Related Party Transactions	3 Months Ended
Mar. 31, 2023
Related Party Transactions
Related Party Transactions	4. Related Party Transactions Our second amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act. The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates. Investment Funds As of March 31, 2023 and December 31, 2022, 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 $4.6 billion and $4.9 billion, respectively, representing approximately 53% and 54% of the Investment Funds’ assets under management as of each respective date. During the three months ended March 31, 2023, Mr. Icahn and his affiliates had redemptions of $80 million from the Investment Funds. There were no redemptions in the three months ending March 31, 2022. We pay for expenses pertaining to the operation, administration and investment activities of our Investment segment for the benefit of the Investment Funds (including salaries, benefits and rent). Based on an expense-sharing arrangement, certain expenses borne by us are reimbursed by the Investment Funds. For the three months ended March 31, 2023 and 2022, $3 million and $3 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement. Auto Plus As discussed in Note 3. Subsidiary Bankruptcy and Deconsolidation, Auto Plus was deconsolidated as of January 31, 2023. Subsequent to January 31, 2023, Auto Plus had certain transactions with entities within our Automotive and Real Estate segments. Agreements and transactions include (i) lease agreements between Auto Plus and entities in the Automotive segment in which Auto Plus is the lessee, (ii) lease agreements between Auto Plus and entities in the Automotive segment in which Auto Plus is the lessor, (iii) auto parts purchases of entities in the Automotive segment from Auto Plus, (iv) auto parts sales from entities within the Automotive segment to Auto Plus, and (v) lease agreements between entities in the Real Estate segment and Auto Plus in which Auto Plus is the lessee. For the two months from the date of deconsolidation of January 31, 2023 through March 31, 2023, the total lease revenues of entities within the Automotive segment from leases with Auto Plus was $2 million. Total inventory purchases of entities within the Automotive segment from Auto Plus were $3 million and total net trade accounts payable due to Auto Plus as of March 31, 2023 was $3 million. For the two months from the date of deconsolidation of January 31, 2023 through March 31, 2023, the total lease revenues of entities within the Real Estate segment from Auto Plus were $2 million. Note Receivable from Auto Plus Upon the deconsolidation of Auto Plus, transactions between the Company and Auto Plus are no longer eliminated in consolidation and are treated as related party transactions. As of March 31, 2023, the Company had a related party note receivable from Auto Plus to the Company of $189 million, which is included in related party notes receivable, net in the condensed consolidated balance sheet. Debtor in Possession (“DIP”) Financing In connection with the Auto Plus bankruptcy filing, we entered into a priming, senior secured, super priority debtor-in-possession credit facility with Auto Plus (the “DIP Credit Facility”) on January 31, 2023, under which (i) we agreed to provide new loans in an aggregate amount of up to $75 million and (ii) subject to final approval of the DIP Credit Facility by the Bankruptcy Court, all the loans under our pre-petition credit facility with Auto Plus will be rolled-up and converted into loans under the DIP Credit Facility. As of March 31, 2023, the Company funded $18 million under the DIP Credit Facility, which is included in related party notes receivable, net in the condensed consolidated balance sheet. Other Related Party Agreements On October 1, 2020, we entered into a manager agreement with Brett Icahn, the son of Carl C. Icahn, and affiliates of Brett Icahn. Under the manager agreement, Brett Icahn serves as the portfolio manager of a designated portfolio of assets within the Investment Funds over a seven-year term, subject to veto rights by our Investment segment and Carl C. Icahn. On May 5, 2022, we entered into an amendment to the manager agreement, which allows the Investment Funds to add, from time to time, two additional separately tracked portfolios, in addition to the existing portfolios, which will not be subject to the manager agreement. Additionally, Brett Icahn provides certain other services, at our request, which may entail research, analysis and advice with respect to a separate designated portfolio of assets within the Investment Funds. Subject to the terms of the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one-time lump sum payment as described in and computed pursuant to the manager agreement. Brett Icahn will not be entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement. In accordance with the manager agreement, Brett Icahn will co-invest with the Investment Funds in certain positions, will make cash contributions to the Investment Funds in order to fund such co-investments and will have a special limited partnership interest in the Investment Funds through which the profit and loss attributable to such co-investments will be allocated to him. Brett Icahn did not make contributions in accordance with the manager agreement in the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022 Brett Icahn had investments in the Investment Funds with a total fair market value of $49 million and $50 million, respectively. We also entered into a guaranty agreement with an affiliate of Brett Icahn, pursuant to which we guaranteed the payment of certain amounts required to be distributed by the Investment Funds to such affiliate pursuant to the terms and conditions of the manager agreement.

