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 ~~June 30, 2018~~March 31, 2019



(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 ~~August 2, 2018,~~May 1, 2019, there were ~~182,190,734~~196,236,214 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~~2018 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.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except unit amounts)


	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
ASSETS	(Unaudited)						(Unaudited)
Cash and cash equivalents	$	875		$	1,264		$	2,764		$	2,656
Cash held at consolidated affiliated partnerships and restricted cash	350			766			2,299			2,682
Investments	8,706			10,038			8,103			8,337
Due from brokers	334			506			1,224			664
Accounts receivable, net	682			612			517			474
Inventories, net	1,951			1,805			1,852			1,779
Property, plant and equipment, net	6,253			6,364			4,682			4,688
Goodwill	336			334			255			247
Intangible assets, net	521			544			464			501
Assets held for sale	8,869			8,790			364			333
Other assets	1,313			778			1,300			1,128
Total Assets	$	30,190		$	31,801		$	23,824		$	23,489
LIABILITIES AND EQUITY
Accounts payable	$	984		$	1,001		$	894		$	832
Accrued expenses and other liabilities	1,009			1,033			1,896			900
Deferred tax liability	896			924			685			694
Unrealized loss on derivative contracts	460			1,275			722			36
Securities sold, not yet purchased, at fair value	368			1,023			447			468
Due to brokers	—			1,057			—			141
Liabilities held for sale	6,145			6,202			136			112
Debt	7,880			7,918			7,392			7,326
Total liabilities	17,742			20,433			12,172			10,509

Commitments and contingencies (Note 16)
Commitments and contingencies (Note 17)

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
Limited partners: Depositary units: 191,376,753 units issued and outstanding at March 31, 2019 and 191,366,097 units issued and outstanding at December 31, 2018							6,643			7,350
General partner	(229		)	(235		)	(804		)	(790		)
Equity attributable to Icahn Enterprises	5,416			5,106			5,839			6,560
Equity attributable to non-controlling interests	7,032			6,262			5,813			6,420
Total equity	12,448			11,368			11,652			12,980
Total Liabilities and Equity	$	30,190		$	31,801		$	23,824		$	23,489

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,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Revenues:	(Unaudited)												(Unaudited)
Net sales	$	2,919		$	2,332		$	5,356		$	4,704		$	2,300		$	2,364
Other revenues from operations	210			265			406			524			162			158
Net gain from investment activities	409			314			842			184
Net (loss) gain from investment activities													(674		)	432
Interest and dividend income	37			32			63			60			64			26
(Loss) gain on disposition of assets, net	(4		)	1,523			—			1,523
Other income (loss), net	7			(1		)	66			(31		)
Other income, net													3			3
	3,578			4,465			6,733			6,964			1,855			2,983
Expenses:
Cost of goods sold	2,510			2,068			4,601			4,120			1,900			1,987
Other expenses from operations	162			172			313			325			131			125
Selling, general and administrative	352			307			697			622			336			338
Restructuring, net	1			2			3			2			7			2
Impairment	7			69			7			76
Interest expense	125			177			277			361			139			147
	3,157			2,795			5,898			5,506			2,513			2,599
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
(Loss) income from continuing operations before income tax expense													(658		)	384
Income tax expense													(6		)	(17		)
(Loss) income from continuing operations													(664		)	367
Income from discontinued operations	155			58			190			102			—			45
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 (loss) income													(664		)	412
Less: net (loss) income attributable to non-controlling interests													(270		)	280
Net (loss) income attributable to Icahn Enterprises													$	(394	)	$	132

Net income attributable to Icahn Enterprises from:
Net (loss) income attributable to Icahn Enterprises from:
Continuing operations	$	164		$	1,502		$	272		$	1,450		$	(394	)	$	98
Discontinued operations	145			51			174			85			—			34
	$	309		$	1,553		$	446		$	1,535		$	(394	)	$	132
Net income attributable to Icahn Enterprises allocable to:
Net (loss) income attributable to Icahn Enterprises allocated to:
Limited partners	$	303		$	1,522		$	437		$	1,504		$	(386	)	$	129
General partner	6			31			9			31			(8		)	3
	$	309		$	1,553		$	446		$	1,535		$	(394	)	$	132
Basic and diluted income per LP unit:
Basic (loss) income per LP unit:
Continuing operations	$	0.90		$	9.20		$	1.52		$	9.23		$	(2.02	)	$	0.55
Discontinued operations	0.80			0.31			0.96			0.54			0.00			0.19
	$	1.70		$	9.51		$	2.48		$	9.77		$	(2.02	)	$	0.74
Basic and diluted weighted average LP units outstanding	178			160			176			154
Basic weighted average LP units outstanding													191			174
Diluted (loss) income per LP unit:
Continuing operations													$	(2.02	)	$	0.55
Discontinued operations													0.00			0.19
													$	(2.02	)	$	0.74
Diluted weighted average LP units outstanding													191			175
Cash distributions declared per LP unit	$	1.75		$	1.50		$	3.50		$	3.00		$	2.00		$	1.75

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended March 31,
	2018			2017		2018			2017		2019			2018
	(Unaudited)										(Unaudited)
Net income	$	588		$	1,725	$	1,011		$	1,565
Net (loss) income											$	(664	)	$	412
Other comprehensive income (loss), net of tax:
Post-retirement benefits	6			5		17			10		1			11
Hedge instruments	(1		)	3		(2		)	3		—			(1		)
Translation adjustments and other	(108		)	13		(75		)	108		(1		)	33
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
Other comprehensive income, net of tax											—			43
Comprehensive (loss) income											(664		)	455
Less: Comprehensive (loss) income attributable to non-controlling interests											(270		)	283
Comprehensive (loss) income attributable to Icahn Enterprises											$	(394	)	$	172

Comprehensive income attributable to Icahn Enterprises allocable to:
Comprehensive (loss) income attributable to Icahn Enterprises allocated to:
Limited partners	$	211		$	1,540	$	384		$	1,614	$	(386	)	$	169
General partner	4			31		8			33		(8		)	3
	$	215		$	1,571	$	392		$	1,647	$	(394	)	$	172

~~Accumulated other comprehensive loss was~~ ~~$1,471 million~~ ~~and~~ ~~$1,411 million~~ at ~~June 30, 2018~~ ~~and December 31, 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
General Partner's (Deficit) Equity Limited Partners' Equity Total Partners' Equity Non-controlling Interests Total Equity
Balance, December 31, 2017 $ (235 ) $ 5,341
$ 5,106
$ 6,262
$ 11,368
Net income 9
437
446
565
1,011
Other comprehensive loss (1 ) (53 ) (54 ) (6 ) (60 )
Partnership distributions (1 ) (47 ) (48 ) —
(48 )
Investment segment contributions —
—
—
280
280
Dividends and distributions to non-controlling interests in subsidiaries —
—
—
(78 ) (78 )
Cumulative effect adjustment from adoption of accounting principle (1 ) (28 ) (29 ) —
(29 )
Changes in subsidiary equity and other —
(5 ) (5 ) 9
4
Balance, June 30, 2018 $ (229 ) $ 5,645
$ 5,416
$ 7,032
$ 12,448



	Equity Attributable to Icahn Enterprises
	General Partner's (Deficit) Equity			Limited Partners' Equity			Total Partners' Equity			Non-controlling Interests			Total Equity
Balance, December 31, 2018	$	(790	)	$	7,350		$	6,560		$	6,420		$	12,980
Net loss	(8		)	(386		)	(394		)	(270		)	(664		)
Partnership distributions	(8		)	(383		)	(391		)	—			(391		)
Dividends and distributions to non-controlling interests in subsidiaries	—			—			—			(30		)	(30		)
Changes in subsidiary equity and other	2			62			64			(307		)	(243		)
Balance, March 31, 2019	$	(804	)	$	6,643		$	5,839		$	5,813		$	11,652


	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																$	(234	)	$	5,402		$	5,168		$	6,318		$	11,486
Net income	31			1,504			1,535			30			1,565			3			129			132			280			412
Other comprehensive income	2			110			112			9			121			—			40			40			3			43
Partnership distributions	(1		)	(39		)	(40		)	—			(40		)	(6		)	(304		)	(310		)	—			(310		)
Partnership contributions	12			600			612			—			612
Investment segment contributions	—			—			—			600			600			—			—			—			280			280
Dividends and distributions to non-controlling interests in subsidiaries	—			—			—			(24		)	(24		)	—			—			—			(31		)	(31		)
Cumulative effect adjustment from adoption of accounting principle	(1		)	(46		)	(47		)	—			(47		)	—			(20		)	(20		)	—			(20		)
Changes in subsidiary equity and other	(2		)	(93		)	(95		)	(179		)	(274		)	—			(8		)	(8		)	10			2
Balance, June 30, 2017	$	(253	)	$	4,484		$	4,231		$	6,299		$	10,530
Balance, March 31, 2018																$	(237	)	$	5,239		$	5,002		$	6,860		$	11,862

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)


	Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2019			2018
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income	$	1,011		$	1,565
Adjustments to reconcile net income to net cash used in operating activities:
Net (loss) income							$	(664	)	$	412
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Income from discontinued operations	(190		)	(102		)	—			(45		)
Net gain from securities transactions	(834		)	(1,064		)	(505		)	(285		)
Purchases of securities	(3,064		)	(613		)	(584		)	(886		)
Proceeds from sales of securities	5,217			1,841			966			3,130
Purchases to cover securities sold, not yet purchased	(1,119		)	(220		)	(113		)	(690		)
Proceeds from securities sold, not yet purchased	485			1,222			17			—
Changes in receivables and payables relating to securities transactions	(1,425		)	(2,904		)	(663		)	(1,824		)
Gain on disposition of assets, net	—			(1,523		)
Depreciation and amortization	262			274			123			128
Impairment	7			76
Deferred taxes	8			(7		)	(8		)	20
Other, net	19			47			5			6
Changes in operating assets and liabilities	(1,091		)	186			1,138			(673		)
Net cash used in operating activities from continuing operations	(714		)	(1,222		)	(288		)	(707		)
Net cash provided by operating activities from discontinued operations	228			285			—			112
Net cash used in operating activities	(486		)	(937		)	(288		)	(595		)
Cash flows from investing activities:
Capital expenditures	(144		)	(232		)	(65		)	(62		)
Acquisition of businesses, net of cash acquired	(10		)	(49		)	(10		)	(1		)
Purchase of additional interests in consolidated subsidiaries	—			(254		)
Proceeds from disposition of assets	20			1,226
Purchases of investments							(25		)	(5		)
Proceeds from sale of investments							424			—
Other, net	(6		)	5			(10		)	15
Net cash (used in) provided by investing activities from continuing operations	(140		)	696
Net cash provided by (used in) investing activities from continuing operations							314			(53		)
Net cash used in investing activities from discontinued operations	(255		)	(181		)	—			(154		)
Net cash (used in) provided by investing activities	(395		)	515
Net cash provided by (used in) investing activities							314			(207		)
Cash flows from financing activities:
Investment segment contributions from non-controlling interests	280			600			—			280
Partnership contributions	—			612
Partnership distributions	(48		)	(40		)
Proceeds from offering of subsidiary equity	6			—			—			6
Purchase of additional interests in consolidated subsidiaries							(241		)	—
Dividends and distributions to non-controlling interests in subsidiaries	(64		)	(24		)	(30		)	(28		)
Proceeds from Holding Company senior unsecured notes	—			1,195
Repayments of Holding Company senior unsecured notes	—			(1,175		)
Proceeds from subsidiary borrowings	586			566			269			331
Repayments of subsidiary borrowings	(625		)	(641		)	(271		)	(349		)
Other, net	(21		)	1			1			(2		)
Net cash provided by financing activities from continuing operations	114			1,094
Net cash (used in) provided by financing activities from continuing operations							(272		)	238
Net cash used in financing activities from discontinued operations	(58		)	(21		)	—			(13		)
Net cash provided by financing activities	56			1,073
Net cash (used in) provided by financing activities							(272		)	225
Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents	(1		)	1			(1		)	(3		)
Add back decrease in cash of assets held for sale	21			60
Add back change in cash and restricted cash of assets held for sale							(28		)	60
Net (decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents	(805		)	712			(275		)	(520		)
Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period	2,030			2,097			5,338			1,911
Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period	$	1,225		$	2,809		$	5,063		$	1,391

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)


	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
ASSETS	(Unaudited)						(Unaudited)
Cash and cash equivalents	$	875		$	1,264		$	2,764		$	2,656
Cash held at consolidated affiliated partnerships and restricted cash	350			766			2,299			2,682
Investments	8,706			10,038			8,103			8,337
Due from brokers	334			506			1,224			664
Accounts receivable, net	682			612			517			474
Inventories, net	1,951			1,805			1,852			1,779
Property, plant and equipment, net	6,253			6,364			4,682			4,688
Goodwill	336			334			255			247
Intangible assets, net	521			544			464			501
Assets held for sale	8,869			8,790			364			333
Other assets	1,345			810			1,332			1,160
Total Assets	$	30,222		$	31,833		$	23,856		$	23,521
LIABILITIES AND EQUITY
Accounts payable	$	984		$	1,001		$	894		$	832
Accrued expenses and other liabilities	1,009			1,033			1,896			900
Deferred tax liability	896			924			685			694
Unrealized loss on derivative contracts	460			1,275			722			36
Securities sold, not yet purchased, at fair value	368			1,023			447			468
Due to brokers	—			1,057			—			141
Liabilities held for sale	6,145			6,202			136			112
Debt	7,884			7,923			7,396			7,330
Total liabilities	17,746			20,438			12,176			10,513

Commitments and contingencies (Note 16)
Commitments and contingencies (Note 17)

Equity:
Limited partner	5,728			5,420			6,738			7,452
General partner	(284		)	(287		)	(871		)	(864		)
Equity attributable to Icahn Enterprises Holdings	5,444			5,133			5,867			6,588
Equity attributable to non-controlling interests	7,032			6,262			5,813			6,420
Total equity	12,476			11,395			11,680			13,008
Total Liabilities and Equity	$	30,222		$	31,833		$	23,856		$	23,521

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,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Revenues:	(Unaudited)												(Unaudited)
Net sales	$	2,919		$	2,332		$	5,356		$	4,704		$	2,300		$	2,364
Other revenues from operations	210			265			406			524			162			158
Net gain from investment activities	409			314			842			184
Net (loss) gain from investment activities													(674		)	432
Interest and dividend income	37			32			63			60			64			26
(Loss) gain on disposition of assets, net	(4		)	1,523			—			1,523
Other income (loss), net	7			(1		)	66			(31		)
Other income, net													3			3
	3,578			4,465			6,733			6,964			1,855			2,983
Expenses:
Cost of goods sold	2,510			2,068			4,601			4,120			1,900			1,987
Other expenses from operations	162			172			313			325			131			125
Selling, general and administrative	352			307			697			622			336			338
Restructuring, net	1			2			3			2			7			2
Impairment	7			69			7			76
Interest expense	124			176			276			360			139			147
	3,156			2,794			5,897			5,505			2,513			2,599
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
(Loss) income from continuing operations before income tax expense													(658		)	384
Income tax expense													(6		)	(17		)
(Loss) income from continuing operations													(664		)	367
Income from discontinued operations	155			58			190			102			—			45
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 (loss) income													(664		)	412
Less: net (loss) income attributable to non-controlling interests													(270		)	280
Net (loss) income attributable to Icahn Enterprises Holdings													$	(394	)	$	132

Net income attributable to Icahn Enterprises from:
Net (loss) income attributable to Icahn Enterprises from:
Continuing operations	$	165		$	1,503		$	273		$	1,451		$	(394	)	$	98
Discontinued operations	145			51			174			85			—			34
	$	310		$	1,554		$	447		$	1,536		$	(394	)	$	132

Net income attributable to Icahn Enterprises Holdings allocable to:
Net (loss) income attributable to Icahn Enterprises Holdings allocated to:
Limited partner	$	307		$	1,539		$	443		$	1,521		$	(390	)	$	131
General partner	3			15			4			15			(4		)	1
	$	310		$	1,554		$	447		$	1,536		$	(394	)	$	132

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 June 30,					Six Months Ended June 30,					Three Months Ended March 31,
	2018			2017		2018			2017		2019			2018
	(Unaudited)										(Unaudited)
Net income	$	589		$	1,726	$	1,012		$	1,566
Net (loss) income											$	(664	)	$	412
Other comprehensive income (loss), net of tax:
Post-retirement benefits	6			5		17			10		1			11
Hedge instruments	(1		)	3		(2		)	3		—			(1		)
Translation adjustments and other	(108		)	13		(75		)	108		(1		)	33
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
Other comprehensive income, net of tax											—			43
Comprehensive (loss) income											(664		)	455
Less: Comprehensive (loss) income attributable to non-controlling interests											(270		)	283
Comprehensive income attributable to Icahn Enterprises Holdings	$	216		$	1,572	$	393		$	1,648	$	(394	)	$	172

Comprehensive income attributable to Icahn Enterprises Holdings allocable to:
Comprehensive (loss) income attributable to Icahn Enterprises Holdings allocated to:
Limited partner	$	214		$	1,557	$	389		$	1,632	$	(390	)	$	170
General partner	2			15		4			16		(4		)	2
	$	216		$	1,572	$	393		$	1,648	$	(394	)	$	172

~~Accumulated other comprehensive loss was~~ ~~$1,471 million~~ ~~and~~ ~~$1,411 million~~ at ~~June 30, 2018~~ ~~and December 31, 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
General Partner's Equity (Deficit)
Limited
Partner's Equity
Total Partners' Equity Non-controlling Interests Total Equity
Balance, December 31, 2017 $ (287 ) $ 5,420
$ 5,133
$ 6,262
$ 11,395
Net income 4
443
447
565
1,012
Other comprehensive loss —
(54 ) (54 ) (6 ) (60 )
Partnership distributions (1 ) (47 ) (48 ) —
(48 )
Investment segment contributions —
—
—
280
280
Dividends and distributions to non-controlling interests in subsidiaries —
—
—
(78 ) (78 )
Cumulative effect adjustment from adoption of accounting principle —
(29 ) (29 ) —
(29 )
Changes in subsidiary equity and other —
(5 ) (5 ) 9
4
Balance, June 30, 2018 $ (284 ) $ 5,728
$ 5,444
$ 7,032
$ 12,476



