UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September~~June 30, ~~2017~~2018



(Commission File Number)	(Exact Name of Registrant as Specified in Its Charter) (Address of Principal Executive Offices) (Zip Code) (Telephone Number)	(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
1-9516	ICAHN ENTERPRISES L.P.	Delaware	13-3398766
	767 Fifth Avenue, Suite 4700 New York, NY 10153 (212) 702-4300

333-118021-01	ICAHN ENTERPRISES HOLDINGS L.P.	Delaware	13-3398767
	767 Fifth Avenue, Suite 4700 New York, NY 10153 (212) 702-4300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Icahn Enterprises L.P. Yes x No o Icahn Enterprises Holdings L.P. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Icahn Enterprises L.P. Yes x No o Icahn Enterprises Holdings L.P. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check One):



Icahn Enterprises L.P.		Icahn Enterprises Holdings L.P.
Large Accelerated Filer x	Accelerated Filer o	Large Accelerated Filer o	Accelerated Filer o
Non-accelerated Filer o	Smaller Reporting Company o	Non-accelerated Filer x	Smaller Reporting Company o
Emerging Growth Company o		Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Icahn Enterprises L.P. Yes o No x Icahn Enterprises Holdings L.P. Yes o No x

As of ~~November 3, 2017,~~August 2, 2018, there were ~~169,083,315~~182,190,734 of Icahn Enterprises' depositary units outstanding.

ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES HOLDINGS L.P.

TABLE OF CONTENTS

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q (this "Report") is a joint report being filed by Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P. Each registrant hereto is filing on its own behalf all of the information contained in this Report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

FORWARD-LOOKING STATEMENTS

This Report contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("the Exchange Act"), or by Public Law 104-67. All statements included in this Report, other than statements that relate solely to historical fact, are “forward-looking statements.” Such statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events, or any statement that may relate to strategies, plans or objectives for, or potential results of, future operations, financial results, financial condition, business prospects, growth strategy or liquidity, and are based upon management’s current plans and beliefs or current estimates of future results or trends. Forward-looking statements can generally be identified by phrases such as “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “predicts,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “could,” “designed,” “should be” and other similar expressions that denote expectations of future or conditional events rather than statements of fact.

Forward-looking statements include certain statements made under the caption, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under Part I, Item 2 of this Report, but also forward-looking statements that appear in other parts of this Report. Forward-looking statements reflect our current views with respect to future events and are based on certain assumptions and are subject to risks and uncertainties that could cause our actual results to differ materially from trends, plans, or expectations set forth in the forward-looking statements. These risks and uncertainties may include the risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2017 and those set forth in this Report, including under the caption "Risk Factors," under Part II, Item 1A of this Report. Additionally, there may be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ materially from the forward-looking statements.

ii1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except unit amounts)

September 30, 2017 December 31, 2016
ASSETS (Unaudited)
Cash and cash equivalents $ 2,038
$ 1,833
Cash held at consolidated affiliated partnerships and restricted cash 999
804
Investments 9,748
9,881
Due from brokers 1,006
1,482
Accounts receivable, net 1,853
1,609
Inventories, net 3,256
2,983
Property, plant and equipment, net 9,631
10,122
Goodwill 1,199
1,136
Intangible assets, net 1,072
1,116
Assets held for sale 410
1,366
Other assets 1,605
1,039
Total Assets $ 32,817
$ 33,371
LIABILITIES AND EQUITY
Accounts payable $ 2,093
$ 1,765
Accrued expenses and other liabilities 3,566
3,034
Deferred tax liability 1,678
1,613
Securities sold, not yet purchased, at fair value 1,258
1,139
Due to brokers 603
3,725
Post-retirement benefit liability 1,210
1,180
Liabilities held for sale 13
1,779
Debt 11,198
11,119
Total liabilities 21,619
25,354

Commitments and contingencies (Note 16)

Equity:
Limited partners: Depositary units: 169,083,315 units issued and outstanding at September 30, 2017 and 144,741,149 units issued and outstanding at December 31, 2016 5,026
2,448
General partner (242 ) (294 )
Equity attributable to Icahn Enterprises 4,784
2,154
Equity attributable to non-controlling interests 6,414
5,863
Total equity 11,198
8,017
Total Liabilities and Equity $ 32,817
$ 33,371

~~See notes to condensed consolidated financial statements.~~

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(In millions, except per unit amounts)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Revenues: (Unaudited)
Net sales $ 4,292
$ 3,904
$ 12,893
$ 11,546
Other revenues from operations 427
537
1,389
1,506
Net income (loss) from investment activities 420
418
604
(826 )
Interest and dividend income 37
27
99
97
Gain (loss) on disposition of assets, net 446
(1 ) 1,966
10
Other income, net 58
14
60
43
5,680
4,899
17,011
12,376
Expenses:
Cost of goods sold 3,679
3,378
11,094
9,949
Other expenses from operations 254
342
786
902
Selling, general and administrative 633
603
1,883
1,736
Restructuring, net 5
8
14
29
Impairment 5
93
82
670
Interest expense 207
222
648
665
4,783
4,646
14,507
13,951
Income (loss) before income tax expense 897
253
2,504
(1,575 )
Income tax expense (68 ) (15 ) (110 ) (81 )
Net income (loss) 829
238
2,394
(1,656 )
Less: net income (loss) attributable to non-controlling interests 232
254
262
(734 )
Net income (loss) attributable to Icahn Enterprises $ 597
$ (16 ) $ 2,132
$ (922 )

Net income (loss) attributable to Icahn Enterprises allocable to:
Limited partners $ 586
$ (16 ) $ 2,090
$ (904 )
General partner 11
—
42
(18 )
$ 597
$ (16 ) $ 2,132
$ (922 )

Basic and diluted income (loss) per LP unit $ 3.53
$ (0.12 ) $ 13.23
$ (6.70 )
Basic and diluted weighted average LP units outstanding 166
139
158
135
Cash distributions declared per LP unit $ 1.50
$ 1.50
$ 4.50
$ 4.50



	June 30, 2018			December 31, 2017
ASSETS	(Unaudited)
Cash and cash equivalents	$	875		$	1,264
Cash held at consolidated affiliated partnerships and restricted cash	350			766
Investments	8,706			10,038
Due from brokers	334			506
Accounts receivable, net	682			612
Inventories, net	1,951			1,805
Property, plant and equipment, net	6,253			6,364
Goodwill	336			334
Intangible assets, net	521			544
Assets held for sale	8,869			8,790
Other assets	1,313			778
Total Assets	$	30,190		$	31,801
LIABILITIES AND EQUITY
Accounts payable	$	984		$	1,001
Accrued expenses and other liabilities	1,009			1,033
Deferred tax liability	896			924
Unrealized loss on derivative contracts	460			1,275
Securities sold, not yet purchased, at fair value	368			1,023
Due to brokers	—			1,057
Liabilities held for sale	6,145			6,202
Debt	7,880			7,918
Total liabilities	17,742			20,433

Commitments and contingencies (Note 16)

Equity:
Limited partners: Depositary units: 182,190,734 units issued and outstanding at June 30, 2018 and 173,564,307 units issued and outstanding at December 31, 2017	5,645			5,341
General partner	(229		)	(235		)
Equity attributable to Icahn Enterprises	5,416			5,106
Equity attributable to non-controlling interests	7,032			6,262
Total equity	12,448			11,368
Total Liabilities and Equity	$	30,190		$	31,801

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per unit amounts)



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Revenues:	(Unaudited)
Net sales	$	2,919		$	2,332		$	5,356		$	4,704
Other revenues from operations	210			265			406			524
Net gain from investment activities	409			314			842			184
Interest and dividend income	37			32			63			60
(Loss) gain on disposition of assets, net	(4		)	1,523			—			1,523
Other income (loss), net	7			(1		)	66			(31		)
	3,578			4,465			6,733			6,964
Expenses:
Cost of goods sold	2,510			2,068			4,601			4,120
Other expenses from operations	162			172			313			325
Selling, general and administrative	352			307			697			622
Restructuring, net	1			2			3			2
Impairment	7			69			7			76
Interest expense	125			177			277			361
	3,157			2,795			5,898			5,506
Income from continuing operations before income tax benefit (expense)	421			1,670			835			1,458
Income tax benefit (expense)	12			(3		)	(14		)	5
Income from continuing operations	433			1,667			821			1,463
Income from discontinued operations	155			58			190			102
Net income	588			1,725			1,011			1,565
Less: net income attributable to non-controlling interests	279			172			565			30
Net income attributable to Icahn Enterprises	$	309		$	1,553		$	446		$	1,535

Net income attributable to Icahn Enterprises from:
Continuing operations	$	164		$	1,502		$	272		$	1,450
Discontinued operations	145			51			174			85
	$	309		$	1,553		$	446		$	1,535
Net income attributable to Icahn Enterprises allocable to:
Limited partners	$	303		$	1,522		$	437		$	1,504
General partner	6			31			9			31
	$	309		$	1,553		$	446		$	1,535
Basic and diluted income per LP unit:
Continuing operations	$	0.90		$	9.20		$	1.52		$	9.23
Discontinued operations	0.80			0.31			0.96			0.54
	$	1.70		$	9.51		$	2.48		$	9.77
Basic and diluted weighted average LP units outstanding	178			160			176			154
Cash distributions declared per LP unit	$	1.75		$	1.50		$	3.50		$	3.00

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(Unaudited)
Net income (loss) $ 829
$ 238
$ 2,394
$ (1,656 )
Other comprehensive income (loss), net of tax:
Post-employment benefits 7
7
17
17
Hedge instruments (4 ) 1
(1 ) 2
Translation adjustments and other (1 ) 3
107
(10 )
Other comprehensive income, net of tax 2
11
123
9
Comprehensive income (loss) 831
249
2,517
(1,647 )
Less: Comprehensive income (loss) attributable to non-controlling interests 235
257
274
(727 )
Comprehensive income (loss) attributable to Icahn Enterprises $ 596
$ (8 ) $ 2,243
$ (920 )

Comprehensive income (loss) attributable to Icahn Enterprises allocable to:
Limited partners $ 584
$ (8 ) $ 2,198
$ (902 )
General partner 12
—
45
(18 )
$ 596
$ (8 ) $ 2,243
$ (920 )



	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
	(Unaudited)
Net income	$	588		$	1,725	$	1,011		$	1,565
Other comprehensive income (loss), net of tax:
Post-retirement benefits	6			5		17			10
Hedge instruments	(1		)	3		(2		)	3
Translation adjustments and other	(108		)	13		(75		)	108
Other comprehensive (loss) income, net of tax	(103		)	21		(60		)	121
Comprehensive income	485			1,746		951			1,686
Less: Comprehensive income attributable to non-controlling interests	270			175		559			39
Comprehensive income attributable to Icahn Enterprises	$	215		$	1,571	$	392		$	1,647

Comprehensive income attributable to Icahn Enterprises allocable to:
Limited partners	$	211		$	1,540	$	384		$	1,614
General partner	4			31		8			33
	$	215		$	1,571	$	392		$	1,647

Accumulated other comprehensive loss was $~~1,461~~1,471 million and $~~1,584~~1,411 million at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(In millions, Unaudited)


	Equity Attributable to Icahn Enterprises															Equity Attributable to Icahn Enterprises
	General Partner's (Deficit) Equity			Limited Partners' Equity			Total Partners' Equity			Non-controlling Interests			Total Equity			General Partner's (Deficit) Equity			Limited Partners' Equity			Total Partners' Equity			Non-controlling Interests			Total Equity
Balance, December 31, 2016	$	(294	)	$	2,448		$	2,154		$	5,863		$	8,017
Balance, December 31, 2017																$	(235	)	$	5,341		$	5,106		$	6,262		$	11,368
Net income	42			2,090			2,132			262			2,394			9			437			446			565			1,011
Other comprehensive income	3			108			111			12			123
Other comprehensive loss																(1		)	(53		)	(54		)	(6		)	(60		)
Partnership distributions	(1		)	(60		)	(61		)	—			(61		)	(1		)	(47		)	(48		)	—			(48		)
Partnership contributions	12			600			612			—			612
Investment segment contributions	—			—			—			600			600			—			—			—			280			280
Dividends and distributions to non-controlling interests in subsidiaries	—			—			—			(38		)	(38		)	—			—			—			(78		)	(78		)
Cumulative effect adjustment from adoption of accounting principle	(1		)	(46		)	(47		)	—			(47		)	(1		)	(28		)	(29		)	—			(29		)
Changes in subsidiary equity and other	(3		)	(114		)	(117		)	(285		)	(402		)	—			(5		)	(5		)	9			4
Balance, September 30, 2017	$	(242	)	$	5,026		$	4,784		$	6,414		$	11,198
Balance, June 30, 2018																$	(229	)	$	5,645		$	5,416		$	7,032		$	12,448


	Equity Attributable to Icahn Enterprises															Equity Attributable to Icahn Enterprises
	General Partner's (Deficit) Equity			Limited Partners' Equity			Total Partners' Equity			Non-controlling Interests			Total Equity			General Partner's (Deficit) Equity			Limited Partners' Equity			Total Partners' Equity			Non-controlling Interests			Total Equity
Balance, December 31, 2015	$	(257	)	$	4,244		$	3,987		$	6,046		$	10,033
Net loss	(18		)	(904		)	(922		)	(734		)	(1,656		)
Balance, December 31, 2016																$	(294	)	$	2,448		$	2,154		$	5,863		$	8,017
Net income																31			1,504			1,535			30			1,565
Other comprehensive income	—			2			2			7			9			2			110			112			9			121
Partnership distributions	(2		)	(79		)	(81		)	—			(81		)	(1		)	(39		)	(40		)	—			(40		)
Partnership contributions	1			—			1			—			1			12			600			612			—			612
Investment segment contributions	—			—			—			505			505			—			—			—			600			600
Investment segment distributions	—			—			—			(7		)	(7		)
Dividends and distributions to non-controlling interests in subsidiaries	—			—			—			(74		)	(74		)	—			—			—			(24		)	(24		)
LP Unit issuance	—			35			35			—			35
Cumulative effect adjustment from adoption of accounting principle																(1		)	(46		)	(47		)	—			(47		)
Changes in subsidiary equity and other	(11		)	(523		)	(534		)	567			33			(2		)	(93		)	(95		)	(179		)	(274		)
Balance, September 30, 2016	$	(287	)	$	2,775		$	2,488		$	6,310		$	8,798
Balance, June 30, 2017																$	(253	)	$	4,484		$	4,231		$	6,299		$	10,530

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)


	Nine Months Ended September 30,						Six Months Ended June 30,
	2017			2016			2018			2017
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	2,394		$	(1,656	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Net income							$	1,011		$	1,565
Adjustments to reconcile net income to net cash used in operating activities:
Income from discontinued operations							(190		)	(102		)
Net gain from securities transactions	(1,852		)	(257		)	(834		)	(1,064		)
Purchases of securities	(704		)	(1,440		)	(3,064		)	(613		)
Proceeds from sales of securities	2,292			6,863			5,217			1,841
Purchases to cover securities sold, not yet purchased	(692		)	(227		)	(1,119		)	(220		)
Proceeds from securities sold, not yet purchased	1,222			589			485			1,222
Changes in receivables and payables relating to securities transactions	(2,702		)	(5,087		)	(1,425		)	(2,904		)
Gain on disposition of assets, net	(1,966		)	(10		)	—			(1,523		)
Depreciation and amortization	759			753			262			274
Impairment	82			670			7			76
Equity earnings from non-consolidated affiliates	(53		)	(48		)
Deferred taxes	7			—			8			(7		)
Other, net	24			80			19			47
Changes in cash held at consolidated affiliated partnerships and restricted cash	(196		)	583
Changes in other operating assets and liabilities	276			509
Net cash (used in) provided by operating activities	(1,109		)	1,322
Changes in operating assets and liabilities							(1,091		)	186
Net cash used in operating activities from continuing operations							(714		)	(1,222		)
Net cash provided by operating activities from discontinued operations							228			285
Net cash used in operating activities							(486		)	(937		)
Cash flows from investing activities:
Capital expenditures	(692		)	(615		)	(144		)	(232		)
Acquisition of businesses, net of cash acquired	(105		)	(1,045		)	(10		)	(49		)
Purchase of additional interests in consolidated subsidiaries	(349		)	(2		)	—			(254		)
Proceeds from disposition of assets	1,461			20			20			1,226
Purchases of investments	(5		)	(97		)
Proceeds from sale of investments	11			66
Other, net	13			6			(6		)	5
Net cash provided by (used in) investing activities	334			(1,667		)
Net cash (used in) provided by investing activities from continuing operations							(140		)	696
Net cash used in investing activities from discontinued operations							(255		)	(181		)
Net cash (used in) provided by investing activities							(395		)	515
Cash flows from financing activities:
Investment segment contributions from non-controlling interests	600			505			280			600
Investment segment distributions to non-controlling interests	—			(7		)
Partnership contributions	612			1			—			612
Partnership distributions	(61		)	(81		)	(48		)	(40		)
Proceeds from offering of subsidiary equity							6			—
Dividends and distributions to non-controlling interests in subsidiaries	(38		)	(74		)	(64		)	(24		)
Proceeds from Holding Company senior unsecured notes	1,190			—			—			1,195
Repayments of Holding Company senior unsecured notes	(1,175		)	—			—			(1,175		)
Proceeds from subsidiary borrowings	2,369			1,905			586			566
Repayments of subsidiary borrowings	(2,606		)	(1,959		)	(625		)	(641		)
Other, net	(33		)	(11		)	(21		)	1
Net cash provided by financing activities from continuing operations							114			1,094
Net cash used in financing activities from discontinued operations							(58		)	(21		)
Net cash provided by financing activities	858			279			56			1,073
Effect of exchange rate changes on cash and cash equivalents	5			(22		)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents							(1		)	1
Add back decrease in cash of assets held for sale	117			12			21			60
Net increase (decrease) in cash and cash equivalents	205			(76		)
Cash and cash equivalents, beginning of period	1,833			2,078
Cash and cash equivalents, end of period	$	2,038		$	2,002
Net (decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents							(805		)	712
Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period							2,030			2,097
Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period							$	1,225		$	2,809

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

September 30, 2017 December 31, 2016
ASSETS (Unaudited)
Cash and cash equivalents $ 2,038
$ 1,833
Cash held at consolidated affiliated partnerships and restricted cash 999
804
Investments 9,748
9,881
Due from brokers 1,006
1,482
Accounts receivable, net 1,853
1,609
Inventories, net 3,256
2,983
Property, plant and equipment, net 9,631
10,122
Goodwill 1,199
1,136
Intangible assets, net 1,072
1,116
Assets held for sale 410
1,366
Other assets 1,635
1,067
Total Assets $ 32,847
$ 33,399
LIABILITIES AND EQUITY
Accounts payable $ 2,093
$ 1,765
Accrued expenses and other liabilities 3,566
3,034
Deferred tax liability 1,678
1,613
Securities sold, not yet purchased, at fair value 1,258
1,139
Due to brokers 603
3,725
Post-retirement benefit liability 1,210
1,180
Liabilities held for sale 13
1,779
Debt 11,202
11,122
Total liabilities 21,623
25,357

Commitments and contingencies (Note 16)

Equity:
Limited partner 5,101
2,496
General partner (291 ) (317 )
Equity attributable to Icahn Enterprises Holdings 4,810
2,179
Equity attributable to non-controlling interests 6,414
5,863
Total equity 11,224
8,042
Total Liabilities and Equity $ 32,847
$ 33,399

~~See notes to condensed consolidated financial statements.~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(In millions)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Revenues: (Unaudited)
Net sales $ 4,292
$ 3,904
$ 12,893
$ 11,546
Other revenues from operations 427
537
1,389
1,506
Net income (loss) from investment activities 420
418
604
(826 )
Interest and dividend income 37
27
99
97
Gain on disposition of assets, net 446
(1 ) 1,966
10
Other income, net 58
14
60
43
5,680
4,899
17,011
12,376
Expenses:
Cost of goods sold 3,679
3,378
11,094
9,949
Other expenses from operations 254
342
786
902
Selling, general and administrative 633
603
1,883
1,736
Restructuring, net 5
8
14
29
Impairment 5
93
82
670
Interest expense 207
222
647
664
4,783
4,646
14,506
13,950
Income (loss) before income tax expense 897
253
2,505
(1,574 )
Income tax expense (68 ) (15 ) (110 ) (81 )
Net income (loss) 829
238
2,395
(1,655 )
Less: net income (loss) attributable to non-controlling interests 232
254
262
(734 )
Net income (loss) attributable to Icahn Enterprises Holdings $ 597
$ (16 ) $ 2,133
$ (921 )

Net income (loss) attributable to Icahn Enterprises Holdings allocable to:
Limited partner $ 591
$ (16 ) $ 2,112
$ (912 )
General partner 6
—
21
(9 )
$ 597
$ (16 ) $ 2,133
$ (921 )



	June 30, 2018			December 31, 2017
ASSETS	(Unaudited)
Cash and cash equivalents	$	875		$	1,264
Cash held at consolidated affiliated partnerships and restricted cash	350			766
Investments	8,706			10,038
Due from brokers	334			506
Accounts receivable, net	682			612
Inventories, net	1,951			1,805
Property, plant and equipment, net	6,253			6,364
Goodwill	336			334
Intangible assets, net	521			544
Assets held for sale	8,869			8,790
Other assets	1,345			810
Total Assets	$	30,222		$	31,833
LIABILITIES AND EQUITY
Accounts payable	$	984		$	1,001
Accrued expenses and other liabilities	1,009			1,033
Deferred tax liability	896			924
Unrealized loss on derivative contracts	460			1,275
Securities sold, not yet purchased, at fair value	368			1,023
Due to brokers	—			1,057
Liabilities held for sale	6,145			6,202
Debt	7,884			7,923
Total liabilities	17,746			20,438

Commitments and contingencies (Note 16)

Equity:
Limited partner	5,728			5,420
General partner	(284		)	(287		)
Equity attributable to Icahn Enterprises Holdings	5,444			5,133
Equity attributable to non-controlling interests	7,032			6,262
Total equity	12,476			11,395
Total Liabilities and Equity	$	30,222		$	31,833

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions)



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Revenues:	(Unaudited)
Net sales	$	2,919		$	2,332		$	5,356		$	4,704
Other revenues from operations	210			265			406			524
Net gain from investment activities	409			314			842			184
Interest and dividend income	37			32			63			60
(Loss) gain on disposition of assets, net	(4		)	1,523			—			1,523
Other income (loss), net	7			(1		)	66			(31		)
	3,578			4,465			6,733			6,964
Expenses:
Cost of goods sold	2,510			2,068			4,601			4,120
Other expenses from operations	162			172			313			325
Selling, general and administrative	352			307			697			622
Restructuring, net	1			2			3			2
Impairment	7			69			7			76
Interest expense	124			176			276			360
	3,156			2,794			5,897			5,505
Income from continuing operations before income tax benefit (expense)	422			1,671			836			1,459
Income tax benefit (expense)	12			(3		)	(14		)	5
Income from continuing operations	434			1,668			822			1,464
Income from discontinued operations	155			58			190			102
Net income	589			1,726			1,012			1,566
Less: net income attributable to non-controlling interests	279			172			565			30
Net income attributable to Icahn Enterprises Holdings	$	310		$	1,554		$	447		$	1,536

Net income attributable to Icahn Enterprises from:
Continuing operations	$	165		$	1,503		$	273		$	1,451
Discontinued operations	145			51			174			85
	$	310		$	1,554		$	447		$	1,536

Net income attributable to Icahn Enterprises Holdings allocable to:
Limited partner	$	307		$	1,539		$	443		$	1,521
General partner	3			15			4			15
	$	310		$	1,554		$	447		$	1,536

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(Unaudited)
Net income (loss) $ 829
$ 238
$ 2,395
$ (1,655 )
Other comprehensive income (loss), net of tax:
Post-employment benefits 7
7
17
17
Hedge instruments (4 ) 1
(1 ) 2
Translation adjustments and other (1 ) 3
107
(10 )
Other comprehensive income, net of tax 2
11
123
9
Comprehensive income (loss) 831
249
2,518
(1,646 )
Less: Comprehensive income (loss) attributable to non-controlling interests 235
257
274
(727 )
Comprehensive income (loss) attributable to Icahn Enterprises Holdings $ 596
$ (8 ) $ 2,244
$ (919 )

Comprehensive income (loss) attributable to Icahn Enterprises Holdings allocable to:
Limited partner $ 590
$ (8 ) $ 2,222
$ (910 )
General partner 6
—
22
(9 )
$ 596
$ (8 ) $ 2,244
$ (919 )



	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
	(Unaudited)
Net income	$	589		$	1,726	$	1,012		$	1,566
Other comprehensive income (loss), net of tax:
Post-retirement benefits	6			5		17			10
Hedge instruments	(1		)	3		(2		)	3
Translation adjustments and other	(108		)	13		(75		)	108
Other comprehensive (loss) income, net of tax	(103		)	21		(60		)	121
Comprehensive income	486			1,747		952			1,687
Less: Comprehensive income attributable to non-controlling interests	270			175		559			39
Comprehensive income attributable to Icahn Enterprises Holdings	$	216		$	1,572	$	393		$	1,648

Comprehensive income attributable to Icahn Enterprises Holdings allocable to:
Limited partner	$	214		$	1,557	$	389		$	1,632
General partner	2			15		4			16
	$	216		$	1,572	$	393		$	1,648

Accumulated other comprehensive loss was $~~1,461~~1,471 million and $~~1,584~~1,411 million at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(In millions, Unaudited)


	Equity Attributable to Icahn Enterprises Holdings															Equity Attributable to Icahn Enterprises Holdings
	General Partner's Equity (Deficit)			Limited Partner's Equity			Total Partners' Equity			Non-controlling Interests			Total Equity			General Partner's Equity (Deficit)			Limited Partner's Equity			Total Partners' Equity			Non-controlling Interests			Total Equity
Balance, December 31, 2016	$	(317	)	$	2,496		$	2,179		$	5,863		$	8,042
Balance, December 31, 2017																$	(287	)	$	5,420		$	5,133		$	6,262		$	11,395
Net income	21			2,112			2,133			262			2,395			4			443			447			565			1,012
Other comprehensive income	1			110			111			12			123
Other comprehensive loss																—			(54		)	(54		)	(6		)	(60		)
Partnership distributions	(1		)	(60		)	(61		)	—			(61		)	(1		)	(47		)	(48		)	—			(48		)
Partnership contribution	6			606			612			—			612
Investment segment contributions	—			—			—			600			600			—			—			—			280			280
Dividends and distributions to non-controlling interests in subsidiaries	—			—			—			(38		)	(38		)	—			—			—			(78		)	(78		)
Cumulative effect adjustment from adoption of accounting principle	—			(47		)	(47		)	—			(47		)	—			(29		)	(29		)	—			(29		)
Changes in subsidiary equity and other	(1		)	(116		)	(117		)	(285		)	(402		)	—			(5		)	(5		)	9			4
Balance, September 30, 2017	$	(291	)	$	5,101		$	4,810		$	6,414		$	11,224
Balance, June 30, 2018																$	(284	)	$	5,728		$	5,444		$	7,032		$	12,476


	Equity Attributable to Icahn Enterprises Holdings															Equity Attributable to Icahn Enterprises Holdings
	General Partner's Equity (Deficit)			Limited Partner's Equity			Total Partners' Equity			Non-controlling Interests			Total Equity			General Partner's Equity (Deficit)			Limited Partner's Equity			Total Partners' Equity			Non-controlling Interests			Total Equity
Balance, December 31, 2015	$	(299	)	$	4,310		$	4,011		$	6,046		$	10,057
Net loss	(9		)	(912		)	(921		)	(734		)	(1,655		)
Balance, December 31, 2016																$	(317	)	$	2,496		$	2,179		$	5,863		$	8,042
Net income																15			1,521			1,536			30			1,566
Other comprehensive income	—			2			2			7			9			1			111			112			9			121
Partnership distributions	(1		)	(80		)	(81		)	—			(81		)	—			(40		)	(40		)	—			(40		)
Partnership contributions	1			—			1			—			1			6			606			612			—			612
Investment segment contributions	—			—			—			505			505			—			—			—			600			600
Investment segment distributions	—			—			—			(7		)	(7		)
Dividends and distributions to non-controlling interests in subsidiaries	—			—			—			(74		)	(74		)	—			—			—			(24		)	(24		)
LP Unit issuance	—			35			35			—			35
Cumulative effect adjustment from adoption of accounting principle																—			(47		)	(47		)	—			(47		)
Changes in subsidiary equity and other	(6		)	(528		)	(534		)	567			33			(1		)	(94		)	(95		)	(179		)	(274		)
Balance, September 30, 2016	$	(314	)	$	2,827		$	2,513		$	6,310		$	8,823
Balance, June 30, 2017																$	(296	)	$	4,553		$	4,257		$	6,299		$	10,556

See notes to condensed consolidated financial statements.

910

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)


	Nine Months Ended September 30,						Six Months Ended June 30,
	2017			2016			2018			2017
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	2,395		$	(1,655	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Net income							$	1,012		$	1,566
Adjustments to reconcile net income to net cash used in operating activities:
Income from discontinued operations							(190		)	(102		)
Net gain from securities transactions	(1,852		)	(257		)	(834		)	(1,064		)
Purchases of securities	(704		)	(1,440		)	(3,064		)	(613		)
Proceeds from sales of securities	2,292			6,863			5,217			1,841
Purchases to cover securities sold, not yet purchased	(692		)	(227		)	(1,119		)	(220		)
Proceeds from securities sold, not yet purchased	1,222			589			485			1,222
Changes in receivables and payables relating to securities transactions	(2,702		)	(5,087		)	(1,425		)	(2,904		)
Gain on disposition of assets, net	(1,966		)	(10		)	—			(1,523		)
Depreciation and amortization	758			752			261			273
Impairment	82			670			7			76
Equity earnings from non-consolidated affiliates	(53		)	(48		)
Deferred taxes	7			—			8			(7		)
Other, net	24			80			19			47
Changes in cash held at consolidated affiliated partnerships and restricted cash	(196		)	583
Changes in other operating assets and liabilities	276			509
Net cash (used in) provided by operating activities	(1,109		)	1,322
Changes in operating assets and liabilities							(1,091		)	186
Net cash used in operating activities from continuing operations							(714		)	(1,222		)
Net cash provided by operating activities from discontinued operations							228			285
Net cash used in operating activities							(486		)	(937		)
Cash flows from investing activities:
Capital expenditures	(692		)	(615		)	(144		)	(232		)
Acquisition of businesses, net of cash acquired	(105		)	(1,045		)	(10		)	(49		)
Purchase of additional interests in consolidated subsidiaries	(349		)	(2		)	—			(254		)
Proceeds from disposition of assets	1,461			20			20			1,226
Purchases of investments	(5		)	(97		)
Proceeds from sale of investments	11			66
Other, net	13			6			(6		)	5
Net cash provided by (used in) investing activities	334			(1,667		)
Net cash (used in) provided by investing activities from continuing operations							(140		)	696
Net cash used in investing activities from discontinued operations							(255		)	(181		)
Net cash (used in) provided by investing activities							(395		)	515
Cash flows from financing activities:
Investment segment contributions from non-controlling interests	600			505			280			600
Investment segment distributions to non-controlling interests	—			(7		)
Partnership contributions	612			1			—			612
Partnership distributions	(61		)	(81		)	(48		)	(40		)
Proceeds from offering of subsidiary equity							6			—
Dividends and distributions to non-controlling interests in subsidiaries	(38		)	(74		)	(64		)	(24		)
Proceeds from Holding Company senior unsecured notes	1,190			—			—			1,195
Repayments of Holding Company senior unsecured notes	(1,175		)	—			—			(1,175		)
Proceeds from subsidiary borrowings	2,369			1,905			586			566
Repayments of subsidiary borrowings	(2,606		)	(1,959		)	(625		)	(641		)
Other, net	(33		)	(11		)	(21		)	1
Net cash provided by financing activities from continuing operations							114			1,094
Net cash used in financing activities from discontinued operations							(58		)	(21		)
Net cash provided by financing activities	858			279			56			1,073
Effect of exchange rate changes on cash and cash equivalents	5			(22		)	(1		)	1
Add back decrease in cash of assets held for sale	117			12			21			60
Net increase (decrease) in cash and cash equivalents	205			(76		)
Cash and cash equivalents, beginning of period	1,833			2,078
Cash and cash equivalents, end of period	$	2,038		$	2,002
Net (decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents							(805		)	712
Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period							2,030			2,097
Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period							$	1,225		$	2,809

See notes to condensed consolidated financial statements.

1011

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


1.	Description of Business.

Overview

Icahn Enterprises L.P. ("Icahn Enterprises") owns a 99% limited partner interest in Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of ~~September~~June 30, ~~2017~~2018. Icahn Enterprises Holdings and its subsidiaries own substantially all of the assets and liabilities of Icahn Enterprises and conduct substantially all of its operations. Therefore, the financial results of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same, with differences relating primarily to allocations of the general partner interest, which is reflected as an aggregate 1.99% general partner interest in the financial statements of Icahn Enterprises, as well as due to the carrying amount of deferred financing costs related to our senior unsecured notes. In addition to the above, Mr. Icahn and his affiliates owned approximately ~~90.8%~~91.3% of Icahn Enterprises' outstanding depositary units as of ~~September~~June 30, ~~2017~~2018.

References to "we," "our" or "us" herein include both Icahn Enterprises and Icahn Enterprises Holdings and their subsidiaries, unless the context otherwise requires.

Description of Continuing Operating Businesses

We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Automotive, Energy, Railcar, ~~Gaming,~~ Metals, Mining, Food Packaging, Real Estate and Home Fashion. We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises and Icahn Enterprises Holdings (unless otherwise noted), and investment activity and expenses associated with our Holding Company. See Note ~~12,~~11, "Segment Reporting," for a reconciliation of each of our reporting segment's results of operations to our consolidated results. Certain additional information with respect to our segments ~~are~~is discussed below.

