What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2020-08-10 compared with 2020-05-08 · 353 added, 211 removed, 919 unchanged (38% of the section changed)

23 unchanged sentences

Depositary units:

214,185,689 units issued and outstanding at March 31, 2020 and 214,078,558 units issued and outstanding at December 31, 2019

214,185,689 units issued and outstanding at June 30, 2020 and 214,078,558 units issued and outstanding at December 31, 2019

General partner

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In millions, except per unit amounts)

Other revenues from operations

Net loss from investment activities

Net gain (loss) from investment activities

Interest and dividend income

5 unchanged sentences

Interest expense

Loss before income tax benefit (expense)

Income tax benefit (expense)

net loss attributable to non-controlling interests

Net loss attributable to Icahn Enterprises

Net loss attributable to Icahn Enterprises allocated to:

Income (loss) before income tax (expense) benefit

Income tax (expense) benefit

Income (loss) from continuing operations

Loss from discontinued operations

Net income (loss)

net income (loss) attributable to non-controlling interests

Net income (loss) attributable to Icahn Enterprises

Net income (loss) attributable to Icahn Enterprises from:

Continuing operations

Discontinued operations

Net income (loss) attributable to Icahn Enterprises allocated to:

Limited partners

General partner

Basic and diluted loss per LP unit

Basic and diluted income (loss) per LP unit:

Continuing operations

Discontinued operations

Basic and diluted income (loss) per LP unit

Basic and diluted weighted average LP units outstanding

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Net income (loss)

Other comprehensive income (loss), net of tax:

1 unchanged sentence

Post-retirement benefits and other

Other comprehensive loss, net of tax

Comprehensive loss

Comprehensive loss attributable to non-controlling interests

Comprehensive loss attributable to Icahn Enterprises

Comprehensive loss attributable to Icahn Enterprises allocated to:

Other comprehensive income (loss), net of tax

Comprehensive income (loss)

Comprehensive income (loss) attributable to non-controlling interests

Comprehensive income (loss) attributable to Icahn Enterprises

Comprehensive income (loss) attributable to Icahn Enterprises allocated to:

Limited partners

12 unchanged sentences

Partnership contributions

Investment segment contributions

Investment segment contributions from non-controlling interests

Dividends and distributions to non-controlling interests in subsidiaries

1 unchanged sentence

Balance, March 31, 2020

Other comprehensive income

Partnership distributions payable reversal

Partnership distributions

Partnership contributions

Dividends and distributions to non-controlling interests in subsidiaries

Changes in subsidiary equity and other

Balance, June 30, 2020

Equity Attributable to Icahn Enterprises

7 unchanged sentences

Balance, March 31, 2019

Other comprehensive income

Partnership distributions payable reversal

Partnership distributions

Partnership contributions

Investment segment contributions from non-controlling interests

Dividends and distributions to non-controlling interests in subsidiaries

Changes in subsidiary equity and other

Balance, June 30, 2019

See notes to condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended March 31,

Six Months Ended June 30,

(in millions)

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities:

Loss from discontinued operations

Net loss (gain) from securities transactions

11 unchanged sentences

Capital expenditures

Turnaround expenditures

Acquisition of businesses, net of cash acquired

5 unchanged sentences

Partnership contributions

Partnership distributions

Purchase of additional interests in consolidated subsidiaries

4 unchanged sentences

Repayments of subsidiary borrowings

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

8 unchanged sentences

Interest expense

Loss before income tax benefit (expense)

Income tax benefit (expense)

net loss attributable to non-controlling interests

Net loss attributable to Icahn Enterprises Holdings

Net loss attributable to Icahn Enterprises Holdings allocated to:

Income (loss) before income tax (expense) benefit

Income tax (expense) benefit

Income (loss) from continuing operations

Loss from discontinued operations

Net income (loss)

net income (loss) attributable to non-controlling interests

Net income (loss) attributable to Icahn Enterprises Holdings

Net income (loss) attributable to Icahn Enterprises from:

Continuing operations

Discontinued operations

Net income (loss) attributable to Icahn Enterprises Holdings allocated to:

Limited partner

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Net income (loss)

Other comprehensive income (loss), net of tax:

1 unchanged sentence

Post-retirement benefits and other

Other comprehensive loss, net of tax

Comprehensive loss

Comprehensive loss attributable to non-controlling interests

Comprehensive loss attributable to Icahn Enterprises Holdings

Comprehensive loss attributable to Icahn Enterprises Holdings allocated to:

Other comprehensive income (loss), net of tax

Comprehensive income (loss)

Comprehensive income (loss) attributable to non-controlling interests

Comprehensive income (loss) attributable to Icahn Enterprises Holdings

Comprehensive income (loss) attributable to Icahn Enterprises Holdings allocated to:

Limited partner

12 unchanged sentences

Partnership contributions

Investment segment contributions

Investment segment contributions from non-controlling interests

Dividends and distributions to non-controlling interests in subsidiaries

1 unchanged sentence

Balance, March 31, 2020

Other comprehensive income

Partnership distributions payable reversal

Partnership distributions

Partnership contributions

Dividends and distributions to non-controlling interests in subsidiaries

Changes in subsidiary equity and other

Balance, June 30, 2020

Equity Attributable to Icahn Enterprises Holdings

7 unchanged sentences

Balance, March 31, 2019

Other comprehensive income

Partnership distributions payable reversal

Partnership distributions

Partnership contributions

Investment segment contributions from non-controlling interests

Dividends and distributions to non-controlling interests in subsidiaries

Changes in subsidiary equity and other

Balance, June 30, 2019

See notes to condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended March 31,

Six Months Ended June 30,

(in millions)

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities:

Loss from discontinued operations

Net loss (gain) from securities transactions

11 unchanged sentences

Capital expenditures

Turnaround expenditures

Acquisition of businesses, net of cash acquired

5 unchanged sentences

Partnership contributions

Partnership distributions

Purchase of additional interests in consolidated subsidiaries

4 unchanged sentences

Repayments of subsidiary borrowings

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents

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(“Icahn Enterprises GP”), which is owned and controlled by Mr.

