UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended ~~September 30, 2017~~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 ~~November 3, 2017,~~May 1, 2019, there were ~~169,083,315~~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, 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.

ii1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except unit amounts)


	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
ASSETS	(Unaudited)						(Unaudited)
Cash and cash equivalents	$	2,038		$	1,833		$	2,764		$	2,656
Cash held at consolidated affiliated partnerships and restricted cash	999			804			2,299			2,682
Investments	9,748			9,881			8,103			8,337
Due from brokers	1,006			1,482			1,224			664
Accounts receivable, net	1,853			1,609			517			474
Inventories, net	3,256			2,983			1,852			1,779
Property, plant and equipment, net	9,631			10,122			4,682			4,688
Goodwill	1,199			1,136			255			247
Intangible assets, net	1,072			1,116			464			501
Assets held for sale	410			1,366			364			333
Other assets	1,605			1,039			1,300			1,128
Total Assets	$	32,817		$	33,371		$	23,824		$	23,489
LIABILITIES AND EQUITY
Accounts payable	$	2,093		$	1,765		$	894		$	832
Accrued expenses and other liabilities	3,566			3,034			1,896			900
Deferred tax liability	1,678			1,613			685			694
Unrealized loss on derivative contracts							722			36
Securities sold, not yet purchased, at fair value	1,258			1,139			447			468
Due to brokers	603			3,725			—			141
Post-retirement benefit liability	1,210			1,180
Liabilities held for sale	13			1,779			136			112
Debt	11,198			11,119			7,392			7,326
Total liabilities	21,619			25,354			12,172			10,509

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

Equity:
Limited partners: Depositary units: 169,083,315 units issued and outstanding at September 30, 2017 and 144,741,149 units issued and outstanding at December 31, 2016	5,026			2,448
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	(242		)	(294		)	(804		)	(790		)
Equity attributable to Icahn Enterprises	4,784			2,154			5,839			6,560
Equity attributable to non-controlling interests	6,414			5,863			5,813			6,420
Total equity	11,198			8,017			11,652			12,980
Total Liabilities and Equity	$	32,817		$	33,371		$	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 September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Revenues:	(Unaudited)												(Unaudited)
Net sales	$	4,292		$	3,904		$	12,893		$	11,546		$	2,300		$	2,364
Other revenues from operations	427			537			1,389			1,506			162			158
Net income (loss) from investment activities	420			418			604			(826		)
Net (loss) gain from investment activities													(674		)	432
Interest and dividend income	37			27			99			97			64			26
Gain (loss) on disposition of assets, net	446			(1		)	1,966			10
Other income, net	58			14			60			43			3			3
	5,680			4,899			17,011			12,376			1,855			2,983
Expenses:
Cost of goods sold	3,679			3,378			11,094			9,949			1,900			1,987
Other expenses from operations	254			342			786			902			131			125
Selling, general and administrative	633			603			1,883			1,736			336			338
Restructuring, net	5			8			14			29			7			2
Impairment	5			93			82			670
Interest expense	207			222			648			665			139			147
	4,783			4,646			14,507			13,951			2,513			2,599
Income (loss) before income tax expense	897			253			2,504			(1,575		)
(Loss) income from continuing operations before income tax expense													(658		)	384
Income tax expense	(68		)	(15		)	(110		)	(81		)	(6		)	(17		)
Net income (loss)	829			238			2,394			(1,656		)
Less: net income (loss) attributable to non-controlling interests	232			254			262			(734		)
Net income (loss) attributable to Icahn Enterprises	$	597		$	(16	)	$	2,132		$	(922	)
(Loss) income from continuing operations													(664		)	367
Income from discontinued operations													—			45
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 (loss) attributable to Icahn Enterprises allocable to:
Net (loss) income attributable to Icahn Enterprises from:
Continuing operations													$	(394	)	$	98
Discontinued operations													—			34
													$	(394	)	$	132
Net (loss) income attributable to Icahn Enterprises allocated to:
Limited partners	$	586		$	(16	)	$	2,090		$	(904	)	$	(386	)	$	129
General partner	11			—			42			(18		)	(8		)	3
	$	597		$	(16	)	$	2,132		$	(922	)	$	(394	)	$	132
Basic (loss) income per LP unit:
Continuing operations													$	(2.02	)	$	0.55
Discontinued operations													0.00			0.19
													$	(2.02	)	$	0.74
Basic and diluted income (loss) per LP unit	$	3.53		$	(0.12	)	$	13.23		$	(6.70	)
Basic and diluted weighted average LP units outstanding	166			139			158			135
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	$	1.50		$	1.50		$	4.50		$	4.50		$	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 September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
	(Unaudited)												(Unaudited)
Net income (loss)	$	829		$	238		$	2,394		$	(1,656	)
Net (loss) income													$	(664	)	$	412
Other comprehensive income (loss), net of tax:
Post-employment benefits	7			7			17			17
Post-retirement benefits													1			11
Hedge instruments	(4		)	1			(1		)	2			—			(1		)
Translation adjustments and other	(1		)	3			107			(10		)	(1		)	33
Other comprehensive income, net of tax	2			11			123			9			—			43
Comprehensive income (loss)	831			249			2,517			(1,647		)
Less: Comprehensive income (loss) attributable to non-controlling interests	235			257			274			(727		)
Comprehensive income (loss) attributable to Icahn Enterprises	$	596		$	(8	)	$	2,243		$	(920	)
Comprehensive (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 (loss) attributable to Icahn Enterprises allocable to:
Comprehensive (loss) income attributable to Icahn Enterprises allocated to:
Limited partners	$	584		$	(8	)	$	2,198		$	(902	)	$	(386	)	$	169
General partner	12			—			45			(18		)	(8		)	3
	$	596		$	(8	)	$	2,243		$	(920	)	$	(394	)	$	172

~~Accumulated other comprehensive loss was~~ ~~$1,461 million~~ ~~and~~ ~~$1,584 million~~ at ~~September 30, 2017~~ ~~and December 31, 2016, 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, 2016 $ (294 ) $ 2,448
$ 2,154
$ 5,863
$ 8,017
Net income 42
2,090
2,132
262
2,394
Other comprehensive income 3
108
111
12
123
Partnership distributions (1 ) (60 ) (61 ) —
(61 )
Partnership contributions 12
600
612
—
612
Investment segment contributions —
—
—
600
600
Dividends and distributions to non-controlling interests in subsidiaries —
—
—
(38 ) (38 )
Cumulative effect adjustment from adoption of accounting principle (1 ) (46 ) (47 ) —
(47 )
Changes in subsidiary equity and other (3 ) (114 ) (117 ) (285 ) (402 )
Balance, September 30, 2017 $ (242 ) $ 5,026
$ 4,784
$ 6,414
$ 11,198



	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
General Partner's (Deficit) Equity Limited Partners' Equity Total Partners' Equity Non-controlling Interests Total Equity
Balance, December 31, 2015 $ (257 ) $ 4,244
$ 3,987
$ 6,046
$ 10,033
Net loss (18 ) (904 ) (922 ) (734 ) (1,656 )
Other comprehensive income —
2
2
7
9
Partnership distributions (2 ) (79 ) (81 ) —
(81 )
Partnership contributions 1
—
1
—
1
Investment segment contributions —
—
—
505
505
Investment segment distributions —
—
—
(7 ) (7 )
Dividends and distributions to non-controlling interests in subsidiaries —
—
—
(74 ) (74 )
LP Unit issuance —
35
35
—
35
Changes in subsidiary equity and other (11 ) (523 ) (534 ) 567
33
Balance, September 30, 2016 $ (287 ) $ 2,775
$ 2,488
$ 6,310
$ 8,798



	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	$	(234	)	$	5,402		$	5,168		$	6,318		$	11,486
Net income	3			129			132			280			412
Other comprehensive income	—			40			40			3			43
Partnership distributions	(6		)	(304		)	(310		)	—			(310		)
Investment segment contributions	—			—			—			280			280
Dividends and distributions to non-controlling interests in subsidiaries	—			—			—			(31		)	(31		)
Cumulative effect adjustment from adoption of accounting principle	—			(20		)	(20		)	—			(20		)
Changes in subsidiary equity and other	—			(8		)	(8		)	10			2
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)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	2,394		$	(1,656	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Net (loss) income							$	(664	)	$	412
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Income from discontinued operations							—			(45		)
Net gain from securities transactions	(1,852		)	(257		)	(505		)	(285		)
Purchases of securities	(704		)	(1,440		)	(584		)	(886		)
Proceeds from sales of securities	2,292			6,863			966			3,130
Purchases to cover securities sold, not yet purchased	(692		)	(227		)	(113		)	(690		)
Proceeds from securities sold, not yet purchased	1,222			589			17			—
Changes in receivables and payables relating to securities transactions	(2,702		)	(5,087		)	(663		)	(1,824		)
Gain on disposition of assets, net	(1,966		)	(10		)
Depreciation and amortization	759			753			123			128
Impairment	82			670
Equity earnings from non-consolidated affiliates	(53		)	(48		)
Deferred taxes	7			—			(8		)	20
Other, net	24			80			5			6
Changes in cash held at consolidated affiliated partnerships and restricted cash	(196		)	583
Changes in other operating assets and liabilities	276			509
Net cash (used in) provided by operating activities	(1,109		)	1,322
Changes in operating assets and liabilities							1,138			(673		)
Net cash used in operating activities from continuing operations							(288		)	(707		)
Net cash provided by operating activities from discontinued operations							—			112
Net cash used in operating activities							(288		)	(595		)
Cash flows from investing activities:
Capital expenditures	(692		)	(615		)	(65		)	(62		)
Acquisition of businesses, net of cash acquired	(105		)	(1,045		)	(10		)	(1		)
Purchase of additional interests in consolidated subsidiaries	(349		)	(2		)
Proceeds from disposition of assets	1,461			20
Purchases of investments	(5		)	(97		)	(25		)	(5		)
Proceeds from sale of investments	11			66			424			—
Other, net	13			6			(10		)	15
Net cash provided by (used in) investing activities from continuing operations							314			(53		)
Net cash used in investing activities from discontinued operations							—			(154		)
Net cash provided by (used in) investing activities	334			(1,667		)	314			(207		)
Cash flows from financing activities:
Investment segment contributions from non-controlling interests	600			505			—			280
Investment segment distributions to non-controlling interests	—			(7		)
Partnership contributions	612			1
Partnership distributions	(61		)	(81		)
Proceeds from offering of subsidiary equity							—			6
Purchase of additional interests in consolidated subsidiaries							(241		)	—
Dividends and distributions to non-controlling interests in subsidiaries	(38		)	(74		)	(30		)	(28		)
Proceeds from Holding Company senior unsecured notes	1,190			—
Repayments of Holding Company senior unsecured notes	(1,175		)	—
Proceeds from subsidiary borrowings	2,369			1,905			269			331
Repayments of subsidiary borrowings	(2,606		)	(1,959		)	(271		)	(349		)
Other, net	(33		)	(11		)	1			(2		)
Net cash provided by financing activities	858			279
Effect of exchange rate changes on cash and cash equivalents	5			(22		)
Add back decrease in cash of assets held for sale	117			12
Net increase (decrease) in cash and cash equivalents	205			(76		)
Cash and cash equivalents, beginning of period	1,833			2,078
Cash and cash equivalents, end of period	$	2,038		$	2,002
Net cash (used in) provided by financing activities from continuing operations							(272		)	238
Net cash used in financing activities from discontinued operations							—			(13		)
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							(275		)	(520		)
Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period							5,338			1,911
Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period							$	5,063		$	1,391

See notes to condensed consolidated financial statements.

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)


	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
ASSETS	(Unaudited)						(Unaudited)
Cash and cash equivalents	$	2,038		$	1,833		$	2,764		$	2,656
Cash held at consolidated affiliated partnerships and restricted cash	999			804			2,299			2,682
Investments	9,748			9,881			8,103			8,337
Due from brokers	1,006			1,482			1,224			664
Accounts receivable, net	1,853			1,609			517			474
Inventories, net	3,256			2,983			1,852			1,779
Property, plant and equipment, net	9,631			10,122			4,682			4,688
Goodwill	1,199			1,136			255			247
Intangible assets, net	1,072			1,116			464			501
Assets held for sale	410			1,366			364			333
Other assets	1,635			1,067			1,332			1,160
Total Assets	$	32,847		$	33,399		$	23,856		$	23,521
LIABILITIES AND EQUITY
Accounts payable	$	2,093		$	1,765		$	894		$	832
Accrued expenses and other liabilities	3,566			3,034			1,896			900
Deferred tax liability	1,678			1,613			685			694
Unrealized loss on derivative contracts							722			36
Securities sold, not yet purchased, at fair value	1,258			1,139			447			468
Due to brokers	603			3,725			—			141
Post-retirement benefit liability	1,210			1,180
Liabilities held for sale	13			1,779			136			112
Debt	11,202			11,122			7,396			7,330
Total liabilities	21,623			25,357			12,176			10,513

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

Equity:
Limited partner	5,101			2,496			6,738			7,452
General partner	(291		)	(317		)	(871		)	(864		)
Equity attributable to Icahn Enterprises Holdings	4,810			2,179			5,867			6,588
Equity attributable to non-controlling interests	6,414			5,863			5,813			6,420
Total equity	11,224			8,042			11,680			13,008
Total Liabilities and Equity	$	32,847		$	33,399		$	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 September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Revenues:	(Unaudited)												(Unaudited)
Net sales	$	4,292		$	3,904		$	12,893		$	11,546		$	2,300		$	2,364
Other revenues from operations	427			537			1,389			1,506			162			158
Net income (loss) from investment activities	420			418			604			(826		)
Net (loss) gain from investment activities													(674		)	432
Interest and dividend income	37			27			99			97			64			26
Gain on disposition of assets, net	446			(1		)	1,966			10
Other income, net	58			14			60			43			3			3
	5,680			4,899			17,011			12,376			1,855			2,983
Expenses:
Cost of goods sold	3,679			3,378			11,094			9,949			1,900			1,987
Other expenses from operations	254			342			786			902			131			125
Selling, general and administrative	633			603			1,883			1,736			336			338
Restructuring, net	5			8			14			29			7			2
Impairment	5			93			82			670
Interest expense	207			222			647			664			139			147
	4,783			4,646			14,506			13,950			2,513			2,599
Income (loss) before income tax expense	897			253			2,505			(1,574		)
(Loss) income from continuing operations before income tax expense													(658		)	384
Income tax expense	(68		)	(15		)	(110		)	(81		)	(6		)	(17		)
Net income (loss)	829			238			2,395			(1,655		)
Less: net income (loss) attributable to non-controlling interests	232			254			262			(734		)
Net income (loss) attributable to Icahn Enterprises Holdings	$	597		$	(16	)	$	2,133		$	(921	)
(Loss) income from continuing operations													(664		)	367
Income from discontinued operations													—			45
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 (loss) attributable to Icahn Enterprises Holdings allocable to:
Net (loss) income attributable to Icahn Enterprises from:
Continuing operations													$	(394	)	$	98
Discontinued operations													—			34
													$	(394	)	$	132
Net (loss) income attributable to Icahn Enterprises Holdings allocated to:
Limited partner	$	591		$	(16	)	$	2,112		$	(912	)	$	(390	)	$	131
General partner	6			—			21			(9		)	(4		)	1
	$	597		$	(16	)	$	2,133		$	(921	)	$	(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 September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
	(Unaudited)												(Unaudited)
Net income (loss)	$	829		$	238		$	2,395		$	(1,655	)
Net (loss) income													$	(664	)	$	412
Other comprehensive income (loss), net of tax:
Post-employment benefits	7			7			17			17
Post-retirement benefits													1			11
Hedge instruments	(4		)	1			(1		)	2			—			(1		)
Translation adjustments and other	(1		)	3			107			(10		)	(1		)	33
Other comprehensive income, net of tax	2			11			123			9			—			43
Comprehensive income (loss)	831			249			2,518			(1,646		)
Less: Comprehensive income (loss) attributable to non-controlling interests	235			257			274			(727		)
Comprehensive income (loss) attributable to Icahn Enterprises Holdings	$	596		$	(8	)	$	2,244		$	(919	)
Comprehensive (loss) income													(664		)	455
Less: Comprehensive (loss) income attributable to non-controlling interests													(270		)	283
Comprehensive income attributable to Icahn Enterprises Holdings													$	(394	)	$	172