Investment

Our Investment segment is comprised of various private investment funds ("Investment Funds") in which we have general partner interests and through which we invest our proprietary capital. We and certain of Mr. Icahn's wholly owned affiliates are the only investors in the Investment Funds. As general partner, we provide investment advisory and certain administrative and back office services to the Investment Funds but do not provide such services to any other entities, individuals or accounts. Interests in the Investment Funds are not offered to outside investors. We had interests in the Investment Funds with a fair value of approximately ~~$2.9~~$3.3 billion and ~~$1.7~~$3.0 billion as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

Automotive

We conduct our Automotive segment through our wholly owned ~~subsidiaries Federal-Mogul LLC ("Federal-Mogul") and~~subsidiary Icahn Automotive Group LLC ("Icahn Automotive")~~, which is the parent company of IEH Auto Parts Holding LLC and The Pep Boys - Manny, Moe & Jack ("Pep Boys")~~. During January 2017, we increased our ownership in Federal-Mogul from 82.0% to 100% through a tender offer for the remaining shares of Federal-Mogul common stock not already owned by us and a subsequent short form merger for an aggregate purchase price of $305 million.

~~Federal-Mogul is engaged in the manufacture and distribution of automotive parts.~~ Icahn Automotive is engaged in the retail and wholesale distribution of automotive parts in the aftermarket as well as providing automotive repair and maintenance services to its customers.

Energy

We conduct our Energy segment through our majority ownership in CVR Energy, Inc. ("CVR Energy"). CVR Energy is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries through its holdings in CVR Refining L.P. ("CVR Refining") and CVR Partners L.P. ("CVR Partners"), respectively. CVR Refining is ~~an independent~~a petroleum refiner and marketer of high value transportation fuels. CVR Partners produces and markets nitrogen fertilizers in the form of ammonia and urea ammonium ~~nitrate and ammonia.~~nitrate. As of ~~September~~June 30, ~~2017,~~2018, CVR Energy owned 100% of each of the general partners of CVR Refining and CVR Partners and approximately 66% and 34% of the common units of CVR Refining and CVR Partners, respectively.

As of ~~September~~June 30, ~~2017,~~2018, we owned approximately 82.0% of the total outstanding common stock of CVR Energy. In addition, as of ~~September~~June 30, ~~2017,~~2018, we directly owned approximately 3.9% of the total outstanding common units of CVR Refining.

In June 2018, CVR Energy commenced an exchange offer to acquire additional common units of CVR Refining in exchange for shares of CVR Energy common stock. The exchange offer expired on July 27, 2018. A total of 21,625,106 common units of CVR Refining were validly tendered and not properly withdrawn, which, together with the common units already owned by CVR Energy and its affiliates (including affiliates of Icahn Enterprises L.P.), represent approximately 84.5% of CVR Refining’s outstanding common units. All of the common units that were validly tendered and not properly withdrawn

1112

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

have been exchanged for 13,699,505 shares of CVR Energy common stock. As a result, effective July 27, 2018, we owned approximately 70.8% of the total outstanding common stock of CVR Energy.

Railcar

We conduct our Railcar segment through our majority ownership in American Railcar Industries, Inc. ("ARI") and, prior to its sale on June 1, 2017, our wholly owned subsidiary American Railcar Leasing, LLC ("ARL"). As of ~~September~~June 30, ~~2017,~~2018, we owned approximately 62.2% of the total outstanding common stock of ARI. As discussed below, we sold ARL, along with a majority of its railcar lease fleet, on June 1, 2017. As of September 30, 2017, through a wholly owned subsidiary of ours, we continued to own 4,551 remaining railcars previously owned by ARL.

ARI is a North American designer and manufacturer of hopper and tank railcars. ARI provides its railcar customers with integrated solutions through a comprehensive set of high-quality products and related services through its manufacturing, railcar leasing and railcar services operations. ARI's manufacturing consists of railcar manufacturing and railcar and industrial component manufacturing. ARI's railcar leasing business consists of railcars built by ARI leased to third parties under operating leases. ARI's railcar services consist of railcar repair, engineering and field services.

On December 19, 2016, Icahn Enterprises entered into a definitive agreement to sell ARL to SMBC Rail Services, LLC ("SMBC Rail"), a wholly owned subsidiary of Sumitomo Mitsui Banking Corporation, for cash based on (i) a value of approximately $2.8 billion (subject to certain adjustments) and (ii) a fleet of approximately 29,000 railcars (the "ARL Initial Sale"). The ARL Initial Sale closed on June 1, 2017. After repaying, or assigning to SMBC Rail, applicable indebtedness of ARL, we received cash consideration of approximately $1.3 billion in connection with the ARL Initial Sale, resulting in a pretax gain on disposition of assets for our Railcar segment of approximately $1.5 billion. For a period of three years after the closing of the ARL Initial Sale, and upon satisfaction of certain conditions, we have an option to sell, and SMBC Rail has an option to buy, the 4,551 remaining railcars owned by a wholly owned subsidiary of ours. The majority of these remaining railcars were sold subsequent to September 30, 2017.

~~Gaming~~

We conduct our Gaming segment through our majority ownership in Tropicana Entertainment Inc. ("Tropicana") and our wholly owned subsidiary Trump Entertainment Resorts Inc. ("TER"), which we acquired out of bankruptcy in 2016. During August 2017, we increased our ownership in Tropicana from 72.5% to 83.9% through a tender offer for additional shares of Tropicana common stock not already owned by us for an aggregate purchase price of $95 million. In addition, Tropicana repurchased and retired shares of its common stock in connection with this tender offer for an aggregate purchase price of $36 million.

Tropicana is an owner and operator of regional casino and entertainment properties located in the United States and one hotel, timeshare and casino resort located on the island of Aruba. TER owned the Trump Taj Mahal Casino Resort, which closed and ceased its casino and hotel operations in October 2016, and was subsequently sold on March 31, 2017. TER also owns Trump Plaza Hotel and Casino, which ceased operations in September 2014, prior to our obtaining a controlling interest in TER.

Metals

We conduct our Metals segment through our indirect wholly owned subsidiary PSC Metals LLC, f/k/a, PSC Metals, Inc. (“PSC Metals”). PSC Metals is principally engaged in the business of collecting, processing and selling ferrous and non-ferrous metals, as well as the processing and distribution of steel pipe and plate products. PSC Metals collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers.

Mining

We conduct our Mining segment through our majority ownership in Ferrous Resources Ltd. ("Ferrous Resources"). As of ~~September~~June 30, ~~2017,~~2018, we owned approximately 77.2% of the total outstanding common stock of Ferrous Resources. Ferrous Resources acquired certain rights to iron ore mineral resources in Brazil and develops mining operations and related infrastructure to produce and sell iron ore products to the global steel industry.

Food Packaging

We conduct our Food Packaging segment through our majority ownership in Viskase Companies, Inc. ("Viskase"). ~~As of September 30, 2017, we owned approximately 74.6% of the total outstanding~~During January 2018, Viskase received $50 million in connection with its common stock rights offering. In connection with this rights offering, we fully exercised our subscription rights under our basic and over subscription privileges to purchase additional shares of ~~Viskase.~~ Viskase common stock, thereby increasing our ownership of Viskase from 74.6% to 78.6%, for an aggregate additional investment of $44 million.

Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products.

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Real Estate

Our Real Estate operations consist of rental real estate, property development and associated club activities. Our rental real estate operations consist primarily of office and industrial properties leased to single corporate tenants. Our property development operations are run primarily through a real estate investment, management and development subsidiary that focuses primarily on the construction and sale of single-family and multi-family homes, lots in subdivisions and planned communities, and raw land for residential development. Our property development locations also operate golf and club ~~operations as well.~~

In August 2017, our Real Estate segment sold a development property in Las Vegas, Nevada for $600 million, resulting in a pretax gain on disposition of assets of $456 million. The transaction included cash proceeds from the sale of $225 million and two tranches of seller financing totaling $375 million (including a $345 million first-lien mortgage and a $30 million second-lien mortgage), which is included in other assets in our condensed consolidated balance sheet as of September 30, 2017.operations.

Home Fashion

We conduct our Home Fashion segment through our indirect wholly owned subsidiary, WestPoint Home LLC (“WPH”). WPH's business consists of manufacturing, sourcing, marketing, distributing and selling home fashion consumer products.

Description of Discontinued Operating Businesses

As of June 30, 2018, we also operated discontinued operations previously reported in our Automotive and former Gaming segments as discussed below. In addition, see Note 12, "Discontinued Operations," for additional information with respect to our discontinued operating businesses.

Automotive

Our discontinued Automotive operations consists of our wholly owned subsidiary Federal-Mogul LLC ("Federal-Mogul"). During January 2017, we increased our ownership in Federal-Mogul from 82.0% to 100% for an aggregate purchase price of $305 million.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

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Notes to Condensed Consolidated Financial Statements (Unaudited)

On April 10, 2018, we announced a definitive agreement to sell Federal-Mogul to Tenneco Inc. ("Tenneco") for approximately $5.4 billion, comprised of $800 million in cash and 29.5 million shares of Tenneco common stock, of which 23.8 million shares will be non-voting shares that will convert to voting shares if and when sold. There will be restrictions on how many shares of Tenneco common stock can be sold by us within the first 150 days after the closing of the sale. In addition, under this agreement, Tenneco can reduce the amount of non-voting shares of common stock by up to 7.3 million shares and increase the cash consideration proportionately at closing. The voting and non-voting shares of Tenneco common stock will have the same economic value. All of Federal-Mogul's outstanding debt at the time of closing will be assumed by Tenneco. We expect the sale to close in the second half of 2018, subject to regulatory approvals, approval by Tenneco shareholders and other customary closing conditions. This agreement is also subject to a $200 million termination clause. Following the close of this transaction, we will own a non-controlling interest in Tenneco which we will value using the fair value option. This transaction met all the criteria to be classified as held for sale on April 10, 2018 upon execution of the definitive agreement.

Gaming

Our discontinued Gaming operations consists of our majority ownership in Tropicana Entertainment Inc. ("Tropicana") and the Trump Taj Mahal Casino Resort ("Taj Mahal"). As of June 30, 2018, we owned approximately 83.9% of the total outstanding common stock of Tropicana.

On April 16, 2018, we announced a definitive agreement to sell Tropicana's real estate to Gaming and Leisure Properties, Inc. and to merge Tropicana's gaming and hotel operations into Eldorado Resorts, Inc. for aggregate consideration of approximately $1.85 billion. The transaction does not include Tropicana's Aruba assets, which will be disposed of as a condition to closing. The aggregate consideration of approximately $1.85 billion will be increased by the amount of the net proceeds received in connection with the Aruba disposition and will be further adjusted to pay corporate level taxes. We expect the sale to close in the second half of 2018, subject to receipt of required gaming approvals, termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. This transaction met all the criteria to be classified as held for sale on April 15, 2018 upon execution of the definitive agreement.

Taj Mahal closed in October 2016 and was subsequently sold on March 31, 2017.


2.	Basis of Presentation and Summary of Significant Accounting Policies.

We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “'40 Act”). Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the '40 Act. In addition, we do not invest or intend to invest in securities as our primary business. We intend to structure our investments to continue to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended.

As discussed above, in April 2018, we announced definitive agreements to sell Federal-Mogul and Tropicana. Following the closing of our contemplated sale of Federal-Mogul, it is likely that we would be considered an investment company but for an exemption under the '40 Act that would provide us up to one year to take steps to avoid becoming classified as an investment company. We expect to take steps to avoid becoming classified as an investment company during this exemption period, but no assurance can be made that we will successfully be able to take the steps necessary to avoid becoming classified as an investment company.

The accompanying condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. The condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) related to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are necessary to present fairly the results for the interim periods. All such adjustments are of a normal and recurring nature.

Principles of Consolidation

As of ~~September~~June 30, ~~2017~~2018, our condensed consolidated financial statements include the accounts of (i) Icahn Enterprises and Icahn Enterprises Holdings and (ii) the wholly and majority owned subsidiaries of Icahn Enterprises and Icahn Enterprises Holdings, in addition to variable interest entities ("VIEs") in which we are the primary beneficiary. In evaluating whether we have a controlling financial interest in entities that we consolidate, we consider the following: (1) for voting interest entities, including limited partnerships and similar entities that are not VIEs, we consolidate these entities in which we own a majority

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

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Notes to Condensed Consolidated Financial Statements (Unaudited)

of the voting interests; and (2) for VIEs, we consolidate these entities in which we are the primary beneficiary. See below for a discussion of our VIEs. Kick-out rights, which are the rights underlying the limited partners' ability to dissolve the limited partnership or otherwise remove the general partners, held through voting interests of partnerships and similar entities that are not VIEs are considered the equivalent of the equity interests of corporations that are not VIEs.

Except for our Investment segment, for those investments in which we own 50% or less but greater than 20%, we generally account for such investments using the equity method, while investments in affiliates of 20% or less are accounted for under the cost method.

Discontinued Operations and Held For Sale

As discussed above, in April 2018, we announced separate definitive agreements to sell Federal-Mogul and Tropicana, each of which are considered separate disposal groups. Each transaction met the criteria to be classified as discontinued operations in the second quarter of 2018. As a result, in accordance with U.S. GAAP, the assets and liabilities of each disposal group have been reclassified to held for sale and their respective results of operations have been reclassified to discontinued operations for all periods presented. Each disposal group is reported at the lesser of carrying value or fair value less cost to sell.

Reclassifications

In connection with our adoption of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-18, Restricted Cash, as discussed below, our net cash used in operating activities for the six months ended June 30, 2017 was decreased by $215 million.

In connection with our adoption of FASB ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, as discussed below, we decreased our selling, general and administrative costs by $1 million and decreased other income, net by $1 million for the three months ended June 30, 2017. For the six months ended June 30, 2017, we decreased our selling, general and administrative costs by $2 million and decreased other income, net by $2 million.

In addition, certain other reclassifications from the prior year presentation have been made to conform to the current year presentation, which did not have an impact on previously reported net income and equity and are not deemed material.

Variable Interest Entities

Icahn Enterprises Holdings

We determined that Icahn Enterprises Holdings is a VIE because it lacks both substantive kick-out and participating rights. Icahn Enterprises is the primary beneficiary of Icahn Enterprises Holdings principally based on its 99% limited partner interest in Icahn Enterprises Holdings and therefore continues to consolidate Icahn Enterprises Holdings. The condensed consolidated financial statements of Icahn Enterprises Holdings are included in this Report. The balances with respect to Icahn Enterprises Holdings' consolidated VIEs are discussed below, comprising the Investment Funds, CVR Refining, CVR Partners and ~~CVR Partners.~~Viskase.

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Investment

We determined that each of the Investment Funds are considered VIEs because these limited partnerships lack both substantive kick-out and participating rights. Because we have a general partner interest in each of the Investment Funds and have significant limited partner interests in each of the Investment Funds, coupled with our significant exposure to losses and benefits in each of the Investment Funds, we are the primary beneficiary of each of the Investment Funds and therefore continue to consolidate each of the Investment Funds.

Energy

CVR Refining and CVR Partners are each considered VIEs because each of these limited partnerships lack both substantive kick-out and participating rights. In addition, CVR Energy also concluded that, based upon its general partner's roles and rights in CVR Refining and CVR Partners as afforded by their respective partnership agreements, coupled with its exposure to losses and benefits in each of CVR Refining and CVR Partners through its significant limited partner interests, intercompany credit facilities and services agreements, it is the primary beneficiary of both CVR Refining and CVR Partners. Based upon this evaluation, CVR Energy continues to consolidate both CVR Refining and CVR Partners.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Food Packaging

Viskase holds a variable interest in a joint venture for which Viskase is the primary beneficiary. Viskase's interest in the joint venture includes a 50% equity interest and also relates to the sales, operations, administrative and financial support to the joint venture through providing many of the assets used in its business.

The following table includes balances of assets and liabilities of VIE's included in Icahn Enterprises Holdings' condensed consolidated balance sheets.


	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
	(in millions)				(in millions)
Cash and cash equivalents	$	630	$	370	$	286	$	223
Cash held at consolidated affiliated partnerships and restricted cash	951		752		316		734
Investments	9,022		9,219		8,215		9,615
Due from brokers	1,006		1,482		334		506
Property, plant and equipment, net	3,215		3,331		3,098		3,191
Inventories	340		349
Inventories, net					433		385
Intangible assets, net	303		318		288		298
Other assets	69		110		840		48
Accounts payable, accrued expenses and other liabilities	2,302		1,769		934		1,816
Securities sold, not yet purchased, at fair value	1,258		1,139		368		1,023
Due to brokers	603		3,725		—		1,057
Debt	1,166		1,165		1,167		1,166

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, cash held at consolidated affiliated partnerships and restricted cash, accounts receivable, due from brokers, accounts payable, accrued expenses and other liabilities and due to brokers are deemed to be reasonable estimates of their fair values because of their short-term nature. See Note 4, “Investments and Related Matters,” and Note 5, “Fair Value Measurements,” for a detailed discussion of our investments and other non-financial assets and/or liabilities.

The fair value of our long-term debt is based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. The carrying value and estimated fair value of our long-term debt as of ~~September~~June 30, ~~2017~~2018 was approximately ~~$11.2~~$7.9 billion and ~~$11.5~~$8.0 billion, respectively. The carrying value and estimated fair value of our long-term debt as of December 31, ~~2016~~2017 was approximately ~~$11.1~~$7.9 billion and ~~$11.2~~$8.2 billion, respectively.

Cash Flow

Cash and cash equivalents and restricted cash and restricted cash equivalents on our condensed consolidated statements of cash flows is comprised of (i) cash and cash equivalents and (ii) cash held at consolidated affiliated partnerships and restricted cash.

Restricted Cash

Our restricted cash balance ~~was~~ ~~$866~~was $286 million and ~~$686~~$574 million as of ~~September~~June 30, ~~2017~~ 2018 andDecember 31, ~~2016,~~2017, respectively.

~~Accounts Receivable, net~~Revenue From Contracts With Customers and Contract Balances

~~Transfers~~As discussed below, on January 1, 2018, we adopted FASB ASC Topic 606, Revenue from Contracts with Customers. Due to the nature of ~~receivables relate primarily to~~ our ~~Automotive segment. Federal-Mogul's subsidiaries~~business, we derive revenue from various sources in ~~Brazil, France, Germany, Italy, Canada~~various industries. Investment segment and ~~the United States~~Holding Company revenues are ~~party to accounts receivable factoring~~not in scope of FASB ASC Topic 606. Railcar leasing and ~~securitization facilities. Gross~~Real Estate leasing revenues are also not in scope of FASB ASC Topic 606. The following is a summary of our revenue recognition that is in scope of FASB ASC Topic 606 for certain of our reporting segments. In addition, we present disaggregated revenue information in Note 11, "Segment Reporting."

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Notes to Condensed Consolidated Financial Statements (Unaudited)

~~accounts receivable transferred under these facilities were $607 million~~Automotive

Revenue: Our Automotive segment recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Our Automotive segment revenue from retail and ~~$487 million as~~commercial sales is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of ~~September 30, 2017~~third parties. Automotive service revenues are recognized on completion of the service and ~~December 31, 2016, respectively. Of those gross amounts, $600 million~~consist of products and ~~$485 million, respectively, qualify as sales~~the labor charged for installing products or maintaining or repairing vehicles. Automotive services labor revenues are included in ~~accordance with U.S. GAAP. The remaining transferred receivables were pledged as collateral and accounted for as secured borrowings and recorded~~other revenues from operations in the condensed consolidated balance sheets within accounts receivable, net and debt. Under the terms of these facilities, Federal-Mogul is not obligated to draw cash immediately upon the transfer of accounts receivable. As of September 30, 2017 and December 31, 2016, Federal-Mogul did not have any undrawn cash related to such transferred receivables.

Proceeds from the transfers of accounts receivable qualifying as sales were $424 million and $311 million for the three months ended September 30, 2017 and 2016, respectively, and approximately $1.3 billion and $1.2 billion for the nine months ended September 30, 2017 and 2016, respectively. Expenses associated with transfers of receivables were $2 million and $2 million for the three months ended September 30, 2017 and 2016, respectively, and $10 million and $9 million for the nine months ended September 30, 2017 and 2016, respectively. Such expenses were recorded in theour condensed consolidated statements of operations, ~~within other income (loss)~~however, the sale of any installed parts or materials related to automotive services are included in net sales. Our Automotive segment recognizes revenues from extended warranties offered to its customers on tires its sells, including lifetime warranties for road hazard assistance (recognized over 3 years) and 1-year, 3-year and lifetime plans for alignments (recognized over 1 year, 3 years and 5 years, respectively), ~~net. Where Federal-Mogul~~for which it receives ~~a fee to service~~payment upfront. Revenues from extended warranties are recognized over the term of the warranty contract with the satisfaction of its performance obligations measured using the output method. Our Automotive segment recognizes revenues from franchise fees, which it receives payment upfront, and ~~monitor these transferred receivables, such~~franchise royalties, for which it receives payment over time. Revenues from upfront franchise fees are ~~sufficient~~recognized at the time the store opens, as that is when our Automotive segment's performance obligations are deemed complete, and revenues from franchise royalties are recognized in the period in which royalties are earned, generally based on a percentage of franchise sales.

Contract balances: Our Automotive segment has deferred revenue with respect to ~~offset~~extended warranty plans of $42 million and $42 million as of June 30, 2018 and January 1, 2018, respectively, which are included in accrued expenses and other liabilities on the ~~costs~~condensed consolidated balance sheets. For the three and six months ended June 30, 2018, our Automotive segment recorded revenue of $6 million and $12 million, respectively, with respect to deferred revenue outstanding as of January 1, 2018. For deferred revenue outstanding as of June 30, 2018, our Automotive segment expects to recognize approximately $30 million in 2019 and thereafter.

Energy

Revenue: Our Energy segment revenues from the sale of petroleum products are recorded upon delivery of the products to customers, which is the point at which title is transferred and the customer has assumed the risk of loss. This generally takes place as product passes into the pipeline, as a product transfer order occurs within a pipeline system, or as product enters equipment or locations supplied or designated by the customer. For our Energy segment's nitrogen fertilizer products sold, revenues are recorded at the point in time at which the customer obtains control of the product, which is generally upon delivery and acceptance by the customer. Nitrogen fertilizer products are sold on a wholesale basis under a contract or by purchase order. Excise and other taxes collected from customers and remitted to governmental authorities by our Energy segment are not included in reported revenues.

Many of the petroleum business' contracts have index-based pricing which is considered variable consideration that should be estimated in determining the transaction price. Our Energy segment determined that it does not need to estimate the variable consideration because the uncertainty related to the consideration is resolved on the pricing date or the date when the product is delivered. The nitrogen fertilizer business has an immaterial amount of variable consideration for contracts with an original duration of less than a year. A small portion of the nitrogen fertilizer partnership's revenue includes contracts extending beyond one year and contain variable pricing in which the majority of the variability is attributed to the market-based pricing. The nitrogen fertilizer business' contracts do not contain a significant financing component.

Our Energy segment has elected to not disclose the amount of the transaction price allocated to remaining performance obligations for contracts with an original expected duration of less than one year. Our Energy segment has elected to not disclose variable consideration allocated to wholly unsatisfied performance obligations that are based on market prices that have not yet been determined.

Contract balances: Our Energy segment's deferred revenue is a contract liability that primarily relates to fertilizer sales contracts requiring customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer. Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring product to the customer. An associated receivable is recorded for uncollected prepaid contract amounts. Contracts requiring prepayment are generally short-term in nature and, as ~~such, a servicing asset or liability~~discussed above, revenue is ~~not incurred~~recognized at the point in time in which the customer obtains control of the product. Our Energy segment had deferred revenue of $11 million and $34 million as ~~a result~~ of ~~such activities.~~

~~Held For Sale~~

~~As of~~June 30, 2018 and December 31, ~~2016, assets~~2017, respectively, which is included in accrued expense and other liabilities ~~held for sale primarily consisted~~on the condensed consolidated balance sheets. For the three and six months ended June 30, 2018, our Energy segment recorded revenue of ~~property plant~~$20 million and ~~equipment and debt,~~$32 million, respectively, ~~and related primarily~~with respect to ~~our pending ARL Initial Sale~~deferred revenue outstanding as of ~~December 31, 2016. On June 1, 2017, we closed on the ARL Initial Sale and disposed of such assets and liabilities previously classified as held for sale.~~

During 2017, we identified additional assets and liabilities that meet the criteria to be classified as held for sale. As of September 30, 2017, assets held for sale primarily consisted of the remaining railcars previously owned by ARL that we continued to own subsequent to the ARL Initial Sale.

~~Reclassifications~~

~~Certain reclassifications from the prior year presentation have been made to conform to the current year presentation.~~

~~Adoption of New Accounting Standards~~

~~In July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-11,~~ ~~Simplifying the Measurement of Inventory, which amends FASB Accounting Standards Codification ("ASC") Topic 330,~~ ~~Inventory~~. This ASU requires entities to measure inventory at the lower of cost or net realizable value and eliminates the option that currently exists for measuring inventory at market value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU is effective beginning with our interim period beginning January 1, ~~2017. The adoption of this guidance was applied prospectively and had minimal impact on our consolidated financial statements.~~

~~In March 2016, the FASB issued ASU No. 2016-07,~~ ~~Simplifying the Transition to the Equity Method of Accounting, which amends FASB ASC Topic 323,~~ ~~Investments - Equity Method and Joint Ventures~~. This ASU eliminates the retroactive adjustment of an investment that qualifies for the equity method as a result of an increase in the level of ownership or degree of influence as if the equity method had been in effect during all previous periods that the investment had been held. This ASU is effective beginning with our interim period beginning January 1, 2017. The adoption of this guidance had minimal impact on our consolidated financial statements.

~~In March 2016, the FASB issued ASU No. 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting, which amends FASB ASC Topic 718,~~ ~~Compensation - Stock Compensation~~. This ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective beginning with our interim period beginning January 1, 2017. During the first quarter of 2017, the board of directors of the general partner of Icahn Enterprises unanimously approved and adopted the Icahn Enterprises L.P. 2017 Long Term Incentive Plan (the "2017 Incentive Plan"), which became effective during the first quarter of 2017 subject to the approval by holders of a majority of Icahn Enterprises depositary units. The 2017 Incentive Plan permits us to issue depositary units and grant options, restricted units or other unit-based awards to all of our, and our affiliates', employees, consultants, members and partners, as well as the three non-employee directors of our general partner. One million of Icahn Enterprises' depositary units are initially available under the 2017 Incentive Plan. Prior to the adoption of the 2017 Incentive Plan, accounting for unit-based payments did not apply to us. Therefore, the adoption of this guidance in 2017 was the result of the adoption of the 2017 Incentive Plan and which had a minimal impact on our consolidated financial statements.2018.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Railcar

~~In October 2016,~~Revenue: Revenues from manufactured railcar sales are recognized following completion of manufacturing, inspection, customer acceptance and title transfer, which is when the ~~FASB issued ASU No. 2016-16,~~ ~~Intra-Entity Transfers~~risk for any damage or loss with respect to the railcars passes to the customer, in accordance with our Railcar segment's contractual terms. Revenues from railcar and industrial components are recorded at the time of ~~Assets Other Than Inventory~~product shipment, in accordance with our Railcar segment's contractual terms. Revenues from railcar maintenance services are recognized upon completion and shipment of railcars from our Railcar segment's plants. Our Railcar segment does not currently bundle railcar service contracts with new railcar sales. Revenues from engineering and field services are recognized as performed.,

As of June 30, 2018, our Railcar segment had $241 million of remaining performance obligations for contractual commitments from customers for which ~~amends~~work is partially completed. Our Railcar segment expects to recognize approximately $98 million of these performance obligations as revenue during the remainder of 2018 and an additional $143 million thereafter. There was no revenue recognized for the three and six months ended June 30, 2018 from performance obligations satisfied, or partially satisfied, in previous periods due to the adoption of FASB ASC Topic ~~740,~~606.

Contract balances: ~~Income Taxes. This ASU requires~~ARI bills its customers once services have been rendered or products have been delivered and ARI has an unconditional right to consideration as only the ~~recognition~~passage of ~~income tax consequences~~time is required before payment of ~~an intra-entity transfer of an asset other than inventory when~~that consideration is due. The contract assets that ARI maintains are related to unbilled revenues recognized on repair services that have been performed but the ~~transfer occurs. Current U.S. GAAP prohibits~~entire project has not yet been completed, and the ~~recognition of current and deferred incomes taxes for an intra-entity asset transfer until the asset~~railcar has not yet been sold to an outside party. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We have elected to early adopt this guidance in the first quarter of 2017. The impact of early adopting this guidance on our consolidated financial statements is a cumulative effect adjustment to decrease our equity attributable to Icahn Enterprises and Icahn Enterprises Holdings as of January 1, 2017 by $47 million to reverse previously deferred charges and recognize them in equity.

~~In January 2017, the FASB issued ASU No. 2017-01,~~ ~~Clarifying the Definition of a Business, which amends FASB ASC Topic 805,~~ ~~Business Combinations~~. This ASU provides guidance on what constitutes a business for purposes of applying FASB ASC Topic 805. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We have elected to early adopt this guidance in the first quarter of 2017. We did not have any material transactions affected by this guidance and therefore, the adoption of this guidance did not have a material impact on our consolidated financial statements.

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Simplifying the Test for Goodwill Impairment, which amends FASB ASC Topic 350,~~ ~~Intangibles - Goodwill and Other~~. This ASU simplifies the subsequent measurement of goodwill by eliminating "Step 2" from the goodwill impairment test which, prior to adoption of this ASU, requires comparing the implied fair value of goodwill with its carrying value. By eliminating "Step 2" from the goodwill impairment test, the quantitative analysis of goodwill will result in an impairment loss for the amount that the carrying value of a reporting unit, including goodwill, exceeds its fair value, limitedshipped to the ~~total amount~~customer. Contract liabilities represent deferred revenue related to railcar manufacturing and repair services. Our Railcar segment contract assets and liabilities are not material.

Adoption of goodwill allocated to the tested reporting unit. While this ASU reduces the complexity and cost of our goodwill impairment tests, it may result in significant differences in the recognition of goodwill impairment. For example, should our reporting units fail "Step 1" of the impairment tests but pass the current "Step 2" impairment tests, we may have more impairments of goodwill under the new guidance. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted beginning for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. We have elected to early adopt this guidance for our interim and annual goodwill impairment tests to be performed on testing dates beginning in 2017. This ASU principally affects our Automotive segment as substantially all of our goodwill balance pertains to our Automotive segment as of September 30, 2017. We did not perform any interim goodwill impairment analysis in 2017 and therefore, the adoption of this guidance had no impact on our consolidated financial statements.

~~Recently Issued~~New Accounting Standards

Revenue Accounting Standards Updates

In May 2014, the FASB issued ASU No. 2014-09, creating a new topic, FASB ASC Topic 606, Revenue from Contracts with Customers, superseding revenue recognition requirements in FASB ASC Topic 605, Revenue Recognition. This ASU requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In addition, an entity is required to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This ASU was amended by ASU No. 2015-14, issued in August 2015, which deferred the original effective date by one year; the effective date of this ASU is for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017, using one of two retrospective application methods. In addition, the FASB issued other amendments during 2016 and 2017 to FASB ASC Topic 606 that include implementation guidance to principal versus agent considerations, guidance to identifying performance obligations and licensing guidance and other narrow scope improvements. We ~~have developed an implementation plan to adopt this new ASU. We will adopt~~adopted these new standards on January 1, 2018 using the modified retrospective application method which ~~will require~~required a cumulative effect adjustment recognized in equity at such date. The standard has been applied to all contracts at the date of initial application. No adjustment to revenue for periods prior to adoption ~~will be~~were required. ~~To date, we~~We have not identified any material differences in our ~~existing~~ revenue recognition methods that ~~would require~~required modification under the new standards. Additionally, ~~although we anticipate our internal controls to be modified as necessary, we do not anticipate~~ our internal control framework todid not materially change as a result of the adoption of these new standards. The ~~assessment of the~~ impact of ~~this~~adopting these new ~~standard~~standards on our ~~business processes, business and accounting systems, and~~condensed consolidated financial statements is a cumulative effect adjustment to decrease our equity attributable to Icahn Enterprises and ~~related disclosures will continue~~Icahn Enterprises Holdings as of January 1, 2018 by $29 million, primarily relating to our Automotive segment.

As of January 1, 2018, our Automotive segment increased accrued expenses and other liabilities by $42 million and decreased deferred tax liabilities by $10 million for certain extended warranties to reflect the revenues from these plans as deferred revenue. Previously, revenues from these plans were recognized upfront. Our Automotive segment also recognizes revenue from the sale of goods on a drop ship basis. Previously, revenues from these transactions were recognized gross. For the three months ended June 30, 2018, net sales and costs of goods sold would have been higher by $16 million and $16 million, respectively, under prior accounting principles. For the six months ended June 30, 2018, net sales and cost of goods sold would have been higher by $32 million and $32 million, respectively.

As of January 1, 2018, our Energy segment increased each of accounts receivable, net and accrued expenses and other liabilities by $21 million for customer prepayments prior to delivery and to gross up certain fees collected from customers to reflect a receivable and deferred revenue recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional. Previously, deferred revenue was recorded by our Energy segment upon customer prepayment.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

In addition to the above, we ~~proceed with~~increased assets by an aggregate of $32 million and increased liabilities by $29 million as of January 1, 2018, primarily assets and liabilities held for sale, respectively. For the ~~design~~three and ~~implementation phases of~~six months ended June 30, 2018, the ~~plan.~~impact on revenues would have been immaterial under prior accounting principles.

Other Accounting Standards Updates

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall, which amends FASB ASC Topic 825, Financial Instruments. This ASU requires that equity investments (except those accounted for under the equity method of accounting or those that result in the consolidation of the investee) to be measured at fair value with changes recognized in earnings. However, an entity may choose to measure equity investments that do not have readily determinable fair values at

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

cost minus impairment. In addition, there were other amendments to certain disclosure and presentation matters pertaining to financial instruments, including the requirement of an entity to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. ~~The amendments~~We adopted this new standard on January 1, 2018 using the modified retrospective application method which required a cumulative effect adjustment recognized in ~~this ASU should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption.~~equity at such date. The amendments related to equity securities without readily determinable fair values ~~should be~~were applied prospectively to equity investments that ~~exist~~existed as of the date of adoption. ~~Early~~The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which amends FASB ASC Topic 230, Statement of Cash Flows. This ASU seeks to reduce the diversity currently in practice by providing guidance on the presentation of eight specific cash flow issues in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We adopted this standard on January 1, 2018 using the retrospective application method. The adoption of this standard did not have a material impact on our condensed consolidated statements of cash flows.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which amends FASB ASC Topic 230, Statement of Cash Flows. This ASU requires that the statement of cash flows explain the change during the period total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This ASU is ~~permitted~~effective for ~~certain matters only.~~fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We ~~are currently evaluating~~have adopted this standard on January 1, 2018 using the retrospective application method. The impact of adopting this new standard is discussed above under "Reclassifications."