Icahn, owns a 1 % general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of March 31, 2020.

Icahn, owns a 1 % general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of June 30, 2020.

Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations.

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In addition to the above, Mr.

Icahn and his affiliates owned approximately 92.0 % of Icahn Enterprises’ outstanding depositary units as of March 31, 2020.

Icahn and his affiliates owned approximately 92.0 % of Icahn Enterprises’ outstanding depositary units as of June 30, 2020.

Description of Continuing Operating Businesses

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Interests in the Investment Funds are not offered to outside investors.

We had interests in the Investment Funds with a fair value of approximately $ 4.4 billion and $ 4.3 billion as of March 31, 2020 and December 31, 2019, respectively.

We had interests in the Investment Funds with a fair value of approximately $ 4.6 billion and $ 4.3 billion as of June 30, 2020 and December 31, 2019, respectively.

We conduct our Energy segment through our majority owned subsidiary, CVR Energy, Inc.

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CVR Energy has a general partner interest in each of CVR Refining and CVR Partners.

In addition, CVR Energy is the sole limited partner of CVR Refining and owns 34.4 % of the outstanding common units of CVR Partners as of March 31, 2020.

As of March 31, 2020, we owned approximately 70.8 % of the total outstanding common stock of CVR Energy.

In addition, CVR Energy is the sole limited partner of CVR Refining and owns approximately 35 % of the outstanding common units of CVR Partners as of June 30, 2020.

As of June 30, 2020, we owned approximately 70.8 % of the total outstanding common stock of CVR Energy.

ICAHN ENTERPRISES L.P.

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

As of March 31, 2020, we owned approximately 78.6 % of the total outstanding common stock of Viskase.

As of June 30, 2020, we owned approximately 78.6 % of the total outstanding common stock of Viskase.

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

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Our rental real estate operations consist primarily of office and industrial properties.

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 operations focus primarily on the construction and sale of single-family homes in subdivisions and planned communities and the acquisition of raw land for residential development.

Our property development locations also operate golf and club operations.

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industries in which our subsidiaries operate.

Our consolidated results of operations and financial condition have been impacted primarily by the net declines in fair value of investments held by our Investment segment and the Holding Company (primarily unrealized) as well as declines in the global demand for refined products, especially gasoline, with respect to our Energy segment.

Our consolidated results of operations and financial condition have been impacted primarily by the volatility in the fair value of investments held by our Investment segment and the Holding Company (primarily unrealized) as well as declines in the global demand for refined products, especially gasoline and diesel fuels, with respect to our Energy segment.

The impact on our businesses has also included the acceleration of selective planned store closures in our Automotive segment, lowering current year forecasts across various segments and recording write-downs to inventories.

We believe that the current economic conditions will continue to impact our businesses through at least the first half of 2020, and likely through the remainder of the year.

The extent and duration of impact on our future results of operations, liquidity and financial condition is uncertain and may be significant.

We believe that the current economic conditions will continue to impact our businesses through at least the remainder of the year.

The extent and duration of the impact on our future results of operations, liquidity and financial condition is uncertain and may be significant.

Principles of Consolidation

As of March 31, 2020, 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.

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:

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Due from brokers

Accounts receivable, net

Inventories, net

Property, plant and equipment, net

Unrealized gain on derivative contracts

Intangible assets, net

Accounts payable, accrued expenses and other liabilities

Accounts payable

Accrued expenses and other liabilities

Unrealized loss on derivative contracts

Securities sold, not yet purchased, at fair value

2 unchanged sentences

The carrying values of cash and cash equivalents, cash held at consolidated affiliated partnerships and restricted cash, accounts receivable, due from brokers, accounts payable, accrued expenses and other liabilities and due to brokers are deemed to be reasonable estimates of their fair values because of their short-term nature.

See Note 4, “Investments,” and Note 5, “Fair Value Measurements,” for a detailed discussion of our investments and other non-financial assets and/or liabilities.

See Note 4, “Investments,”

ICAHN ENTERPRISES L.P.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

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 March 31, 2020 was approximately $ 8.2 billion and $ 7.4 billion, respectively.

The carrying value and estimated fair value of our long-term debt as of June 30, 2020 was approximately $ 8.2 billion and $ 7.9 billion, respectively.

The carrying value and estimated fair value of our long-term debt as of December 31, 2019 was approximately $ 8.2 billion and $ 7.6 billion, respectively.

1 unchanged sentence

Cash Held at Consolidated Affiliated Partnerships and Restricted Cash

Our cash held at consolidated affiliated partnerships balance was $ 235 million and $ 86 million as of March 31, 2020 and December 31, 2019, respectively.

Our cash held at consolidated affiliated partnerships balance was $ 540 million and $ 86 million as of June 30, 2020 and December 31, 2019, respectively.

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 $ 641 million and $ 1,065 million as of March 31, 2020 and December 31, 2019, respectively.

Our restricted cash balance was $ 376 million and $ 1,065 million as of June 30, 2020 and December 31, 2019, respectively.

Restricted cash primarily relates to our Investment segment’s cash pledged and held for margin requirements on derivative transactions.

11 unchanged sentences

Contracts requiring prepayment are generally short-term in nature and, as discussed above, revenue is recognized at the point in time in which the customer obtains control of the product.

Our Energy segment had deferred revenue of $ 38 million and $ 28 million as of March 31, 2020 and December 31, 2019, respectively.

For the three months ended March 31, 2020 and 2019, our Energy segment recorded revenue of $ 6 million and $ 12 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period.

