What changed in this filing

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Item 1. Financial Statements

2020-11-06 compared with 2020-08-10 · 314 added, 250 removed, 1022 unchanged (36% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30,

(In millions, except unit amounts)

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Depositary units:

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

232,082,223 units issued and outstanding at September 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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In millions, except per unit amounts)

Other revenues from operations

Net gain (loss) from investment activities

Net loss from investment activities

Interest and dividend income

Other (loss) income, net

Gain on disposition of assets, net

Other income (loss), net

Cost of goods sold

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Interest expense

Income (loss) before income tax (expense) benefit

Income tax (expense) benefit

Income (loss) from continuing operations

Loss before income tax benefit

Income tax benefit

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:

net loss attributable to non-controlling interests

Net loss attributable to Icahn Enterprises

Net loss attributable to Icahn Enterprises from:

Continuing operations

Discontinued operations

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

Net loss attributable to Icahn Enterprises allocated to:

Limited partners

General partner

Basic and diluted income (loss) per LP unit:

Basic and diluted loss per LP unit:

Continuing operations

Discontinued operations

Basic and diluted income (loss) per LP unit

Basic and diluted loss per LP unit

Basic and diluted weighted average LP units outstanding

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

Net income (loss)

Other comprehensive income (loss), net of tax:

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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:

Comprehensive loss

Comprehensive loss attributable to non-controlling interests

Comprehensive loss attributable to Icahn Enterprises

Comprehensive loss attributable to Icahn Enterprises allocated to:

Limited partners

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Balance, June 30, 2020

Other comprehensive income

Partnership distributions

Partnership contributions

Changes in subsidiary equity and other

Balance, September 30, 2020

Equity Attributable to Icahn Enterprises

15 unchanged sentences

Balance, June 30, 2019

Other comprehensive loss

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, September 30, 2019

See notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions)

Cash flows from operating activities:

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

Adjustments to reconcile net loss to net cash provided by operating activities:

Loss from discontinued operations

Net loss (gain) from securities transactions

Net loss from securities transactions

Purchases of securities

3 unchanged sentences

Changes in receivables and payables relating to securities transactions

Gain on disposition of assets, net

Depreciation and amortization

2 unchanged sentences

Changes in other operating assets and liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

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Proceeds from sale of investments

Proceeds from disposition of businesses and assets

Net cash (used in) provided by investing activities

9 unchanged sentences

Repayments of subsidiary borrowings

Net cash (used in) provided by financing activities

Net cash used in financing activities

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

7 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30,

(in millions)

25 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

2 unchanged sentences

Interest and dividend income

Other (loss) income, net

Gain on disposition of assets, net

Other income (loss), net

Cost of goods sold

3 unchanged sentences

Interest expense

Income (loss) before income tax (expense) benefit

Income tax (expense) benefit

Income (loss) from continuing operations

Loss before income tax benefit

Income tax benefit

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:

net loss attributable to non-controlling interests

Net loss attributable to Icahn Enterprises Holdings

Net loss attributable to Icahn Enterprises Holdings from:

Continuing operations

Discontinued operations

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

Net loss attributable to Icahn Enterprises Holdings allocated to:

Limited partner

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

Net income (loss)

Other comprehensive income (loss), net of tax:

2 unchanged sentences

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:

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:

Limited partner

23 unchanged sentences

Balance, June 30, 2020

Other comprehensive income

Partnership distributions

Partnership contributions

Changes in subsidiary equity and other

Balance, September 30, 2020

Equity Attributable to Icahn Enterprises Holdings

15 unchanged sentences

Balance, June 30, 2019

Other comprehensive loss

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, September 30, 2019

See notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions)

Cash flows from operating activities:

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

Adjustments to reconcile net loss to net cash provided by operating activities:

Loss from discontinued operations

Net loss (gain) from securities transactions

Net loss from securities transactions

Purchases of securities

3 unchanged sentences

Changes in receivables and payables relating to securities transactions

Gain on disposition of assets, net

Depreciation and amortization

2 unchanged sentences

Changes in other operating assets and liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

4 unchanged sentences

Proceeds from sale of investments

Proceeds from disposition of businesses and assets

Net cash (used in) provided by investing activities

9 unchanged sentences

Repayments of subsidiary borrowings

Net cash (used in) provided by financing activities

Net cash used in financing activities

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

18 unchanged sentences

(“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 June 30, 2020.