In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends FASB ASC Topic 715, Compensation - Retirement Benefits. This ASU requires entities to present the service cost component of net periodic benefit cost in the same line item or items in the financial statements as other compensation costs arising from services rendered by the pertinent employees during the period. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We adopted this standard on January 1, 2018 using the retrospective application method. The impact of adopting this new standard is discussed above under "Reclassifications."

In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting, which amends FASB ASC Topic 718, Compensation - Stock Compensation. This ASU provides updated guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We adopted this standard on January 1, 2018 which has been applied prospectively and which did not have a material impact on our condensed consolidated financial statements.

Recently Issued Accounting Standards

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes FASB ASC Topic 840, Leases. This ASU requires the recognition of ~~lease~~right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. In addition, among other changes to the accounting for leases, this ASU retains the distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous guidance. Furthermore, quantification and qualitative disclosures, including disclosures regarding significant judgments made by management, will be required. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The amendments in this ASU should be applied using a modified retrospective approach. Early application is permitted. In addition, in July 2018, the FASB issued ASU No. 2018-11, Leases

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Topic 842), which provides an additional (and optional) transition method to adopt the new leases standard. We anticipate adopting the new leases standard using the new transition method option effective January 1, 2019, which will require adopting the new leases standard at the adoption date and recognizing a cumulative-effect adjustment to the opening balance of equity in the period of adoption instead of the earliest period presented. In addition, prior period presentation and disclosure will not be adjusted. We believe the most significant impact will relate to the recognition of right-of-use assets and lease liabilities on our condensed consolidated balance sheets for long-term operating leases primarily within our Automotive segment. We anticipate our assessment and implementation plan to be ongoing during the remainder of ~~2017 and into~~ 2018 and ~~are currently unable~~continue to ~~reasonably estimate~~evaluate the impact of this ~~guidance~~standard on our condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which amends FASB ASC Topic 326, Financial Instruments - Credit Losses. This ASU requires financial assets measured at amortized cost to be presented at the net amount to be collected and broadens the information, including forecasted information incorporating more timely information, that an entity must consider in developing its expected credit loss estimate for assets measured. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for fiscal years beginning after December 15, 2018. We are currently evaluating the impact of this ~~guidance~~standard on our ~~consolidated financial statements.~~

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payments, which amends FASB ASC Topic 230,~~ ~~Statement of Cash Flows.~~ This ASU seeks to reduce the diversity currently in practice by providing guidance on the presentation of eight specific cash flow issues in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We are currently evaluating the impact of this guidance on our consolidated statements of cash flows.

~~In November 2016, the FASB issued ASU No. 2016-18,~~ ~~Restricted Cash, which amends FASB ASC Topic 230,~~ ~~Statement of Cash Flows~~. This ASU requires that the statement of cash flows explain the change during the period total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

~~In March 2017, the FASB issued ASU No. 2017-07,~~ ~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends FASB ASC Topic 715,~~ ~~Compensation - Retirement Benefits~~. This ASU requires entities to present the service cost component of net periodic benefit cost in the same line item or items in the financial statements as other compensation costs arising from services rendered by the pertinent employees during the period. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

~~In May 2017, the FASB issued ASU No. 2017-09,~~ ~~Scope of Modification Accounting, which amends FASB ASC Topic 718,~~ ~~Compensation - Stock Compensation~~. This ASU provides updated guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on ourcondensed consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Targeting Improvements to Accounting for Hedging Activities, which amends FASB ASC Topic 815, Derivatives and Hedging. This ASU includes amendments to existing guidance to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this ~~guidance~~standard on our condensed consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which amends FASB ASC Topic 220, Income Statement - Reporting Comprehensive Income. This ASU allows a reclassification out of accumulated other comprehensive loss within equity for standard tax effects resulting from the Tax Cuts and Jobs Act and consequently, eliminates the stranded tax effects resulting from the Tax Cuts and Jobs Act. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this standard on our condensed consolidated financial statements.

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~


3.	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, without limitation, 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

During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, Mr. Icahn and his affiliates (excluding us) invested ~~$600~~$280 million and ~~$498~~$600 million, respectively, in the Investment Funds, net of redemptions. As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us) was approximately ~~$4.6~~$5.1 billion and ~~$3.7~~$4.4 billion, respectively, representing approximately ~~61%~~60% and ~~69%~~59% of the Investment Funds' assets under management as of each respective date.

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). Effective April 1, 2011, based on an expense-sharing arrangement, certain expenses borne by us are reimbursed by the Investment Funds. For the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, $2 million and ~~$21~~$3 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement and for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, such allocation was $7$2 million and ~~$28~~$5 million, respectively.

~~Automotive~~Hertz Global Holdings, Inc.

As discussed in Note 4, "Investments and Related Matters," the Investment Funds have an investment in the common stock of Hertz Global Holdings, Inc. ("Hertz") measured at fair value that would have otherwise been subject to the equity method of ~~accounting beginning in the fourth quarter of 2016. Pep Boys~~accounting. Icahn Automotive provides services to Hertz in the ordinary course of business. For the three ~~and nine~~ months ended ~~September~~June 30, 2018 and 2017, revenue from Hertz was $5$10 million and ~~$10~~$3 million, respectively, and $18 million and $5

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

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Notes to Condensed Consolidated Financial Statements (Unaudited)

million for the six months ended June 30, 2018 and 2017, respectively. Additionally, Federal-Mogul had payments to Hertz in the ordinary course of business of $2$1 million and $1 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017.~~2018, respectively.

~~Railcar~~For the six months ended June 30, 2018, the Investment Funds purchased shares of a certain investment from Hertz in the amount of $36 million.

~~ARL~~

~~On February 29, 2016, Icahn Enterprises~~In addition to our transactions with Hertz disclosed above, in January 2018, we entered into a ~~contribution agreement~~Master Motor Vehicle Lease and Management Agreement with ~~an affiliate of Mr. Icahn~~Hertz, pursuant to which Hertz granted 767 Auto Leasing LLC ("767 Leasing"), a joint venture created to purchase vehicles for lease, the option to acquire certain vehicles from Hertz at rates aligned with the ~~remaining 25% economic interest in ARL not already~~rates at which Hertz sells vehicles to third parties. Under this agreement, Hertz will lease the vehicles that 767 Leasing purchases from Hertz, or from third parties, under a mutually developed fleet plan and Hertz will manage, service, repair, sell and maintain those leased vehicles on behalf of 767 Leasing. Additionally, Hertz will rent the leased vehicles to transportation network company drivers from rental counters within locations leased or owned by us. ~~Pursuant~~This agreement has an initial term of 18 months and is subject to ~~this contribution~~automatic six-month renewals thereafter, unless terminated by either party (with or without cause) prior to the start of any such six-month renewal. Our agreement we contributed 685,367 newly issued depositary units of Icahn Enterprises to such affiliate in exchange for the remaining 25% economic interest in ARL. As a result of the transaction, we owned a 100% economic interest in ARL. This transactionwith Hertz was ~~authorized~~unanimously approved by the independent ~~committee of the board of~~ directors of Icahn Enterprises' audit committee. Due to the ~~general partner~~nature of ~~Icahn Enterprises. The independent committee was advised~~our involvement with 767 Leasing, which includes guaranteeing the payment obligations of 767 Leasing and sharing in the profits of 767 Leasing with Hertz, we determined that 767 Leasing is a variable interest entity. Furthermore, we determined that we are not the primary beneficiary as we do not have the power to direct the activities of 767 Leasing that most significantly impact its economic performance. Therefore, we do not consolidate the results of 767 Leasing. As of June 30, 2018, we had an investment in 767 Leasing of $10 million. For the three and six months ended June 30, 2018, purchases from Hertz by ~~independent counsel and retained an independent financial advisor which rendered a fairness opinion.~~767 Leasing were $7 million.

~~Transactions with~~ ACF Industries, Inc.

Our Railcar segment has certain transactions with ACF Industries LLC ("ACF"), an affiliate of Mr. Icahn, under various agreements, as well as on a purchase order basis. ACF is a manufacturer and fabricator of specialty railcar parts and miscellaneous steel products. Agreements and transactions with ACF include the following:

•Railcar component purchases from ~~ACF~~ACF;

•Railcar parts purchases from and sales to ~~ACF~~ACF;

•Railcar purchasing and engineering services ~~agreement~~agreements with ~~ACF~~ACF;

•Lease of certain intellectual property to ~~ACF~~ACF;

•Railcar repair services and support for ~~ACF~~ACF; and

•Railcar purchases from ~~ACF (prior to June 1, 2017)~~ACF.

Purchases from ACF were $1 million and $4$2 million for the three ~~and nine~~ months ended ~~September~~June 30, 2018 and 2017, respectively, and $2 million and $4 million for the ~~three and nine~~six months ended ~~September~~June 30, ~~2016,~~2018 and 2017, respectively. For each of the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, revenues from ACF were not material.

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Insight Portfolio Group LLC

Insight Portfolio Group LLC ("Insight Portfolio Group") is an entity formed and controlled by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates. Icahn Enterprises Holdings has a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group's operating expenses. In addition to the minority equity interest held by Icahn Enterprises Holdings, certain subsidiaries of ours, including Federal-Mogul, CVR Energy, PSC Metals, ARI, ARL (prior to June 1, 2017), Tropicana, Viskase and WPH also acquired minority equity interests in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group's operating expenses. A number of other entities with which Mr. Icahn has a relationship also have minority equity interests in Insight Portfolio Group and also agreed to pay certain of Insight Portfolio Group's operating expenses. For ~~each of~~ the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, we and certain of our subsidiaries paid certain of Insight Portfolio Group's operating expenses of ~~less than~~ $1 ~~million. For each of~~million and $1 million, and for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~and 2016, we and certain of our subsidiaries~~such expenses paid were $2 million and $1 million, respectively, in respect to certain of Insight Portfolio Group's operating expenses.

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Notes to Condensed Consolidated Financial Statements (Unaudited)


4.	Investments and Related Matters.

Investment

Investments and securities sold, not yet purchased consist of equities, bonds, bank debt and other corporate obligations, all of which are reported at fair value in our condensed consolidated balance sheets. These investments are considered trading securities. In addition, our Investment segment has certain derivative transactions which are discussed in Note 6, “Financial Instruments." The carrying value and detail by security type, including business sector for equity securities, with respect to investments and securities sold, not yet purchased held by our Investment segment consist of the following:


	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
Assets	(in millions)				(in millions)
Investments:
Equity securities:
Basic materials	$	867	$	963	$	693	$	1,170
Consumer, non-cyclical	2,459		2,677		2,277		2,551
Consumer, cyclical					1,471		777
Energy	1,178		1,278		1,606		1,489
Financial	2,111		2,385		529		2,185
Technology	908		911		1,169		833
Other	1,020		809		226		372
	8,543		9,023
					7,971		9,377
Corporate debt securities	473		190		161		155
	$	9,016	$	9,213	$	8,132	$	9,532
Liabilities
Securities sold, not yet purchased, at fair value:
Equity securities:
Consumer, non-cyclical	$	219	$	—	$	74	$	101
Consumer, cyclical	798		968		104		667
Energy	94		19		113		110
Industrial	102		100		77		110
	1,213		1,087		368		988

Corporate debt securities	45		52		—		35
	$	1,258	$	1,139	$	368	$	1,023

The portion of trading gains that relates to trading securities still held by our Investment segment was $345 million and $388 million for the three months ended June 30, 2018 and 2017, respectively, and $397 million and $622 million for the six months ended June 30, 2018 and 2017, respectively.

As of June 30, 2018, the Investment Funds owned approximately 27.9% of the outstanding common stock of Hertz. Our Investment segment recorded net losses of $106 million and $142 million for the three months ended June 30, 2018 and 2017, respectively, and net losses of $158 million and $236 million for the six months ended June 30, 2018 and 2017, respectively, with respect to its investment in Hertz. As of June 30, 2018 and December 31, 2017, the aggregate fair value of our Investment segment's investment in Hertz was $359 million and $517 million, respectively.

The Investment Funds also owned approximately 17.1% of the outstanding common stock of Herbalife Ltd. ("Herbalife") as of June 30, 2018. We are deemed to have significant influence with respect to our investment in Herbalife after considering the collective ownership in Herbalife by us and affiliates of Mr. Icahn, as well as our collective representation on the board of directors of Herbalife. Our Investment segment recorded net gains of $173 million and $241 million for the three months ended June 30, 2018 and 2017, respectively, and net gains of $717 million and $423 million for the six months ended June 30, 2018

1922

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

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Notes to Condensed Consolidated Financial Statements (Unaudited)

~~The portion of trading gains that relates to trading securities still held by our Investment segment was $635 million~~ and $754 million for the three months ended September 30, 2017 and 2016, respectively, and approximately $1.2 billion and $626 million for the nine months ended September 30, 2017 and 2016, respectively.

As of September 30, 2017, the Investment Funds owned approximately 28.0% of the outstanding common stock of Hertz. Beginning in the fourth quarter of 2016, this investment would have become subject to the equity method of accounting however, our Investment segment elected to continue to apply the fair value option to this investment. Our Investment segment recorded net gains of $254 million and $19 million for the three and nine months ended September 30, 2017, respectively, with respect to its investment in ~~Hertz.~~Herbalife. As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016, the aggregate fair value of our Investment segment's investment in Hertz was $524 million and $505 million, respectively.~~

The Investment Funds also owned approximately 21.0% of the outstanding common stock of Herbalife Ltd. ("Herbalife") as of September 30, 2017. Beginning in the third quarter of 2016, this investment would have become subject to the equity method of accounting, after considering additional ownership in Herbalife by an affiliate of Mr. Icahn as well as the collective representation on the board of directors of Herbalife, however, our Investment segment elected to continue to apply the fair value option to this investment. Our Investment segment recorded net (losses) gains of $(64) million and $359 million for the three and nine months ended September 30, 2017, respectively, with respect to its investment in Herbalife, and for the three and nine months ended September 30, 2016, such gains were $52 million and $119 million, respectively. As of September 30, 2017 and December 31, 2016, the aggregate fair value of our Investment segment's investment in Herbalife was approximately $1.5 billion and $1.2 billion, respectively.

Herbalife and ~~$867 million, respectively.~~Hertz each file annual, quarterly and current reports, and proxy and information statements with the SEC, which are publicly available.

Other Segments

With the exception of certain equity method investments at our operating subsidiaries disclosed in the table below, our investments are measured at fair value in our condensed consolidated balance sheets. The carrying value of investments held by our other segments and our Holding Company consist of the following:


	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
	(in millions)				(in millions)
Equity method investments	$	332	$	302	$	114	$	106
Other investments (measured at fair value)	400		366		460		400
	$	732	$	668	$	574	$	506


5.	Fair Value Measurements.

U.S. GAAP requires enhanced disclosures about investments and non-recurring non-financial assets and liabilities that are measured and reported at fair value and has established a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring investments or non-financial assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments and non-financial assets and/or liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 - Quoted prices are available in active markets for identical investments and non-financial assets and/or liabilities as of the reporting date.

Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies where all significant inputs are observable. The inputs and assumptions of our Level 2 investments are derived from market observable sources including reported trades, broker/dealer quotes and other pertinent data.

Level 3 - Pricing inputs are unobservable for the investment and non-financial asset and/or liability and include situations where there is little, if any, market activity for the investment or non-financial asset and/or liability. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the investments', non-financial assets' and/or liabilities' level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the investment. Significant transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period when changes in circumstances require such transfers.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the valuation of our assets and liabilities by the above fair value hierarchy levels measured on a recurring ~~basis as of~~ ~~September 30, 2017~~ ~~and December 31, 2016:~~basis:


	September 30, 2017								December 31, 2016								June 30, 2018								December 31, 2017
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets	(in millions)																(in millions)
Investments (Note 4)	$	8,544	$	587	$	265	$	9,396	$	9,033	$	306	$	212	$	9,551	$	7,972	$	275	$	333	$	8,580	$	9,378	$	264	$	278	$	9,920
Derivative contracts, at fair value (Note 6)⁽¹⁾	9		1		—		10		—		23		—		23		10		17		—		27		—		—		—		—
	$	8,553	$	588	$	265	$	9,406	$	9,033	$	329	$	212	$	9,574	$	7,982	$	292	$	333	$	8,607	$	9,378	$	264	$	278	$	9,920
Liabilities
Securities sold, not yet purchased (Note 4)	$	1,213	$	45	$	—	$	1,258	$	1,087	$	52	$	—	$	1,139	$	368	$	—	$	—	$	368	$	988	$	35	$	—	$	1,023
Other liabilities	—		127		—		127		—		187		—		187		—		11		—		11		—		1		—		1
Derivative contracts, at fair value (Note 6)⁽²⁾	—		1,683		—		1,683		—		1,139		—		1,139		—		460		—		460		36		1,239		—		1,275
	$	1,213	$	1,855	$	—	$	3,068	$	1,087	$	1,378	$	—	$	2,465	$	368	$	471	$	—	$	839	$	1,024	$	1,275	$	—	$	2,299


⁽¹⁾	Amounts are classified within other assets ~~in our condensed consolidated balance sheets.~~


⁽²⁾	~~Amounts are classified within accrued expenses and other liabilities~~ in our condensed consolidated balance sheets.

Assets Measured at Fair Value on a Recurring Basis for Which We Use Level 3 Inputs to Determine Fair Value

The changes in investments measured at fair value on a recurring basis for which we use Level 3 inputs to determine fair value are as follows:

Nine Months Ended
September 30,
2017 2016
(in millions)
Balance at January 1 $ 212
$ 283
Net realized and unrealized gains⁽¹⁾
51
10
Purchases 5
50
Transfers out (6 ) (127 )
Transfers in 3
6
Balance at September 30 $ 265
$ 222



	Six Months Ended June 30,
	2018		2017
	(in millions)
Balance at January 1	$	278	$	207
Net unrealized gains	55		17
Balance at June 30	$	333	$	224

⁽¹⁾~~Includes net~~Net unrealized gains ~~(losses) of $51 million and $(6) million for~~during the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017 ~~and 2016, respectively, relating~~relate to ~~investments still held at September 30 of each respective period and which are included in net gain (loss) from investment activities in the condensed consolidated statements of operations.~~

Transfers out of Level 3 during the nine months ended September 30, 2016 primarily relates to our previously held corporate debt investment in TER of $126 million. The investment was transferred out of Level 3 following TER's emergence from bankruptcy on February 26, 2016 and subsequently becoming a wholly owned consolidated subsidiary of ours upon the extinguishment of their debt and its conversion to equity in TER. Purchases during the nine months ended September 30, 2016 relates to an increase in a certain equity investment ~~classified as trading securities~~ which is considered a Level 3 investment due to unobservable market data and is measured at fair value on a recurring basis. We determined the fair value of this investment

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

~~using the Black-Scholes option pricing model and other valuation techniques.~~ based on recent market transactions. As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the fair value of this investment was ~~$258~~$329 million and ~~$207~~$274 million, respectively.

Assets Measured at Fair Value on a Non-Recurring Basis for Which We Use Level 3 Inputs to Determine Fair Value

Certain assets measured at fair value using Level 3 inputs on a ~~nonrecurring~~non-recurring basis have been impaired. During the three and six months ended ~~September~~June 30, ~~2016,~~2018, we recorded impairment charges of ~~$79~~$7 million relating to property, plant and ~~equipment. During~~equipment, and during the ~~nine~~six months ended ~~September~~June 30, 2017, ~~and 2016,~~ we recorded impairment charges of $2 million ~~and $82 million, respectively,~~ relating to property, plant and equipment. We determined the fair value of property, plant and equipment by applying probability weighted, expected present value techniques to the estimated future cash flows using assumptions a market participant would utilize. In addition, during the ~~nine~~three and six months ended ~~September~~June 30, 2017, we recorded a loss of $6$2 million and $7 million, respectively, from marking inventory down to net realizable value at our Automotive segment. Additionally, in connection with our reclassification of certain ~~assets~~railcars leased to others from held and used to assets held for sale, we recorded an impairment charge at our Railcar ~~and Automotive segments, we recorded aggregate impairment charges~~segment of $6$67 million ~~and $74 million~~ for each of the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, which represents the difference between the carrying value and fair value less cost to sell of such assets.~~

2017. Refer to Note ~~8, "Goodwill and Intangible Assets, Net," for discussion of our goodwill and intangible asset impairments.~~

~~Refer to Note 12,~~11, "Segment Reporting," for total impairment recorded by each of our segments.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


6.	Financial Instruments.

Overview

Investment

In the normal course of business, the Investment Funds may trade various financial instruments and enter into certain investment activities, which may give rise to off-balance-sheet risks, with the objective of capital appreciation or as economic hedges against other securities or the market as a whole. The Investment Funds' investments may include futures, options, swaps and securities sold, not yet purchased. These financial instruments represent future commitments to purchase or sell other financial instruments or to exchange an amount of cash based on the change in an underlying instrument at specific terms at specified future dates. Risks arise with these financial instruments from potential counterparty non-performance and from changes in the market values of underlying instruments.

Credit concentrations may arise from investment activities and may be impacted by changes in economic, industry or political factors. The Investment Funds routinely execute transactions with counterparties in the financial services industry, resulting in credit concentration with respect to the financial services industry. In the ordinary course of business, the Investment Funds may also be subject to a concentration of credit risk to a particular counterparty. The Investment Funds seek to mitigate these risks by actively monitoring exposures, collateral requirements and the creditworthiness of its counterparties.

The Investment Funds have entered into various types of swap contracts with other counterparties. These agreements provide that they are entitled to receive or are obligated to pay in cash an amount equal to the increase or decrease, respectively, in the value of the underlying shares, debt and other instruments that are the subject of the contracts, during the period from inception of the applicable agreement to its expiration. In addition, pursuant to the terms of such agreements, they are entitled to receive or obligated to pay other amounts, including interest, dividends and other distributions made in respect of the underlying shares, debt and other instruments during the specified time frame. They are also required to pay to the counterparty a floating interest rate equal to the product of the notional amount multiplied by an agreed-upon rate, and they receive interest on any cash collateral that they post to the counterparty at the federal funds or LIBOR rate in effect for such period.

The Investment Funds may trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of a standardized amount of a deliverable grade commodity, security, currency or cash at a specified price and specified future date unless the contract is closed before the delivery date. Payments (or variation margin) are made or received by the Investment Funds each day, depending on the daily fluctuations in the value of the contract, and the whole value change is recorded as an unrealized gain or loss by the Investment Funds. When the contract is closed, the Investment Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The Investment Funds may utilize forward contracts to seek to protect their assets denominated in foreign currencies and precious metals holdings from losses due to fluctuations in foreign exchange rates and spot rates. The Investment Funds' exposure to credit risk associated with non-performance of such forward contracts is limited to the unrealized gains or losses inherent in such contracts, which are recognized in other assets and accrued expenses and other liabilities in our condensed consolidated balance sheets.

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

The Investment Funds may also enter into foreign currency contracts for purposes other than hedging denominated securities. When entering into a foreign currency forward contract, the Investment Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date unless the contract is closed before such date. The Investment Funds record unrealized gains or losses on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into such contracts and the forward rates at the reporting date.

The Investment Funds may also purchase and write option contracts. As a writer of option contracts, the Investment Funds receive a premium at the outset and then bear the market risk of unfavorable changes in the price of the underlying financial instrument. As a result of writing option contracts, the Investment Funds are obligated to purchase or sell, at the holder's option, the underlying financial instrument. Accordingly, these transactions result in off-balance-sheet risk, as the Investment Funds' satisfaction of the obligations may exceed the amount recognized in our condensed consolidated balance sheets.

Certain terms of the Investment Funds' contracts with derivative counterparties, which are standard and customary to such contracts, contain certain triggering events that would give the counterparties the right to terminate the derivative instruments. In such events, the counterparties to the derivative instruments could request immediate payment on derivative instruments in net liability positions. The aggregate fair value of all of the Investment Funds' derivative instruments with credit-risk-related

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

contingent features that are in a liability position at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 was ~~$7 million~~zero and ~~$39~~$17 million, respectively.

~~Automotive~~The following table summarizes the volume of our Investment segment's derivative activities based on their notional exposure, categorized by primary underlying risk:

Federal-Mogul is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Federal-Mogul aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures not offset within its operations, Federal-Mogul enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Federal-Mogul assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.



	June 30, 2018				December 31, 2017
	Long Notional Exposure		Short Notional Exposure		Long Notional Exposure		Short Notional Exposure
Primary underlying risk:	(in millions)
Equity contracts	$	239	$	6,850	$	243	$	6,660
Credit contracts⁽¹⁾	—		—		—		391
Commodity contracts	—		237		—		634


⁽¹⁾	The short notional amount on our credit default swap positions was approximately $2.5 billion as of December 31, 2017. However, because credit spreads cannot compress below zero, our downside short notional exposure to loss is $391 million as of December 31, 2017.

Energy

CVR Refining enters into commodity swap contracts in order to fix the margin on a portion of future production. Additionally, CVR Refining may enter into price and basis swaps in order to fix the price on a portion of its commodity purchases and product sales. The physical volumes are not exchanged and these contracts are net settled with cash. The contract fair value of the commodity swaps is reflected on the condensed consolidated balance sheets with changes in fair value currently recognized in the condensed consolidated statements of operations. Quoted prices for similar assets or liabilities in active markets (Level 2) are considered to determine the fair values for the purpose of marking to market the hedging instruments at each period end. ~~At September~~CVR Refining did not have open commodity swap instruments at June 30, ~~2017 and~~2018. At December 31, ~~2016,~~2017, CVR Refining had open commodity swap instruments consisting of ~~16.2 million and 4.0~~14 million barrels of crack spreads, ~~respectively,~~ primarily to fix the margin on a portion of its future gasoline and distillate production. Additionally, as of June 30, 2018 and December 31, 2017, CVR Refining had open forward purchase and sale commitments for 4 million barrels and 6 million barrels, respectively, of Canadian crude oil priced at fixed differentials that are not considered probable of physical settlement and are accounted for as derivatives.

Consolidated Derivative Information

Certain derivative contracts executed by the Investment Funds ~~with a single counterparty, by our Automotive segment~~ with a single counterparty or by our Energy segment with a single counterparty are reported on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement. Values for the derivative financial instruments, principally swaps, forwards, over-the-counter options and other conditional and exchange contracts, are reported on a net-by-counterparty basis. As a result, the net exposure to counterparties is reported in either other assets or accrued expenses and other liabilities in our condensed consolidated balance sheets.

The following table presents the consolidated fair values of our derivatives that are not designated as hedging instruments in accordance with U.S GAAP:



Derivatives Not Designated as Hedging Instruments	Asset Derivatives⁽¹⁾						Liability Derivatives
Derivatives Not Designated as Hedging Instruments	June 30, 2018			December 31, 2017			June 30, 2018			December 31, 2017
	(in millions)
Equity contracts	$	16		$	—		$	433		$	1,159
Credit contracts	—			—			—			17
Commodity contracts	16			7			32			106
Sub-total	32			7			465			1,282
Netting across contract types⁽²⁾	(5		)	(7		)	(5		)	(7		)
Total⁽²⁾	$	27		$	—		$	460		$	1,275


⁽¹⁾	Net asset derivatives are classified within other assets in our condensed consolidated balance sheets.


⁽²⁾	Excludes netting of cash collateral received and posted. The total collateral posted at June 30, 2018 and December 31, 2017 was $252 million and $542 million, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash on the condensed consolidated balance sheets.

2326

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents the ~~consolidated fair values of our derivatives that are not designated as hedging instruments in accordance with U.S GAAP:~~

Derivatives Not Designated as Hedging Instruments
Asset Derivatives⁽¹⁾

Liability Derivatives⁽²⁾
September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
(in millions)
Equity contracts $ 21
$ 15
$ 1,676
$ 1,104
Credit contracts —
17
7
39
Commodity contracts 5
2
17
11
Sub-total 26
34
1,700
1,154
Netting across contract types⁽³⁾
(17 ) (15 ) (17 ) (15 )
Total⁽³⁾
$ 9
$ 19
$ 1,683
$ 1,139


⁽¹⁾	~~Net asset derivatives are located within other assets in our condensed consolidated balance sheets.~~


⁽²⁾	~~Net liability derivatives are located within accrued expenses and other liabilities in our condensed consolidated balance sheets.~~


⁽³⁾	Excludes netting of cash collateral received and posted. The total collateral posted at September 30, 2017 and December 31, 2016 was $818 million and $634 million, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash on the condensed consolidated balance sheets.

~~The following table presents the~~ amount of gain (loss) recognized in the condensed consolidated statements of operations for our derivatives not designated as hedging instruments:


	Gain (Loss) Recognized in Income⁽¹⁾												Gain (Loss) Recognized in Income⁽¹⁾
Derivatives Not Designated as Hedging Instruments	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments	2017			2016			2017			2016			2018			2017			2018			2017
	(in millions)												(in millions)
Equity contracts	$	(350	)	$	(448	)	$	(1,185	)	$	(1,106	)	$	(147	)	$	(262	)	$	(89	)	$	(835	)
Foreign exchange contracts	—			(7		)	—			(21		)
Credit contracts	(15		)	(44		)	(32		)	87			—			8			53			(17		)
Interest rate contracts	—			—			—			(12		)
Commodity contracts	(20		)	32			(36		)	(36		)	19			(11		)	114			(16		)
	$	(385	)	$	(467	)	$	(1,253	)	$	(1,088	)	$	(128	)	$	(265	)	$	78		$	(868	)


⁽¹⁾	Gains (losses) recognized on derivatives are classified in net gain (loss) from investment activities in our condensed consolidated statements of operations for our Investment segment and are included in other income (loss), net for all other segments.

~~The volume of our derivative activities based on their notional exposure, categorized by primary underlying risk, is as follows:~~

September 30, 2017 December 31, 2016
Long Notional Exposure Short Notional Exposure Long Notional Exposure Short Notional Exposure
Primary underlying risk: (in millions)
Equity contracts $ 183
$ 12,376
$ 112
$ 14,094
Credit contracts⁽¹⁾
—
326
202
472
Commodity contracts 20
1,247
16
754

⁽¹⁾

~~The short notional amount~~ Gains (losses) recognized on derivatives for our credit default swap positions was approximately $1.9 billion and $2.6 billion as of September 30, 2017 and December 31, 2016, respectively. However, because credit spreads cannot compress below zero, our downside short notional exposure to loss is $326Investment segment were $(139) million and ~~$472~~$(265) million ~~as of September~~for the three months ended June 30, 2018 and 2017, respectively, and ~~December 31, 2016,~~$8 million and $(880) million for the six months ended June 30, 2018 and 2017, respectively. Gains recognized on derivatives for our other segments were $11 million and zero for the three months ended June 30, 2018 and 2017, respectively, and $70 million and $12 million for the six months ended June 30, 2018 and 2017, respectively.

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Non-Derivative Instruments Designated as Hedging Instruments

As of ~~September~~June 30, 2018 and December 31, 2017, Federal-Mogul ~~has~~had foreign currency denominated debt (included in liabilities held for sale on our condensed consolidated balance sheets), of which ~~$890~~$845 million isand $884 million, respectively, was designated as a net investment hedge in certain foreign subsidiaries and affiliates of Federal-Mogul. Changes to its carrying value are included in other comprehensive loss as translation adjustments and other. ~~These debt instruments are discussed further in Note 9, “Debt.”~~ The amount recognized in accumulated other comprehensive loss was a gain (loss) of $1 million and $(60) million for the three ~~and nine~~ months ended ~~September~~June 30, 2018 and 2017, ~~was a loss of $25~~respectively, and $(23) million and ~~$71~~$(46) million for the six months ended June 30, 2018 and 2017, respectively.


7.	Inventories, Net.

Inventories, net consists of the following:


	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
	(in millions)				(in millions)
Raw materials	$	523	$	483	$	304	$	252
Work in process	343		299		136		127
Finished goods	2,390		2,201		1,511		1,426
	$	3,256	$	2,983	$	1,951	$	1,805


8.	Goodwill and Intangible Assets, Net.

Goodwill consists of the following:


	September 30, 2017							December 31, 2016							June 30, 2018						December 31, 2017
	Gross Carrying Amount		Accumulated Impairment			Net Carrying Value		Gross Carrying Amount		Accumulated Impairment			Net Carrying Value		Gross Carrying Amount		Accumulated Impairment		Net Carrying Value		Gross Carrying Amount		Accumulated Impairment		Net Carrying Value
	(in millions)														(in millions)
Automotive	$	1,723	$	(537	)	$	1,186	$	1,662	$	(537	)	$	1,125	$	322	$	—	$	322	$	320	$	—	$	320
Railcar	7		—			7		7		—			7		7		—		7		7		—		7
Food Packaging	6		—			6		4		—			4		7		—		7		7		—		7
	$	1,736	$	(537	)	$	1,199	$	1,673	$	(537	)	$	1,136	$	336	$	—	$	336	$	334	$	—	$	334

~~Intangible assets, net consists of the following:~~

September 30, 2017 December 31, 2016
   Gross Carrying Amount
Accumulated
Amortization

Net
Carrying
Value

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Value
(in millions)
Definite-lived intangible assets:
Customer relationships $ 1,082
$ (521 ) $ 561
$ 1,059
$ (471 ) $ 588
Developed technology 143
(114 ) 29
142
(104 ) 38
In-place leases 121
(90 ) 31
121
(83 ) 38
Gasification technology license 60
(13 ) 47
60
(11 ) 49
Other 90
(30 ) 60
84
(23 ) 61
$ 1,496
$ (768 ) $ 728
$ 1,466
$ (692 ) $ 774
Indefinite-lived intangible assets:



Trademarks and brand names $ 307
$ 305
Gaming licenses 37
37
344
342
Intangible assets, net $ 1,072
$ 1,116

2527

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Intangible assets, net consists of the following:



	June 30, 2018							December 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
	(in millions)
Definite-lived intangible assets:
Customer relationships	$	397	$	(125	)	$	272	$	397	$	(115	)	$	282
Developed technology	4		(4		)	—		4		(4		)	—
In-place leases	121		(97		)	24		121		(92		)	29
Gasification technology license	60		(15		)	45		60		(14		)	46
Other	150		(32		)	118		149		(24		)	125
	$	732	$	(273	)	$	459	$	731	$	(249	)	$	482
Indefinite-lived intangible assets:
Trademarks and brand names						$	62						$	62
Intangible assets, net						$	521						$	544

Amortization expense associated with definite-lived intangible assets was ~~$26~~$12 million and ~~$23~~$9 million for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$75~~$24 million and ~~$72~~$18 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets.