Our Energy segment had deferred revenue of $ 3 million and $ 28 million as of June 30, 2020 and December 31, 2019,

ICAHN ENTERPRISES L.P.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

As of March 31, 2020, our Energy segment had $ 10 million of remaining performance obligations for contracts with an original expected duration of more than one year.

respectively.

For the six months ended June 30, 2020 and 2019, our Energy segment recorded revenue of $ 27 million and $ 68 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period, and which includes $ 21 million and $ 56 million recognized during the three months ended June 30, 2020 and 2019, respectively.

As of June 30, 2020, our Energy segment had $ 8 million of remaining performance obligations for contracts with an original expected duration of more than one year.

Our Energy segment expects to recognize approximately $ 1 million of these performance obligations as revenue by the end of 2020 and the remaining balance thereafter.

Our Automotive segment has deferred revenue with respect to extended warranty plans of $ 41 million and $ 42 million as of March 31, 2020 and December 31, 2019, respectively, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets.

For the three months ended March 31, 2020 and 2019, our Automotive segment recorded revenue of $ 6 million and $ 6 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective year.

Our Automotive segment has deferred revenue with respect to extended warranty plans of $ 40 million and $ 42 million as of June 30, 2020 and December 31, 2019, respectively, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets.

For the six months ended June 30, 2020 and 2019, our Automotive segment recorded revenue of $ 13 million and $ 12 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period, and which includes $ 7 million and $ 6 million recognized during the three months ended June 30, 2020 and 2019, respectively.

Adoption of New Accounting Standards

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Early adoption is permitted.

We currently do not anticipate this standard to have as significant impact on our condensed consolidated financial statements.

We currently do not anticipate this standard to have a significant impact on our condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which amends FASB ASC Topic 848, Reference Rate Reform .

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Investment Funds

During the three months ended March 31, 2020, Mr.

During the six months ended June 30, 2020, Mr.

Icahn and his affiliates (excluding us) contributed $ 1,241 million to the Investment Funds consisting primarily of in-kind investments previously held directly by Mr.

Icahn and his affiliates (excluding us).

As of March 31, 2020 and December 31, 2019, the total fair market value of investments in the Investment Funds made by Mr.

During the six months ended June 30, 2019, Mr.

Icahn and his affiliates (excluding us) invested $ 70 million in the Investment Funds.

As of June 30, 2020 and December 31, 2019, the total fair market value of investments in the Investment Funds made by Mr.

Icahn and his affiliates (excluding us) was approximately $ 5.4 billion and $ 4.5 billion, respectively, representing approximately 54 % and 51 % of the Investment Funds’ assets under management as of each respective date.

1 unchanged sentence

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 March 31, 2020 and 2019, $( 6 ) million and $ 3 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement.

For the three months ended March 31, 2020, the allocation was reduced by $ 8 million relating to certain compensation arrangements.

For the three months ended June 30, 2020 and 2019, $ 3 million and $ 2 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement and for the six months ended June 30, 2020 and 2019, such allocation was $( 3 ) million and $ 5 million, respectively.

For the six months ended June 30, 2020, the allocation was reduced by $ 8 million relating to certain compensation arrangements.

ICAHN ENTERPRISES L.P.

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Hertz Global Holdings, Inc.

As discussed in Note 4, “Investments,” 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.

As discussed in Note 4, “Investments,” the Investment Funds had 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 (until sold in the second quarter of 2020).

Icahn Automotive provides services to Hertz in the ordinary course of business.

For the three months ended March 31, 2020 and 2019, revenue from Hertz was $ 14 million and $ 12 million, respectively.

For the three months ended June 30, 2020 and 2019, revenue from Hertz was $ 6 million and $ 13 million, respectively, and $ 20 million and $ 25 million, for the six months ended June 30, 2020 and 2019, respectively.

In addition to our transactions with Hertz disclosed above, in January 2018, we entered into a Master Motor Vehicle Lease and Management Agreement with Hertz, pursuant to which Hertz granted 767 Leasing the option to acquire certain vehicles from Hertz at rates aligned with the rates at which Hertz sells vehicles to third parties.

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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 as of March 31, 2020 and December 31, 2019.

As of March 31, 2020 and December 31, 2019, 767 Leasing had total assets of $ 120 million and $ 121 million, respectively (primarily vehicles for lease) and total liabilities of $ 0 million and $ 1 million, respectively, which represents a payable to Icahn Automotive in connection with a shared services agreement.

For the three months ended March 31, 2019, we invested $ 25 million in 767 Leasing.

For the three months ended March 31, 2020 and 2019, we had equity earnings from 767 Leasing of $ 0 million and $ 2 million, respectively.

As of March 31, 2020 and December 31, 2019, we had an equity method investment in 767 Leasing of $ 120 million, which we report in our Automotive segment.

As of June 30, 2020 and December 31, 2019, 767 Leasing had total assets of $ 114 million and $ 121 million, respectively (primarily vehicles for lease) and total liabilities of $ 0 million and $ 1 million, respectively, which represents a payable to Icahn Automotive in connection with a shared services agreement.

For the three and six months ended June 30, 2019, we invested $ 20 million and $ 45 million, respectively, in 767 Leasing.

For the six months ended June 30, 2020 and 2019, we had equity (losses) earnings from our investment in 767 Leasing of $( 5 ) million and $ 3 million, respectively.

As of June 30, 2020 and December 31, 2019, we had an equity method investment in 767 Leasing of $ 115 million and $ 120 million, respectively, which we report in our Automotive segment.

Insight Portfolio Group LLC

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Insight Portfolio Group ceased operations effective January 1, 2020.

For the three months ended March 31, 2019, we and certain of our subsidiaries paid certain of Insight Portfolio Group’s operating expenses of $ 1 million.

For the six months ended June 30, 2019, we and certain of our subsidiaries paid certain of Insight Portfolio Group’s operating expenses of $ 1 million.