Comprehensive income (loss) attributable to Icahn Enterprises Holdings allocable to:
Comprehensive (loss) income attributable to Icahn Enterprises Holdings allocated to:
Limited partner	$	590		$	(8	)	$	2,222		$	(910	)	$	(390	)	$	170
General partner	6			—			22			(9		)	(4		)	2
	$	596		$	(8	)	$	2,244		$	(919	)	$	(394	)	$	172

~~Accumulated other comprehensive loss was~~ ~~$1,461 million~~ ~~and~~ ~~$1,584 million~~ at ~~September 30, 2017~~ ~~and December 31, 2016, 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, 2016 $ (317 ) $ 2,496
$ 2,179
$ 5,863
$ 8,042
Net income 21
2,112
2,133
262
2,395
Other comprehensive income 1
110
111
12
123
Partnership distributions (1 ) (60 ) (61 ) —
(61 )
Partnership contribution 6
606
612
—
612
Investment segment contributions —
—
—
600
600
Dividends and distributions to non-controlling interests in subsidiaries —
—
—
(38 ) (38 )
Cumulative effect adjustment from adoption of accounting principle —
(47 ) (47 ) —
(47 )
Changes in subsidiary equity and other (1 ) (116 ) (117 ) (285 ) (402 )
Balance, September 30, 2017 $ (291 ) $ 5,101
$ 4,810
$ 6,414
$ 11,224



	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
General Partner's Equity (Deficit)
Limited
Partner's Equity
Total Partners' Equity Non-controlling Interests Total Equity
Balance, December 31, 2015 $ (299 ) $ 4,310
$ 4,011
$ 6,046
$ 10,057
Net loss (9 ) (912 ) (921 ) (734 ) (1,655 )
Other comprehensive income —
2
2
7
9
Partnership distributions (1 ) (80 ) (81 ) —
(81 )
Partnership contributions 1
—
1
—
1
Investment segment contributions —
—
—
505
505
Investment segment distributions —
—
—
(7 ) (7 )
Dividends and distributions to non-controlling interests in subsidiaries —
—
—
(74 ) (74 )
LP Unit issuance —
35
35
—
35
Changes in subsidiary equity and other (6 ) (528 ) (534 ) 567
33
Balance, September 30, 2016 $ (314 ) $ 2,827
$ 2,513
$ 6,310
$ 8,823



	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	$	(286	)	$	5,481		$	5,195		$	6,318		$	11,513
Net income	1			131			132			280			412
Other comprehensive income	1			39			40			3			43
Partnership distributions	(3		)	(307		)	(310		)	—			(310		)
Investment segment contributions	—			—			—			280			280
Dividends and distributions to non-controlling interests in subsidiaries	—			—			—			(31		)	(31		)
Cumulative effect adjustment from adoption of accounting principle	—			(20		)	(20		)	—			(20		)
Changes in subsidiary equity and other	—			(8		)	(8		)	10			2
Balance, March 31, 2018	$	(287	)	$	5,316		$	5,029		$	6,860		$	11,889

See notes to condensed consolidated financial statements.

910

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	2,395		$	(1,655	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Net (loss) income							$	(664	)	$	412
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Income from discontinued operations							—			(45		)
Net gain from securities transactions	(1,852		)	(257		)	(505		)	(285		)
Purchases of securities	(704		)	(1,440		)	(584		)	(886		)
Proceeds from sales of securities	2,292			6,863			966			3,130
Purchases to cover securities sold, not yet purchased	(692		)	(227		)	(113		)	(690		)
Proceeds from securities sold, not yet purchased	1,222			589			17			—
Changes in receivables and payables relating to securities transactions	(2,702		)	(5,087		)	(663		)	(1,824		)
Gain on disposition of assets, net	(1,966		)	(10		)
Depreciation and amortization	758			752			123			128
Impairment	82			670
Equity earnings from non-consolidated affiliates	(53		)	(48		)
Deferred taxes	7			—			(8		)	20
Other, net	24			80			5			6
Changes in cash held at consolidated affiliated partnerships and restricted cash	(196		)	583
Changes in other operating assets and liabilities	276			509
Net cash (used in) provided by operating activities	(1,109		)	1,322
Changes in operating assets and liabilities							1,138			(673		)
Net cash used in operating activities from continuing operations							(288		)	(707		)
Net cash provided by operating activities from discontinued operations							—			112
Net cash used in operating activities							(288		)	(595		)
Cash flows from investing activities:
Capital expenditures	(692		)	(615		)	(65		)	(62		)
Acquisition of businesses, net of cash acquired	(105		)	(1,045		)	(10		)	(1		)
Purchase of additional interests in consolidated subsidiaries	(349		)	(2		)
Proceeds from disposition of assets	1,461			20
Purchases of investments	(5		)	(97		)	(25		)	(5		)
Proceeds from sale of investments	11			66			424			—
Other, net	13			6			(10		)	15
Net cash provided by (used in) investing activities from continuing operations							314			(53		)
Net cash used in investing activities from discontinued operations							—			(154		)
Net cash provided by (used in) investing activities	334			(1,667		)	314			(207		)
Cash flows from financing activities:
Investment segment contributions from non-controlling interests	600			505			—			280
Investment segment distributions to non-controlling interests	—			(7		)
Partnership contributions	612			1
Partnership distributions	(61		)	(81		)
Proceeds from offering of subsidiary equity							—			6
Purchase of additional interests in consolidated subsidiaries							(241		)	—
Dividends and distributions to non-controlling interests in subsidiaries	(38		)	(74		)	(30		)	(28		)
Proceeds from Holding Company senior unsecured notes	1,190			—
Repayments of Holding Company senior unsecured notes	(1,175		)	—
Proceeds from subsidiary borrowings	2,369			1,905			269			331
Repayments of subsidiary borrowings	(2,606		)	(1,959		)	(271		)	(349		)
Other, net	(33		)	(11		)	1			(2		)
Net cash provided by financing activities	858			279
Effect of exchange rate changes on cash and cash equivalents	5			(22		)
Add back decrease in cash of assets held for sale	117			12
Net increase (decrease) in cash and cash equivalents	205			(76		)
Cash and cash equivalents, beginning of period	1,833			2,078
Cash and cash equivalents, end of period	$	2,038		$	2,002
Net cash (used in) provided by financing activities from continuing operations							(272		)	238
Net cash used in financing activities from discontinued operations							—			(13		)
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							(275		)	(520		)
Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period							5,338			1,911
Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period							$	5,063		$	1,391

See notes to condensed consolidated financial statements.

1011

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


1.	Description of Business.

Overview

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

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, Gaming, 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 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 ~~are~~is discussed below.

Investment

Our Investment segment is comprised of various private investment funds ("Investment Funds") in which we have general partner interests and through which we invest our proprietary capital. ~~We and certain of Mr. Icahn's wholly owned affiliates are the only investors in the Investment Funds.~~ As general partner, we provide investment advisory and certain administrative and back office services to the Investment Funds but do not provide such services to any other entities, individuals or accounts. 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 ~~$2.9~~$4.8 billion and ~~$1.7~~$5.1 billion as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.

~~Automotive~~

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

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

Energy

We conduct our Energy segment through our majority ~~ownership in~~owned subsidiary, CVR Energy, Inc. ("CVR Energy"). CVR Energy is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing ~~industries~~businesses through its holdings in CVR Refining, ~~L.P.~~LP ("CVR Refining") and CVR Partners, ~~L.P.~~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 ~~September 30, 2017,~~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 ~~100% of each of the general partners of CVR Refining and CVR Partners and~~ approximately ~~66% and 34%~~80.6% of the common units of CVR Refining and ~~CVR Partners, respectively.~~

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

1112

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~Railcar~~Automotive

We conduct our ~~Railcar~~Automotive segment through our 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. Our Automotive segment also includes our investment in 767 Auto Leasing LLC ("767 Leasing"), a joint venture created to purchase vehicles for lease, as described further in Note 3, "Related Party Transactions."

Food Packaging

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

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

On December 19, 2016, Icahn Enterprises entered into a definitive agreement to sell ARL to SMBC Rail Services, LLC ("SMBC Rail"), a wholly owned subsidiary of Sumitomo Mitsui Banking Corporation, for cash based on (i) a value of approximately $2.8 billion (subject to certain adjustments) and (ii) a fleet of approximately 29,000 railcars (the "ARL Initial Sale"). The ARL Initial Sale closed on June 1, 2017. After repaying, or assigning to SMBC Rail, applicable indebtedness of ARL, weDuring January 2018, Viskase received ~~cash consideration of approximately $1.3 billion~~$50 million in connection with ~~the ARL Initial Sale, resulting in a pretax gain on disposition of assets for~~its common stock rights offering. In connection with this rights offering, we fully exercised our ~~Railcar segment of approximately $1.5 billion. For a period of three years after the closing of the ARL Initial Sale,~~subscription rights under our basic and ~~upon satisfaction of certain conditions, we have an option~~over subscription privileges to ~~sell, and SMBC Rail has an option to buy, the 4,551 remaining railcars owned by a wholly owned subsidiary of ours. The majority of these remaining railcars were sold subsequent to September 30, 2017.~~

~~Gaming~~

We conduct our Gaming segment through our majority ownership in Tropicana Entertainment Inc. ("Tropicana") and our wholly owned subsidiary Trump Entertainment Resorts Inc. ("TER"), which we acquired out of bankruptcy in 2016. During August 2017, we increased our ownership in Tropicana from 72.5% to 83.9% through a tender offer forpurchase additional shares of ~~Tropicana~~Viskase common stock, ~~not already owned by us~~thereby increasing our ownership of Viskase from 74.6% to 78.6%, for an aggregate ~~purchase price~~additional investment of ~~$95 million. In addition, Tropicana repurchased and retired shares of its common stock in connection with this tender offer for an aggregate purchase price of $36~~$44 million.

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

Metals

We conduct our Metals segment through our ~~indirect wholly owned~~wholly-owned subsidiary, PSC Metals ~~Inc.~~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.

~~Mining~~

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

~~Food Packaging~~

We conduct our Food Packaging segment through our majority ownership in Viskase Companies, Inc. ("Viskase"). As of September 30, 2017, we owned approximately 74.6% of the total outstanding common stock of Viskase. Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products.

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

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

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

Real Estate

Our Real Estate operations consist 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 as well.~~

operations. In ~~August 2017,~~addition, our Real Estate ~~segment sold~~operations also includes a ~~development~~hotel, timeshare and casino resort property in ~~Las Vegas, Nevada for $600 million, resulting~~Aruba as well as a casino property in ~~a pretax gain on disposition~~Atlantic City, New Jersey, which ceased operations in 2014 prior to our obtaining control of ~~assets of $456 million. The transaction included cash proceeds from~~ the sale of $225 million and two tranches of seller financing totaling $375 million (including a $345 million first-lien mortgage and a $30 million second-lien mortgage), which is included in other assets in our condensed consolidated balance sheet as of September 30, 2017.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.

Mining

We conduct our Mining segment through our majority owned subsidiary, Ferrous Resources Ltd. ("Ferrous Resources"). As of 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 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 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 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 connection with the sale of railcars and we recorded a pretax gain on disposition of assets of $4 million.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 LLC ("Federal-Mogul").

Our discontinued Gaming operations consists of our previous majority ownership in Tropicana Entertainment Inc. ("Tropicana").

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

Each of these businesses were sold in the fourth quarter of 2018 and are reflected in discontinued operations for the three months ended March 31, 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.

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. Our recent sales of Federal-Mogul, Tropicana and ARI did not result in our being considered an investment 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 Investment Company Act 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, but no assurance can be made that we will successfully be able to take the steps necessary to avoid becoming classified as an investment company.

The accompanying condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~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 ~~September 30, 2017~~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 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 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. Turnarounds are planned shutdowns of refinery processing units for significant overhaul and 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 and condensed consolidated statement of operations and cash flows for the three months ended March 31, 2018 have been retrospectively adjusted to apply the new accounting method. These turnaround costs, and related accumulated amortization, are included within other assets in the condensed consolidated balance sheets. The amortization expense related to turnaround costs is included in cost ~~method.~~of 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 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 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 Icahn Enterprises Holdings. The impact on net income was comprised of 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 conform to the current year presentation. The reclassification of gain on derivatives from other income, net to costs of goods sold was $59 million for the three months ended 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 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 ~~CVR Partners.~~

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

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

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

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.

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

September 30, 2017 December 31, 2016
(in millions)
Cash and cash equivalents $ 630
$ 370
Cash held at consolidated affiliated partnerships and restricted cash 951
752
Investments 9,022
9,219
Due from brokers 1,006
1,482
Property, plant and equipment, net 3,215
3,331
Inventories 340
349
Intangible assets, net 303
318
Other assets 69
110
Accounts payable, accrued expenses and other liabilities 2,302
1,769
Securities sold, not yet purchased, at fair value 1,258
1,139
Due to brokers 603
3,725
Debt 1,166
1,165

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 ~~September 30, 2017~~March 31, 2019 was approximately ~~$11.2~~$7.4 billion and ~~$11.5~~$7.5 billion, respectively. The carrying value and estimated fair value of our long-term debt as of December 31, ~~2016~~2018 was approximately ~~$11.1~~$7.3 billion and ~~$11.2~~$7.3 billion, respectively.

~~Restricted~~ Cash Flow

~~Our~~ Cash and cash equivalents and restricted cash ~~balance was~~ ~~$866 million~~and ~~$686 million as~~restricted cash equivalents on our condensed consolidated statements of ~~September 30, 2017~~cash flows is comprised of (i) cash and ~~December 31, 2016, respectively.~~cash equivalents and (ii) cash held at consolidated affiliated partnerships and restricted cash.

~~Accounts Receivable, net~~

Transfers of receivables relate primarily to our Automotive segment. Federal-Mogul's subsidiaries in Brazil, France, Germany, Italy, Canada and the United States are party to accounts receivable factoring and securitization facilities. Gross

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ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~accounts receivable transferred under these facilities were $607~~Cash Held at Consolidated Affiliated Partnerships and Restricted Cash

Our cash held at consolidated affiliated partnerships balance was $1,673 million and ~~$487~~$2,648 million as of ~~September 30, 2017~~ March 31, 2019 andDecember 31, ~~2016,~~2018, respectively. ~~Of those gross amounts, $600~~Cash held at consolidated affiliated partnerships relates to our Investment segment 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 ~~$485~~$34 million ~~respectively, qualify~~ as ~~sales~~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 ~~accordance~~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. The remaining transferred receivables were pledged as collateral~~GAAP are classified and accounted for in substantially the same manner as ~~secured borrowings~~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 ~~sheets within accounts receivable, net~~sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and ~~debt. Under the terms of these facilities, Federal-Mogul is not obligated~~lease liabilities represent our obligation to ~~draw cash immediately upon the transfer of accounts receivable. As of September 30, 2017 and December 31, 2016, Federal-Mogul did not have any undrawn cash related to such transferred receivables.~~

~~Proceeds~~make lease payments arising from the ~~transfers~~lease. Right-of-use assets and lease liabilities are recognized at commencement of ~~accounts receivable qualifying as sales were $424 million~~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 ~~$311 million~~liabilities reflect any options to extend or terminate the lease when it is reasonably certain that we will exercise such option. We and our subsidiaries, independently of each other, apply a portfolio approach to account for the ~~three months ended September 30, 2017~~right-of-use assets and ~~2016, respectively,~~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 ~~approximately $1.3 billion~~lease liabilities individually.

Operating lease expense is recorded as a single expense recognized on a straight-line basis over the lease term and ~~$1.2 billion~~is net of sub-lease income. Operating lease right-of-use assets are amortized for the ~~nine months ended September 30, 2017~~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 the lessor. Our Real Estate segment's net lease portfolio consists of commercial real estate leased to others under long-term operating leases and ~~2016, respectively. Expenses associated~~we account for these leases in accordance with ~~transfers~~ASC Topic 842. These assets leased to others are recorded at cost, net of ~~receivables were $2 million~~accumulated depreciation, and ~~$2 million~~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 straight-line basis over the lease term. Cash receipts for ~~the three months ended September 30, 2017 and 2016, respectively, and $10 million and $9 million for the nine months ended September 30, 2017 and 2016, respectively. Such expenses were recorded~~all lease payments received are included in net cash flows from operating activities in the condensed consolidated statements of ~~operations within other income (loss), net. Where Federal-Mogul receives a fee~~cash flows. Our Real Estate segment's accounting policy for assets leased to ~~service and monitor these transferred receivables, such fees are sufficient to offset the costs and as such, a servicing asset or liability~~others is not ~~incurred as a result of such activities.~~significantly different from prior periods.