	Equity Attributable to Icahn Enterprises Holdings
	General Partner's Equity (Deficit)			Limited Partner's Equity			Total Partners' Equity			Non-controlling Interests			Total Equity
Balance, December 31, 2018	$	(864	)	$	7,452		$	6,588		$	6,420		$	13,008
Net loss	(4		)	(390		)	(394		)	(270		)	(664		)
Partnership distributions	(4		)	(387		)	(391		)	—			(391		)
Dividends and distributions to non-controlling interests in subsidiaries	—			—			—			(30		)	(30		)
Changes in subsidiary equity and other	1			63			64			(307		)	(243		)
Balance, March 31, 2019	$	(871	)	$	6,738		$	5,867		$	5,813		$	11,680


	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																$	(286	)	$	5,481		$	5,195		$	6,318		$	11,513
Net income	15			1,521			1,536			30			1,566			1			131			132			280			412
Other comprehensive income	1			111			112			9			121			1			39			40			3			43
Partnership distributions	—			(40		)	(40		)	—			(40		)	(3		)	(307		)	(310		)	—			(310		)
Partnership contributions	6			606			612			—			612
Investment segment contributions	—			—			—			600			600			—			—			—			280			280
Dividends and distributions to non-controlling interests in subsidiaries	—			—			—			(24		)	(24		)	—			—			—			(31		)	(31		)
Cumulative effect adjustment from adoption of accounting principle	—			(47		)	(47		)	—			(47		)	—			(20		)	(20		)	—			(20		)
Changes in subsidiary equity and other	(1		)	(94		)	(95		)	(179		)	(274		)	—			(8		)	(8		)	10			2
Balance, June 30, 2017	$	(296	)	$	4,553		$	4,257		$	6,299		$	10,556
Balance, March 31, 2018																$	(287	)	$	5,316		$	5,029		$	6,860		$	11,889

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)


	Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2019			2018
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income	$	1,012		$	1,566
Adjustments to reconcile net income to net cash used in operating activities:
Net (loss) income							$	(664	)	$	412
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Income from discontinued operations	(190		)	(102		)	—			(45		)
Net gain from securities transactions	(834		)	(1,064		)	(505		)	(285		)
Purchases of securities	(3,064		)	(613		)	(584		)	(886		)
Proceeds from sales of securities	5,217			1,841			966			3,130
Purchases to cover securities sold, not yet purchased	(1,119		)	(220		)	(113		)	(690		)
Proceeds from securities sold, not yet purchased	485			1,222			17			—
Changes in receivables and payables relating to securities transactions	(1,425		)	(2,904		)	(663		)	(1,824		)
Gain on disposition of assets, net	—			(1,523		)
Depreciation and amortization	261			273			123			128
Impairment	7			76
Deferred taxes	8			(7		)	(8		)	20
Other, net	19			47			5			6
Changes in operating assets and liabilities	(1,091		)	186			1,138			(673		)
Net cash used in operating activities from continuing operations	(714		)	(1,222		)	(288		)	(707		)
Net cash provided by operating activities from discontinued operations	228			285			—			112
Net cash used in operating activities	(486		)	(937		)	(288		)	(595		)
Cash flows from investing activities:
Capital expenditures	(144		)	(232		)	(65		)	(62		)
Acquisition of businesses, net of cash acquired	(10		)	(49		)	(10		)	(1		)
Purchase of additional interests in consolidated subsidiaries	—			(254		)
Proceeds from disposition of assets	20			1,226
Purchases of investments							(25		)	(5		)
Proceeds from sale of investments							424			—
Other, net	(6		)	5			(10		)	15
Net cash (used in) provided by investing activities from continuing operations	(140		)	696
Net cash provided by (used in) investing activities from continuing operations							314			(53		)
Net cash used in investing activities from discontinued operations	(255		)	(181		)	—			(154		)
Net cash (used in) provided by investing activities	(395		)	515
Net cash provided by (used in) investing activities							314			(207		)
Cash flows from financing activities:
Investment segment contributions from non-controlling interests	280			600			—			280
Partnership contributions	—			612
Partnership distributions	(48		)	(40		)
Proceeds from offering of subsidiary equity	6			—			—			6
Purchase of additional interests in consolidated subsidiaries							(241		)	—
Dividends and distributions to non-controlling interests in subsidiaries	(64		)	(24		)	(30		)	(28		)
Proceeds from Holding Company senior unsecured notes	—			1,195
Repayments of Holding Company senior unsecured notes	—			(1,175		)
Proceeds from subsidiary borrowings	586			566			269			331
Repayments of subsidiary borrowings	(625		)	(641		)	(271		)	(349		)
Other, net	(21		)	1			1			(2		)
Net cash provided by financing activities from continuing operations	114			1,094
Net cash (used in) provided by financing activities from continuing operations							(272		)	238
Net cash used in financing activities from discontinued operations	(58		)	(21		)	—			(13		)
Net cash provided by financing activities	56			1,073
Effect of exchange rate changes on cash and cash equivalents	(1		)	1
Add back decrease in cash of assets held for sale	21			60
Net cash (used in) provided by financing activities							(272		)	225
Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents							(1		)	(3		)
Add back change in cash and restricted cash of assets held for sale							(28		)	60
Net (decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents	(805		)	712			(275		)	(520		)
Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period	2,030			2,097			5,338			1,911
Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period	$	1,225		$	2,809		$	5,063		$	1,391

See notes to condensed consolidated financial statements.

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"~~Enterprises”) ~~owns~~is a~~99%~~ master limited ~~partner interest~~partnership formed in Delaware on February 17, 1987. Icahn Enterprises Holdings L.P. ("(“Icahn Enterprises ~~Holdings"~~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~~limited partnership formed in ~~each of Icahn Enterprises and Icahn Enterprises Holdings as of~~ ~~June 30, 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 ~~91.3%~~ ~~of Icahn Enterprises' outstanding depositary units as of~~ ~~June 30, 2018~~.

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 owns a 99% limited partner interest in 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 March 31, 2019. Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Therefore, the financial results of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same, with differences relating primarily to the allocation of the general partner interest, which is reflected as an aggregate 1.99% general partner interest in the financial statements of Icahn Enterprises. In addition to the above, Mr. Icahn and his affiliates owned approximately 91.7% of Icahn Enterprises' outstanding depositary units as of March 31, 2019.

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, Metals, Mining,~~Automotive, Food Packaging, Metals, Real Estate, Home Fashion and ~~Home Fashion.~~Mining. 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. Our historical results also report the results of our Railcar segment through the date we sold our last remaining railcars on lease, which occurred in the third quarter of 2018. See Note ~~11,~~12, "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 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. We and certain of Mr. Icahn's wholly-owned affiliates are the only investors in the Investment Funds. Interests in the Investment Funds are not offered to outside investors. We had interests in the Investment Funds with a fair value of approximately ~~$3.3~~$4.8 billion and ~~$3.0~~$5.1 billion as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

Energy

We conduct our Energy segment through our majority owned subsidiary, CVR Energy, Inc. ("CVR Energy"). CVR Energy is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses through its holdings in CVR Refining, LP ("CVR Refining") and CVR Partners, LP ("CVR Partners"), respectively. CVR Refining is an independent petroleum refiner and marketer of high value transportation fuels. CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate and ammonia. As of March 31, 2019, we owned approximately 70.8% of the total outstanding common stock of CVR Energy.

On January 29, 2019, CVR Energy, pursuant to the exercise of its right to purchase all of the issued and outstanding common units in CVR Refining, purchased the remaining common units of CVR Refining not already owned by CVR Energy, including the purchase of CVR Refining common units owned directly by us. Prior to this, CVR Energy owned approximately 80.6% of the common units of CVR Refining and we directly owned approximately 3.9% of the common units of CVR Refining. As a result of exercising its purchase right, as of January 29, 2019, CVR Energy owns all of the common units of CVR Refining and we no longer have any direct ownership in CVR Refining. In addition, the common units of CVR Refining have subsequently ceased to be publicly traded or listed on the New York Stock Exchange any other national securities exchange. The remaining common units of CVR Refining acquired in this transaction were purchased for $241 million, excluding the amount paid by CVR Energy to us for the common units of CVR Refining directly owned by us.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Automotive

We conduct our Automotive segment through our ~~wholly owned~~wholly-owned subsidiary, Icahn Automotive Group LLC ("Icahn Automotive"). 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 Automotive segment also includes our ~~Energy segment through our majority ownership~~investment 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 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. As of June 30, 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 June 30, 2018, we owned approximately 82.0% of the total outstanding common stock of CVR Energy. In addition, as of June 30, 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

~~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~~767 Auto Leasing LLC ("~~ARL"~~767 Leasing")~~. As of June 30, 2018, we owned approximately 62.2% of the total outstanding common stock of ARI.~~

~~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 leasedjoint venture created to ~~third parties under operating leases. ARI's railcar services consist of railcar repair, engineering and field services.~~

~~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~~purchase vehicles for lease, as described further 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 June 30, 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.Note 3, "Related Party Transactions."

Food Packaging

We conduct our Food Packaging segment through our majority ~~ownership in~~owned subsidiary, Viskase Companies, Inc. ("Viskase"). 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 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.

Metals

We conduct our Metals segment through our wholly-owned subsidiary, PSC Metals LLC (“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.

Real Estate

Our Real Estate operations consist primarily 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. In addition, our Real Estate operations also includes a hotel, timeshare and casino resort property in Aruba as well as a casino property in Atlantic City, New Jersey, which ceased operations in 2014 prior to our obtaining control of the property.

Home Fashion

We conduct our Home Fashion segment through our ~~indirect wholly owned~~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~~Mining

We conduct our Mining segment through our majority owned subsidiary, Ferrous Resources Ltd. ("Ferrous Resources"). As of ~~June 30,~~March 31, 2019, 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.

On December 5, 2018, we ~~also~~announced a definitive agreement to sell Ferrous Resources for total consideration of $550 million. The transaction is expected to close in the second half of 2019. This transaction met all the criteria to be classified as held for sale on December 5, 2018 upon execution of the definitive agreement.

Railcar

We conducted our Railcar segment through our wholly-owned subsidiary, American Railcar Leasing, LLC ("ARL"). ARL operated ~~discontinued operations~~a leasing business consisting of purchased railcars leased to third parties under operating leases. During 2018, we sold all remaining railcars of ARL not previously ~~reported~~sold and as a result, our business no longer includes an active Railcar segment. For the three months ended March 31, 2018, we had proceeds of $15 million in ~~our Automotive~~connection with the sale of railcars 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~~we recorded a pretax gain on disposition 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~~assets of ~~$305~~$4 million.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~On April 10, 2018, we announced a definitive agreement to sell~~Description of Discontinued Operating Businesses

We also report discontinued operations previously reported in our Automotive and Railcar segments and former Gaming segment.

Our discontinued Automotive operations consists of our previously wholly-owned subsidiary, Federal-Mogul ~~to Tenneco Inc.~~LLC ("~~Tenneco"~~Federal-Mogul") 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 previous majority ownership in Tropicana Entertainment Inc. ("Tropicana") ~~and the Trump Taj Mahal Casino Resort~~.

Our discontinued Railcar operations consists of our previous majority ownership in American Railcar Industries, Inc. ("~~Taj Mahal"~~ARI"). As

Each 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 closethese businesses were sold in the ~~second half~~fourth quarter of 2018 ~~subject to receipt of required gaming approvals, termination of~~and are reflected in discontinued operations for 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~~three months ended March 31, ~~2017.~~2018. See Note 13, "Discontinued Operations," for additional information with respect to our discontinued operating businesses.


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~~“Investment Company Act”). Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the ~~'40~~Investment Company 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,~~Events beyond our control, including significant appreciation or depreciation in ~~April 2018, we announced definitive agreements to sell Federal-Mogul and Tropicana. Following~~ the ~~closing~~market value of certain of our ~~contemplated sale~~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. Our recent sales of Federal-Mogul, ~~it is likely that we would be~~Tropicana and ARI did not result in our being considered an investment ~~company but for~~company. However, additional transactions involving the sale of certain assets could result in our being considered an investment company. Following such events or transactions, an exemption under the ~~'40~~Investment Company 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, ~~2017.~~2018. 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 ~~June 30, 2018~~March 31, 2019, 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~~

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

~~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~~equity investments in which we own 50% or less but greater than 20%, we generally account for such investments using the equity ~~method, while~~method. All other equity investments ~~in affiliates of 20% or less~~ are accounted for ~~under~~at fair value.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Change in Accounting Principle

Effective January 1, 2019, CVR Energy revised its accounting policy method for the ~~cost~~costs of planned major maintenance activities ("turnarounds") specific to its petroleum business from being expensed as incurred (the direct expensing method) to the deferral method.

~~Discontinued Operations~~ Turnarounds are planned shutdowns of refinery processing units for significant overhaul and ~~Held For Sale~~

~~As discussed above, in April~~refurbishment. Under the deferral method, the costs of turnarounds are deferred and amortized on a straight-line basis over a four-year period, which represents the estimated time until the next turnaround occurs. The new method of accounting for turnarounds is considered preferable as it is more consistent with the accounting policy of CVR Energy's peer companies and better reflects the economic substance of the benefits earned from turnaround expenditures. The comparative condensed consolidated balance sheet as of December 31, 2018 ~~we announced separate definitive agreements~~and condensed consolidated statement of operations and cash flows for the three months ended March 31, 2018 have been retrospectively adjusted to ~~sell Federal-Mogul~~apply the new accounting method. These turnaround costs, and ~~Tropicana, each of which~~related accumulated amortization, are ~~considered separate disposal groups. Each transaction met the criteria to be classified as discontinued operations~~included within other assets in the ~~second quarter~~condensed consolidated balance sheets. The amortization expense related to turnaround costs is included in cost of ~~2018.~~ goods sold in the condensed consolidated statement of operations. CVR Partners will continue to follow the direct expensing method therefore this change had no impact on its current or comparative condensed consolidated financial statements.

As a result ~~in accordance with U.S. GAAP,~~of this accounting change, our Energy segment increased other assets by $108 million and decreased property, plant and equipment, net by $15 million as of December 31, 2018. In addition, our Energy segment increased deferred tax liability by $18 million and total equity by $75 million, including $31 million attributable to Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2018. As of December 31, 2017, our Energy segment increased total equity by $118 million, including $62 million attributable to Icahn Enterprises and Icahn Enterprises Holdings. For the ~~assets~~three months ended March 31, 2018, the effect on net income for our Energy segment as a result of this accounting change was a reduction to net income of $11 million, including a $5 million reduction attributable to Icahn Enterprises and ~~liabilities~~Icahn Enterprises Holdings. The impact on net income was comprised of ~~each disposal group~~a $14 million increase to cost of goods sold and a $3 million decrease to income tax expense for the three months ended March 31, 2018.

Reclassifications

Certain other reclassifications have been made within the condensed consolidated statements of operations to include gain (loss) on derivatives within cost of goods sold for our Energy segment. Prior year balances have been reclassified to ~~held for sale and their respective results~~conform to the current year presentation. The reclassification 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~~gain on derivatives from other income, net ~~by $1~~to costs of goods sold was $59 million for the three months ended ~~June 30, 2017. For the six months ended June 30, 2017,~~March 31, 2018. These reclassifications did not have an impact on previously reported net income.

We have also recast certain historical results for discontinued operations, which we ~~decreased our selling, general and administrative costs by $2 million and decreased other income, net by $2 million.~~

disclose in Note 13, "Discontinued Operations." 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.

Consolidated Variable Interest Entities

The following is a discussion of variable interest entities in which we are deemed to be the primary beneficiary and in which we therefore consolidate. In addition, as discussed in Note 3, "Related Party Transactions," we have a variable interest in an entity in which we are not the primary beneficiary and therefore we do not consolidate.

Icahn Enterprises Holdings

We determined that Icahn Enterprises Holdings is a VIE because it is a limited partnership that lacks both substantive kick-out and participating rights. Although Icahn Enterprises is not the general partner of Icahn Enterprises Holdings, Icahn Enterprises is deemed to be the primary beneficiary of Icahn Enterprises Holdings principally based on its99% limited partner interest in Icahn Enterprises Holdings, as well as our related party relationship with the general partner, 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 (prior to January 2019), CVR Partners and Viskase.

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

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 (prior to January 2019) 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 (prior to January 2019) and CVR Partners. Based upon this evaluation, CVR Energy continues to consolidate both CVR Refining (prior to January 2019) 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.



	March 31, 2019		December 31, 2018
	(in millions)
Cash and cash equivalents	$	97	$	415
Cash held at consolidated affiliated partnerships and restricted cash	2,286		2,648
Investments	7,130		6,951
Due from brokers	1,224		664
Property, plant and equipment, net	1,164		3,012
Inventories, net	72		380
Intangible assets, net	266		278
Other assets	55		971
Accounts payable, accrued expenses and other liabilities	851		534
Securities sold, not yet purchased, at fair value	447		468
Due to brokers	—		141
Debt	630		1,170

June 30, 2018 December 31, 2017
(in millions)
Cash and cash equivalents $ 286
$ 223
Cash held at consolidated affiliated partnerships and restricted cash 316
734
Investments 8,215
9,615
Due from brokers 334
506
Property, plant and equipment, net 3,098
3,191
Inventories, net 433
385
Intangible assets, net 288
298
Other assets 840
48
Accounts payable, accrued expenses and other liabilities 934
1,816
Securities sold, not yet purchased, at fair value 368
1,023
Due to brokers —
1,057
Debt 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 Note4, “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 ~~June 30, 2018~~March 31, 2019 was approximately ~~$7.9~~$7.4 billion and ~~$8.0~~$7.5 billion, respectively. The carrying value and estimated fair value of our long-term debt as of December 31, ~~2017~~2018 was approximately ~~$7.9~~$7.3 billion and ~~$8.2~~$7.3 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 $286 million and $574 million as of June 30, 2018~~ ~~andDecember 31, 2017, respectively.~~

~~Revenue From Contracts With Customers and Contract Balances~~

~~As discussed below, on January 1, 2018, we adopted FASB ASC Topic 606,~~ ~~Revenue from Contracts with Customers~~. Due to the nature of our business, we derive revenue from various sources in various industries. Investment segment and Holding Company revenues are not in scope of FASB ASC Topic 606. Railcar leasing and 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."