ICAHN ENTERPRISES L.P.

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Communication

The portion of unrealized (losses) gains that relates to securities still held by our Investment segment, primarily equity securities, was $( 4,170 ) million and $ 558 million for three months ended March 31, 2020 and 2019, respectively.

The portion of unrealized gains (losses) that relates to securities still held by our Investment segment, primarily equity securities, was $ 2,566 million and $( 118 ) million for the three months ended June 30, 2020 and 2019, respectively, and $( 1,066 ) million and $ 434 million for six months ended June 30, 2020 and 2019, respectively.

ICAHN ENTERPRISES L.P.

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After considering specific facts and circumstances, including the collective ownership in entities by the Investment Funds and affiliates of Mr.

Icahn, as well as their collective representation on each of the boards of directors, we have determined that we have the ability to exercise significant influence over the operating and financial policies of certain investees below.

Icahn, as well as their collective representation on each of the boards of directors, we have determined that we have/had the ability to exercise significant influence over the operating and financial policies of certain investees below.

The following table summarizes our direct ownership in such investees as well as certain financial information with respect to such investees in our condensed consolidated financial statements during the respective periods in which we possessed the ability to exercise significant influence over the operating and financial policies of the investee.

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Recognized in Income

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

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Each of these investees file annual, quarterly and current reports, and proxy and information statements with the SEC.

During the second quarter of 2019, we agreed to vote our Caesars’ shares in favor of the proposed merger between Caesars and Eldorado Resorts, Inc.

(“Eldorado”).

Pursuant to the merger, Caesars will merge into a subsidiary of Eldorado and Caesars stockholders will have the right, subject to certain allocation limitations, to elect to receive cash, stock in Eldorado, or a combination of cash and stock.

Upon consummation of the merger, depending on what consideration we and other stockholders elect, we expect to receive a combination of cash and Eldorado shares.

The transaction has not yet been consummated as of March 31, 2020.

The following table contains summarized financial information for Herbalife Nutrition Ltd., which is a significant investee as defined by SEC Regulations, as if such investee was consolidated in our financial statements during the respective periods in which we possessed the ability to exercise significant influence over the operating and financial policies of.

During the second quarter of 2020, the Investment Funds sold their entire investment in Hertz.

Prior to the sale of its investment in Hertz, the Investment Funds owned approximately 38.9 % of the common stock of Hertz.

In addition, during July 2020, the Investment Funds sold their entire investment in Caesars Entertainment Corporation (“Caesars”).

Due to the nature of our Investment segment’s operations, the sales of Hertz and Caesars are deemed to be in the ordinary course of business.

The following table contains summarized financial information for Herbalife Nutrition Ltd.

and Hertz, which were each significant investees as defined by SEC Regulations, as if such investees were consolidated in our financial statements during the respective periods in which we possessed the ability to exercise significant influence over the operating and financial policies of.

Herbalife Nutrition Ltd.

Three Months Ended March 31,

Six Months Ended June 30,

(in millions)

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Hertz Global Holdings, Inc.

Six Months Ended June 30,

(in millions)

Other revenue from operations

Other expenses from operations

Net income (loss)

Net income (loss) attributable to shareholders

Other Segments and Holding Company

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Other investments (measured at fair value)

The portion of unrealized losses that relates to equity securities still held by our other segments and Holding Company was $ 312 million and $ 154 million for the three months ended March 31, 2020 and 2019, respectively.

The portion of unrealized gains (losses) that relates to equity securities still held by our other segments and Holding Company was $ 146 million and $( 326 ) million for the three months ended June 30, 2020 and 2019, respectively, and $( 166 ) million and $( 480 ) million for the six months ended June 30, 2020 and 2019, respectively.

Fair Value Measurements.

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Level 3 - Pricing inputs are unobservable for the investment and non-financial asset and/or liability and include situations where there is little, if any, market activity for the investment or non-financial asset and/or liability.

The inputs into the determination of fair value require significant management judgment or estimation.

Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

In such cases, the investments’, non-financial assets’ and/or liabilities’ level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the investment.

Significant transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period when changes in circumstances require such transfers.

ICAHN ENTERPRISES L.P.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

inputs into the determination of fair value require significant management judgment or estimation.

Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

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.

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:

March 31, 2020

June 30, 2020

December 31, 2019

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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,

Six Months Ended June 30,

(in millions)

1 unchanged sentence

Net gains recognized in income

Balance at March 31

At the beginning of 2019, we had a certain equity investment which was considered a Level 3 investment due to unobservable market data and was measured at fair value on a recurring basis.

We determined the fair value of this investment based on recent market transactions.

During the first quarter of 2019, we sold this investment in its entirety.

Financial Instruments.

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

Balance at June 30

ICAHN ENTERPRISES L.P.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

futures, options, swaps and securities sold, not yet purchased.

At the beginning of 2019, we had a certain equity investment which was considered a Level 3 investment due to unobservable market data and was measured at fair value on a recurring basis.

We determined the fair value of this investment based on recent market transactions.

During the first quarter of 2019, we sold this investment in its entirety.

Refer to Note 8, “Goodwill and Intangible Assets, Net,” for discussion of our goodwill impairment considerations.

Financial Instruments.

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.

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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.

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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.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 as of March 31, 2020 and December 31, 2019 was $ 0 million and $ 266 million, respectively.

The aggregate fair value of all of the Investment Funds’ derivative instruments with credit-risk-related contingent features that are in a liability position as of June 30, 2020 and December 31, 2019 was $ 0 million and $ 266 million, respectively.

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

March 31, 2020

June 30, 2020

December 31, 2019

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Credit contracts (1)

(1) The short notional amount on our credit default swap positions was approximately $ 6.4 billion at March 31, 2020.

However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is approximately $ 1.9 billion as of March 31, 2020.