~~Held For Sale~~

As of December 31, 2016, assets and liabilities held for sale primarily consisted of property plant and equipment and debt, respectively, and related primarily to our pending ARL Initial Sale as of December 31, 2016. On June 1, 2017, we closed on the ARL Initial Sale and disposed of such assets and liabilities previously classified as held for sale.

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

~~Reclassifications~~

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

~~Adoption of New Accounting Standards~~

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

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

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

1517

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~In October 2016, the FASB issued ASU No. 2016-16,~~ ~~Intra-Entity Transfers of Assets Other Than Inventory, which amends FASB ASC Topic 740,~~ ~~Income Taxes~~. This ASU requires the recognition of income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Current U.S. GAAP prohibits the recognition of currentRevenue From Contracts With Customers and deferred incomes taxes for an intra-entity asset transfer until the asset has been sold to an outside party. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We have elected to early adopt this guidance in the first quarter of 2017. The impact of early adopting this guidance on our consolidated financial statements is a cumulative effect adjustment to decrease our equity attributable to Icahn Enterprises and Icahn Enterprises Holdings as of January 1, 2017 by $47 million to reverse previously deferred charges and recognize them in equity.Contract Balances

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

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Simplifying the Test for Goodwill Impairment, which amends FASB ASC Topic 350,~~ ~~Intangibles - Goodwill and Other~~. This ASU simplifies the subsequent measurement of goodwill by eliminating "Step 2" from the goodwill impairment test which, prior to adoption of this ASU, requires comparing the implied fair value of goodwill with its carrying value. By eliminating "Step 2" from the goodwill impairment test, the quantitative analysis of goodwill will result in an impairment loss for the amount that the carrying value of a reporting unit, including goodwill, exceeds its fair value, limitedDue to the ~~total amount of goodwill allocated to the tested reporting unit. While this ASU reduces the complexity and cost~~nature of our ~~goodwill impairment tests, it may result~~business, we derive revenue from various sources in ~~significant differences in~~various industries. With the ~~recognition~~exception of goodwill impairment. For example, should our reporting units fail "Step 1" of the impairment tests but pass the current "Step 2" impairment tests, we may have more impairments of goodwill under the new guidance. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted beginning for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. We have elected to early adopt this guidance for our interim and annual goodwill impairment tests to be performed on testing dates beginning in 2017. This ASU principally affects our Automotive segment as substantially all of our ~~goodwill balance pertains to~~Investment segment's and our ~~Automotive segment as of September 30, 2017. We did not perform any interim goodwill impairment analysis in 2017~~Holding Company's revenues, and ~~therefore, the adoption of this guidance had no impact on~~ our ~~consolidated financial statements.~~

~~Recently Issued Accounting Standards~~

~~In May 2014, the FASB issued ASU No. 2014-09, creating a new topic, FASB ASC Topic 606,~~ ~~Revenue from Contracts with Customers, superseding~~Real Estate segment's leasing revenue, ~~recognition requirements in FASB ASC Topic 605,~~ ~~Revenue Recognition. This ASU requires that an entity recognize~~our 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~~generally derived from contracts with ~~customers. This ASU was amended by ASU No. 2015-14, issued~~customers in ~~August 2015, which deferred~~accordance with U.S. GAAP. Such revenue from contracts with customers are included in net sales and other revenues from operations in the ~~original effective date by one year;~~condensed consolidated statements of operations, however, 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 or other assets and related contract liabilities are included in accrued expenses and other liabilities in the ~~effective date~~condensed consolidated balance sheets. Our disaggregation of ~~this ASU is~~revenue information includes our net sales and other revenues from operations for ~~fiscal years,~~each of our reporting segments as well as additional disaggregation of revenue information for our Energy and ~~interim reporting periods within those years, beginning after December 15, 2017, using one~~Automotive segments. See Note 12, "Segment Reporting," for our complete disaggregation of ~~two retrospective application methods.~~revenue information. In addition, the FASB issued other amendments during 2016 and 2017 to FASB ASC Topic 606 that include implementation guidance to principal versus agent considerations, guidance to identifying performance obligations and licensing guidance and other narrow scope improvements. We have developed an implementation plan to adopt this new ASU. We will adopt these new standards on January 1, 2018 using the modified retrospective application method which will require a cumulative effect adjustment recognized in equity at such date. No adjustmentwe disclose additional information with respect to revenue from contracts with customers and contract balances for ~~periods~~our Energy and Automotive segments below.

Energy

Our Energy segment's deferred revenue is a contract liability that primarily relates to fertilizer sales contracts requiring customer prepayment prior to ~~adoption will be required. To date, we have not identified any material differences~~product delivery to guarantee a price and supply of nitrogen fertilizer. Deferred revenue is recorded at the point in ~~our existing~~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 ~~recognition methods that would require modification under~~is recognized at the ~~new standards. Additionally, although we anticipate our internal controls to be modified as necessary, we do not anticipate our internal~~point in time in which the customer obtains control ~~framework to materially change as a result~~ of the ~~adoption~~product. Our Energy segment had deferred revenue of ~~these new standards. The assessment~~$65 million and $69 million as of March 31, 2019 and December 31, 2018, respectively. For the ~~impact~~three months ended March 31, 2019 and 2018, our Energy segment recorded revenue of ~~this new standard on our business processes, business~~$12 million and ~~accounting systems, and consolidated financial statements and related disclosures will continue as we proceed~~$12 million, respectively, with ~~the design and implementation phases of the plan.~~

~~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)~~respect to ~~be measured at fair value with changes recognized in earnings. However, an entity may choose to measure equity investments that do not have readily determinable fair values at~~

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

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

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

cost minus impairment. In addition, there were other amendments to certain disclosure and presentation matters pertaining to financial instruments, including the requirement of an entity to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this ASU should be applied by means of a cumulative-effect adjustment to the balance sheetdeferred revenue outstanding as of the beginning of each respective period.

As of March 31, 2019, our Energy segment had $10 million of remaining performance obligations for contracts with an original expected duration of more than one year. Our Energy segment expects to recognize approximately $4 million of these performance obligations as revenue by the ~~fiscal year~~end of ~~adoption. The amendments related~~2019 and the remaining balance thereafter.

Automotive

Our Automotive segment has deferred revenue with respect to ~~equity securities without readily determinable fair values should be applied prospectively~~extended warranty plans of $41 million and $42 million as of March 31, 2019 and December 31, 2018. For the three months ended March 31, 2019 and 2018, our Automotive segment recorded revenue of $6 million and $4 million, respectively, with respect to ~~equity investments that exist~~deferred revenue outstanding as of the ~~date~~beginning of ~~adoption. Early application is permitted for certain matters only. We are currently evaluating the impact~~each respective period.

Adoption of ~~this guidance on our consolidated financial statements.~~New Accounting Standards

Lease Accounting Standards Updates

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes FASB ASC Topic 840, Leases. This ASU requires the recognition of ~~lease~~right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. In addition, among other changes to the accounting for leases, this ASU retains the distinction between finance leases and operating leases. The classification criteria for distinguishing between ~~finance~~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, 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 ~~anticipate~~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 ~~assessment~~Automotive segment, and ~~implementation plan~~ to ~~be ongoing during the remainder~~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 ~~2017 and into 2018 and are currently unable to reasonably estimate~~$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

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 and financing lease right-of-use assets and obligations of $1 million. The aggregate impact for all other segments was the recognition of operating lease right-of-use assets and 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 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 certain purchased callable debt securities held at a premium by shortening the amortization period for the premium to the earliest call date. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We have adopted this ~~guidance~~standard on January 1, 2019 using the 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 ~~guidance~~standard on our consolidated financial statements.

In August ~~2016,~~2018, the FASB issued ASU ~~No. 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payment~~s,2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurements, which amends FASB ASC Topic ~~230,~~ ~~Statement of Cash Flows.~~ 820, Fair Value Measurements. This ASU ~~seeks to reduce the diversity currently in practice by providing guidance~~eliminates, modifies and adds various disclosure requirements on ~~the presentation of eight specific cash flow issues in the statement of cash flows.~~fair value measurements. This ASU is effective for fiscal years beginning after December 15, ~~2017,~~2019, and interim periods within those fiscal years. WeCertain disclosures are ~~currently evaluating the impact of this guidance on our consolidated statements of cash flows.~~

~~In November 2016, the FASB issued ASU No. 2016-18,~~ ~~Restricted Cash, which amends FASB ASC Topic 230,~~ ~~Statement of Cash Flows. This ASU requires that the statement of cash flows explain the change during the period total cash, cash equivalents,~~required to be applied using a retrospective approach 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.~~others using a prospective approach. Early adoption is permitted. We are currently evaluating the impact of this ~~guidance~~standard on our consolidated financial statements.

In ~~March 2017,~~August 2018, the FASB issued ASU ~~No. 2017-07,~~ ~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which amends FASB ASC ~~Topic 715,~~ ~~Compensation - Retirement Benefits~~Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software. This ASU ~~requires entities~~adds certain disclosure requirements related to ~~present~~implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service ~~cost component of net periodic benefit cost in~~contract with the ~~same line item~~requirements for capitalizing implementation costs incurred to develop or ~~items in the financial statements as other compensation costs arising from services rendered by the pertinent employees during the period.~~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, ~~2017,~~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 ~~guidance~~standard on our consolidated financial statements.

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

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

1719

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Notes to Condensed Consolidated Financial Statements (Unaudited)


3.	Related Party Transactions.

Our second amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including, without limitation, buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act. The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates.

Investment Funds

During the ~~nine~~three months ended ~~September 30, 2017 and 2016,~~March 31, 2018, Mr. Icahn and his affiliates (excluding us) invested ~~$600~~$280 million ~~and $498 million, respectively,~~ in the Investment Funds, net of redemptions. As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us) was approximately ~~$4.6~~$4.7 billion and ~~$3.7~~$5.0 billion, respectively, representing approximately ~~61%~~50% and ~~69%~~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 ~~September 30, 2017~~March 31, 2019 and ~~2016, $2~~2018, $3 million and ~~$21~~$1 million, respectively, was allocated to the Investment Funds based on this expense-sharing ~~arrangement and for the nine months ended September 30, 2017 and 2016, such allocation was $7 million and $28 million, respectively.~~arrangement.

~~Automotive~~Hertz Global Holdings, Inc.

As discussed in Note 4, "Investments and Related Matters," the Investment Funds have an investment in the common stock of Hertz Global Holdings, Inc. ("Hertz") measured at fair value that would have otherwise been subject to the equity method of ~~accounting beginning in the fourth quarter of 2016. Pep Boys~~accounting. Icahn Automotive provides services to Hertz in the ordinary course of business. For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2019 and 2018, revenue from Hertz was $5$12 million and ~~$10~~$6 million, respectively. Additionally, Federal-Mogul had payments to Hertz in the ordinary course of business of $2$1 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018.

~~Railcar~~

~~ARL~~

~~On February 29, 2016, Icahn Enterprises~~In addition to our transactions with Hertz disclosed above, in January 2018, we entered into a ~~contribution agreement~~Master Motor Vehicle Lease and Management Agreement with ~~an affiliate of Mr. Icahn~~Hertz, pursuant to which Hertz granted 767 Leasing the option to acquire certain vehicles from Hertz at rates aligned with the ~~remaining 25% economic interest in ARL not already~~rates at which Hertz sells vehicles to third parties. Under this agreement, Hertz will lease the vehicles that 767 Leasing purchases from Hertz, or from third parties, under a mutually developed fleet plan and Hertz will manage, service, repair, sell and maintain those leased vehicles on behalf of 767 Leasing. Additionally, Hertz will rent the leased vehicles to transportation network company drivers from rental counters within locations leased or owned by us. ~~Pursuant~~This agreement has an initial term of 18 months and is subject to ~~this contribution~~automatic six-month renewals thereafter, unless terminated by either party (with or without cause) prior to the start of any such six-month renewal. Our agreement we contributed 685,367 newly issued depositary units of Icahn Enterprises to such affiliate in exchange for the remaining 25% economic interest in ARL. As a result of the transaction, we owned a 100% economic interest in ARL. This transactionwith Hertz was ~~authorized~~unanimously approved by the independent ~~committee of the board of~~ directors of Icahn Enterprises' audit committee. Due to the ~~general partner~~nature of ~~Icahn Enterprises. The independent committee was advised by independent counsel~~our involvement with 767 Leasing, which includes guaranteeing the payment obligations of 767 Leasing and ~~retained~~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 March 31, 2019 and December 31, 2018, 767 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 ~~independent financial advisor which rendered a fairness opinion.~~equity method investment in 767 Leasing of $86 million and $59 million, respectively.

~~Transactions with~~

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

ACF Industries 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~~ACF;

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

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

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

•Railcar repair services and support for ACF

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

Purchases from ACF were $1 million ~~and $4 million~~ for the three ~~and nine~~ months ended ~~September 30, 2017, respectively, and $2 million and $4 million for~~March 31, 2018. For the three ~~and nine~~ months ended ~~September 30, 2016, respectively. For each of the three and nine months ended September 30, 2017 and 2016,~~March 31, 2018, revenues from ACF were not material.

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

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

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

Insight Portfolio Group LLC

Insight Portfolio Group LLC ("Insight Portfolio Group") is an entity formed and controlled by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates. Icahn Enterprises Holdings has a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group's operating expenses. In addition to the minority equity interest held by Icahn Enterprises Holdings, certain subsidiaries of ours, including ~~Federal-Mogul,~~ CVR Energy, 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 ~~each of~~ the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, we and certain of our subsidiaries paid certain of Insight Portfolio Group's operating expenses of ~~less than~~ $1 ~~million. For each of the nine months ended September 30, 2017~~million and ~~2016, we and certain of our subsidiaries paid~~ $2 million, ~~in respect~~respectively.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to ~~certain of Insight Portfolio Group's operating expenses.~~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

September 30, 2017 December 31, 2016
Assets (in millions)
Investments:
   Equity securities:
      Basic materials $ 867
$ 963
      Consumer, non-cyclical 2,459
2,677
      Energy 1,178
1,278
      Financial 2,111
2,385
      Technology 908
911
      Other 1,020
809
8,543
9,023

   Corporate debt securities 473
190
$ 9,016
$ 9,213
Liabilities
Securities sold, not yet purchased, at fair value:
   Equity securities:
      Consumer, non-cyclical $ 219
$ —
      Consumer, cyclical 798
968
      Energy 94
19
      Industrial 102
100
1,213
1,087

   Corporate debt securities 45
52
$ 1,258
$ 1,139
The portion of unrealized gains that relates to securities still held by our Investment segment, primarily equity securities, was $558 million and $175 million for the three months ended 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 Caesars Entertainment Corporation ("Caesars") after considering the collective ownership in such entities by the Investment Funds and 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 Caesars each file annual, quarterly and current reports, and proxy and information statements with the SEC, which are publicly available.

As of March 31, 2019, the Investment Funds owned approximately 23.1% of the outstanding common stock of Hertz. Our Investment segment recorded net gains (losses) of $95 million and $(52) million for the three months ended March 31, 2019 and 2018, respectively, with respect to its investment in Hertz. As of March 31, 2019 and December 31, 2018, the aggregate fair value of our Investment segment's investment in Hertz was $337 million and $320 million, respectively.

As of March 31, 2019, the Investment Funds owned approximately 18.4% of the outstanding common stock of Herbalife. Our Investment segment recorded net (losses) gains of $(168) million and $544 million for the three months ended March 31, 2019 and 2018, respectively, with respect to its investment in Herbalife. As of March 31, 2019 and December 31, 2018, the

1922

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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

The Investment Funds also owned approximately 21.0% of the outstanding common stock of Herbalife Ltd. ("Herbalife") as of September 30, 2017. Beginning in the third quarter of 2016, this investment would have become subject to the equity method of accounting, after considering additional ownership in Herbalife by an affiliate of Mr. Icahn as well as the collective representation on the board of directors of Herbalife, however, our Investment segment elected to continue to apply the fair value option to this investment. Our Investment segment recorded net (losses) gains of $(64) million and $359 million for the three and nine months ended September 30, 2017, respectively, with respect to its investment in Herbalife, and for the three and nine months ended September 30, 2016, such gains were $52 million and $119 million, respectively. As of September 30, 2017 and December 31, 2016, the aggregate fair value of our Investment segment's investment in Herbalife was approximately ~~$1.2~~$1.5 billion and ~~$867~~$1.7 billion, respectively.