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

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

Description of Continuing Operating Businesses

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We and certain of Mr.

Icahn’s wholly owned affiliates are the only investors in the Investment Funds.

Icahn’s family members and 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 $ 4.6 billion and $ 4.3 billion as of June 30, 2020 and December 31, 2019, respectively.

We had interests in the Investment Funds with a fair value of approximately $ 4.1 billion and $ 4.3 billion as of September 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 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.

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 September 30, 2020.

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

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

In October 2020, Viskase completed an equity private placement whereby we acquired an additional 50,000,000 shares of Viskase common stock for $ 100 million.

In connection with this transaction, our ownership of Viskase increased to approximately 89.0 %.

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

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PSC Metals collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers .

Our Real Estate operations consist primarily of rental real estate, property development and associated club activities, as well as hotel, timeshare and casino operations.

Our Real Estate operations consist primarily of rental real estate, property development and associated club activities, and hotel, timeshare and casino operations.

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

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(“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.

Ferrous Resources acquired certain rights to iron ore mineral resources in Brazil and developed mining operations and related infrastructure to produce and sell iron ore products to the global steel industry.

On August 1, 2019, we closed on the previously announced sale of Ferrous Resources.

Our proportionate share of the cash proceeds from the sale, net of adjustments, was $ 451 million during the third quarter of 2019.

As a result of the sale of Ferrous Resources, our Mining segment recorded a pretax gain on disposition of assets of $ 252 million in the third quarter of 2019.

Prior to the sale of Ferrous Resources, we owned approximately 77.2 % of its total outstanding common stock.

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All such adjustments are of a normal and recurring nature.

Current Economic Conditions

In March 2020, the World Health Organization categorized COVID-19 as a pandemic and the President of the United States declared the COVID-19 outbreak a national emergency.

The COVID-19 pandemic, and actions taken by governments and others in response thereto, has negatively impacted the global economy, financial markets, and the

ICAHN ENTERPRISES L.P.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

industries in which our subsidiaries operate.

Current Economic Conditions

In March 2020, the World Health Organization categorized COVID-19 as a pandemic and the President of the United States declared the COVID-19 outbreak a national emergency.

The COVID-19 pandemic, and actions taken by governments and others in response thereto, has negatively impacted the global economy, financial markets, and the industries in which our subsidiaries operate.

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.

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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 Partners and Viskase’s joint venture.

The balances with respect to Icahn Enterprises

ICAHN ENTERPRISES L.P.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Holdings’ consolidated VIEs are discussed below, comprising the Investment Funds, CVR Partners and Viskase’s joint venture.

We determined that each of the Investment Funds are considered VIEs because these limited partnerships lack both substantive kick-out and participating rights.

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

September 30,

(in millions)

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Due to brokers

Fair Value of Financial Instruments

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

See Note 4, “Investments,”

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.

Fair Value of Financial Instruments

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.

The fair value of our long-term debt is based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities.

The carrying value and estimated fair value of our long-term debt as of June 30, 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 September 30, 2020 was approximately $ 8.1 billion and $ 8.1 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 $ 540 million and $ 86 million as of June 30, 2020 and December 31, 2019, respectively.

Our cash held at consolidated affiliated partnerships balance was $ 2,365 million and $ 86 million as of September 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 $ 376 million and $ 1,065 million as of June 30, 2020 and December 31, 2019, respectively.

Our restricted cash balance was $ 322 million and $ 1,065 million as of September 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.

Long-Lived Assets

As of September 30, 2020, our Energy segment had not identified the existence of an impairment indicator for its long-lived asset groups as outlined in U.S.

GAAP, as declines in profits are largely due to the economic environment and other external factors which are currently viewed as temporary declines in the market.

From a long-term perspective, over the useful life of each asset group, our Energy segment continues to expect positive cash flows and earnings.

Revenue From Contracts With Customers and Contract Balances

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With the exception of all of our Investment segment’s and our Holding Company’s revenues, and our Real Estate segment’s leasing revenue, our revenue is generally derived from contracts with customers.

Such revenue from contracts with customers are included in net sales and other revenues from operations in the 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.

Such revenue from contracts with customers is included in net sales and other revenues from operations in the 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 condensed consolidated balance sheets.

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See Note 12, “Segment Reporting,” for our complete disaggregation of revenue information.

In addition, we disclose additional information with respect to revenue from contracts with customers and contract balances for our Energy and Automotive segments below.