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~Automotive~~Cash Held at Consolidated Affiliated Partnerships and Restricted Cash

~~Revenue:~~ Our ~~Automotive~~cash held at consolidated affiliated partnerships balance was $1,673 million and $2,648 million as of March 31, 2019 andDecember 31, 2018, respectively. Cash held at consolidated affiliated partnerships relates to our Investment segment ~~recognizes revenue~~and consists of cash and cash equivalents held by the Investment Funds that, although not legally restricted, are not available to fund the general liquidity needs of the Investment segment or Icahn Enterprises.

Our restricted cash balance was $626 million and $34 million as of March 31, 2019 andDecember 31, 2018, respectively.Restricted cash primarily relates to our Investment segment's cash pledged and held for margin requirements on derivative transactions.

Leases

As discussed below, on January 1, 2019, we adopted FASB ASC Topic 842, Leases, using the modified retrospective approach, which does not require the application of this Topic to periods prior to January 1, 2019. With the exception of the requirement to recognize right-of-use assets on the balance sheet for operating leases in which we are the lessee beginning in 2019, our accounting policy with respect to leases is not significantly different from prior periods and therefore, our prior period accounting policy is not separately disclosed. Financing leases under current U.S. GAAP are classified and accounted for in substantially the same manner as capital leases under prior U.S. GAAP and therefore, we do not distinguish between financing leases and capital leases unless the context requires.

The determination of whether an arrangement is or contains a lease occurs at inception. We account for arrangements that contain lease and non-lease components as a single lease component for all classes of underlying assets. Leases in which we are the lessor are primarily within our Real Estate segment. Refer to Real Estate below for further discussion. In addition, all of our businesses, including our Real Estate segment, enter into lease arrangements as the lessee. The following is our accounting policy for leases in which we are the lessee.

All Segments and Holding Company

Leases are classified as either operating or financing by the lessee depending on whether or not the lease terms provide for control of the underlying asset to be transferred to the lessee. When control transfers to the lessee, we classify the lease as a financing lease. All other leases are recorded as operating leases. Effective January 1, 2019, for all leases with an initial lease term in excess of twelve months, we record a right-of-use asset with a corresponding liability in the condensed consolidated balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at commencement of the lease based on the present value of lease payments over the lease term. Right-of-use assets are adjusted for any lease payments made on or before commencement of the lease, less any lease incentives received. As most of our leases do not provide an implicit rate, we use the incremental borrowing rate with respect to each of our businesses based on the information available at commencement of the lease in determining the present value of lease payments. We use the implicit rate when readily determinable. The lease terms used in the determination of our right-of-use assets and liabilities reflect any options to extend or terminate the lease when it ~~satisfies~~is reasonably certain that we will exercise such option. We and our subsidiaries, independently of each other, apply a ~~performance obligation~~portfolio approach to account for the right-of-use assets and lease liabilities when we or our subsidiaries do not believe that applying the portfolio approach would be materially different from accounting for right-of-use assets and lease liabilities individually.

Operating lease expense is recorded as a single expense recognized on a straight-line basis over the lease term and is net of sub-lease income. Operating lease right-of-use assets are amortized for the difference between the straight-line expense less the accretion of interest of the related lease liability. Financing lease expense consists of interest expense on the financing lease liability as well as amortization of the right-of-use financing lease assets on a straight-line basis over the lease term.

Real Estate

Leases are classified as either operating, sales-type or direct financing by ~~transferring control~~the lessor. Our Real Estate segment's net lease portfolio consists of commercial real estate leased to others under long-term operating leases and we account for these leases in accordance with ASC Topic 842. These assets leased to others are recorded at cost, net of accumulated depreciation, and are included in property, plant and equipment, net on our condensed consolidated balance sheets. Assets leased to others are depreciated on a straight-line basis over the useful lives of the assets, ranging from 5 years to 39 years. Lease revenue is recognized on a ~~product or service~~straight-line basis over the lease term. Cash receipts for all lease payments received are included in net cash flows from operating activities in the condensed consolidated statements of cash flows. Our Real Estate segment's accounting policy for assets leased to ~~a customer. Our Automotive segment~~others is not significantly different from prior periods.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Revenue From Contracts With Customers and Contract Balances

Due to the nature of our business, we derive revenue from ~~retail~~various sources in various industries. With the exception of all of our Investment segment's and ~~commercial sales~~our Holding Company's revenues, and our Real Estate segment's leasing revenue, our revenue is ~~measured based on consideration specified~~generally derived from contracts with customers in ~~a contract~~accordance with a customer and excludes any sales incentives and amounts collected on behalf of third parties. Automotive service revenues are recognized on completion of the service and consist of products and the labor charged for installing products or maintaining or repairing vehicles. Automotive services labor revenuesU.S. GAAP. Such revenue from contracts with customers are included in net sales and other revenues from operations in ~~our~~the condensed consolidated statements of operations, however, ~~the sale of any installed parts or materials related to automotive services~~our Real Estate segment's leasing revenue, as disclosed in Note 9, "Leases," is also included in other revenues from operations. Related contract assets are included in accounts receivable, 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)or other assets and 1-year, 3-year and lifetime plans for alignments (recognized over 1 year, 3 years and 5 years, respectively), for which it receives payment upfront. Revenues from extended warranties are recognized over the term of the warrantyrelated 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 franchise royalties, for which it receives payment over time. Revenues from upfront franchise fees are 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 extended warranty plans of $42 million and $42 million as of June 30, 2018 and January 1, 2018, respectively, which~~liabilities are included in accrued expenses and other liabilities onin the condensed consolidated balance sheets. ~~For the three~~Our disaggregation of revenue information includes our net sales and ~~six months ended June 30, 2018,~~other revenues from operations for each of our reporting segments as well as additional disaggregation of revenue information for our Energy and Automotive ~~segment recorded~~segments. See Note 12, "Segment Reporting," for our complete disaggregation of revenue ~~of $6 million and $12 million, respectively,~~information. In addition, we disclose additional information with respect to ~~deferred~~ revenue ~~outstanding as of January 1, 2018. For deferred revenue outstanding as of June 30, 2018,~~from contracts with customers and contract balances for our Energy and Automotive ~~segment expects to recognize approximately $30 million in 2019 and thereafter.~~segments below.

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 discussed above, revenue is recognized at the point in time in which the customer obtains control of the product. Our Energy segment had deferred revenue of ~~$11~~$65 million and ~~$34~~$69 million as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017, respectively, which is included in accrued expense and other liabilities on the condensed consolidated balance sheets.~~2018, respectively. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018, our Energy segment recorded revenue of ~~$20~~$12 million and ~~$32~~$12 million, respectively, with respect to deferred revenue outstanding as of ~~January 1, 2018.~~

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

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

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

~~Railcar~~

~~Revenue:~~ ~~Revenues from manufactured railcar sales are recognized following completion~~the beginning of manufacturing, inspection, customer acceptance and title transfer, which is when the 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 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.each respective period.

As of ~~June 30, 2018,~~March 31, 2019, our ~~Railcar~~Energy segment had ~~$241~~$10 million of remaining performance obligations for ~~contractual commitments from customers for which work is partially completed.~~contracts with an original expected duration of more than one year. Our ~~Railcar~~Energy segment expects to recognize approximately ~~$98~~$4 million of these performance obligations as revenue ~~during~~by the ~~remainder~~end of ~~2018~~2019 and ~~an additional $143~~the remaining balance thereafter.

Automotive

Our Automotive segment has deferred revenue with respect to extended warranty plans of $41 million ~~thereafter. There was no revenue recognized for~~and $42 million as of March 31, 2019 and December 31, 2018. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018, ~~from performance obligations satisfied, or partially satisfied, in previous periods due~~our Automotive segment recorded revenue of $6 million and $4 million, respectively, with respect to ~~the adoption of FASB ASC Topic 606.~~

~~Contract balances:~~ 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 passage of time is required before payment of 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 entire project has not yet been completed, and the railcar has not yet been shipped to the customer. Contract liabilities represent deferred revenue ~~related to railcar manufacturing and repair services. Our Railcar segment contract assets and liabilities are not material.~~outstanding as of the beginning of each respective period.

Adoption of New Accounting Standards

~~Revenue~~Lease 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 adopted these new standards on January 1, 2018 using the modified retrospective application method which 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 were required. We have not identified any material differences in our revenue recognition methods that required modification under the new standards. Additionally, our internal control framework did not materially change as a result of the adoption of these new standards. The impact of adopting these new standards on our condensed consolidated financial statements is a cumulative effect adjustment to decrease our equity attributable to Icahn Enterprises and 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 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 three and six months ended June 30, 2018, the 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 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. We adopted this new standard on January 1, 2018 using the modified retrospective application method which required a cumulative effect adjustment recognized in equity at such date. The amendments related to equity securities without readily determinable fair values were applied prospectively to equity investments that existed as of the date of adoption. 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 effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We 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 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~~financing leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases ~~in the~~under previous guidance. Furthermore, ~~quantification~~quantitative 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 (Topic 842), which provides an additional (and optional) transition method to adopt the new leases standard. We adopted the new leases standards using the new transition method option effective January 1, 2019, which required a cumulative-effect adjustment recognized in equity at such date. No adjustment to prior period presentation and disclosure were required. The most significant impact related to the recognition of right-of-use assets and lease liabilities in the condensed consolidated balance sheets for long-term operating leases with the significant majority of the impact within our Automotive segment, and to a lesser extent, our Energy and Food Packaging segments. Our Automotive segment has identified approximately 2,300 leases, primarily for real estate (operating leases) and vehicles (financing leases) and recognized operating lease right-of-use assets of $589 million (which reflects the impact of above market leases, net of below market leases) and related liabilities of $621 million as of January 1, 2019 as well as financing lease right-of-use assets and obligations of $24 million and $27 million, respectively. Our Energy segment recognized operating lease right-of-use assets and liabilities of $56 million and financing lease right-of-use assets and

1918

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~~obligations of $26 million and $23 million, respectively, as of January 1, 2019. Our Food Packaging segment recognized operating lease right-of-use assets and liabilities of $42 million as of 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~~financing lease right-of-use assets and obligations 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~~$1 million. The aggregate impact ~~will relate to~~for all other segments was the recognition of operating lease right-of-use assets and ~~lease~~ liabilities of $28 million as of January 1, 2019.

Other Accounting Standards Updates

In March 2017, the FASB issued ASU 2017-08, Premium Amortization on ~~our condensed consolidated balance sheets~~Purchased Callable Debt Securities, which amends FASB ASC Sub-Topic 310-20, Receivables-Nonrefundable Fees and Other Costs. This ASU amends the amortization period for ~~long-term operating leases primarily within our Automotive segment. We anticipate our assessment and implementation plan~~certain purchased callable debt securities held at a premium by shortening the amortization period for the premium to ~~be ongoing during~~ the ~~remainder of~~earliest call date. This ASU is effective for fiscal years beginning after December 15, 2018, and ~~continue to evaluate~~interim periods within those fiscal years. We have adopted this standard on January 1, 2019 using the ~~impact~~modified retrospective application method. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Targeted 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. We have adopted this standard on January 1, 2019. The adoption of this standard did not have a significant impact 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. We have adopted this standard effective on January 1, 2019. See Note 15, "Changes in Accumulated Other Comprehensive Loss," for the impact on our accumulated other comprehensive loss, which is attributable to our Food Packaging segment.

Recently Issued Accounting Standards

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 standard on our ~~condensed~~ consolidated financial statements.

In August ~~2017,~~2018, the FASB issued ASU ~~2017-12,~~ ~~Targeting Improvements~~2018-13, Disclosure Framework-Changes to ~~Accounting~~the Disclosure Requirements for ~~Hedging Activities~~Fair Value Measurements, which amends FASB ASC Topic ~~815,~~ ~~Derivatives and Hedging~~820, Fair Value Measurements. This ASU ~~includes amendments to existing guidance to better align an entity’s risk management activities~~eliminates, modifies 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.~~adds various disclosure requirements on fair value measurements. This ASU is effective for fiscal years beginning after December 15, ~~2018,~~2019, and interim periods within those fiscal years. Certain disclosures are required to be applied using a retrospective approach and others using a prospective approach. Early adoption is permitted. We are currently evaluating the impact of this standard on our ~~condensed~~ consolidated financial statements.

In ~~February~~August 2018, the FASB issued ASU ~~2018-02,~~ ~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which amends FASB ASC ~~Topic 220,~~ ~~Income Statement - Reporting Comprehensive Income~~Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software. This ASU ~~allows~~adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a ~~reclassification out of accumulated other comprehensive loss within equity~~hosting arrangement that is a service contract with the requirements 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.~~capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This ASU is effective for fiscal years beginning after December 15, ~~2018,~~2019, and interim periods within those fiscal years. The amendments in this ASU should be applied either using a retrospective or prospective approach. 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 ~~six~~three months ended ~~June 30,~~March 31, 2018, ~~and 2017,~~ Mr. Icahn and his affiliates (excluding us) invested $280 million ~~and $600 million, respectively,~~ in the Investment Funds, net of redemptions. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us) was approximately ~~$5.1~~$4.7 billion and ~~$4.4~~$5.0 billion, respectively, representing approximately ~~60%~~50% and ~~59%~~50% 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 ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, $2~~$3 million and $3$1 million, respectively, was allocated to the Investment Funds based on this expense-sharing ~~arrangement and for the six months ended June 30, 2018 and 2017, such allocation was $2 million and $5 million, respectively.~~arrangement.

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. Icahn Automotive provides services to Hertz in the ordinary course of business. For the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ revenue from Hertz was ~~$10~~$12 million and $3$6 million, ~~respectively, and $18 million and $5~~

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

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

~~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 $1 million ~~and $1 million~~ for the three ~~and six~~ months ended ~~June 30, 2018, respectively.~~

~~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.~~March 31, 2018.

In addition to our transactions with Hertz disclosed above, in January 2018, we entered into a Master Motor Vehicle Lease and Management Agreement with 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 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. This agreement has an initial term of 18 months and is subject to 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 with Hertz was unanimously approved by the independent directors of Icahn Enterprises' audit committee. Due to the nature of 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. Our exposure to loss with respect to 767 Leasing is primarily limited to our direct investment in 767 Leasing as well as any payment obligations of 767 Leasing that we guarantee, which are not material at March 31, 2019 and December 31, 2018. As of ~~June 30,~~March 31, 2019 and December 31, 2018, we767 Leasing had assets of $87 million and $60 million, respectively, primarily vehicles for lease, and liabilities of $1 million and $1 million, respectively. For the three months ended March 31, 2019 and 2018, our Automotive segment invested $25 million and $5 million, respectively, in 767 Leasing. As of March 31, 2019 and December 31, 2018, our Automotive segment had an equity method investment in 767 Leasing of ~~$10 million. For the three~~$86 million and ~~six months ended June 30, 2018, purchases from Hertz by 767 Leasing were $7 million.~~$59 million, respectively.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

ACF Industries ~~Inc.~~LLC

Our Railcar ~~segment has~~operations, prior to December 5, 2018 (the date we closed on the sale of ARI), had 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;

•Railcar parts purchases from and sales to ACF;

•Railcar purchasing and engineering services agreements with ACF;

•Lease of certain intellectual property to ACF; and

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

•~~Railcar purchases from ACF.~~ACF

Purchases from ACF were $1 million ~~and $2 million~~ for the three months ended ~~June 30, 2018 and 2017, respectively, and $2 million and $4 million for~~March 31, 2018. For the ~~six~~three months ended ~~June 30,~~March 31, 2018, ~~and 2017, respectively. For each of the three and six months ended June 30, 2018 and 2017,~~ revenues from ACF were not material.

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, Viskase, PSC Metals, ~~ARI, ARL~~WPH, Federal-Mogul (prior to ~~June~~October 1, ~~2017)~~2018), ARI (prior to December 5, 2018) and Tropicana ~~Viskase and WPH~~(prior to October 1, 2018) 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 the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ we and certain of our subsidiaries paid certain of Insight Portfolio Group's operating expenses of $1 million and ~~$1 million, and for the six months ended June 30, 2018 and 2017, such expenses paid were~~ $2 million, ~~and $1 million, respectively, in respect to certain of Insight Portfolio Group's operating expenses.~~respectively.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

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:



	March 31, 2019		December 31, 2018
Assets	(in millions)
Investments:
Equity securities:
Basic materials	$	456	$	414
Consumer, non-cyclical	2,005		2,161
Consumer, cyclical	1,627		1,161
Energy	1,654		1,598
Financial	209		167
Technology	819		1,040
Other	175		145
	6,945		6,686
Corporate debt securities	185		181
	$	7,130	$	6,867
Liabilities
Securities sold, not yet purchased, at fair value:
Equity securities:
Consumer, non-cyclical	$	42	$	57
Consumer, cyclical	96		106
Energy	309		305
	447		468
Corporate debt securities	—		—
	$	447	$	468

June 30, 2018 December 31, 2017
Assets (in millions)
Investments:
   Equity securities:
      Basic materials $ 693
$ 1,170
      Consumer, non-cyclical 2,277
2,551
      Consumer, cyclical 1,471
777
      Energy 1,606
1,489
      Financial 529
2,185
      Technology 1,169
833
      Other 226
372
7,971
9,377
   Corporate debt securities 161
155
$ 8,132
$ 9,532
Liabilities
Securities sold, not yet purchased, at fair value:
   Equity securities:
      Consumer, non-cyclical $ 74
$ 101
      Consumer, cyclical 104
667
      Energy 113
110
      Industrial 77
110
368
988
   Corporate debt securities —
35
$ 368
$ 1,023

The portion of ~~trading~~unrealized gains that relates to ~~trading~~ securities still held by our Investment segment, primarily equity securities, was ~~$345~~$558 million and ~~$388~~$175 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, respectively.

Our Investment segment is deemed to have significant influence with respect to its investments in Hertz, Herbalife Ltd. ("Herbalife") and ~~2017, respectively,~~Caesars Entertainment Corporation ("Caesars") after considering the collective ownership in such entities by the Investment Funds and ~~$397 million~~affiliates of Mr. Icahn, as well as their collective representation on each of the boards of directors. Our Investment segment has elected the fair value option with respect to each of these investments as such investments would have otherwise been subject to the equity method of accounting. Hertz, Herbalife and ~~$622 million for~~Caesars each file annual, quarterly and current reports, and proxy and information statements with the ~~six months ended June 30, 2018 and 2017, respectively.~~SEC, which are publicly available.