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 elected the fair value option with respect to our investment in Caesars, beginning in the first quarter of 2019. Our Investment segment recorded net gains of $26 million ~~respectively.~~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

September 30, 2017 December 31, 2016
(in millions)
Equity method investments $ 332
$ 302
Other investments (measured at fair value) 400
366
$ 732
$ 668
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.

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

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

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

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

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 as of~~ ~~September 30, 2017~~ ~~and December 31, 2016:~~basis:


	September 30, 2017								December 31, 2016								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)	$	8,544	$	587	$	265	$	9,396	$	9,033	$	306	$	212	$	9,551	$	7,598	$	321	$	3	$	7,922	$	7,493	$	317	$	372	$	8,182
Derivative contracts, at fair value (Note 6)⁽¹⁾	9		1		—		10		—		23		—		23		—		27		—		27		7		517		—		524
	$	8,553	$	588	$	265	$	9,406	$	9,033	$	329	$	212	$	9,574	$	7,598	$	348	$	3	$	7,949	$	7,500	$	834	$	372	$	8,706
Liabilities
Securities sold, not yet purchased (Note 4)	$	1,213	$	45	$	—	$	1,258	$	1,087	$	52	$	—	$	1,139	$	447	$	—	$	—	$	447	$	468	$	—	$	—	$	468
Other liabilities	—		127		—		127		—		187		—		187		—		16		—		16		—		2		—		2
Derivative contracts, at fair value (Note 6)⁽²⁾	—		1,683		—		1,683		—		1,139		—		1,139		—		722		—		722		—		36		—		36
	$	1,213	$	1,855	$	—	$	3,068	$	1,087	$	1,378	$	—	$	2,465	$	447	$	738	$	—	$	1,185	$	468	$	38	$	—	$	506


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


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

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

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



	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

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

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

Transfers out of Level 3 during the nine months ended September 30, 2016 primarily relates to our previously held corporate debt investment in TER of $126 million. The investment was transferred out of Level 3 following TER's emergence from bankruptcy on February 26, 2016 and subsequently becoming a wholly owned consolidated subsidiary of ours upon the extinguishment of their debt and its conversion to equity in TER. Purchases during the nine months ended September 30, 2016 relates to an increase inDecember 31, 2018, we had a certain equity investment ~~classified as trading securities~~ 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

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

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

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

using the Black-Scholes option pricing model and other valuation techniques. As of September 30, 2017 and December 31, 2016, the fair value of this investment was $258 million and $207 million, respectively.

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

~~Certain assets measured at fair value using Level 3 inputs on a nonrecurring basis have been impaired.~~recent market transactions. During the three months ended ~~September 30, 2016,~~March 31, 2019, we recorded impairment charges of $79 million relating to property, plant and equipment. During the nine months ended September 30, 2017 and 2016, we recorded impairment charges of $2 million and $82 million, respectively, relating to property, plant and equipment. We determined the fair value of property, plant and equipment by applying probability weighted, expected present value techniques to the estimated future cash flows using assumptions a market participant would utilize. In addition, during the nine months ended September 30, 2017, we recorded a loss of $6 million from marking inventory down to net realizable value at our Automotive segment. Additionally,sold this investment in connection with our reclassification of certain assets from held and used to assets held for sale at our Railcar and Automotive segments, we recorded aggregate impairment charges of $6 million and $74 million for the three and nine months ended September 30, 2017, which represents the difference between the carrying value and fair value less cost to sell of such assets.its entirety.

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

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


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.

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

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

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

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

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

Certain terms of the Investment Funds' contracts with derivative counterparties, which are standard and customary to such contracts, contain certain triggering events that would give the counterparties the right to terminate the derivative instruments. In such events, the counterparties to the derivative instruments could request immediate payment on derivative instruments in net liability positions. The aggregate fair value of all of the Investment Funds' derivative instruments with credit-risk-related contingent features that are in a liability position at ~~September 30, 2017~~each of March 31, 2019 and December 31, ~~2016~~2018 was ~~$7 million and $39 million, respectively.~~zero.

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

~~Federal-Mogul is exposed~~



	March 31, 2019				December 31, 2018
	Long Notional Exposure		Short Notional Exposure		Long Notional Exposure		Short Notional Exposure
Primary underlying risk:	(in millions)
Equity contracts	$	686	$	10,870	$	118	$	8,368
Credit contracts⁽¹⁾	—		563		—		479
Commodity contracts	—		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, 2018. However, because credit spreads cannot compress below zero, our downside short notional exposure to loss is $479 million as of December 31, 2018.

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Federal-Mogul aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures not offset within its operations, Federal-Mogul enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Federal-Mogul assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.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 derivative transactions. CVR Refining holds derivative instruments, such as exchange-traded crude oil futures and certain over-the-counter forward swap agreements, which it believes provide an economic hedge on future transactions, but such instruments are not designated as hedges under U.S. GAAP. There are no premiums paid or received at inception of the derivative contracts and upon settlement.

CVR Refining's commodity derivatives include commodity swaps and forward purchase and sale commitments. CVR Refining did not have open commodity swap contracts in order to fix the margin on a portion of future production. Additionally, CVR Refining may enter into price and basis swaps in order to fix the price on a portion of its commodity purchases and product sales. The physical volumes are not exchanged and these contracts are net settled with cash. The contract fair value of the commodity swaps is reflected on the condensed consolidated balance sheets with changes in fair value currently recognized in the condensed consolidated statements of operations. Quoted prices for similar assets or liabilities in active markets (Level 2) are considered to determine the fair values for the purpose of marking to market the hedging instruments at ~~each period end. At September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018. As of March 31, 2019 and December 31, 2018, CVR Refining had open ~~commodity swap instruments consisting of 16.2 million~~forward purchase and ~~4.0~~sale commitments for 2 million barrels and 2 million barrels, respectively, of ~~crack spreads, respectively, primarily to fix the margin on a portion~~Canadian crude oil priced at fixed differentials that are not considered probable of ~~its future gasoline~~physical settlement and ~~distillate production.~~are accounted for as derivatives.

Consolidated Derivative Information

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

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

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

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

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


Derivatives Not Designated as Hedging Instruments	Asset Derivatives⁽¹⁾						Liability Derivatives⁽²⁾
Derivatives Not Designated as Hedging Instruments	September 30, 2017			December 31, 2016			September 30, 2017			December 31, 2016
													Asset Derivatives⁽¹⁾						Liability Derivatives
													March 31, 2019			December 31, 2018			March 31, 2019			December 31, 2018
	(in millions)												(in millions)
Equity contracts	$	21		$	15		$	1,676		$	1,104		$	28		$	568		$	736		$	170
Credit contracts	—			17			7			39			12			76			—			—
Commodity contracts	5			2			17			11			1			15			—			1
Sub-total	26			34			1,700			1,154			41			659			736			171
Netting across contract types⁽³⁾⁽²⁾	(17		)	(15		)	(17		)	(15		)	(14		)	(135		)	(14		)	(135		)
Total⁽³⁾⁽²⁾	$	9		$	19		$	1,683		$	1,139		$	27		$	524		$	722		$	36


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


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


⁽³⁾	Excludes netting of cash collateral received and posted. The total collateral posted at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018 was ~~$818~~$613 million and ~~$634~~$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 September 30,						Nine Months Ended September 30,
Derivatives Not Designated as Hedging Instruments	2017			2016			2017			2016
													Three Months Ended March 31,
													2019			2018
	(in millions)												(in millions)
Equity contracts	$	(350	)	$	(448	)	$	(1,185	)	$	(1,106	)	$	(1,101	)	$	58
Foreign exchange contracts	—			(7		)	—			(21		)
Credit contracts	(15		)	(44		)	(32		)	87			(64		)	53
Interest rate contracts	—			—			—			(12		)
Commodity contracts	(20		)	32			(36		)	(36		)	2			95
	$	(385	)	$	(467	)	$	(1,253	)	$	(1,088	)	$	(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.~~our Energy segment. (Losses) gains recognized on derivatives for our Investment segment were $(1,179) million and $147 million for the three months ended March 31, 2019 and 2018, respectively. Gains recognized on derivatives for our Energy segment were $16 million and $59 million for the three months ended March 31, 2019 and 2018, respectively.

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

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


⁽¹⁾7.	The short notional amount on our credit default swap positions was approximately $1.9 billion and $2.6 billion as of September 30, 2017 and December 31, 2016, respectively. However, because credit spreads cannot compress below zero, our downside short notional exposure to loss is $326 million and $472 million as of September 30, 2017 and December 31, 2016, respectively. 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


8.	Goodwill and Intangible Assets, Net.

Goodwill consists of the following:



	March 31, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Impairment			Net Carrying Value		Gross Carrying Amount		Accumulated Impairment			Net Carrying Value
	(in millions)
Automotive	$	336	$	(87	)	$	249	$	328	$	(87	)	$	241
Food Packaging	6		—			6		6		—			6
	$	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)

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

As of September 30, 2017, Federal-Mogul has foreign currency denominated debt, of which $890 million is designated as a net investment hedge in certain foreign subsidiaries and affiliates of Federal-Mogul. Changes to its carrying value are included in other comprehensive loss as translation adjustments and other. These debt instruments are discussed further in Note 9, “Debt.” The amount recognized in accumulated other comprehensive loss for the three and nine months ended September 30, 2017 was a loss of $25 million and $71 million, respectively.


7.	~~Inventories, Net~~.

~~Inventories, net consists of the following:~~

September 30, 2017 December 31, 2016
(in millions)
Raw materials $ 523
$ 483
Work in process 343
299
Finished goods 2,390
2,201
$ 3,256
$ 2,983


8.	~~Goodwill and Intangible Assets, Net~~.

~~Goodwill consists of the following:~~

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

Net
Carrying
Value

Gross
Carrying
Amount

Accumulated
Impairment

Net
Carrying
Value
(in millions)
Automotive $ 1,723
$ (537 ) $ 1,186
$ 1,662
$ (537 ) $ 1,125
Railcar 7
—
7
7
—
7
Food Packaging 6
—
6
4
—
4
$ 1,736
$ (537 ) $ 1,199
$ 1,673
$ (537 ) $ 1,136

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

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

Net
Carrying
Value

Gross
Carrying
Amount

Accumulated
Amortization

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



Trademarks and brand names $ 307
$ 305
Gaming licenses 37
37
344
342
Intangible assets, net $ 1,072
$ 1,116
Amortization expense associated with definite-lived intangible assets was $10 million and $12 million for the three months ended March 31, 2019 and 2018, 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.	Leases.

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 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

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~Amortization~~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 ~~associated with definite-lived intangible~~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 ~~was $26~~leased to others included in property, plant and equipment of $219 million and ~~$23~~$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 ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, respectively, and ~~$75 million and $72~~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 ~~nine months ended September 30, 2017~~remainder of 2019, $33 million in 2020 and ~~2016, respectively. We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets.~~$10 million in 2021 and thereafter.

~~Acquisitions~~

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

~~Impairment of Goodwill~~

We perform the annual goodwill impairment test for our Energy segment as of April 30 of each year, or more frequently if impairment indicators exist. During the first quarter of 2016, due to worsening sales trends for our Energy segment's petroleum reporting unit, we performed an interim goodwill impairment analysis. Based on this analysis, our Energy segment recognized a goodwill impairment charge of $574 million, which represented the full amount of the remaining goodwill allocated to the petroleum reporting unit as well as the Energy segment.29


9.	~~Debt~~.

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

~~Icahn Enterprises and Icahn Enterprises Holdings~~

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

The New Notes and the related guarantee are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness. All of our senior unsecured notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness. All of our senior unsecured notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.

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

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

~~Automotive~~

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

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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

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


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

~~Federal-Mogul, ARI~~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 ~~Viskase each sponsor several defined benefit pension plans (the ''Pension Benefits'') (and,~~restrictions as described in the ~~case~~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 ~~Viskase, its pension plans include defined contribution plans). Additionally, Federal-Mogul~~deferred financing costs and ~~Viskase each sponsor health care~~debt discounts and ~~life insurance benefits (''Other Post-Retirement Benefits'') for certain employees~~premiums included in interest expense in the condensed consolidated statements of operations were $1 million and ~~retirees around the world.~~

~~Components of net periodic benefit cost~~$1 million for the three ~~and~~ ~~nine~~months ended ~~September 30, 2017~~March 31, 2019 and ~~2016 are as follows:~~2018, respectively.

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

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

2730

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


11.	Net Income Per LP Unit.

The ~~following table sets forth the allocation~~components of ~~net income attributable to Icahn Enterprises allocable to limited partners and~~ the computation of basic and diluted income (loss) per LP unit from continuing and discontinued operations of Icahn ~~Enterprises:~~Enterprises are as follows:

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

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



	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~~three months ended March 31, 2019. One million weighted average units are dilutive for the three months ended March 31, 2018 relating to ~~acquire newly issued depositary~~potentially dilutive units ~~of Icahn Enterprises. The rights offering, which expired on February 22, 2017, was fully subscribed~~as discussed below, with total basic subscription rights and over-subscription rights being exercised resulting in a total of 11,171,104 depositary units issued on March 1, 2017 and for aggregate proceeds of $600 million. Affiliates of Mr. Icahn fully exercised all of the basic subscription rights and over-subscription rights allocated to them in the rights offering aggregating 10,525,105 additional depositary units.no income effect.

LP Unit ~~Distributions~~Distribution

On February ~~27, 2017,~~26, 2019, Icahn Enterprises declared a quarterly distribution in the amount of ~~$1.50~~$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. AsBecause the depositary unitholder has the election to receive the distribution either in cash or additional depositary units, we recorded a ~~result, on~~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 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 quarterly distribution in depositary units.

On April ~~18, 2017,~~17, 2019, Icahn Enterprises distributed an aggregate ~~4,335,685~~4,859,461 depositary units to ~~unit holders~~unitholders electing to receive depositary units, inof which an aggregate of 4,784,706 depositary units were distributed to Mr. Icahn and his affiliates. In connection with this ~~distribution.~~

~~On May 3, 2017, Icahn Enterprises declared a quarterly~~ distribution, aggregate cash distributions to all depositary unitholders was $26 million in the amount of $1.50 per depositary unit in which each depositary unit holder had the option to make an election to receive either cash or additional depositary units. As a result, on June 13, 2017, Icahn Enterprises distributed an aggregate 4,556,977 depositary units to unit holders electing to receive depositary units in connection with this distribution.

On August 2, 2017, Icahn Enterprises declared a quarterly distribution in the amount of $1.50 per depositary unit in which each depositary unit holder had the option to make an election to receive either cash or additional depositary units. As a result, on September 15, 2017, Icahn Enterprises distributed an aggregate 4,272,982 depositary units to unit holders electing to receive depositary units in connection with this distribution.April 2019.

2017 Incentive Plan

During the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2019 and 2018, Icahn Enterprises distributed ~~2,388~~10,656 and ~~5,418~~15,071 depositary units, 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.~~Plan (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.~~units and diluted income per LP unit.