~~Acquisitions~~

Acquisitions during the three and nine months ended September 30, 2017 were not material individually or in the aggregate. As a result of certain acquisitions, our Automotive and Food Packaging segments allocated $47 million and $2 million, respectively, to goodwill during the nine months ended September 30, 2017. In addition, our Food Packaging segment allocated $25 million to definite-lived intangible assets amortized over a weighted average of 12 to 20 years. The purchase price allocations for the above acquisitions are not all final and are subject to change.

~~Impairment of Goodwill~~

We perform the annual goodwill impairment test for our Energy segment as of April 30 of each year, or more frequently if impairment indicators exist. During the first quarter of 2016, due to worsening sales trends for our Energy segment's petroleum reporting unit, we performed an interim goodwill impairment analysis. Based on this analysis, our Energy segment recognized a goodwill impairment charge of $574 million, which represented the full amount of the remaining goodwill allocated to the petroleum reporting unit as well as the Energy segment.


9.	Debt.

Refer to Note 12, "Segment Reporting," for debt balances for each of our segments and our Holding Company. Except for those described below, there were no other significant changes to our consolidated debt during the ~~nine~~ months ended September 30, 2017 as compared to that reported in our Annual Report on Form 10-K for the year ended December 31, 2016. Additionally, where applicable, we or our subsidiaries were in compliance with all covenants for their respective debt instruments as of September 30, 2017 and December 31, 2016.

~~Icahn Enterprises and Icahn Enterprises Holdings~~

On January 18, 2017, we and a wholly owned subsidiary of ours, Icahn Enterprises Finance Corp. (collectively, the "Issuers"), issued $695 million in aggregate principal amount of 6.250% senior unsecured notes due 2022 and $500 million in aggregate principal amount of 6.750% senior unsecured notes due 2024 (collectively, the "New Notes"). The net proceeds from the saleDebt consists of the New Notes were $1.190 billion, after deducting the initial purchaser’s discount and commission and estimated fees and expenses related to the offering. These proceeds were used to redeem all of the Issuer's outstanding senior unsecured notes due 2017, including accrued interest. Interest on the New Notes are payable on February 1 and August 1 of each year, commencing August 1, 2017. The Issuers issued the New Notes under an indenture dated January 18, 2017, among the Issuers, Icahn Enterprises Holdings (the "Guarantor"), and Wilmington Trust Company, as trustee. The indenture contains customary events of defaults and covenants relating to, among other things, the incurrence of debt, affiliate transactions, liens and restricted payments. Prior to maturity of the New Notes, the Issuers may redeem some or all of the notes at certain times by paying a premium as specified in the indenture, plus accrued and unpaid interest.

The New Notes and the related guarantee 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. All 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. All 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.

On March 22, 2017, the Issuers and the Guarantor filed a registration statement on Form S-4 with the SEC which offered to exchange the unregistered New Notes for registered, publicly tradable notes that have substantially identical terms as the New Notes. The registration statement on Form S-4 was declared effective by the SEC on April 27, 2017 and the exchange offer expired on May 24, 2017.

~~As of September 30, 2017, based on covenants in the indentures governing our senior unsecured notes, we are not permitted to incur additional indebtedness.~~

~~Automotive~~

On March 30, 2017, Federal-Mogul issued €415 million in aggregate principal amount of 4.875% senior secured notes due 2022 and €300 million in aggregate principal amount of floating rate senior secured notes due 2024. Interest on the floating

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

rate notes will accrue at the three-month EURIBOR rate, with 0% floor, plus 4.875% per annum. These notes were issued without a discount and will rank equally in right of payment to all existing and future senior secured indebtedness of Federal-Mogul. Proceeds from the issuance of these notes were $776 million which were used to repay Federal-Mogul's tranche B term loan, including accrued interest, a portion of the outstanding balance on its revolving facility and fees and expenses related to the issuance of the notes.

On June 29, 2017, Federal-Mogul issued €350 million in aggregate principal amount of 5.000% senior secured notes due 2024. These notes were issued without a discount and will rank equally in right of payment to all existing and future senior secured indebtedness of Federal-Mogul. Proceeds from the issuance of these notes were $395 million which were used to repay a portion of Federal-Mogul's tranche C term loan, including accrued interest, and fees and expenses related to the issuance of the notes.

Federal-Mogul recognized an aggregate $4 million loss on the extinguishment of debt for the nine months ended September 30, 2017 for the write-off of prior debt issuance costs and original issue discounts related to the tranche B and tranche C term loans discussed above.


~~10.~~	~~Pension, Other Post-Retirement Benefits and Employee Benefit Plans~~.

Federal-Mogul, ARI and Viskase each sponsor several defined benefit pension plans (the ''Pension Benefits'') (and, in the case of Viskase, its pension plans include defined contribution plans). Additionally, Federal-Mogul and Viskase each sponsor health care and life insurance benefits (''Other Post-Retirement Benefits'') for certain employees and retirees around the world.

~~Components of net periodic benefit cost for the three and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2017~~ ~~and 2016 are as follows:~~following:

Pension Benefits Other Post-Retirement Benefits
Three Months Ended
September 30, Three Months Ended
September 30,
2017 2016 2017 2016
(in millions)
Service cost $ 4
$ 5
$ —
$ —
Interest cost 16
17
4
3
Expected return on plan assets (15 ) (14 ) —
—
Amortization of actuarial losses 9
6
—
1
Amortization of prior service credit —
—
(2 ) (1 )
$ 14
$ 14
$ 2
$ 3

Pension Benefits Other Post-Retirement Benefits
Nine Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(in millions)
Service cost $ 13
$ 13
$ —
$ —
Interest cost 47
51
9
9
Expected return on plan assets (43 ) (43 ) —
—
Amortization of actuarial losses 20
17
—
2
Amortization of prior service credit —
—
(3 ) (3 )
$ 37
$ 38
$ 6
$ 8

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~


~~11.~~	~~Net Income Per LP Unit~~.

The following table sets forth the allocation of net income attributable to Icahn Enterprises allocable to limited partners and the computation of basic and diluted income (loss) per LP unit of Icahn Enterprises:

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(in millions, except per unit data)
Net income (loss) attributable to Icahn Enterprises $ 597
$ (16 ) $ 2,132
$ (922 )
Net income (loss) attributable to Icahn Enterprises allocable to limited partners (98.01% allocation) $ 586
$ (16 ) $ 2,090
$ (904 )

Basic and diluted income (loss) per LP unit $ 3.53
$ (0.12 ) $ 13.23
$ (6.70 )
Basic and diluted weighted average LP units outstanding 166
139
158
135

~~Icahn Enterprises Rights Offering~~

In January 2017, Icahn Enterprises commenced a rights offering entitling holders of the rights to acquire newly issued depositary units of Icahn Enterprises. The rights offering, which expired on February 22, 2017, was fully subscribed with total basic subscription rights and over-subscription rights being exercised resulting in a total of 11,171,104 depositary units issued on March 1, 2017 and for aggregate proceeds of $600 million. Affiliates of Mr. Icahn fully exercised all of the basic subscription rights and over-subscription rights allocated to them in the rights offering aggregating 10,525,105 additional depositary units.

~~LP Unit Distributions~~

On February 27, 2017, Icahn Enterprises declared a quarterly distribution in the amount of $1.50 per depositary unit in which each depositary unit holder had the option to make an election to receive either cash or additional depositary units. As a result, on April 18, 2017, Icahn Enterprises distributed an aggregate 4,335,685 depositary units to unit holders electing to receive depositary units in connection with this distribution.

On May 3, 2017, Icahn Enterprises declared a quarterly distribution in the amount of $1.50 per depositary unit in which each depositary unit holder had the option to make an election to receive either cash or additional depositary units. As a result, on June 13, 2017, Icahn Enterprises distributed an aggregate 4,556,977 depositary units to unit holders electing to receive depositary units in connection with this distribution.

On August 2, 2017, Icahn Enterprises declared a quarterly distribution in the amount of $1.50 per depositary unit in which each depositary unit holder had the option to make an election to receive either cash or additional depositary units. As a result, on September 15, 2017, Icahn Enterprises distributed an aggregate 4,272,982 depositary units to unit holders electing to receive depositary units in connection with this distribution.

~~2017 Incentive Plan~~

During the three and nine months ended September 30, 2017, Icahn Enterprises distributed 2,388 and 5,418 depositary units, respectively, net of payroll withholdings, with respect to certain restricted depositary units that vested during the period in connection with the 2017 Incentive Plan. The aggregate impact of the 2017 Incentive Plan is not material with respect to our condensed consolidated financial statements, including the calculation of potentially dilutive units.



	June 30, 2018		December 31, 2017
	(in millions)
Holding Company:
6.000% senior unsecured notes due 2020	$	1,703	$	1,703
5.875% senior unsecured notes due 2022	1,342		1,342
6.250% senior unsecured notes due 2022	1,215		1,216
6.750% senior unsecured notes due 2024	498		498
6.375% senior unsecured notes due 2025	747		748
	5,505		5,507
Reporting Segments:
Automotive	324		340
Energy	1,167		1,166
Railcar	533		546
Metals	1		1
Mining	54		58
Food Packaging	270		273
Real Estate	20		22
Home Fashion	6		5
	2,375		2,411
Total Debt	$	7,880	$	7,918

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


~~12.~~10.	Net Income Per LP Unit.

The components of the computation of basic and diluted income (loss) per LP unit from continuing and discontinued operations of Icahn Enterprises are as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
	(in millions, except per unit data)
Net income attributable to Icahn Enterprises from continuing operations	$	164	$	1,502	$	272	$	1,450
Net income attributable to Icahn Enterprises from continuing operations allocable to limited partners (98.01% allocation)	$	161	$	1,472	$	267	$	1,421
Net income attributable to Icahn Enterprises from discontinued operations allocable to limited partners	$	142	$	50	$	170	$	83

Basic and diluted income per LP unit:
Continuing operations	$	0.90	$	9.20	$	1.52	$	9.23
Discontinued operations	0.80		0.31		0.96		0.54
	$	1.70	$	9.51	$	2.48	$	9.77
Basic and diluted weighted average LP units outstanding	178		160		176		154

Icahn Enterprises Rights Offering

In January 2017, Icahn Enterprises commenced a rights offering entitling holders of the rights to acquire newly issued depositary units of Icahn Enterprises. In connection with this rights offering, we received proceeds of $600 million during the six months ended June 30, 2017.

LP Unit Distribution

On February 27, 2018, Icahn Enterprises declared a quarterly distribution in the amount of $1.75 per depositary unit in which each depositary unit holder had the option to make an election to receive either cash or additional depositary units.

On May 2, 2018, Icahn Enterprises declared a quarterly distribution in the amount of $1.75 per depositary unit in which each depositary unit holder had the option to make an election to receive either cash or additional depositary units.

As a result of the above distributions declared, during the six months ended June 30, 2018, Icahn Enterprises distributed an aggregate 8,608,269 depositary units to unit holders electing to receive depositary units, of which an aggregate of 8,494,768 depositary units were distributed to Mr. Icahn and his affiliates. In connection with these distributions, aggregate cash distributions to all depositary unitholders was $47 million during the three and six months ended June 30, 2018.

2017 Incentive Plan

During the three months ended June 30, 2018 and 2017, Icahn Enterprises distributed 3,087 and 2,358 depositary units, respectively, and 18,158 and 3,030 depositary units during the six months ended June 30, 2018 and 2017, respectively, net of payroll withholdings, with respect to certain restricted depositary units and deferred unit awards that vested during the period in connection with the Icahn Enterprises L.P. 2017 Long Term Incentive Plan ("2017 Incentive Plan"). The aggregate impact of the 2017 Incentive Plan is not material with respect to our condensed consolidated financial statements, including the calculation of potentially dilutive units and diluted income per LP unit.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


11.	Segment Reporting.

We report segment information based on the various industries in which our businesses operate and how we manage those businesses in accordance with our investment strategies, which may include: identifying and acquiring undervalued assets and businesses, often through the purchase of distressed securities; increasing value through management, financial or other operational changes; and managing complex legal, regulatory or financial issues, which may include bankruptcy or insolvency, environmental, zoning, permitting and licensing issues. Therefore, although many of our businesses are operated under separate local management, certain of our businesses are grouped together when they operate within a similar industry, comprising similarities in products, customers, production processes and regulatory environments, and when such businesses, when considered together, may be managed in accordance with one or more investment strategies specific to those businesses. Among other measures, we assess and measure segment operating results based on net income from continuing operations attributable to Icahn Enterprises and Icahn Enterprises Holdings. Certain terms of financings for certain of our businesses impose restrictions on the business' ability to transfer funds to us, including restrictions on dividends, distributions, loans and other transactions.

Condensed Statements of Operations

Icahn Enterprises' condensed statements of operations by reporting segment ~~for the three and~~ ~~nine~~ ~~months ended September 30, 2017 and 2016~~ are presented below. Icahn Enterprises Holdings' condensed statements of operations are substantially the same, with immaterial differences relating to our Holding Company's interest expense.


	Three Months Ended September 30, 2017																																			Three Months Ended June 30, 2018
	Investment			Automotive			Energy			Railcar			Gaming			Metals			Mining			Food Packaging			Real Estate		Home Fashion			Holding Company			Consolidated			Investment			Automotive			Energy			Railcar			Metals			Mining			Food Packaging			Real Estate		Home Fashion			Holding Company			Consolidated
	(in millions)																																			(in millions)
Revenues:
Net sales	$	—		$	2,493		$	1,453		$	68		$	—		$	110		$	21		$	99		$	2	$	46		$	—		$	4,292		$	—		$	602		$	1,914		$	90		$	132		$	26		$	104		$	6	$	45		$	—		$	2,919
Other revenues from operations	—			96			—			66			246			—			—			—			19		—			—			427			—			135			—			57			—			—			—			18		—			—			210
Net income from investment activities	386			—			—			—			—			—			—			—			—		—			34			420
Net gain (loss) from investment activities																																				372			—			—			(1		)	—			—			—			—		—			38			409
Interest and dividend income	27			3			1			1			—			—			—			—			2		—			3			37			28			—			1			1			—			—			—			5		—			2			37
Gain (loss) on disposition of assets, net	—			1			(1		)	(10		)	—			—			—			—			456		—			—			446
(Loss) gain on disposition of assets, net																																				—			—			(5		)	1			(1		)	1			—			—		—			—			(4		)
Other (loss) income, net	(9		)	15			(16		)	1			60			(1		)	(2		)	4			1		—			5			58			(1		)	—			12			—			—			4			(7		)	—		1			(2		)	7
	404			2,608			1,437			126			306			109			19			103			480		46			42			5,680			399			737			1,922			148			131			31			97			29		46			38			3,578
Expenses:
Cost of goods sold	—			2,022			1,356			65			—			105			15			75			2		39			—			3,679			—			384			1,776			84			124			19			80			4		39			—			2,510
Other expenses from operations	—			107			—			25			109			—			—			—			13		—			—			254			—			117			—			32			—			—			—			13		—			—			162
Selling, general and administrative	3			455			35			9			87			5			4			14			2		11			8			633			1			258			39			11			4			6			15			4		9			5			352
Restructuring, net	—			4			—			—			—			—			—			1			—		—			—			5			—			—			—			—			—			—			—			—		1			—			1
Impairment	—			4			—			1			—			—			—			—			—		—			—			5			—			3			—			4			—			—			—			—		—			—			7
Interest expense	42			42			28			5			3			—			2			3			—		—			82			207			1			5			27			6			—			—			3			—		—			83			125
	45			2,634			1,419			105			199			110			21			93			17		50			90			4,783			2			767			1,842			137			128			25			98			21		49			88			3,157
Income (loss) before income tax benefit (expense)	359			(26		)	18			21			107			(1		)	(2		)	10			463		(4		)	(48		)	897
Income (loss) from continuing operations before income tax benefit (expense)																																				397			(30		)	80			11			3			6			(1		)	8		(3		)	(50		)	421
Income tax benefit (expense)	—			19			(2		)	(6		)	(27		)	2			—			(4		)	—		—			(50		)	(68		)	—			12			(12		)	(4		)	—			(1		)	—			—		—			17			12
Net income (loss)	359			(7		)	16			15			80			1			(2		)	6			463		(4		)	(98		)	829
Less: net income (loss) attributable to non-controlling interests	221			2			(2		)	3			7			—			—			1			—		—			—			232
Net income (loss) attributable to Icahn Enterprises	$	138		$	(9	)	$	18		$	12		$	73		$	1		$	(2	)	$	5		$	463	$	(4	)	$	(98	)	$	597
Net income (loss) from continuing operations																																				397			(18		)	68			7			3			5			(1		)	8		(3		)	(33		)	433
Less: net income (loss) from continuing operations attributable to non-controlling interests																																				240			—			26			3			—			1			(1		)	—		—			—			269
Net income (loss) from continuing operations attributable to Icahn Enterprises																																				$	157		$	(18	)	$	42		$	4		$	3		$	4		$	—		$	8	$	(3	)	$	(33	)	$	164

Supplemental information:
Capital expenditures	$	—		$	113		$	23		$	30		$	30		$	1		$	10		$	6		$	7	$	2		$	—		$	222		$	—		$	18		$	22		$	5		$	1		$	10		$	6		$	1	$	2		$	—		$	65
Depreciation and amortization⁽¹⁾	$	—		$	128		$	70		$	15		$	19		$	5		$	2		$	5		$	5	$	2		$	—		$	251		$	—		$	22		$	72		$	16		$	4		$	2		$	6		$	5	$	2		$	—		$	129

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Three Months Ended September 30, 2016
Investment Automotive Energy Railcar Gaming Metals Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated
(in millions)
Revenues:






Net sales $ —
$ 2,346
$ 1,240
$ 94
$ —
$ 72
$ 18
$ 81
$ 5
$ 48
$ —
$ 3,904
Other revenues from operations —
116
—
133
268
—
—
—
20
—
—
537
Net gain (loss) from investment activities 412
—
5
—
—
—
—
—
—
—
1
418
Interest and dividend income 24
—
1
—
—
—
—
—
—
—
2
27
(Loss) gain on disposition of assets, net —
(1 ) (1 ) 1
—
—
—
—
—
—
—
(1 )
Other (loss) income, net (1 ) 15
(1 ) —
3
—
(1 ) (1 ) —
—
—
14
435
2,476
1,244
228
271
72
17
80
25
48
3
4,899
Expenses:
Cost of goods sold —
1,899
1,195
86
—
78
13
61
4
42
—
3,378
Other expenses from operations —
122
—
80
127
—
—
—
13
—
—
342
Selling, general and administrative 21
382
35
10
118
4
4
12
4
10
3
603
Restructuring, net —
7
—
—
—
1
—
—
—
—
—
8
Impairment —
1
—
—
92
—
—
—
—
—
—
93
Interest expense 52
41
26
22
3
—
2
4
—
—
72
222
73
2,452
1,256
198
340
83
19
77
21
52
75
4,646
Income (loss) before income tax benefit (expense) 362
24
(12 ) 30
(69 ) (11 ) (2 ) 3
4
(4 ) (72 ) 253
Income tax benefit (expense) —
9
4
(9 ) (14 ) 5
(1 ) (1 ) —
—
(8 ) (15 )
Net income (loss) 362
33
(8 ) 21
(83 ) (6 ) (3 ) 2
4
(4 ) (80 ) 238
Less: net income (loss) attributable to non-controlling interests 251
4
(10 ) 3
6
—
(1 ) 1
—
—
—
254
Net income (loss) attributable to Icahn Enterprises $ 111
$ 29
$ 2
$ 18
$ (89 ) $ (6 ) $ (2 ) $ 1
$ 4
$ (4 ) $ (80 ) $ (16 )

Supplemental information:
Capital expenditures $ —
$ 98
$ 23
$ 42
$ 15
$ 1
$ 7
$ 5
$ —
$ 3
$ —
$ 194
Depreciation and amortization⁽¹⁾
$ —
$ 120
$ 68
$ 35
$ 18
$ 6
$ 2
$ 4
$ 4
$ 1
$ —
$ 258

Nine Months Ended September 30, 2017
Investment Automotive Energy Railcar Gaming Metals Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated
(in millions)
Revenues:







Net sales $ —
$ 7,488
$ 4,395
$ 184
$ —
$ 315
$ 76
$ 288
$ 9
$ 138
$ —
$ 12,893
Other revenues from operations —
329
—
320
685
—
—
—
55
—
—
1,389
Net income from investment activities 552
—
—
2
—
—
—
—
—
—
50
604
Interest and dividend income 80
4
1
2
1
—
1
—
2
—
8
99
Gain (loss) on disposition of assets, net —
4
(2 ) 1,511
(3 ) —
—
—
456
—
—
1,966
Other (loss) income, net (50 ) 45
(3 ) 2
61
(1 ) (3 ) 3
1
—
5
60
582
7,870
4,391
2,021
744
314
74
291
523
138
63
17,011
Expenses:
Cost of goods sold —
6,045
4,191
170
—
299
45
218
7
119
—
11,094
Other expenses from operations —
326
—
107
317
—
—
—
36
—
—
786
Selling, general and administrative 8
1,320
105
38
280
14
12
47
8
30
21
1,883
Restructuring, net —
11
—
—
—
—
—
3
—
—
—
14
Impairment —
12
—
68
—
—
—
—
2
—
—
82
Interest expense 134
124
82
39
9
—
5
10
1
—
244
648
142
7,838
4,378
422
606
313
62
278
54
149
265
14,507
Income (loss) before income tax benefit (expense) 440
32
13
1,599
138
1
12
13
469
(11 ) (202 ) 2,504
Income tax benefit (expense) —
537
2
(525 ) (48 ) 3
(2 ) (5 ) —
—
(72 ) (110 )
Net income (loss) 440
569
15
1,074
90
4
10
8
469
(11 ) (274 ) 2,394
Less: net income (loss) attributable to non-controlling interests 228
8
(7 ) 11
18
—
2
2
—
—
—
262
Net income (loss) attributable to Icahn Enterprises $ 212
$ 561
$ 22
$ 1,063
$ 72
$ 4
$ 8
$ 6
$ 469
$ (11 ) $ (274 ) $ 2,132

Supplemental information:
Capital expenditures $ —
$ 333
$ 80
$ 139
$ 83
$ 4
$ 27
$ 15
$ 7
$ 4
$ —
$ 692
Depreciation and amortization⁽¹⁾
$ —
$ 375
$ 208
$ 51
$ 54
$ 15
$ 4
$ 18
$ 15
$ 6
$ —
$ 746

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


	Nine Months Ended September 30, 2016																																			Three Months Ended June 30, 2017
	Investment			Automotive			Energy			Railcar			Gaming			Metals			Mining			Food Packaging			Real Estate		Home Fashion			Holding Company			Consolidated			Investment		Automotive			Energy			Railcar			Metals		Mining			Food Packaging			Real Estate		Home Fashion			Holding Company			Consolidated
	(in millions)																																			(in millions)
Revenues:
Net sales	$	—		$	7,140		$	3,429		$	315		$	—		$	206		$	49		$	243		$	13	$	151		$	—		$	11,546		$	—	$	569		$	1,434		$	55		$	102	$	22		$	99		$	6	$	45		$	—		$	2,332
Other revenues from operations	—			314			—			398			740			—			—			—			54		—			—			1,506			—		125			—			121			—		—			—			19		—			—			265
Net (loss) gain from investment activities	(841		)	—			5			—			—			—			—			—			—		—			10			(826		)
Net gain from investment activities																																				294		—			—			2			—		—			—			—		—			18			314
Interest and dividend income	84			2			1			2			—			—			1			—			—		—			7			97			27		—			—			1			—		1			—			—		—			3			32
Gain on disposition of assets, net	—			8			(1		)	1			—			1			—			—			1		—			—			10
Other (loss) income, net	(3		)	52			(9		)	3			3			—			(9		)	4			—		1			1			43
Gain (loss) on disposition of assets, net																																				—		3			(1		)	1,521			—		—			—			—		—			—			1,523
Other income (loss), net																																				—		—			—			—			—		1			(2		)	—		—			—			(1		)
	(760		)	7,516			3,425			719			743			207			41			247			68		152			18			12,376			321		697			1,433			1,700			102		24			97			25		45			21			4,465
Expenses:
Cost of goods sold	—			5,797			3,297			270			—			217			43			185			10		130			—			9,949			—		372			1,416			50			98		13			75			4		40			—			2,068
Other expenses from operations	—			323			—			186			358			—			—			—			35		—			—			902			—		120			—			39			—		—			—			13		—			—			172
Selling, general and administrative	28			1,131			103			32			329			14			12			39			9		28			11			1,736			3		212			32			15			4		2			16			5		9			9			307
Restructuring, net	—			28			—			—			—			1			—			—			—		—			—			29			—		—			—			—			—		—			2			—		—			—			2
Impairment	—			4			574			—			92			—			—			—			—		—			—			670			—		2			—			67			—		—			—			—		—			—			69
Interest expense	184			118			56			66			9			—			5			10			1		—			216			665			45		4			27			15			—		1			4			1		—			80			177
	212			7,401			4,030			554			788			232			60			234			55		158			227			13,951			48		710			1,475			186			102		16			97			23		49			89			2,795
(Loss) income before income tax (expense) benefit	(972		)	115			(605		)	165			(45		)	(25		)	(19		)	13			13		(6		)	(209		)	(1,575		)
Income tax (expense) benefit	—			(12		)	17			(42		)	(24		)	12			(2		)	(5		)	—		—			(25		)	(81		)
Net (loss) income	(972		)	103			(588		)	123			(69		)	(13		)	(21		)	8			13		(6		)	(234		)	(1,656		)
Less: net (loss) income attributable to non-controlling interests	(526		)	18			(259		)	25			11			—			(5		)	2			—		—			—			(734		)
Net (loss) income attributable to Icahn Enterprises	$	(446	)	$	85		$	(329	)	$	98		$	(80	)	$	(13	)	$	(16	)	$	6		$	13	$	(6	)	$	(234	)	$	(922	)
Income (loss) from continuing operations before income tax benefit (expense)																																				273		(13		)	(42		)	1,514			—		8			—			2		(4		)	(68		)	1,670
Income tax benefit (expense)																																				—		11			13			(507		)	1		(2		)	—			—		—			481			(3		)
Net income (loss) from continuing operations																																				273		(2		)	(29		)	1,007			1		6			—			2		(4		)	413			1,667
Less: net income (loss) from continuing operations attributable to non-controlling interests																																				176		—			(16		)	4			—		1			—			—		—			—			165
Net income (loss) from continuing operations attributable to Icahn Enterprises																																				$	97	$	(2	)	$	(13	)	$	1,003		$	1	$	5		$	—		$	2	$	(4	)	$	413		$	1,502

Supplemental information:
Capital expenditures	$	—		$	306		$	106		$	104		$	63		$	3		$	12		$	11		$	—	$	10		$	—		$	615		$	—	$	25		$	34		$	50		$	—	$	8		$	6		$	—	$	1		$	—		$	124
Depreciation and amortization⁽¹⁾	$	—		$	337		$	191		$	103		$	53		$	17		$	3		$	15		$	15	$	5		$	—		$	739		$	—	$	27		$	71		$	18		$	5	$	1		$	7		$	5	$	2		$	—		$	136



	Six Months Ended June 30, 2018
	Investment			Automotive			Energy			Railcar			Metals		Mining			Food Packaging			Real Estate		Home Fashion			Holding Company			Consolidated
	(in millions)
Revenues:
Net sales	$	—		$	1,160		$	3,451		$	154		$	250	$	46		$	201		$	7	$	87		$	—		$	5,356
Other revenues from operations	—			263			—			109			—		—			—			34		—			—			406
Net gain from investment activities	782			—			—			—			—		—			—			—		—			60			842
Interest and dividend income	46			—			1			1			—		—			—			10		—			5			63
(Loss) gain on disposition of assets, net	—			—			(5		)	5			—		—			—			—		—			—			—
Other (loss) income, net	(1		)	—			73			2			—		5			(13		)	—		1			(1		)	66
	827			1,423			3,520			271			250		51			188			51		88			64			6,733
Expenses:
Cost of goods sold	—			746			3,206			142			234		36			157			5		75			—			4,601
Other expenses from operations	—			229			—			61			—		—			—			23		—			—			313
Selling, general and administrative	2			516			71			20			9		12			30			8		18			11			697
Restructuring, net	—			—			—			—			—		—			—			—		3			—			3
Impairment	—			3			—			4			—		—			—			—		—			—			7
Interest expense	27			8			54			11			—		2			7			1		—			167			277
	29			1,502			3,331			238			243		50			194			37		96			178			5,898
Income (loss) from continuing operations before income tax benefit (expense)	798			(79		)	189			33			7		1			(6		)	14		(8		)	(114		)	835
Income tax benefit (expense)	—			27			(29		)	(10		)	—		(2		)	2			—		—			(2		)	(14		)
Net income (loss) from continuing operations	798			(52		)	160			23			7		(1		)	(4		)	14		(8		)	(116		)	821
Less: net income (loss) from continuing operations attributable to non-controlling interests	480			—			63			8			—		(1		)	(1		)	—		—			—			549
Net income (loss) from continuing operations attributable to Icahn Enterprises	$	318		$	(52	)	$	97		$	15		$	7	$	—		$	(3	)	$	14	$	(8	)	$	(116	)	$	272

Supplemental information:
Capital expenditures	$	—		$	37		$	42		$	24		$	2	$	23		$	11		$	2	$	3		$	—		$	144
Depreciation and amortization⁽¹⁾	$	—		$	49		$	140		$	31		$	9	$	4		$	13		$	10	$	4		$	—		$	260

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)



	Six Months Ended June 30, 2017
	Investment			Automotive			Energy			Railcar			Metals		Mining			Food Packaging			Real Estate		Home Fashion			Holding Company			Consolidated
	(in millions)
Revenues:
Net sales	$	—		$	1,098		$	2,942		$	116		$	205	$	55		$	189		$	7	$	92		$	—		$	4,704
Other revenues from operations	—			233			—			254			—		—			—			37		—			—			524
Net loss from investment activities	166			—			—			2			—		—			—			—		—			16			184
Interest and dividend income	53			—			—			1			—		1			—			—		—			5			60
Gain (loss) on disposition of assets, net	—			3			(1		)	1,521			—		—			—			—		—			—			1,523
Other (loss) income, net	(41		)	1			12			1			—		(1		)	(3		)	—		—			—			(31		)
	178			1,335			2,953			1,895			205		55			186			44		92			21			6,964
Expenses:
Cost of goods sold	—			729			2,834			105			194		30			143			5		80			—			4,120
Other expenses from operations	—			219			—			82			—		—			—			24		—			—			325
Selling, general and administrative	5			428			70			29			9		8			31			10		19			13			622
Restructuring, net	—			—			—			—			—		—			2			—		—			—			2
Impairment	—			7			—			67			—		—			—			2		—			—			76
Interest expense	92			8			54			34			—		3			7			1		—			162			361
	97			1,391			2,958			317			203		41			183			42		99			175			5,506
Income (loss) from continuing operations before income tax benefit (expense)	81			(56		)	(5		)	1,578			2		14			3			2		(7		)	(154		)	1,458
Income tax benefit (expense)	—			36			4			(519		)	1		(2		)	(1		)	—		—			486			5
Net income (loss) from continuing operations	81			(20		)	(1		)	1,059			3		12			2			2		(7		)	332			1,463
Less: net income (loss) from continuing operations attributable to non-controlling interests	7			—			(5		)	8			—		2			1			—		—			—			13
Net income (loss) from continuing operations attributable to Icahn Enterprises	$	74		$	(20	)	$	4		$	1,051		$	3	$	10		$	1		$	2	$	(7	)	$	332		$	1,450

Supplemental information:
Capital expenditures	$	—		$	35		$	58		$	109		$	2	$	17		$	9		$	—	$	2		$	—		$	232
Depreciation and amortization⁽¹⁾	$	—		$	55		$	138		$	36		$	10	$	2		$	13		$	10	$	4		$	—		$	268

⁽¹⁾

Excludes amounts related to the amortization of deferred financing costs and debt discounts and premiums included in interest expense in the amounts of $4$1 million and $3 million for the three months ended June 30, 2018 and 2017, respectively, and $2 million and $6 million for the ~~three~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016, respectively, and $13 million and $14 million for the nine months ended September 30,~~ 2017, ~~and 2016,~~ respectively.

Disaggregation of Revenue

In addition to the condensed statements of operations by reporting segment above, we provide additional disaggregated revenue information for certain reportable segments below. Refer to Note 2, "Basis of Presentation and Summary of Significant Accounting Policies," for certain revenue recognition policies with respect to the following reporting segments.

Automotive

Disaggregated revenue for our Automotive segment net sales and other revenues from operations is presented below:



	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
	(in millions)
Automotive services	$	334	$	294	$	651	$	561
Commercial sales	264		259		500		497
Retail sales	139		141		272		273
	$	737	$	694	$	1,423	$	1,331

As discussed in Note 1, "Description of Business," we adopted FASB ASC Topic 606 effective January 1, 2018 which affected the revenue recognized on the of sale of goods on a drop ship basis. Beginning in 2018, revenue from drop ship sales is recorded on a net basis and for prior periods was recorded on a gross basis. Prior periods were not adjusted for the adoption of FASB ASC Topic 606 in our condensed consolidated financial statements. Therefore, for the three months ended June 30, 2017, our Automotive segment's commercial net sales and costs of goods sold would each have been lower by $18 million under

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

current accounting principles. For the six months ended June 30, 2017, commercial net sales and cost of goods sold would each have been lower by $36 million.