(1) The short notional amount on our credit default swap positions was approximately $ 6.3 billion at June 30, 2020.

However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is approximately $ 2.4 billion as of June 30, 2020.

The short notional amount on our credit default swap positions was approximately $ 4.7 billion as of December 31, 2019.

2 unchanged sentences

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.

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 fair values of our Investment segment’s derivatives that are not designated as hedging instruments in accordance with U.S.

1 unchanged sentence

Liability Derivatives

March 31, 2020

June 30, 2020

December 31, 2019

March 31, 2020

June 30, 2020

December 31, 2019

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(1) Excludes netting of cash collateral received and posted.

The total collateral posted at March 31, 2020 and December 31, 2019 was $ 616 million and $ 903 million, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash in 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 total collateral posted at June 30, 2020 and December 31, 2019 was $ 349 million and $ 903 million, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash in the condensed consolidated balance sheets.

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

Gain (Loss) Recognized in Income (1)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

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CVR Refining holds derivative instruments, such as exchange-traded crude oil futures and over-the-counter forward swap agreements, which it believes provide an economic hedge on future transactions, but such instruments are not designated as hedge instruments.

GAAP CVR Refining may enter into forward purchase or sale contracts associated with renewable identification numbers (“RINs”).

As of March 31, 2020 and December 31, 2019, CVR Refining had open forward purchase and sale commitments for 4 million barrels and 5 million barrels, respectively, of Canadian crude oil priced at fixed differentials that are not considered probable of physical settlement and are accounted for as derivatives.

As of March 31, 2020 and December 31, 2019, CVR Refining had open fixed-price commitments to purchase 71 million and 20 million RINs, respectively.

CVR Refining may enter into forward purchase or sale contracts associated with renewable identification numbers (“RINs”).

As of June 30, 2020 and December 31, 2019, CVR Refining had open forward purchase and sale commitments for 3 million barrels and 5 million barrels, respectively, of Canadian crude oil priced at fixed differentials that are not considered probable of physical settlement and are accounted for as derivatives.

As of June 30, 2020, CVR Refining had open fixed-price commitments to purchase a net 5 million RINs.

Certain derivative contracts executed 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.

As of March 31, 2020 and December 31, 2019, our Energy segment had gross asset derivatives of $ 14 million and $ 3 million, respectively, however, when netted with gross liability derivatives, such net asset derivatives were $ 10 million and $ 0 million, respectively.

Net asset derivatives are included in other assets on the condensed consolidated balance sheets.

Gains recognized on derivatives for our Energy segment were $ 46 million and $ 16 million for the three months ended March 31, 2020 and 2019, respectively.

As of June 30, 2020 and December 31, 2019, our Energy segment had net asset derivatives of $ 6 million and net liability derivatives of $ 8 million, respectively.

Gains recognized on derivatives for our Energy segment were $ 20 million and $ 4 million for the

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

three months ended June 30, 2020 and 2019, respectively, and $ 65 million and $ 20 million for the six months ended June 30, 2020 and 2019, respectively.

Gains recognized on derivatives for our Energy segment are included in cost of goods sold on the condensed consolidated statements of operations.

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Finished goods

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of March 31, 2020, our Energy segment had inventories, net with a carrying value in excess of net realizable value.

As a result, our Energy segment recorded a write-down of its inventories of $ 58 million, which is included in cost of goods sold in the condensed consolidated statements of operations for the three months ended March 31, 2020.

During the first quarter of 2020, our Energy segment had inventories, net with a carrying value in excess of net realizable value.

The write-down represents the difference between the carrying value of inventories accounted for using the first-in-first-out method and selling prices for refined products subsequent to March 31, 2020.

1 unchanged sentence

Goodwill consists of the following:

March 31, 2020

June 30, 2020

December 31, 2019

1 unchanged sentence

Food Packaging

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Intangible assets, net consists of the following:

March 31, 2020

June 30, 2020

December 31, 2019

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Intangible assets, net

Amortization expense associated with definite-lived intangible assets was $ 11 million and $ 10 million for the three months ended March 31, 2020 and 2019, respectively.

Amortization expense associated with definite-lived intangible assets was $ 10 million and $ 11 million for the three months ended June 30, 2020 and 2019, respectively, and $ 21 million and $ 21 million for the six months ended June 30, 2020 and 2019, respectively.

We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets.

During the first quarter of 2020, due to COVID-19 pandemic and its impact on our Automotive segment’s operations, we performed an interim goodwill impairment analysis.

As of March 31, 2020, our Automotive segment had $ 249 million of goodwill, all of which was allocate to its Service reporting unit.

At such time, our Automotive segment had $ 249 million of goodwill, all of which was allocated to its Service reporting unit.

Based on the interim impairment analysis, we determined that the fair value of our Automotive segment’s Service reporting unit was significantly in excess of its carrying value and therefore, no impairment is required.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

During the second quarter of 2020, our Home Fashion segment impaired a portion of its goodwill in the amount of $ 3 million.

All Segments and Holding Company

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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.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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Lease liabilities (debt)

Additional information with respect to our operating leases as of March 31, 2020 and December 31, 2019 is presented below.

Additional information with respect to our operating leases as of June 30, 2020 and December 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 as of March 31, 2020

Operating Leases as of June 30, 2020

(in millions)

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Other segments and Holding Company

For the three months ended June 30, 2020 and 2019, lease cost was comprised of (i) operating lease cost of $ 52 million and $ 53 million, respectively, (ii) amortization of financing lease right-of-use assets of $ 3 million and $ 2 million, respectively, and (iii) interest expense on financing lease liabilities of $ 2 million and $ 2 million respectively.

For the six months ended June 30, 2020 and 2019, lease cost was comprised of (i) operating lease cost of $ 103 million and $ 102 million, respectively, (ii) amortization of financing lease right-of-use assets of $ 6 million and $ 6 million, respectively, and (iii) interest expense on financing lease liabilities of $ 4 million and $ 4 million respectively.