2831

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


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


	Three Months Ended September 30, 2017																																			Three Months Ended March 31, 2019
	Investment			Automotive			Energy			Railcar			Gaming			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	$	—		$	2,493		$	1,453		$	68		$	—		$	110		$	21		$	99		$	2	$	46		$	—		$	4,292		$	—		$	1,486		$	550		$	95		$	93		$	2	$	39		$	35		$	—	$	—		$	2,300
Other revenues from operations	—			96			—			66			246			—			—			—			19		—			—			427			—			—			143			—			—			19		—			—			—		—			162
Net income from investment activities	386			—			—			—			—			—			—			—			—		—			34			420
Net loss from investment activities																																				(609		)	—			—			—			—			—		—			—			—		(65		)	(674		)
Interest and dividend income	27			3			1			1			—			—			—			—			2		—			3			37			42			—			—			—			—			—		—			1			—		21			64
Gain (loss) on disposition of assets, net	—			1			(1		)	(10		)	—			—			—			—			456		—			—			446
Other (loss) income, net	(9		)	15			(16		)	1			60			(1		)	(2		)	4			1		—			5			58			(1		)	1			4			(3		)	—			2		—			—			—		—			3
	404			2,608			1,437			126			306			109			19			103			480		46			42			5,680			(568		)	1,487			697			92			93			23		39			36			—		(44		)	1,855
Expenses:
Cost of goods sold	—			2,022			1,356			65			—			105			15			75			2		39			—			3,679			—			1,303			375			75			92			2		33			20			—		—			1,900
Other expenses from operations	—			107			—			25			109			—			—			—			13		—			—			254			—			—			119			—			—			12		—			—			—		—			131
Selling, general and administrative	3			455			35			9			87			5			4			14			2		11			8			633			2			37			252			15			4			5		10			7			—		4			336
Restructuring, net	—			4			—			—			—			—			—			1			—		—			—			5			—			—			—			7			—			—		—			—			—		—			7
Impairment	—			4			—			1			—			—			—			—			—		—			—			5
Interest expense	42			42			28			5			3			—			2			3			—		—			82			207			18			26			5			4			—			—		—			2			—		84			139
	45			2,634			1,419			105			199			110			21			93			17		50			90			4,783			20			1,366			751			101			96			19		43			29			—		88			2,513
Income (loss) before income tax benefit (expense)	359			(26		)	18			21			107			(1		)	(2		)	10			463		(4		)	(48		)	897
Income tax benefit (expense)	—			19			(2		)	(6		)	(27		)	2			—			(4		)	—		—			(50		)	(68		)
Net income (loss)	359			(7		)	16			15			80			1			(2		)	6			463		(4		)	(98		)	829
Less: net income (loss) attributable to non-controlling interests	221			2			(2		)	3			7			—			—			1			—		—			—			232
Net income (loss) attributable to Icahn Enterprises	$	138		$	(9	)	$	18		$	12		$	73		$	1		$	(2	)	$	5		$	463	$	(4	)	$	(98	)	$	597
(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	$	—		$	113		$	23		$	30		$	30		$	1		$	10		$	6		$	7	$	2		$	—		$	222		$	—		$	29		$	13		$	7		$	5		$	6	$	1		$	4		$	—	$	—		$	65
Depreciation and amortization⁽¹⁾	$	—		$	128		$	70		$	15		$	19		$	5		$	2		$	5		$	5	$	2		$	—		$	251
Depreciation and amortization																																				$	—		$	83		$	24		$	6		$	4		$	4	$	2		$	—		$	—	$	—		$	123

2932

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






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

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

Disaggregation of Revenue

In addition to the condensed statements of operations by reporting segment above, we provide additional disaggregated revenue information for and Energy and Automotive segments below.

Energy

Disaggregated revenue for 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

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







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

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

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

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






Net sales $ —
$ 7,140
$ 3,429
$ 315
$ —
$ 206
$ 49
$ 243
$ 13
$ 151
$ —
$ 11,546
Other revenues from operations —
314
—
398
740
—
—
—
54
—
—
1,506
Net (loss) gain from investment activities (841 ) —
5
—
—
—
—
—
—
—
10
(826 )
Interest and dividend income 84
2
1
2
—
—
1
—
—
—
7
97
Gain on disposition of assets, net —
8
(1 ) 1
—
1
—
—
1
—
—
10
Other (loss) income, net (3 ) 52
(9 ) 3
3
—
(9 ) 4
—
1
1
43
(760 ) 7,516
3,425
719
743
207
41
247
68
152
18
12,376
Expenses:
Cost of goods sold —
5,797
3,297
270
—
217
43
185
10
130
—
9,949
Other expenses from operations —
323
—
186
358
—
—
—
35
—
—
902
Selling, general and administrative 28
1,131
103
32
329
14
12
39
9
28
11
1,736
Restructuring, net —
28
—
—
—
1
—
—
—
—
—
29
Impairment —
4
574
—
92
—
—
—
—
—
—
670
Interest expense 184
118
56
66
9
—
5
10
1
—
216
665
212
7,401
4,030
554
788
232
60
234
55
158
227
13,951
(Loss) income before income tax (expense) benefit (972 ) 115
(605 ) 165
(45 ) (25 ) (19 ) 13
13
(6 ) (209 ) (1,575 )
Income tax (expense) benefit —
(12 ) 17
(42 ) (24 ) 12
(2 ) (5 ) —
—
(25 ) (81 )
Net (loss) income (972 ) 103
(588 ) 123
(69 ) (13 ) (21 ) 8
13
(6 ) (234 ) (1,656 )
Less: net (loss) income attributable to non-controlling interests (526 ) 18
(259 ) 25
11
—
(5 ) 2
—
—
—
(734 )
Net (loss) income attributable to Icahn Enterprises $ (446 ) $ 85
$ (329 ) $ 98
$ (80 ) $ (13 ) $ (16 ) $ 6
$ 13
$ (6 ) $ (234 ) $ (922 )

Supplemental information:
Capital expenditures $ —
$ 306
$ 106
$ 104
$ 63
$ 3
$ 12
$ 11
$ —
$ 10
$ —
$ 615
Depreciation and amortization⁽¹⁾
$ —
$ 337
$ 191
$ 103
$ 53
$ 17
$ 3
$ 15
$ 15
$ 5
$ —
$ 739


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

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

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

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

Balance Sheets

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



	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

September 30, 2017
Investment Automotive Energy Railcar Gaming Metals Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated
(in millions)
ASSETS
Cash and cash equivalents $ 17
$ 366
$ 849
$ 106
$ 125
$ 14
$ 17
$ 18
$ 41
$ 1
$ 484
$ 2,038
Cash held at consolidated affiliated partnerships and restricted cash 951
—
—
19
15
4
—
2
2
4
2
999
Investments 9,016
302
6
24
27
—
—
—
—
—
373
9,748
Accounts receivable, net —
1,477
143
34
11
57
8
78
10
35
—
1,853
Inventories, net —
2,618
340
73
—
30
26
93
—
76
—
3,256
Property, plant and equipment, net —
3,453
3,239
1,180
800
89
177
166
454
73
—
9,631
Goodwill and intangible assets, net —
1,817
303
7
74
3
—
36
31
—
—
2,271
Other assets 1,026
618
67
467
281
26
23
106
393
4
10
3,021
   Total assets $ 11,010
$ 10,651
$ 4,947
$ 1,910
$ 1,333
$ 223
$ 251
$ 499
$ 931
$ 193
$ 869
$ 32,817
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other liabilities $ 1,712
$ 3,066
$ 1,532
$ 351
$ 187
$ 52
$ 46
$ 96
$ 57
$ 35
$ 216
$ 7,350
Securities sold, not yet purchased, at fair value 1,258
—
—
—
—
—
—
—
—
—
—
1,258
Due to brokers 603
—
—
—
—
—
—
—
—
—
—
603
Post-employment benefit liability —
1,127
—
9
—
2
—
72
—
—
—
1,210
Debt —
3,451
1,166
552
162
—
58
273
23
5
5,508
11,198
   Total liabilities 3,573
7,644
2,698
912
349
54
104
441
80
40
5,724
21,619

Equity attributable to Icahn Enterprises 2,882
2,852
941
787
841
169
123
40
851
153
(4,855 ) 4,784
Equity attributable to non-controlling interests 4,555
155
1,308
211
143
—
24
18
—
—
—
6,414
   Total equity 7,437
3,007
2,249
998
984
169
147
58
851
153
(4,855 ) 11,198
   Total liabilities and equity $ 11,010
$ 10,651
$ 4,947
$ 1,910
$ 1,333
$ 223
$ 251
$ 499
$ 931
$ 193
$ 869
$ 32,817



	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

December 31, 2016
Investment Automotive Energy Railcar Gaming Metals Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated
(in millions)
ASSETS
Cash and cash equivalents $ 13
$ 353
$ 736
$ 179
$ 244
$ 4
$ 14
$ 39
$ 24
$ 2
$ 225
$ 1,833
Cash held at consolidated affiliated partnerships and restricted cash 752
2
—
19
15
5
—
2
2
4
3
804
Investments 9,213
270
6
35
33
—
—
—
—
—
324
9,881
Accounts receivable, net —
1,270
152
40
12
29
5
63
3
35
—
1,609
Inventories, net —
2,353
349
75
—
38
25
72
—
71
—
2,983
Property, plant and equipment, net —
3,302
3,358
1,567
814
100
152
152
602
75
—
10,122
Goodwill and intangible assets, net —
1,801
318
7
75
4
—
8
38
1
—
2,252
Other assets 1,518
504
94
1,410
209
13
23
92
18
5
1
3,887
   Total assets $ 11,496
$ 9,855
$ 5,013
$ 3,332
$ 1,402
$ 193
$ 219
$ 428
$ 687
$ 193
$ 553
$ 33,371
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other liabilities $ 1,236
$ 2,870
$ 1,474
$ 2,100
$ 153
$ 34
$ 38
$ 69
$ 20
$ 29
$ 168
$ 8,191
Securities sold, not yet purchased, at fair value 1,139
—
—
—
—
—
—
—
—
—
—
1,139
Due to brokers 3,725
—
—
—
—
—
—
—
—
—
—
3,725
Post-employment benefit liability —
1,113
—
9
—
2
—
56
—
—
—
1,180
Debt —
3,259
1,165
571
287
2
55
265
25
—
5,490
11,119
   Total liabilities 6,100
7,242
2,639
2,680
440
38
93
390
45
29
5,658
25,354

Equity attributable to Icahn Enterprises 1,669
2,292
1,034
444
730
155
104
25
642
164
(5,105 ) 2,154
Equity attributable to non-controlling interests 3,727
321
1,340
208
232
—
22
13
—
—
—
5,863
   Total equity 5,396
2,613
2,374
652
962
155
126
38
642
164
(5,105 ) 8,017
   Total liabilities and equity $ 11,496
$ 9,855
$ 5,013
$ 3,332
$ 1,402
$ 193
$ 219
$ 428
$ 687
$ 193
$ 553
$ 33,371

3234

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


13.	Discontinued Operations.

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


14.	Income Taxes.

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

For the three months ended ~~September 30, 2017,~~March 31, 2019, we recorded an income tax expense of ~~$68~~$6 million on pre-tax ~~income~~loss from continuing operations of ~~$897~~$658 million compared to an income tax expense of ~~$15~~$17 million on pre-tax income from continuing operations of ~~$253~~$384 million for the three months ended ~~September 30, 2016.~~March 31, 2018. Our effective income tax rate was ~~7.6%~~(0.9)% and ~~5.9%~~4.4% for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, respectively.

For the three months ended ~~September 30, 2017,~~March 31, 2019, the effective tax rate was lower than the statutory federal rate of ~~35%~~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.

For the three months ended September 30, 2016, the effective tax rate was lower than the statutory federal rate of 35%, primarily due to partnership income not subject to taxation, as such income is allocated to the partners.

For the nine months ended September 30, 2017, we recorded an income tax expense of $110 million on pre-tax income of approximately $2.5 billion compared to an income tax expense of $81 million on pre-tax loss of approximately ~~$1.6 billion~~ ~~for the nine months ended~~ ~~September 30, 2016. Our effective income tax rate was~~ ~~4.4%~~ ~~and~~ ~~(5.1)%~~ ~~for the nine months ended~~ ~~September 30, 2017~~ ~~and 2016, respectively.~~

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

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


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

~~Changes in accumulated other comprehensive loss consists of the following:~~

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

3335

ICAHN ENTERPRISES L.P. AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


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	)


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


~~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 ~~$49~~$36 million and ~~$50~~$37 million as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively, primarily within our ~~Automotive,~~Metals and Energy ~~and Metals~~ segments and which are included in accrued expenses and other liabilities in our condensed consolidated balance sheets. We do not believe that environmental matters will have a material adverse impact on our consolidated results of operations and financial condition.

~~Automotive~~On August 21, 2018, CVR Refining received a letter from the 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 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 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 its financial position, results of operations or cash flows.

~~Federal-Mogul~~Renewable Fuel Standards

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

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

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

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

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

~~Energy~~

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

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

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

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

~~Metals~~

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

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

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

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

~~Renewable Fuel Standards~~

CVR Refining is subject to the Renewable Fuel Standard which requires refiners to either blend "renewable fuels" with their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of ~~blending, by March 31, 2018 or otherwise be subject~~blending. CVR Refining is not able to ~~penalties.~~

~~On December 12, 2016,~~blend the ~~United States Environmental Protection Agency ("EPA") published in~~substantial majority of its transportation fuels and has to purchase RINs on the ~~Federal Register a final rule establishing the renewable fuel volume mandates~~open market, as well as waiver credits for ~~2017, and the biomass-based diesel mandate for 2018. On July 21, 2017,~~cellulosic biofuels from the EPA, ~~published~~ in order to comply with the ~~Federal Register its proposed rule establishing~~RFS.

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

~~RINs expense was $64 million and $58 million for~~ three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, respectively, and $164~~2018, our Energy segment recognized expense of $13 million and ~~$152~~a benefit of $23 million, ~~for nine months ended September 30, 2017 and 2016, respectively.~~respectively, which is included in cost of goods sold in the condensed consolidated statements of operations. Our Energy segment's cost to comply with the RFS includes the purchased cost of RINs, ~~expense includes~~ the impact of recognizing ~~the petroleum business'~~CVR Refining's uncommitted biofuel blending obligation at fair value based on market prices at each reporting ~~date. As~~date and is reduced by the valuation change of ~~September 30, 2017 and December 31, 2016, the petroleum business' biofuel blending~~RINs purchases in excess of CVR Refining's RFS obligation was $185 million and $186 million, respectively, which is included in accrued expenses and other liabilities in our condensed consolidated balance sheets. The petroleum business' uncommitted biofuel blending obligation recognized at fair value as of ~~September 30, 2017 and December 31, 2016 was $127 million and $186 million, respectively.~~the reporting date.

Litigation

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

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

On April 25, 2014, a group of plaintiffs brought an action against Federal-Mogul Products, Inc. ("FM Products"), a wholly-owned subsidiary of Federal-Mogul, alleging injuries and damages associated with the discharge of chlorinated hydrocarbons by the former owner of a facility located in Kentucky. Since 1998, when FM Products acquired the facility, it has been cooperating with the applicable regulatory agencies on remediating the prior discharges pursuant to an order entered into by the facility’s former owner. Federal-Mogul does not currently believe the outcome of this litigation will have a material impact on its financial statements.