As of ~~June 30, 2018,~~March 31, 2019, the Investment Funds owned approximately ~~27.9%~~23.1% of the outstanding common stock of Hertz. Our Investment segment recorded net ~~losses~~gains (losses) of ~~$106~~$95 million and ~~$142~~$(52) million for the three months ended ~~June 30,~~March 31, 2019 and 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~~March 31, 2019 and December 31, ~~2017,~~2018, the aggregate fair value of our Investment segment's investment in Hertz was ~~$359~~$337 million and ~~$517~~$320 million, respectively.

~~The~~As of March 31, 2019, the Investment Funds ~~also~~ owned approximately ~~17.1%~~18.4% 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 (losses) gains of ~~$173~~$(168) million and ~~$241~~$544 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, respectively, with respect to its investment in Herbalife. As of March 31, 2019 and ~~2017, respectively, and net gains of $717 million and $423 million for~~December 31, 2018, the ~~six months ended June 30, 2018~~

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~and 2017, respectively, with respect to its investment in Herbalife. As of June 30, 2018 and December 31, 2017, the~~ aggregate fair value of our Investment segment's investment in Herbalife was approximately $1.5 billion and ~~$1.2~~$1.7 billion, respectively.

~~Herbalife~~As of March 31, 2019, the Investment Funds owned approximately 11.7% of the outstanding common stock of Caesars. We obtained significant influence over Caesars, and ~~Hertz each file annual, quarterly and current reports, and proxy and information statements~~elected the fair value option with respect to our investment in Caesars, beginning in the ~~SEC, which are publicly available.~~first quarter of 2019. Our Investment segment recorded net gains of $26 million for the three months ended March 31, 2019 with respect to its investment in Caesars. As of March 31, 2019, the aggregate fair value of our Investment segment's investment in Caesars was $690 million.

Other Segments and Holding Company

With the exception of certain equity method investments at our operating subsidiaries and our Holding Company 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:



	March 31, 2019		December 31, 2018
	(in millions)
Equity method investments	$	169	$	143
Other investments (measured at fair value)	804		1,327
	$	973	$	1,470

June 30, 2018 December 31, 2017
(in millions)
Equity method investments $ 114
$ 106
Other investments (measured at fair value) 460
400
$ 574
$ 506
The portion of unrealized (losses) gains that relates to equity securities still held by our Other segments and Holding Company was $(154) million and $23 million for the three months ended March 31, 2019 and 2018, respectively.


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.

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.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

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:


	June 30, 2018								December 31, 2017								March 31, 2019								December 31, 2018
	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)	$	7,972	$	275	$	333	$	8,580	$	9,378	$	264	$	278	$	9,920	$	7,598	$	321	$	3	$	7,922	$	7,493	$	317	$	372	$	8,182
Derivative contracts, at fair value (Note 6)⁽¹⁾	10		17		—		27		—		—		—		—		—		27		—		27		7		517		—		524
	$	7,982	$	292	$	333	$	8,607	$	9,378	$	264	$	278	$	9,920	$	7,598	$	348	$	3	$	7,949	$	7,500	$	834	$	372	$	8,706
Liabilities
Securities sold, not yet purchased (Note 4)	$	368	$	—	$	—	$	368	$	988	$	35	$	—	$	1,023	$	447	$	—	$	—	$	447	$	468	$	—	$	—	$	468
Other liabilities	—		11		—		11		—		1		—		1		—		16		—		16		—		2		—		2
Derivative contracts, at fair value (Note 6)	—		460		—		460		36		1,239		—		1,275		—		722		—		722		—		36		—		36
	$	368	$	471	$	—	$	839	$	1,024	$	1,275	$	—	$	2,299	$	447	$	738	$	—	$	1,185	$	468	$	38	$	—	$	506


⁽¹⁾	Amounts are classified within other assets 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:



	Three Months Ended March 31,
	2019			2018
	(in millions)
Balance at January 1	$	372		$	278
Net gains recognized in income	89			23
Sales	(458		)	—
Balance at March 31	$	3		$	301

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

~~Net unrealized gains during the six months ended June 30,~~As of December 31, 2018, ~~and 2017 relate to~~we had a certain equity investment which iswas considered a Level 3 investment due to unobservable market data and iswas measured at fair value on a recurring basis. We determined the fair value of this investment based on recent market transactions. ~~As of June 30, 2018 and December 31, 2017, the fair value of this investment was $329 million and $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 non-recurring basis have been impaired.~~ During the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2019, we recorded impairment charges of $7 million relating to property, plant and equipment, and during the six months ended June 30, 2017, we recorded impairment charges of $2 million 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 three and six months ended June 30, 2017, we recorded a loss of $2 million and $7 million, respectively, from marking inventory down to net realizable value at our Automotive segment. Additionally,sold this investment in connection with our reclassification of certain railcars leased to others from held and used to assets held for sale, we recorded an impairment charge at our Railcar segment of $67 million for each of the three and six months ended June 30, 2017. Refer to Note 11, "Segment Reporting," for total impairment recorded by each of our segments.its entirety.

~~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

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

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 ~~June 30, 2018~~each of March 31, 2019 and December 31, ~~2017~~2018 was ~~zero and $17 million, respectively.~~zero.

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


	June 30, 2018				December 31, 2017				March 31, 2019				December 31, 2018
	Long Notional Exposure		Short Notional Exposure		Long Notional Exposure		Short Notional Exposure		Long Notional Exposure		Short Notional Exposure		Long Notional Exposure		Short Notional Exposure
Primary underlying risk:	(in millions)								(in millions)
Equity contracts	$	239	$	6,850	$	243	$	6,660	$	686	$	10,870	$	118	$	8,368
Credit contracts⁽¹⁾	—		—		—		391		—		563		—		479
Commodity contracts	—		237		—		634		—		59		—		114

⁽¹⁾

The short notional amount on our credit default swap positions was approximately $2.5 billion at March 31, 2019. However, because credit spreads cannot compress below zero, our downside short notional exposure is $563 million as of March 31, 2019. The short notional amount on our credit default swap positions was approximately $1.8 billion as of December 31, ~~2017.~~2018. However, because credit spreads cannot compress below zero, our downside short notional exposure to loss is ~~$391~~$479 million as of December 31, ~~2017.~~2018.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Energy

CVR Refining is subject to price fluctuations caused by supply conditions, weather, economic conditions, interest rate fluctuations and other factors. To manage price risk on crude oil and other inventories and to fix margins on certain future production, CVR Refining from time to time enters into various commodity ~~swap contracts in order to fix the margin on a portion of future production. Additionally,~~derivative transactions. CVR Refining ~~may enter into price~~holds derivative instruments, such as exchange-traded crude oil futures and ~~basis swaps in order to fix the price~~certain over-the-counter forward swap agreements, which it believes provide an economic hedge on ~~a portion of its commodity purchases and product sales. The physical volumes~~future transactions, but such instruments are not ~~exchanged and these contracts~~designated as hedges under U.S. GAAP. There are ~~net settled with cash. The contract fair value~~no premiums paid or received at inception of the derivative contracts and upon settlement.

CVR Refining's commodity derivatives include 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.and forward purchase and sale commitments. CVR Refining did not have open commodity swap instruments at ~~June 30, 2018. At December~~March 31, 2017, CVR Refining had open commodity swap instruments consisting of 14 million barrels of crack spreads, primarily to fix the margin on a portion of its future gasoline and distillate production. Additionally, as of June 30, 20182019 and December 31, ~~2017,~~2018. As of March 31, 2019 and December 31, 2018, CVR Refining had open forward purchase and sale commitments for 42 million barrels and 62 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 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
													Asset Derivatives⁽¹⁾						Liability Derivatives
													March 31, 2019			December 31, 2018			March 31, 2019			December 31, 2018
	(in millions)												(in millions)
Equity contracts	$	16		$	—		$	433		$	1,159		$	28		$	568		$	736		$	170
Credit contracts	—			—			—			17			12			76			—			—
Commodity contracts	16			7			32			106			1			15			—			1
Sub-total	32			7			465			1,282			41			659			736			171
Netting across contract types⁽²⁾	(5		)	(7		)	(5		)	(7		)	(14		)	(135		)	(14		)	(135		)
Total⁽²⁾	$	27		$	—		$	460		$	1,275		$	27		$	524		$	722		$	36


⁽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~~March 31, 2019 and December 31, ~~2017~~2018 was ~~$252~~$613 million and ~~$542~~$0 million, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash onin the 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 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 June 30,						Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments	2018			2017			2018			2017
													Three Months Ended March 31,
													2019			2018
	(in millions)												(in millions)
Equity contracts	$	(147	)	$	(262	)	$	(89	)	$	(835	)	$	(1,101	)	$	58
Credit contracts	—			8			53			(17		)	(64		)	53
Commodity contracts	19			(11		)	114			(16		)	2			95
	$	(128	)	$	(265	)	$	78		$	(868	)	$	(1,163	)	$	206

⁽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~~cost of goods sold for ~~all other segments. Gains (losses)~~our Energy segment. (Losses) gains recognized on derivatives for our Investment segment were ~~$(139)~~$(1,179) million and ~~$(265)~~$147 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $8 million and $(880) million for the six months ended June 30, 2018 and 2017,~~ respectively. Gains recognized on derivatives for our ~~other segments~~Energy segment were ~~$11~~$16 million and ~~zero~~$59 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $70 million and $12 million for the six months ended June 30, 2018 and 2017,~~ respectively.

~~Non-Derivative Instruments Designated as Hedging Instruments~~

As of June 30, 2018 and December 31, 2017, Federal-Mogul had foreign currency denominated debt (included in liabilities held for sale on our condensed consolidated balance sheets), of which $845 million and $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. The amount recognized in accumulated other comprehensive loss was a gain (loss) of $1 million and $(60) million for the three months ended June 30, 2018 and 2017, respectively, and $(23) million and $(46) million for the six months ended June 30, 2018 and 2017, respectively.


7.	Inventories, Net.

Inventories, net consists of the following:



	March 31, 2019		December 31, 2018
	(in millions)
Raw materials	$	220	$	217
Work in process	99		70
Finished goods	1,533		1,492
	$	1,852	$	1,779

June 30, 2018 December 31, 2017
(in millions)
Raw materials $ 304
$ 252
Work in process 136
127
Finished goods 1,511
1,426
$ 1,951
$ 1,805


8.	Goodwill and Intangible Assets, Net.

Goodwill consists of the following:


	June 30, 2018						December 31, 2017						March 31, 2019							December 31, 2018
	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	$	322	$	—	$	322	$	320	$	—	$	320	$	336	$	(87	)	$	249	$	328	$	(87	)	$	241
Railcar	7		—		7		7		—		7
Food Packaging	7		—		7		7		—		7		6		—			6		6		—			6
	$	336	$	—	$	336	$	334	$	—	$	334	$	342	$	(87	)	$	255	$	334	$	(87	)	$	247

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:



	March 31, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
	(in millions)
Definite-lived intangible assets:
Customer relationships	$	396	$	(138	)	$	258	$	396	$	(134	)	$	262
Other	278		(134		)	144		316		(139		)	177
	$	674	$	(272	)	$	402	$	712	$	(273	)	$	439

Indefinite-lived intangible assets						$	62						$	62
Intangible assets, net						$	464						$	501

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 ~~$12~~$10 million and $9$12 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $24 million and $18 million for the six months ended June 30, 2018 and 2017,~~ respectively. We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets.

Acquisitions during the three months ended March 31, 2019 were not material individually or in the aggregate. As a result of certain acquisitions, our Automotive segment allocated $8 million to goodwill and $1 million to definite-lived intangible assets in the first quarter of 2019.


9.	~~Debt~~. Leases.

~~Debt consists~~All Segments and Holding Company

We have operating and finance leases primarily within our Automotive, Energy and Food Packaging segments. Our Automotive segment leases assets, primarily real estate (operating) and vehicles (financing) and which primarily consist of leases that expire within 10 years. Our Energy segment leases certain pipelines, storage tanks, railcars, office space, land and equipment (operating and financing). Our Food Packaging segment leases assets, primarily real estate and vehicles (primarily operating). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use assets and related liabilities are recorded on the ~~following:~~balance sheet for leases with an initial lease term in excess of twelve months and therefore, do not include any lease arrangements with initial lease terms of twelve months or less.

Right-of-use assets and lease liabilities are as follows:



	March 31, 2019		December 31, 2018
	(in millions)
Operating Leases:
Right-of-use assets (other assets)	$	678	$	—
Lease liabilities (accrued expenses and other liabilities)	708		—

Financing Leases:
Right-of-use assets (property, plant and equipment, net)	81		51
Lease liabilities (debt)	95		54

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)

Additional information with respect to our operating leases as of March 31, 2019 is presented below. The lease terms and discount rates for our Energy, Automotive and Food Packaging segments represent weighted averages based on their respective lease liability balances.



Operating Leases	Right-Of-Use Assets		Lease Liabilities		Lease Term	Discount Rate
	(in millions)
Energy	$	51	$	50	4.0 years	5.8%
Automotive	560		591		5.6 years	5.6%
Food Packaging	41		41		10.5 years	6.1%
Other segments and Holding Company	26		26
	$	678	$	708

The components of lease expense are presented in the following table. Operating lease expense is net of immaterial amounts for sublease income.



	Three Months Ended March 31,
	2019		2018
	(in millions)
Operating lease expense	$	49	$	38

Amortization of financing lease right-of-use assets	$	4	$	1
Interest expense on financing lease liabilities	2		—

Maturities of lease liabilities as of March 31, 2019 are as follows:



Year	Operating Leases			Financing Leases
	(in millions)
Remainder of 2019	$	141		$	13
2020	168			18
2021	146			14
2022	124			13
2023	79			12
Thereafter	194			68
Total lease payments	852			138
Less: imputed interest	(144		)	(43		)
	$	708		$	95

Real Estate

Our Real Estate segment leases real estate, primarily commercial properties under long-term operating leases. As of March 31, 2019 and December 31, 2018, our Real Estate segment has assets leased to others included in property, plant and equipment of $219 million and $217 million, respectively, net of accumulated depreciation. Our Real Estate segment's revenue from operating leases were $8 million and $10 million for the three months ended March 31, 2019 and 2018, respectively, and are included in other revenue from operations in the condensed consolidated statements of operations. Our Real Estate segment's anticipated future receipts of minimum operating lease payments receivable are $25 million for the remainder of 2019, $33 million in 2020 and $10 million in 2021 and thereafter.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


10.	Debt.

Debt consists of the following:



	March 31, 2019		December 31, 2018
	(in millions)
Holding Company:
6.000% senior unsecured notes due 2020	$	1,702	$	1,702
5.875% senior unsecured notes due 2022	1,344		1,344
6.250% senior unsecured notes due 2022	1,213		1,213
6.750% senior unsecured notes due 2024	498		498
6.375% senior unsecured notes due 2025	748		748
	5,505		5,505
Reporting Segments:
Energy	1,196		1,170
Automotive	405		372
Food Packaging	271		273
Metals	1		—
Real Estate	2		2
Home Fashion	12		4
	1,887		1,821
Total Debt	$	7,392	$	7,326

Covenants

All of our subsidiaries are currently in compliance with all covenants and restrictions as described in the various executed agreements and contracts with respect to each debt instrument. These covenants include limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments and affiliate and extraordinary transactions.

Non-Cash Charges to Interest Expense

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the condensed consolidated statements of operations were $1 million and $1 million for the three months ended March 31, 2019 and 2018, respectively.

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 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



	Three Months Ended March 31,
	2019			2018
	(in millions, except per unit data)
Net (loss) income attributable to Icahn Enterprises from continuing operations	$	(394	)	$	98
Net (loss) income attributable to Icahn Enterprises from continuing operations allocated to limited partners (98.01% allocation)	$	(386	)	$	96
Net income attributable to Icahn Enterprises from discontinued operations allocated to limited partners (98.01% allocation)	$	—		$	33

Basic (loss) income per LP unit:
Continuing operations	$	(2.02	)	$	0.55
Discontinued operations	0.00			0.19
	$	(2.02	)	$	0.74
Basic weighted average LP units outstanding	191			174

Diluted (loss) income per LP unit:
Continuing operations	$	(2.02	)	$	0.55
Discontinued operations	0.00			0.19
	$	(2.02	)	$	0.74
Diluted weighted average LP units outstanding	191			175

~~Icahn Enterprises Rights Offering~~

~~In January 2017, Icahn Enterprises commenced a rights offering entitling holders~~As their effect would have been anti-dilutive, two million weighted average units have been excluded from the calculation of diluted income per LP unit for 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~~three months ended ~~June 30, 2017.~~March 31, 2019. One million weighted average units are dilutive for the three months ended March 31, 2018 relating to potentially dilutive units as discussed below, with no income effect.

LP Unit Distribution

On February ~~27, 2018,~~26, 2019, Icahn Enterprises declared a quarterly distribution in the amount of ~~$1.75~~$2.00 per depositary unit in which each depositary ~~unit holder~~unitholder 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~~ Because the ~~amount of $1.75 per~~ depositary ~~unit in which each depositary unit holder had~~unitholder has the ~~option to make an~~ election to receive the distribution either in cash or additional depositary ~~units.~~

Asunits, we recorded a ~~result~~unit distribution liability of $391 million as the unit distribution had not been made as of March 31, 2019. In addition, the unit distribution liability, which is included in accrued expenses and other liabilities in the condensed consolidated balance sheets, is considered a potentially dilutive security and is considered in the calculation of diluted income per LP unit as disclosed above. Any difference between the liability recorded and the amount representing the aggregate value of the ~~above distributions declared, during~~number of depositary units distributed and cash paid would be charged to equity. Mr. Icahn and his affiliates elected to receive their proportionate share of the ~~six months ended June 30, 2018,~~quarterly distribution in depositary units.

On April 17, 2019, Icahn Enterprises distributed an aggregate ~~8,608,269~~4,859,461 depositary units to ~~unit holders~~unitholders electing to receive depositary units, of which an aggregate of ~~8,494,768~~4,784,706 depositary units were distributed to Mr. Icahn and his affiliates. In connection with ~~these distributions,~~this distribution, aggregate cash distributions to all depositary unitholders was ~~$47~~$26 million ~~during the three and six months ended June 30, 2018.~~in April 2019.

2017 Incentive Plan

During the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ Icahn Enterprises distributed ~~3,087~~10,656 and ~~2,358~~15,071 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~~(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 and diluted income per LP unit.