Our Energy segment’s deferred revenue is a contract liability that primarily relates to fertilizer sales contracts requiring customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer.

Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring product to the customer.

An associated receivable is recorded for uncollected prepaid contract amounts.

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

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

In addition, we

ICAHN ENTERPRISES L.P.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

disclose additional information with respect to revenue from contracts with customers and contract balances for our Energy and Automotive segments below.

An associated receivable is recorded for uncollected prepaid contract amounts.

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

Our Energy segment had deferred revenue of $ 12 million and $ 28 million as of September 30, 2020 and December 31, 2019, respectively.

For the nine months ended September 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.

As of September 30, 2020, our Energy segment had $ 7 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 $ 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.

Our Automotive segment has deferred revenue with respect to extended warranty plans of $ 41 million and $ 42 million as of September 30, 2020 and December 31, 2019, respectively, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets.

For the nine months ended September 30, 2020 and 2019, our Automotive segment recorded revenue of $ 19 million and $ 17 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period, and which includes $ 6 million and $ 5 million recognized during the three months ended September 30, 2020 and 2019, respectively.

Adoption of New Accounting Standards

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As a result, the adoption of this standard did not have a significant impact on our condensed consolidated financial statements.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , which amends FASB ASC Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software .

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The adoption of this standard did not have a significant impact on our condensed consolidated financial statements.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Recently Issued Accounting Standards

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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.

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 buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act.

The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates.

Investment Funds

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

During the nine months ended September 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).

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.

During the three and nine months ended September 30, 2019, Mr.

Icahn and his affiliates (excluding us) invested $ 150 million and $ 220 million, respectively, in the Investment Funds.

As of September 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 $ 4.8 billion and $ 4.5 billion, respectively, representing approximately 54 % and 51 % of the Investment Funds’ assets under management as of each respective date.

We pay for expenses pertaining to the operation, administration and investment activities of our Investment segment for the benefit of the Investment Funds (including salaries, benefits and rent).

Effective April 1, 2011, based on an expense-sharing arrangement, certain expenses borne by us are reimbursed by the Investment Funds.

For the three months ended June 30, 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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Notes to Condensed Consolidated Financial Statements (Unaudited)

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, 2020 and 2019, $ 2 million and $ 4 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement and for the nine months ended September 30, 2020 and 2019, such allocation was $( 1 ) million and $ 6 million, respectively.

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

Hertz Global Holdings, Inc.

and 767 Auto Leasing LLC

As discussed in Note 4, “Investments,” the Investment Funds had an investment in the common stock of Hertz Global Holdings, Inc.

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

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.

Revenue from Hertz was $ 20 million and $ 40 million, for the nine months ended September 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 June 30, 2020 and December 31, 2019.

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.

As of September 30, 2020 and December 31, 2019, 767 Leasing had total assets of $ 58 million and $ 121 million, respectively, 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 each of the three and nine months ended September 30, 2020, 767 Leasing distributed $ 55 million to us.

For the three and nine months ended September 30, 2019, we invested $ 5 million and $ 50 million, respectively, in 767 Leasing.

For the three months ended September 30, 2020 and 2019, we had equity (losses) earnings from our investment in 767 Leasing of $( 1 ) million and $ 5 million, respectively.

For the nine months ended September 30, 2020 and 2019, we had equity (losses) earnings from our investment in 767 Leasing of $( 6 ) million and $ 8 million, respectively.

As of September 30, 2020 and December 31, 2019, we had an equity method investment in 767 Leasing of $ 60 million and $ 120 million, respectively, which we report in our Automotive segment.

Insight Portfolio Group LLC

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Icahn Enterprises Holdings had 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 CVR Energy, Viskase, PSC Metals and WPH also acquired minority equity interests in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group’s operating expenses.

A number of other entities with which Mr.

Icahn has a relationship also had minority equity interests in Insight Portfolio Group and also agreed to pay certain of Insight Portfolio Group’s operating expenses.

Insight Portfolio Group ceased operations effective January 1, 2020.

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.

In addition to the minority equity interest held by Icahn Enterprises Holdings, certain

ICAHN ENTERPRISES L.P.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

subsidiaries of ours, including CVR Energy, Viskase, PSC Metals and WPH also acquired minority equity interests in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group’s operating expenses.

A number of other entities with which Mr.