~~On September 29, 2016, September 30, 2016, October 12, 2016 and October 19, 2016, respectively, four putative class actions, captioned~~ ~~Skybo v. Ninivaggi et al., C.A. No. 12790,~~ ~~Lemanchek v. Ninivaggi et al., C.A. No. 12791,~~ ~~Raul v. Ninivaggi et al., C.A. No. 12821 and~~ ~~Mercado v. Ninivaggi et al., C.A. No. 12837, were~~nine lawsuits filed in the Court of Chancery of the State of Delaware ~~against~~by purported former unitholders of CVR Refining, on behalf of themselves and an alleged class of similarly situated unitholders (the “Call Option Lawsuits”). The Call Option Lawsuits primarily allege breach of contract, tortious interference and breach of the ~~Board~~implied covenant of ~~Directors~~good faith and fair dealing and seek monetary damages and attorneys’ fees, among other remedies, relating to CVR Energy's exercise of ~~Federal-Mogul (the "FM Board")~~the call option under the CVR Refining Amended and ~~Icahn Enterprises, Icahn Enterprises Holdings, certain~~Restated Agreement of ~~their affiliates and Icahn Enterprises' Board of Directors (the "Icahn Defendants"), and,~~Limited Partnership assigned to it by CVR Refining’s general partner. The Call Option Lawsuits are in the ~~case~~earliest stages of ~~Raul, Federal-Mogul. The complaints allege that, among other things,~~litigation. CVR Energy believes the ~~FM Board breached its fiduciary duties by approving the proposed Merger Agreement, that the Icahn Defendants breached their fiduciary duties~~Call Option Lawsuits are without merit and intends to ~~the minority stockholders of Federal-Mogul and/or aided and abetted the FM Board’s breaches of its fiduciary duties, as well as alleging certain material~~

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

~~On October 5, 2016, a putative class action captioned~~ ~~Sanders v. Federal-Mogul Holdings Corporation et al., C.A. No. 16-155387 was filed in the Circuit Court for Oakland County of the State of Michigan~~vigorously defend against Federal-Mogul, the FM Board and the Icahn Defendants (the "Michigan Action"). The complaint alleges, among other things, that the FM Board breached its fiduciary duties and that Federal-Mogul and the Icahn Defendants aided and abetted the FM Board’s breaches of its fiduciary duties, as well as alleging certain material misstatements and omissions in the Schedule 14D-9. The complaint alleges that, among other things, the then-Offer Price was unfair and the result of an unfair sales process that included conflicts of interest. In addition, the complaint alleges that the Merger Agreement contains certain allegedly preclusive deal protection provisions, including a no-solicitation provision, an information rights provision and a matching rights provision. Among other things, the complaint sought to enjoin the transactions contemplated by the Merger Agreement, or, in the event that the transactions were consummated, rescind the transactions or award rescissory damages, as well as award money damages and costs, including reasonable attorneys’ and experts’ fees. On March 6, 2017, the plaintiffs filed an amended complaint which, among other things, dropped Federal-Mogul as a defendant. The amended complaint also: named certain additional Icahn-affiliated individuals and entities as defendants; deleted various allegations relating to process and purported disclosure deficiencies; added allegations regarding the commencement and extension of the Offer, the increase in the Offer price, the closing of the transaction, Federal-Mogul's subsequent performance and public statements, Mr. Ninivaggi’s post-merger employment with Icahn Enterprises, and the independence of certain directors; and eliminated the request for injunctive relief given the consummation of the transaction. On April 4, 2017, the Court entered a stipulated order staying the Michigan Action pending final determination of the Delaware Action. On October 16, 2017, the plaintiffs in the Michigan Action dismissed the Michigan Action, with prejudice as to the named plaintiffs.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 FRA issued RWD No. 2016-01 [Revised] (the "Revised Directive"). The Revised Directive changes and supersedes the Original Directive in several ways.~~

The Revised Directive requires owners to identify their subject tank railcars and then from that population identify the 15% of subject tank railcars currently 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

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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.

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

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

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

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

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

Pension Obligations

Mr. Icahn, through certain affiliates, owns 100% of Icahn Enterprises GP and approximately ~~90.8%~~91.7% of Icahn Enterprises' outstanding depositary units as of ~~September 30, 2017.~~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, we and our subsidiaries are subject to the pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%~~. Therefore, as a result of our ownership of more than 80% in certain of our subsidiaries, we and our subsidiaries are subject to~~, which includes the ~~pension~~ liabilities of ~~all entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%. ACF and Federal-Mogul, are the sponsors of several~~ pension ~~plans.~~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 ~~September 30, 2017 and December~~March 31, ~~2016.~~2019. If the plans were voluntarily terminated, they would be underfunded by approximately ~~$452 million and $613~~$61 million as of ~~September 30, 2017 and December~~March 31, ~~2016, respectively.~~2019. These results are based on the most recent information provided by the plans’ ~~actuaries.~~actuary. These liabilities could increase or

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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, 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.

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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 cooperated with the request and 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 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 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

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


~~18.~~19.	Subsequent Events.

Icahn Enterprises

Distribution

On ~~November 1, 2017,~~April 30, 2019, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of ~~$1.50~~$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 ~~December~~June 20, ~~2017~~2019 to depositary ~~unit holders~~unitholders of record at the close of business on ~~November~~May 13, ~~2017.~~2019. Depositary ~~unit holders~~unitholders will have until ~~December 8, 2017~~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 ~~December 15, 2017.~~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 ~~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.

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~~Automotive~~

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

~~Railcar~~

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

4038

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 ~~September 30, 2017~~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"~~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.~~References to "we," "our" or "us" herein include both~~

We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and 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 ~~their subsidiaries, unless~~investment activity and expenses associated with our Holding Company. Our historical results also report the ~~context otherwise requires.~~results of our Railcar segment through the date we sold our last remaining railcars on lease, which occurred in the third quarter of 2018.

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, ~~casino related~~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.~~discussion, including other revenues and expenses included in continuing operations as well as our results from discontinued operations. In addition to the ~~summary~~summarized financial results below, refer to Note 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.

Revenues Net Income (Loss) Net Income (Loss) Attributable to Icahn Enterprises
Three Months Ended
September 30, Three Months Ended
September 30, Three Months Ended
September 30,
2017 2016 2017 2016 2017 2016
(in millions)
Investment $ 404
$ 435
$ 359
$ 362
$ 138
$ 111
Automotive 2,608
2,476
(7 ) 33
(9 ) 29
Energy 1,437
1,244
16
(8 ) 18
2
Railcar 126
228
15
21
12
18
Gaming 306
271
80
(83 ) 73
(89 )
Metals 109
72
1
(6 ) 1
(6 )
Mining 19
17
(2 ) (3 ) (2 ) (2 )
Food Packaging 103
80
6
2
5
1
Real Estate 480
25
463
4
463
4
Home Fashion 46
48
(4 ) (4 ) (4 ) (4 )
Holding Company 42
3
(98 ) (80 ) (98 ) (80 )
$ 5,680
$ 4,899
$ 829
$ 238
$ 597
$ (16 )

The comparability of our summarized consolidated financial results presented below is affected primarily by the performance of the Investment Funds and our Holding Company's realized and 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)						Net Income (Loss) Attributable to Icahn Enterprises						Revenues					Net Income (Loss) From Continuing Operations						Net Income (Loss) From Continuing Operations Attributable to Icahn Enterprises
	Nine Months Ended September 30,					Nine Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,					Three Months Ended March 31,						Three Months Ended March 31,
	2017		2016			2017			2016			2017			2016			2019			2018		2019			2018			2019			2018
	(in millions)																	(in millions)
Investment	$	582	$	(760	)	$	440		$	(972	)	$	212		$	(446	)	$	(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	7,870		7,516			569			103			561			85			697			686		(42		)	(34		)	(42		)	(34		)
Energy	4,391		3,425			15			(588		)	22			(329		)
Railcar	2,021		719			1,074			123			1,063			98
Gaming	744		743			90			(69		)	72			(80		)
Food Packaging																		92			91		(5		)	(3		)	(3		)	(3		)
Metals	314		207			4			(13		)	4			(13		)	93			119		(3		)	4			(3		)	4
Mining	74		41			10			(21		)	8			(16		)
Food Packaging	291		247			8			8			6			6
Real Estate	523		68			469			13			469			13			23			27		4			7			4			7
Home Fashion	138		152			(11		)	(6		)	(11		)	(6		)	39			42		(4		)	(5		)	(4		)	(5		)
Holding Company	63		18			(274		)	(234		)	(274		)	(234		)
	$	17,011	$	12,376		$	2,394		$	(1,656	)	$	2,132		$	(922	)
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

Investment

We invest our proprietary capital through various private investment funds ("Investment Funds"). As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, we had investments with a fair market value of approximately ~~$2.9~~$4.8 billion and ~~$1.7~~$5.1 billion, respectively, in the Investment Funds. As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us) was approximately ~~$4.6~~$4.7 billion and ~~$3.7~~$5.0 billion, respectively.

Our Investment segment's results of operations are reflected in net income (loss) onin the condensed consolidated statements of operations. Our Investment segment's net income (loss) is driven by the amount of funds allocated to the Investment Funds and the performance of the underlying investments in the Investment Funds. Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by ~~the~~our Holding Company and by Mr. Icahn and his affiliates. Additionally, historical performance results of the Investment Funds are not indicative of future results as past market

conditions, investment opportunities and investment decisions may not occur in the future. Changes in general market conditions coupled with changes in exposure to short and long positions have significant impact on our Investment segment's results of operations and the comparability of results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends. Refer to the "Investment Segment Liquidity" section of our "Liquidity and Capital Resources" discussion for additional information regarding our Investment segment's exposure as of ~~September 30, 2017.~~March 31, 2019.

For the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, our Investment Funds' returns were ~~5.1%~~(5.8)% and ~~6.5%, respectively, and for the nine months ended September 30, 2017 and 2016, such returns were 6.6% and (12.7)%~~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 September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2017		2016		2017		2016		2019		2018
Long positions	10.7	%	15.9	%	20.5	%	14.7	%	7.0	%	3.0	%
Short positions	(5.5	)%	(9.4	)%	(13.1	)%	(25.1	)%	(12.8	)%	1.8	%
Other	(0.1	)%	—	%	(0.8	)%	(2.3	)%	0.0	%	0.5	%
	5.1	%	6.5	%	6.6	%	(12.7	)%	(5.8	)%	5.3	%

The following table presents net (loss) income ~~(loss)~~ for our Investment segment for the three and ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018.


													Three Months Ended March 31,
	Three Months Ended September 30,						Nine Months Ended September 30,						2019			2018
	2017			2016			2017			2016			(in millions)
Long positions	$	807		$	878		$	1,467		$	413		$	715		$	193
Short positions	(440		)	(514		)	(975		)	(1,265		)	(1,306		)	170
Other	(8		)	(2		)	(52		)	(120		)	3			38
	$	359		$	362		$	440		$	(972	)	$	(588	)	$	401

Three Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018

For the three months ended September 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 a consumer, non-cyclical sector investment, a consumer, cyclical sector investment and a basic materials sector investment aggregating $683 million. The aggregate performance of investments with gains across various other sectors accounted for the additional net positive performance of our Investment segment's long positions. Losses in short positions were attributable to the negative performance of broad market hedges of $498 million and the negative performance of various other short positions across multiple sectors. Losses in short positions were offset in part by the positive performance of a certain short position in the consumer, cyclical sector of $112 million.

For the three months ended September 30, 2016, 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 energy sector investments, a financial sector investment, a consumer, cyclical sector investment and a consumer, non-cyclical sector investment aggregating $816 million and the positive performance of various other long positions across multiple sectors. Losses in short positions were attributable to the negative performance of broad market hedges of $555 million offset in part by the net performance of various other short positions.

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

For the nine months ended September 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, a technology sector investment and a consumer, cyclical sector investment aggregating approximately $1.1 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, offset in part by the aggregate performance of investments with losses in the financial sector. Losses in short positions were attributable to the negative performance of broad market hedges of approximately $1.6 billion and the negative performance of various other short positions across multiple sectors. Losses in short positions were offset in part by the positive performance of short positions in the consumer, cyclical sector aggregating $735 million.

~~For the~~ ~~nine~~ ~~months ended September 30, 2016,~~March 31, 2019, the Investment Funds' negative performance was driven by net losses in their short positions offset in part by net gains in their long positions. ~~Losses in~~The negative performance of our Investment segment's short positions ~~were attributable to~~was driven by the negative performance of broad market hedges of approximately $1.1 billion and the ~~negative~~aggregate performance of ~~various other~~ short positions with net losses across ~~multiple~~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 basic materials sector investment with gains aggregating $573 million. The aggregate performance of investments with net gains across various other sectors accounted for an additional positive performance of our Investment segment's long positions. The positive performance of long positions was offset in part by losses from a consumer, ~~cyclical~~non-cyclical sector investment with a loss of $168 million.

For the three months ended March 31, 2018, the Investment Funds' positive performance was driven by net gains in their long and ~~two energy~~short positions. The positive performance of our Investment segment's long positions was driven by gains from a consumer, non-cyclical sector ~~investments aggregating $826~~investment of $544 million offset in part by ~~two technology sector~~the aggregate performance of investments with net losses ~~aggregating $394 million.~~in the consumer, cyclical, basic materials and industrial sectors. Gains in short positions were attributable to the positive performance of broad market hedges of $136 million and the positive performance of various other short positions in the consumer, cyclical sector.

4341

~~Automotive~~

Our Automotive segment's results of operations are generally driven by the manufacturing and distribution of automotive parts. Acquisitions in recent years within our Automotive segment, including our acquisition of The Pep Boys - Manny, Moe & Jack ("Pep Boys"), provided operating synergies, added new product lines, strengthened distribution channels and enhanced our Automotive segment's ability to better service its customers. Our Automotive segment's results of operations are affected by the relative strength of global vehicle production levels, global vehicle sales levels, automotive part replacement trends, geopolitical risk and foreign currencies, among other factors.

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

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

Net sales for our Automotive segment for the three months ended September 30, 2017 increased by $147 million (6%) as compared to the comparable prior year period. The increase is primarily due to volume increases of $111 million, primarily organic sales volume increases and, to a lesser extent, sales volume increases from acquisitions, as well as $45 million due to a favorable effect of foreign currency exchange.

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

Gross margin on net sales for the three months ended September 30, 2017 increased by $24 million (5%) as compared to the comparable prior year period. Gross margin as a percentage of net sales was flat at 19% for each of the three months ended September 30, 2017 and 2016. The favorable effects of higher sales volumes, net of changes in product mix, had a positive impact on gross margin as a percentage of net sales. However, this positive impact was offset by unfavorable effects of net performance and other.

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

Net sales for our Automotive segment for the nine months ended September 30, 2017 increased by $348 million (5%) as compared to the comparable prior year period. The increase was due to volume increases of $409 million attributable to organic sales volume increases and acquisitions. Increases from acquisitions was impacted primarily from the inclusion of the results of Pep Boys for the full nine months in 2017 compared to eight months in the comparable prior year period. These sales volume increases were offset in part by the unfavorable effects of foreign currency exchange.

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

Gross margin on net sales for the nine months ended September 30, 2017 increased by $100 million (7%) as compared to the comparable prior year period. Gross margin as a percentage of net sales was flat at 19% for each of the nine months ended September 30, 2017 and 2016. The inclusion of the results of Pep Boys, whose product sales margins are higher than those of Federal-Mogul's, as well as the favorable effects of higher sales volumes, net of changes in product mix, had a positive impact on gross margin as a percentage of net sales. However, this positive impact was offset by unfavorable effects of net performance, foreign currency exchange and other.

Energy

Our Energy segment is primarily engaged in the petroleum refining and nitrogen fertilizer ~~manufacturing.~~manufacturing businesses. The petroleum business accounted for approximately 94%, and ~~92%~~95% of our Energy segment's net sales for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, respectively.

The results of operations of the petroleum business are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into petroleum products, such as gasoline, diesel fuel and jet fuel, that are produced by a refinery ("refined ~~products.~~products"). The cost to acquire crude oil and other feedstocks and the price for which refined products are ultimately sold depend on factors beyond our Energy segment's control, including the supply of and demand for crude oil, as well as gasoline and other refined products. This supply and demand ~~depends~~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 ~~our~~the petroleum business' results of operations is influenced by the rate at which the prices of refined products adjust to reflect these changes.

In addition to current market conditions, there are long-term factors that may impact the demand for refined products. These factors include mandated renewable fuels standards, proposed climate change laws and regulations, and increased mileage standards for vehicles. The petroleum business is also subject to the Renewable Fuel Standard of the United States Environmental Protection Agency, ~~("EPA"),~~ which requires it to either blend “renewable fuels” in with its transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending. The price of RINs has been extremely volatile and the future cost of RINs for the petroleum business is difficult to estimate. Additionally, the cost of RINs is dependent upon a variety of factors, which include ~~EPA regulations,~~ the availability of RINs for purchase, the price at which RINs can be purchased, transportation fuel production levels, the mix of the petroleum business' petroleum products, as well as the fuel blending performed at its refineries and downstream terminals, all of which can vary significantly from period to period. Refer to Note 17, "Commitments and Contingencies," to the condensed consolidated financial statements for further discussion of RINs.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2017		2016		2017		2016		2019		2018
	(in millions)								(in millions)
Net sales	$	1,453	$	1,240	$	4,395	$	3,429	$	1,486	$	1,537
Cost of goods sold	1,356		1,195		4,191		3,297		1,303		1,385
Gross margin	$	97	$	45	$	204	$	132	$	183	$	152

Three Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018

Net sales for our Energy segment ~~increased~~decreased by ~~$213~~$51 million ~~(17%~~(3%) for the three months ended ~~September 30, 2017~~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 ~~significantly higher sales prices as well as higher sales volume. This increase was offset in part by our nitrogen fertilizer business primarily~~lower cost of consumed crude oil due to a decrease in ~~sales prices for its products.~~

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

RINs. Gross margin for our Energy segment increased by ~~$52~~$31 million for the three months ended ~~September 30, 2017~~March 31, 2019 as compared to the comparable prior year period. Gross margin as a percentage of net sales was 7%12% and 4%10% for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, respectively, with such increase attributable to our petroleum business, offset in part by a decrease attributable to our fertilizer business.~~2018, respectively. The increase in the gross margin as a percentage of net sales for our petroleum business was primarily due to higher ~~gross margins per barrel resulting from an~~sales volumes with a lower cost of consumed crude oil. The increase in the gross margin as a percentage of net sales ~~price~~for our nitrogen fertilizer business was due to improved pricing for UAN and ammonia.