ICAHN ENTERPRISES L.P.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

For the three months ended March 31, 2020 and 2019, lease cost was comprised of (i) operating lease cost of $ 50 million and $ 49 million, respectively, (ii) amortization of financing lease right-of-use assets of $ 3 million and $ 4 million, respectively, and (iii) interest expense on financing lease liabilities of $ 2 million and $ 2 million respectively.

Our Automotive segment accounted for $ 43 million and $ 40 million of total lease cost for the three months ended March 31, 2020 and 2019, respectively.

Automotive segment accounted for $ 86 million of total lease cost for each of the six months ended June 30, 2020 and 2019.

Our Real Estate segment leases real estate, primarily commercial properties under long-term operating leases.

As of March 31, 2020 and December 31, 2019, our Real Estate segment has assets leased to others included in property, plant and equipment of $ 224 million and $ 222 million, respectively, net of accumulated depreciation.

Our Real Estate segment’s revenue from operating leases were $ 8 million for each of the three months ended March 31, 2020 and 2019 and are included in other revenue from operations in the condensed consolidated statements of operations.

As of June 30, 2020 and December 31, 2019, our Real Estate segment has assets leased to others included in property, plant and equipment of $ 224 million and $ 222 million, respectively, net of accumulated depreciation.

Our Real Estate segment’s revenue from operating leases were $ 8 million and $ 9 million for the three months ended June 30, 2020 and 2019, respectively, and $ 16 million and $ 17 million for the six months ended June 30, 2020 and 2019, respectively.

Revenues from operating leases and are included in other revenue from operations in the condensed consolidated statements of operations.

Debt consists of the following:

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In January 2020, CVR Energy issued $ 600 million in aggregate principal amount of 5.25 % senior unsecured notes due 2025 and $ 400 million in aggregate principal amount of 5.75 % senior unsecured notes due 2028.

A portion of the net proceeds from the issuance of these notes were used to fund the redemption of CVR Energy’s existing $500 million senior unsecured notes due 2022.

A portion of the net proceeds from the issuance of these notes were used to fund the redemption of CVR Refining’s existing $ 500 million senior unsecured notes due 2022.

The remaining net proceeds will be used from CVR Energy’s general corporate purposes.

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Non-Cash Charges to Interest Expense

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the condensed consolidated statements of operations $ 1 million for each of the three months ended March 31, 2020 and 2019.

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the condensed consolidated statements of operations were $ 1 million and $ 3 million for the three months ended June 30, 2020 and 2019, respectively, and $ 2 million and $ 4 million for the six months ended June 30, 2020 and 2019, respectively.

ICAHN ENTERPRISES L.P.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions, except per unit amounts)

Net loss attributable to Icahn Enterprises

Net loss attributable to Icahn Enterprises allocated to limited partners (98.01% allocation)

Basic and diluted loss per LP unit

Net income (loss) attributable to Icahn Enterprises from continuing operations

Net income (loss) attributable to Icahn Enterprises from continuing operations allocated to limited partners (98.01% allocation)

Net loss attributable to Icahn Enterprises from discontinued operations allocated to limited partners (98.01% allocation)

Basic and diluted income (loss) per LP unit:

Continuing operations

Discontinued operations

Basic and diluted income (loss) per LP unit

Basic and diluted weighted average LP units outstanding

As their effect would have been anti-dilutive, four million and two million weighted average units have been excluded from the calculation of diluted income per LP unit for the three months ended March 31, 2020 and 2019, respectively.

LP Unit Transactions

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On February 26, 2020, Icahn Enterprises declared a quarterly distribution in the amount of $ 2.00 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units.

Because the depositary unitholders had the election to receive the distribution either in cash or additional depositary units, we recorded a unit distribution liability of $ 428 million as the unit distribution had not been made as of March 31, 2020.

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.

On April 28, 2020, Icahn Enterprises distributed an aggregate 123,453 depositary units to unitholders electing to receive depositary units.

In connection with this distribution, aggregate cash distributions to all depositary unitholders was $ 423 million in April 2020, primarily due to Mr.

On May 7, 2020, Icahn Enterprises declared a quarterly distribution in the amount of $ 2.00 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units.

As a result of the above distributions declared, during the six months ended June 30, 2020, Icahn Enterprises distributed an aggregate 8,245,131 depositary units to unitholders electing to receive depositary units, of which an aggregate of 8,013,676 depository units were distributed to Mr.

Icahn and his affiliates.

In connection with these distributions, during the three and six months ended June 30, 2020, aggregate cash distributions to all depositary unitholders was $ 452 million, primarily due to Mr.

Icahn and his affiliates’ significant ownership of Icahn Enterprises’ depositary units.

1 unchanged sentence

On May 2, 2019, Icahn Enterprises announced the commencement of its “at-the-market” offering pursuant to its Open Market Sale Agreement, pursuant to which Icahn Enterprises may sell its depositary units, from time to time, during the term of the program ending on March 31, 2021, for up to $ 400 million in aggregate sale proceeds.

During the three months ended March 31, 2020, Icahn Enterprises sold 107,131 , depositary units pursuant to this agreement, resulting in gross proceeds of $ 7 million.

As of March 31, 2020, Icahn Enterprises may sell its depositary units for up to an additional $339 million in aggregate sale proceeds pursuant to this agreement.

No assurance can be made that any or all amounts will be sold during the term of the program.

During the three and six months ended June 30, 2020, Icahn Enterprises sold 374,113 and 481,244 depositary units, respectively, pursuant to this agreement, resulting in gross proceeds of $ 19 million and $ 26 million, respectively.

For the three months

ICAHN ENTERPRISES L.P.

3 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

ended June 30, 2019, Icahn Enterprises sold 137,524 depository units resulting in gross proceeds of $ 10 million.