Icahn has a relationship also had minority equity interests in Insight Portfolio Group and also agreed to pay certain of Insight Portfolio Group’s operating expenses.

Insight Portfolio Group ceased operations effective January 1, 2020.

For the nine months ended September 30, 2019, we and certain of our subsidiaries paid certain of Insight Portfolio Group’s operating expenses of $ 2 million.

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.

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In addition, our Investment segment has certain derivative transactions which are discussed in Note 6, “Financial Instruments.” The carrying value and detail by security type, including business sector for equity securities, with respect to investments and securities sold, not yet purchased held by our Investment segment consist of the following:

September 30,

(in millions)

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Communication

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.

The portion of unrealized gains (losses) that relates to securities still held by our Investment segment, primarily equity securities, was $( 535 ) million and $( 513 ) million for the three months ended September 30, 2020 and 2019, respectively, and $( 1,560 ) million and $( 99 ) million for nine months ended September 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/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.

Icahn, as well as their collective representation on each of the boards of directors, we have determined that we 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.

Fair Value of

1 unchanged sentence

Recognized in Income

Three Months Ended June 30,

Six Months Ended June 30,

September 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

4 unchanged sentences

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”).

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

During the third quarter of 2020, the Investment Funds sold their entire investment in Caesars Entertainment Corporation (“Caesars”).

Prior to the sale of their investment in Caesars, the Investment Funds owned approximately 16.7 % of the outstanding common stock of 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.

Six Months Ended June 30,

In addition, in August 2020, the Investment Funds sold a portion of their interest in Herbalife Nutrition Ltd.

(“Herbalife”) pursuant to Herbalife’s “modified Dutch auction” tender offer to purchase its common shares, and as a result, the Investment Funds ceased their ability to exercise significant influence over the operating and financial policies of Herbalife.

Prior to this transaction, the Investment Funds owned approximately 23.8 % of the outstanding common stock of Herbalife.

The following table contains summarized financial information for Herbalife, which was a significant subsidiary as defined by SEC regulations, as if Herbalife was consolidated in our financial statements during the period in which we possessed the ability to exercise significant influence over their operating and financial policies.

Nine Months Ended

September 30, 2020

Nine Months Ended

September 30, 2019

(in millions)

7 unchanged sentences

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

1 unchanged sentence

The carrying value of investments held by our other segments and our Holding Company consist of the following:

September 30,

(in millions)

1 unchanged sentence

Other investments (measured at fair value)

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.

The portion of unrealized gains (losses) that relates to equity securities still held by our other segments and Holding Company was $( 93 ) million and $ 42 million for the three months ended September 30, 2020 and 2019, respectively, and $( 259 ) million and $( 438 ) million for the nine months ended September 30, 2020 and 2019, respectively.

Fair Value Measurements

7 unchanged sentences

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.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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.

3 unchanged sentences

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

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

ICAHN ENTERPRISES HOLDINGS L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the valuation of our assets and liabilities by the above fair value hierarchy levels measured on a recurring basis:

June 30, 2020

September 30, 2020

December 31, 2019

7 unchanged sentences

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:

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions)

Balance at January 1

Transfer in from Level 2

Net gains recognized in income

Balance at June 30

Balance at September 30

During 2020, we transferred a certain debt investment from Level 2 to Level 3 due to the reduction in market observable sources occurring during the period.

We determined the fair value of this debt investment based on our expectations of its realization.

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 equity investment in its entirety.

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

ICAHN ENTERPRISES L.P.

3 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

17 unchanged sentences

The Investment Funds’ exposure to credit risk associated with non-performance of such forward contracts is limited to the unrealized gains or losses inherent in such contracts, which are recognized in other assets and accrued expenses and other liabilities in our condensed consolidated balance sheets.

The Investment Funds may also enter into foreign currency contracts for purposes other than hedging denominated securities.

When entering into a foreign currency forward contract, the Investment Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date unless the contract is closed before such date.

The Investment Funds record unrealized gains or losses on the contracts as measured by the difference

ICAHN ENTERPRISES L.P.

3 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Investment Funds may also enter into foreign currency contracts for purposes other than hedging denominated securities.

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.

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.

4 unchanged sentences

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 June 30, 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 September 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:

June 30, 2020

September 30, 2020

December 31, 2019

7 unchanged sentences

Credit contracts (1)

(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.

(1) The short notional amount on our credit default swap positions was approximately $ 6.2 billion at September 30, 2020.