Energy

Disaggregated revenue for our Energy segment net sales is presented below:



	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
	(in millions)
Petroleum products	$	1,821	$	1,336	$	3,278	$	2,759
Nitrogen fertilizer products	93		98		173		183
	$	1,914	$	1,434	$	3,451	$	2,942

Condensed Balance Sheets

Icahn Enterprises' condensed balance sheets by reporting segment ~~as of September 30, 2017 and December 31, 2016~~ are presented below. Icahn Enterprises Holdings' condensed balance sheets are substantially the same, with immaterial differences relating to our Holding Company's other assets, debt and equity attributable to Icahn Enterprises Holdings.


	September 30, 2017																									June 30, 2018
	Investment		Automotive		Energy		Railcar		Gaming		Metals		Mining		Food Packaging		Real Estate		Home Fashion		Holding Company			Consolidated		Investment		Automotive		Energy		Railcar		Metals		Mining		Food Packaging		Real Estate		Home Fashion		Holding Company			Discontinued Operations		Consolidated
	(in millions)																									(in millions)
ASSETS
Cash and cash equivalents	$	17	$	366	$	849	$	106	$	125	$	14	$	17	$	18	$	41	$	1	$	484		$	2,038	$	6	$	53	$	534	$	104	$	11	$	11	$	46	$	30	$	1	$	79		$	—	$	875
Cash held at consolidated affiliated partnerships and restricted cash	951		—		—		19		15		4		—		2		2		4		2			999		316		—		—		19		5		—		1		2		7		—			—		350
Investments	9,016		302		6		24		27		—		—		—		—		—		373			9,748		8,132		10		83		21		—		—		—		16		—		444			—		8,706
Accounts receivable, net	—		1,477		143		34		11		57		8		78		10		35		—			1,853		—		266		190		38		67		6		80		3		32		—			—		682
Inventories, net	—		2,618		340		73		—		30		26		93		—		76		—			3,256		—		1,218		433		78		33		27		99		—		63		—			—		1,951
Property, plant and equipment, net	—		3,453		3,239		1,180		800		89		177		166		454		73		—			9,631		—		951		3,113		1,190		105		208		167		448		71		—			—		6,253
Goodwill and intangible assets, net	—		1,817		303		7		74		3		—		36		31		—		—			2,271		—		500		288		7		3		—		35		24		—		—			—		857
Assets held for sale																										—		—		6		—		1		—		—				—		—			8,862		8,869
Other assets	1,026		618		67		467		281		26		23		106		393		4		10			3,021		890		144		69		24		8		22		88		394		5		3			—		1,647
Total assets	$	11,010	$	10,651	$	4,947	$	1,910	$	1,333	$	223	$	251	$	499	$	931	$	193	$	869		$	32,817	$	9,344	$	3,142	$	4,716	$	1,481	$	233	$	274	$	516	$	917	$	179	$	526		$	8,862	$	30,190
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other liabilities	$	1,712	$	3,066	$	1,532	$	351	$	187	$	52	$	46	$	96	$	57	$	35	$	216		$	7,350	$	497	$	941	$	1,106	$	277	$	55	$	43	$	158	$	54	$	36	$	182		$	—	$	3,349
Securities sold, not yet purchased, at fair value	1,258		—		—		—		—		—		—		—		—		—		—			1,258		368		—		—		—		—		—		—		—		—		—			—		368
Due to brokers	603		—		—		—		—		—		—		—		—		—		—			603		—		—		—		—		—		—		—		—		—		—			—		—
Post-employment benefit liability	—		1,127		—		9		—		2		—		72		—		—		—			1,210
Liabilities held for sale																										—		—		—		—		—		—		—		—		—		—			6,145		6,145
Debt	—		3,451		1,166		552		162		—		58		273		23		5		5,508			11,198		—		324		1,167		533		1		54		270		20		6		5,505			—		7,880
Total liabilities	3,573		7,644		2,698		912		349		54		104		441		80		40		5,724			21,619		865		1,265		2,273		810		56		97		428		74		42		5,687			6,145		17,742

Equity attributable to Icahn Enterprises	2,882		2,852		941		787		841		169		123		40		851		153		(4,855		)	4,784		3,354		1,877		1,139		418		177		154		66		843		137		(5,169		)	2,420		5,416
Equity attributable to non-controlling interests	4,555		155		1,308		211		143		—		24		18		—		—		—			6,414		5,125		—		1,304		253		—		23		22		—		—		8			297		7,032
Total equity	7,437		3,007		2,249		998		984		169		147		58		851		153		(4,855		)	11,198		8,479		1,877		2,443		671		177		177		88		843		137		(5,161		)	2,717		12,448
Total liabilities and equity	$	11,010	$	10,651	$	4,947	$	1,910	$	1,333	$	223	$	251	$	499	$	931	$	193	$	869		$	32,817	$	9,344	$	3,142	$	4,716	$	1,481	$	233	$	274	$	516	$	917	$	179	$	526		$	8,862	$	30,190

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


	December 31, 2016																									December 31, 2017
	Investment		Automotive		Energy		Railcar		Gaming		Metals		Mining		Food Packaging		Real Estate		Home Fashion		Holding Company			Consolidated		Investment		Automotive		Energy		Railcar		Metals		Mining		Food Packaging		Real Estate		Home Fashion		Holding Company			Discontinued Operations		Consolidated
	(in millions)																									(in millions)
ASSETS
Cash and cash equivalents	$	13	$	353	$	736	$	179	$	244	$	4	$	14	$	39	$	24	$	2	$	225		$	1,833	$	17	$	52	$	482	$	100	$	24	$	15	$	16	$	32	$	—	$	526		$	—	$	1,264
Cash held at consolidated affiliated partnerships and restricted cash	752		2		—		19		15		5		—		2		2		4		3			804		734		—		—		19		5		—		2		2		4		—			—		766
Investments	9,213		270		6		35		33		—		—		—		—		—		324			9,881		9,532		—		83		23		—		—		—		16		—		384			—		10,038
Accounts receivable, net	—		1,270		152		40		12		29		5		63		3		35		—			1,609		—		224		178		44		40		10		78		3		35		—			—		612
Inventories, net	—		2,353		349		75		—		38		25		72		—		71		—			2,983		—		1,145		385		54		33		30		92		—		66		—			—		1,805
Property, plant and equipment, net	—		3,302		3,358		1,567		814		100		152		152		602		75		—			10,122		—		958		3,213		1,199		110		188		170		454		72		—			—		6,364
Goodwill and intangible assets, net	—		1,801		318		7		75		4		—		8		38		1		—			2,252		—		505		298		7		3		—		36		29		—		—			—		878
Assets held for sale																										—		—		—		14		2		—		—		—		—		—			8,774		8,790
Other assets	1,518		504		94		1,410		209		13		23		92		18		5		1			3,887		516		127		61		27		9		22		93		395		6		28			—		1,284
Total assets	$	11,496	$	9,855	$	5,013	$	3,332	$	1,402	$	193	$	219	$	428	$	687	$	193	$	553		$	33,371	$	10,799	$	3,011	$	4,700	$	1,487	$	226	$	265	$	487	$	931	$	183	$	938		$	8,774	$	31,801
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other liabilities	$	1,236	$	2,870	$	1,474	$	2,100	$	153	$	34	$	38	$	69	$	20	$	29	$	168		$	8,191	$	1,302	$	944	$	1,125	$	262	$	43	$	45	$	172	$	63	$	34	$	243		$	—	$	4,233
Securities sold, not yet purchased, at fair value	1,139		—		—		—		—		—		—		—		—		—		—			1,139		1,023		—		—		—		—		—		—		—		—		—			—		1,023
Due to brokers	3,725		—		—		—		—		—		—		—		—		—		—			3,725		1,057		—		—		—		—		—		—		—		—		—			—		1,057
Post-employment benefit liability	—		1,113		—		9		—		2		—		56		—		—		—			1,180
Liabilities held for sale																										—		—		—		—		—		—		—		—		—		—			6,202		6,202
Debt	—		3,259		1,165		571		287		2		55		265		25		—		5,490			11,119		—		340		1,166		546		1		58		273		22		5		5,507			—		7,918
Total liabilities	6,100		7,242		2,639		2,680		440		38		93		390		45		29		5,658			25,354		3,382		1,284		2,291		808		44		103		445		85		39		5,750			6,202		20,433

Equity attributable to Icahn Enterprises	1,669		2,292		1,034		444		730		155		104		25		642		164		(5,105		)	2,154		3,052		1,727		1,098		428		182		138		28		846		144		(4,821		)	2,284		5,106
Equity attributable to non-controlling interests	3,727		321		1,340		208		232		—		22		13		—		—		—			5,863		4,365		—		1,311		251		—		24		14		—		—		9			288		6,262
Total equity	5,396		2,613		2,374		652		962		155		126		38		642		164		(5,105		)	8,017		7,417		1,727		2,409		679		182		162		42		846		144		(4,812		)	2,572		11,368
Total liabilities and equity	$	11,496	$	9,855	$	5,013	$	3,332	$	1,402	$	193	$	219	$	428	$	687	$	193	$	553		$	33,371	$	10,799	$	3,011	$	4,700	$	1,487	$	226	$	265	$	487	$	931	$	183	$	938		$	8,774	$	31,801

3234

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


12.	Discontinued Operations.

As discussed in Note 1, "Description of Business," we operated discontinued operations previously included in our Automotive segment and our former Gaming segment effective in the second quarter of 2018.

Income from discontinued operations is summarized as follows:



	Three Months Ended June 30, 2018									Three Months Ended June 30, 2017
	Automotive			Gaming			Total			Automotive			Gaming			Total
Revenues:	(in millions)
Net sales	$	2,047		$	—		$	2,047		$	1,949		$	—		$	1,949
Other revenues from operations	—			231			231			—			222			222
Interest and dividend income	—			—			—			1			—			1
Gain on disposition of assets, net	1			—			1			2			—			2
Other (loss) income, net	—			(1		)	(1		)	5			—			5
	2,048			230			2,278			1,957			222			2,179
Expenses:
Cost of goods sold	1,672			—			1,672			1,652			—			1,652
Other expenses from operations	—			106			106			—			106			106
Selling, general and administrative	196			74			270			219			90			309
Restructuring, net	(2		)	—			(2		)	—			—			—
Impairment	2			—			2			—			—			—
Interest expense	48			2			50			38			3			41
	1,916			182			2,098			1,909			199			2,108
Income from discontinued operations before income tax expense	132			48			180			48			23			71
Income tax expense	(18		)	(7		)	(25		)	(6		)	(7		)	(13		)
Income from discontinued operations	114			41			155			42			16			58
Less: income from discontinued operations attributable to non-controlling interests	3			7			10			3			4			7
Income from discontinued operations attributable to Icahn Enterprises	$	111		$	34		$	145		$	39		$	12		$	51

Supplemental information:
Capital expenditures⁽¹⁾	$	97		$	23		$	120		$	84		$	31		$	115
Depreciation and amortization⁽²⁾	$	—		$	—		$	—		$	99		$	17		$	116

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)



	Six Months Ended June 30, 2018									Six Months Ended June 30, 2017
	Automotive			Gaming			Total			Automotive			Gaming			Total
Revenues:	(in millions)
Net sales	$	4,103		$	—		$	4,103		$	3,897		$	—		$	3,897
Other revenues from operations	—			455			455			—			438			438
Interest and dividend income	1			1			2			1			1			2
Loss on disposition of assets, net	—			—			—			—			(3		)	(3		)
Other income (loss), net	9			(1		)	8			13			1			14
	4,113			455			4,568			3,911			437			4,348
Expenses:
Cost of goods sold	3,437			—			3,437			3,287			—			3,287
Other expenses from operations	—			210			210			—			207			207
Selling, general and administrative	416			165			581			428			189			617
Restructuring, net	(2		)	—			(2		)	7			—			7
Impairment	2			—			2			1			—			1
Interest expense	92			3			95			74			6			80
	3,945			378			4,323			3,797			402			4,199
Income from discontinued operations before income tax expense	168			77			245			114			35			149
Income tax expense	(41		)	(14		)	(55		)	(26		)	(21		)	(47		)
Income from discontinued operations	127			63			190			88			14			102
Less: income from discontinued operations attributable to non-controlling interests	6			10			16			6			11			17
Income from discontinued operations attributable to Icahn Enterprises	$	121		$	53		$	174		$	82		$	3		$	85

Supplemental information:
Capital expenditures⁽¹⁾	$	215		$	46		$	261		$	185		$	53		$	238
Depreciation and amortization⁽²⁾	$	100		$	19		$	119		$	192		$	35		$	227

⁽¹⁾ Capital expenditures in the tables above represent cash used in investing activities. In addition, non-cash capital expenditures included in accounts payable, accrued expenses and other liabilities for the six months ended June 30, 2018 and 2017 aggregated $60 million and $56 million, respectively.

⁽²⁾Excludes amounts related to the amortization of deferred financing costs and debt discounts and premiums included in interest expense aggregating $0 million and $1 million for the three months ended June 30, 2018 and 2017, respectively, and $1 million and $3 million for the six months ended June 30, 2018 and 2017, respectively.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Assets and liabilities held for sale consist of the following:



	June 30, 2018						December 31, 2017
	Automotive		Gaming		Total		Automotive		Gaming		Total
Assets Held For Sale	(in millions)
Cash and cash equivalents	$	293	$	98	$	391	$	315	$	103	$	418
Restricted cash	5		16		21		4		16		20
Investments	312		7		319		324		7		331
Accounts receivable, net	1,290		11		1,301		1,182		11		1,193
Inventories, net	1,487		—		1,487		1,456		—		1,456
Property, plant and equipment, net	2,587		813		3,400		2,545		792		3,337
Goodwill	934		—		934		941		—		941
Intangible assets, net	503		74		577		517		74		591
Other assets	353		79		432		394		93		487
Assets held for sale (discontinued operations)	$	7,764	$	1,098	$	8,862	$	7,678	$	1,096	$	8,774
Other assets held for sale					7						16
Total assets held for sale					$	8,869					$	8,790
Liabilities Held For Sale
Accounts payable, accrued expenses and other liabilities	$	1,808	$	124	$	1,932	$	1,718	$	142	$	1,860
Post-retirement benefit liability	1,033		—		1,033		1,075		—		1,075
Debt	3,093		87		3,180		3,130		137		3,267
Liabilities held for sale (discontinued operations)	$	5,934	$	211	$	6,145	$	5,923	$	279	$	6,202

Other assets held for sale in the table above primarily consists of property, plant and equipment, net for other operations not classified as discontinued operations.


13.	Income Taxes.

~~In accordance~~On December 22, 2017, The Tax Cuts and Jobs Act (the "Tax Legislation") was enacted in the United States, significantly revising certain U.S. corporate income tax provisions; including, among other items, a reduction of the U.S. corporate rate from 35% to 21%; the imposition of a deemed repatriation tax on unremitted foreign earnings to facilitate a shift from a worldwide tax system to a territorial system; and the creation of new limitations on certain deductions. We do not currently anticipate significant revisions to the amounts recorded. However, under the guidance of Staff Accounting Bulletin No. 118 issued on December 22, 2017, we will account for the income tax effects of any additional guidance associated with ~~FASB ASC Topic 740,~~ ~~Income Taxes~~, we analyze all positive and negative evidence and maintain a valuation allowance on deferred tax assets that are not considered more likely than not to be realized. Based on current analysis, including increased level of income and ability to use losses previously limited, we have determined that it is more likely than not that a significant portion of our U.S. tax loss carryforwards and credits will be realized and have released the ~~valuation allowance on these deferred tax assets.~~Tax Legislation under the measurement period approach.

For the three months ended ~~September~~June 30, ~~2017,~~2018, we recorded an income tax ~~expense~~benefit of ~~$68~~$12 million on pre-tax income from continuing operations of ~~$897~~$421 million compared to an income tax expense of ~~$15~~$3 million on pre-tax income from continuing operations of ~~$253 million~~approximately $1.7 billion for the three months ended ~~September~~June 30, ~~2016.~~2017. Our effective income tax rate was ~~7.6%~~(2.9)% and ~~5.9%~~0.2% for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

For the three months ended ~~September~~June 30, 2018, the effective tax rate was lower than the statutory federal rate of 21%, primarily due to partnership income for which there was no tax expense, as such income is allocated to the partners, and favorable permanent tax adjustments, including estimated deductions related to internal reorganization of certain corporate entities within the American Entertainment Properties Corp. consolidated group.

For the three months ended June 30, 2017, the effective tax rate was lower than the statutory federal rate of 35%, primarily due to partnership income for which there was no tax expense, as such income is allocated to the partners.

For the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2018, we recorded an income tax expense of $14 million on pre-tax income from continuing operations of $835 million compared to an income tax benefit of $5 million on pre-tax income from continuing

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

operations of approximately $1.5 billion for the six months ended June 30, 2017. Our effective income tax rate was 1.7% and (0.3)% for the six months ended June 30, 2018 and 2017, respectively.

For the six months ended June 30, 2018, the effective tax rate was lower than the statutory federal rate of ~~35%~~21%, primarily due to partnership income ~~not subject to taxation,~~for which there was no tax expense, as such income is allocated to the ~~partners.~~

~~For~~partners, and favorable permanent tax adjustments, including estimated deductions related to internal reorganization of certain corporate entities within the nine months ended September 30, 2017, we recorded an income tax expense of $110 million on pre-tax income of approximately $2.5 billion compared to an income tax expense of $81 million on pre-tax loss of approximately ~~$1.6 billion~~ ~~for the nine months ended~~ ~~September 30, 2016. Our effective income tax rate was~~ ~~4.4%~~ ~~and~~ ~~(5.1)%~~ ~~for the nine months ended~~ ~~September 30, 2017~~ ~~and 2016, respectively.~~American Entertainment Properties Corp. consolidated group.

For the ~~nine~~six months ended ~~September~~June 30, 2017, the effective tax rate was lower than the statutory federal rate of 35%, primarily due to a decrease in the valuation allowance and partnership income for which there was no tax expense, as such income is allocated to the partners.

For the nine months ended September 30, 2016, the effective tax rate was lower than the statutory federal rate of 35%, primarily due to partnership losses for which there was no tax benefit, as such losses are allocated to the partners, and goodwill impairment not deductible for tax purposes.


14.	Changes in Accumulated Other Comprehensive Loss.

Changes in accumulated other comprehensive loss consists of the following:

Post-Retirement Benefits, Net of Tax Hedge Instruments, Net of Tax Translation Adjustments and Other, Net of Tax Total
(in millions)
Balance, December 31, 2016 $ (614 ) $ (22 ) $ (948 ) $ (1,584 )
Other comprehensive income before reclassifications, net of tax —
1
108
109
Reclassifications from accumulated other comprehensive loss to earnings 17
(2 ) (1 ) 14
Other comprehensive income (loss), net of tax 17
(1 ) 107
123
Balance, September 30, 2017 $ (597 ) $ (23 ) $ (841 ) $ (1,461 )



	Post-Retirement Benefits, Net of Tax			Hedge Instruments, Net of Tax			Translation Adjustments and Other, Net of Tax			Total
	(in millions)
Balance, December 31, 2017	$	(564	)	$	(23	)	$	(824	)	$	(1,411	)
Other comprehensive income (loss) before reclassifications, net of tax	2			(1		)	(75		)	(74		)
Reclassifications from accumulated other comprehensive loss to earnings	15			(1		)	—			14
Other comprehensive income (loss), net of tax	17			(2		)	(75		)	(60		)
Balance, June 30, 2018	$	(547	)	$	(25	)	$	(899	)	$	(1,471	)

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~


15.	Other Income, Net.

Other income, net consists of the following:

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(in millions)
Realized and unrealized loss on derivatives, net (Note 6) $ (17 ) $ (2 ) $ (5 ) $ (5 )
Other derivative loss —
—
(41 ) —
Dividend expense (9 ) (1 ) (9 ) (4 )
Loss on extinguishment of debt (Note 9) —
—
(4 ) (5 )
Equity earnings from non-consolidated affiliates 17
12
53
48
Foreign currency transaction loss —
(2 ) (8 ) (4 )
Tax settlement gain 61
—
61
—
Other 6
7
13
13
$ 58
$ 14
$ 60
$ 43



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
	(in millions)
Realized and unrealized gain on derivatives, net (Note 6)	$	11		$	—		$	70		$	12
Other derivative loss	—			—			—			(41		)
Equity earnings from non-consolidated affiliates	2			1			5			1
Foreign currency transaction gain (loss)	3			(1		)	5			(1		)
Non-service pension and other post-retirement benefits expense	—			(1		)	(8		)	(2		)
Other	(9		)	—			(6		)	—
	$	7		$	(1	)	$	66		$	(31	)


16.	Commitments and Contingencies.

Environmental Matters

Due to the nature of our business, certain of our subsidiaries' operations are subject to numerous existing and proposed laws and governmental regulations designed to protect the environment, particularly regarding plant wastes and emissions and solid waste disposal. Our consolidated environmental liabilities were ~~$49~~$38 million and ~~$50~~$34 million as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively, primarily within our ~~Automotive,~~ Energy and Metals segments and which are included in accrued expenses and other liabilities in our condensed consolidated balance sheets. In addition to the above, Federal-Mogul has environmental liabilities of $15 million and $16 million as of June 30, 2018 and December 31, 2017, respectively, which are included in liabilities held for

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

sale in our condensed consolidated balance sheets. We do not believe that environmental matters will have a material adverse impact on our consolidated results of operations and financial condition.

~~Automotive~~

Federal-Mogul is a defendant in lawsuits filed, or the recipient of administrative orders issued or demand letters received, in various jurisdictions pursuant to the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”) or other similar national, provincial or state environmental remedial laws. These laws provide that responsible parties may be liable to pay for remediating contamination resulting from hazardous substances that were discharged into the environment by them, by prior owners or occupants of property they currently own or operate, or by others to whom they sent such substances for treatment or other disposition at third party locations. Federal-Mogul has been notified by the EPA, other national environmental agencies and various provincial and state agencies that it may be a potentially responsible party (“PRP”) under such laws for the cost of remediating hazardous substances pursuant to CERCLA and other national and state or provincial environmental laws. PRP designation often results in the funding of site investigations and subsequent remedial activities.

Many of the sites that are likely to be the costliest to remediate are often current or former commercial waste disposal facilities to which numerous companies sent wastes. Despite the potential joint and several liability which might be imposed on Federal-Mogul under CERCLA and some of the other laws pertaining to these sites, its share of the total waste sent to these sites has generally been small. Federal-Mogul believes its exposure for liability at these sites is limited.

Federal-Mogul has also identified certain other present and former properties at which it may be responsible for cleaning up or addressing environmental contamination, in some cases as a result of contractual commitments and/or federal or state environmental laws. Federal-Mogul is actively seeking to resolve these actual and potential statutory, regulatory and contractual obligations. Although difficult to quantify based on the complexity of the issues, Federal-Mogul has accrued amounts corresponding to its best estimate of the costs associated with such regulatory and contractual obligations on the basis of available information from site investigations and the professional judgment of consultants.

Our Automotive segment's total environmental liabilities, determined on an undiscounted basis, were $15 million and $16 million as of September 30, 2017 and December 31, 2016, respectively. Federal-Mogul believes that recorded environmental liabilities will be adequate to cover its estimated liability for its exposure in respect to such matters. In the event that such

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

liabilities were to significantly exceed the amounts recorded by Federal-Mogul, our Automotive segment's results of operations could be materially affected. At September 30, 2017, Federal-Mogul estimates reasonably possible material additional losses, above and beyond its best estimate of required remediation costs as recorded, to approximate $40 million.

~~Energy~~

The petroleum and nitrogen fertilizer businesses are subject to various stringent federal, state, and local Environmental Health and Safety ("EHS") rules and regulations. Liabilities related to EHS matters are recognized when the related costs are probable and can be reasonably estimated. Estimates of these costs are based upon currently available facts, existing technology, site-specific costs, and currently enacted laws and regulations. In reporting EHS liabilities, no offset is made for potential recoveries.

~~Except as otherwise described below, there~~There have been no new developments or material changes to the environmental accruals or expected capital expenditures related to compliance with the environmental matters from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016. CVR Energy believes the petroleum and nitrogen fertilizer businesses are in material compliance with existing EHS rules and regulations. There can be no assurance that the EHS matters described or referenced herein or other EHS matters which may develop in the future will not have a material adverse effect on CVR Energy's business, financial condition or results of operations.

As of September 30, 2017 and December 31, 2016, our Energy segment had environmental accruals of $4 million and $5 million, respectively. CVR Energy's management periodically reviews and, as appropriate, revises its environmental accruals. Based on current information and regulatory requirements, CVR Energy's management believes that the accruals established for environmental expenditures are adequate.

Environmental expenditures are capitalized when such expenditures are expected to result in future economic benefits. Capital expenditures incurred for environmental compliance and efficiency of the operations were $5 million and $7 million for the three months ended September 30, 2017 and 2016, respectively, and $12 million and $13 million for the nine months ended September 30, 2017 and 2016, respectively.

~~Metals~~

PSC Metals has been designated as a PRP under U.S. federal and state superfund laws with respect to certain sites with which PSC Metals may have had a direct or indirect involvement. It is alleged that PSC Metals and its subsidiaries or their predecessors transported waste to the sites, disposed of waste at the sites or operated the sites in question. In addition, one of PSC Metals' Knoxville locations was the subject of investigations by the State of Tennessee under the federal Superfund law. These investigations were performed by the State of Tennessee pursuant to a contract with the EPA. PSC Metals is exploring a potential settlement of the matter. Currently, PSC Metals cannot assess the impact of any cost or liability associated with these investigations at this location. With respect to all other matters in which PSC Metals has been designated as a PRP under U.S. federal and state superfund laws, PSC Metals has reviewed the nature and extent of the allegations, the number, connection and financial ability of other named and unnamed PRPs and the nature and estimated cost of the likely remedy. Based on reviewing the nature and extent of the allegations, PSC Metals has estimated its liability to remediate these other sites to be immaterial as of both September 30, 2017 and December 31, 2016. If it is determined that PSC Metals has liability to remediate those sites and that more expensive remediation approaches are required in the future, PSC Metals could incur additional obligations, which could be material to its operations.

In November and December of 2011, PSC Metals received three notices of violation ("NOV") from the Missouri Department of Natural Resources (“MDNR”) for hazardous waste and water violations related to its Festus, Missouri location. PSC Metals has entered into a settlement with MDNR that resolves these NOVs. Currently, PSC Metals believes that it has established adequate reserves for the cost of this settlement. In addition, PSC Metals believes that it has a claim for indemnification against the prior owner of the facility associated with the above-referenced notices of violation. MDNR and PSC Metals, as part of the resolution of MDNR's NOVs, have undertaken sampling for lead at residences near PSC Metals' Festus yard. Approximately 67 residences were sampled and tested, and of those, approximately 15 tested above residential standards for lead contamination. PSC Metals has entered into a settlement agreement with MDNR which resolves MDNR’s claims and required limited soil remediation at the 15 residences. PSC Metals has complied with the terms of the settlement agreement and expects its obligations under the settlement agreement to terminate in the near future. PSC Metals believes that it has adequately reserved for the cost of compliance with the settlement agreement. Additionally, PSC Metals believes that liability for off-site contamination was retained by the prior owner of the Festus yard and accordingly, it would have a claim for indemnification against the prior owner.

Certain of PSC Metals' facilities are environmentally impaired in part as a result of operating practices at the sites prior to their acquisition by PSC Metals and as a result of PSC Metals' operations. PSC Metals has established procedures to

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

periodically evaluate these sites, giving consideration to the nature and extent of the contamination. PSC Metals has provided for the remediation of these sites based upon its management's judgment and prior experience. PSC Metals has estimated the liability to remediate these sites to be $28 million and $28 million at September 30, 2017 and December 31, 2016, respectively. PSC Metals believes, based on past experience, that the vast majority of these environmental liabilities and costs will be assessed and paid over an extended period of time. PSC Metals believes that it will be able to fund such costs in the ordinary course of business. Estimates of PSC Metals' liability for remediation of a particular site and the method and ultimate cost of remediation require a number of assumptions that are inherently difficult to make, and the ultimate outcome may be materially different from current estimates. Moreover, because PSC Metals has disposed of waste materials at numerous third-party disposal facilities, it is possible that PSC Metals will be identified as a PRP at additional sites. The impact of such future events cannot be estimated at the current time.2017.

Renewable Fuel Standards

CVR Refining is subject to the Renewable Fuel Standard ("RFS") of the Environmental Protection Agency ("EPA") which requires refiners to either blend "renewable fuels" in with their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of ~~blending, by March 31, 2018 or otherwise be subject~~blending. Due to ~~penalties.~~

~~On December 12, 2016, the United States Environmental Protection Agency ("EPA") published~~mandates in the ~~Federal Register~~RFS requiring increasing volumes of renewable fuels to replace petroleum products in the U.S. transportation fuel market, there may be a ~~final rule establishing~~decrease in demand for petroleum products. CVR Refining is not able to blend the ~~renewable fuel volume mandates~~substantial majority of its transportation fuels and has to purchase RINs on the open market, as well as waiver credits for ~~2017, and the biomass-based diesel mandate for 2018. On July 21, 2017,~~cellulosic biofuels from the EPA, ~~published~~ in order to comply with the ~~Federal Register its proposed rule establishing~~RFS.

The net cost of RINs for the ~~renewable fuel volume mandates for 2018, and the biomass-based diesel mandate for 2019. The EPA is required by the Clean Air Act to publish the final rule for 2018 by November 30, 2017.~~

~~RINs expense was $64 million and $58 million for~~ three months ended ~~September~~June 30, 2018 and 2017 was $50 million and ~~2016,~~$106 million, respectively, and ~~$164~~$27 million and ~~$152~~$99 million for ~~nine~~the six months ended ~~September~~June 30, 2018 and 2017, ~~and 2016, respectively.~~respectively, which is included in cost of goods sold in the condensed consolidated statements of operations. RINs expense includes the purchased cost of RINs, the impact of recognizing ~~the petroleum business'~~CVR Refining's uncommitted biofuel blending obligation at fair value based on market prices at each reporting date, and is reduced by the valuation change of RINs purchases in excess of CVR Refining's RFS obligation as of the reporting date. As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016, the petroleum business'~~2017, CVR Refining's biofuel blending obligation was ~~$185~~$16 million and ~~$186~~$28 million, respectively, which is included in accrued expenses and other liabilities in our condensed consolidated balance ~~sheets. The petroleum business' uncommitted biofuel blending~~sheets and is reduced by the valuation change of RINs purchases in excess of CVR Refining's RFS obligation ~~recognized at fair value~~ as of ~~September~~the reporting date. As of June 30, ~~2017 and December 31, 2016 was $127~~2018, our Energy segment recorded a RINs asset within other assets in the condensed consolidated balance sheet of $14 million, ~~and $186 million, respectively.~~representing excess RINs primarily due to a reduction in its RFS obligation during the first quarter of 2018.

Litigation

From time to time, we and our subsidiaries are involved in various lawsuits arising in the normal course of business. We do not believe that such normal routine litigation will have a material effect on our financial condition or results of operations.

~~Automotive~~Federal-Mogul

On March 3, 2017, certain purported former stockholders of Federal-Mogul Holdings Corporation filed a petition in the Delaware Court of Chancery seeking an appraisal of the value of common stock they claim to have held at the time of the January 23, 2017 merger of IEH FM Holdings, LLC into Federal-Mogul Holdings Corporation. IEH FM Holdings, LLC was a wholly owned subsidiary of Icahn Enterprises. Federal-Mogul Holdings LLC filed an answer to the petition on March 28, 2017. A second petition for appraisal was filed by purported former stockholders of Federal-Mogul Holdings Corporation on May 1, 2017. The two cases were consolidated on May 10, 2017, captioned In re Appraisal of Federal-Mogul Holdings LLC, C.A. No. 2017-0158-AGB. Discovery is ongoing and a trial date has not yet been set. Federal-Mogul believes that it has a meritorious defense and intends to vigorously defend the matter.

On April 25, 2014, a group of plaintiffs brought an action against Federal-Mogul Products, Inc. ("FM Products"), a wholly-owned subsidiary of Federal-Mogul, alleging injuries and damages associated with the discharge of chlorinated hydrocarbons by the former owner of a facility located in Kentucky. Since 1998, when FM Products acquired the facility, it has been cooperating with the applicable regulatory agencies on remediating the prior discharges pursuant to an order entered into by the facility’s former owner. ~~Federal-Mogul does not currently believe~~FM Products negotiated a settlement agreement with plaintiff's counsel which was approved by the ~~outcome~~required number of ~~this litigation~~plaintiffs and, following a fairness hearing, given final approval by the court on July 13, 2018. FM Products will ~~have a material impact on its financial statements.~~

~~On September 29, 2016, September 30, 2016, October 12, 2016 and October 19, 2016, respectively, four putative class actions, captioned~~ ~~Skybo v. Ninivaggi et al., C.A. No. 12790,~~ ~~Lemanchek v. Ninivaggi et al., C.A. No. 12791,~~ ~~Raul v. Ninivaggi et al., C.A. No. 12821 and~~ ~~Mercado v. Ninivaggi et al.~~, C.A. No. 12837, were filed in the Court of Chancery of the State of Delaware against the Board of Directors of Federal-Mogul (the "FM Board") and Icahn Enterprises, Icahn Enterprises Holdings, certain of their affiliates and Icahn Enterprises' Board of Directors (the "Icahn Defendants"), and, in the case of ~~Raul~~, Federal-Mogul. The complaints allege that, among other things, the FM Board breached its fiduciary duties by approving the proposed Merger Agreement, that the Icahn Defendants breached their fiduciary dutiespay approximately $3 million pursuant to the ~~minority stockholders~~settlement agreement, likely during the third quarter of ~~Federal-Mogul and/or aided and abetted the FM Board’s breaches of its fiduciary duties, as well as alleging certain material~~

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

misstatements and omissions in the Schedule 14D-9 filed by Federal-Mogul (the "Schedule 14D-9"). The complaints allege that, among other things, the then-Offer Price was inadequate and, together with that the Merger Agreement, was the result of a flawed and unfair sales process and conflicts of interest of the FM Board and the special committee of independent directors of Federal-Mogul (the "Special Committee"), alleging that the Special Committee and Federal-Mogul’s management lacked independence from the Icahn Defendants. In addition, the complaints allege that the Merger Agreement contains certain allegedly preclusive deal protection provisions, including a no-solicitation provision, an information rights provision and a matching rights provision. Among other things, the complaints sought to enjoin the transactions contemplated by the Merger Agreement, as well as award costs and disbursements, including reasonable attorneys’ and experts’ fees. The ~~Raul~~ ~~and~~ ~~Mercado~~ ~~complaints further seek to rescind the transaction or award rescissory damages, or (in the case of~~ ~~Raul) award a quasi-appraisal remedy in the event that the transaction was consummated, as well as award money damages. On October 28, 2016, all four actions were consolidated under the caption~~ ~~In re Federal-Mogul Holdings, Inc. Stockholder Litigation~~, C.A. No. 12790-CB (the "Delaware Action"). On March 6, 2017, plaintiffs filed a consolidated amended complaint that does not name Federal-Mogul as a defendant. Among other things, the consolidated amended complaint also adds allegations regarding the commencement and extension of the Offer, the increase in the Offer price, the closing of the transaction, Federal-Mogul's subsequent performance and public statements, Mr. Ninivaggi’s post-merger employment with Icahn Enterprises and the independence of the chairman of the Special Committee. The Icahn Defendants have moved to dismiss the amended complaint and discovery was stayed pending determination of that motion. In lieu of proceeding with the October 12, 2017 hearing on the Icahn Defendants' motion to dismiss, the plaintiffs in the Delaware Action dismissed the Delaware Action, with prejudice as to the named plaintiffs.