As of June 30, 2020, Icahn Enterprises may sell its depositary units for up to an additional $ 320 million in aggregate sale proceeds pursuant to this agreement.

No assurance can be made that any or all amounts will be sold during the term of the program.

2017 Incentive Plan

During the three months ended March 31, 2019, Icahn Enterprises distributed 10,656 depositary units, 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.

During the three and six months ended June 30, 2019, Icahn Enterprises distributed 2,831 and 13,487 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 (the “2017 Incentive Plan”).

There were no distributions during the three months ended March 31, 2020.

There were no distributions during the three and six months ended June 30, 2020.

The aggregate impact of the 2017 Incentive Plan is not material with respect to our condensed consolidated financial statements, including the calculation of potentially dilutive units and diluted income per LP unit.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2020

Three Months Ended June 30, 2020

Food Packaging

2 unchanged sentences

Other revenues from operations

Net (loss) income from investment activities

Net gain from investment activities

Interest and dividend income

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Interest expense

(Loss) income before income tax benefit

Income tax benefit

Net (loss) income

net loss attributable to non-controlling interests

Income (loss) from continuing operations before income tax benefit (expense)

Income tax benefit (expense)

Net income (loss) from continuing operations

net income(loss) from continuing operations attributable to non-controlling interests

Net income (loss) from continuing operations attributable to Icahn Enterprises

Supplemental information:

Capital expenditures

Depreciation and amortization

Three Months Ended June 30, 2019

Food Packaging

Holding Company

(in millions)

Other revenues from operations

Net loss from investment activities

Interest and dividend income

Other income, net

Cost of goods sold

Other expenses from operations

Selling, general and administrative

Restructuring, net

Interest expense

(Loss) income from continuing operations before income tax (expense) benefit

Income tax (expense) benefit

Net (loss) income from continuing operations

net (loss) income from continuing operations attributable to non-controlling interests

Net (loss) income from continuing operations attributable to Icahn Enterprises

2 unchanged sentences

Depreciation and amortization

Three Months Ended March 31, 2019

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2020

Food Packaging

2 unchanged sentences

Other revenues from operations

Net (loss) gain from investment activities

Interest and dividend income

Other (loss) income, net

Cost of goods sold

Other expenses from operations

Selling, general and administrative

Restructuring, net

Interest expense

(Loss) income from continuing operations before income tax benefit (expense)

Income tax benefit (expense)

Net (loss) income from continuing operations

net loss from continuing operations attributable to non-controlling interests

Net (loss) income from continuing operations attributable to Icahn Enterprises

Supplemental information:

Capital expenditures

Depreciation and amortization

Six Months Ended June 30, 2019

Food Packaging

Holding Company

(in millions)

Other revenues from operations

Net loss from investment activities

6 unchanged sentences

Interest expense

(Loss) income before income tax (expense) benefit

(Loss) income from continuing operations before income tax (expense) benefit

Income tax (expense) benefit

Net (loss) income

net (loss) income attributable to non-controlling interests

Net (loss) income attributable to Icahn Enterprises

Net (loss) income from continuing operations

net (loss) income from continuing operations attributable to non-controlling interests

Net (loss) income from continuing operations attributable to Icahn Enterprises

Supplemental information:

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

9 unchanged sentences

Icahn Enterprises Holdings’ condensed balance sheets are substantially the same, with immaterial differences relating to our Holding Company’s debt and equity attributable to Icahn Enterprises Holdings.

March 31, 2020

June 30, 2020

Food Packaging

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Income Taxes.

For the three months ended March 31, 2020, we recorded an income tax benefit of $ 180 million on pre-tax loss from continuing operations of $ 2,486 million compared to an income tax expense of $ 6 million on pre-tax loss from continuing operations of $ 658 million for the three months ended March 31, 2019.

Our effective income tax rate was 7.2 % and ( 0.9 %) for the three months ended March 31, 2020 and 2019, respectively.

For the three months ended March 31, 2020, the effective tax rate was lower than the statutory federal rate of 21 %, primarily due to partnership loss for which there was no tax benefit, as such loss is allocated to the partners.

For the three months ended March 31, 2019, 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 June 30, 2020, we recorded an income tax expense of $ 128 million on pre-tax income from continuing operations of $ 992 million compared to an income tax expense of $ 8 million on pre-tax loss from continuing operations of $ 565 million for the three months ended June 30, 2019.

Our effective income tax rate was 12.9 % and ( 1.4 )% for the three months ended June 30, 2020 and 2019, respectively.

For the three months ended June 30, 2020, the effective tax rate was lower than the statutory federal rate of 21 %, primarily due to changes in the valuation allowance and partnership gain for which there was no tax benefit, as such gain is allocated to the partners.

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

For the six months ended June 30, 2020, we recorded an income tax benefit of $ 52 million on pre-tax loss from continuing operations of $ 1,494 million compared to an income tax expense of $ 14 million on pre-tax loss from continuing operations of $ 1,223 million for the six months ended June 30, 2019.

Our effective income tax rate was 3.5 % and ( 1.1 )% for the six months ended June 30, 2020 and 2019, respectively.

For the six months ended June 30, 2020, the effective tax rate was lower than the statutory federal rate of 21 %, primarily due to changes in the valuation allowance and partnership loss for which there was no tax benefit, as such loss is allocated to the partners.

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

Changes in Accumulated Other Comprehensive Loss.

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Other comprehensive loss, net of tax

Balance, March 31, 2020

Balance, June 30, 2020

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Other Income, Net.

Other income, net consists of the following:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Equity earnings from non-consolidated affiliates

Gain (loss) on disposition of assets, net

Foreign currency transaction loss

(Loss) gain on disposition of assets, net

Foreign currency transaction (loss) gain

Non-service pension and other post-retirement benefits expense

Loss on extinguishment of debt

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Commitments and Contingencies.