Related Party Transactions

3 Months Ended

Mar. 31, 2023

4. Related Party Transactions

Our second amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act. The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates.

Investment Funds

As of March 31, 2023 and December 31, 2022, 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 $4.6 billion and $4.9 billion, respectively, representing approximately 53% and 54% of the Investment Funds’ assets under management as of each respective date. During the three months ended March 31, 2023, Mr. Icahn and his affiliates had redemptions of $80 million from the Investment Funds. There were no redemptions in the three months ending March 31, 2022.

We pay for expenses pertaining to the operation, administration and investment activities of our Investment segment for the benefit of the Investment Funds (including salaries, benefits and rent). Based on an expense-sharing arrangement, certain expenses borne by us are reimbursed by the Investment Funds. For the three months ended March 31, 2023 and 2022, $3 million and $3 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement.

Auto Plus

As discussed in Note 3. Subsidiary Bankruptcy and Deconsolidation, Auto Plus was deconsolidated as of January 31, 2023. Subsequent to January 31, 2023, Auto Plus had certain transactions with entities within our Automotive and Real Estate segments. Agreements and transactions include (i) lease agreements between Auto Plus and entities in the Automotive segment in which Auto Plus is the lessee, (ii) lease agreements between Auto Plus and entities in the Automotive segment in which Auto Plus is the lessor, (iii) auto parts purchases of entities in the Automotive segment from Auto Plus, (iv) auto parts sales from entities within the Automotive segment to Auto Plus, and (v) lease agreements between entities in the Real Estate segment and Auto Plus in which Auto Plus is the lessee.

For the two months from the date of deconsolidation of January 31, 2023 through March 31, 2023, the total lease revenues of entities within the Automotive segment from leases with Auto Plus was $2 million. Total inventory purchases of entities within the Automotive segment from Auto Plus were $3 million and total net trade accounts payable due to Auto Plus as of March 31, 2023 was $3 million.

For the two months from the date of deconsolidation of January 31, 2023 through March 31, 2023, the total lease revenues of entities within the Real Estate segment from Auto Plus were $2 million.

Note Receivable from Auto Plus

Upon the deconsolidation of Auto Plus, transactions between the Company and Auto Plus are no longer eliminated in consolidation and are treated as related party transactions. As of March 31, 2023, the Company had a related party note receivable from Auto Plus to the Company of $189 million, which is included in related party notes receivable, net in the condensed consolidated balance sheet.

Debtor in Possession (“DIP”) Financing

In connection with the Auto Plus bankruptcy filing, we entered into a priming, senior secured, super priority debtor-in-possession credit facility with Auto Plus (the “DIP Credit Facility”) on January 31, 2023, under which (i) we agreed to provide new loans in an aggregate amount of up to $75 million and (ii) subject to final approval of the DIP Credit Facility by the Bankruptcy Court, all the loans under our pre-petition credit facility with Auto Plus will be rolled-up and converted into loans under the DIP Credit Facility. As of March 31, 2023, the Company funded $18 million under the DIP Credit Facility, which is included in related party notes receivable, net in the condensed consolidated balance sheet.

Other Related Party Agreements

On October 1, 2020, we entered into a manager agreement with Brett Icahn, the son of Carl C. Icahn, and affiliates of Brett Icahn. Under the manager agreement, Brett Icahn serves as the portfolio manager of a designated portfolio of assets within the Investment Funds over a seven-year term, subject to veto rights by our Investment segment and Carl C. Icahn. On May 5, 2022, we entered into an amendment to the manager agreement, which allows the Investment Funds to add, from time to time, two additional separately tracked portfolios, in addition to the existing portfolios, which will not be subject to the manager agreement. Additionally, Brett Icahn provides certain other services, at our request, which may entail research, analysis and advice with respect to a separate designated portfolio of assets within the Investment Funds. Subject to the terms of the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one-time lump sum payment as described in and computed pursuant to the manager agreement. Brett Icahn will not be entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement. In accordance with the manager agreement, Brett Icahn will co-invest with the Investment Funds in certain positions, will make cash contributions to the Investment Funds in order to fund such co-investments and will have a special limited partnership interest in the Investment Funds through which the profit and loss attributable to such co-investments will be allocated to him. Brett Icahn did not make contributions in accordance with the manager agreement in the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022 Brett Icahn had investments in the Investment Funds with a total fair market value of $49 million and $50 million, respectively. We also entered into a guaranty agreement with an affiliate of Brett Icahn, pursuant to which we guaranteed the payment of

certain amounts required to be distributed by the Investment Funds to such affiliate pursuant to the terms and conditions of the manager agreement.