~~On October 5, 2016, a putative class action captioned~~ ~~Sanders v. Federal-Mogul Holdings Corporation et al.~~, C.A. No. 16-155387 was filed in the Circuit Court for Oakland County of the State of Michigan against Federal-Mogul, the FM Board and the Icahn Defendants (the "Michigan Action"). The complaint alleges, among other things, that the FM Board breached its fiduciary duties and that Federal-Mogul and the Icahn Defendants aided and abetted the FM Board’s breaches of its fiduciary duties, as well as alleging certain material misstatements and omissions in the Schedule 14D-9. The complaint alleges that, among other things, the then-Offer Price was unfair and the result of an unfair sales process that included conflicts of interest. In addition, the complaint alleges that the Merger Agreement contains certain allegedly preclusive deal protection provisions, including a no-solicitation provision, an information rights provision and a matching rights provision. Among other things, the complaint sought to enjoin the transactions contemplated by the Merger Agreement, or, in the event that the transactions were consummated, rescind the transactions or award rescissory damages, as well as award money damages and costs, including reasonable attorneys’ and experts’ fees. On March 6, 2017, the plaintiffs filed an amended complaint which, among other things, dropped Federal-Mogul as a defendant. The amended complaint also: named certain additional Icahn-affiliated individuals and entities as defendants; deleted various allegations relating to process and purported disclosure deficiencies; added allegations regarding the commencement and extension of the Offer, the increase in the Offer price, the closing of the transaction, Federal-Mogul's subsequent performance and public statements, Mr. Ninivaggi’s post-merger employment with Icahn Enterprises, and the independence of certain directors; and eliminated the request for injunctive relief given the consummation of the transaction. On April 4, 2017, the Court entered a stipulated order staying the Michigan Action pending final determination of the Delaware Action. On October 16, 2017, the plaintiffs in the Michigan Action dismissed the Michigan Action, with prejudice as to the named plaintiffs.2018.

Other Matters

FRA Directive

On September 30, 2016, the Federal Railroad Administration ("FRA") issued Railworthiness Directive ("RWD") No. 2016-01 (the "Original Directive"). The Original Directive addressed, among other things, certain welding practices in one weld area in specified DOT 111 tank railcars manufactured between 2009 and 2015 by ARI and ACF. Our Railcar segment met and corresponded with the FRA following the issuance of the Original Directive to express its concerns with the Original Directive and its impact on our Railcar segment, as well as the industry as a whole.

On November 18, 2016 (the "Issuance Date"), the

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

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Notes to Condensed Consolidated Financial Statements (Unaudited)

FRA issued RWD No. 2016-01 [Revised] (the "Revised Directive"). The Revised Directive ~~changes~~changed and ~~supersedes~~superseded the Original Directive in several ways.

The Revised Directive ~~requires~~required owners to identify their subject tank railcars and then from that population identify the 15% of subject tank railcars ~~currently~~then in hazardous materials service with the highest mileage in each tank car owner’s fleet. Visual inspection of each of the subject tank railcars is required by the car operator prior to putting any railcar into service. Owners must ensure appropriate inspection, testing and repairs, if needed, within twelve months of the Issuance Date for the

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

15% of their subject tank railcars identified to be in hazardous materials service with the highest mileage. The FRA reserved the right to impose additional test and inspection requirements for the remaining tank railcars subject to the Revised Directive. The FRA also reserved the right to seek civil penalties or to take any other appropriate enforcement action for violation of the Federal Hazardous Materials Regulations that have occurred.

Although the Revised Directive addressed some of our Railcar segment's concerns and ~~clarifies~~clarified certain requirements of the Original Directive, our Railcar segment identified significant issues with the Revised Directive. As a result, in December 2016, our Railcar segment sought judicial review of and relief from the Revised Directive by filing a petition for review against the FRA in the United States Court of Appeals for the District of Columbia Circuit.

On August 17, 2017, our Railcar segment entered into a settlement agreement with the FRA, which covered the subject railcars owned by our Railcar segment. This agreement, among other things, ~~extends~~extended the deadline for our Railcar segment to complete the inspection, testing and repairs, if needed, for the 15% identified railcars to December 31, 2017. Adding clarity regarding certain unknown requirements referenced in the Revised Directive, under the settlement agreement, our Railcar segment is required to inspect, test, and if necessary repair the remaining 85% subject tank railcars at the next tank railcar qualification, scheduled routine or regular maintenance, shopping or repair event, but no later than December 31, 2025. However, the settlement agreement permits our Railcar segment to: (i) if the FRA does not impose a similar requirement by July 31, 2018 on other owners’ railcars subject to the Revised Directive, suspend compliance with this requirement until such time as the FRA imposes requirements on all 85% railcars subject to the Revised Directive, and (ii) elect to be governed by any different requirements later imposed by the FRA on other owners’ railcars subject to the Revised Directive. In addition, the settlement agreement also provides that railcars owned by our Railcar segment are no longer required to have a surface inspection performed when the railcars are being inspected pursuant to the Revised Directive. The description above includes a summary of the terms of the settlement agreement. Finally, as part of the settlement agreement, our Railcar segment dismissed its lawsuit against the FRA.

It also provides that all other tank railcars subject to the Revised Directive must be inspected, tested, and if necessary repaired at the earlier of the next qualification, scheduled maintenance, shopping or repair event, or December 31, 2025. Additionally, the settlement agreement provides flexibility if the FRA imposes, or fails to impose, requirements on the other owners of the tank railcars subject to the Revised Directive, and it modifies and clarifies the inspection protocol. Finally, pursuant to the settlement agreement, our Railcar segment has dismissed its petition for review of the Revised Directive.

Our Railcar segment has evaluated its potential exposure related to the Revised Directive and has a loss contingency reserve remaining of ~~$13~~$9 million, as of ~~September~~June 30, ~~2017,~~2018, to cover its probable and estimable liabilities with respect to our Railcar segment's response to the Revised Directive. The loss contingency ~~amount~~reserve takes into account information available as of ~~September~~June 30, ~~2017~~2018 and our Railcar segment's contractual obligations in its capacity as both a manufacturer and owner of railcars subject to the Revised Directive. This amount is included in accrued expenses and other liabilities on the ~~condensed~~ consolidated balance sheets. This amount will continue to be evaluated as our Railcar segment's and its customers' compliance with the Revised Directive and the settlement agreement progress. Actual results could differ from this estimate.

It is reasonably possible that a loss exists in excess of the amount accrued by our Railcar segment. However, the amount of potential costs and expenses expected to be incurred for compliance with the Revised Directive in excess of the loss contingency reserve of $13 million cannot be reasonably estimated at this time.

Pension Obligations

Mr. Icahn, through certain affiliates, owns 100% of Icahn Enterprises GP and approximately ~~90.8%~~91.3% of Icahn Enterprises' outstanding depositary units as of ~~September~~June 30, ~~2017.~~2018. Applicable pension and tax laws make each member of a “controlled group” of entities, generally defined as entities in which there is at least an 80% common ownership interest, jointly and severally liable for certain pension plan obligations of any member of the controlled group. These pension obligations include ongoing contributions to fund the plan, as well as liability for any unfunded liabilities that may exist at the time the plan is terminated. In addition, the failure to pay these pension obligations when due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation ("PBGC") against the assets of each member of the controlled group.

As a result of the more than 80% ownership interest in us by Mr. Icahn’s affiliates we and ~~our subsidiaries are subject to the pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%. Therefore, as a result of~~ our ownership of more than 80% in certain of our subsidiaries, we and certain of our subsidiaries are subject to the pension liabilities of ~~all~~ entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%. ACF and Federal-Mogul, are the sponsors of several pension plans. All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006, for these plans have been met as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016.~~2017. If the plans were voluntarily terminated, they would be underfunded by approximately ~~$452~~$435 million and ~~$613~~$424 million as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. These results are based on the most recent information provided by the plans’ actuaries. These liabilities could increase or

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability. As members of the controlled group,

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

we would be liable for any failure of ACF and Federal-Mogul to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the pension plans of ACF and Federal-Mogul. In addition, other entities now or in the future within the controlled group in which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plans.

The current underfunded status of the pension plans of ACF and Federal-Mogul requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the ACF and Federal-Mogul controlled group, or if we make certain extraordinary dividends or stock redemptions. The obligation to report could cause us to seek to delay or reconsider the occurrence of such reportable events.

Starfire Holding Corporation ("Starfire") which is 99.4% owned by Mr. Icahn, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may be imposed on us and our subsidiaries or our assets as a result of being a member of the Icahn controlled group. The Starfire indemnity (which does not extend to pension liabilities of our subsidiaries that would be imposed on us as a result of our interest in these subsidiaries and not as a result of Mr. Icahn and his affiliates holding more than an 80% ownership interest in us, and as such would not extend to the unfunded pension termination liability for Federal-Mogul) provides, among other things, that so long as such contingent liabilities exist and could be imposed on us, Starfire will not make any distributions to its stockholders that would reduce its net worth to below $250 million. Nonetheless, Starfire may not be able to fund its indemnification obligations to us.

Other

The U.S. Attorney’s office for the Southern District of New York contacted Icahn Enterprises L.P. in September 2017 seeking production of information pertaining to our and Mr. Icahn’s activities relating to the Renewable Fuels Standard and Mr. Icahn’s role as an advisor to the President. We are cooperating with the request and are providing information in response to the subpoena. The U.S. Attorney’s office has not made any claims or allegations against us or Mr. Icahn. We maintain a strong compliance program and, while no assurances can be made, we do not believe this inquiry will have a material impact on our business, financial condition, results of operations or cash flows.


17.	Supplemental Cash Flow Information.

Supplemental cash flow information from continuing operations consists of the following:

Nine Months Ended
September 30,
2017 2016
(in millions)
Cash payments for interest, net of amounts capitalized $ 540
$ 538
Net cash payments for income taxes 120
66
Acquisition of subsidiary common stock included in accrued expenses and other liabilities 51
—
Seller financing secured mortgages resulting from disposition of assets 375
—
Investment in subsidiaries prior to acquiring a controlling interest —
286
LP unit issuance for remaining 25% interest in ARL —
35
Subsidiary common unit issuance for acquisition of CVR Nitrogen —
336
Capital expenditures included in accounts payable, accrued expenses and other liabilities 70
63



	Six Months Ended June 30,
	2018		2017
	(in millions)
Cash payments for interest, net of amounts capitalized	$	252	$	255
Net cash payments for income taxes, net of refunds	12		16
Acquisition of subsidiary common stock included in accrued expenses and other liabilities	—		51
Capital expenditures included in accounts payable, accrued expenses and other liabilities	11		10
Accrued dividends and distributions to non-controlling interests in subsidiaries	12		—


18.	Subsequent Events.

Icahn Enterprises

On ~~November 1, 2017,~~July 31, 2018, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of ~~$1.50~~$1.75 per depositary unit. The quarterly distribution is payable in either cash or additional depositary units, at the election of each depositary unit holder and will be paid on or about ~~December 20, 2017~~September 18, 2018 to depositary unit holders of record at the close of business on ~~November~~August 13, ~~2017.~~2018. Depositary unit holders have until ~~December 8, 2017~~September 7, 2018 to make an election to receive either cash or additional depositary units; if a holder does not make an election, it will automatically be deemed to have elected to receive the distribution in cash. Depositary unit holders who elect to receive additional depositary units will receive units valued at the volume weighted average trading price of the units on NASDAQ during the 5 consecutive trading days ending ~~December 15, 2017.~~September 14, 2018. No fractional depositary units will be issued pursuant to the distribution payment. Icahn Enterprises will make a cash payment in lieu of issuing fractional depositary units to any holders electing to receive depositary units. Any

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

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Notes to Condensed Consolidated Financial Statements (Unaudited)

holders that would only be eligible to receive a fraction of a depositary unit based on the above calculation will receive a cash payment.

~~ICAHN ENTERPRISES L.P. AND SUBSIDIARIES~~

~~ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

~~Automotive~~

~~Subsequent to September 30, 2017, our Automotive segment acquired an automotive services business for a purchase price of $120 million, net of cash acquired.~~

~~Railcar~~

~~Subsequent to September 30, 2017, we sold an additional 4,382 railcars to SMBC Rail for $522 million, resulting in a $154 million pretax gain on disposition of assets.~~

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition. This section should be read in conjunction with our condensed consolidated financial statements and the accompanying notes contained in this Quarterly Report on Form 10-Q for the period ended ~~September~~June 30, ~~2017~~2018 (this "Report").

Executive Overview

Introduction

Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987. Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”) is a limited partnership formed in Delaware on February 17, 1987. References to "we," "our" or "us" herein include both Icahn Enterprises and Icahn Enterprises Holdings and their subsidiaries, unless the context otherwise requires.

Icahn Enterprises ~~L.P. ("Icahn Enterprises")~~ owns a 99% limited partner interest in Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings and its subsidiaries own substantially all of the assets and liabilities of Icahn Enterprises and conduct substantially all of its operations. Therefore, the financial results of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same, with differences relating primarily to allocations to the general and limited partners. We do not discuss Icahn Enterprises and Icahn Enterprises Holdings separately unless we believe it is necessary to an understanding of the businesses.~~References to "we," "our" or "us" herein include both~~

We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Automotive, Energy, Railcar, Metals, Mining, Food Packaging, Real Estate and Home Fashion. We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises and Icahn Enterprises Holdings (unless otherwise noted), and ~~their subsidiaries, unless~~investment activity and expenses associated with our Holding Company.

Significant Transactions and Developments

Discontinued Operations. In April 2018, we announced definitive agreements to sell Federal-Mogul LLC ("Federal-Mogul") and Tropicana Entertainment Inc. ("Tropicana"). The transactions are expected to close in the ~~context otherwise requires.~~second half of 2018. The results of Federal-Mogul and Tropicana are reported in discontinued operations and classified as held for sale for all periods presented.

Results of Operations

Consolidated Financial Results

Our operating businesses comprise consolidated subsidiaries which operate in various industries and are managed on a decentralized basis. Results of operations for our continuing operating businesses primarily consist of net sales of various products, services revenue, ~~casino related~~franchisor operations and leasing of certain assets. Due to the structure and nature of our business, we primarily discuss the results of operations by individual reporting segment in order to better understand our consolidated operating performance. Certain other financial information is discussed on a consolidated basis following our segment ~~discussion.~~discussion, including our results from discontinued operations. In addition to the ~~summary~~summarized financial results below, refer to Note ~~12,~~11, "Segment Reporting," to the condensed consolidated financial statements for a reconciliation of each of our reporting segment's results of continuing operations to our consolidated results.

Revenues Net Income (Loss) Net Income (Loss) Attributable to Icahn Enterprises
Three Months Ended
September 30, Three Months Ended
September 30, Three Months Ended
September 30,
2017 2016 2017 2016 2017 2016
(in millions)
Investment $ 404
$ 435
$ 359
$ 362
$ 138
$ 111
Automotive 2,608
2,476
(7 ) 33
(9 ) 29
Energy 1,437
1,244
16
(8 ) 18
2
Railcar 126
228
15
21
12
18
Gaming 306
271
80
(83 ) 73
(89 )
Metals 109
72
1
(6 ) 1
(6 )
Mining 19
17
(2 ) (3 ) (2 ) (2 )
Food Packaging 103
80
6
2
5
1
Real Estate 480
25
463
4
463
4
Home Fashion 46
48
(4 ) (4 ) (4 ) (4 )
Holding Company 42
3
(98 ) (80 ) (98 ) (80 )
$ 5,680
$ 4,899
$ 829
$ 238
$ 597
$ (16 )
The comparability of our summarized consolidated financial results from continuing operations presented below is affected by, among other factors, (i) the performance of the Investment Funds, (ii) various acquisitions, primarily within our Automotive segment during 2017 and (iii) dispositions of assets, primarily with respect to our railcar lease fleet in 2017. Refer to our respective segment discussions and "Other Consolidated Results of Operations," below for further discussion.

4143


	Revenues					Net Income (Loss)						Net Income (Loss) Attributable to Icahn Enterprises						Revenues				Net Income (Loss) From Continuing Operations						Net Income (Loss) From Continuing Operations Attributable to Icahn Enterprises
	Nine Months Ended September 30,					Nine Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,				Three Months Ended June 30,						Three Months Ended June 30,
	2017		2016			2017			2016			2017			2016			2018		2017		2018			2017			2018			2017
	(in millions)																	(in millions)
Investment	$	582	$	(760	)	$	440		$	(972	)	$	212		$	(446	)	$	399	$	321	$	397		$	273		$	157		$	97
Automotive	7,870		7,516			569			103			561			85			737		697		(18		)	(2		)	(18		)	(2		)
Energy	4,391		3,425			15			(588		)	22			(329		)	1,922		1,433		68			(29		)	42			(13		)
Railcar	2,021		719			1,074			123			1,063			98			148		1,700		7			1,007			4			1,003
Gaming	744		743			90			(69		)	72			(80		)
Metals	314		207			4			(13		)	4			(13		)	131		102		3			1			3			1
Mining	74		41			10			(21		)	8			(16		)	31		24		5			6			4			5
Food Packaging	291		247			8			8			6			6			97		97		(1		)	—			—			—
Real Estate	523		68			469			13			469			13			29		25		8			2			8			2
Home Fashion	138		152			(11		)	(6		)	(11		)	(6		)	46		45		(3		)	(4		)	(3		)	(4		)
Holding Company	63		18			(274		)	(234		)	(274		)	(234		)	38		21		(33		)	413			(33		)	413
	$	17,011	$	12,376		$	2,394		$	(1,656	)	$	2,132		$	(922	)	$	3,578	$	4,465	$	433		$	1,667		$	164		$	1,502



	Revenues				Net Income (Loss) From Continuing Operations						Net Income (Loss) From Continuing Operations Attributable to Icahn Enterprises
	Six Months Ended June 30,				Six Months Ended June 30,						Six Months Ended June 30,
	2018		2017		2018			2017			2018			2017
	(in millions)
Investment	$	827	$	178	$	798		$	81		$	318		$	74
Automotive	1,423		1,335		(52		)	(20		)	(52		)	(20		)
Energy	3,520		2,953		160			(1		)	97			4
Railcar	271		1,895		23			1,059			15			1,051
Metals	250		205		7			3			7			3
Mining	51		55		(1		)	12			—			10
Food Packaging	188		186		(4		)	2			(3		)	1
Real Estate	51		44		14			2			14			2
Home Fashion	88		92		(8		)	(7		)	(8		)	(7		)
Holding Company	64		21		(116		)	332			(116		)	332
	$	6,733	$	6,964	$	821		$	1,463		$	272		$	1,450

Investment

We invest our proprietary capital through various private investment funds ("Investment Funds"). As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, we had investments with a fair market value of approximately ~~$2.9~~$3.3 billion and ~~$1.7~~$3.0 billion, respectively, in the Investment Funds. As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us) was approximately ~~$4.6~~$5.1 billion and ~~$3.7~~$4.4 billion, respectively.

Our Investment segment's results of operations are reflected in net income ~~(loss)~~ on the condensed consolidated statements of operations. Our Investment segment's net income ~~(loss)~~ is driven by the amount of funds allocated to the Investment Funds and the performance of the underlying investments in the Investment Funds. Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by ~~the~~our Holding Company and by Mr. Icahn and his affiliates. Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future. Changes in general market conditions coupled with changes in exposure to short and long positions have significant impact on our Investment segment's results of operations and the comparability of results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends. Refer to the "Investment Segment Liquidity" section of our "Liquidity and Capital Resources" discussion for additional information regarding our Investment segment's exposure as of ~~September~~June 30, ~~2017.~~2018.

For the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, our Investment Funds' returns were ~~5.1%~~4.9% and ~~6.5%~~4.3%, respectively, and for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~and 2016, such~~our Investment Funds' returns were ~~6.6%~~10.5% and ~~(12.7)%~~1.4%, respectively. Our Investment Funds' returns represent a weighted-average composite of the average returns, net of expenses. The following table sets forth the performance attribution for the Investment Funds' returns.

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Long positions 10.7 % 15.9 % 20.5 % 14.7 %
Short positions (5.5 )% (9.4 )% (13.1 )% (25.1 )%
Other (0.1 )% — % (0.8 )% (2.3 )%
5.1 % 6.5 % 6.6 % (12.7 )%



	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Long positions	6.5	%	3.8	%	9.7	%	4.4	%
Short positions	(1.7	)%	0.7	%	0.1	%	(2.7	)%
Other	0.1	%	(0.2	)%	0.7	%	(0.3	)%
	4.9	%	4.3	%	10.5	%	1.4	%

The following table presents net income (loss) for our Investment segment for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016.~~2017.


													Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,						2018			2017			2018		2017
	2017			2016			2017			2016			(in millions)
Long positions	$	807		$	878		$	1,467		$	413		$	532		$	241		$	725	$	660
Short positions	(440		)	(514		)	(975		)	(1,265		)	(149		)	49			21		(535		)
Other	(8		)	(2		)	(52		)	(120		)	14			(17		)	52		(44		)
	$	359		$	362		$	440		$	(972	)	$	397		$	273		$	798	$	81

Three Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

For the three months ended ~~September~~June 30, ~~2017,~~2018, the Investment Funds' positive performance was driven by net gains in their long positions, offset in part by net losses in their short positions. The positive performance of our Investment segment's long positions was driven by gains from an energy sector investment and a consumer, non-cyclical sector investment aggregating $478 million, offset in part by losses from a consumer ~~cyclical~~non-cyclical sector investment ~~and a basic materials sector investment aggregating $683~~of $106 million. The aggregate performance of investments with net gains across various other sectors accounted for the additional ~~net~~ positive performance of our Investment segment's long positions. Losses in short positions were attributable to the negative performance of broad market hedges of ~~$498~~$167 million ~~and the negative performance of various other short positions across multiple sectors. Losses in short positions were~~ offset in part by the ~~positive~~ performance of ~~a certain~~ short ~~position in the consumer, cyclical sector of $112 million.~~positions with net gains across various other sectors.

For the three months ended ~~September~~June 30, ~~2016, the~~2017, our Investment Funds' positive performance was driven by net gains in their long ~~positions offset in part by net losses in their~~and short positions. The positive performance of our Investment segment's long positions was driven by gains from two ~~energy~~consumer, non-cyclical sector investments ~~a financial sector investment, a consumer, cyclical sector investment and~~with gains aggregating $422 million. The aggregate performance of investments with gains across various other sectors accounted for the additional positive performance of our Investment segment's long positions. These gains were offset in part by the aggregate performance of investments with losses across various sectors,

including a consumer non-cyclical sector investment ~~aggregating $816 million and the positive performance~~with a loss of ~~various other long positions across multiple sectors. Losses~~$141 million. Gains in short positions were attributable to the positive performance of three consumer, cyclical sector investments with gains aggregating $448 million offset in part by the negative performance of broad market hedges aggregating $378 million and losses from various other short positions.

Six Months Ended June 30, 2018 and 2017

For the six months ended June 30, 2018, the Investment Funds' positive performance was driven by net gains in their long positions. The positive performance of ~~$555 million~~our Investment segment's long positions was driven by gains from an energy sector investment and consumer, non-cyclical sector investment aggregating approximately $1.0 billion, offset in part by losses from a consumer non-cyclical sector investment of $158 million and the ~~net~~aggregate performance of investments with net losses across various other ~~short positions.~~

~~Nine Months Ended September 30, 2017 and 2016~~sectors.

For the ~~nine~~six months ended ~~September~~June 30, 2017, the Investment Funds' positive performance was driven by net gains in their long positions, offset in part by net losses in their short positions. The positive performance of our Investment segment's long positions was driven by gains from two consumer, non-cyclical sector investments, an energy sector investment and a technology sector investment ~~and a consumer, cyclical sector investment~~with gains aggregating approximately ~~$1.1~~$1.0 billion. The aggregate performance of investments with gains across various other sectors accounted for the additional positive performance of our Investment segment's long ~~positions,~~positions. These gains were offset in part by the aggregate performance of investments with losses ~~in the financial sector.~~across various sectors, including a consumer non-cyclical sector investment with a loss of $236 million. Losses in short positions were attributable to the negative performance of broad market hedges of approximately ~~$1.6~~$1.1 billion and the negative performance of various other short positions across multiple sectors. Losses in short positions were offset in part by the positive performance of short positions in the consumer, cyclical sector aggregating ~~$735~~$628 million.

~~For the~~ ~~nine~~ months ended September 30, 2016, the Investment Funds' negative performance was driven by net losses in their short positions, offset in part by net gains in their long positions. Losses in short positions were attributable to the negative performance of broad market hedges of approximately $1.1 billion and the negative performance of various other short positions across multiple sectors. The positive performance of our Investment segment's long positions was driven by gains from a basic materials sector investment, a consumer, cyclical sector investment and two energy sector investments aggregating $826 million, offset in part by two technology sector investments with losses aggregating $394 million.

Automotive

Our Automotive segment's results of operations are generally driven by the ~~manufacturing~~distribution and ~~distribution~~installation of automotive ~~parts.~~parts and are affected by the relative strength of automotive part replacement trends, among other factors. Acquisitions in recent years within our Automotive segment, including our ~~acquisition~~acquisitions of ~~The Pep Boys - Manny, Moe & Jack ("Pep Boys"),~~the franchise businesses of Precision Tune Auto Care and American Driveline Systems, the franchisor of AAMCO and licensor of Cottman Transmission service centers, in 2017, provided operating synergies, ~~added new product lines,~~expanded our market presence, strengthened our parts distribution ~~channels~~channel and enhanced our Automotive segment's ability to better service its customers. Our Automotive segment's results of operations also include automotive services labor. Automotive services labor revenues are ~~affected~~included in other revenues from operations in our condensed consolidated statements of operations, however, the sale of any installed parts or materials related to automotive services are included in net sales. Therefore, we discuss the combined results of our automotive net sales and automotive services labor revenues below.

Our Automotive segment is in the process of implementing a multi-year transformation plan, which includes the integration and restructuring of the operations of The Pep Boys - Manny, Moe & Jack ("Pep Boys"), IEH Auto Parts Holding LLC ("IEH Auto") and the franchise businesses of Precision Tune Auto Care and American Driveline Systems. Our Automotive segment's priorities include:

Positioning the service business to take advantage of opportunities in the do-it-for-me market and vehicle fleets;

Growing the commercial parts distribution business in high volume markets;

Optimizing inventory across Icahn Automotive's parts and tire distribution network;

Optimizing the store and warehouse footprint through openings, closings, consolidations and conversions by market;

Digital initiatives including a new e-commerce platform and enhanced e-fulfillment capabilities;

Investment in customer experience initiatives such as enhanced customer loyalty programs and selective upgrades in facilities;

Investment in employees with focus on training and career development investments; and

Continued integration of the ~~relative strength of global vehicle production levels, global vehicle sales levels, automotive part replacement trends, geopolitical risk~~businesses including, but not limited to, supply chain and ~~foreign currencies, among other factors.~~information technology capabilities.

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(in millions)
Net sales $ 2,493
$ 2,346
$ 7,488
$ 7,140
Cost of goods sold 2,022
1,899
6,045
5,797
Gross margin $ 471
$ 447
$ 1,443
$ 1,343



	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
	(in millions)
Net sales and services labor revenues	$	737	$	694	$	1,423	$	1,331
Cost of goods sold and services labor	501		492		975		948
Gross margin	$	236	$	202	$	448	$	383

Three Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Net sales and automotive services labor revenues for our Automotive segment for the three months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$147~~$43 million (6%) as compared to the comparable prior year period. The increase ~~is primarily~~was due to ~~volume increases~~acquisitions which accounted for $33 million of ~~$111~~the increase and organic revenue growth of $28 million, ~~primarily~~offset in part by $18 million from the effects of the adoption of FASB ASC Topic 606. On an organic basis, commercial sales ~~volume increases and, to a lesser extent, sales volume increases from acquisitions,~~increased $17 million (7%) driven by growth in both Pep Boys commercial programs as well as ~~$45~~increases in IEH Auto sales, service sales (including labor) increased $13 million (4%) due to ~~a favorable effect of foreign currency exchange.~~growing do-it-for-me and fleet businesses, and retail sales decreased $2 million (1%).

Cost of goods sold and automotive services labor for the three months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$123~~$9 million ~~(6%~~(2%), as compared to the comparable prior year period. The increase ~~is primarily~~was due to volume increases ~~of $47 million, $46 million from~~offset in part by the ~~unfavorable~~ effects of ~~foreign currency exchange and $30 million from net performance and other.~~

the adoption of FASB ASC Topic 606 as discussed above. Gross margin on net sales and automotive services labor revenues for the three months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$24~~$34 million ~~(5%~~(17%) as compared to the comparable prior year period. Gross margin as a percentage of net sales and automotive services labor revenues was ~~flat at 19%~~32% and 29% for ~~each of~~ the three months ended ~~September~~June 30, 2018 and 2017, ~~and 2016.~~respectively. The ~~favorable effects of higher sales volumes, net of changes~~improvement in ~~product mix, had a positive impact on~~ gross margin primarily reflects higher margin percentages from franchisor operations as ~~a percentage of net sales. However, this positive impact was offset by unfavorable effects of net performance~~well as higher margins in automotive services due to cost improvements and ~~other.~~selective price increases.

~~Nine~~ SixMonths Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Net sales and automotive services labor revenues for our Automotive segment for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$348~~$92 million ~~(5%~~(7%) as compared to the comparable prior year period. The increase was due to acquisitions which accounted for $71 million of the increase and organic revenue growth of $57 million, offset in part by $36 million from the effects of the adoption of FASB ASC Topic 606. On an organic basis, services sales (including labor) increased $33 million (6%) due to growing do-it-for-me and fleet businesses, commercial sales increased $25 million (6%) driven by growth in both Pep Boys commercial programs as well as increases in IEH Auto sales, and retail sales decreased by $1 million (0%).

Cost of goods sold and automotive services labor for the six months ended June 30, 2018 increased by $27 million (3%), as compared to the comparable prior year period. The increase was due to volume increases of $409 million attributable to organic sales volume increases and acquisitions. Increases from acquisitions was impacted primarily from the inclusion of the results of Pep Boys for the full nine months in 2017 compared to eight months in the comparable prior year period. These sales volume increases were offset in part by the ~~unfavorable~~ effects of ~~foreign currency exchange.~~

~~Cost~~the adoption of ~~goods sold for the nine months ended September 30, 2017 increased by $248 million (4%)~~FASB ASC Topic 606 as compared to the comparable prior year period. The increase is primarily due to volume increases and product mix of $242 million and $12 million of additional costs from net performance, offset in part by $6 million primarily due to the favorable effect of foreign currency exchange.

discussed above. Gross margin on net sales and automotive services labor revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$100~~$65 million ~~(7%~~(17%) as compared to the comparable prior year period. Gross margin as a percentage of net sales and automotive services labor revenues was ~~flat at 19%~~31% and 29% for ~~each of~~ the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~and 2016.~~respectively. The ~~inclusion of the results of Pep Boys, whose product sales margins are~~improvement in gross margin primarily reflects higher ~~than those of Federal-Mogul's,~~margin percentages from franchisor operations as well as ~~the favorable effects of~~ higher ~~sales volumes, net of changes~~margins in ~~product mix, had a positive impact on gross margin as a percentage of net sales. However, this positive impact was offset by unfavorable effects of net performance, foreign currency exchange~~automotive services due to cost improvements and ~~other.~~selective price increases.

Energy

Our Energy segment is primarily engaged in the petroleum refining and nitrogen fertilizer ~~manufacturing.~~manufacturing businesses. The petroleum business accounted for approximately ~~94%~~95%, and ~~92%~~94% of our Energy segment's net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

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.~~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 and other refined products. This supply and demand depends on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and the extent of government regulation. Because the petroleum business applies first-in, first-out accounting to value its inventory, crude oil price movements may impact gross margin in the short term because of changes in the value of its unhedged on-hand inventory. The effect of changes in crude oil prices on ~~our~~the petroleum business' results of operations is influenced by the rate at which the prices of refined products adjust to reflect these changes.

In addition to current market conditions, there are long-term factors that may impact the demand for refined products. These factors include mandated renewable fuels standards, proposed climate change laws and regulations, and increased mileage standards for vehicles. The petroleum business is also subject to the Renewable Fuel Standard of the United States Environmental Protection Agency, ~~("EPA"),~~ which requires it to either blend “renewable fuels” in with its transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending. The price of RINs has been extremely volatile and the future cost of RINs for the petroleum business is difficult to estimate. Additionally, the cost of RINs is dependent upon a variety of factors, which include ~~EPA regulations,~~ the availability of RINs for purchase, the price at which RINs can be purchased, transportation fuel production levels, the mix of the petroleum business' petroleum products, as well as the fuel blending performed at its refineries and downstream terminals, all of which can vary significantly from period to period. Refer to Note 16, "Commitments and Contingencies," to the condensed consolidated financial statements for further discussion of RINs.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
	(in millions)								(in millions)
Net sales	$	1,453	$	1,240	$	4,395	$	3,429	$	1,914	$	1,434	$	3,451	$	2,942
Cost of goods sold	1,356		1,195		4,191		3,297		1,776		1,416		3,206		2,834
Gross margin	$	97	$	45	$	204	$	132	$	138	$	18	$	245	$	108

Three Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Net sales for our Energy segment increased by ~~$213~~$480 million ~~(17%~~(33%) for the three months ended ~~September~~June 30, ~~2017~~2018 as compared to the comparable prior year period. The increase was primarily due to our petroleum business as a result of ~~significantly~~ higher sales prices, including increases of approximately 32% for gasoline and 42% for distillates as ~~well as higher sales volume.~~compared to the comparable prior year period. This increase was offset in part by ~~our nitrogen fertilizer business primarily due to~~ a decrease in sales ~~prices~~volume for ~~its~~our petroleum and nitrogen fertilizer business' products.