2931

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


~~11.~~12.	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 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 June 30, 2018																																Three Months Ended March 31, 2019
	Investment			Automotive			Energy			Railcar			Metals			Mining			Food Packaging			Real Estate		Home Fashion			Holding Company			Consolidated			Investment			Energy			Automotive			Food Packaging			Metals			Real Estate		Home Fashion			Mining			Railcar		Holding Company			Consolidated
	(in millions)																																(in millions)
Revenues:
Net sales	$	—		$	602		$	1,914		$	90		$	132		$	26		$	104		$	6	$	45		$	—		$	2,919		$	—		$	1,486		$	550		$	95		$	93		$	2	$	39		$	35		$	—	$	—		$	2,300
Other revenues from operations	—			135			—			57			—			—			—			18		—			—			210			—			—			143			—			—			19		—			—			—		—			162
Net gain (loss) from investment activities	372			—			—			(1		)	—			—			—			—		—			38			409
Net loss from investment activities																																	(609		)	—			—			—			—			—		—			—			—		(65		)	(674		)
Interest and dividend income	28			—			1			1			—			—			—			5		—			2			37			42			—			—			—			—			—		—			1			—		21			64
(Loss) gain on disposition of assets, net	—			—			(5		)	1			(1		)	1			—			—		—			—			(4		)
Other (loss) income, net	(1		)	—			12			—			—			4			(7		)	—		1			(2		)	7			(1		)	1			4			(3		)	—			2		—			—			—		—			3
	399			737			1,922			148			131			31			97			29		46			38			3,578			(568		)	1,487			697			92			93			23		39			36			—		(44		)	1,855
Expenses:
Cost of goods sold	—			384			1,776			84			124			19			80			4		39			—			2,510			—			1,303			375			75			92			2		33			20			—		—			1,900
Other expenses from operations	—			117			—			32			—			—			—			13		—			—			162			—			—			119			—			—			12		—			—			—		—			131
Selling, general and administrative	1			258			39			11			4			6			15			4		9			5			352			2			37			252			15			4			5		10			7			—		4			336
Restructuring, net	—			—			—			—			—			—			—			—		1			—			1			—			—			—			7			—			—		—			—			—		—			7
Impairment	—			3			—			4			—			—			—			—		—			—			7
Interest expense	1			5			27			6			—			—			3			—		—			83			125			18			26			5			4			—			—		—			2			—		84			139
	2			767			1,842			137			128			25			98			21		49			88			3,157			20			1,366			751			101			96			19		43			29			—		88			2,513
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)	—			12			(12		)	(4		)	—			(1		)	—			—		—			17			12
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
(Loss) income from continuing operations before income tax (expense) benefit																																	(588		)	121			(54		)	(9		)	(3		)	4		(4		)	7			—		(132		)	(658		)
Income tax (expense) benefit																																	—			(31		)	12			4			—			—		—			(1		)	—		10			(6		)
Net (loss) income from continuing operations																																	(588		)	90			(42		)	(5		)	(3		)	4		(4		)	6			—		(122		)	(664		)
Less: net (loss) income from continuing operations attributable to non-controlling interests																																	(293		)	24			—			(2		)	—			—		—			1			—		—			(270		)
Net (loss) income from continuing operations attributable to Icahn Enterprises																																	$	(295	)	$	66		$	(42	)	$	(3	)	$	(3	)	$	4	$	(4	)	$	5		$	—	$	(122	)	$	(394	)

Supplemental information:
Capital expenditures	$	—		$	18		$	22		$	5		$	1		$	10		$	6		$	1	$	2		$	—		$	65		$	—		$	29		$	13		$	7		$	5		$	6	$	1		$	4		$	—	$	—		$	65
Depreciation and amortization⁽¹⁾	$	—		$	22		$	72		$	16		$	4		$	2		$	6		$	5	$	2		$	—		$	129
Depreciation and amortization																																	$	—		$	83		$	24		$	6		$	4		$	4	$	2		$	—		$	—	$	—		$	123

3032

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)



	Three Months Ended March 31, 2018
	Investment		Energy			Automotive			Food Packaging			Metals		Real Estate		Home Fashion			Mining			Railcar		Holding Company			Consolidated
	(in millions)
Revenues:
Net sales	$	—	$	1,537		$	549		$	97		$	118	$	1	$	42		$	20		$	—	$	—		$	2,364
Other revenues from operations	—		—			137			—			—		21		—			—			—		—			158
Net gain from investment activities	410		—			—			—			—		—		—			—			—		22			432
Interest and dividend income	18		—			—			—			—		5		—			—			—		3			26
Other income (loss), net	—		2			—			(6		)	1		—		—			—			5		1			3
	428		1,539			686			91			119		27		42			20			5		26			2,983
Expenses:
Cost of goods sold	—		1,385			361			77			110		1		36			17			—		—			1,987
Other expenses from operations	—		—			113			—			—		12		—			—			—		—			125
Selling, general and administrative	1		32			258			15			5		6		9			6			—		6			338
Restructuring, net	—		—			—			—			—		—		2			—			—		—			2
Interest expense	26		27			3			4			—		1		—			2			—		84			147
	27		1,444			735			96			115		20		47			25			—		90			2,599
Income (loss) from continuing operations before income tax (expense) benefit	401		95			(49		)	(5		)	4		7		(5		)	(5		)	5		(64		)	384
Income tax (expense) benefit	—		(14		)	15			2			—		—		—			(1		)	—		(19		)	(17		)
Net income (loss) from continuing operations	401		81			(34		)	(3		)	4		7		(5		)	(6		)	5		(83		)	367
Less: net income (loss) from continuing operations attributable to non-controlling interests	240		31			—			—			—		—		—			(2		)	—		—			269
Net income (loss) from continuing operations attributable to Icahn Enterprises	$	161	$	50		$	(34	)	$	(3	)	$	4	$	7	$	(5	)	$	(4	)	$	5	$	(83	)	$	98

Supplemental information:
Capital expenditures	$	—	$	20		$	19		$	5		$	1	$	3	$	1		$	13		$	—	$	—		$	62
Depreciation and amortization	$	—	$	83		$	24		$	7		$	5	$	5	$	2		$	2		$	—	$	—		$	128

Three 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 $ —
$ 569
$ 1,434
$ 55
$ 102
$ 22
$ 99
$ 6
$ 45
$ —
$ 2,332
Other revenues from operations —
125
—
121
—
—
—
19
—
—
265
Net gain from investment activities 294
—
—
2
—
—
—
—
—
18
314
Interest and dividend income 27
—
—
1
—
1
—
—
—
3
32
Gain (loss) on disposition of assets, net —
3
(1 ) 1,521
—
—
—
—
—
—
1,523
Other income (loss), net —
—
—
—
—
1
(2 ) —
—
—
(1 )
321
697
1,433
1,700
102
24
97
25
45
21
4,465
Expenses:
Cost of goods sold —
372
1,416
50
98
13
75
4
40
—
2,068
Other expenses from operations —
120
—
39
—
—
—
13
—
—
172
Selling, general and administrative 3
212
32
15
4
2
16
5
9
9
307
Restructuring, net —
—
—
—
—
—
2
—
—
—
2
Impairment —
2
—
67
—
—
—
—
—
—
69
Interest expense 45
4
27
15
—
1
4
1
—
80
177
48
710
1,475
186
102
16
97
23
49
89
2,795
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 $ —
$ 25
$ 34
$ 50
$ —
$ 8
$ 6
$ —
$ 1
$ —
$ 124
Depreciation and amortization⁽¹⁾
$ —
$ 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 $1 million and $3 million for the three months ended June 30, 2018 and 2017, respectively, and $2 million and $6 million for the six months ended June 30, 2018 and 2017, 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~~and Energy and Automotive segments below. ~~Refer to Note 2, "Basis of Presentation and Summary of Significant Accounting Policies,"~~

Energy

Disaggregated revenue for ~~certain revenue recognition policies with respect to the following reporting segments.~~our Energy segment net sales is presented below:



	Three Months Ended March 31,
	2019		2018
	(in millions)
Petroleum products	$	1,394	$	1,457
Nitrogen fertilizer products	92		80
	$	1,486	$	1,537

Automotive

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



	Three Months Ended March 31,
	2019		2018
	(in millions)
Automotive services	$	327	$	316
Aftermarket parts sales	366		370
	$	693	$	686

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

3233

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 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.



	March 31, 2019
	Investment		Energy		Automotive		Food Packaging		Metals		Real Estate		Home Fashion		Mining		Holding Company			Consolidated
	(in millions)
ASSETS
Cash and cash equivalents	$	7	$	467	$	65	$	33	$	11	$	41	$	1	$	—	$	2,139		$	2,764
Cash held at consolidated affiliated partnerships and restricted cash	2,286		—		—		1		1		2		2		—		7			2,299
Investments	7,130		83		86		—		—		15		—		—		789			8,103
Accounts receivable, net	—		193		168		76		49		3		28		—		—			517
Inventories, net	—		403		1,233		103		40		—		73		—		—			1,852
Property, plant and equipment, net	—		3,004		951		168		115		376		68		—		—			4,682
Goodwill and intangible assets, net	—		273		391		32		2		21		—		—		—			719
Assets held for sale	—		33		—		—		1		—		—		330		—			364
Other assets	1,268		232		769		139		22		34		11		—		49			2,524
Total assets	$	10,691	$	4,688	$	3,663	$	552	$	241	$	492	$	183	$	330	$	2,984		$	23,824
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other liabilities	$	730	$	1,171	$	1,426	$	212	$	66	$	46	$	42	$	—	$	504		$	4,197
Securities sold, not yet purchased, at fair value	447		—		—		—		—		—		—		—		—			447
Liabilities held for sale	—		—		—		—		—		—		—		136		—			136
Debt	—		1,196		405		271		1		2		12		—		5,505			7,392
Total liabilities	1,177		2,367		1,831		483		67		48		54		136		6,009			12,172

Equity attributable to Icahn Enterprises	4,772		1,290		1,832		52		174		444		129		171		(3,025		)	5,839
Equity attributable to non-controlling interests	4,742		1,031		—		17		—		—		—		23		—			5,813
Total equity	9,514		2,321		1,832		69		174		444		129		194		(3,025		)	11,652
Total liabilities and equity	$	10,691	$	4,688	$	3,663	$	552	$	241	$	492	$	183	$	330	$	2,984		$	23,824

June 30, 2018
Investment Automotive Energy Railcar Metals Mining Food Packaging Real Estate Home Fashion Holding Company Discontinued Operations Consolidated
(in millions)
ASSETS
Cash and cash equivalents $ 6
$ 53
$ 534
$ 104
$ 11
$ 11
$ 46
$ 30
$ 1
$ 79
$ —
$ 875
Cash held at consolidated affiliated partnerships and restricted cash 316
—
—
19
5
—
1
2
7
—
—
350
Investments 8,132
10
83
21
—
—
—
16
—
444
—
8,706
Accounts receivable, net —
266
190
38
67
6
80
3
32
—
—
682
Inventories, net —
1,218
433
78
33
27
99
—
63
—
—
1,951
Property, plant and equipment, net —
951
3,113
1,190
105
208
167
448
71
—
—
6,253
Goodwill and intangible assets, net —
500
288
7
3
—
35
24
—
—
—
857
Assets held for sale —
—
6
—
1
—
—

—
—
8,862
8,869
Other assets 890
144
69
24
8
22
88
394
5
3
—
1,647
   Total assets $ 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 $ 497
$ 941
$ 1,106
$ 277
$ 55
$ 43
$ 158
$ 54
$ 36
$ 182
$ —
$ 3,349
Securities sold, not yet purchased, at fair value 368
—
—
—
—
—
—
—
—
—
—
368
Due to brokers —
—
—
—
—
—
—
—
—
—
—
—
Liabilities held for sale —
—
—
—
—
—
—
—
—
—
6,145
6,145
Debt —
324
1,167
533
1
54
270
20
6
5,505
—
7,880
   Total liabilities 865
1,265
2,273
810
56
97
428
74
42
5,687
6,145
17,742

Equity attributable to Icahn Enterprises 3,354
1,877
1,139
418
177
154
66
843
137
(5,169 ) 2,420
5,416
Equity attributable to non-controlling interests 5,125
—
1,304
253
—
23
22
—
—
8
297
7,032
   Total equity 8,479
1,877
2,443
671
177
177
88
843
137
(5,161 ) 2,717
12,448
   Total liabilities and equity $ 9,344
$ 3,142
$ 4,716
$ 1,481
$ 233
$ 274
$ 516
$ 917
$ 179
$ 526
$ 8,862
$ 30,190



	December 31, 2018
	Investment		Energy		Automotive		Food Packaging		Metals		Real Estate		Home Fashion		Mining		Holding Company			Consolidated
	(in millions)
ASSETS
Cash and cash equivalents	$	5	$	668	$	43	$	46	$	20	$	39	$	1	$	—	$	1,834		$	2,656
Cash held at consolidated affiliated partnerships and restricted cash	2,648		—		—		1		1		26		2		—		4			2,682
Investments	6,867		84		59		—		—		15		—		—		1,312			8,337
Accounts receivable, net	—		169		149		74		48		3		31		—		—			474
Inventories, net	—		380		1,203		93		39		—		64		—		—			1,779
Property, plant and equipment, net	—		3,027		941		169		115		367		69		—		—			4,688
Goodwill and intangible assets, net	—		278		412		32		2		24		—		—		—			748
Assets held for sale	—		33		—		—		1		—		—		299		—			333
Other assets	1,230		192		217		96		7		34		5		—		11			1,792
Total assets	$	10,750	$	4,831	$	3,024	$	511	$	233	$	508	$	172	$	299	$	3,161		$	23,489
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other liabilities	$	181	$	1,043	$	905	$	164	$	56	$	41	$	35	$	—	$	178		$	2,603
Securities sold, not yet purchased, at fair value	468		—		—		—		—		—		—		—		—			468
Liabilities held for sale	—		—		—		—		—		—		—		112		—			112
Debt	—		1,170		372		273		—		2		4		—		5,505			7,326
Total liabilities	649		2,213		1,277		437		56		43		39		112		5,683			10,509

Equity attributable to Icahn Enterprises	5,066		1,274		1,747		55		177		465		133		165		(2,522		)	6,560
Equity attributable to non-controlling interests	5,035		1,344		—		19		—		—		—		22		—			6,420
Total equity	10,101		2,618		1,747		74		177		465		133		187		(2,522		)	12,980
Total liabilities and equity	$	10,750	$	4,831	$	3,024	$	511	$	233	$	508	$	172	$	299	$	3,161		$	23,489

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

December 31, 2017
Investment Automotive Energy Railcar Metals Mining Food Packaging Real Estate Home Fashion Holding Company Discontinued Operations Consolidated
(in millions)
ASSETS
Cash and cash equivalents $ 17
$ 52
$ 482
$ 100
$ 24
$ 15
$ 16
$ 32
$ —
$ 526
$ —
$ 1,264
Cash held at consolidated affiliated partnerships and restricted cash 734
—
—
19
5
—
2
2
4
—
—
766
Investments 9,532
—
83
23
—
—
—
16
—
384
—
10,038
Accounts receivable, net —
224
178
44
40
10
78
3
35
—
—
612
Inventories, net —
1,145
385
54
33
30
92
—
66
—
—
1,805
Property, plant and equipment, net —
958
3,213
1,199
110
188
170
454
72
—
—
6,364
Goodwill and intangible assets, net —
505
298
7
3
—
36
29
—
—
—
878
Assets held for sale —
—
—
14
2
—
—
—
—
—
8,774
8,790
Other assets 516
127
61
27
9
22
93
395
6
28
—
1,284
   Total assets $ 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 $ 1,302
$ 944
$ 1,125
$ 262
$ 43
$ 45
$ 172
$ 63
$ 34
$ 243
$ —
$ 4,233
Securities sold, not yet purchased, at fair value 1,023
—
—
—
—
—
—
—
—
—
—
1,023
Due to brokers 1,057
—
—
—
—
—
—
—
—
—
—
1,057
Liabilities held for sale —
—
—
—
—
—
—
—
—
—
6,202
6,202
Debt —
340
1,166
546
1
58
273
22
5
5,507
—
7,918
   Total liabilities 3,382
1,284
2,291
808
44
103
445
85
39
5,750
6,202
20,433

Equity attributable to Icahn Enterprises 3,052
1,727
1,098
428
182
138
28
846
144
(4,821 ) 2,284
5,106
Equity attributable to non-controlling interests 4,365
—
1,311
251
—
24
14
—
—
9
288
6,262
   Total equity 7,417
1,727
2,409
679
182
162
42
846
144
(4,812 ) 2,572
11,368
   Total liabilities and equity $ 10,799
$ 3,011
$ 4,700
$ 1,487
$ 226
$ 265
$ 487
$ 931
$ 183
$ 938
$ 8,774
$ 31,801

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

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

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


~~12.~~13.	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 March 31, 2018
	Federal-Mogul			Tropicana			ARI			Total
Revenues:	(in millions)
Net sales	$	2,056		$	—		$	64		$	2,120
Other revenues from operations	—			219			52			271
Net gain on investment activities	—			—			1			1
Interest and dividend income	1			1			—			2
Other income, net	8			—			1			9
	2,065			220			118			2,403
Expenses:
Cost of goods sold	1,765			—			58			1,823
Other expenses from operations	—			102			29			131
Selling, general and administrative	220			89			9			318
Interest expense	44			1			5			50
	2,029			192			101			2,322
Income from discontinued operations before income tax expense	36			28			17			81
Income tax expense	(23		)	(7		)	(6		)	(36		)
Income from discontinued operations	13			21			11			45
Less: income from discontinued operations attributable to non-controlling interests	3			3			5			11
Income from discontinued operations attributable to Icahn Enterprises	$	10		$	18		$	6		$	34

Supplemental information:
Capital expenditures	$	118		$	21		$	19		$	158
Depreciation and amortization	$	100		$	19		$	15		$	134

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.~~14.	Income Taxes.

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 the Tax Legislation under the measurement period approach.

For the three months ended ~~June 30, 2018,~~March 31, 2019, we recorded an income tax ~~benefit~~expense of ~~$12~~$6 million on pre-tax loss from continuing operations of $658 million compared to an income tax expense of $17 million on pre-tax income from continuing operations of ~~$421~~$384 million ~~compared to an income tax expense of $3 million on pre-tax income from continuing operations of approximately $1.7 billion~~ for the three months ended ~~June 30, 2017.~~March 31, 2018. Our effective income tax rate was ~~(2.9)~~(0.9)% and ~~0.2%~~4.4% for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively.

