within and outside our existing operating segments. Thank you. Operator, can you please open up the call for questions?

Thank you so much. And as a reminder to our teleaudience, To ask a question, simply press star 11 on your telephone. Then wait for your name to be announced. To remove yourself, press star 11 again.

Please stand by while we compile the Q&A roster. Again, that is star 11 to get in the queue.

One moment for our first question. It comes from the line of Andrew Berg with Post Advisory Group. Please proceed.

Thank you. Yeah, just a couple questions. With respect to the hedge funds, you guys ended with a net notional long of 22%, and I think you said it was 35% X the energy hedges. Can you remind me where you were at the end of the third quarter? Because I think overall the fund was net short 2%. I don't recall what the figure was. X the energy hedges. And are you able to provide any commentary as to what point in the quarter you had flipped that position from being slightly negative to obviously much greater percentage long now?

Yeah. Hey, Andrew. Good morning. So if you look at the hedge fund and you think about some of the hedges that are in there, a lot of them are due to the refining hedges. And if you looked at crack spreads and I guess just in general how the refining hedges traded. When we see crack spreads come down, that's our time to take off some of those hedges. And as crack spreads go up or other refiners go up, that's when we put them back on. So it's just being opportunistic, I'd say.

Okay. So at the end of the third quarter, can you – I don't know if you have it in front of me or we need to follow up afterwards where you were, what that net 2% short was when we take the hedges out where you were?

Yeah, we can follow up right after the call if you'd like.

Okay, great. And then with respect to the real estate segment, you had a pretty significant adjustment to the indicative net asset value for that segment. Can you kind of walk us through what was causing that jump? I know in the footnote it talks about, I guess, some valuation, third-party valuation work, but can you kind of give us a little bit better understanding where that was and how that came about, and what were the underlying drivers for such a significant increase?

Yeah, hey, Andrew. So prior to December 31st, we felt that GAAP book value was a good proxy for indicative asset value for this segment. And what changed in the fourth quarter is we signed an agreement to sell certain properties that far exceeded the book value. So due to this event, we felt that the GAAP book value no longer represents the indicative fair value. So as a result, we marked these properties to the anticipated sales price. And to be consistent for the remaining assets within the segment, we just obtained appraisals and marked those properties accordingly. So that's what you would see the big jump of. The driver is really like 290, but you'll see the actual absolute value is about 300 quarter over quarter.

What was the composition of those properties?

You mean the fair value jump? So the ones we have a sale agreement in place, I would say it's about approximately a $200 million increase due to those properties, and the rest of the portfolio, just broad strokes, is about $90 million.

With some going up and some going down. Yeah, that's the next question.

Was this primarily... were all land or was it retail, office, industrial? I'm just trying to get a better sense, single family home, of what was the underlying assets that were so much higher than where you had them marked.

I think we mentioned on the last call that there was some properties that we were looking at, and I think it's at the press.

Say that again, I'm sorry.

Yeah, we mentioned it on our last call, you know, that we were exploring sale of certain properties. So I think if you were to reference those comments, you'd see where they are.

Okay, I'll go back and look. I don't recall what type of properties those were. Thank you.

Thank you. Again, ladies and gentlemen, if you do have a question, press star 11 to get in the queue.

All right, as I see no further questions in the queue, I will turn it back to Andrew Tano for final remarks.

Thank you. So I'd like to leave with a reminder that here at Icon Enterprises, we are intensely focused on our activism strategy. We have unique advantages, including the Icon brand name and a long history and willingness to wage proxy contests. It is this track record which frequently allows us to be invited to join boards and work cooperatively with our fellow directors to make the key changes that will drive shareholder value. Furthermore, given our balance sheet, liquidity, and permanent capital structure, we have the ability to tender for entire businesses, a tool most simply do not possess. Though our returns can be lumpy and dissatisfying at times, As we continue to focus on our activist efforts at both our investment segment and controlled businesses, we believe they will bear fruit for all unit holders. We'll speak soon. Bye.

Thank you. And with that, we thank you all for participating, and you may now disconnect.