Automotive

Our Automotive segment's results of ~~gasoline~~operations are generally driven by the distribution and ~~distillates, which was offset~~installation of automotive aftermarket parts and are affected by the relative strength of automotive part replacement trends, among other factors. Acquisitions in ~~part by unfavorable changes~~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 ~~gasoline~~process of implementing a multi-year transformation plan, which includes the integration and ~~distillate basis.~~restructuring of the operations of its businesses. Our Automotive segment's priorities include:

~~Nine~~ 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 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.



	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 ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018

Net sales and other revenue from operations for our ~~Energy~~Automotive segment for the three months ended March 31, 2019 increased by ~~$966~~$7 million ~~(28%~~(1%) ~~for the nine months ended September 30, 2017~~ 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 for gasoline~~growing do-it-for-me and ~~distillates, as well as higher sales volume. This increase was~~fleet businesses, offset in part by ~~our nitrogen fertilizer business primarily due to~~ a decrease in aftermarket parts sales ~~prices for its 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 ~~$894~~$20 million ~~(27%~~(4%) ~~for the nine months ended September 30, 2017~~, as compared to the comparable prior year period. The increase was ~~primarily~~ due to ~~our petroleum business as a result of~~ higher ~~cost of consumed crude oil and other feedstock~~sales volumes as well as ~~higher volumes. This increase was offset~~a reduction in ~~part by our nitrogen fertilizer business which had a decrease in cost of material due to lower third-party costs.~~

vendor support funds. Gross margin ~~for our Energy segment increased by $72 million~~on net sales and automotive services labor revenues for the ~~nine~~three months ended ~~September 30, 2017~~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 5%29% and 4% for the nine months ended September 30, 2017 and 2016, respectively, with an increase attributable to our petroleum business offset in part by a decrease attributable to our fertilizer business. The increase in the gross margin as a percentage of net sales for our petroleum business was primarily due to higher gross margins per barrel resulting from a higher spread between crude oil and transportation fuels pricing and a favorable change in gasoline basis.

~~Railcar~~

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

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(in millions)
Net Sales/Other Revenues From Operations:
Manufacturing $ 68
$ 94
$ 184
$ 315
Railcar Leasing 52
120
266
360
Railcar Services 14
13
54
38
$ 134
$ 227
$ 504
$ 713
Cost of Goods Sold/Other Expenses From Operations:
Manufacturing $ 65
$ 86
$ 170
$ 270
Railcar Leasing 14
72
71
166
Railcar Services 11
8
36
20
$ 90
$ 166
$ 277
$ 456
Gross Margin:
Manufacturing $ 3
$ 8
$ 14
$ 45
Railcar Leasing 38
48
195
194
Railcar Services 3
5
18
18
$ 44
$ 61
$ 227
$ 257

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

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

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

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

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

~~Total manufacturing revenues~~31% for the three months ended ~~September 30, 2017 decreased by $26 million (28%) as compared to the comparable prior year period. The decrease was primarily due to fewer shipments to non-leasing customers~~March 31, 2019 and ~~a decrease in average selling prices due to more competitive pricing~~2018, respectively. Our Automotive segment has experienced some margin rate contraction for ~~both hopper~~its services and ~~tank railcars.~~

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

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

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

Total manufacturing revenues for the nine months ended September 30, 2017 decreased by $131 million (42%) as compared to the comparable prior year period. The decrease was primarily due to fewer shipments to non-leasing customers and a decrease in average selling prices due to more competitive pricing for both hopper and tank railcars.

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

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

~~Gaming~~

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

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

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

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

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

4743

~~Metals~~

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

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

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

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

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

Net sales for the nine months ended September 30, 2017 increased by $109 million (53%) compared to the comparable prior year period primarily due to higher ferrous, non-ferrous and non-ferrous auto residue shipment volumes and higher average selling prices for most grades of metal. Ferrous shipment volumes increased due to improved demand from domestic steel mills and improved flow of raw materials into the recycling yards driven by increased market pricing. Additionally, during 2017, a major new steel mill came on line which increased demand for scrap metal. Domestic mill production has benefited from trade cases and speculation regarding the recent probe into steel imports. Improved consumer market pricing was also driven primarily by the increased demand from domestic steel mills. Non-ferrous shipment volumes increased 44% during the nine months ended September 30, 2017 as compared to the comparable prior year period primarily due to utilization of the capital investment in aluminum processing capabilities at one of our facilities made in late 2016, while higher pricing reflected higher terminal market prices in 2017 as compared to 2016.

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

~~Mining~~

Our Mining segment's key performance driver has historically been from demand for raw materials from Chinese steelmakers. Since acquiring Ferrous Resources in 2015, our Mining segment has been concentrating on sales in its domestic market, Brazil.

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

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

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

Net sales for the nine months ended September 30, 2017 increased $27 million as compared to the comparable prior year period primarily due to iron ore price increases, offset in part by volume decreases. Cost of goods sold for the nine months ended September 30, 2017 increased $2 million as compared to the comparable prior year period.

Food Packaging

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

Three Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018

Net sales for the three months ended ~~September 30, 2017 increased~~March 31, 2019 decreased by ~~$18~~$2 million ~~(22%~~(2%) as compared to the corresponding prior year period. The ~~increase~~decrease was primarily due to ~~higher~~the unfavorable effects of foreign exchange and lower sales ~~volume, primarily from acquisitions, offset in part by unfavorable price and product mix.~~volumes. Cost of goods sold for the three months ended ~~September 30, 2017 increased~~March 31, 2019 decreased by ~~$14~~$2 million ~~(23%~~(3%) as compared to the corresponding prior year ~~period. Gross margin as a percentage of net sales 24% for the three months ended September 30, 2017 compared to 25% for the comparable prior year period.~~

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

~~Net sales for the nine months ended September 30, 2017 increased by $45 million (19%) as compared to the corresponding prior year period. The increase was primarily~~period due to ~~higher~~lower sales volume ~~primarily from acquisitions, offset in part by unfavorable price~~ and ~~product mix and~~the favorable effects of foreign ~~currency~~ exchange. ~~Cost of goods sold for the nine months ended September 30, 2017 increased by $33 million (18%) as compared to the corresponding prior year period.~~ Gross margin as a percentage of net sales was flat at ~~24%~~21% for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~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 March 31, 2019 and 2018

Net sales for the three months ended March 31, 2019 decreased by $25 million (21%) compared to the comparable prior year period due to lower shipment volumes and lower average selling prices for most grades of metal, particularly non-ferrous residue material, which was lower due to the trade dispute with China.

Cost of goods sold for the three months ended March 31, 2019 decreased by $18 million (16%) compared to the comparable prior year period. The decrease was primarily due to lower shipment volumes, as discussed above, and lower material costs due to lower market prices. Gross margin as a percentage of net sales was 1% and 7% for the three months ended 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 expenses primarily include sales of residential units, results from club operations, ~~and~~ rental income and expenses, including income from financing ~~leases.~~leases, and hotel, timeshare and casino operations. Sales of residential units are included in net sales in our condensed consolidated ~~financial statements.~~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 ~~financial statements.~~statements of operations. Revenue from our real estate operations for each of the three and ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 were substantially derived from income from club and rental operations.

Home Fashion

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

Three Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018

Net sales for the three months ended ~~September 30, 2017~~March 31, 2019 decreased by $2$3 million ~~(4%~~(7%) compared to the comparable prior year ~~period. The decrease was primarily~~period due to lower sales volume. Cost of goods sold for the three months ended ~~September 30, 2017~~March 31, 2019 decreased by $3 million (7%) compared to the comparable prior year period. The decrease was primarily due to lower sales volume and product mix. Gross margin as a percentage of net sales was 15% for the three months ended September 30, 2017 compared to 13% for the comparable prior year period. The increase was primarily due to product mix.

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

Net sales for the nine months ended September 30, 2017 decreased by $13 million (9%) compared to the comparable prior year period. The decrease was primarily due to lower sales volume. Cost of goods sold for the nine months ended September 30, 2017 decreased by $11 million (8%) compared to the comparable prior year ~~period. The decrease was primarily~~period due to lower sales volume. Gross margin as a percentage of net sales was ~~flat at~~15% and 14% for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018, respectively.

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 March 31, 2019 and 2018

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

Holding Company

Our Holding Company's results of operations primarily reflect the interest expense on its senior unsecured notes for each of the three months ended March 31, 2019 and 2018. In addition, our Holding Company has investment gains and losses from debt and equity investments. During 2019, net loss from investment activities was primarily attributable to an unrealized loss from an equity investment offset in part by a realized gain from an equity investment. During 2018, unrealized gains from an equity investment was offset in part by unrealized losses from a debt investment.

Other Consolidated Results of Operations

~~Gain On Disposition of Assets, Net~~

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

Selling, General and Administrative

Three Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018

Our consolidated selling, general and administrative ~~for~~during the three months ended ~~September 30, 2017 increased~~March 31, 2019 decreased by ~~$30~~$2 million ~~(5%)~~ as compared to the ~~comparable~~corresponding prior year period. ~~The increase was primarily attributable to our~~Our Automotive segment due to certain acquisitions and personnel costs associated with integration and increased customer services, offset in part by a decrease in our Gaming segment due to the closing and subsequent sale the Trump Taj Mahal Casino Resort in October 2016 and a decrease in our Investment segment due to lower compensation expense.

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

~~Our consolidated~~ selling, general and administrative ~~for the nine months ended September 30, 2017 increased by $147~~decreased $6 million ~~(8%~~(2%) as ~~compared to the comparable prior year period. The increase was primarily attributable to an increase from our Automotive segment~~a result of ~~$189 million primarily due to the inclusion of Pep Boys' results beginning in February 2016 and~~ certain ~~other acquisitions~~shared service center cost reductions as well as ~~personnel costs associated with integration~~other cost reduction initiatives implemented after the first quarter of 2018. Our Energy segment selling, general and administrative increased ~~customer services. This~~$5 million (16%) due to higher share-based compensation expense, as a result of an increase ~~was offset~~is CVR Energy share prices in ~~part by~~the first quarter of 2019 compared to a decrease in ~~our Gaming segment due to~~ the ~~closing and subsequent sale the Trump Taj Mahal Casino Resort in October 2016 and a decrease in our Investment segment due to lower compensation expense.~~

~~Restructuring, Net~~

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

~~Impairment~~

~~Refer to Note 5, "Fair Value Measurements," and Note 8, "Goodwill and Intangible Assets, Net," for discussion of impairments of assets.~~2018.

Interest Expense

Three Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018

Our consolidated interest expense during the three months ended ~~September 30, 2017~~March 31, 2019 decreased by $15 million (7%) as compared the corresponding prior year period. The decrease was primarily due to lower interest expense from our Railcar segment due to the sale of ARL in the second quarter of 2017, as well as lower interest expense from our Investment segment attributable to a decrease in due to broker balances over the respective periods. These decreases were offset in part by higher interest expense from our Holding Company due to our senior unsecured notes refinancing in the first quarter of 2017, which is subject to a higher interest rate.

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

~~Our consolidated interest expense during the nine months ended September 30, 2017 decreased by $17~~$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 Energy segment due to a certain debt offering during the second quarter of 2016, as well as higher interest expense from our Holding Company due to our senior unsecured notes refinancing in the first quarter of 2017, which is subject to a higher interest rate.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 of 35%.~~rate. Refer to Note ~~13,~~14, "Income Taxes," to the condensed consolidated financial statements for a discussion of income taxes.

~~In addition,~~Discontinued Operations

As discussed in ~~accordance~~Note 1, "Description of Business," we operated discontinued operations previously included in our Automotive and Railcar segments and our former Gaming segment effective in 2018. The sales of each of these businesses closed in the fourth quarter of 2018. See Note 13, "Discontinued Operations," for financial information with ~~FASB ASC Topic 740,~~ ~~Income Taxes, we analyze all positive and negative evidence and maintain a valuation allowance on deferred tax assets that are not considered more likely than not~~respect to ~~be realized. Based on current analysis, including increased level of income and ability to use losses previously limited, we have determined that it is more likely than not that a significant portion~~each of our ~~U.S. tax loss carryforwards and credits will be realized and have released the valuation allowance on these deferred tax assets.~~discontinued operating businesses.

Liquidity and Capital Resources

Holding Company Liquidity

We are a holding company. Our cash flow and our ability to meet our debt service obligations and make distributions with respect to depositary units likely will depend on the cash flow resulting from divestitures, equity and debt financings, interest income, returns on our interests in the Investment Funds and the payment of funds to us by our subsidiaries in the form of loans, dividends and distributions. We may pursue various means to raise cash from our subsidiaries. To date, such means include receipt of dividends and distributions from subsidiaries, obtaining loans or other financings based on the asset values of subsidiaries or selling debt or equity securities of subsidiaries through capital market transactions. To the degree any distributions and transfers are impaired or prohibited, our ability to make payments on our debt or distributions on our depositary units could be limited. The operating results of our subsidiaries may not be sufficient for them to make distributions to us. In addition, our subsidiaries are not obligated to make funds available to us and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt agreements and other agreements.

As of ~~September 30, 2017,~~March 31, 2019, our Holding Company had cash and cash equivalents of ~~$484 million~~approximately $2.1 billion and total debt of approximately $5.5 billion. ~~During 2017, our Holding Company invested $1.0 billion in the Investment Funds, net of redemptions.~~ As of ~~September 30, 2017,~~March 31, 2019, our Holding Company had investments in the Investment Funds with a total fair market value of approximately ~~$2.9~~$4.8 billion. ~~Subsequent to September 30, 2017, our Holding Company invested an additional $300 million in the Investment Funds.~~ We may redeem our direct investment in the Investment Funds upon notice. See ~~"Segment Liquidity and Capital Resources"~~"Investment Segment Liquidity" below for additional information with respect to our Investment segment liquidity. See "Consolidated Cash Flows" below for additional information with respect to our Holding Company liquidity.

~~Sale~~

Subsequent Events

Subsequent to March 31, 2019, CVR Energy declared a quarterly dividend which should result in an additional $54 million in dividends payable to us in the second quarter of ~~ARL~~2019.

On ~~June 1, 2017, we closed on our previously~~May 2, 2019, Icahn Enterprises announced ~~sale of ARL (the "ARL Initial Sale")~~its intention to ~~SMBC Rail Services, LLC ("SMBC Rail"). After repaying, or assigning~~enter into an Open Market Sale Agreement, pursuant to ~~SMBC Rail, applicable indebtedness of ARL, we received cash consideration of approximately $1.3 billion~~which Icahn Enterprises may sell its depositary units, from time to time, for up to $400 million in ~~connection with the ARL Initial Sale. For a period of three years after the closing of the ARL Initial Sale, and upon satisfaction of certain conditions, we have an option~~aggregate sales proceeds. The proceeds from these transactions, if any, will be used to ~~sell, and SMBC Rail has an option to buy, 4,551 remaining railcars owned by a wholly owned subsidiary of ours. Subsequent to September 30, 2017, we sold an additional 4,382 railcars to SMBC Rail~~fund potential acquisitions as well as for ~~$522 million, resulting in a $154 million pretax gain on disposition of assets.~~general limited partnership purposes.

Holding Company Borrowings and Availability

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



	March 31, 2019		December 31, 2018
	(in millions)
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

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 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 ~~September 30, 2017,~~March 31, 2019 and December 31, 2018, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of March 31, 2019, based on covenants in the ~~indenture~~indentures governing our senior unsecured notes, we are ~~not~~ permitted to incur approximately $1.2 billion of additional indebtedness. ~~However, our covenants do permit us to refinance our debt obligations and receive additional incremental proceeds to pay related fees as well as accrued and unpaid interest.~~

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

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

~~Icahn Enterprises Rights Offering~~

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

Distributions on Depositary Units

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, we declared ~~three~~a quarterly ~~distributions aggregating $4.50~~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 ~~90.8%~~91.7% of Icahn Enterprises' outstanding depositary units as of ~~September 30, 2017.~~March 31, 2019. In connection with ~~these distributions,~~this distribution, aggregate cash distributions to all depositary unitholders was ~~$60 million.~~$26 million 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.