For the three months ended ~~June 30,~~March 31, 2019, the effective tax rate was lower than the statutory federal rate of 21%, primarily due to partnership loss for which there was no tax benefit, as such loss is allocated to the partners.

For the three months ended March 31, 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 six months ended June 30, 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

3735

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 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 six months ended 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.


~~14.~~15.	Changes in Accumulated Other Comprehensive Loss.

Changes in accumulated other comprehensive loss consists of the following:



	Post-Retirement Benefits, Net of Tax			Translation Adjustments and Other, Net of Tax			Total
	(in millions)
Balance, December 31, 2018	$	(47	)	$	(38	)	$	(85	)
Other comprehensive income (loss) before reclassifications, net of tax	—			(1		)	(1		)
Reclassifications from accumulated other comprehensive loss to earnings	1			—			1
Other comprehensive income (loss), net of tax	1			(1		)	—
Elimination of stranded tax effects resulting from tax legislation	(6		)	—			(6		)
Balance, March 31, 2019	$	(52	)	$	(39	)	$	(91	)

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 )


~~15.~~16.	Other Income, Net.

Other income, net consists of the following:



	Three Months Ended March 31,
	2019			2018
	(in millions)
Equity earnings from non-consolidated affiliates	$	4		$	2
(Loss) gain on disposition of assets, net	(4		)	5
Foreign currency transaction (loss) income	(2		)	1
Non-service pension and other post-retirement benefits expense	(1		)	(7		)
Other	6			2
	$	3		$	3

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.~~17.	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 ~~$38~~$36 million and ~~$34~~$37 million as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, primarily within our ~~Energy~~Metals and ~~Metals~~Energy 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.

~~There have been no new developments or material changes to~~On August 21, 2018, CVR Refining received a letter from the ~~environmental accruals or expected capital expenditures related to compliance~~United States Department of Justice (the “DOJ”) on behalf of the Environmental Protection Agency (the "EPA") and Kansas Department of Health and Environment (“KDHE”) alleging violations of the Clean Air Act and a 2012 Consent Decree between CVR Refining, the United States (on behalf of the EPA) and KDHE at CVR Energy's Coffeyville refinery. In September 2018, CVR Refining executed a tolling agreement with the ~~environmental matters~~DOJ and KDHE extending time for negotiation regarding the agencies’ allegations through March 2019, which was extended in March 2019 through November 30, 2019. At this time CVR Energy cannot reasonably estimate the potential penalties, costs, fines or other expenditures that may result from ~~those disclosed in our Annual Report~~this matter or any subsequent enforcement or litigation relating thereto and, therefore, CVR Energy cannot determine if the ultimate outcome of this matter will have a material impact on ~~Form 10-K for the year ended December 31, 2017.~~its financial position, results of operations or cash flows.

Renewable Fuel Standards

CVR Refining is subject to the Renewable Fuel Standard ("RFS") of the ~~Environmental Protection Agency ("EPA")~~EPA which requires refiners to either blend "renewable fuels" in with their transportation fuels or purchase renewable fuel credits, known as renewable identification

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

numbers (“RINs”), in lieu of blending. Due to mandates in the RFS requiring increasing volumes of renewable fuels to replace petroleum products in the U.S. transportation fuel market, there may be a decrease in demand for petroleum products. CVR Refining is not able to blend the substantial majority of its transportation fuels and has to purchase RINs on the open market, as well as waiver credits for cellulosic biofuels from the EPA, in order to comply with the RFS.

~~The net cost of RINs for~~For the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017 was $50~~our Energy segment recognized expense of $13 million and ~~$106~~a benefit of $23 million, ~~respectively, and $27 million and $99 million for the six months ended June 30, 2018 and 2017,~~ respectively, which is included in cost of goods sold in the condensed consolidated statements of operations. ~~RINs expense~~Our Energy segment's cost to comply with the RFS includes the purchased cost of RINs, the impact of recognizing 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 June 30, 2018 and December 31, 2017, CVR Refining's biofuel blending obligation was $16 million and $28 million, respectively, which is included in accrued expenses and other liabilities in our condensed consolidated balance sheets 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 June 30, 2018, our Energy segment recorded a RINs asset within other assets in the condensed consolidated balance sheet of $14 million, 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.

~~Federal-Mogul~~Energy

~~On March 3, 2017,~~CVR Energy, CVR Refining and its general partner, Icahn Enterprises and certain ~~purported former stockholders of Federal-Mogul Holdings Corporation~~other affiliates and individuals have each been named in nine lawsuits filed ~~a petition~~ in the ~~Delaware~~ Court of Chancery ~~seeking an appraisal~~ of the ~~value~~State 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 filedDelaware by purported former ~~stockholders~~unitholders of ~~Federal-Mogul Holdings Corporation~~CVR Refining, on ~~May 1, 2017.~~behalf of themselves and an alleged class of similarly situated unitholders (the “Call Option Lawsuits”). The ~~two cases were consolidated on May 10, 2017, captioned~~ ~~In re Appraisal~~Call Option Lawsuits primarily allege breach of ~~Federal-Mogul Holdings LLC, C.A. No. 2017-0158-AGB. Discovery is ongoing~~contract, tortious interference and ~~a trial date has not yet been set. Federal-Mogul~~breach of the implied covenant of good faith and fair dealing and seek monetary damages and attorneys’ fees, among other remedies, relating to CVR Energy's exercise of the call option under the CVR Refining Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner. The Call Option Lawsuits are in the earliest stages of litigation. CVR Energy believes ~~that it has a meritorious defense~~the Call Option Lawsuits are without merit 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. FM Products negotiated a settlement agreement with plaintiff's counsel which was approved by the required number of plaintiffs and, following a fairness hearing, given final approval by the court on July 13, 2018. FM Products will pay approximately $3 million pursuant to the settlement agreement, likely during the third quarter of 2018.them.

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~~

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

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

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

The Revised Directive required owners to identify their subject tank railcars and then from that population identify the 15% of subject tank railcars 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 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 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, 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.

Our Railcar segment has evaluated its potential exposure related to the Revised Directive and has a loss contingency reserve remaining of $9 million, as of June 30, 2018, to cover its probable and estimable liabilities with respect to our Railcar segment's response to the Revised Directive. The loss contingency reserve takes into account information available as of June 30, 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 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.

Pension Obligations

Mr. Icahn, through certain affiliates, owns 100% of Icahn Enterprises GP and approximately ~~91.3%~~91.7% of Icahn Enterprises' outstanding depositary units as of ~~June 30, 2018.~~March 31, 2019. 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"~~(the "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, ~~and our ownership of more than 80% in certain of our subsidiaries,~~ we and ~~certain of~~ 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%~~. ACF and Federal-Mogul, are~~, which includes the ~~sponsors~~liabilities of ~~several~~ pension ~~plans.~~plans sponsored by ACF. All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, byfor the ~~Pension Protection Act of 2006, for these~~ACF plans have been met as of ~~June 30, 2018 and December~~March 31, ~~2017.~~2019. If the plans were voluntarily terminated, they would be underfunded by approximately ~~$435 million and $424~~$61 million as of ~~June 30, 2018 and December~~March 31, ~~2017, respectively.~~2019. These results are based on the most recent information provided by the plans’ ~~actuaries.~~actuary. These liabilities could increase or 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 ACF pension ~~plans of ACF and Federal-Mogul.~~plans. 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 ACF 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%~~99.6% 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.~~group, including ACF. 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.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 former role as an advisor to the President. We ~~are cooperating~~cooperated with the request and ~~are providing~~provided information in response to the subpoena. The U.S. Attorney’s office for the Southern District of New York contacted Icahn Enterprises L.P. in June 2018 seeking production of information pertaining to trading in Manitowoc Company, Inc. securities. We cooperated with the request and provided documents in response to the subpoena. The U.S. Attorney’s office has not made any claims or allegations against us or Mr. ~~Icahn.~~Icahn with respect to either of the foregoing inquiries. We maintain a strong compliance program and, while no assurances can be made, we do not believe ~~this inquiry~~these inquiries will have a material impact on our business, financial condition, results of operations or cash flows.


~~17.~~18.	Supplemental Cash Flow Information.

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



	Three Months Ended March 31,
	2019			2018
	(in millions)
Cash payments for interest, net of amounts capitalized	$	157		$	159
Net cash (receipts) payments for income taxes, net of refunds	(2		)	1
Non-cash proceeds from sale of investment	34			—
Distribution payable	391			310

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.~~19.	Subsequent Events.

Icahn Enterprises

Distribution

On ~~July 31, 2018,~~April 30, 2019, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of ~~$1.75~~$2.00 per depositary ~~unit. The quarterly distribution is payable in either cash or additional depositary units, at the election of each depositary~~ unit, ~~holder and~~which will be paid on or about ~~September 18, 2018~~June 20, 2019 to depositary ~~unit holders~~unitholders of record at the close of business on ~~August~~May 13, ~~2018.~~2019. Depositary ~~unit holders~~unitholders will have until ~~September 7, 2018~~June 10, 2019 to make an election to receive either cash or additional depositary units; if a ~~holder~~unitholder does not make an election, it will automatically be deemed to have elected to receive the distribution in cash. Depositary ~~unit holders~~unitholders 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 ~~September 14, 2018.~~June 17, 2019. 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~~unitholders electing to receive depositary units. Any

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

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

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

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

Potential Open Market Sale Agreement

On May 2, 2019, Icahn Enterprises announced its intention to enter into an Open Market Sale Agreement, pursuant to which Icahn Enterprises may sell its depositary units, from time to time, for up to $400 million in aggregate sales proceeds. The proceeds from these transactions, if any, will be used to fund potential acquisitions as well as for general limited partnership purposes.

4238

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 unaudited condensed consolidated financial statements and the accompanying notes contained in this Quarterly Report on Form 10-Q for the period ended ~~June 30, 2018~~March 31, 2019 (this "Report")., as well as our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on March 1, 2019.

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 owns a 99% limited partner interest in Icahn Enterprises ~~Holdings L.P. ("Icahn Enterprises Holdings").~~ 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.

~~Significant Transactions and Developments~~

~~Discontinued Operations.~~ ~~In April 2018,~~ Our historical results also report the results of our Railcar segment through the date we ~~announced definitive agreements to sell Federal-Mogul LLC ("Federal-Mogul") and Tropicana Entertainment Inc. ("Tropicana"). The transactions are expected to close~~sold our last remaining railcars on lease, which occurred in the ~~second half~~third quarter 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~~Revenues for our continuing operating businesses primarily consist of net sales of various products, services revenue, franchisor operations and leasing of ~~certain assets.~~real estate. 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, including other revenues and expenses included in continuing operations as well as our results from discontinued operations. In addition to the summarized financial results below, refer to Note ~~11,~~12, "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.

The comparability of our summarized consolidated financial results ~~from continuing operations~~ presented below is affected primarily by ~~among other factors, (i)~~ the performance of the Investment Funds ~~(ii) various acquisitions, primarily within~~and our ~~Automotive segment during 2017~~Holding Company's realized and ~~(iii) dispositions of assets, primarily with respect to our railcar lease fleet in 2017.~~unrealized equity investment gains and losses. Refer to our respective segment discussions and "Other Consolidated Results of Operations," below for further discussion.


	Revenues				Net Income (Loss) From Continuing Operations						Net Income (Loss) From Continuing Operations Attributable to Icahn Enterprises						Revenues					Net Income (Loss) From Continuing Operations						Net Income (Loss) From Continuing Operations Attributable to Icahn Enterprises
	Three Months Ended June 30,				Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended March 31,					Three Months Ended March 31,						Three Months Ended March 31,
	2018		2017		2018			2017			2018			2017			2019			2018		2019			2018			2019			2018
	(in millions)																(in millions)
Investment	$	399	$	321	$	397		$	273		$	157		$	97		$	(568	)	$	428	$	(588	)	$	401		$	(295	)	$	161
Holding Company																	(44		)	26		(122		)	(83		)	(122		)	(83		)

Other Operating Segments:
Energy																	1,487			1,539		90			81			66			50
Automotive	737		697		(18		)	(2		)	(18		)	(2		)	697			686		(42		)	(34		)	(42		)	(34		)
Energy	1,922		1,433		68			(29		)	42			(13		)
Railcar	148		1,700		7			1,007			4			1,003
Food Packaging																	92			91		(5		)	(3		)	(3		)	(3		)
Metals	131		102		3			1			3			1			93			119		(3		)	4			(3		)	4
Mining	31		24		5			6			4			5
Food Packaging	97		97		(1		)	—			—			—
Real Estate	29		25		8			2			8			2			23			27		4			7			4			7
Home Fashion	46		45		(3		)	(4		)	(3		)	(4		)	39			42		(4		)	(5		)	(4		)	(5		)
Holding Company	38		21		(33		)	413			(33		)	413
	$	3,578	$	4,465	$	433		$	1,667		$	164		$	1,502
Mining																	36			20		6			(6		)	5			(4		)
Railcar																	—			5		—			5			—			5
Other operating segments																	2,467			2,529		46			49			23			20
Consolidated																	$	1,855		$	2,983	$	(664	)	$	367		$	(394	)	$	98

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 ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, we had investments with a fair market value of approximately ~~$3.3~~$4.8 billion and ~~$3.0~~$5.1 billion, respectively, in the Investment Funds. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us) was approximately ~~$5.1~~$4.7 billion and ~~$4.4~~$5.0 billion, respectively.

Our Investment segment's results of operations are reflected in net income on(loss) in 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 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 ~~June 30, 2018.~~March 31, 2019.

For the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ our Investment Funds' returns were ~~4.9%~~(5.8)% and ~~4.3%, respectively, and for the six months ended June 30, 2018 and 2017, our Investment Funds' returns were 10.5% and 1.4%~~5.3%, 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 June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Long positions	6.5	%	3.8	%	9.7	%	4.4	%	7.0	%	3.0	%
Short positions	(1.7	)%	0.7	%	0.1	%	(2.7	)%	(12.8	)%	1.8	%
Other	0.1	%	(0.2	)%	0.7	%	(0.3	)%	0.0	%	0.5	%
	4.9	%	4.3	%	10.5	%	1.4	%	(5.8	)%	5.3	%

The following table presents net (loss) income ~~(loss)~~ for our Investment segment for the three and ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~2018.


	Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
	2018			2017			2018		2017			2019			2018
	(in millions)											(in millions)
Long positions	$	532		$	241		$	725	$	660		$	715		$	193
Short positions	(149		)	49			21		(535		)	(1,306		)	170
Other	14			(17		)	52		(44		)	3			38
	$	397		$	273		$	798	$	81		$	(588	)	$	401

Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

For the three months ended ~~June 30, 2018,~~March 31, 2019, the Investment Funds' ~~positive~~negative performance was driven by net losses in their short positions offset in part by net gains in their long positions. The negative performance of our Investment segment's short positions ~~offset in part~~was driven by the negative performance of broad market hedges of approximately $1.1 billion and the aggregate performance of short positions with net losses ~~in their short positions.~~across various sectors. The positive performance of our Investment segment's long positions was driven by gains from a technology sector investment, an energy sector investment and a ~~consumer, non-cyclical~~basic materials sector investment with gains aggregating ~~$478 million, offset in part by losses from a consumer non-cyclical sector investment of $106~~$573 million. The aggregate performance of investments with net gains across various other sectors accounted for ~~the~~an additional positive performance of our Investment segment's long positions. ~~Losses in short positions were attributable to the negative~~The positive performance of ~~broad market hedges of $167 million~~long positions was offset in part by ~~the performance~~losses from a consumer, non-cyclical sector investment with a loss of ~~short positions with net gains across various other sectors.~~$168 million.

For the three months ended ~~June 30, 2017, our~~March 31, 2018, the Investment Funds' positive performance was driven by net gains in their long and short positions. The positive performance of our Investment segment's long positions was driven by gains from ~~two~~a consumer, non-cyclical sector ~~investments with gains aggregating $422 million. The aggregate performance~~investment of ~~investments with gains across various other sectors accounted for the additional positive performance of our Investment segment's long positions. These gains were~~$544 million offset in part by the aggregate performance of investments with net losses ~~across various sectors,~~

~~including a~~in the consumer, ~~non-cyclical sector investment with a loss of $141 million.~~cyclical, basic materials and industrial sectors. 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 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 aggregate performance of investments with net losses across various other sectors.

For the six months ended 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 with gains aggregating approximately $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. These gains were offset in part by the aggregate performance of investments with losses 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 $1.1 billion~~$136 million and the ~~negative~~positive 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 $628 million.~~sector.

~~Automotive~~

Our Automotive segment's results of operations are generally driven by the distribution and installation of automotive 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 acquisitions of 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, expanded our market presence, strengthened our parts distribution 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 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 businesses including, but not limited to, supply chain and information technology capabilities.~~

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 June 30, 2018 and 2017~~

Net sales and automotive services labor revenues for our Automotive segment for the three months ended June 30, 2018 increased by $43 million (6%) as compared to the comparable prior year period. The increase was due to acquisitions which accounted for $33 million of the increase and organic revenue growth of $28 million, offset in part by $18 million from the effects of the adoption of FASB ASC Topic 606. On an organic basis, commercial sales increased $17 million (7%) driven by growth in both Pep Boys commercial programs as well as increases in IEH Auto sales, service sales (including labor) increased $13 million (4%) due to 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 June 30, 2018 increased by $9 million (2%), as compared to the comparable prior year period. The increase was due to volume increases offset in part by the effects of 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 June 30, 2018 increased by $34 million (17%) as compared to the comparable prior year period. Gross margin as a percentage of net sales and automotive services labor revenues was 32% and 29% for the three months ended June 30, 2018 and 2017, respectively. The improvement in gross margin primarily reflects higher margin percentages from franchisor operations as well as higher margins in automotive services due to cost improvements and selective price increases.

~~SixMonths EndedJune 30, 2018 and 2017~~

Net sales and automotive services labor revenues for our Automotive segment for the six months ended June 30, 2018 increased by $92 million (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 offset in part by the effects of the adoption of FASB ASC Topic 606 as discussed above. Gross margin on net sales and automotive services labor revenues for the six months ended June 30, 2018 increased by $65 million (17%) as compared to the comparable prior year period. Gross margin as a percentage of net sales and automotive services labor revenues was 31% and 29% for the six months ended June 30, 2018 and 2017, respectively. The improvement in gross margin primarily reflects higher margin percentages from franchisor operations as well as higher margins in automotive services due to cost improvements and selective price increases.