However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is approximately $ 2.5 billion as of September 30, 2020.

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

10 unchanged sentences

Liability Derivatives

June 30, 2020

September 30, 2020

December 31, 2019

June 30, 2020

September 30, 2020

December 31, 2019

4 unchanged sentences

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

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 total collateral posted at September 30, 2020 and December 31, 2019 was $ 285 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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

7 unchanged sentences

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.

As of September 30, 2020 and December 31, 2019, CVR Refining had open forward purchase and sale commitments for 6 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 September 30, 2020, CVR Refining had open fixed-price commitments to purchase a net 62 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 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

As of September 30, 2020

ICAHN ENTERPRISES L.P.

3 unchanged sentences

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.

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 $ 5 million and $ 18 million for the three months ended September 30, 2020 and 2019, respectively, and $ 70 million and $ 38 million for the nine months ended September 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.

1 unchanged sentence

Inventories, net consists of the following:

September 30,

(in millions)

3 unchanged sentences

During the first quarter of 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 six months ended June 30, 2020.

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:

June 30, 2020

September 30, 2020

December 31, 2019

7 unchanged sentences

Intangible assets, net consists of the following:

June 30, 2020

September 30, 2020

December 31, 2019

4 unchanged sentences

Intangible assets, net

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.

Amortization expense associated with definite-lived intangible assets was $ 10 million and $ 10 million for the three months ended September 30, 2020 and 2019, respectively, and $ 31 million and $ 31 million for the nine months ended September 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.

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

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

14 unchanged sentences

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

September 30,

(in millions)

5 unchanged sentences

Lease liabilities (debt)

Additional information with respect to our operating leases as of June 30, 2020 and December 31, 2019 is presented below.

Additional information with respect to our operating leases as of September 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 June 30, 2020

Operating Leases as of September 30, 2020

(in millions)

5 unchanged sentences

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.

For the three months ended September 30, 2020 and 2019, lease cost was comprised of (i) operating lease cost of $ 52 million and $ 48 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 $ 1 million and $ 2 million respectively.

For the nine months ended September 30, 2020 and 2019, lease cost was comprised of (i) operating lease cost of $ 155 million and $ 145 million, respectively, (ii) amortization of financing lease right-of-use assets of $ 9 million and $ 10 million, respectively, and (iii) interest expense on financing lease liabilities of $ 5 million and $ 6 million respectively.

ICAHN ENTERPRISES L.P.

3 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

Our Automotive segment accounted for $ 129 million and $ 122 million of total lease cost for the nine months ended September 30, 2020 and 2019, respectively.

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

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.

As of September 30, 2020 and December 31, 2019, our Real Estate segment has assets leased to others included in property, plant and equipment of $ 223 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 September 30, 2020 and 2019, and $ 24 million and $ 25 million for the nine months ended September 30, 2020 and 2019, respectively.

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

Debt consists of the following:

September 30,

(in millions)

13 unchanged sentences

The proceeds from the New Notes, together with cash on hand, were used to repay in full our prior outstanding $ 1.35 billion principal amount of 5.875 % senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.

Interest on the New Notes are payable semi-annually.

Interest on the New Notes is payable semi-annually.

In connection with these transactions, our Holding Company recorded a loss on extinguishment of debt of $ 4 million.

5 unchanged sentences

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.

The New Notes and the related guarantee are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness.

The New Notes and the related guarantee are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.

The indenture governing the New Notes restricts 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 indenture also restricts the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions.

In addition, the indenture requires that on each quarterly determination date, Icahn Enterprises and the guarantor of the New Notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein.

The indenture also restricts the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates.

The New 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.

The New Notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.

The indentures governing the New Notes 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, Icahn Enterprises and the guarantor of the New 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.

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.

2 unchanged sentences

In connection with these transactions, our Energy segment recorded a loss on extinguishment of debt of $ 8 million.

Food Packaging

In October 2020, Viskase entered into a credit agreement providing for a $ 150 million term loan and a $ 30 million revolving credit facility.

The proceeds from the new term loan, plus cash received from Viskase’s equity private placement in October 2020, as discussed in Note 1, “Description of Business,” were used to repay in full Viskase’s existing term loan.

The new term loan and credit facility mature in 2023.

All of our subsidiaries are currently in compliance with all covenants and restrictions as described in the various executed agreements and contracts with respect to each debt instrument.