Cost of goods sold for our Energy segment increased by ~~$161~~$360 million ~~(13%~~(25%) for the three months ended ~~September~~June 30, ~~2017~~2018 as compared to the comparable prior year period. The increase was primarily due to our petroleum business as a result of a higher cost of consumed crude oil costs ~~and products purchased for resale.~~due to an increase in crude oil prices. This increase was offset in part by volume decreases for our petroleum business' products and lower third-party costs and volume for our nitrogen fertilizer ~~business which had a decrease in cost of material due to lower third-party costs.~~business.

Gross margin for our Energy segment increased by ~~$52~~$120 million for the three months ended ~~September~~June 30, ~~2017~~2018 as compared to the comparable prior year period. Gross margin as a percentage of net sales was 7% and 4%1% for the three months ended ~~September~~June 30, ~~2017~~2018 and 2016, respectively, with such increase attributable to our petroleum business, offset in part by a decrease attributable to our fertilizer business. The increase in the gross margin as a percentage of net sales for our petroleum business was primarily due to higher gross margins per barrel resulting from an increase in the sales price of gasoline and distillates, which was offset in part by unfavorable changes in the gasoline and distillate basis.

~~Nine Months Ended September 30,~~ 2017, ~~and 2016~~

Net sales for our Energy segment increased by $966 million (28%) for the nine months ended September 30, 2017 as compared to the comparable prior year period. The increase was primarily due to our petroleum business as a result of higher sales prices for gasoline and distillates, as well as higher sales volume. This increase was offset in part by our nitrogen fertilizer business primarily due to a decrease in sales prices for its products.

Cost of goods sold for our Energy segment increased by $894 million (27%) for the nine months ended September 30, 2017 as compared to the comparable prior year period. The increase was primarily due to our petroleum business as a result of higher cost of consumed crude oil and other feedstock as well as higher volumes. This increase was offset in part by our nitrogen fertilizer business which had a decrease in cost of material due to lower third-party costs.

Gross margin for our Energy segment increased by $72 million for the nine months ended September 30, 2017 as compared to the comparable prior year period. Gross margin as a percentage of net sales was 5% and 4% for the nine months ended September 30, 2017 and 2016, respectively, with an increase attributable to our petroleum business offset in part by a decrease attributable to our fertilizer business. The increase in the gross margin as a percentage of net sales for our petroleum business was primarily due to higher gross margins per barrel resulting from a higher spread between crude oil and transportation fuels ~~pricing~~pricing.

Six Months Ended June 30, 2018 and 2017

Net sales for our Energy segment increased by $509 million (17%) for the six months ended June 30, 2018 as compared to the comparable prior year period. The increase was primarily due to our petroleum business as a ~~favorable change~~result of higher sales prices, including increases of approximately 26% for gasoline and 35% for distillates as compared to the comparable prior year period. This increase was offset in ~~gasoline basis.~~part by a decrease in sales volume for our petroleum and nitrogen fertilizer business' products.

Cost of goods sold for our Energy segment increased by $372 million (13%) for the six months ended June 30, 2018 as compared to the comparable prior year period. The increase was primarily due to our petroleum business as a result of a higher cost of consumed crude oil costs due to an increase in crude oil prices, offset in part by a decrease in the cost of other feedstocks and RINs as well as by volume decreases for our petroleum business' products.

Gross margin for our Energy segment increased by $137 million for the six months ended June 30, 2018 as compared to the comparable prior year period. Gross margin as a percentage of net sales was 7% and 4% for the six months ended June 30, 2018 and 2017, respectively, with an increase attributable to our petroleum business offset in part by a decrease attributable to our fertilizer business. The increase in the gross margin as a percentage of net sales for our petroleum business was primarily due to higher gross margins per barrel resulting from a higher spread between crude oil and transportation fuels pricing.

Railcar

Our Railcar segment's results of operations are generally driven by the manufacturing and leasing of railcars. ~~As discussed in Note~~On June 1, ~~"Description of Business," to the condensed consolidated financial statements,~~2017 we sold ~~approximately 29,000 railcars on~~American Railcar Leasing, LLC ("ARL") along with a majority of its railcar lease ~~in connection with our previously announced ARL Initial Sale on June 1, 2017. For a period of three years after~~fleet. We sold the ~~closing~~substantial majority of the ~~ARL Initial Sale, and upon satisfaction of certain conditions, we have an option to sell, and SMBC Rail Services LLC has an option to buy, the 4,551~~ remaining railcars previously owned by ~~a wholly owned subsidiary~~ARL throughout the remainder of ~~ours, which continue to be included in our Railcar segment's results~~2017 and the first half of ~~operations. The majority of these remaining railcars were sold subsequent to September 30, 2017.~~2018.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
	(in millions)								(in millions)
Net Sales/Other Revenues From Operations:
Manufacturing	$	68	$	94	$	184	$	315	$	90	$	55	$	154	$	116
Railcar Leasing	52		120		266		360		35		95		69		214
Railcar Services	14		13		54		38		22		26		40		40
	$	134	$	227	$	504	$	713	$	147	$	176	$	263	$	370
Cost of Goods Sold/Other Expenses From Operations:
Manufacturing	$	65	$	86	$	170	$	270	$	84	$	50	$	142	$	105
Railcar Leasing	14		72		71		166		14		23		27		57
Railcar Services	11		8		36		20		18		16		34		25
	$	90	$	166	$	277	$	456	$	116	$	89	$	203	$	187
Gross Margin:
Manufacturing	$	3	$	8	$	14	$	45	$	6	$	5	$	12	$	11
Railcar Leasing	38		48		195		194		21		72		42		157
Railcar Services	3		5		18		18		4		10		6		15
	$	44	$	61	$	227	$	257	$	31	$	87	$	60	$	183

Summarized shipments of railcars to leasing and non-leasing customers for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 are as follows:

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016

Shipments to leasing customers 275
209
1,422
494
Shipments to non-leasing customers 618
855
1,698
2,917
893
1,064
3,120
3,411



	Three Months Ended June 30,		Six Months Ended June 30,
	2018	2017	2018	2017
Shipments to leasing customers	19	545	214	1,147
Shipments to non-leasing customers	914	531	1,530	1,080
	933	1,076	1,744	2,227

As of ~~September~~June 30, ~~2017,~~2018, our Railcar segment had a backlog of ~~2,676~~3,387 railcars, including ~~657~~1,041 railcars expected to be built for lease customers and ~~2,019~~2,346 railcars for non-lease customers. In response to changes in customer demand, our Railcar segment continues to adjust production rates at its railcar manufacturing facilities as needed.

Three Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Total manufacturing revenues for the three months ended ~~September~~June 30, ~~2017 decreased~~2018 increased by ~~$26~~$35 million ~~(28%~~(64%) as compared to the comparable prior year period. The ~~decrease~~increase was primarily due to ~~fewer~~an increase in shipments to non-leasing customers ~~and~~offset in part by a decrease in average selling prices due to a shift in mix of railcars shipped as well as more competitive pricing for both hopper and tank railcars.

Gross margin from manufacturing operations for the three months ended ~~September~~June 30, ~~2017 decreased~~2018 increased by $5$1 million as compared to the comparable prior year period. Gross margin from manufacturing operations as a percentage of manufacturing revenues ~~decreased to 4%~~was 7% and 9% for the three months ended ~~September~~June 30, 2018 and 2017, ~~from 9% for the comparable prior year period.~~respectively. The decrease in gross margin as a percentage of revenue was due to higher costs associated with lower production volumes and a more competitive market for both hopper and tank railcars.

Railcar leasing revenues decreased for the three months ended ~~September~~June 30, ~~2017~~2018 as compared to the comparable prior year period due to a decrease in leased railcars as a result of the closing of the ARL Initial Sale on June 1, 2017 as well as a decrease

in weighted average lease rates. The lease fleet decreased to ~~17,122~~13,128 railcars at ~~September~~June 30, ~~2017~~2018 from ~~45,481~~16,905 railcars at ~~September~~June 30, ~~2016.~~2017.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Total manufacturing revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2017 decreased~~2018 increased by ~~$131~~$38 million ~~(42%~~(33%) as compared to the comparable prior year period. The ~~decrease~~increase was primarily due to ~~fewer~~an increase in shipments to non-leasing customers ~~and~~offset in part by a decrease in average selling prices due to a shift in mix of railcars shipped as well as more competitive pricing for both hopper and tank railcars.

Gross margin from manufacturing operations for the ~~nine~~six months ended ~~September~~June 30, ~~2017 decreased~~2018 increased by ~~$31~~$1 million as compared to the comparable prior year period. Gross margin from manufacturing operations as a percentage of manufacturing revenues ~~decreased to~~was 8% and 9% for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~from 14% for the comparable prior year period.~~respectively. The decrease in gross margin as a percentage of revenue was due to higher costs associated with lower production volumes and a more competitive market for both hopper and tank railcars.

Railcar leasing revenues decreased for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 as compared to the comparable prior year period due to a decrease in leased railcars as a result of the ~~closing~~sale of ~~the~~ ARL ~~Initial Sale on June 1,~~in 2017 as well as a decrease in weighted average lease rates. The lease fleet decreased to ~~17,122~~13,128 railcars at ~~September~~June 30, ~~2017~~2018 from ~~45,481~~16,905 railcars at ~~September~~June 30, ~~2016.~~2017.

~~Gaming~~

Casino revenues are one of our Gaming segment's main performance indicators and account for a significant portion of its net revenues. In addition, casino revenues can vary because of table games hold percentage and differences in the odds for different table games. High end play may lead to greater fluctuations in table games hold percentage and, as a result, greater revenue fluctuation between reporting periods may occur.

~~Three Months Ended September 30, 2017 and 2016~~

Our consolidated gaming revenues decreased by $22 million (8%) for the three months ended September 30, 2017 as compared to the comparable prior year period due to the closing of the Trump Taj Mahal Casino Resort in October 2016, which accounted for a $38 million decrease in consolidated gaming revenues. Our existing gaming operations' revenues increased by $16 million over the comparable periods primarily due to an increase in casino revenues. The increase in casino revenues for the three months ended September 30, 2017 as compared to the comparable prior year period was primarily due to increased casino revenues at Tropicana Atlantic City.

~~Nine Months Ended September 30, 2017 and 2016~~

Our consolidated gaming revenues decreased by $55 million (7%) for the nine months ended September 30, 2017 as compared to the comparable prior year period due to the closing of the Trump Taj Mahal Casino Resort in October 2016, which accounted for a $97 million decrease in consolidated gaming revenues. Our existing gaming operations' revenues increased by $42 million over the comparable periods primarily due to an increase in casino revenues. The increase in casino revenues for the nine months ended September 30, 2017 as compared to the comparable prior year period was primarily due to increased casino revenues at Tropicana Atlantic City.

Metals

The scrap metals business is highly cyclical and is substantially dependent upon the overall economic conditions in the ~~U.S.~~United States and other global markets. Ferrous and non-ferrous scrap has been historically vulnerable to significant declines in consumption and product pricing during prolonged periods of economic downturn or stagnation.

Three Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Net sales for the three months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$38~~$30 million ~~(53%~~(29%) compared to the comparable prior year period primarily due to higher shipment volumes of ferrous ~~non-ferrous~~ and non-ferrous ~~auto residue shipment volumes~~materials and higher average selling prices for most grades of metal. Non-ferrous shipment volumes increased primarily due to the capital investment in aluminum processing capabilities at one of our facilities made in late 2016, while higher pricing reflected higher terminal market prices in 2017 as compared to 2016.material. Ferrous selling prices increased due to higher market pricing as domestic mill production has benefited from trade cases and speculation regarding the recent probe into steel imports. Improved consumer market pricing was also driven primarily by the increased demand from domestic steel mills.

Cost of goods sold for the three months ended September 30, 2017 increased by $27 million (35%) compared to the comparable prior year period. The increase was primarily due to higher shipment volumes, as discussed above, and to increased material costs driven by higher market prices. Gross margin as a percentage of net sales was 5% for the three months ended September 30, 2017 as compared to a loss of 8% in the comparable prior year period. The margin percentage improvement was attributed to a continued focus on disciplined buying, higher pricing for non-ferrous auto residue, improved terminal market pricing, and by continued efforts to bring processing costs in line with volume and market pricing.

~~Nine Months Ended September 30, 2017 and 2016~~

Net sales for the nine months ended September 30, 2017 increased by $109 million (53%) compared to the comparable prior year period primarily due to higher ferrous, non-ferrous and non-ferrous auto residue shipment volumes and higher average selling prices for most grades of metal. Ferrous shipment volumes increased due to improved demand from domestic steel mills and improved flow of raw materials into the recycling yards driven by increased market pricing. Additionally, during 2017, a major new steel mill came on line which increased demand for scrap metal. Domestic mill production has benefited from trade cases and speculation regarding the recent probe into steel imports. Improved consumer market pricing was also driven primarily by the increased demand from domestic steel mills. Non-ferrous shipment volumes increased ~~44% during~~primarily due to the ~~nine~~capital investment in aluminum processing at one of our facilities made in late 2017, while higher pricing reflected higher terminal market prices.

Cost of goods sold for the three months ended ~~September~~June 30, 2018 increased by $26 million (27%) compared to the comparable prior year period. The increase was due to higher shipment volumes, as discussed above, and to increased material costs due to higher market prices. Gross margin as a percentage of net sales was 6% and 4% for the three months ended June 30, 2018 and 2017, asrespectively. Our Metals segments continues to focus on disciplined buying and efforts to bring processing costs in line with volume and market pricing.

Six Months Ended June 30, 2018 and 2017

Net sales for the six months ended June 30, 2018 increased by $45 million (22%) compared to the comparable prior year period primarily due to ~~utilization~~higher shipment volumes of ferrous and non-ferrous materials and higher average selling prices for most grades of material. Ferrous selling prices increased due to higher market pricing as domestic mill production benefited from trade cases and speculation regarding the recent probe into steel imports. Improved consumer market pricing was also driven primarily by the increased demand from domestic steel mills. Non-ferrous shipment volumes increased primarily due to the capital investment in aluminum processing ~~capabilities~~ at one of our facilities made in late ~~2016,~~2017, while higher pricing reflected higher terminal market ~~prices in 2017 as compared to 2016.~~prices.

Cost of goods sold for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$82~~$40 million ~~(38%~~(21%) compared to the comparable prior year period. The increase was primarily due to higher shipment volumes, as discussed above, and to increased material costs due to higher market prices. Gross margin as a percentage of net sales was 6% and 5% for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~as compared~~respectively. As discussed above, our Metals segments continues to ~~a loss of 5% in the comparable prior year period. The margin percentage improvement was driven by an increased material margin attributed to a continued~~ focus on disciplined buying ~~higher pricing for non-ferrous auto residue,~~ and ~~by continued~~ efforts to bring processing costs in line with volume and market pricing.

Mining

Our Mining segment's ~~key~~ performance ~~driver has historically been from~~is driven by global iron ore prices and demand for raw materials from Chinese steelmakers. Since acquiring Ferrous Resources Ltd. in 2015, our Mining segment has been concentrating on sales in its domestic market, Brazil.

Three Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Net sales for the three months ended ~~September~~June 30, ~~2017~~2018 increased $3 million as compared to the comparable prior year period due to iron ore price increases. Cost of goods sold for the three months ended September 30, 2017 increased $2 million as compared to the comparable prior year period due to volume increases.

~~Nine Months Ended September 30, 2017 and 2016~~

~~Net sales for the nine months ended September 30, 2017 increased $27~~$4 million as compared to the comparable prior year period primarily due to iron ore price ~~increases, offset~~and volume increases. Cost of goods sold for the three months ended June 30, 2018 increased $6 million (46%) compared to the comparable prior year period due to a certain plant operation resuming in ~~part by~~2018, increasing the cost of production.

Six Months Ended June 30, 2018 and 2017

Net sales for the six months ended June 30, 2018 decreased $9 million as compared to the comparable prior year period primarily due to iron ore price and volume decreases. Cost of goods sold for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 increased $2$6 million as(20%) compared to the comparable prior year ~~period.~~period due to a certain plant operation resuming in 2018, increasing the cost of production, offset in part by volume decreases.

Food Packaging

Our Food packaging segment's results of operations are primarily driven by the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry and derives a majority of its total net sales from customers located outside the United States.

Three Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Net sales for the three months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$18~~$5 million ~~(22%~~(5%) as compared to the corresponding prior year period. The increase was primarily due to higher sales volume ~~primarily from acquisitions,~~and the favorable effects of foreign exchange, offset in part by unfavorable price and product mix. Cost of goods sold for the three months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$14~~$5 million ~~(23%~~(7%) as compared to the corresponding prior year ~~period.~~period due to higher sales volume, lower production volume resulting in lower fixed cost absorption, input material and labor cost increases, offset in part by lower cost related to acquisition synergies. Gross margin as a percentage of net sales was 23% and 24% for the three months ended ~~September~~June 30, 2018 and 2017, ~~compared to 25% for the comparable prior year period.~~respectively.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$45~~$12 million ~~(19%~~(6%) as compared to the corresponding prior year period. The increase was primarily due to higher sales volume ~~primarily from acquisitions,~~and the favorable effects of foreign exchange, offset in part by unfavorable price and product ~~mix and foreign currency exchange.~~mix. Cost of goods sold for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$33~~$14 million ~~(18%~~(10%) as compared to the corresponding prior year ~~period.~~period due to higher sales volume, lower production volume resulting in lower fixed cost absorption, input material and labor cost increases, offset in part by lower cost related to acquisition synergies. Gross margin as a percentage of net sales was ~~flat at~~22% and 24% for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, respectively. The decrease in gross margin as a percentage of net sales over the comparable periods was primarily due to increasing raw material costs and ~~2016.~~lower fixed cost absorption.

Real Estate

Real Estate revenues and expenses include sales of residential units, results from club operations and rental income and expenses, including income from financing leases. Sales of residential units are included in net sales in our condensed consolidated financial statements. Results from club and rental operations, including financing lease income, are included in other revenues from operations in our condensed consolidated financial statements. Revenue from our real estate operations for each of the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 were substantially derived from income from club and rental operations.

Home Fashion

Our Home Fashion segment is significantly influenced by the overall economic environment, including consumer spending, at the retail level, for home textile products. Many of the larger retailers are customers of WestPoint Home LLC ("WPH"). WPH has a stable manufacturing platform and is focused on continued improvement in its cost structure through the use of certain process improvement initiatives.

Three Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Net sales for the three months ended ~~September~~June 30, ~~2017~~2018 was flat compared to the comparable prior year period. Cost of goods sold for the three months ended June 30, 2018 decreased by $2$1 million ~~(4%~~(3%) compared to the comparable prior year period. The decrease was primarily due to product mix. Gross margin as a percentage of net sales was 13% and 11% for the three months ended June 30, 2018 and 2017, respectively.

Six Months Ended June 30, 2018 and 2017

Net sales for the six months ended June 30, 2018 decreased by $5 million (5%) compared to the comparable prior year period. The decrease was primarily due to lower sales volume. Cost of goods sold for the ~~three~~six months ended ~~September~~June 30, ~~2017~~ 2018

decreased by $3$5 million (7%) compared to the comparable prior year period. The decrease was primarily due to lower sales volume and product mix. Gross margin as a percentage of net sales was 15% for the three months ended September 30, 2017 compared to 13% for the comparable prior year period. The increase was primarily due to product mix.

~~Nine Months Ended September 30, 2017 and 2016~~

Net sales for the nine months ended September 30, 2017 decreased by $13 million (9%) compared to the comparable prior year period. The decrease was primarily due to lower sales volume. Cost of goods sold for the nine months ended September 30, 2017 decreased by $11 million (8%(6%) compared to the comparable prior year period. The decrease was primarily due to lower sales volume. Gross margin as a percentage of net sales was ~~flat at~~ 14% and 13% for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~and 2016.~~respectively.

Other Consolidated Results of Operations

Gain On Disposition of Assets, Net

~~As discussed in Note 1, "Description of Business," to the condensed consolidated financial statements, on~~On June 1, 2017, we closed on the initial sale of ARL, ~~Initial Sale,~~ resulting in a pretax gain on disposition of assets of approximately $1.5 billion recorded by our Railcar segment for the ~~nine~~three and six months ended September 30, 2017. In August 2017, our Real Estate segment sold a development property in Las Vegas Nevada for $600 million, resulting in a pretax gain on disposition of assets of $456 million for the three and nine months ended SeptemberJune 30, 2017.

Selling, General and Administrative

Three Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Our consolidated selling, general and administrative for the three months ended ~~September~~June 30, ~~2017~~2018 increased by ~~$30~~$45 million (5%) as compared to the comparable prior year period. The increase was primarily attributable to our Automotive segment due to certain acquisitions and personnel costs associated with integration and increased customer services, offset in part by a decrease in our Gaming segment due to the closing and subsequent sale the Trump Taj Mahal Casino Resort in October 2016 and a decrease in our Investment segment due to lower compensation expense.

~~Nine Months Ended September 30, 2017 and 2016~~

~~Our consolidated selling, general and administrative for the nine months ended September 30, 2017 increased by $147 million (8%~~(15%) as compared to the comparable prior year period. The increase was primarily attributable to an increase from our Automotive segment of ~~$189~~$46 million primarily due to the inclusion of ~~Pep Boys' results beginning in February 2016 and certain other~~various acquisitions of automotive businesses as well as ~~personnel~~ costs associated with ~~integration~~the growth of the commercial parts business.

Six Months Ended June 30, 2018 and 2017

Our consolidated selling, general and administrative for the six months ended June 30, 2018 increased ~~customer services.~~by $75 million (12%) as compared to the comparable prior year period. The increase was primarily attributable to an increase from our Automotive segment of $88 million primarily due to the inclusion of various acquisitions of automotive businesses as well as costs associated with the growth of the commercial parts business. This increase was offset in part by a decrease in ~~our Gaming segment due to the closing and subsequent sale the Trump Taj Mahal Casino Resort in October 2016 and a decrease in our Investment segment due to lower compensation expense.~~

~~Restructuring, Net~~

Our consolidated restructuring costs, net is primarily attributable to our Automotive segment and consists primarily of employee severance and termination benefits as well as facility closures and other costs. Our Automotive segment's restructuring activities are undertaken as necessary to execute management’s strategy and streamline operations, consolidate and take advantage of available capacity and resources, and ultimately achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize businesses and to relocate manufacturing operations to best cost manufacturing locations. Restructuring, net decreased for the three and nine months ended September 30, 2017 compared to the comparable prior year periods due to lower severance and other charges incurred.

~~Impairment~~

~~Refer to Note 5, "Fair Value Measurements," and Note 8, "Goodwill and Intangible Assets, Net," for discussion of impairments of assets.~~

~~Interest Expense~~

~~Three Months Ended September 30, 2017 and 2016~~

Our consolidated interest expense during the three months ended September 30, 2017 decreased by $15 million (7%) as compared the corresponding prior year period. The decrease was primarily due to lower interest expense from our Railcar segment due to the sale of ARL in the second quarter of 2017, as well as lower interest expense from our Investment segment attributable to a decrease in due to broker balances over the respective periods. These decreases were offset in part by higher interest expense from our Holding Company due to our senior unsecured notes refinancing in the first quarter of 2017, which is subject to a higher interest rate.2017.

~~Nine~~Interest Expense

Three Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Our consolidated interest expense during the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2018 decreased by ~~$17~~$52 million as compared the corresponding prior year period. The decrease was primarily due to lower interest expense from our Investment segment attributable to a decrease in due to broker balances over the respective periods, as well as lower interest expense from our Railcar segment due to the sale of ARL in the second quarter of 2017. These decreases were offset in part by higher interest expense from our ~~Energy~~Holding Company due to debt refinancing in December 2017, resulting in debt with higher interest rates.

Six Months Ended June 30, 2018 and 2017

Our consolidated interest expense during the six months ended June 30, 2018 decreased by $84 million as compared the corresponding prior year period. The decrease was primarily due to lower interest expense from our Investment segment attributable to a decrease in due to broker balances over the respective periods, as well as lower interest expense from our Railcar segment due to ~~a certain debt offering during~~the sale of ARL in the second quarter of ~~2016, as well as~~2017. These decreases were offset in part by higher interest expense from our Holding Company due to ~~our senior unsecured notes~~debt refinancing in ~~the first quarter of~~December 2017, ~~which is subject to a~~resulting in debt with higher interest ~~rate.~~rates.

Income Tax Expense

Certain of our subsidiaries are partnerships not subject to taxation in our consolidated financial statements and certain other subsidiaries are corporations, or subsidiaries of corporations, subject to taxation in our consolidated financial statements. Therefore, our consolidated effective tax rate generally differs from the statutory federal tax rate. For the three and six months ended June 30, 2018, the statutory federal tax rate was 21% which decreased as compared to the statutory federal tax rate of 35%. for the three and six months ended June 30, 2017, as a result of tax legislation enacted in December 2017. Refer to Note 13, "Income Taxes," to the condensed consolidated financial statements for a discussion of income taxes.

Discontinued Operations

Following the sale of Federal-Mogul, we will obtain a non-controlling interest in Tenneco Inc. ("Tenneco"), the purchaser of Federal-Mogul. In addition, ~~in accordance~~All of Federal-Mogul's outstanding debt at the time of closing will be assumed by Tenneco.

See Note 12, "Discontinued Operations," for financial information with ~~FASB ASC Topic 740,~~ ~~Income Taxes, we analyze all positive and negative evidence and maintain a valuation allowance on deferred tax assets that are not considered more likely than not~~respect to ~~be realized. Based on current analysis, including increased level of income and ability to use losses previously limited, we have determined that it is more likely than not that a significant portion~~each of our ~~U.S. tax loss carryforwards and credits will be realized and have released the valuation allowance on these deferred tax assets.~~

discontinued operating businesses.

5052

Liquidity and Capital Resources

Holding Company Liquidity

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 likely will depend on the cash flow resulting from divestitures, equity 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 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.

As of ~~September~~June 30, ~~2017,~~2018, our Holding Company had cash and cash equivalents of ~~$484~~$79 million and total debt of approximately $5.5 billion. ~~During 2017, our Holding Company invested $1.0 billion in the Investment Funds, net of redemptions.~~ As of ~~September~~June 30, ~~2017,~~2018, our Holding Company had investments in the Investment Funds with a total fair market value of approximately ~~$2.9~~$3.3 billion. ~~Subsequent to September 30, 2017, our Holding Company invested an additional $300 million in the Investment Funds.~~ We may redeem our direct investment in the Investment Funds upon notice. See "Segment Liquidity and Capital Resources" below for additional information with respect to our Investment segment liquidity.

~~Sale~~Agreements to Sell Interests in Consolidated Subsidiaries

In April 2018, we announced definitive agreements to sell Federal-Mogul and Tropicana which are expected to provide significant additional liquidity to our Holding Company. Each transaction is expected to close in the second half of ~~ARL~~2018. Refer to Note 1, "Description of Business," to the condensed consolidated financial statements for further discussion.

OnDistributions From/Investments In Subsidiaries

During the six months ended June ~~1, 2017, we closed on our previously announced sale of ARL (the "ARL Initial Sale") to SMBC Rail Services, LLC ("SMBC Rail"). After repaying, or assigning to SMBC Rail, applicable indebtedness of ARL,~~30, 2018, we received ~~cash consideration of approximately $1.3 billion~~$77 million in ~~connection with the ARL Initial Sale. For~~aggregate dividends and distributions from our Energy segment. In addition, CVR Energy and CVR Refining declared a ~~period of three years after the closing of the ARL Initial Sale,~~quarterly dividend and upon satisfaction of certain conditions, we have an option to sell, and SMBC Rail has an option to buy, 4,551 remaining railcars owned by a wholly owned subsidiary of ours. Subsequent to September 30, 2017, we solddistribution, respectively, which will result in an additional ~~4,382 railcars~~aggregate $57 million in dividends and distributions payable to ~~SMBC Rail~~us in the third quarter of 2018.

During the six months ended June 30, 2018, we received $26 million in aggregate dividends and distributions from our Railcar segment. In addition, ARI declared a quarterly dividend, which will result in an additional $5 million in dividends payable to us in the third quarter of 2018.

During the six months ended June 30, 2018, we received $22 million in distributions from our Real Estate segment.

During the six months ended June 30, 2018, we invested $240 million in our Automotive segment.

Purchase of Additional Interests in Consolidated Subsidiaries

During January 2018, we increased our ownership in Viskase to 78.6% through a rights offering for ~~$522 million, resulting in a $154 million pretax gain on disposition~~additional shares of ~~assets.~~Viskase common stock for an aggregate additional investment of $44 million.

Holding Company Borrowings and Availability

September 30, 2017 December 31, 2016
(in millions)
6.75% senior unsecured notes due 2024 - Icahn Enterprises $ 498
$ —
6.25% senior unsecured notes due 2022 - Icahn Enterprises 693
—
5.875% senior unsecured notes due 2022 - Icahn Enterprises 1,341
1,340
6.00% senior unsecured notes due 2020 - Icahn Enterprises 1,704
1,705
4.875% senior unsecured notes due 2019 - Icahn Enterprises 1,272
1,271
3.50% senior unsecured notes due 2017 - Icahn Enterprises —
1,174
$ 5,508
$ 5,490



	June 30, 2018		December 31, 2017
	(in millions)
6.000% senior unsecured notes due 2020	$	1,703	$	1,703
5.875% senior unsecured notes due 2022	1,342		1,342
6.250% senior unsecured notes due 2022	1,215		1,216
6.750% senior unsecured notes due 2024	498		498
6.375% senior unsecured notes due 2025	747		748
	$	5,505	$	5,507

Holding Company debt consists of various issues of fixed-rate senior unsecured notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and guaranteed by Icahn Enterprises Holdings. Interest on each of the senior unsecured notes are payable semi-annually.

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 we 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, each of the senior unsecured notes outstanding as of June 30, 2018 are subject to optional redemption premiums in the event we redeem any of the notes prior to certain dates as described in the indentures.

As of ~~September~~June 30, 2018 and 2017, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of June 30, 2018, based on covenants in the ~~indenture~~indentures governing our senior unsecured notes, we are ~~not~~ permitted to incur approximately $705 million of additional indebtedness. ~~However, our covenants do permit us to refinance our debt obligations and receive additional incremental proceeds to pay related fees as well as accrued and unpaid interest.~~

~~Refinancing of 3.50% Senior Unsecured Notes Due 2017~~

On January 18, 2017, we issued $695 million in aggregate principal amount of 6.250% senior notes due 2022 and $500 million in aggregate principal amount of 6.750% senior notes due 2024 resulting in proceeds of $1.190 billion, after deducting the initial purchaser’s discount and commission and estimated fees and expenses related to the offering. The proceeds from the issuance of these notes were used to redeem all of our 3.50% senior unsecured notes due 2017 and to pay related accrued and unpaid interest.

~~Icahn Enterprises Rights Offering~~

In January 2017, Icahn Enterprises commenced a rights offering entitling holders of the rights to acquire newly issued depositary units of Icahn Enterprises. The purposes of the rights offering were to (i) enhance Icahn Enterprises' depositary unit holder equity; (ii) endeavor to improve Icahn Enterprises' credit ratings; and (iii) raise equity capital to be used for general partnership purposes. Aggregate proceeds from the rights offering was $600 million.

Distributions on Depositary Units

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, we declared ~~three~~two quarterly distributions aggregating ~~$4.50~~$3.50 per depositary unit. Mr. Icahn and his affiliates elected to receive their proportionate share of these distributions in depositary units. Mr. Icahn and his affiliates owned approximately ~~90.8%~~91.3% of Icahn Enterprises' outstanding depositary units as of ~~September~~June 30, ~~2017.~~2018. In connection with these distributions, aggregate cash distributions to all depositary unitholders was ~~$60 million.~~$47 million during the six months ended June 30, 2018

The declaration and payment of distributions is reviewed quarterly by Icahn Enterprises GP's board of directors based upon a review of our balance sheet and cash flow, our expected capital and liquidity requirements, the provisions of our partnership agreement and provisions in our financing arrangements governing distributions, and keeping in mind that limited partners subject to U.S. federal income tax have recognized income on our earnings even if they do not receive distributions that could be used to satisfy any resulting tax obligations. The payment of future distributions will be determined by the board of directors quarterly, based upon the factors described above and other factors that it deems relevant at the time that declaration of a distribution is considered. Payments of distributions are subject to certain restrictions, including certain restrictions on our subsidiaries which limit their ability to distribute dividends to us. There can be no assurance as to whether or in what amounts any future distributions might be paid.

~~Purchase of Additional Interests in Consolidated Subsidiaries~~

During January 2017, we increased our ownership in Federal-Mogul from 82.0% to 100% through a tender offer for the remaining shares of Federal-Mogul common stock not already owned by us and a subsequent short form merger for an aggregate purchase price of $305 million.

During August 2017, we increased our ownership in Tropicana from 72.5% to 83.9% through a tender offer for additional shares of Tropicana common stock not already owned by us, for an aggregate purchase price of $95 million, excluding cash paid by Tropicana to repurchase shares in connection with the tender offer and in accordance with Tropicana's stock repurchase program, as discussed below.

~~Dividends and Distributions From Subsidiaries~~

Dividends and distributions are primarily received from our Energy, Railcar and Real Estate segments. See "Other Segment Liquidity" below for additional information with respect to our dividends and distributions received from subsidiaries.