Energy

Our Energy segment is primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately ~~95%,~~94% and ~~94%~~95% of our Energy segment's net sales for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 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"). 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~~depend 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~~short-term fluctuations in the ~~value~~market price of ~~its unhedged on-hand~~ inventory. The effect of changes in crude oil prices on 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, 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 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,~~17, "Commitments and Contingencies," to the condensed consolidated financial statements for further discussion of RINs.


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
	(in millions)								(in millions)
Net sales	$	1,914	$	1,434	$	3,451	$	2,942	$	1,486	$	1,537
Cost of goods sold	1,776		1,416		3,206		2,834		1,303		1,385
Gross margin	$	138	$	18	$	245	$	108	$	183	$	152

Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

Net sales for our Energy segment ~~increased~~decreased by ~~$480~~$51 million ~~(33%~~(3%) for the three months ended ~~June 30, 2018~~March 31, 2019 as compared to the comparable prior year period, primarily due to a decrease in our petroleum business' nets sales offset in part by an increase in our nitrogen fertilizer business' net sales. Our petroleum business' net sales decreased $63 million due to a decrease in gasoline sales, with higher volumes more than offset by a decrease in crack spreads, offset in part by an increase in sales of distillates as a result of improved spreads. Our nitrogen fertilizer business' net sales increased $12 million primarily due to an increase in UAN sales due to favorable pricing conditions offset in part by lower sales volumes.

Cost of goods sold for our Energy segment decreased by $82 million (6%) for the three months ended March 31, 2019 as compared to the comparable prior year period. The ~~increase~~decrease was primarily due to our petroleum business as a result of higher sales prices, including increases of approximately 32% for gasoline and 42% for distillates as compared to the comparable prior year period. This increase was offset in 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 $360 million (25%) for the three 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 higherlower cost of consumed crude oil ~~costs~~ due to ~~an increase~~a decrease in crude oil ~~prices. This increase was~~prices, offset in part by ~~volume decreases for our petroleum business' products and lower third-party costs and volume for our nitrogen fertilizer business.~~

an increase in the net cost of RINs. Gross margin for our Energy segment increased by ~~$120~~$31 million for the three months ended ~~June 30, 2018~~March 31, 2019 as compared to the comparable prior year period. Gross margin as a percentage of net sales was 7%12% and 1%10% for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, with an increase attributable to our petroleum business offset in part by a decrease attributable to our fertilizer business.~~respectively. The increase in the gross margin as a percentage of net sales for our petroleum business was primarily due to higher sales volumes with a lower cost of consumed crude oil. The increase in the gross ~~margins per barrel resulting~~margin as a percentage of net sales for our nitrogen fertilizer business was due to improved pricing for UAN and ammonia.

Automotive

Our Automotive segment's results of operations are generally driven by the distribution and installation of automotive aftermarket parts and are affected by the relative strength of automotive part replacement trends, among other factors. Acquisitions in recent years within our Automotive segment provided operating synergies, expanded our market presence, strengthened our parts distribution channel and enhanced our Automotive segment's ability to better service its customers. However, our automotive aftermarket parts business is in a highly competitive industry and is smaller than several of its competitors, who have greater financial resources and operational capabilities. Our Automotive segment continues to evaluate strategic alternatives with respect to the aftermarket parts business.

Our Automotive segment is in the process of implementing a multi-year transformation plan, which includes the integration and restructuring of the operations of its businesses. 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;

Optimizing the value of the commercial parts distribution business in high volume markets;

Improving inventory management 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

Business process improvements, including investments in our supply chain and information technology capabilities.

The following table presents our Automotive segment's operating revenue, cost of revenue and gross margin. Our Automotive segment's results of operations also include automotive services labor. Automotive services labor revenues are included in other revenues from ~~a higher spread between crude oil~~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 ~~transportation fuels pricing.~~automotive services labor revenues below.

~~Six~~



	Three Months Ended March 31,
	2019		2018
	(in millions)
Net sales and other revenue from operations	$	693	$	686
Cost of goods sold and other expenses from operations	494		474
Gross margin	$	199	$	212

ThreeMonths Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

Net sales and other revenue from operations for our ~~Energy~~Automotive segment for the three months ended March 31, 2019 increased by ~~$509~~$7 million ~~(17%~~(1%) ~~for the six months ended June 30, 2018~~ as compared to the comparable prior year period. The increase was ~~primarily~~attributable to an increase in automotive services revenues of $11 million (3%), including $7 million (2%) on an organic basis, due to ~~our petroleum business as a result of higher sales prices, including increases of approximately 26% for gasoline~~growing do-it-for-me and ~~35% for distillates as compared to the comparable prior year period. This increase was~~fleet businesses, offset in part by a decrease in aftermarket parts sales ~~volume for our petroleum and nitrogen fertilizer business' products.~~of $4 million. On an organic basis, aftermarket parts sales remained flat over the comparable period as an increase in commercial sales of $13 million, driven by increases in Pep Boys commercial programs, was offset by a decrease in retail sales.

Cost of goods sold and other expenses from operations for ~~our Energy segment~~the three months ended March 31, 2019 increased by ~~$372~~$20 million ~~(13%~~(4%) ~~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~~sales volumes as well as ~~by volume decreases for our petroleum business' products.~~

a reduction in vendor support funds. Gross margin ~~for our Energy segment increased by $137 million~~on net sales and automotive services labor revenues for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 decreased by $13 million (6%) as compared to the comparable prior year period. Gross margin as a percentage of net sales and automotive services labor revenues was 7%29% and 4%31% for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, respectively. Our Automotive segment has experienced some margin rate contraction for its services and ~~2017, respectively, with an increase attributable~~parts businesses due to ~~our petroleum business offset~~the reduction in ~~part~~vendor support funds and other unfavorable margin adjustments.

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 March 31, 2019 and 2018

Net sales for the three months ended March 31, 2019 decreased by $2 million (2%) as compared to the corresponding prior year period. The decrease ~~attributable~~was primarily due to ~~our fertilizer business. The increase in~~ the ~~gross~~unfavorable effects of foreign exchange and lower sales volumes. Cost of goods sold for the three months ended March 31, 2019 decreased by $2 million (3%) as compared to the corresponding prior year period due to lower sales volume and the favorable effects of foreign exchange. 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. On June 1, 2017 we sold American Railcar Leasing, LLC ("ARL") along with a majority of its railcar lease fleet. We sold the substantial majority of the remaining railcars previously owned by ARL throughout the remainder of 2017 and the first half of 2018.

Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
(in millions)
Net Sales/Other Revenues From Operations:
Manufacturing $ 90
$ 55
$ 154
$ 116
Railcar Leasing 35
95
69
214
Railcar Services 22
26
40
40
$ 147
$ 176
$ 263
$ 370
Cost of Goods Sold/Other Expenses From Operations:
Manufacturing $ 84
$ 50
$ 142
$ 105
Railcar Leasing 14
23
27
57
Railcar Services 18
16
34
25
$ 116
$ 89
$ 203
$ 187
Gross Margin:
Manufacturing $ 6
$ 5
$ 12
$ 11
Railcar Leasing 21
72
42
157
Railcar Services 4
10
6
15
$ 31
$ 87
$ 60
$ 183

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

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

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

~~Total manufacturing revenues~~21% for the three months ended June 30, 2018 increased by $35 million (64%) as compared to the comparable prior year period. The increase was primarily due to an increase in shipments to non-leasing customers 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 hopperMarch 31, 2019 and ~~tank railcars.~~

Gross margin from manufacturing operations for the three months ended June 30, 2018 increased by $1 million as compared to the comparable prior year period. Gross margin from manufacturing operations as a percentage of manufacturing revenues was 7% and 9% for the three months ended June 30, 2018 and 2017, 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 June 30, 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 13,128 railcars at June 30, 2018 from 16,905 railcars at June 30, 2017.~~

~~Six Months Ended June 30, 2018 and 2017~~

Total manufacturing revenues for the six months ended June 30, 2018 increased by $38 million (33%) as compared to the comparable prior year period. The increase was primarily due to an increase in shipments to non-leasing customers 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 six months ended June 30, 2018 increased by $1 million as compared to the comparable prior year period. Gross margin from manufacturing operations as a percentage of manufacturing revenues was 8% and 9% for the six months ended June 30, 2018 and 2017, 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 six months ended June 30, 2018 as compared to the comparable prior year period due to a decrease in leased railcars as a result of the sale of ARL in 2017 as well as a decrease in weighted average lease rates. The lease fleet decreased to 13,128 railcars at June 30, 2018 from 16,905 railcars at June 30, 2017.

2018.

Metals

The scrap metals business is highly cyclical and is substantially dependent upon the overall economic conditions in the 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 ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

Net sales for the three months ended ~~June 30, 2018 increased~~March 31, 2019 decreased by ~~$30~~$25 million ~~(29%~~(21%) compared to the comparable prior year period ~~primarily~~ due to ~~higher~~lower shipment volumes ~~of ferrous~~ and ~~non-ferrous materials and higher~~lower 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 pricingmetal, particularly non-ferrous residue material, which was ~~also driven primarily by the increased demand from domestic steel mills. Non-ferrous shipment volumes increased primarily~~lower due to the ~~capital investment in aluminum processing at one of our facilities made in late 2017, while higher pricing reflected higher terminal market prices.~~trade dispute with China.

Cost of goods sold for the three months ended ~~June 30, 2018 increased~~March 31, 2019 decreased by ~~$26~~$18 million ~~(27%~~(16%) compared to the comparable prior year period. The ~~increase~~decrease was primarily due to ~~higher~~lower shipment volumes, as discussed above, and ~~to increased~~lower material costs due to ~~higher~~lower market prices. Gross margin as a percentage of net sales was 6%1% and 4%7% for the three months ended ~~June 30,~~March 31, 2019 and 2018, respectively, due to unfavorable market conditions as material has become more competitive to purchase.

Real Estate

Real Estate revenues and ~~2017, respectively.~~ expenses primarily include sales of residential units, results from club operations, rental income and expenses, including income from financing leases, and hotel, timeshare and casino operations. Sales of residential units are included in net sales in our condensed consolidated statements of operations. Results from club and rental operations, including financing lease income, and hotel, timeshare and casino operations are included in other revenues from operations in our condensed consolidated statements of operations. Revenue from our real estate operations for each of the three and three months ended March 31, 2019 and 2018 were substantially derived from income from club and rental operations.

Home Fashion

Our ~~Metals segments continues to focus on disciplined buying and efforts to bring processing costs in line with volume and market pricing.~~Home Fashion segment is significantly influenced by the overall economic environment, including consumer spending, at the retail level, for home textile products.

~~Six~~Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

Net sales for the ~~six~~three months ended ~~June 30, 2018 increased~~March 31, 2019 decreased by ~~$45~~$3 million ~~(22%~~(7%) compared to the comparable prior year period ~~primarily~~ due to 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 at one of our facilities made in late 2017, while higher pricing reflected higher terminal market prices.

lower sales volume. Cost of goods sold for the ~~six~~three months ended ~~June 30, 2018 increased~~March 31, 2019 decreased by ~~$40~~$3 million ~~(21%~~(8%) compared to the comparable prior year ~~period. The increase was primarily~~period due to ~~higher shipment volumes, as discussed above, and to increased material costs due to higher market prices.~~lower sales volume. Gross margin as a percentage of net sales was 6%15% and 5%14% for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. ~~As discussed above, our Metals segments continues to focus on disciplined buying and efforts to bring processing costs in line with volume and market pricing.~~

Mining

Our Mining segment's performance 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 ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

Net sales for the three months ended ~~June 30, 2018~~March 31, 2019 increased $4$15 million as compared to the comparable prior year period primarily due to iron ore price increases and ~~volume increases.~~an increase in volumes. Cost of goods sold for the three months ended ~~June 30, 2018~~March 31, 2019 increased $6$3 million ~~(46%) compared to the comparable prior year period due to a certain plant operation resuming in 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 six months ended June 30, 2018 increased $6 million (20%(18%) compared to the comparable prior year period due to a certain plant operation resuming in 2018, increasing the cost of production ~~offset in part by volume decreases.~~to produce a higher quality of iron ore.

~~Food Packaging~~

Holding Company

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

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

Net sales for the three months ended June 30, 2018 increased by $5 million (5%) as compared to the corresponding prior year period. The increase was primarily due to higher sales volume 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 June 30, 2018 increased by $5 million (7%) as compared to the corresponding prior year 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 June 30, 2018 and 2017, respectively.

~~Six Months Ended June 30, 2018 and 2017~~

Net sales for the six months ended June 30, 2018 increased by $12 million (6%) as compared to the corresponding prior year period. The increase was primarily due to higher sales volume and the favorable effects of foreign exchange, offset in part by unfavorable price and product mix. Cost of goods sold for the six months ended June 30, 2018 increased by $14 million (10%) as compared to the corresponding prior year 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 22% and 24% for the six months ended 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 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 operationssenior unsecured notes for each of the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 and ~~2017 were substantially derived~~2018. In addition, our Holding Company has investment gains and losses from ~~income~~debt and equity investments. During 2019, net loss 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.~~

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

Net sales for the three months ended June 30, 2018 was flat compared to the comparable prior year period. Cost of goods sold for the three months ended June 30, 2018 decreased by $1 million (3%) compared to the comparable prior year period. The decreaseinvestment activities was primarily ~~due~~attributable to ~~product mix. Gross margin as~~an unrealized loss from an equity investment offset in part by a ~~percentage of net sales~~realized gain from an equity investment. During 2018, unrealized gains from an equity investment was ~~13% and 11% for the three months ended June 30, 2018 and 2017, respectively.~~offset in part by unrealized losses from a debt investment.

~~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 six months ended June 30, 2018

decreased by $5 million (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 14% and 13% for the six months ended June 30, 2018 and 2017, respectively.

Other Consolidated Results of Operations

~~Gain On Disposition of Assets, Net~~

On June 1, 2017, we closed on the initial sale of ARL, resulting in a pretax gain on disposition of assets of approximately $1.5 billion recorded by our Railcar segment for the three and six months ended June 30, 2017.

Selling, General and Administrative

Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

Our consolidated selling, general and administrative ~~for~~during the three months ended ~~June 30, 2018 increased~~March 31, 2019 decreased by ~~$45~~$2 million ~~(15%)~~ as compared to the ~~comparable~~corresponding prior year period. ~~The increase was primarily attributable to an increase from our~~Our Automotive segment ~~of $46 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.~~

~~Six Months Ended June 30, 2018 and 2017~~

~~Our consolidated~~ selling, general and administrative ~~for the six months ended June 30, 2018 increased by $75~~decreased $6 million ~~(12%~~(2%) as ~~compared to the comparable prior year period. The increase was primarily attributable to an increase from our Automotive segment~~a result of ~~$88 million primarily due to the inclusion of various acquisitions of automotive businesses~~certain shared service center cost reductions as well as ~~costs associated with~~other cost reduction initiatives implemented after the ~~growth~~first quarter of 2018. Our Energy segment selling, general and administrative increased $5 million (16%) due to higher share-based compensation expense, as a result of an increase is CVR Energy share prices in the ~~commercial parts business. This increase was offset in part by~~first quarter of 2019 compared to a decrease in ~~our Railcar segment due to~~ the ~~sale of ARL in the second~~first quarter of ~~2017.~~2018.

Interest Expense

Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

Our consolidated interest expense during the three months ended ~~June 30, 2018~~March 31, 2019 decreased by ~~$52~~$8 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 average 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 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 the sale of ARL in the second quarter of 2017. These decreases were offset in part by higher interest expense from our Holding Company due to debt refinancing in December 2017, resulting in debt with higher interest rates.periods.

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,~~14, "Income Taxes," to the condensed consolidated financial statements for a discussion of income taxes.

Discontinued Operations

As discussed in Note 1, "Description of Business," we operated discontinued operations previously included in our Automotive ~~segment~~and Railcar segments and our former Gaming segment effective in ~~the second quarter of~~ 2018. The sales of ~~the~~each of these businesses ~~are each expected to close~~closed in the ~~second half~~fourth quarter of 2018.

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

See Note ~~12,~~13, "Discontinued Operations," for financial information with respect to each of our discontinued operating businesses.

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 ~~June 30, 2018,~~March 31, 2019, our Holding Company had cash and cash equivalents of ~~$79 million~~approximately $2.1 billion and total debt of approximately $5.5 billion. As of ~~June 30, 2018,~~March 31, 2019, our Holding Company had investments in the Investment Funds with a total fair market value of approximately ~~$3.3~~$4.8 billion. We may redeem our direct investment in the Investment Funds upon notice. See ~~"Segment Liquidity and Capital Resources"~~"Investment Segment Liquidity" below for additional information with respect to our Investment segment liquidity.

~~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~~ See "Consolidated Cash Flows" below for additional ~~liquidity~~information with respect to our Holding ~~Company. Each transaction is expected~~Company liquidity.

Subsequent Events

Subsequent to ~~close in the second half of 2018. Refer to Note 1, "Description of Business," to the condensed consolidated financial statements for further discussion.~~

~~Distributions From/Investments In Subsidiaries~~

~~During the six months ended June 30, 2018, we received $77 million in aggregate dividends and distributions from our Energy segment. In addition,~~March 31, 2019, CVR Energy and CVR Refining declared a quarterly dividend and distribution, respectively, which will result in an additional aggregate $57 million in dividends and distributions payable to 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~~should result in an additional $5$54 million in dividends payable to us in the ~~third~~second quarter of ~~2018.~~2019.

~~During the six months ended June 30, 2018, we received $22~~On May 2, 2019, Icahn Enterprises announced its intention to enter into an Open Market Sale Agreement, pursuant to which Icahn Enterprises may sell its depositary units, from time to time, for up to $400 million in ~~distributions~~aggregate sales proceeds. The proceeds 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~~these transactions, if any, will be used to ~~78.6% through a rights offering~~fund potential acquisitions as well as for ~~additional shares of Viskase common stock for an aggregate additional investment of $44 million.~~general limited partnership purposes.

Holding Company Borrowings and Availability


	June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
	(in millions)				(in millions)
6.000% senior unsecured notes due 2020	$	1,703	$	1,703	$	1,702	$	1,702
5.875% senior unsecured notes due 2022	1,342		1,342		1,344		1,344
6.250% senior unsecured notes due 2022	1,215		1,216		1,213		1,213
6.750% senior unsecured notes due 2024	498		498		498		498
6.375% senior unsecured notes due 2025	747		748		748		748
	$	5,505	$	5,507	$	5,505	$	5,505

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~~March 31, 2019 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 ~~June 30,~~March 31, 2019 and December 31, 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,~~March 31, 2019, based on covenants in the indentures governing our senior unsecured notes, we are permitted to incur approximately ~~$705 million~~$1.2 billion of additional indebtedness.