1 unchanged sentence

Non-Cash Charges to Interest Expense

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the condensed consolidated statements of operations were $ 1 million and $ 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.

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the condensed consolidated statements of operations were $ 2 million and $ 1 million for the three months ended September 30, 2020 and 2019, respectively, and $ 4 million and $ 5 million for the nine months ended September 30, 2020 and 2019, respectively.

ICAHN ENTERPRISES L.P.

5 unchanged sentences

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions, except per unit amounts)

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 continuing operations

Net 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:

Basic and diluted loss per LP unit:

Continuing operations

Discontinued operations

Basic and diluted income (loss) per LP unit

Basic and diluted loss per LP unit

Basic and diluted weighted average LP units outstanding

3 unchanged sentences

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.

On August 4, 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 nine months ended September 30, 2020, Icahn Enterprises distributed an aggregate 16,885,069 depositary units to unitholders electing to receive depositary units, of which an aggregate of 16,542,180 depositary 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.

In connection with these distributions, during the three and nine months ended September 30, 2020, aggregate cash distributions to all depositary unitholders was $ 483 million, primarily due to Mr.

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

2019 At-The-Market Offering

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 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.

2019 At-The-Market Offering

During the three and nine months ended September 30, 2020, Icahn Enterprises sold 637,352 and 1,118,596 depositary units, respectively, pursuant to this agreement, resulting in gross proceeds of $ 34 million and $ 60 million, respectively.

For the three and nine months ended September 30, 2019, Icahn Enterprises sold 349,699 and 487,223 depositary units resulting in gross proceeds of $ 24 million and $ 34 million, respectively.

As of September 30, 2020, Icahn Enterprises may sell its depositary units for up to an additional $ 285 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 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.

During the three and nine months ended September 30, 2019, Icahn Enterprises distributed 4,817 and 18,304 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 and six months ended June 30, 2020.

There were no distributions during the three and nine months ended September 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.

15 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended June 30, 2020

Three Months Ended September 30, 2020

Food Packaging

2 unchanged sentences

Other revenues from operations

Net gain from investment activities

Net loss from investment activities

Interest and dividend income

(Loss) gain on disposition of assets, net

Other (loss) income, net

4 unchanged sentences

Interest expense

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

(Loss) income 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

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:

1 unchanged sentence

Depreciation and amortization

Three Months Ended June 30, 2019

Three Months Ended September 30, 2019

Food Packaging

2 unchanged sentences

Other revenues from operations

Net loss from investment activities

Net (loss) gain from investment activities

Interest and dividend income

(Loss) gain on disposition of assets, net

Other income, net

17 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

Food Packaging

2 unchanged sentences

Other revenues from operations

Net (loss) gain from investment activities

Net loss from investment activities

Interest and dividend income

(Loss) gain on disposition of assets, net

Other (loss) income, net

12 unchanged sentences

Depreciation and amortization

Six Months Ended June 30, 2019

Nine Months Ended September 30, 2019

Food Packaging

4 unchanged sentences

Interest and dividend income

(Loss) gain on disposition of assets, net

Other (loss) income, net

18 unchanged sentences

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.

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

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 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.

June 30, 2020

Food Packaging

Holding Company

September 30, 2020

(in millions)

13 unchanged sentences

December 31, 2019

Food Packaging

Holding Company

(in millions)

17 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

Income Taxes.

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.

For the three months ended September 30, 2020, we recorded an income tax benefit of $ 66 million on pre-tax loss from continuing operations of $ 1,466 million compared to an income tax benefit of $ 26 million on pre-tax loss from continuing operations of $ 399 million for the three months ended September 30, 2019.

Our effective income tax rate was 4.5 % and 6.5 % for the three months ended September 30, 2020 and 2019, respectively.

For the three months ended September 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 three months ended September 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 nine months ended September 30, 2020, we recorded an income tax benefit of $ 118 million on pre-tax loss from continuing operations of $ 2,960 million compared to an income tax benefit of $ 12 million on pre-tax loss from continuing operations of $ 1,622 million for the nine months ended September 30, 2019.

Our effective income tax rate was 4.0 % and 0.7 % for the nine months ended September 30, 2020 and 2019, respectively.

For the nine months ended September 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 nine months ended September 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

5 unchanged sentences

Balance, December 31, 2019

Other comprehensive loss before reclassifications, net of tax

Other comprehensive income before reclassifications, net of tax

Reclassifications from accumulated other comprehensive loss to earnings, net of tax

Other comprehensive loss, net of tax

Balance, June 30, 2020

Other comprehensive income, net of tax

Balance, September 30, 2020

ICAHN ENTERPRISES L.P.

5 unchanged sentences

Other income, net consists of the following:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

Equity earnings from non-consolidated affiliates

(Loss) gain on disposition of assets, net

Foreign currency transaction (loss) gain

Foreign currency transaction loss

Non-service pension and other post-retirement benefits expense

3 unchanged sentences

Due to the nature of our business, certain of our subsidiaries’ operations are subject to numerous existing and proposed laws and governmental regulations designed to protect the environment, particularly regarding plant wastes and emissions and solid waste disposal.

Our consolidated environmental liabilities were $ 38 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.

Our consolidated environmental liabilities were $ 38 million and $ 34 million as of September 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.

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.

In June and October 2020, CVR Refining received a demand letter and related documents 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.

8 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

For the three months ended September 30, 2020 and 2019, our Energy segment recognized expenses of $ 36 million and a benefit of $ 2 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 nine months ended September 30, 2020 and 2019, such expenses were $ 71 million and $ 31 million, respectively.

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.

1 unchanged sentence

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.

On April 6, 2020, CVR Energy, CVR Refining and its general partner, Icahn Enterprises and certain other affiliates and individuals were each 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.

This lawsuit primarily alleges violation of Section 10(b) of the Exchange Act and Rule 10b-5 and violation of Section 20(a) of the Exchange Act, and seeks monetary damages and attorneys’ fees, among other remedies, relating to CVR Energy’s exercise of the call option under the CVR Refining Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner.

4 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 June 30, 2020.

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

3 unchanged sentences

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%, 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 June 30, 2020.

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

Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by ACF Industries LLC (“ACF”).

If the plans were voluntarily terminated, they would be underfunded by approximately $ 80 million as of September 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

In addition, other entities now or in the future

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.

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.

As discussed in Note 1, “Description of Business,” in October 2020, we increased our ownership in Viskase to approximately 89.0 % and as a result, Viskase has become a member of the controlled group.

Viskase is the sponsor of several pension plans.

As members of the controlled group, we would be liable for any failure of Viskase to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase pension plans.

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

15 unchanged sentences

Supplemental cash flow information consists of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions)

2 unchanged sentences

Non-cash Investment segment contributions from non-controlling interests

Subsequent Events.

Icahn Enterprises

LP Unit Distribution

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,

In addition to the above, Icahn Enterprises Holdings reduced its receivable from Icahn Enterprises in a non-cash distribution to limited partner in the amount of $ 32 million in the third quarter of 2019.

This transaction is reported as a non-cash related party transaction with respect to Icahn Enterprises Holdings and is eliminated in consolidation with respect to Icahn Enterprises.

ICAHN ENTERPRISES L.P.

3 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

Subsequent Events

Icahn Enterprises

LP Unit Distribution

On November 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 December 29, 2020 to depositary unitholders of record at the close of business on November 24, 2020.

Depositary unitholders will have until December 17, 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 September 25, 2020.

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

1 unchanged sentence

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

Related Party Agreements

On October 1, 2020, we entered into a manager agreement with Brett Icahn, the son of Carl C.

Icahn, and affiliates of Brett Icahn.

Under the manager agreement, Brett Icahn will serve as the portfolio manager of a designated portfolio of assets within the Investment Funds over a seven-year term, subject to veto rights by our Investment segment and Carl.

Additionally, Brett Icahn will provide certain other services, at our request, which may entail research, analysis and advice with respect to a separate designated portfolio of assets within the Investment Funds.

Subject to the terms of the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one-time lump sum payment as described in and computed pursuant to the agreement.

Brett Icahn will not be entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement, as discussed below.

On October 1, 2020, we entered into a restricted unit agreement with Brett Icahn pursuant to the 2017 Incentive Plan whereby Brett Icahn was awarded a grant of 239,254 restricted depositary units of Icahn Enterprises which will vest over seven years , subject to the terms and conditions of that agreement.

We also entered into a guaranty agreement with an affiliate of Brett Icahn, pursuant to which we guaranteed the payment of certain amounts required to be distributed by the Investment Funds to such affiliate pursuant to the terms and conditions of the manager agreement.

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