Investment Segment Liquidity

During the ~~nine~~six months ended ~~September~~June 30, ~~2017, we invested $1.0 billion in the Investment Funds, net of redemptions, and~~2018, affiliates of Mr. Icahn (excluding us and our subsidiaries) invested ~~$600~~$280 million in the Investment Funds. In addition to investments by us and Mr. Icahn, the Investment Funds historically have access to significant amounts of cash available from prime brokerage lines of credit, subject to customary terms and market conditions.

Additionally, our Investment segment liquidity is driven by the investment activities and performance of the Investment Funds. As of ~~September~~June 30, ~~2017,~~2018, the Investment Funds' had a net ~~short~~long notional exposure of ~~77%~~11%. The Investment Funds' long exposure was ~~124% (118%~~99% (97% long equity and 6%2% long credit and other) and its short exposure was ~~201% (182%~~88% (85% short equity, ~~19%~~3% short credit and other). 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 ~~September~~June 30, ~~2017.~~2018.

Of the Investment Funds' ~~124%~~99% long exposure, ~~122%~~96% was comprised of the fair value of its long positions (with certain adjustments) and 2%3% was comprised of single name equity forward contracts and credit contracts. Of the Investment Funds' ~~201%~~88% short exposure, ~~17%~~4% was comprised of the fair value of our short positions and ~~184%~~84% was comprised of short credit default swap contracts and short broad market index swap derivative contracts.

With respect to both our long positions that are not notionalized ~~(122%~~(96% long exposure) and our short positions that are not notionalized ~~(17%~~(4% short), 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.

With respect to the notional value of our other short positions ~~(184%~~(84% 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.

Other Segment Liquidity

Segment Cash and Cash Equivalents

Segment cash and cash equivalents (excluding our Investment segment) consists of the following:



	June 30, 2018		December 31, 2017
	(in millions)
Automotive	$	53	$	52
Energy	534		482
Railcar	104		100
Metals	11		24
Mining	11		15
Food Packaging	46		16
Real Estate	30		32
Home Fashion	1		—
	$	790	$	721

Segment Borrowings and Availability

Segment debt consists of the following:

September 30, 2017 December 31, 2016
(in millions)
Debt and credit facilities - Automotive $ 3,434
$ 3,249
Debt facilities - Energy 1,121
1,118
Debt and credit facilities - Railcar 552
571
Credit facilities - Gaming 162
287
Credit facilities - Food Packaging 272
265
Capital leases and other 149
139
$ 5,690
$ 5,629



	June 30, 2018		December 31, 2017
	(in millions)
Automotive	$	324	$	340
Energy	1,167		1,166
Railcar	533		546
Metals	1		1
Mining	54		58
Food Packaging	270		273
Real Estate	20		22
Home Fashion	6		5
	$	2,375	$	2,411

Refer to our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 for information concerning terms, restrictions and covenants pertaining to our subsidiaries' debt. ~~See Note 9, “Debt,” to the condensed consolidated financial statements for information with respect to updates to our subsidiaries' debt as of September 30, 2017 compared to December 31, 2016.~~ As of ~~September~~June 30, ~~2017,~~2018, our subsidiaries are in compliance with all debt covenants.

Our segments have additional borrowing availability under certain revolving credit facilities as summarized ~~below.~~below:

September 30, 2017
(in millions)
Automotive $ 456
Energy 419
Railcar 200
Food Packaging 8
Home Fashion 24
$ 1,107

~~Subsidiary Common Stock Dividends and Distributions~~

For the nine months ended September 30, 2017, we received $107 million in dividends from CVR Energy. Subsequent to September 30, 2017, CVR Energy and CVR Refining declared a quarterly dividend and distribution, respectively, which will result in an additional aggregate $41 million in dividends and distributions paid to us in the fourth quarter of 2017.

For the nine months ended September 30, 2017, we received $65 million in aggregate dividends and distributions from our Railcar segment. Subsequent to September 30, 2017, ARI declared a quarterly dividend, which will result in an additional $5 million in dividends paid to us in the fourth quarter of 2017.

~~For the nine months ended September 30, 2017, we received $258 million in net distributions from our Real Estate segment.~~



	June 30, 2018
	(in millions)
Automotive	$	96
Energy	444
Railcar	200
Food Packaging	8
Home Fashion	24
	$	772

5355

~~Sale of Las Vegas Development Property~~

~~Accounts Receivable, Net~~

Federal-Mogul's subsidiaries in Brazil, Canada, France, Germany, Italy, and the United States are party to accounts receivable factoring and securitization facilities. Refer to Note 2, "Basis of Presentation and Summary of Significant Accounting Policies,"addition to the ~~condensed consolidated financial statements for further information.~~

~~Subsidiary Stock Repurchases~~

Onabove, in July ~~28, 2015, ARI's board of directors authorized the repurchase~~2018, our Metals segment obtained an asset-based lending facility with borrowing availability of up to ~~$250 million~~$65 million. The above outstanding debt and borrowing availability with respect to each of ~~its outstanding common stock (the "ARI Stock Repurchase Program"). ARI did not repurchase shares~~our continuing operating segments reflects third-party obligations. Certain terms of ~~its common stock during~~financings for certain of our businesses impose restrictions on the ~~nine months ended September 30, 2017. Prior~~business' ability to ~~2017, an aggregate $86 million was repurchased under the ARI Stock Repurchase Program.~~

~~On July 31, 2015, Tropicana's board of directors authorized the repurchase of up~~transfer funds to ~~$50 million of its outstanding common stock~~us, including restrictions on dividends, distributions, loans and on February 22, 2017, an additional $50 million was authorized for repurchase (the "Tropicana Stock Repurchase Program"). During the nine months ended September 30, 2017, Tropicana repurchased shares of its common stock aggregating $36 million in connection with a tender offer commenced by Icahn Enterprises and Tropicana. Prior to 2017, an aggregate $43 million was repurchased under the Tropicana Stock Repurchase Program.other transactions.

Subsidiary ~~Payments~~Dividends and Distributions to ~~Acquire Businesses~~Non-Controlling Interests

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, our ~~Automotive segment acquired several automotive services businesses for an aggregate purchase price~~Energy and Railcar segments had dividends and distributions to non-controlling interests of ~~$74~~$58 million ~~net of cash acquired. Additionally, subsequent to September 30, 2017, our Automotive segment acquired an automotive services business for a purchase price of $120~~and $6 million, ~~net of cash acquired.~~

~~During the nine months ended September 30, 2017, our Food Packaging segment acquired a casings business for a purchase price of $31 million, net of cash acquired.~~

respectively.

Consolidated Cash Flows

Our Holding Company's cash flows are generally driven by payments and proceeds associated with our senior unsecured debt obligations and payments and proceeds associated with equity transactions with Icahn Enterprises' depositary unitholders. Additionally, our Holding Company's cash flows ~~may~~ include ~~various investment~~ transactions ~~including acquisitions~~with our Investment and ~~dispositions of businesses, including proceeds from the ARL Initial Sale.~~other operating segments. Our Investment segment's cash flows are primarily driven by investment transactions, which are included in net cash flows from operating activities due to the nature of its business, as well as contributions and distributions from Mr. Icahn and his affiliates (including Icahn Enterprises and Icahn Enterprises Holdings), which are included in net cash ~~flow~~flows from financing activities. Our other operating segments' cash flows are driven by the activities and performance of each business ~~which is included in the discussion~~as well as transactions with our Holding Company, as discussed below.

The following table summarizes ~~consolidated cash and cash equivalents as of September 30, 2017 and~~ cash flow information for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 for Icahn Enterprises' reporting segments, discontinued operations and our Holding Company:


	September 30, 2017		Nine Months Ended September 30, 2017									Nine Months Ended September 30, 2016									Six Months Ended June 30, 2018									Six Months Ended June 30, 2017
	Cash and Cash Equivalents		Net Cash Provided By (Used In)									Net Cash Provided By (Used In)									Net Cash Provided By (Used In)									Net Cash Provided By (Used In)
			Operating Activities			Investing Activities			Financing Activities			Operating Activities			Investing Activities			Financing Activities			Operating Activities			Investing Activities			Financing Activities			Operating Activities			Investing Activities			Financing Activities
	(in millions)																				(in millions)
Holding Company	$	484	$	(335	)	$	148		$	446		$	(253	)	$	233		$	46		$	(166	)	$	(233	)	$	(48	)	$	(146	)	$	107		$	467
Investment	17		(1,596		)	—			1,600			556			—			(552		)	(709		)	—			280			(1,380		)	—			1,600

Other Operating Segments:
Automotive	366		118			(401		)	293			394			(261		)	52			(139		)	(57		)	253			(97		)	(53		)	148
Energy	849		327			(81		)	(133		)	219			(172		)	(49		)	229			(41		)	(136		)	242			(59		)	(89		)
Railcar	106		185			(107		)	(268		)	320			(232		)	(412		)	52			(3		)	(45		)	134			(89		)	(234		)
Gaming	125		103			(28		)	(194		)	63			(34		)	44
Metals	14		2			(4		)	11			(14		)	(1		)	7			(10		)	(2		)	(1		)	(3		)	(3		)	11
Mining	17		16			(27		)	14			(2		)	(12		)	2			(1		)	(23		)	20			15			(17		)	13
Food Packaging	18		15			(46		)	9			24			(11		)	(3		)	(2		)	(11		)	43			5			(40		)	9
Real Estate	41		59			219			(261		)	21			3			(30		)	27			(1		)	(20		)	8			51			(32		)
Home Fashion	1		(3		)	(4		)	6			(6		)	(8		)	2			5			(2		)	1			—			(2		)	2
Other operating segments	1,537		822			(479		)	(523		)	1,019			(728		)	(387		)	161			(140		)	115			304			(212		)	(172		)
Discontinued operations																					228			(255		)	(58		)	285			(181		)	(21		)
Total before eliminations	2,038		(1,109		)	(331		)	1,523			1,322			(495		)	(893		)	(486		)	(628		)	289			(937		)	(286		)	1,874
Eliminations⁽¹⁾	—		—			665			(665		)	—			(1,172		)	1,172			—			233			(233		)	—			801			(801		)
Consolidated	$	2,038	$	(1,109	)	$	334		$	858		$	1,322		$	(1,667	)	$	279		$	(486	)	$	(395	)	$	56		$	(937	)	$	515		$	1,073

⁽¹⁾Eliminations

Eliminations in the table above relate to our Holding Company's transactions with our Investment and other operating segments. Our Holding Company's ~~transactions with our Investment~~net investments in the Investments Funds were zero and ~~other operating segments~~$1.0 billion for the six months ended June 30, 2018 and 2017, respectively, which are ~~generally reported as~~included in cash flows from investing activities byfor our Holding Company and ~~such transactions are generally reported as~~ cash flows from financing activities byfor our Investment ~~and other operating segments. During the nine months ended September 30, 2017, our~~segment. Our Holding ~~Company had~~Company's net ~~investment of $1.0 billion in the Investment Funds offset in part by $215 million in net proceeds~~(investments in) distributions from our other operating segments were $(233) million and $79 million for the six months ended June 30, 2018 and 2017, respectively, which are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our other operating segments. ~~Additionally,~~In addition, our Holding Company repaid a loan ~~to ARL for $120 million classified as financing activities by our Holding Company and investing activities by~~from our Railcar segment ~~for~~of $120 million during the ~~nine~~six months ended ~~September~~June 30, 2017. ~~For the nine months ended September 30, 2016, our~~

Holding Company had net proceeds from the Investment Funds and our other operating segments aggregating approximately $1.3 billion. Additionally, our Holding Company received loan proceeds from ARL of $125 million classified as financing activities by our Holding Company and investing activities by our Railcar segment for the nine months ended September 30, 2016.

~~Operating Activities~~

For the nine months ended September 30, 2017, net cash used in operating activities was primarily driven by our Investment segment and our Holding Company, offset in part by net cash provided by operating activities from our other operating segments, particularly from our Energy, Railcar, Automotive, and Gaming segments. For the nine months ended September 30, 2016, net cash provided by operating activities was primarily driven by our Investment and other operating segments, particularly from our Automotive, Railcar and Energy segments, offset in part by our Holding Company.

~~Our Investment segment's cash flows from operating activities for the comparable periods were attributable to its net investment transactions.~~ Our Holding Company's cash flows from operating activities for each of the ~~comparable periods~~six months ended June 30, 2018 and 2017 were primarily attributable to our semi-annual interest payments on our senior unsecured ~~notes and certain operating expenses of the~~notes.

Our Holding ~~Company. Our other operating segments'~~Company's cash flows from ~~operating~~investing activities for the ~~comparable periods~~six months ended June 30, 2018 were ~~primarily~~

~~attributable~~due to ~~earnings before non-cash charges. However, the decrease~~an investment in our Automotive segment of $240 million, contributions to our Food Packaging segment in connection with Viskase's rights offering of $44 million and other net ~~cash provided~~contributions to our subsidiaries of $74 million, offset in part by ~~operating activities~~dividends and distributions received from our ~~other operating~~Energy, Railcar and Real Estate segments ~~in 2017 compared to 2016 was primarily attributable to changes in operating assets and liabilities.~~

~~Investing Activities~~

aggregating $125 million. For the ~~nine~~six months ended ~~September~~June 30, 2017, our Holding Company had ~~net cash provided by investing activities due to~~ proceeds of approximately $1.3 billion from the sale of ARL ~~Initial Sale~~ and aggregate ~~proceeds~~dividends and distributions received from our ~~other operating~~Energy, Railcar and Real Estate segments ~~of $215 million. This was~~aggregating $113 million, offset in part by net investments in the Investment Funds of $1.0 billion and payments to acquire additional outstanding common stock of Federal-Mogul ~~and Tropicana aggregating $349~~for $254 million during the nine months ended September 30, 2017. For the nine months ended September 30, 2016, our Holding Company had net cash provided by investing activities due to proceeds received from our Investment and other ~~operating segments~~net contributions to our subsidiaries of ~~approximately $1.3 billion, offset in part by our acquisition of Pep Boys for approximately $1.0 billion.~~$34 million.

Our ~~other operating segments had net~~Holding Company's cash ~~used in investing~~flows from financing activities for the ~~nine~~six months ended ~~September~~June 30, 2018 was due to payments on our aggregate quarterly distributions of $48 million (including $1 million in distributions to our general partner in order to maintain its ownership percentage in us). Our Holding Company's cash flows from financing activities for the six months ended June 30, 2017 ~~and 2016 primarily~~were due to capital expenditures. For the nine months ended September 30, 2017, capital expenditures at our Automotive segment of $333 million were primarily related to investing in new facilities, upgrading existing products, continuing new product launches and other infrastructure and equipment costs. Our Railcar segment's capital expenditures were $139 million, primarily for railcars for lease and our Gaming and Energy segments had capital expenditures of $83 million and $80 million, respectively. For the nine months ended September 30, 2016 our Railcar segment had capital expenditures of $104 million, primarily for railcars for lease, and our Automotive and Energy segments had capital expenditures of $306 million and $106 million, respectively.

For the nine months ended September 30, 2017, our Railcar segment's net cash used in investing activities also reflects the cash held by ARL at disposition which, when netted with the proceeds from the ARL Initial Sale received by our Holding Company, resulted in net cash proceeds from the ARL Initial Sale in consolidation of approximately $1.2 billion, offset in part by cash received of $120 million from the Holding Company for the repayment of an intercompany loan. Additionally, our Automotive and Food Packaging segments had cash used in investing activities due to certain acquisitions aggregating $105 million for the nine months ended September 30, 2017. For the nine months ended September 30, 2016, our other operating segments had payments to acquire businesses of $94 million, including our Energy segments acquisition of CVR Nitrogen, LP. in 2016 for $64 million, net of cash acquired. In addition, our Railcar segment's net cash used in investing activities for or the nine months ended September 30, 2016 included a $125 million loan to our Holding Company.

~~Financing Activities~~

~~For the nine months ended September 30, 2017, our Holding Company received~~aggregate proceeds from our rights ~~offing~~offering of $612 million (which includes a contribution of $12 million from our general partner in order to maintain its aggregate 1.99% general partner interest in us) and net proceeds from our senior unsecured debt refinancing of ~~$15~~$20 million, offset in part by repayment of an intercompany loan due to ARL of $120 million and ~~by cash distributions~~payments on our ~~depositary units~~aggregate quarterly distributions of ~~$61 million~~$40 million.

Investment Segment

Our Investment segment's cash flows from operating activities for the ~~nine months ended September 30, 2017. For~~comparable periods were attributable to its net investment transactions.

Our Investment segment's cash flows from financing activities for the ~~nine months ended September 30, 2016,~~comparable periods were due to net contributions from our Holding Company ~~received $125 million in proceeds from its intercompany loan from ARL which was offset in part by cash distributions to our depositary unitholders of $81 million.~~

and Mr. Icahn and his affiliates. For the ~~nine~~six months ended ~~September~~June 30, ~~2017, our Investment segment had net cash provided by financing activities of $1.6 billion, which included our $1.0 billion investment in the Investment Funds as well as $600 million received from~~2018, Mr. Icahn and his affiliates (excluding us). invested $280 million in the Investment Funds. For the ~~nine~~six months ended ~~September~~June 30, ~~2016, our Investment segment had net cash used in financing activities of $552 million due to distributions paid to~~2017, our Holding Company invested $1.0 billion in the Investment Funds, net of ~~approximately $1.1 billion, offset in part by net contributions from~~redemptions and Mr. Icahn and his affiliates (excluding us) ~~of $498 million.~~invested an additional $600 million in the Investment Funds.

Other Operating Segments

Our other operating segments' cash flows from operating activities were primarily attributable to net cash flows from operating activities before changes in operating assets and liabilities of $388 million and $396 million for the six months ended June 30, 2018 and 2017, respectively. The change in net cash provided by operating activities from our other operating segments in 2018 compared to 2017 was primarily attributable to changes in operating assets and liabilities, particularly from our Energy segment, offset in part by our Automotive segment.

Our other operating segments cash flows from investing activities for the six months ended June 30, 2018 and 2017 were primarily due to capital expenditures. For the six months ended June 30, 2018, our Automotive segment's capital expenditures were $37 million, primarily for store improvements, our Energy segment had capital expenditures of $42 million, primarily for maintenance, our Railcar segment's capital expenditures were $24 million, primarily for railcars for lease, and our Mining segment capital expenditures were $23 million. For the six months ended June 30, 2017, our Automotive, Energy, Railcar and Mining segments had capital expenditures of $35 million, $58 million, $109 million, and $17 million, respectively.

Our other operating segments cash flows from financing activities for the six months ended June 30, 2018 and 2017 were primarily due to contributions from us, dividends and distributions to us and non-controlling interests, and net debt transactions. For the six months ended June 30, 2018 and 2017, our other operating segments had net cash ~~used in financing activities~~contributions from (distributions to) our Holding Company of $233 million and $(79) million, respectively, as described above. Distributions to non-controlling interests were $62 million and $24 million for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, respectively, primarily from our Energy, Railcar and ~~2016 primarily due to net debt transactions as well as dividends~~Real Estate segments. In addition, for the six months ended June 30, 2018 and ~~distributions to us and to non-controlling interests. Our~~2017, our other operating segments had net cash repayments for debt transactions of $39 million and $75 million, respectively.

Discontinued Operations

Our cash flows from operating activities from discontinued operations for the six months ended June 30, 2018 was comprised of $146 million provided by Federal-Mogul and $82 million provided by our former Gaming segment compared to $228 million provided by Federal-Mogul and $57 million provided by our former Gaming segment for the six months ended June 30, 2017. Cash flows provided by operating activities from discontinued operations was net of cash payments for ~~debt~~ interest

of ~~$237~~$86 million for Federal-Mogul and $3 million for our former Gaming segment for the six months ended June 30, 2018 and $64 million for Federal-Mogul and $7 million for our former Gaming segment for the six months ended June 30, 2017.

Our cash flows from investing activities from discontinued operations for the six months ended June 30, 2018 was comprised of $210 million used by Federal-Mogul and $45 million used by our former Gaming segment compared to $181 million used by Federal-Mogul and zero for our former Gaming segment for the six months ended June 30, 2017. Federal-Mogul's capital expenditures were $215 million and ~~$54~~$185 million for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, respectively, and ~~2016, respectively. Additionally,~~ our ~~Energy and Railcar segments had cash payments for dividends and distributions aggregating $210~~former Gaming segment's capital expenditures were $46 million and ~~$246~~$53 million for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~and 2016, respectively,~~respectively. Our former Gaming segment also had proceeds from the disposition of ~~which $172~~assets of $50 million ~~and $172 million, respectively, was paid to us. For~~for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2017.

Our cash flows from financing activities from discontinued operations for the six months ended June 30, 2018 was comprised of $8 million used by Federal-Mogul and $50 million used by our ~~Real Estate~~former Gaming segment ~~had net distributions~~compared to ~~us of $258 million. Net cash~~$19 million used by Federal-Mogul and $2 million used by our former Gaming segment for the six months ended June 30, 2017. Cash flow used in financing activities ~~at our other operating segments was offset in part by contributions~~ from ~~us received by our Automotive segment of $220 million for~~discontinued operations relate primarily to net debt transactions. For the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~

2018, Federal-Mogul's cash flows from financing activities included $2 million paid to non-controlling interests.

Consolidated Capital ~~Resources~~Expenditures

There have been no significant changes to our capital expenditures during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 as compared to the estimated capital expenditures for ~~2017~~2018 as reported in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. Capital expenditures with respect to ~~certain environmental matters~~discontinued operations are discussed under "Consolidated Cash Flows" above and also disclosed in Note ~~16, "Commitments and Contingencies,~~12, "Discontinued Operations." ~~to the condensed consolidated financial statements.~~

Consolidated Contractual Commitments and Contingencies

~~Other than certain debt transactions as described above, there~~There have been no material changes to our contractual commitments and contingencies as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017. However, certain debt with respect to discontinued operations is classified as held for sale beginning in the second quarter of 2018 and is disclosed in Note 12, "Discontinued Operations," to the condensed consolidated financial statements.

Consolidated Off-Balance Sheet Arrangements

We have off-balance sheet risk related to investment activities associated with certain financial instruments, including futures, options, credit default swaps and securities sold, not yet purchased. For additional information regarding these arrangements, see Note ~~2, “Basis of Presentation and Summary of Significant Accounting Policies” and Note~~ 6, “Financial Instruments," to the condensed consolidated financial statements.

Critical Accounting Policies and Estimates

~~There~~The critical accounting policies and estimates used in the preparation of our condensed consolidated financial statements that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this Report are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.

Effective January 1, 2018, we adopted FASB ASC Topic 606, Revenue from Contracts with Customers. Although this new standard is not expected to have a material impact on our ongoing results of operations, we determined that it was appropriate to identify our updated accounting policy as a critical accounting policy.

Except for the adoption of FASB ASC Topic 606, discussed above, there have been no material changes to our critical accounting policies and estimates during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

Recently Issued Accounting Standards

Refer to Note 2, "Basis of Presentation and Summary of Significant Accounting Policies," to the condensed consolidated financial statements for a discussion of recent accounting pronouncements applicable to us.

~~Forward-Looking Statements~~

Statements included in “Management's Discussion and Analysis of Financial Condition and Results of Operations” which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or by Public Law 104-67.

Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties that may cause actual results to differ materially from trends, plans, or expectations set forth in the forward-looking statements. These risks and uncertainties may include the risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2016 and those set forth in this Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Except as discussed below, information about our quantitative and qualitative disclosures about market risk did not differ materially from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

Market Risk

Our predominant exposure to market risk is related to our Investment segment and the sensitivities to movements in the fair value of the Investment Funds' investments.

Investment

The fair value of the financial assets and liabilities of the Investment Funds primarily fluctuates in response to changes in the value of securities. The net effect of these fair value changes impacts the net gains from investment activities in our condensed consolidated statements of operations. The Investment Funds' risk is regularly evaluated and is managed on a position basis as well as on a portfolio basis. Senior members of our investment team meet on a regular basis to assess and review certain risks, including concentration risk, correlation risk and credit risk for significant positions. Certain risk metrics and other analytical tools are used in the normal course of business by the Investment segment.

The Investment Funds hold investments that are reported at fair value as of the reporting date, which include securities owned, securities sold, not yet purchased and derivatives as reported on our condensed consolidated balance sheets. Based on their respective balances as of ~~September~~June 30, ~~2017,~~2018, we estimate that in the event of a 10% adverse change in the fair value of these investments, the fair values of securities owned, securities sold, not yet purchased and derivatives would decrease by approximately ~~$902~~$813 million, ~~$126~~$37 million and ~~$1.5 billion,~~$733 million, respectively. However, as of ~~September~~June 30, ~~2017,~~2018, we estimate that

the impact to our share of the net gain (loss) from investment activities reported in our condensed consolidated statement of operations would be less than the change in fair value since we have an investment of approximately ~~39%~~40% in the Investment Funds, and the non-controlling interests in income would correspondingly offset approximately ~~61%~~60% of the change in fair value.

~~Foreign Currency Exchange Rate Risk~~

Our predominant exposure to foreign currency exchange rate risk is related to our Automotive segment and the sensitivities to movements in the foreign currency exchange rate between the Euro and U.S. Dollar.

~~Automotive~~

Federal-Mogul issued notes in the amount €1,065 million during the nine months ended September 30, 2017. Federal-Mogul has designated €753 million of these notes as a net investment hedge in certain foreign subsidiaries and affiliates of Federal-Mogul. As such, an adverse change in foreign currency exchange rates will have no effect on earnings. For the portion of the debt not designated as a net investment hedge, Federal-Mogul has other natural hedges in place that will offset any adverse change in foreign currency exchange rates. A 10% adverse change in foreign currency exchange rates between the Euro and U.S. Dollar as of September 30, 2017 would increase the amount of cash required to settle the Euro Notes by approximately $126 million.

Item 4. Controls and Procedures.

As of ~~September~~June 30, ~~2017,~~2018, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Icahn Enterprises' and Icahn Enterprises Holdings' and subsidiaries' disclosure controls and procedures pursuant to the Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in ~~SEC~~Securities and Exchange Commission rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

5859

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are, and will continue to be, subject to litigation from time to time in the ordinary course of business. Refer to Note 16, “Commitments and Contingencies” to the condensed consolidated financial statements, which is incorporated by reference into this Part II, Item 1 of this Report, for information regarding our lawsuits and proceedings.

Item 1A. Risk Factors.

~~There~~Except for the risk factor disclosed below, there were no material changes to our risk factors during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

We are subject to the risk of becoming an investment company.

~~Item 5. Other Information.~~

~~The U.S. Attorney’s office for~~Because we are a holding company and a significant portion of our assets may, from time to time, consist of investments in companies in which we own less than a 50% interest, we run the ~~Southern District~~risk of ~~New York recently contacted Icahn Enterprises L.P. seeking production~~inadvertently becoming an investment company that is required to register under the Investment Company Act. In addition, events beyond our control, including significant appreciation or depreciation in the market value of ~~information pertaining~~certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in our inadvertently becoming an investment company that is required to register under the Investment Company Act.

In April 2018, we announced definitive agreements to sell Federal-Mogul and ~~Mr. Icahn’s activities relating~~Tropicana. Following the closing of our contemplated sale of Federal-Mogul, it is likely that we would be considered an investment company but for an exemption under the Investment Company Act that would provide us up to ~~the Renewable Fuels Standard and Mr. Icahn’s role~~one year to take steps to avoid becoming classified as an ~~advisor~~investment company. We expect to ~~the President. We are cooperating with the request and are providing information in response~~take steps to ~~the subpoena. The U.S. Attorney’s office has not made any claims or allegations against us or Mr. Icahn. We maintain a strong compliance program and, while~~avoid becoming classified as an investment company during this exemption period, but no ~~assurances~~assurance can be made that we dowill successfully be able to take the steps necessary to avoid becoming classified as an investment company.

If we are unsuccessful, then we will be required to register as a registered investment company and will be subject to extensive, restrictive and potentially adverse regulations relating to, among other things, operating methods, management, capital structure, dividends and transactions with affiliates. Registered investment companies are not ~~believe this inquiry will have a material impact on~~permitted to operate their business in the manner in which we currently operate our business, ~~financial condition, results~~nor are registered investment companies permitted to have many of ~~operations~~the relationships that we have with our affiliated companies. In addition, if we become required to register under the Investment Company Act, it is likely that we would be treated as a corporation for U.S. federal income tax purposes, and would be subject to the tax consequences described under the caption, “Risk Factors - Risks Relating to Our Structure - We may become taxable as a corporation if we are no longer treated as a partnership for federal income tax purposes” in our Annual Report on Form 10-K for the year ended December 31, 2017.

If it were established that we were an investment company and did not register as an investment company when required to do so, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or ~~cash flows.~~injunctive relief, or both, in an action brought by the Securities and Exchange Commission, that we would be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with us undertaken during the period it was established that we were an unregistered investment company.

Item 6. Exhibits.



Exhibit No.		Description
2.1		Membership Interest Purchase Agreement, dated April 10, 2018, by and among Tenneco Inc., Federal-Mogul LLC, American Entertainment Properties Corp., and Icahn Enterprises L.P. (incorporated by reference to Exhibit 2.1 to Icahn Enterprises' and Icahn Enterprises Holdings' joint Form 8-K (SEC File Nos. 1-9516 and 333-118021-01, respectively) filed April 10, 2018).
2.2		Agreement and Plan of Merger, dated April 15, 2018, by and among Eldorado Resorts, Inc., Delta Merger Sub, Inc., GLP Capital, L.P. and Tropicana Entertainment Inc. (incorporated by reference to Exhibit 2.1 to Icahn Enterprises' and Icahn Enterprises Holdings' joint Form 8-K (SEC File Nos. 1-9516 and 333-118021-01, respectively) filed April 16, 2018).
31.1		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and Rule 13a-14(b) of the Securities Exchange Act of 1934.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

5961

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	Icahn Enterprises L.P.



	By:	Icahn Enterprises G.P. Inc., its general partner



	By:	/s/SungHwan Cho
		SungHwan Cho, Chief Financial Officer and Director



	By:	Icahn Enterprises G.P. Inc., its general partner



	By:	/s/Peter Reck
		Peter Reck, Chief Accounting Officer

Date: ~~November 3, 2017~~August 2, 2018



	Icahn Enterprises Holdings L.P.



	By:	Icahn Enterprises G.P. Inc., its general partner



	By:	/s/SungHwan Cho
		SungHwan Cho, Chief Financial Officer and Director



	By:	Icahn Enterprises G.P. Inc., its general partner



	By:	/s/Peter Reck
		Peter Reck, Chief Accounting Officer

Date: ~~November 3, 2017~~August 2, 2018

6062



		Page No.
	Explanatory Note and Forward-Looking Statements	1

	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	12
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	4143
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5759
Item 4.	Controls and Procedures.	5859

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	5960
Item 1A.	Risk Factors.	59
~~Item 5.~~	~~Other Information.~~	5960
Item 6.	Exhibits.	5961



Derivatives Not Designated as Hedging Instruments	Asset Derivatives⁽¹⁾						Liability Derivatives⁽²⁾
Derivatives Not Designated as Hedging Instruments	September 30, 2017			December 31, 2016			September 30, 2017			December 31, 2016
	(in millions)
Equity contracts	$	21		$	15		$	1,676		$	1,104
Credit contracts	—			17			7			39
Commodity contracts	5			2			17			11
Sub-total	26			34			1,700			1,154
Netting across contract types⁽³⁾	(17		)	(15		)	(17		)	(15		)
Total⁽³⁾	$	9		$	19		$	1,683		$	1,139



	Pension Benefits						Other Post-Retirement Benefits
	Three Months Ended September 30,						Three Months Ended September 30,
	2017			2016			2017			2016
	(in millions)
Service cost	$	4		$	5		$	—		$	—
Interest cost	16			17			4			3
Expected return on plan assets	(15		)	(14		)	—			—
Amortization of actuarial losses	9			6			—			1
Amortization of prior service credit	—			—			(2		)	(1		)
	$	14		$	14		$	2		$	3



	Three Months Ended September 30, 2016
	Investment			Automotive			Energy			Railcar			Gaming			Metals			Mining			Food Packaging			Real Estate		Home Fashion			Holding Company			Consolidated
	(in millions)
Revenues:
Net sales	$	—		$	2,346		$	1,240		$	94		$	—		$	72		$	18		$	81		$	5	$	48		$	—		$	3,904
Other revenues from operations	—			116			—			133			268			—			—			—			20		—			—			537
Net gain (loss) from investment activities	412			—			5			—			—			—			—			—			—		—			1			418
Interest and dividend income	24			—			1			—			—			—			—			—			—		—			2			27
(Loss) gain on disposition of assets, net	—			(1		)	(1		)	1			—			—			—			—			—		—			—			(1		)
Other (loss) income, net	(1		)	15			(1		)	—			3			—			(1		)	(1		)	—		—			—			14
	435			2,476			1,244			228			271			72			17			80			25		48			3			4,899
Expenses:
Cost of goods sold	—			1,899			1,195			86			—			78			13			61			4		42			—			3,378
Other expenses from operations	—			122			—			80			127			—			—			—			13		—			—			342
Selling, general and administrative	21			382			35			10			118			4			4			12			4		10			3			603
Restructuring, net	—			7			—			—			—			1			—			—			—		—			—			8
Impairment	—			1			—			—			92			—			—			—			—		—			—			93
Interest expense	52			41			26			22			3			—			2			4			—		—			72			222
	73			2,452			1,256			198			340			83			19			77			21		52			75			4,646
Income (loss) before income tax benefit (expense)	362			24			(12		)	30			(69		)	(11		)	(2		)	3			4		(4		)	(72		)	253
Income tax benefit (expense)	—			9			4			(9		)	(14		)	5			(1		)	(1		)	—		—			(8		)	(15		)
Net income (loss)	362			33			(8		)	21			(83		)	(6		)	(3		)	2			4		(4		)	(80		)	238
Less: net income (loss) attributable to non-controlling interests	251			4			(10		)	3			6			—			(1		)	1			—		—			—			254
Net income (loss) attributable to Icahn Enterprises	$	111		$	29		$	2		$	18		$	(89	)	$	(6	)	$	(2	)	$	1		$	4	$	(4	)	$	(80	)	$	(16	)

Supplemental information:
Capital expenditures	$	—		$	98		$	23		$	42		$	15		$	1		$	7		$	5		$	—	$	3		$	—		$	194
Depreciation and amortization⁽¹⁾	$	—		$	120		$	68		$	35		$	18		$	6		$	2		$	4		$	4	$	1		$	—		$	258