Distributions on Depositary Units

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we declared ~~two~~a quarterly ~~distributions aggregating $3.50~~distribution of $2.00 per depositary unit. Mr. Icahn and his affiliates elected to receive their proportionate share of ~~these distributions~~this distribution in depositary units. Mr. Icahn and his affiliates owned approximately ~~91.3%~~91.7% of Icahn Enterprises' outstanding depositary units as of ~~June 30, 2018.~~March 31, 2019. In connection with ~~these distributions,~~this distribution, aggregate cash distributions to all depositary unitholders was ~~$47~~$26 million ~~during the six months ended June 30, 2018~~in April 2019.

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.

Investment Segment Liquidity

~~During the six months ended June 30, 2018, affiliates of Mr. Icahn (excluding us and our subsidiaries) invested $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 ~~June 30, 2018,~~March 31, 2019, the Investment Funds' had a net ~~long~~short notional exposure of ~~11%~~43%. The Investment Funds' long exposure was ~~99% (97%~~82% (80% long equity and 2% long ~~credit and other)~~credit) and its short exposure was ~~88% (85%~~125% (119% short equity, 3%6% 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 ~~June 30, 2018.~~March 31, 2019.

Of the Investment Funds' ~~99%~~82% long exposure, ~~96%~~75% was comprised of the fair value of its long positions (with certain adjustments) and 3%7% was comprised of single name equity forward contracts and credit contracts. Of the Investment Funds' ~~88%~~125% short exposure, 4% was comprised of the fair value of our short positions and ~~84%~~121% was comprised of ~~short credit default swap contracts and~~ short broad market index swap derivative contracts and short credit default swap contracts.

With respect to both our long positions that are not notionalized ~~(96%~~(75% long exposure) and our short positions that are not notionalized (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 ~~(84%~~(121% 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		March 31, 2019		December 31, 2018
	(in millions)				(in millions)
Energy					$	467	$	668
Automotive	$	53	$	52	65		43
Energy	534		482
Railcar	104		100
Food Packaging					33		46
Metals	11		24		11		20
Mining	11		15
Food Packaging	46		16
Real Estate	30		32		41		39
Home Fashion	1		—		1		1
	$	790	$	721	$	618	$	817

Our Mining segment had $39 million and $11 million of cash and cash equivalents included in assets held for sale as of March 31, 2019 and December 31, 2018, respectively.

Segment Borrowings and Availability

Segment debt consists of the following:


	June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
	(in millions)				(in millions)
Energy					$	1,196	$	1,170
Automotive	$	324	$	340	405		372
Energy	1,167		1,166
Railcar	533		546
Food Packaging					271		273
Metals	1		1		1		—
Mining	54		58
Food Packaging	270		273
Real Estate	20		22		2		2
Home Fashion	6		5		12		4
	$	2,375	$	2,411	$	1,887	$	1,821

Our Mining segment had $53 million and $55 million of debt included in liabilities held for sale as of March 31, 2019 and December 31, 2018.

Refer to our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 for information concerning terms, restrictions and covenants pertaining to our subsidiaries' debt. As of ~~June 30, 2018,~~March 31, 2019, all of our subsidiaries ~~are~~were in compliance with all debt covenants.

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


	June 30, 2018		March 31, 2019
	(in millions)		(in millions)
Energy			$	443
Automotive	$	96	90
Energy	444
Railcar	200
Food Packaging	8		7
Metals			51
Home Fashion	24		18
	$	772	$	609

~~In addition to the above, in July 2018, our Metals segment obtained an asset-based lending facility with borrowing availability of up to $65 million.~~ The above outstanding debt and borrowing availability with respect to each of our continuing operating segments reflects third-party obligations. ~~Certain terms of financings~~

Subsidiary Payments for ~~certain of our businesses impose restrictions on the business' ability to transfer funds~~Acquisition

On January 29, 2019, CVR Energy paid $241 million, excluding payments to us, ~~including restrictions on dividends, distributions, loans and other transactions.~~for the acquisition of the remaining common units of CVR Refining from non-controlling interests.

~~Subsidiary Dividends and Distributions to Non-Controlling Interests~~

~~During the six months ended June 30, 2018, our Energy and Railcar segments had dividends and distributions to non-controlling interests of $58 million and $6 million, 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 include transactions with our Investment and 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 to and distributions from Mr. Icahn and his affiliates (including Icahn Enterprises and Icahn Enterprises Holdings), which are included in net cash flows from financing activities. Our other operating segments' cash flows are driven by the activities and performance of each business as well as transactions with our Holding Company, as discussed below.

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


	Six Months Ended June 30, 2018									Six Months Ended June 30, 2017									Three Months Ended March 31, 2019									Three Months Ended March 31, 2018
	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	$	(166	)	$	(233	)	$	(48	)	$	(146	)	$	107		$	467		$	(128	)	$	435		$	—		$	(152	)	$	(175	)	$	—
Investment	(709		)	—			280			(1,380		)	—			1,600			(360		)	—			—			(424		)	—			280

Other Operating Segments:
Energy																			228			(42		)	(387		)	25			(20		)	(67		)
Automotive	(139		)	(57		)	253			(97		)	(53		)	148			(51		)	(45		)	118			(169		)	(25		)	173
Energy	229			(41		)	(136		)	242			(59		)	(89		)
Railcar	52			(3		)	(45		)	134			(89		)	(234		)
Food Packaging																			(3		)	(7		)	(1		)	(2		)	(5		)	44
Metals	(10		)	(2		)	(1		)	(3		)	(3		)	11			(5		)	(5		)	1			(6		)	(1		)	—
Mining	(1		)	(23		)	20			15			(17		)	13
Food Packaging	(2		)	(11		)	43			5			(40		)	9
Real Estate	27			(1		)	(20		)	8			51			(32		)	7			(6		)	(23		)	14			(3		)	(13		)
Home Fashion	5			(2		)	1			—			(2		)	2			(6		)	(1		)	7			1			(1		)	5
Mining																			30			(4		)	2			—			(13		)	11
Other operating segments	161			(140		)	115			304			(212		)	(172		)	200			(110		)	(283		)	(137		)	(68		)	153
Discontinued operations	228			(255		)	(58		)	285			(181		)	(21		)	—			—			—			118			(154		)	(18		)
Total before eliminations	(486		)	(628		)	289			(937		)	(286		)	1,874			(288		)	325			(283		)	(595		)	(397		)	415
Eliminations	—			233			(233		)	—			801			(801		)	—			(11		)	11			—			190			(190		)
Consolidated	$	(486	)	$	(395	)	$	56		$	(937	)	$	515		$	1,073		$	(288	)	$	314		$	(272	)	$	(595	)	$	(207	)	$	225

Eliminations

Eliminations in the table above relate to certain of our Holding Company's transactions with our Investment and other operating segments. Our Holding Company's net ~~investments in~~(investments in) distributions from the Investments Funds ~~were zero and $1.0 billion 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 Investment segment. ~~Our~~Similarly, our Holding Company's net distributions from (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. In addition, during January 2019, our Holding Company ~~repaid a loan~~sold its direct investment in CVR Refining to CVR Energy, which is included in cash flows from investing activities for our ~~Railcar segment of $120 million during the six months ended June 30, 2017.~~

Holding Company and cash flows from financing activities for our Energy segment.

Holding Company

Our Holding Company's cash flows from operating activities for each of the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ were primarily attributable to our semi-annual interest payments on our senior unsecured notes.

Our Holding Company's cash flows from investing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2019 were primarily due to our sale of a certain equity investment for which we received cash of $424 million during the quarter as well as the sale of our direct investment in CVR Refining to CVR Energy for $60 million. During the three months ended March 31, 2019, we also received dividends and distributions from our Energy and Real Estate segments aggregating $77 million and we had

aggregate investments in our Automotive segment of $126 million. Our Holding Company's cash flows from investing activities for the three months ended March 31, 2018 were due to an aggregate investment in our Automotive segment of ~~$240~~$190 million and contributions to our Food Packaging segment in connection with Viskase's rights offering of $44 million, ~~and other net contributions to our subsidiaries of $74 million,~~ offset in part by dividends and distributions received from our Energy ~~Railcar~~ and Real Estate segments aggregating ~~$125 million. For the six months ended June 30, 2017, our Holding Company had proceeds of approximately $1.3 billion from~~$50 million and the sale of additional railcars previously owned by ARL and aggregate dividends and distributions received from our Energy, Railcar and Real Estate segments 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 for ~~$254 million and other net contributions to our subsidiaries of $34 million.~~

Our Holding Company's cash flows from financing activities for the six months ended 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 were due to aggregate proceeds from our rights 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 $20 million, offset in part by repayment of an intercompany loan due to ARL of $120 million and payments on our aggregate quarterly distributions of $40$15 million.

Investment Segment

Our Investment segment's cash flows from operating activities for the comparable periods were attributable to its net investment transactions.

Our Investment segment's cash flows from financing activities for the ~~comparable periods~~three months ended March 31, 2018 were ~~due~~attributable to ~~net contributions from our Holding Company and~~ Mr. Icahn and his ~~affiliates. For the six months ended June 30, 2018, Mr. Icahn and his affiliates~~affiliates' (excluding us) ~~invested~~investment of $280 million in the Investment Funds. For the six months ended June 30, 2017, our Holding Company invested $1.0 billion in the Investment Funds, net of redemptions and Mr. Icahn and his affiliates (excluding us) invested an additional $600 million in the Investment Funds.

Other Operating Segments

Our other operating segments' cash flows from continuing operating activities ~~were primarily attributable to~~included net cash flows from operating activities before changes in operating assets and liabilities of ~~$388~~$171 million and ~~$396~~$155 million for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively.~~respectively, primarily attributable to our Energy segment. The change in ~~net~~ cash ~~provided by~~flows from continuing operating activities ~~from our other operating segments in 2018~~for the three months ended March 31, 2019 as compared to ~~2017~~the comparable prior year period was primarily ~~attributable~~due to changes in ~~operating assets~~working capital attributable to our Energy and ~~liabilities, particularly from~~Automotive segments. For our Energy segment, ~~offset~~working capital in ~~part~~2018 was impacted by the reduction of our petroleum business' renewal volume obligation. For our Automotive ~~segment.~~segment, working capital was impacted by inventory purchases and timing of other operating payments and receipts.

Our other operating ~~segments~~segments' cash flows from continuing investing activities ~~for the six months ended June 30, 2018 and 2017~~ were primarily due to capital ~~expenditures.~~expenditures, primarily within our Energy and Automotive segments. In addition, our Automotive segment invested an additional $25 million in 767 Leasing LLC in 2019 compared to $5 million in 2018 and had net payments for the acquisition of businesses of $10 million in 2019 compared to $1 million in 2018.

Our other operating segments' cash flows from continuing financing activities were primarily due to our Energy segment's payments to acquire the remaining common units of CVR Refining not already owned by CVR Energy in 2019 for $301 million, including $60 million paid to our Holding Company for our direct ownership in CVR Refining. In addition, our other operating segments also had net contributions from our Holding Company of $49 million and $190 million for the three months ended March 31, 2019 and 2018, respectively, as described above. For the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~our Automotive segment's capital expenditures were $37 million, primarily for store improvements,~~ our Energy segment had ~~capital expenditures~~distributions to non-controlling interests 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$30 million and ~~$17~~$28 million, ~~respectively.~~

~~Our other operating segments cash flows~~respectively and in 2018, our Food Packaging segment received $50 million in connection with a rights offering, of which $44 million represented a contribution 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 contributions from (distributions to) our Holding Company ~~of $233~~and $6 million ~~and $(79) million, respectively, as described above. Distributions to~~was from non-controlling interests were $62 million and $24 million for the six months ended June 30, 2018 and 2017, respectively, primarily from our Energy, Railcar and Real Estate segments. In addition, for the six months ended June 30, 2018 and 2017, our other operating segments had net cash repayments for debt transactions of $39 million and $75 million, respectively.interests.

Discontinued Operations

Our cash flows from operating activities from discontinued operations for the ~~six~~three months ended ~~June 30,~~March 31, 2018 was comprised of ~~$146~~$52 million provided by Federal-Mogul, $31 million provided by ARI and ~~$82~~$29 million provided by our former Gaming segment, ~~compared~~primarily due to ~~$228 million provided by Federal-Mogul~~net cash flows from operating activities before changes in operating assets and ~~$57 million provided by our former Gaming segment for the six months ended June 30, 2017.~~liabilities. Cash flows provided by operating activities from discontinued operations was net of cash payments for interest

of ~~$86~~$42 million for Federal-Mogul, $5 million for ARI and $3$2 million for our former Gaming segment for the ~~six~~three months ended ~~June 30, 2018 and $64 million for Federal-Mogul and $7 million for~~March 31, 2018. In addition, our former Gaming segment ~~for the six months ended June 30, 2017.~~had cash flows provided by operating activities of $6 million from transactions with our Holding Company.

Our cash flows from investing activities from discontinued operations for the ~~six~~three months ended ~~June 30,~~March 31, 2018 was comprised of ~~$210~~$117 million used by Federal-Mogul, $17 million used by ARI and ~~$45~~$20 million used by our former Gaming segment, ~~compared~~primarily due 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 $185 million for the six months ended June 30, 2018 and 2017, respectively, and our former Gaming segment's capital expenditures were $46 million and $53 million for the six months ended June 30, 2018 and 2017, respectively. Our former Gaming segment also had proceeds from the disposition of assets of $50 million for the six months ended June 30, 2017.expenditures.

Our cash flows from financing activities from discontinued operations for the ~~six~~three months ended ~~June 30,~~March 31, 2018 was comprised of $8 million used by Federal-Mogul and $50 million used by our former Gaming segment compared to $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 from discontinued operations relate primarily to net debt transactions. ~~For the six months ended June 30, 2018, Federal-Mogul's cash flows from financing activities included $2~~In addition, ARI had $5 million in dividends paid to us and $3 million paid to non-controlling ~~interests.~~interest.

Consolidated Capital Expenditures

There have been no significant changes to our capital expenditures during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 as compared to the estimated capital expenditures for ~~2018~~2019 as reported in our Annual Report on Form 10-K for the year ended December 31, ~~2017. Capital expenditures with respect to discontinued operations are discussed under "Consolidated Cash Flows" above and also disclosed in Note 12, "Discontinued Operations."~~2018.

Consolidated Contractual Commitments and Contingencies

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, ~~2017~~2018. 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 6,~~, “Financial~~ “Financial Instruments," to the condensed consolidated financial statements.

Critical Accounting Policies and Estimates

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.~~2018.

Effective January 1, ~~2018,~~2019, we adopted FASB ASC Topic ~~606,~~ ~~Revenue from Contracts with Customers.~~842, Leases. 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,~~842, discussed above, there have been no material changes to our critical accounting policies and estimates during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

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.

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, ~~2017.~~2018.

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 ~~June 30, 2018,~~March 31, 2019, 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~~be negatively impacted by approximately ~~$813~~$713 million, ~~$37~~$45 million and ~~$733 million,~~$1.4 billion, respectively. However, as of ~~June 30, 2018,~~March 31, 2019, 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 ~~40%~~50% in the Investment Funds, and the non-controlling interests in income would correspondingly offset approximately ~~60%~~50% of the change in fair value.

Item 4. Controls and Procedures.

As of ~~June 30, 2018,~~March 31, 2019, 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 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 ~~June 30, 2018~~March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

5952

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,~~17, “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.

~~Except for the risk factor disclosed below, there~~There were no material changes to our risk factors during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

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

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 risk of 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 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 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 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.

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 permitted to operate their business in the manner in which we currently operate our business, nor are registered investment companies permitted to have many of 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 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.

6053

Item 6. Exhibits.



Exhibit No.		Description
~~2.1~~18.1		~~Membership Interest Purchase Agreement, dated April 10, 2018, by and among Tenneco Inc., Federal-Mogul LLC, American Entertainment Properties Corp., and Icahn~~Letter regarding change in accounting principle (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~~18.2		~~Agreement and Plan of Merger, dated April 15, 2018, by and among Eldorado Resorts, Inc., Delta Merger Sub, Inc., GLP Capital,~~Letter regarding change in accounting principle (Icahn Enterprises Holdings 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.

6154

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: ~~August~~May 2, ~~2018~~2019



	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: ~~August~~May 2, ~~2018~~2019

6255



		Page No.
	Explanatory Note and Forward-Looking Statements	1

	PART I. FINANCIAL INFORMATION
Item 1.	Financial ~~Statements.~~Statements (Unaudited).	2
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	4339
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5951
Item 4.	Controls and Procedures.	5952

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	6053
Item 1A.	Risk Factors.	6053
Item 6.	Exhibits.	6154



	Three 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	$	—	$	569		$	1,434		$	55		$	102	$	22		$	99		$	6	$	45		$	—		$	2,332
Other revenues from operations	—		125			—			121			—		—			—			19		—			—			265
Net gain from investment activities	294		—			—			2			—		—			—			—		—			18			314
Interest and dividend income	27		—			—			1			—		1			—			—		—			3			32
Gain (loss) on disposition of assets, net	—		3			(1		)	1,521			—		—			—			—		—			—			1,523
Other income (loss), net	—		—			—			—			—		1			(2		)	—		—			—			(1		)
	321		697			1,433			1,700			102		24			97			25		45			21			4,465
Expenses:
Cost of goods sold	—		372			1,416			50			98		13			75			4		40			—			2,068
Other expenses from operations	—		120			—			39			—		—			—			13		—			—			172
Selling, general and administrative	3		212			32			15			4		2			16			5		9			9			307
Restructuring, net	—		—			—			—			—		—			2			—		—			—			2
Impairment	—		2			—			67			—		—			—			—		—			—			69
Interest expense	45		4			27			15			—		1			4			1		—			80			177
	48		710			1,475			186			102		16			97			23		49			89			2,795
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	$	—	$	25		$	34		$	50		$	—	$	8		$	6		$	—	$	1		$	—		$	124
Depreciation and amortization⁽¹⁾	$	—	$	27		$	71		$	18		$	5	$	1		$	7		$	5	$	2		$	—		$	136



	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	)