ICAHN ENTERPRISES L.P. Goodwill & Intangibles Disclosure

11.  Goodwill and Intangible Assets, Net

Goodwill consists of the following:

​

​

​

Intangible assets, net consists of the following:

​

​

Amortization expense associated with definite-lived intangible assets for the years ended December 31, 2025, 2024 and 2023 was $58 million, $57 million and $58 million, respectively. We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets.

The estimated future amortization expense for our definite-lived intangible assets is as follows:

​

​

Impairment of Goodwill

When performing the quantitative analysis for goodwill impairment testing, we base the fair value of our reporting units on consideration of various valuation methodologies, including projecting future cash flows discounted at rates commensurate with the risks involved (“DCF”). Assumptions used in a DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on current plans and for years beyond that plan, the estimates are based on assumed growth rates. We believe that our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in a DCF are based on estimates of the weighted-average cost of capital of a market participant. Such estimates are derived from our analysis of peer companies and consider the industry weighted average return on debt and equity from a market participant perspective.

Automotive

We perform the annual goodwill impairment test for our Automotive segment as of October 1 of each year, or more frequently if impairment indicators exist. On October 1, 2024, we performed a qualitative annual goodwill impairment analysis for our Automotive segment and we determined that it was not more likely than not that the fair value of the Service reporting unit was below its carrying amount and therefore, no impairment is required.

During the third quarter of 2024, we experienced declining sales in our Automotive Services business, due to, among other factors, reduced consumer spending on automotive repairs and maintenance and certain operational challenges, resulting in a reduction in expected future cash flows. This led to a goodwill triggering event during the quarter ended September 30, 2024. Our goodwill impairment testing concluded that no impairment was required at that time.

In October and November of 2025, the Automotive segment transferred $465 million of owned land and buildings to the Real Estate segment. In connection with this transfer the Automotive segment determined the net assets of the company changed materially and therefore a triggering event occurred. The Automotive segment performed a quantitative analysis for goodwill impairment testing and concluded that its fair value exceeded its carrying value and therefore no impairment was recognized. In connection with this analysis the Automotive segment recognized $23 million of impairment of its long-lived assets and $2 million of impairment of its indefinite lived assets. As of

December 31, 2025, our Automotive segment had remaining goodwill of $250 million, which is allocated entirely to its reporting unit.

Impairment of Intangible Assets

In conjunction with our goodwill impairment tests, we also performed a trademarks and brand names impairment analysis in accordance with FASB ASC 350, Intangibles-Goodwill and other. Our impairment analyses compared the fair values of these assets to the related carrying values, and impairment charges should be recorded for any excess of carrying values over fair values. The fair values of these assets were based upon the prospective stream of hypothetical after-tax royalty cost savings discounted at rates that reflect the rates of return appropriate for these intangible assets. The inputs used to determine the fair values of tradenames and trademarks are (i) the projected revenue growth, (ii) the royalty rate, (iii) the discount rate, and (iv) the tax rate. Following this analysis, our Automotive segment recognized no impairment charge in the fourth quarter of 2024 and a $2 million impairment charge in the fourth quarter of 2025.