~~Purchase of Additional Interests in Consolidated Subsidiaries~~

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

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

~~Dividends and Distributions From Subsidiaries~~

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

Investment Segment Liquidity

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

Additionally, our Investment segment liquidity is driven by the investment activities and performance of the Investment Funds. As of ~~September 30, 2017,~~March 31, 2019, the Investment Funds' had a net short notional exposure of ~~77%~~43%. The Investment Funds' long exposure was ~~124% (118%~~82% (80% long equity and 6%2% long ~~credit and other)~~credit) and its short exposure was ~~201% (182%~~125% (119% short equity, ~~19%~~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 ~~September 30, 2017.~~March 31, 2019.

Of the Investment Funds' ~~124%~~82% long exposure, ~~122%~~75% was comprised of the fair value of its long positions (with certain adjustments) and 2%7% was comprised of single name equity forward contracts and credit contracts. Of the Investment Funds' ~~201%~~125% short exposure, ~~17%~~4% was comprised of the fair value of our short positions and ~~184%~~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 ~~(122%~~(75% long exposure) and our short positions that are not notionalized ~~(17%~~(4% short), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value). Changes in exposure as a result of

purchases and sales as well as adverse changes in market value would also have an effect on funds available to us pursuant to prime brokerage lines of credit.

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



	March 31, 2019		December 31, 2018
	(in millions)
Energy	$	467	$	668
Automotive	65		43
Food Packaging	33		46
Metals	11		20
Real Estate	41		39
Home Fashion	1		1
	$	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:

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



	March 31, 2019		December 31, 2018
	(in millions)
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

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, ~~2016~~2018 for information concerning terms, restrictions and covenants pertaining to our subsidiaries' debt. ~~See Note 9, “Debt,” to the condensed consolidated financial statements for information with respect to updates to our subsidiaries' debt as of September 30, 2017 compared to December 31, 2016.~~ As of ~~September 30, 2017,~~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.~~below:


	September 30, 2017		March 31, 2019
	(in millions)		(in millions)
Energy			$	443
Automotive	$	456	90
Energy	419
Railcar	200
Food Packaging	8		7
Metals			51
Home Fashion	24		18
	$	1,107	$	609

~~Subsidiary Common Stock Dividends~~The above outstanding debt and ~~Distributions~~

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

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

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

~~Sale of Las Vegas Development Property~~

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

~~Accounts Receivable, Net~~

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

~~Subsidiary Stock Repurchases~~

On July 28, 2015, ARI's board of directors authorized the repurchase of up to $250 million of its outstanding common stock (the "ARI Stock Repurchase Program"). ARI did not repurchase shares of its common stock during the nine months ended September 30, 2017. Prior to 2017, an aggregate $86 million was repurchased under the ARI Stock Repurchase Program.

On July 31, 2015, Tropicana's board of directors authorized the repurchase of up to $50 million of its outstanding common stock and on February 22, 2017, an additional $50 million was authorized for repurchase (the "Tropicana Stock Repurchase Program"). During the nine months ended September 30, 2017, Tropicana repurchased shares of its common stock aggregating $36 million in connection with a tender offer commenced by Icahn Enterprises and Tropicana. Prior to 2017, an aggregate $43 million was repurchased under the Tropicana Stock Repurchase Program.continuing operating segments reflects third-party obligations.

Subsidiary Payments for Acquisition

On January 29, 2019, CVR Energy paid $241 million, excluding payments to ~~Acquire Businesses~~us, for the acquisition of the remaining common units of CVR Refining from non-controlling interests.

During the nine months ended September 30, 2017, our Automotive segment acquired several automotive services businesses for an aggregate purchase price of $74 million, net of cash acquired. Additionally, subsequent to September 30, 2017, our Automotive segment acquired an automotive services business for a purchase price of $120 million, net of cash acquired.

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

5448

Consolidated Cash Flows

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

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


	September 30, 2017		Nine Months Ended September 30, 2017									Nine Months Ended September 30, 2016									Three Months Ended March 31, 2019									Three Months Ended March 31, 2018
	Cash and Cash Equivalents		Net Cash Provided By (Used In)									Net Cash Provided By (Used In)									Net Cash Provided By (Used In)									Net Cash Provided By (Used In)
			Operating Activities			Investing Activities			Financing Activities			Operating Activities			Investing Activities			Financing Activities			Operating Activities			Investing Activities			Financing Activities			Operating Activities			Investing Activities			Financing Activities
	(in millions)																				(in millions)
Holding Company	$	484	$	(335	)	$	148		$	446		$	(253	)	$	233		$	46		$	(128	)	$	435		$	—		$	(152	)	$	(175	)	$	—
Investment	17		(1,596		)	—			1,600			556			—			(552		)	(360		)	—			—			(424		)	—			280

Other Operating Segments:
Energy																					228			(42		)	(387		)	25			(20		)	(67		)
Automotive	366		118			(401		)	293			394			(261		)	52			(51		)	(45		)	118			(169		)	(25		)	173
Energy	849		327			(81		)	(133		)	219			(172		)	(49		)
Railcar	106		185			(107		)	(268		)	320			(232		)	(412		)
Gaming	125		103			(28		)	(194		)	63			(34		)	44
Food Packaging																					(3		)	(7		)	(1		)	(2		)	(5		)	44
Metals	14		2			(4		)	11			(14		)	(1		)	7			(5		)	(5		)	1			(6		)	(1		)	—
Mining	17		16			(27		)	14			(2		)	(12		)	2
Food Packaging	18		15			(46		)	9			24			(11		)	(3		)
Real Estate	41		59			219			(261		)	21			3			(30		)	7			(6		)	(23		)	14			(3		)	(13		)
Home Fashion	1		(3		)	(4		)	6			(6		)	(8		)	2			(6		)	(1		)	7			1			(1		)	5
Mining																					30			(4		)	2			—			(13		)	11
Other operating segments	1,537		822			(479		)	(523		)	1,019			(728		)	(387		)	200			(110		)	(283		)	(137		)	(68		)	153
Discontinued operations																					—			—			—			118			(154		)	(18		)
Total before eliminations	2,038		(1,109		)	(331		)	1,523			1,322			(495		)	(893		)	(288		)	325			(283		)	(595		)	(397		)	415
Eliminations⁽¹⁾	—		—			665			(665		)	—			(1,172		)	1,172
Eliminations																					—			(11		)	11			—			190			(190		)
Consolidated	$	2,038	$	(1,109	)	$	334		$	858		$	1,322		$	(1,667	)	$	279		$	(288	)	$	314		$	(272	)	$	(595	)	$	(207	)	$	225

⁽¹⁾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 ~~transactions with our Investment and other operating segments~~net (investments in) distributions from the Investments Funds are ~~generally reported as~~included in cash flows from investing activities byfor our Holding Company and ~~such transactions are generally reported as~~ cash flows from financing activities byfor our Investment segment. Similarly, our Holding Company's net distributions from (investments in) our other operating segments are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our other operating segments. ~~During the nine months ended September 30, 2017,~~In addition, during January 2019, our Holding Company ~~had net~~sold its direct investment in CVR Refining to CVR Energy, which is included in cash flows from investing activities for our 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 ~~$1.0 billion~~the three months ended March 31, 2019 and 2018 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 three months ended 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 ~~Investment Funds~~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 $190 million and contributions to our Food Packaging segment in connection with Viskase's rights offering of $44 million, offset in part by ~~$215 million in net proceeds from our other operating segments. Additionally, our Holding Company repaid a loan to ARL for $120 million classified as financing activities by our Holding Company~~dividends and investing activities by our Railcar segment for the nine months ended September 30, 2017. For the nine months ended September 30, 2016, our Holding Company had net proceeds from the Investment Funds and our other operating segments aggregating approximately $1.3 billion. Additionally, our Holding Companydistributions received ~~loan proceeds from ARL of $125 million classified as financing activities by our Holding Company and investing activities by our Railcar segment for the nine months ended September 30, 2016.~~

~~Operating Activities~~

For the nine months ended September 30, 2017, net cash used in operating activities was primarily driven by our Investment segment and our Holding Company, offset in part by net cash provided by operating activities from our other operating segments, particularly from our Energy ~~Railcar, Automotive,~~ and ~~Gaming segments. For~~Real Estate segments aggregating $50 million and the ~~nine months ended September 30, 2016, net cash provided~~sale of additional railcars previously owned by ~~operating activities was primarily driven by our~~ ARL for $15 million.

Investment ~~and other operating segments, particularly from our Automotive, Railcar and Energy segments, offset in part by our Holding Company.~~Segment

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

Our ~~Holding Company's~~Investment segment's cash flows from ~~operating~~financing activities for the ~~comparable periods~~three months ended March 31, 2018 were attributable to ~~our semi-annual interest payments on our senior unsecured notes~~Mr. Icahn and ~~certain operating expenses~~his affiliates' (excluding us) investment of $280 million in the ~~Holding Company.~~ Investment Funds.

Other Operating Segments

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

Our other operating segments' cash flows from continuing investing activities were primarily due to capital 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 three months ended March 31, 2019 and 2018, our Energy segment had distributions to non-controlling interests of $30 million and $28 million, 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 our Holding Company and $6 million was from non-controlling interests.

Discontinued Operations

~~attributable~~Our cash flows from operating activities from discontinued operations for the three months ended March 31, 2018 was comprised of $52 million provided by Federal-Mogul, $31 million provided by ARI and $29 million provided by our former Gaming segment, primarily due to ~~earnings before non-cash charges. However, the decrease in~~ net cash flows from operating activities before changes in operating assets and liabilities. Cash flows provided by operating activities from discontinued operations was net of cash payments for interest of $42 million for Federal-Mogul, $5 million for ARI and $2 million for our ~~other operating segments in 2017 compared to 2016 was primarily attributable to changes in operating assets and liabilities.~~

~~Investing Activities~~

~~For~~former Gaming segment for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018. In addition, our former Gaming segment had cash flows provided by operating activities of $6 million from transactions with our Holding ~~Company had net~~Company.

Our cash ~~provided by~~flows from investing activities ~~due to proceeds of approximately $1.3 billion~~ from discontinued operations for the ARL Initial Sale and aggregate proceeds from our other operating segments of $215 million. This was offset in part by net investments in the Investment Funds of $1.0 billion and payments to acquire additional outstanding common stock of Federal-Mogul and Tropicana aggregating $349 million during the ninethree months ended ~~September 30, 2017. For the nine months ended September 30, 2016, our Holding Company had net cash provided~~March 31, 2018 was comprised of $117 million used by ~~investing activities due to proceeds received from our Investment~~Federal-Mogul, $17 million used by ARI and ~~other operating segments of approximately $1.3 billion, offset in part~~$20 million used by our ~~acquisition of Pep Boys for approximately $1.0 billion.~~

~~Our other operating segments had net cash used in investing activities for the nine months ended September 30, 2017 and 2016~~former Gaming segment, primarily due to capital expenditures. ~~For~~

Our cash flows from financing activities from discontinued operations for the ~~nine~~three months ended ~~September 30, 2017, capital expenditures at our Automotive segment of $333 million were~~March 31, 2018 was primarily related to investing in new facilities, upgrading existing products, continuing new product launches and other infrastructure and equipment costs. Our Railcar segment's capital expenditures were $139 million, primarily for railcars for lease and our Gaming and Energy segments had capital expenditures of $83 million and $80 million, respectively. For the nine months ended September 30, 2016 our Railcar segment had capital expenditures of $104 million, primarily for railcars for lease, and our Automotive and Energy segments had capital expenditures of $306 million and $106 million, respectively.

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

~~Financing Activities~~

For the nine months ended September 30, 2017, our Holding Company received proceeds from our rights offing of $612 million (which includes a contribution from our general partner in order to maintain its aggregate 1.99% general partner interest in us) and net proceeds from our senior unsecured debt refinancing of $15 million, offset in part by repayment of an intercompany loan due to ARL of $120 million and by cash distributions on our depositary units of $61 million for the nine months ended September 30, 2017. For the nine months ended September 30, 2016, our Holding Company received $125 million in proceeds from its intercompany loan from ARL which was offset in part by cash distributions to our depositary unitholders of $81 million.

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

~~Our other operating segments had net cash used in financing activities for the nine months ended September 30, 2017 and 2016 primarily due~~ to net debt ~~transactions as well as~~transactions. In addition, ARI had $5 million in dividends ~~and distributions~~paid to us and $3 million paid to non-controlling interests. Our other operating segments had net cash payments for debt of $237 million and $54 million for the nine months ended September 30, 2017 and 2016, respectively. Additionally, our Energy and Railcar segments had cash payments for dividends and distributions aggregating $210 million and $246 million for the nine months ended September 30, 2017 and 2016, respectively, of which $172 million and $172 million, respectively, was paid to us. For the nine months ended September 30, 2017, our Real Estate segment had net distributions to us of $258 million. Net cash used in financing activities at our other operating segments was offset in part by contributions from us received by our Automotive segment of $220 million for the nine months ended September 30, 2017.

interest.

Consolidated Capital ~~Resources~~Expenditures

There have been no significant changes to our capital expenditures during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 as compared to the estimated capital expenditures for ~~2017~~2019 as reported in our Annual Report on Form 10-K for the year ended December 31, ~~2016. Capital expenditures with respect to certain environmental matters are discussed in Note 16, "Commitments and Contingencies," to the condensed consolidated financial statements.~~2018.

Consolidated Contractual Commitments and Contingencies

~~Other than certain debt transactions as described above, there~~There have been no material changes to our contractual commitments and contingencies as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018.

Consolidated Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

~~There~~The critical accounting policies and estimates used in the preparation of our condensed consolidated financial statements that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this Report are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Effective January 1, 2019, we adopted FASB ASC Topic 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 842, discussed above, there have been no material changes to our critical accounting policies and estimates during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~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.

~~Forward-Looking Statements~~

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Except as discussed below, information about our quantitative and qualitative disclosures about market risk did not differ materially from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~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 ~~September 30, 2017,~~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 ~~$902~~$713 million, ~~$126~~$45 million and ~~$1.5~~$1.4 billion, respectively. However, as of ~~September 30, 2017,~~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 ~~39%~~50% in the Investment Funds, and the non-controlling interests in income would correspondingly offset approximately ~~61%~~50% of the change in fair value.

~~Foreign Currency Exchange Rate Risk~~

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

~~Automotive~~

Federal-Mogul issued notes in the amount €1,065 million during the nine months ended September 30, 2017. Federal-Mogul has designated €753 million of these notes as a net investment hedge in certain foreign subsidiaries and affiliates of Federal-Mogul. As such, an adverse change in foreign currency exchange rates will have no effect on earnings. For the portion of the debt not designated as a net investment hedge, Federal-Mogul has other natural hedges in place that will offset any adverse change in foreign currency exchange rates. A 10% adverse change in foreign currency exchange rates between the Euro and U.S. Dollar as of September 30, 2017 would increase the amount of cash required to settle the Euro Notes by approximately $126 million.51

Item 4. Controls and Procedures.

As of ~~September 30, 2017,~~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 ~~SEC~~Securities and Exchange Commission rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended ~~September 30, 2017~~March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

5852

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.

There were no material changes to our risk factors during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

~~Item 5. Other Information.~~

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

Item 6. Exhibits.



Exhibit No.		Description
~~31.1~~18.1		Letter regarding change in accounting principle (Icahn Enterprises L.P.).
18.2		Letter regarding change in accounting principle (Icahn Enterprises Holdings L.P.).
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.

5954

SIGNATURES

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



	Icahn Enterprises L.P.



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



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



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



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

Date: ~~November 3, 2017~~May 2, 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: ~~November 3, 2017~~May 2, 2019

6055



		Page No.
	Explanatory Note and Forward-Looking Statements	1

	PART I. FINANCIAL INFORMATION
Item 1.	Financial ~~Statements.~~Statements (Unaudited).	12
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	4139
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5751
Item 4.	Controls and Procedures.	5852

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	5953
Item 1A.	Risk Factors.	5953
Item 5.6.	~~Other Information.~~Exhibits.	59
~~Item 6.~~	~~Exhibits.~~	5954



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



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

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



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