1 unchanged sentence

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 $ 36 million and $ 34 million as of March 31, 2020 and December 31, 2019, respectively, primarily within our Metals and Energy segments and which are included in accrued expenses and other liabilities in our condensed consolidated balance sheets.

Our consolidated environmental liabilities were $ 38 million and $ 34 million as of June 30, 2020 and December 31, 2019, respectively, primarily within our Metals and Energy 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.

1 unchanged sentence

In April 2020, CVR Refining executed a tolling agreement with the DOJ and KDHE further extending time for negotiation regarding the alleged violations through June 30, 2020.

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.

In June 2020, in advance of the June 30, 2020 expiration of the tolling agreement, CVR Refining received a demand letter from the EPA and KDHE seeking certain penalties in connection therewith.

CVR Refining is evaluating this matter, including the dispute resolution and related provisions of the Consent Decree regarding such allegations.

At this time, this matter has not had a material impact on our Energy segment’s financial position, results of operations or cash flows and CVR Energy cannot yet reasonably estimate the full impact that may result from this matter or any subsequent enforcement or litigation relating thereto.

Renewable Fuel Standards

1 unchanged sentence

CVR Refining is not able to blend the substantial majority of its transportation fuels and has to purchase RINs on the open market and may have to obtain waiver credits for cellulosic biofuels from the EPA, in order to comply with the RFS.

For the three months ended March 31, 2020 and 2019, our Energy segment recognized expenses of $ 19 million and $ 13 million, respectively, for its compliance with the RFS and 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 recognition of its biofuel blending obligation based on the purchased cost of RINs or the fair value of the obligation for which RINs have not been purchased, based on market prices at each reporting date and the valuation change of RINs acquired in excess of CVR Refining’s RFS obligation as of the reporting date.

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.

During 2019, CVR Energy, CVR Refining and its general partner, Icahn Enterprises and certain other affiliates and individuals have each been named in nine lawsuits filed in the Court of Chancery of the State of Delaware by purported former unitholders of CVR Refining, on behalf of themselves and an alleged class of similarly situated unitholders.

These lawsuits primarily allege breach of contract, tortious interference and breach of the implied covenant of good faith and fair dealing and seek monetary damages and attorneys’ fees, among other remedies, relating to CVR Energy’s

ICAHN ENTERPRISES L.P.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

exercise of the call option under the CVR Refining Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner.

In January 2020, the court dismissed CVR Holdings and certain former directors of CVR Refining’s general partner from these lawsuits, though permitted some or all of the claims to proceed against each remaining defendant.

CVR Energy believes these lawsuits are without merit and intends to vigorously defend against them.

These lawsuits remain in the early stages of litigation.

Accordingly, CVR Energy cannot determine at this time the outcome of these lawsuits, including whether the outcome of this matter would have a material impact on the its financial position, results of operations, or cash flows.

For the three months ended June 30, 2020 and 2019, our Energy segment recognized expenses of $ 16 million and $ 21 million, respectively, for its compliance with the RFS and which is included in cost of goods sold in the condensed consolidated statements of operations.

For the six months ended June 30, 2020 and 2019, such expenses were $ 35 million and $ 33 million, respectively.

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.

On April 6, 2020, CVR Energy, CVR Refining and its general partner, Icahn Enterprises and certain other affiliates and individuals have each been named in a lawsuit filed in the United States Southern District of New York by purported former unitholders of CVR Refining, on behalf of themselves and an alleged class of similarly situated unitholders.

5 unchanged sentences

Pension Obligations

Icahn, through certain affiliates, owns 100 % of Icahn Enterprises GP and approximately 92.0 % of Icahn Enterprises’ outstanding depositary units as of March 31, 2020.

Icahn, through certain affiliates, owns 100 % of Icahn Enterprises GP and approximately 92.0 % of Icahn Enterprises’ outstanding depositary units as of June 30, 2020.

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.

4 unchanged sentences

Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension 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, for the ACF plans have been met as of March 31, 2020.

If the plans were voluntarily terminated, they would be underfunded by approximately $ 97 million as of March 31, 2020.

If the plans were voluntarily terminated, they would be underfunded by approximately $ 84 million as of June 30, 2020.

These results are based on the most recent information provided by the plans’ actuary.

1 unchanged sentence

As members of the controlled group, we would be liable for any failure of ACF to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the ACF pension 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 requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the ACF 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.

In addition, other entities now or in the future within the controlled group in

ICAHN ENTERPRISES L.P.

3 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 obligation to report could cause us to seek to delay or reconsider the occurrence of such reportable events.

Starfire Holding Corporation (“Starfire”), which is 99.6 % owned by Mr.

15 unchanged sentences

Supplemental cash flow information consists of the following:

Three Months Ended March 31,

Six Months Ended June 30,

(in millions)

Cash payments for interest, net of amounts capitalized

Cash receipts for income taxes, net of payments

Non-cash proceeds from sale of investment

Cash receipts (payments) for income taxes, net of payments

Non-cash Investment segment contributions from non-controlling interests

Partnership distributions payable

Subsequent Events.

1 unchanged sentence

LP Unit Distribution

On May 7, 2020, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $ 2.00 per depositary unit, which will be paid on or about June 25, 2020 to depositary unitholders of record at the close of business on May 19, 2020.

Depositary unitholders will have until June 16, 2020 to make an election to receive either cash or additional depositary units;

On August 4, 2020, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $ 2.00 per depositary unit, which will be paid on or about September 29, 2020 to depositary unitholders of record at the close of business on August 21, 2020.

Depositary unitholders will have until September 18,

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

2020 to make an election to receive either cash or additional depositary units;

if a unitholder does not make an election, it will automatically be deemed to have elected to receive the distribution in cash.

Depositary 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 June 23, 2020.

No fractional depositary units will be issued pursuant to the distribution payment.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements