ICAHN ENTERPRISES L.P. 10-Q

Item 1. Financial Statements ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 ​ ​ (In millions, except unit amounts) ASSETS ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,862 ​ $ 3,794 Cash held at consolidated affiliated partnerships and restricted cash ​ 2,687 ​ 1,151 Investments ​ 6,910 ​ 9,945 Due from brokers ​ 1,682 ​ 858 Accounts receivable, net ​ 443 ​ 483 Inventories, net ​ 1,536 ​ 1,795 Property, plant and equipment, net ​ 4,297 ​ 4,454 Unrealized gain on derivative contracts ​ ​ 1,439 ​ ​ 182 Goodwill ​ 284 ​ 282 Intangible assets, net ​ 400 ​ 431 Other assets ​ 1,284 ​ 1,264 Total Assets ​ $ 22,824 ​ $ 24,639 LIABILITIES AND EQUITY ​ ​ Accounts payable ​ $ 663 ​ $ 945 Accrued expenses and other liabilities ​ 1,451 ​ 1,453 Deferred tax liability ​ 578 ​ 639 Unrealized loss on derivative contracts ​ 172 ​ 1,224 Securities sold, not yet purchased, at fair value ​ 970 ​ 1,190 Due to brokers ​ 1,971 ​ 54 Debt ​ 8,146 ​ 8,192 Total liabilities ​ 13,951 ​ 13,697 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 16) ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ Limited partners: Depositary units: 232,082,223 units issued and outstanding at September 30, 2020 and 214,078,558 units issued and outstanding at December 31, 2019 ​ 4,086 ​ 6,268 General partner ​ ( 856 ) ​ ( 812 ) Equity attributable to Icahn Enterprises ​ 3,230 ​ 5,456 Equity attributable to non-controlling interests ​ 5,643 ​ 5,486 Total equity ​ 8,873 ​ 10,942 Total Liabilities and Equity ​ $ 22,824 ​ $ 24,639 ​ ​ ​ ​ See notes to condensed consolidated financial statements. 2 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2020 2019 2020 2019 ​ ​ (In millions, except per unit amounts) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 1,764 ​ $ 2,484 ​ $ 4,950 ​ $ 7,371 Other revenues from operations ​ 163 ​ 170 ​ 460 ​ 504 Net loss from investment activities ​ ( 1,259 ) ​ ( 657 ) ​ ( 2,152 ) ​ ( 1,968 ) Interest and dividend income ​ 46 ​ 69 ​ 135 ​ 192 Gain on disposition of assets, net ​ 7 ​ 249 ​ 5 ​ 256 Other income (loss), net ​ 1 ​ 5 ​ ( 27 ) ​ 16 ​ ​ 722 ​ 2,320 ​ 3,371 ​ 6,371 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ 1,599 ​ 2,069 ​ 4,543 ​ 6,098 Other expenses from operations ​ 127 ​ 141 ​ 369 ​ 409 Selling, general and administrative ​ 289 ​ 352 ​ 888 ​ 1,027 Restructuring, net ​ 1 ​ 4 ​ 8 ​ 15 Impairment ​ 1 ​ — ​ 6 ​ 1 Interest expense ​ 171 ​ 153 ​ 517 ​ 443 ​ ​ 2,188 ​ 2,719 ​ 6,331 ​ 7,993 Loss before income tax benefit ​ ( 1,466 ) ​ ( 399 ) ​ ( 2,960 ) ​ ( 1,622 ) Income tax benefit ​ 66 ​ 26 ​ 118 ​ 12 Loss from continuing operations ​ ( 1,400 ) ​ ( 373 ) ​ ( 2,842 ) ​ ( 1,610 ) Loss from discontinued operations ​ — ​ — ​ — ​ ( 24 ) Net loss ​ ( 1,400 ) ​ ( 373 ) ​ ( 2,842 ) ​ ( 1,634 ) Less: net loss attributable to non-controlling interests ​ ( 686 ) ​ ( 324 ) ​ ( 1,043 ) ​ ( 693 ) Net loss attributable to Icahn Enterprises ​ $ ( 714 ) ​ $ ( 49 ) ​ $ ( 1,799 ) ​ $ ( 941 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Icahn Enterprises from: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ ( 714 ) ​ $ ( 49 ) ​ $ ( 1,799 ) ​ $ ( 917 ) Discontinued operations ​ — ​ — ​ — ​ ( 24 ) ​ ​ $ ( 714 ) ​ $ ( 49 ) ​ $ ( 1,799 ) ​ $ ( 941 ) Net loss attributable to Icahn Enterprises allocated to: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Limited partners ​ $ ( 700 ) ​ $ ( 48 ) ​ $ ( 1,763 ) ​ $ ( 922 ) General partner ​ ( 14 ) ​ ( 1 ) ​ ( 36 ) ​ ( 19 ) ​ ​ $ ( 714 ) ​ $ ( 49 ) ​ $ ( 1,799 ) ​ $ ( 941 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted loss per LP unit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ ( 3.14 ) ​ $ ( 0.24 ) ​ $ ( 8.12 ) ​ $ ( 4.56 ) Discontinued operations ​ — ​ — ​ — ​ ( 0.12 ) Basic and diluted loss per LP unit ​ $ ( 3.14 ) ​ $ ( 0.24 ) ​ $ ( 8.12 ) ​ $ ( 4.68 ) Basic and diluted weighted average LP units outstanding ​ 223 ​ 202 ​ 217 ​ 197 Cash distributions declared per LP unit ​ $ 2.00 ​ $ 2.00 ​ $ 6.00 ​ $ 6.00 ​ ​ ​ ​ ​ See notes to condensed consolidated financial statements. 3 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2020 2019 2020 2019 ​ ​ (in millions) Net loss ​ $ ( 1,400 ) ​ $ ( 373 ) ​ $ ( 2,842 ) ​ $ ( 1,634 ) Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ ​ ​ Translation adjustments ​ 1 ​ ( 3 ) ​ — ​ ( 4 ) Post-retirement benefits and other ​ 1 ​ ( 1 ) ​ 1 ​ 1 Other comprehensive income (loss), net of tax ​ 2 ​ ( 4 ) ​ 1 ​ ( 3 ) Comprehensive loss ​ ( 1,398 ) ​ ( 377 ) ​ ( 2,841 ) ​ ( 1,637 ) Less: Comprehensive loss attributable to non-controlling interests ​ ( 686 ) ​ ( 325 ) ​ ( 1,042 ) ​ ( 694 ) Comprehensive loss attributable to Icahn Enterprises ​ $ ( 712 ) ​ $ ( 52 ) ​ $ ( 1,799 ) ​ $ ( 943 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss attributable to Icahn Enterprises allocated to: ​ ​ ​ ​ ​ ​ ​ Limited partners ​ $ ( 698 ) ​ $ ( 51 ) ​ $ ( 1,763 ) ​ $ ( 924 ) General partner ​ ( 14 ) ​ ( 1 ) ​ ( 36 ) ​ ( 19 ) ​ ​ $ ( 712 ) ​ $ ( 52 ) ​ $ ( 1,799 ) ​ $ ( 943 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See notes to condensed consolidated financial statements. 4 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Attributable to Icahn Enterprises ​ ​ ​ ​ ​ ​ ​ General ​ Limited ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Partner’s ​ Partners’ ​ Total Partners’ ​ controlling ​ ​ ​ (Deficit) Equity Equity Equity Interests Total Equity ​ ​ (In millions) Balance, December 31, 2019 ​ $ ( 812 ) ​ $ 6,268 ​ $ 5,456 ​ $ 5,486 ​ $ 10,942 Net loss ​ ​ ( 28 ) ​ ( 1,356 ) ​ ​ ( 1,384 ) ​ ​ ( 922 ) ​ ​ ( 2,306 ) Other comprehensive loss ​ — ​ ( 3 ) ​ ( 3 ) ​ — ​ ( 3 ) Partnership distributions payable ​ ( 9 ) ​ ( 428 ) ​ ( 437 ) ​ — ​ ( 437 ) Partnership contributions ​ — ​ 7 ​ 7 ​ — ​ 7 Investment segment contributions from non-controlling interests ​ — ​ — ​ — ​ 1,241 ​ 1,241 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 23 ) ​ ( 23 ) Changes in subsidiary equity and other ​ — ​ ( 4 ) ​ ( 4 ) ​ — ​ ( 4 ) Balance, March 31, 2020 ​ ( 849 ) ​ 4,484 ​ 3,635 ​ 5,782 ​ 9,417 Net income ​ 6 ​ 293 ​ 299 ​ 565 ​ 864 Other comprehensive income ​ — ​ 1 ​ 1 ​ 1 ​ 2 Partnership distributions payable reversal ​ ​ 9 ​ ​ 428 ​ ​ 437 ​ ​ — ​ ​ 437 Partnership distributions ​ ( 9 ) ​ ( 452 ) ​ ( 461 ) ​ — ​ ( 461 ) Partnership contributions ​ ​ — ​ ​ 19 ​ ​ 19 ​ ​ — ​ ​ 19 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 13 ) ​ ( 13 ) Changes in subsidiary equity and other ​ 1 ​ 1 ​ 2 ​ ( 2 ) ​ — Balance, June 30, 2020 ​ ( 842 ) ​ 4,774 ​ 3,932 ​ 6,333 ​ 10,265 Net loss ​ ( 14 ) ​ ( 700 ) ​ ( 714 ) ​ ( 686 ) ​ ( 1,400 ) Other comprehensive income ​ — ​ 2 ​ 2 ​ — ​ 2 Partnership distributions ​ ( 1 ) ​ ( 31 ) ​ ( 32 ) ​ — ​ ( 32 ) Partnership contributions ​ 1 ​ 34 ​ 35 ​ — ​ 35 Changes in subsidiary equity and other ​ — ​ 7 ​ 7 ​ ( 4 ) ​ 3 Balance, September 30, 2020 ​ $ ( 856 ) ​ $ 4,086 ​ $ 3,230 ​ $ 5,643 ​ $ 8,873 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Attributable to Icahn Enterprises ​ ​ ​ ​ ​ ​ ​ General ​ Limited ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Partner’s ​ Partners’ ​ Total Partners’ ​ controlling ​ ​ ​ (Deficit) Equity Equity Equity Interests Total Equity ​ ​ (In millions) Balance, December 31, 2018 ​ $ ( 790 ) ​ $ 7,350 ​ $ 6,560 ​ $ 6,420 ​ $ 12,980 Net loss ​ ​ ( 8 ) ​ ​ ( 386 ) ​ ​ ( 394 ) ​ ​ ( 270 ) ​ ​ ( 664 ) Partnership distributions payable ​ ( 8 ) ​ ( 383 ) ​ ( 391 ) ​ — ​ ( 391 ) Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 30 ) ​ ( 30 ) Changes in subsidiary equity and other ​ 2 ​ 62 ​ 64 ​ ( 307 ) ​ ( 243 ) Balance, March 31, 2019 ​ ( 804 ) ​ 6,643 ​ 5,839 ​ 5,813 ​ 11,652 Net loss ​ ( 10 ) ​ ( 488 ) ​ ( 498 ) ​ ( 99 ) ​ ( 597 ) Other comprehensive income ​ — ​ 1 ​ 1 ​ — ​ 1 Partnership distributions payable reversal ​ 8 ​ 383 ​ 391 ​ — ​ 391 Partnership distributions ​ ( 1 ) ​ ( 54 ) ​ ( 55 ) ​ — ​ ( 55 ) Partnership contributions ​ ​ — ​ 10 ​ 10 ​ — ​ ​ 10 Investment segment contributions from non-controlling interests ​ — ​ — ​ — ​ 70 ​ 70 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 26 ) ​ ( 26 ) Changes in subsidiary equity and other ​ ​ — ​ 3 ​ 3 ​ ( 3 ) ​ ​ — Balance, June 30, 2019 ​ ( 807 ) ​ 6,498 ​ 5,691 ​ 5,755 ​ 11,446 Net loss ​ ( 1 ) ​ ( 48 ) ​ ( 49 ) ​ ( 324 ) ​ ( 373 ) Other comprehensive loss ​ — ​ ( 3 ) ​ ( 3 ) ​ ( 1 ) ​ ( 4 ) Partnership distributions ​ ( 1 ) ​ ( 27 ) ​ ( 28 ) ​ — ​ ( 28 ) Partnership contributions ​ 1 ​ 24 ​ 25 ​ — ​ 25 Investment segment contributions from non-controlling interests ​ — ​ — ​ — ​ 150 ​ 150 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 34 ) ​ ( 34 ) Changes in subsidiary equity and other ​ — ​ ( 3 ) ​ ( 3 ) ​ ( 31 ) ​ ( 34 ) Balance, September 30, 2019 ​ $ ( 808 ) ​ $ 6,441 ​ $ 5,633 ​ $ 5,515 ​ $ 11,148 ​ ​ ​ See notes to condensed consolidated financial statements. ​ 5 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ 2020 2019 ​ ​ (in millions) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 2,842 ) $ ( 1,634 ) Adjustments to reconcile net loss to net cash provided by operating activities: ​ ​ ​ Loss from discontinued operations ​ — ​ 24 Net loss from securities transactions ​ 2,777 ​ 314 Purchases of securities ​ ( 1,480 ) ​ ( 3,885 ) Proceeds from sales of securities ​ 3,756 ​ 2,133 Payments to cover securities sold, not yet purchased ​ ( 2,291 ) ​ ( 451 ) Proceeds from securities sold, not yet purchased ​ 1,547 ​ 142 Changes in receivables and payables relating to securities transactions ​ 1,080 ​ 609 Gain on disposition of assets, net ​ ( 5 ) ​ ( 256 ) Depreciation and amortization ​ 379 ​ 389 Deferred taxes ​ ( 59 ) ​ ( 84 ) Other, net ​ 79 ​ ( 1 ) Changes in unrealized gains/losses on derivative contracts ​ ( 2,309 ) ​ 800 Changes in other operating assets and liabilities ​ 92 ​ 32 Net cash provided by (used in) operating activities ​ 724 ​ ( 1,868 ) Cash flows from investing activities: ​ ​ Capital expenditures ​ ( 155 ) ​ ( 195 ) Turnaround expenditures ​ ​ ( 158 ) ​ ​ ( 24 ) Acquisition of businesses, net of cash acquired ​ ( 2 ) ​ ( 52 ) Purchases of investments ​ ( 317 ) ​ ( 50 ) Proceeds from sale of investments ​ 55 ​ 458 Proceeds from disposition of businesses and assets ​ 23 ​ 491 Other, net ​ 3 ​ 3 Net cash (used in) provided by investing activities ​ ( 551 ) ​ 631 Cash flows from financing activities: ​ ​ Investment segment contributions from non-controlling interests ​ 1 ​ 220 Partnership contributions ​ 61 ​ 35 Partnership distributions ​ ( 493 ) ​ ( 83 ) Purchase of additional interests in consolidated subsidiaries ​ — ​ ( 241 ) Dividends and distributions to non-controlling interests in subsidiaries ​ ( 36 ) ​ ( 90 ) Proceeds from Holding Company senior unsecured notes ​ 866 ​ 1,757 Repayments of Holding Company senior unsecured notes ​ ( 1,350 ) ​ ( 1,700 ) Proceeds from subsidiary borrowings ​ 1,644 ​ 565 Repayments of subsidiary borrowings ​ ( 1,244 ) ​ ( 597 ) Other, net ​ ( 17 ) ​ ( 3 ) Net cash used in financing activities ​ ( 568 ) ​ ( 137 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents ​ ( 1 ) ​ ( 2 ) Add back change in cash and restricted cash of assets held for sale ​ — ​ ( 83 ) Net decrease in cash and cash equivalents and restricted cash and restricted cash equivalents ​ ( 396 ) ​ ( 1,459 ) Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period ​ 4,945 ​ 5,338 Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period ​ $ 4,549 ​ $ 3,879 ​ See notes to condensed consolidated financial statements. ​ 6 Table of Contents ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 ​ ​ (in millions) ASSETS ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,862 ​ $ 3,794 Cash held at consolidated affiliated partnerships and restricted cash ​ 2,687 ​ 1,151 Investments ​ 6,910 ​ 9,945 Due from brokers ​ 1,682 ​ 858 Accounts receivable, net ​ 443 ​ 483 Inventories, net ​ 1,536 ​ 1,795 Property, plant and equipment, net ​ 4,297 ​ 4,454 Unrealized gain on derivative contracts ​ ​ 1,439 ​ ​ 182 Goodwill ​ 284 ​ 282 Intangible assets, net ​ 400 ​ 431 Other assets ​ 1,284 ​ 1,264 Total Assets ​ $ 22,824 ​ $ 24,639 LIABILITIES AND EQUITY ​ ​ ​ ​ ​ Accounts payable ​ $ 663 ​ $ 945 Accrued expenses and other liabilities ​ 1,451 ​ 1,453 Deferred tax liability ​ 578 ​ 639 Unrealized loss on derivative contracts ​ 172 ​ 1,224 Securities sold, not yet purchased, at fair value ​ 970 ​ 1,190 Due to brokers ​ 1,971 ​ 54 Debt ​ 8,149 ​ 8,195 Total liabilities ​ 13,954 ​ 13,700 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 16) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ ​ ​ Limited partner ​ 4,124 ​ 6,328 General partner ​ ( 897 ) ​ ( 875 ) Equity attributable to Icahn Enterprises Holdings ​ 3,227 ​ 5,453 Equity attributable to non-controlling interests ​ 5,643 ​ 5,486 Total equity ​ 8,870 ​ 10,939 Total Liabilities and Equity ​ $ 22,824 ​ $ 24,639 ​ ​ ​ ​ ​ ​ ​ See notes to condensed consolidated financial statements. 7 Table of Contents ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2020 2019 2020 2019 ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 1,764 ​ $ 2,484 ​ $ 4,950 ​ $ 7,371 Other revenues from operations ​ 163 ​ 170 ​ 460 ​ 504 Net loss from investment activities ​ ( 1,259 ) ​ ( 657 ) ​ ( 2,152 ) ​ ( 1,968 ) Interest and dividend income ​ 46 ​ 69 ​ 135 ​ 192 Gain on disposition of assets, net ​ 7 ​ 249 ​ 5 ​ 256 Other income (loss), net ​ 1 ​ 5 ​ ( 27 ) ​ 16 ​ ​ 722 ​ 2,320 ​ 3,371 ​ 6,371 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ 1,599 ​ 2,069 ​ 4,543 ​ 6,098 Other expenses from operations ​ 127 ​ 141 ​ 369 ​ 409 Selling, general and administrative ​ 289 ​ 352 ​ 888 ​ 1,027 Restructuring, net ​ 1 ​ 4 ​ 8 ​ 15 Impairment ​ 1 ​ — ​ 6 ​ 1 Interest expense ​ 171 ​ 153 ​ 517 ​ 442 ​ ​ 2,188 ​ 2,719 ​ 6,331 ​ 7,992 Loss before income tax benefit ​ ( 1,466 ) ​ ( 399 ) ​ ( 2,960 ) ​ ( 1,621 ) Income tax benefit ​ 66 ​ 26 ​ 118 ​ 12 Loss from continuing operations ​ ( 1,400 ) ​ ( 373 ) ​ ( 2,842 ) ​ ( 1,609 ) Loss from discontinued operations ​ — ​ — ​ — ​ ( 24 ) Net loss ​ ( 1,400 ) ​ ( 373 ) ​ ( 2,842 ) ​ ( 1,633 ) Less: net loss attributable to non-controlling interests ​ ( 686 ) ​ ( 324 ) ​ ( 1,043 ) ​ ( 693 ) Net loss attributable to Icahn Enterprises Holdings ​ $ ( 714 ) ​ $ ( 49 ) ​ $ ( 1,799 ) ​ $ ( 940 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Icahn Enterprises Holdings from: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ ( 714 ) ​ $ ( 49 ) ​ $ ( 1,799 ) ​ $ ( 916 ) Discontinued operations ​ — ​ — ​ — ​ ( 24 ) ​ ​ $ ( 714 ) ​ $ ( 49 ) ​ $ ( 1,799 ) ​ $ ( 940 ) Net loss attributable to Icahn Enterprises Holdings allocated to: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Limited partner ​ $ ( 707 ) ​ $ ( 49 ) ​ $ ( 1,781 ) ​ $ ( 931 ) General partner ​ ( 7 ) ​ — ​ ( 18 ) ​ ( 9 ) ​ ​ $ ( 714 ) ​ $ ( 49 ) ​ $ ( 1,799 ) ​ $ ( 940 ) ​ ​ ​ ​ ​ ​ See notes to condensed consolidated financial statements. 8 Table of Contents ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2020 2019 2020 2019 ​ ​ (in millions) Net loss ​ $ ( 1,400 ) ​ $ ( 373 ) ​ $ ( 2,842 ) ​ $ ( 1,633 ) Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation adjustments ​ 1 ​ ( 3 ) ​ — ​ ( 4 ) Post-retirement benefits and other ​ 1 ​ ( 1 ) ​ 1 ​ 1 Other comprehensive income (loss), net of tax ​ 2 ​ ( 4 ) ​ 1 ​ ( 3 ) Comprehensive loss ​ ( 1,398 ) ​ ( 377 ) ​ ( 2,841 ) ​ ( 1,636 ) Less: Comprehensive loss attributable to non-controlling interests ​ ( 686 ) ​ ( 325 ) ​ ( 1,042 ) ​ ( 694 ) Comprehensive loss attributable to Icahn Enterprises Holdings ​ $ ( 712 ) ​ $ ( 52 ) ​ $ ( 1,799 ) ​ $ ( 942 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss attributable to Icahn Enterprises Holdings allocated to: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Limited partner ​ $ ( 705 ) ​ $ ( 52 ) ​ $ ( 1,781 ) ​ $ ( 933 ) General partner ​ ( 7 ) ​ — ​ ( 18 ) ​ ( 9 ) ​ ​ $ ( 712 ) ​ $ ( 52 ) ​ $ ( 1,799 ) ​ $ ( 942 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See notes to condensed consolidated financial statements. 9 Table of Contents ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Attributable to Icahn Enterprises Holdings ​ ​ ​ ​ ​ ​ ​ General ​ Limited ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Partner’s ​ Partner’s ​ Total Partners’ ​ controlling ​ ​ ​ (Deficit) Equity Equity Equity Interests Total Equity ​ ​ (In millions) Balance, December 31, 2019 ​ $ ( 875 ) ​ $ 6,328 ​ $ 5,453 ​ $ 5,486 ​ $ 10,939 Net loss ​ ​ ( 14 ) ​ ​ ( 1,370 ) ​ ​ ( 1,384 ) ​ ​ ( 922 ) ​ ​ ( 2,306 ) Other comprehensive loss ​ — ​ ( 3 ) ​ ( 3 ) ​ — ​ ( 3 ) Partnership distributions payable ​ ( 4 ) ​ ( 433 ) ​ ( 437 ) ​ — ​ ( 437 ) Partnership contributions ​ — ​ 7 ​ 7 ​ — ​ 7 Investment segment contributions from non-controlling interests ​ — ​ — ​ — ​ 1,241 ​ 1,241 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 23 ) ​ ( 23 ) Changes in subsidiary equity and other ​ — ​ ( 4 ) ​ ( 4 ) ​ — ​ ( 4 ) Balance, March 31, 2020 ​ ( 893 ) ​ 4,525 ​ 3,632 ​ 5,782 ​ 9,414 Net income ​ 3 ​ 296 ​ 299 ​ 565 ​ 864 Other comprehensive income ​ — ​ 1 ​ 1 ​ 1 ​ 2 Partnership distributions payable reversal ​ 4 ​ ​ 433 ​ ​ 437 ​ ​ — ​ 437 Partnership distributions ​ ( 5 ) ​ ( 456 ) ​ ( 461 ) ​ — ​ ( 461 ) Partnership contributions ​ ​ — ​ ​ 19 ​ ​ 19 ​ ​ — ​ ​ 19 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 13 ) ​ ( 13 ) Changes in subsidiary equity and other ​ 1 ​ 1 ​ 2 ​ ( 2 ) ​ — Balance, June 30, 2020 ​ ( 890 ) ​ 4,819 ​ 3,929 ​ 6,333 ​ 10,262 Net loss ​ ( 7 ) ​ ( 707 ) ​ ( 714 ) ​ ( 686 ) ​ ( 1,400 ) Other comprehensive income ​ — ​ 2 ​ 2 ​ — ​ 2 Partnership distributions ​ — ​ ( 32 ) ​ ( 32 ) ​ — ​ ( 32 ) Partnership contributions ​ — ​ 35 ​ 35 ​ — ​ 35 Changes in subsidiary equity and other ​ — ​ 7 ​ 7 ​ ( 4 ) ​ 3 Balance, September 30, 2020 ​ $ ( 897 ) ​ $ 4,124 ​ $ 3,227 ​ $ 5,643 ​ $ 8,870 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Attributable to Icahn Enterprises Holdings ​ ​ ​ ​ ​ ​ ​ General ​ Limited ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Partner’s ​ Partner’s ​ Total Partners’ ​ controlling ​ ​ ​ (Deficit) Equity Equity Equity Interests Total Equity ​ ​ (In millions) Balance, December 31, 2018 ​ $ ( 864 ) ​ $ 7,452 ​ $ 6,588 ​ $ 6,420 ​ $ 13,008 Net loss ​ ​ ( 4 ) ​ ​ ( 390 ) ​ ​ ( 394 ) ​ ​ ( 270 ) ​ ​ ( 664 ) Partnership distributions payable ​ ( 4 ) ​ ( 387 ) ​ ( 391 ) ​ — ​ ( 391 ) Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 30 ) ​ ( 30 ) Changes in subsidiary equity and other ​ 1 ​ 63 ​ 64 ​ ( 307 ) ​ ( 243 ) Balance, March 31, 2019 ​ ( 871 ) ​ 6,738 ​ 5,867 ​ 5,813 ​ 11,680 Net loss ​ ( 5 ) ​ ( 492 ) ​ ( 497 ) ​ ( 99 ) ​ ( 596 ) Other comprehensive income ​ — ​ 1 ​ 1 ​ — ​ 1 Partnership distributions payable reversal ​ 4 ​ 387 ​ 391 ​ — ​ 391 Partnership distributions ​ ​ ( 1 ) ​ ( 54 ) ​ ( 55 ) ​ — ​ ​ ( 55 ) Partnership contributions ​ ​ — ​ 10 ​ 10 ​ — ​ ​ 10 Investment segment contributions from non-controlling interests ​ — ​ — ​ — ​ 70 ​ 70 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 26 ) ​ ( 26 ) Changes in subsidiary equity and other ​ 1 ​ 2 ​ 3 ​ ( 3 ) ​ — Balance, June 30, 2019 ​ ( 872 ) ​ 6,592 ​ 5,720 ​ 5,755 ​ 11,475 Net loss ​ — ​ ( 49 ) ​ ( 49 ) ​ ( 324 ) ​ ( 373 ) Other comprehensive loss ​ — ​ ( 3 ) ​ ( 3 ) ​ ( 1 ) ​ ( 4 ) Partnership distributions ​ ( 1 ) ​ ( 59 ) ​ ( 60 ) ​ — ​ ( 60 ) Partnership contributions ​ — ​ 25 ​ 25 ​ — ​ 25 Investment segment contributions from non-controlling interests ​ — ​ — ​ — ​ 150 ​ 150 Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 34 ) ​ ( 34 ) Changes in subsidiary equity and other ​ — ​ ( 3 ) ​ ( 3 ) ​ ( 31 ) ​ ( 34 ) Balance, September 30, 2019 ​ $ ( 873 ) ​ $ 6,503 ​ $ 5,630 ​ $ 5,515 ​ $ 11,145 ​ ​ ​ ​ See notes to condensed consolidated financial statements. 10 Table of Contents ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ 2020 2019 ​ ​ (in millions) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 2,842 ) ​ $ ( 1,633 ) Adjustments to reconcile net loss to net cash provided by operating activities: ​ ​ Loss from discontinued operations ​ — ​ 24 Net loss from securities transactions ​ 2,777 ​ 314 Purchases of securities ​ ( 1,480 ) ​ ( 3,885 ) Proceeds from sales of securities ​ 3,756 ​ 2,133 Payments to cover securities sold, not yet purchased ​ ( 2,291 ) ​ ( 451 ) Proceeds from securities sold, not yet purchased ​ 1,547 ​ 142 Changes in receivables and payables relating to securities transactions ​ 1,080 ​ 609 Gain on disposition of assets, net ​ ( 5 ) ​ ( 256 ) Depreciation and amortization ​ 379 ​ 389 Deferred taxes ​ ( 59 ) ​ ( 84 ) Other, net ​ 79 ​ ( 2 ) Changes in unrealized gains/losses on derivative contracts ​ ​ ( 2,309 ) ​ 800 Changes in other operating assets and liabilities ​ 92 ​ 32 Net cash provided by (used in) operating activities ​ 724 ​ ( 1,868 ) Cash flows from investing activities: ​ ​ Capital expenditures ​ ( 155 ) ​ ( 195 ) Turnaround expenditures ​ ​ ( 158 ) ​ ​ ( 24 ) Acquisition of businesses, net of cash acquired ​ ( 2 ) ​ ( 52 ) Purchases of investments ​ ( 317 ) ​ ( 50 ) Proceeds from sale of investments ​ 55 ​ 458 Proceeds from disposition of businesses and assets ​ 23 ​ 491 Other, net ​ 3 ​ 3 Net cash (used in) provided by investing activities ​ ( 551 ) ​ 631 Cash flows from financing activities: ​ ​ Investment segment contributions from non-controlling interests ​ 1 ​ 220 Partnership contributions ​ 61 ​ 35 Partnership distributions ​ ( 493 ) ​ ( 83 ) Purchase of additional interests in consolidated subsidiaries ​ — ​ ( 241 ) Dividends and distributions to non-controlling interests in subsidiaries ​ ( 36 ) ​ ( 90 ) Proceeds from Holding Company senior unsecured notes ​ 866 ​ 1,757 Repayments of Holding Company senior unsecured notes ​ ( 1,350 ) ​ ( 1,700 ) Proceeds from subsidiary borrowings ​ 1,644 ​ 565 Repayments of subsidiary borrowings ​ ( 1,244 ) ​ ( 597 ) Other, net ​ ( 17 ) ​ ( 3 ) Net cash used in financing activities ​ ( 568 ) ​ ( 137 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents ​ ( 1 ) ​ ( 2 ) Add back change in cash and restricted cash of assets held for sale ​ — ​ ( 83 ) Net decrease in cash and cash equivalents and restricted cash and restricted cash equivalents ​ ( 396 ) ​ ( 1,459 ) Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period ​ 4,945 ​ 5,338 Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period ​ $ 4,549 ​ $ 3,879 ​ ​ See notes to condensed consolidated financial statements. ​ 11 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Description of Business Overview Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987. Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”) is a limited partnership formed in Delaware on February 17, 1987. References to “we,” “our” or “us” herein include both Icahn Enterprises and Icahn Enterprises Holdings and their subsidiaries, unless the context otherwise requires. Icahn Enterprises owns a 99 % limited partner interest in Icahn Enterprises Holdings. Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), which is owned and controlled by Mr. Carl C. Icahn, owns a 1 % general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of September 30, 2020. Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Therefore, the financial results of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same, with differences relating primarily to the allocation of the general partner interest, which is reflected as an aggregate 1.99 % general partner interest in the financial statements of Icahn Enterprises. In addition to the above, Mr. Icahn and his affiliates owned approximately 92.0 % of Icahn Enterprises’ outstanding depositary units as of September 30, 2020. Description of Continuing Operating Businesses We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Metals, Real Estate and Home Fashion. We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises and Icahn Enterprises Holdings (unless otherwise noted), and investment activity and expenses associated with our Holding Company. Our historical results also report the results of our Mining segment, until sold on August 1, 2019. See Note 12, “Segment Reporting,” for a reconciliation of each of our reporting segment’s results of operations to our consolidated results. Certain additional information with respect to our segments is discussed below. Investment Our Investment segment is comprised of various private investment funds (“Investment Funds”) in which we have general partner interests and through which we invest our proprietary capital. As general partner, we provide investment advisory and certain administrative and back office services to the Investment Funds but do not provide such services to any other entities, individuals or accounts. We and certain of Mr. Icahn’s 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 $ 4.1 billion and $ 4.3 billion as of September 30, 2020 and December 31, 2019, respectively. Energy We conduct our Energy segment through our majority owned subsidiary, CVR Energy, Inc. (“CVR Energy”). CVR Energy is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses through its holdings in CVR Refining, LP (“CVR Refining”) and CVR Partners, LP (“CVR Partners”), respectively. CVR Refining is an independent petroleum refiner and marketer of high value transportation fuels. CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate and ammonia. 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 September 30, 2020. As of September 30, 2020, we owned approximately 70.8 % of the total outstanding common stock of CVR Energy. 12 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) On January 29, 2019, CVR Energy, pursuant to the exercise of its right to purchase all of the issued and outstanding common units in CVR Refining, purchased the remaining common units of CVR Refining not already owned by CVR Energy, including the purchase of CVR Refining common units owned directly by us. Prior to this, CVR Energy owned approximately 80.6 % of the common units of CVR Refining and we directly owned approximately 3.9 % of the common units of CVR Refining. As a result of exercising its purchase right, as of January 29, 2019, CVR Energy owns all of the common units of CVR Refining and we no longer have any direct ownership in CVR Refining. In addition, the common units of CVR Refining have subsequently ceased to be publicly traded or listed on the New York Stock Exchange or any other national securities exchange. The remaining common units of CVR Refining acquired in this transaction were purchased for $ 241 million, excluding the amount paid by CVR Energy to us for the common units of CVR Refining directly owned by us. Automotive We conduct our Automotive segment through our wholly owned subsidiary, Icahn Automotive Group LLC (“Icahn Automotive”). Icahn Automotive is engaged in the retail and wholesale distribution of automotive parts in the aftermarket (“aftermarket parts”) as well as providing automotive repair and maintenance services (“automotive services”) to its customers. Icahn Automotive’s aftermarket parts and automotive services businesses serve different customer channels and have distinct strategies, opportunities and requirements and therefore are operated as two independent operating companies, each with its own Chief Executive Officer and management teams, and both of which are supported by a central shared service group. Our Automotive segment also includes our separate equity method investment in 767 Auto Leasing LLC (“767 Leasing”), a joint venture created by us to purchase vehicles for lease, as described further in Note 3, “Related Party Transactions.” Our investment in 767 Leasing is included as a component of our Automotive segment due to the nature of the joint venture activities. Food Packaging We conduct our Food Packaging segment through our majority owned subsidiary, Viskase Companies, Inc. (“Viskase”). Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products. 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 %. Metals We conduct our Metals segment through our wholly owned subsidiary, PSC Metals LLC (“PSC Metals”). PSC Metals is principally engaged in the business of collecting, processing and selling ferrous and non-ferrous metals, as well as the processing and distribution of steel pipe and plate products. PSC Metals collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers . Real Estate Our Real Estate operations consist primarily of rental real estate, property development and associated club activities, and hotel, timeshare and casino operations. Our rental real estate operations consist primarily of office and industrial properties. 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. Our Real Estate segment’s hotel, timeshare and casino operations consist of a resort property in Aruba as well as a casino property in Atlantic City, New Jersey, which ceased operations in 2014 prior to our obtaining control of the property. 13 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Home Fashion We conduct our Home Fashion segment through our wholly owned subsidiary, WestPoint Home LLC (“WPH”). WPH’s business consists of manufacturing, sourcing, marketing, distributing and selling home fashion consumer products. Mining We conducted our Mining segment through our majority owned subsidiary, Ferrous Resources Ltd. (“Ferrous Resources”). 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. Subsequent to the sale, we no longer operate an active Mining segment. 2. Basis of Presentation and Summary of Significant Accounting Policies We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the Investment Company Act. In addition, we do not invest or intend to invest in securities as our primary business. We intend to structure our investments to continue to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended. Events beyond our control, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in our inadvertently becoming an investment company that is required to register under the Investment Company Act. Our sales of Federal-Mogul LLC, Tropicana Entertainment Inc., American Railcar Industries, Inc. and Ferrous Resources in recent years did not result in our being considered an investment company. However, additional transactions involving the sale of certain assets could result in our being considered an investment company. Following such events or transactions, an exemption under the Investment Company Act would provide us up to one year to take steps to avoid becoming classified as an investment company. We expect to take steps to avoid becoming classified as an investment company, but no assurance can be made that we will successfully be able to take the steps necessary to avoid becoming classified as an investment company. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, 2019. The condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) related to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are necessary to present fairly the results for the interim periods. All such adjustments are of a normal and recurring nature. ​ 14 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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. 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 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 Our condensed consolidated financial statements include the accounts of (i) Icahn Enterprises and Icahn Enterprises Holdings and (ii) the wholly and majority owned subsidiaries of Icahn Enterprises and Icahn Enterprises Holdings, in addition to variable interest entities (“VIEs”) in which we are the primary beneficiary. In evaluating whether we have a controlling financial interest in entities that we consolidate, we consider the following: (1) for voting interest entities, including limited partnerships and similar entities that are not VIEs, we consolidate these entities in which we own a majority of the voting interests; and (2) for VIEs, we consolidate these entities in which we are the primary beneficiary. See below for a discussion of our VIEs. Kick-out rights, which are the rights underlying the limited partners’ ability to dissolve the limited partnership or otherwise remove the general partners, held through voting interests of partnerships and similar entities that are not VIEs are considered the equivalent of the equity interests of corporations that are not VIEs. Except for our Investment segment and Holding Company, for equity investments in which we own 50% or less but greater than 20%, we generally account for such investments using the equity method. All other equity investments are accounted for at fair value. Reclassifications Certain reclassifications from the prior year presentation have been made to conform to the current year presentation, which did not have an impact on previously reported net income and equity and are not deemed material. Consolidated Variable Interest Entities The following is a discussion of variable interest entities in which we are deemed to be the primary beneficiary and in which we therefore consolidate. In addition, as discussed in Note 3, “Related Party Transactions,” we have a variable interest in an entity in which we are not the primary beneficiary and therefore we do not consolidate. Icahn Enterprises Holdings We determined that Icahn Enterprises Holdings is a VIE because it is a limited partnership that lacks both substantive kick-out and participating rights. Although Icahn Enterprises is not the general partner of Icahn Enterprises Holdings, Icahn Enterprises is deemed to be the primary beneficiary of Icahn Enterprises Holdings principally based on its 99 % limited partner interest in Icahn Enterprises Holdings, as well as our related party relationship with the general partner, and therefore continues to consolidate Icahn Enterprises Holdings. The condensed consolidated financial statements of Icahn Enterprises Holdings are included in this Report. The balances with respect to Icahn Enterprises 15 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Holdings’ consolidated VIEs are discussed below, comprising the Investment Funds, CVR Partners and Viskase’s joint venture. Investment We determined that each of the Investment Funds are considered VIEs because these limited partnerships lack both substantive kick-out and participating rights. Because we have a general partner interest in each of the Investment Funds and have significant limited partner interests in each of the Investment Funds, coupled with our significant exposure to losses and benefits in each of the Investment Funds, we are the primary beneficiary of each of the Investment Funds and therefore continue to consolidate each of the Investment Funds. Energy CVR Partners is considered a VIE because it is a limited partnership that lacks both substantive kick-out and participating rights. In addition, CVR Energy also concluded that, based upon its general partner’s roles and rights in CVR Partners as afforded by CVR Partners’ partnership agreement, coupled with its exposure to losses and benefits in CVR Partners through its significant limited partner interest, intercompany credit facilities and services agreements, it is the primary beneficiary of CVR Partners. Food Packaging Viskase holds a variable interest in a joint venture for which Viskase is the primary beneficiary. Viskase’s interest in the joint venture includes a 50 % equity interest and also relates to the sales, operations, administrative and financial support to the joint venture through providing many of the assets used in its business. The following table includes balances of assets and liabilities of VIE’s included in Icahn Enterprises Holdings’ condensed consolidated balance sheets. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 ​ ​ (in millions) Cash and cash equivalents ​ $ 49 ​ $ 42 Cash held at consolidated affiliated partnerships and restricted cash ​ 2,650 ​ 989 Investments ​ 6,177 ​ 9,207 Due from brokers ​ 1,682 ​ 858 Accounts receivable, net ​ ​ 20 ​ ​ 35 Inventories, net ​ 46 ​ 48 Property, plant and equipment, net ​ 1,062 ​ 1,123 Unrealized gain on derivative contracts ​ ​ 1,433 ​ ​ 182 Intangible assets, net ​ 237 ​ 251 Other assets ​ 31 ​ 49 Accounts payable ​ 25 ​ 25 Accrued expenses and other liabilities ​ ​ 71 ​ ​ 98 Unrealized loss on derivative contracts ​ ​ 172 ​ ​ 1,215 Securities sold, not yet purchased, at fair value ​ 970 ​ 1,190 Due to brokers ​ 1,971 ​ 54 Debt ​ 634 ​ 633 ​ 16 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Fair Value of Financial Instruments The carrying values of cash and cash equivalents, cash held at consolidated affiliated partnerships and restricted cash, accounts receivable, due from brokers, accounts payable, accrued expenses and other liabilities and due to brokers are deemed to be reasonable estimates of their fair values because of their short-term nature. See Note 4, “Investments,” and Note 5, “Fair Value Measurements,” for a detailed discussion of our investments and other non-financial assets and/or liabilities. The fair value of our long-term debt is based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. The carrying value and estimated fair value of our long-term debt as of September 30, 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. Cash Flow Cash and cash equivalents and restricted cash and restricted cash equivalents on our condensed consolidated statements of cash flows is comprised of (i) cash and cash equivalents and (ii) cash held at consolidated affiliated partnerships and restricted cash. Cash Held at Consolidated Affiliated Partnerships and Restricted Cash 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 $ 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 Due to the nature of our business, we derive revenue from various sources in various industries. 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 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. Our disaggregation of revenue information includes our net sales and other revenues from operations for each of our reporting segments as well as additional disaggregation of revenue information for our Energy and Automotive segments. See Note 12, “Segment Reporting,” for our complete disaggregation of revenue information. In addition, we 17 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) disclose additional information with respect to revenue from contracts with customers and contract balances for our Energy and Automotive segments below. Energy Our Energy segment’s deferred revenue is a contract liability that primarily relates to fertilizer sales contracts requiring customer prepayment prior to 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 $ 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. Automotive 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 In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which amends FASB ASC Topic 326, Financial Instruments - Credit Losses. In addition, in May 2019, the FASB issued ASU 2019-05, Targeted Transition Relief , which updates FASB ASU 2016-13. These ASUs require financial assets measured at amortized cost to be presented at the net amount to be collected and broadens the information, including forecasted information incorporating more timely information, that an entity must consider in developing its expected credit loss estimate for assets measured. These ASUs are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. We have adopted this standard on January 1, 2020. Most of our financial assets are excluded from the requirements of this standard as they are measured at fair value or are subject to other accounting standards. In addition, certain of our other financial assets are short-term in nature and therefore were not subject to significant credit losses beyond what was previously recorded under prior accounting standards. As a result, the adoption of this standard did not have a significant impact on our condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurements , which amends FASB ASC Topic 820, Fair Value Measurements . This ASU eliminates, modifies and adds various disclosure requirements for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Certain disclosures are required to be applied using a retrospective approach and others using a prospective approach. We have adopted this standard on January 1, 2020. The various disclosure requirements being eliminated, modified or added are not significant to us. As a result, the adoption of this standard did not have a significant impact on our condensed consolidated financial statements. 18 Table of Contents 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 . This ASU adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this ASU should be applied either using a retrospective or prospective approach. We have adopted this standard on January 1, 2020 prospectively. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which amends FASB ASC Topic 740, Income Taxes . This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in the standard and modifies other areas of the standard to clarify the application of U.S. GAAP. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Certain amendments in this ASU should be applied using a retrospective approach and others using the prospective approach. Early adoption is permitted. 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 . By the end of 2021, banks will no longer be required to report information that is used to determine London Interbank Offered Rate (“LIBOR”) which is used globally by all types of entities for various types of transactions. As a result, LIBOR could be discontinued, as well as other interest rates used globally. This ASU provides companies with optional expedients for contract modifications under U.S GAAP, excluded components of certain hedging relationships, fair value hedges, and cash flow hedges, as well as certain exceptions, which are intended to help ease the potential accounting burden associated with transitioning away from these reference rates. Companies can apply this ASU immediately and will only be available for a limited time (generally through December 31, 2022). We are currently assessing the impact of this standard on our condensed consolidated financial statements. 3. Related Party Transactions Our second amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act. The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates. Investment Funds During the nine 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 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. 19 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES 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. (“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. 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. Under this agreement, as amended, Hertz will lease the vehicles that 767 Leasing purchases from Hertz, or from third parties, under a mutually developed fleet plan and Hertz will manage, service, repair, sell and maintain those leased vehicles on behalf of 767 Leasing. Additionally, Hertz will rent the leased vehicles to transportation network company drivers from rental counters within locations leased or owned by us. This agreement had an initial term of 18 months and is subject to automatic six-month renewals thereafter, unless terminated by either party (with or without cause) prior to the start of any such six-month renewal. Our agreement with Hertz was unanimously approved by the independent directors of Icahn Enterprises’ audit committee. Due to the nature of our involvement with 767 Leasing, which includes Icahn Enterprises and Icahn Enterprises Holdings guaranteeing the payment obligations of 767 Leasing and sharing in the profits of 767 Leasing with Hertz, we determined that 767 Leasing is a variable interest entity. Furthermore, we determined that we are not the primary beneficiary as we do not have the power to direct the activities of 767 Leasing that most significantly impact its economic performance. Therefore, we do not consolidate the results of 767 Leasing. Our exposure to loss with respect to 767 Leasing is primarily limited to our direct investment in 767 Leasing as well as any payment obligations of 767 Leasing that we guarantee, which are not material as of September 30, 2020 and December 31, 2019. 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 Insight Portfolio Group LLC (“Insight Portfolio Group”) was an entity formed and controlled by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates. Icahn Enterprises Holdings 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 20 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES 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. 4. Investments Investment Investments and securities sold, not yet purchased consist of equities, bonds, bank debt and other corporate obligations, all of which are reported at fair value in our condensed consolidated balance sheets. These investments are considered trading securities. In addition, our Investment segment has certain derivative transactions which are discussed in Note 6, “Financial Instruments.” The carrying value and detail by security type, including business sector for equity securities, with respect to investments and securities sold, not yet purchased held by our Investment segment consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 ​ ​ (in millions) Assets ​ ​ ​ ​ ​ ​ Investments: ​ ​ Equity securities: ​ ​ Basic materials ​ $ — ​ $ 281 Consumer, non-cyclical ​ 1,136 ​ 2,085 Consumer, cyclical ​ 1,776 ​ 2,427 Energy ​ 1,884 ​ 1,717 Technology ​ 1,207 ​ 2,425 Industrial ​ 74 ​ 127 ​ ​ 6,077 ​ 9,062 Corporate debt securities ​ 100 ​ 145 ​ ​ $ 6,177 ​ $ 9,207 Liabilities ​ ​ Securities sold, not yet purchased, at fair value: ​ ​ Equity securities: ​ ​ Basic materials ​ $ — ​ $ 209 Consumer, non-cyclical ​ ​ 254 ​ ​ 29 Consumer, cyclical ​ 450 ​ 379 Energy ​ 266 ​ 124 Financial ​ — ​ 152 Technology ​ — ​ 217 Communication ​ — ​ 80 ​ ​ $ 970 ​ $ 1,190 ​ 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. 21 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Voting ​ Fair Value of ​ Gains (Losses) ​ ​ Interests ​ Investment ​ Recognized in Income ​ ​ September 30, ​ September 30, ​ December 31, ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2020 ​ 2020 2019 ​ 2020 2019 2020 2019 ​ ​ ​ (in millions) Herbalife Nutrition Ltd. 15.5 % ​ $ 957 ​ $ 1,343 ​ $ 90 ​ $ ( 138 ) $ 132 ​ $ ( 594 ) Hertz Global Holdings, Inc. — ​ — ​ 551 ​ — ​ ( 29 ) ( 637 ) ​ 39 Caesars Entertainment Corporation — ​ — ​ 1,243 ​ 31 ​ 26 49 ​ 301 ​ ​ ​ ​ $ 957 ​ $ 3,137 ​ $ 121 ​ $ ( 141 ) $ ( 456 ) ​ $ ( 254 ) ​ Each of these investees file annual, quarterly and current reports, and proxy and information statements with the SEC. 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 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. 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) Net sales ​ $ 2,609 ​ $ 3,657 Cost of goods sold ​ ​ 518 ​ ​ 728 Net income (loss) ​ ​ 161 ​ ​ 254 Net income (loss) attributable to shareholders ​ 161 ​ 254 ​ 22 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Other Segments and Holding Company With the exception of certain equity method investments at our operating subsidiaries and our Holding Company disclosed in the table below, our investments are measured at fair value in our condensed consolidated balance sheets. The carrying value of investments held by our other segments and our Holding Company consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 ​ ​ (in millions) Equity method investments ​ $ 140 ​ $ 201 Other investments (measured at fair value) ​ 593 ​ 537 ​ ​ $ 733 ​ $ 738 ​ 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. 5. Fair Value Measurements U.S. GAAP requires enhanced disclosures about investments and non-recurring non-financial assets and liabilities that are measured and reported at fair value and has established a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring investments or non-financial assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Investments and non-financial assets and/or liabilities measured and reported at fair value are classified and disclosed in one of the following categories: Level 1 - Quoted prices are available in active markets for identical investments and non-financial assets and/or liabilities as of the reporting date. Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies where all significant inputs are observable. The inputs and assumptions of our Level 2 investments are derived from market observable sources including reported trades, broker/dealer quotes and other pertinent data. Level 3 - Pricing inputs are unobservable for the investment and non-financial asset and/or liability and include situations where there is little, if any, market activity for the investment or non-financial asset and/or liability. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the investments’, non-financial assets’ and/or liabilities’ level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the investment. Significant transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period when changes in circumstances require such transfers. 23 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2020 ​ December 31, 2019 ​ Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total ​ ​ (in millions) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments (Note 4) ​ $ 6,400 ​ $ 157 ​ $ 201 ​ $ 6,758 ​ $ 9,448 ​ $ 281 ​ $ 3 ​ $ 9,732 Derivative contracts, at fair value (Note 6) ​ — ​ 1,439 ​ — ​ 1,439 ​ — ​ 182 ​ — ​ 182 ​ ​ $ 6,400 ​ $ 1,596 ​ $ 201 ​ $ 8,197 ​ $ 9,448 ​ $ 463 ​ $ 3 ​ $ 9,914 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities sold, not yet purchased (Note 4) ​ $ 970 ​ $ — ​ $ — ​ $ 970 ​ $ 1,190 ​ $ — ​ $ — ​ $ 1,190 Derivative contracts, at fair value (Note 6) ​ — ​ 172 ​ — ​ 172 ​ — ​ 1,224 ​ — ​ 1,224 Other liabilities ​ — ​ 83 ​ 2 ​ 85 ​ — ​ 7 ​ 6 ​ 13 ​ ​ $ 970 ​ $ 255 ​ $ 2 ​ $ 1,227 ​ $ 1,190 ​ $ 1,231 ​ $ 6 ​ $ 2,427 ​ Assets Measured at Fair Value on a Recurring Basis for Which We Use Level 3 Inputs to Determine Fair Value The changes in investments measured at fair value on a recurring basis for which we use Level 3 inputs to determine fair value are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ 2020 2019 ​ ​ (in millions) Balance at January 1 ​ $ 3 ​ $ 372 Transfer in from Level 2 ​ ​ 136 ​ ​ — Net gains recognized in income ​ — ​ 89 Purchases ​ ​ 63 ​ ​ — Sales ​ — ​ ( 458 ) Other ​ ( 1 ) ​ — Balance at September 30 ​ $ 201 ​ $ 3 ​ 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. 24 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 6. Financial Instruments Overview Investment In the normal course of business, the Investment Funds may trade various financial instruments and enter into certain investment activities, which may give rise to off-balance-sheet risks, with the objective of capital appreciation or as economic hedges against other securities or the market as a whole. The Investment Funds’ investments may include futures, options, swaps and securities sold, not yet purchased. These financial instruments represent future commitments to purchase or sell other financial instruments or to exchange an amount of cash based on the change in an underlying instrument at specific terms at specified future dates. Risks arise with these financial instruments from potential counterparty non-performance and from changes in the market values of underlying instruments. Credit concentrations may arise from investment activities and may be impacted by changes in economic, industry or political factors. The Investment Funds routinely execute transactions with counterparties in the financial services industry, resulting in credit concentration with respect to the financial services industry. In the ordinary course of business, the Investment Funds may also be subject to a concentration of credit risk to a particular counterparty. The Investment Funds seek to mitigate these risks by actively monitoring exposures, collateral requirements and the creditworthiness of its counterparties. The Investment Funds have entered into various types of swap contracts with other counterparties. These agreements provide that they are entitled to receive or are obligated to pay in cash an amount equal to the increase or decrease, respectively, in the value of the underlying shares, debt and other instruments that are the subject of the contracts, during the period from inception of the applicable agreement to its expiration. In addition, pursuant to the terms of such agreements, they are entitled to receive or obligated to pay other amounts, including interest, dividends and other distributions made in respect of the underlying shares, debt and other instruments during the specified time frame. They are also required to pay to the counterparty a floating interest rate equal to the product of the notional amount multiplied by an agreed-upon rate, and they receive interest on any cash collateral that they post to the counterparty at the federal funds or LIBOR rate in effect for such period. The Investment Funds may trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of a standardized amount of a deliverable grade commodity, security, currency or cash at a specified price and specified future date unless the contract is closed before the delivery date. Payments (or variation margin) are made or received by the Investment Funds each day, depending on the daily fluctuations in the value of the contract, and the whole value change is recorded as an unrealized gain or loss by the Investment Funds. When the contract is closed, the Investment Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The Investment Funds may utilize forward contracts to seek to protect their assets denominated in foreign currencies and precious metals holdings from losses due to fluctuations in foreign exchange rates and spot rates. The Investment Funds’ exposure to credit risk associated with non-performance of such forward contracts is limited to the unrealized gains or losses inherent in such contracts, which are recognized in other assets and accrued expenses and other liabilities in our condensed consolidated balance sheets. 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 25 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) between the forward foreign exchange rates at the dates of entry into such contracts and the forward rates at the reporting date. The Investment Funds may also purchase and write option contracts. As a writer of option contracts, the Investment Funds receive a premium at the outset and then bear the market risk of unfavorable changes in the price of the underlying financial instrument. As a result of writing option contracts, the Investment Funds are obligated to purchase or sell, at the holder’s option, the underlying financial instrument. Accordingly, these transactions result in off-balance-sheet risk, as the Investment Funds’ satisfaction of the obligations may exceed the amount recognized in our condensed consolidated balance sheets. Certain terms of the Investment Funds’ contracts with derivative counterparties, which are standard and customary to such contracts, contain certain triggering events that would give the counterparties the right to terminate the derivative instruments. In such events, the counterparties to the derivative instruments could request immediate payment on derivative instruments in net liability positions. The aggregate fair value of all of the Investment Funds’ derivative instruments with credit-risk-related contingent features that are in a liability position 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2020 ​ December 31, 2019 ​ Long Notional Exposure Short Notional Exposure Long Notional Exposure Short Notional Exposure ​ ​ ​ (in millions) Primary underlying risk: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity contracts ​ $ — ​ $ 2,022 ​ $ 806 ​ $ 13,113 Credit contracts (1) ​ — ​ 2,501 ​ ​ — ​ ​ 622 (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. However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is $ 622 million as of December 31, 2019. Certain derivative contracts executed by each of the Investment Funds with a single counterparty are reported on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement. Values for the derivative financial instruments, principally swaps, forwards, over-the-counter options and other conditional and exchange contracts, are reported on a net-by-counterparty basis. ​ 26 Table of Contents 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. GAAP: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset Derivatives ​ Liability Derivatives ​ September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 ​ ​ ​ (in millions) Equity contracts ​ $ — ​ $ 291 ​ $ 172 ​ $ 1,058 Credit contracts ​ 1,433 ​ — ​ — ​ 266 Sub-total ​ 1,433 ​ 291 ​ 172 ​ 1,324 Netting across contract types (1) ​ — ​ ( 109 ) ​ — ​ ( 109 ) Total (1) ​ $ 1,433 ​ $ 182 ​ $ 172 ​ $ 1,215 (1) Excludes netting of cash collateral received and posted. 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 September 30, ​ Nine Months Ended September 30, ​ 2020 2019 2020 2019 ​ (in millions) Equity contracts ​ $ ( 657 ) ​ $ ( 213 ) ​ $ ( 886 ) ​ $ ( 1,464 ) Credit contracts ​ 121 ​ ( 52 ) ​ 1,511 ​ ( 184 ) Commodity contracts ​ — ​ 3 ​ — ​ ( 6 ) ​ ​ $ ( 536 ) ​ $ ( 262 ) ​ $ 625 ​ $ ( 1,654 ) (1) Gains (losses) recognized on derivatives are classified in net gain (loss) from investment activities in our condensed consolidated statements of operations for our Investment segment. Energy CVR Energy’s businesses are subject to price fluctuations caused by supply conditions, weather, economic conditions, interest rate fluctuations and other factors. To manage price risk on crude oil and other inventories and to fix margins on certain future production, CVR Refining from time to time enters into various commodity derivative transactions. CVR Refining holds derivative instruments, such as exchange-traded crude oil futures and 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. CVR Refining may enter into forward purchase or sale contracts associated with renewable identification numbers (“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 September 30, 2020 27 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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. 7. Inventories, Net Inventories, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 ​ ​ (in millions) Raw materials ​ $ 169 ​ $ 206 Work in process ​ 84 ​ 94 Finished goods ​ 1,283 ​ 1,495 ​ ​ $ 1,536 ​ $ 1,795 ​ 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 nine months ended September 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. ​ ​ ​ ​ ​ 8. Goodwill and Intangible Assets, Net Goodwill consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2020 ​ December 31, 2019 ​ Gross ​ ​ Net Gross ​ ​ Net ​ ​ Carrying ​ Accumulated ​ Carrying ​ Carrying ​ Accumulated ​ Carrying ​ ​ Amount ​ Impairment ​ Value ​ Amount ​ Impairment ​ Value ​ ​ (in millions) Automotive ​ $ 341 ​ $ ( 87 ) ​ $ 254 ​ $ 336 ​ $ ( 87 ) $ 249 Food Packaging ​ ​ 6 ​ ​ — ​ ​ 6 ​ ​ 6 ​ ​ — ​ ​ 6 Metals ​ ​ 4 ​ ​ — ​ ​ 4 ​ ​ 4 ​ ​ — ​ ​ 4 Home Fashion ​ 23 ​ ( 3 ) ​ 20 ​ 23 ​ — ​ 23 ​ ​ $ 374 ​ $ ( 90 ) ​ $ 284 ​ $ 369 ​ $ ( 87 ) ​ $ 282 ​ ​ ​ 28 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2020 ​ December 31, 2019 ​ Gross ​ ​ Net Gross ​ ​ Net ​ ​ Carrying ​ Accumulated ​ Carrying ​ Carrying ​ Accumulated ​ Carrying ​ ​ Amount ​ Amortization ​ Value ​ Amount ​ Amortization ​ Value ​ ​ (in millions) Definite-lived intangible assets: ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 397 ​ $ ( 170 ) ​ $ 227 ​ $ 397 ​ $ ( 155 ) $ 242 Other ​ 273 ​ ( 162 ) ​ 111 ​ 274 ​ ( 147 ) ​ 127 ​ ​ $ 670 ​ $ ( 332 ) ​ $ 338 ​ $ 671 ​ $ ( 302 ) ​ $ 369 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indefinite-lived intangible assets ​ ​ ​ $ 62 ​ ​ ​ $ 62 Intangible assets, net ​ ​ ​ $ 400 ​ ​ ​ $ 431 ​ 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 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. 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. During the second quarter of 2020, our Home Fashion segment impaired a portion of its goodwill in the amount of $ 3 million. 9. Leases All Segments and Holding Company We have operating and finance leases primarily within our Automotive, Energy and Food Packaging segments. Our Automotive segment leases assets, primarily real estate (operating) and vehicles (financing). Our Energy segment leases certain pipelines, storage tanks, railcars, office space, land and equipment (operating and financing). Our Food Packaging segment leases assets, primarily real estate, equipment and vehicles (primarily operating). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use assets and related liabilities are recorded on the balance sheet for leases with an initial lease term in excess of twelve months and therefore, do not include any lease arrangements with initial lease terms of twelve months or less. ​ 29 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ ​ 2020 ​ 2019 ​ ​ (in millions) Operating Leases: ​ ​ ​ ​ Right-of-use assets (other assets) ​ $ 576 ​ $ 624 Lease liabilities (accrued expenses and other liabilities) ​ 594 ​ 647 ​ ​ ​ ​ ​ ​ ​ Financing Leases: ​ ​ ​ ​ Right-of-use assets (property, plant and equipment, net) ​ 68 ​ 77 Lease liabilities (debt) ​ 83 ​ 93 ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-Of-Use Lease ​ Discount Operating Leases as of September 30, 2020 ​ Assets ​ Liabilities ​ Lease Term ​ Rate ​ ​ (in millions) ​ ​ ​ ​ ​ Energy ​ $ 42 ​ $ 41 ​ 3.3 years ​ 5.5 % ​ Automotive ​ 454 ​ 476 4.7 years 5.7 % ​ Food Packaging ​ 32 ​ 36 11.2 years 7.4 % ​ Other segments and Holding Company ​ 48 ​ 41 ​ ​ ​ $ 576 ​ $ 594 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-Of-Use Lease ​ Discount ​ Operating Leases as of December 31, 2019 ​ Assets ​ Liabilities ​ Lease Term ​ Rate ​ ​ ​ (in millions) ​ ​ ​ ​ ​ Energy ​ $ 48 ​ $ 48 ​ 3.7 years ​ 5.6 % ​ Automotive ​ 501 ​ 527 5.2 years 5.7 % ​ Food Packaging ​ 34 ​ 38 11.7 years 7.4 % ​ Other segments and Holding Company ​ 41 ​ 34 ​ ​ ​ $ 624 ​ $ 647 ​ ​ ​ ​ ​ ​ 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. 30 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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. Real Estate Our Real Estate segment leases real estate, primarily commercial properties under long-term operating leases. 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. 10. Debt Debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 ​ ​ (in millions) Holding Company: ​ ​ ​ ​ 5.875 % senior unsecured notes due 2022 ​ $ — ​ $ 1,345 6.250 % senior unsecured notes due 2022 ​ 1,209 ​ 1,211 6.750 % senior unsecured notes due 2024 ​ 499 ​ 498 4.750 % senior unsecured notes due 2024 ​ 1,107 ​ 498 6.375 % senior unsecured notes due 2025 ​ 748 ​ 748 6.250 % senior unsecured notes due 2026 ​ 1,250 ​ 1,250 5.250 % senior unsecured notes due 2027 ​ 999 ​ 747 ​ ​ 5,812 ​ 6,297 Reporting Segments: ​ ​ ​ ​ ​ ​ Energy ​ 1,690 ​ 1,195 Automotive ​ 333 ​ 405 Food Packaging ​ 258 ​ 268 Metals ​ 23 ​ 7 Real Estate ​ 2 ​ 2 Home Fashion ​ 28 ​ 18 ​ ​ 2,334 ​ 1,895 Total Debt ​ $ 8,146 ​ $ 8,192 ​ Holding Company In January 2020, Icahn Enterprises and Icahn Enterprises Finance Corp. (together the “Issuers”) issued $ 600 million in aggregate principal amount of 4.750 % senior unsecured notes due 2024 (the “New 2024 Notes”) and an additional $ 250 million in aggregate principal amount of 5.250 % senior unsecured notes due 2027 (the “New 2027 Notes,” and together with the New 2024 Notes, the “New Notes”). 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 is payable semi-annually. In connection with these transactions, our Holding Company recorded a loss on extinguishment of debt of $ 4 million. 31 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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 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. Energy 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 Refining’s existing $ 500 million senior unsecured notes due 2022. The remaining net proceeds will be used from CVR Energy’s general corporate purposes. 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. Covenants All of our subsidiaries are currently in compliance with all covenants and restrictions as described in the various executed agreements and contracts with respect to each debt instrument. These covenants include limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments and affiliate and extraordinary transactions. Non-Cash Charges to Interest Expense The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the condensed consolidated statements of operations were $ 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. 32 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 11. Net Income Per LP Unit The components of the computation of basic and diluted income (loss) per LP unit of Icahn Enterprises are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2020 2019 2020 2019 ​ ​ (in millions, except per unit amounts) Net loss attributable to Icahn Enterprises from continuing operations ​ $ ( 714 ) $ ( 49 ) ​ $ ( 1,799 ) $ ( 917 ) Net loss attributable to Icahn Enterprises from continuing operations allocated to limited partners (98.01% allocation) ​ $ ( 700 ) ​ $ ( 48 ) ​ $ ( 1,763 ) ​ $ ( 899 ) Net loss attributable to Icahn Enterprises from discontinued operations allocated to limited partners (98.01% allocation) ​ $ — ​ $ — ​ $ — ​ $ ( 23 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted loss per LP unit: ​ ​ ​ ​ Continuing operations ​ $ ( 3.14 ) ​ $ ( 0.24 ) ​ $ ( 8.12 ) ​ $ ( 4.56 ) Discontinued operations ​ — ​ — ​ — ​ ( 0.12 ) Basic and diluted loss per LP unit ​ $ ( 3.14 ) ​ $ ( 0.24 ) ​ $ ( 8.12 ) ​ $ ( 4.68 ) Basic and diluted weighted average LP units outstanding ​ 223 ​ 202 ​ 217 ​ 197 ​ LP Unit Transactions Unit Distributions 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. 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. 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 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. 33 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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 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 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 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. 12. Segment Reporting We report segment information based on the various industries in which our businesses operate and how we manage those businesses in accordance with our investment strategies, which may include: identifying and acquiring undervalued assets and businesses, often through the purchase of distressed securities; increasing value through management, financial or other operational changes; and managing complex legal, regulatory or financial issues, which may include bankruptcy or insolvency, environmental, zoning, permitting and licensing issues. Therefore, although many of our businesses are operated under separate local management, certain of our businesses are grouped together when they operate within a similar industry, comprising similarities in products, customers, production processes and regulatory environments, and when such businesses, when considered together, may be managed in accordance with one or more investment strategies specific to those businesses. Among other measures, we assess and measure segment operating results based on net income from continuing operations attributable to Icahn Enterprises and Icahn Enterprises Holdings. Certain terms of financings for certain of our businesses impose restrictions on the business’ ability to transfer funds to us, including restrictions on dividends, distributions, loans and other transactions. Condensed Statements of Operations Icahn Enterprises’ condensed statements of operations by reporting segment are presented below. Icahn Enterprises Holdings’ condensed statements of operations are substantially the same, with immaterial differences relating to our Holding Company’s interest expense. ​ 34 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2020 ​ Investment Energy Automotive Food Packaging Metals Real Estate Home Fashion Mining Holding Company Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 1,005 ​ $ 513 ​ $ 105 ​ $ 83 ​ $ 5 ​ $ 53 ​ $ — ​ $ — ​ $ 1,764 Other revenues from operations ​ — ​ — ​ 147 ​ — ​ — ​ 16 ​ — ​ — ​ — ​ 163 Net loss from investment activities ​ ( 1,166 ) ​ ( 68 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 25 ) ​ ( 1,259 ) Interest and dividend income ​ 38 ​ 3 ​ — ​ — ​ — ​ 1 ​ — ​ — ​ 4 ​ 46 (Loss) gain on disposition of assets, net ​ — ​ — ​ ( 1 ) ​ — ​ 1 ​ 7 ​ — ​ — ​ — ​ 7 Other (loss) income, net ​ ( 2 ) ​ 3 ​ ( 1 ) ​ — ​ 1 ​ — ​ — ​ — ​ — ​ 1 ​ ​ ( 1,130 ) ​ 943 ​ 658 ​ 105 ​ 85 ​ 29 ​ 53 ​ — ​ ( 21 ) ​ 722 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 1,040 ​ 351 ​ 84 ​ 78 ​ 4 ​ 42 ​ — ​ — ​ 1,599 Other expenses from operations ​ — ​ — ​ 115 ​ — ​ — ​ 12 ​ — ​ — ​ — ​ 127 Selling, general and administrative ​ 2 ​ 27 ​ 223 ​ 13 ​ 3 ​ 5 ​ 10 ​ — ​ 6 ​ 289 Restructuring, net ​ — ​ — ​ 1 ​ — ​ — ​ — ​ — ​ — ​ — ​ 1 Impairment ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1 Interest expense ​ 51 ​ 31 ​ 2 ​ 3 ​ — ​ — ​ — ​ — ​ 84 ​ 171 ​ ​ 53 ​ 1,098 ​ 692 ​ 100 ​ 82 ​ 21 ​ 52 ​ — ​ 90 ​ 2,188 (Loss) income from continuing operations before income tax benefit (expense) ​ ( 1,183 ) ​ ( 155 ) ​ ​ ( 34 ) ​ 5 ​ 3 ​ 8 ​ 1 ​ — ​ ( 111 ) ​ ( 1,466 ) Income tax benefit (expense) ​ — ​ 35 ​ 8 ​ ( 1 ) ​ — ​ — ​ — ​ — ​ 24 ​ 66 Net (loss) income from continuing operations ​ ( 1,183 ) ​ ( 120 ) ​ ( 26 ) ​ 4 ​ 3 ​ 8 ​ 1 ​ — ​ ( 87 ) ​ ( 1,400 ) Less: net (loss) income from continuing operations attributable to non-controlling interests ​ ( 640 ) ​ ( 47 ) ​ — ​ 1 ​ — ​ — ​ — ​ — ​ — ​ ( 686 ) Net (loss) income from continuing operations attributable to Icahn Enterprises ​ $ ( 543 ) ​ $ ( 73 ) ​ $ ( 26 ) ​ $ 3 ​ $ 3 ​ $ 8 ​ $ 1 ​ $ — ​ $ ( 87 ) ​ $ ( 714 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 24 ​ $ 9 ​ $ 4 ​ $ 1 ​ $ 1 ​ $ 1 ​ $ — ​ $ — ​ $ 40 Depreciation and amortization ​ $ — ​ $ 86 ​ $ 24 ​ $ 6 ​ $ 4 ​ $ 4 ​ $ 2 ​ $ — ​ $ — ​ $ 126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2019 ​ Investment Energy Automotive Food Packaging Metals Real Estate Home Fashion Mining Holding Company Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 1,622 ​ $ 596 ​ $ 98 ​ $ 82 ​ $ 6 ​ $ 51 ​ $ 29 ​ $ — ​ $ 2,484 Other revenues from operations ​ — ​ — ​ 148 ​ — ​ — ​ 22 ​ — ​ — ​ — ​ 170 Net (loss) gain from investment activities ​ ( 699 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 42 ​ ( 657 ) Interest and dividend income ​ 50 ​ 1 ​ — ​ — ​ — ​ 1 ​ — ​ — ​ 17 ​ 69 (Loss) gain on disposition of assets, net ​ — ​ ( 3 ) ​ — ​ — ​ — ​ — ​ — ​ 252 ​ — ​ 249 Other income, net ​ — ​ 5 ​ 5 ​ ( 6 ) ​ — ​ — ​ — ​ ( 1 ) ​ 2 ​ 5 ​ ​ ( 649 ) ​ 1,625 ​ 749 ​ 92 ​ 82 ​ 29 ​ 51 ​ 280 ​ 61 ​ 2,320 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 1,440 ​ 409 ​ 80 ​ 84 ​ 5 ​ 43 ​ 8 ​ — ​ 2,069 Other expenses from operations ​ — ​ — ​ 125 ​ — ​ — ​ 16 ​ — ​ — ​ — ​ 141 Selling, general and administrative ​ 5 ​ 36 ​ 271 ​ 15 ​ 3 ​ 4 ​ 12 ​ 2 ​ 4 ​ 352 Restructuring, net ​ — ​ — ​ 1 ​ 2 ​ 1 ​ — ​ — ​ — ​ — ​ 4 Impairment ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Interest expense ​ 27 ​ 27 ​ 5 ​ 3 ​ 1 ​ — ​ 1 ​ 1 ​ 88 ​ 153 ​ ​ 32 ​ 1,503 ​ 811 ​ 100 ​ 89 ​ 25 ​ 56 ​ 11 ​ 92 ​ 2,719 (Loss) income from continuing operations before income tax (expense) benefit ​ ( 681 ) ​ 122 ​ ​ ( 62 ) ​ ( 8 ) ​ ( 7 ) ​ 4 ​ ( 5 ) ​ 269 ​ ( 31 ) ​ ( 399 ) Income tax (expense) benefit ​ — ​ ( 30 ) ​ 14 ​ ( 4 ) ​ — ​ — ​ — ​ 1 ​ 45 ​ 26 Net (loss) income from continuing operations ​ ( 681 ) ​ 92 ​ ( 48 ) ​ ( 12 ) ​ ( 7 ) ​ 4 ​ ( 5 ) ​ 270 ​ 14 ​ ( 373 ) Less: net (loss) income from continuing operations attributable to non-controlling interests ​ ( 339 ) ​ 13 ​ — ​ ( 2 ) ​ — ​ — ​ — ​ 4 ​ — ​ ( 324 ) Net (loss) income from continuing operations attributable to Icahn Enterprises ​ $ ( 342 ) ​ $ 79 ​ $ ( 48 ) ​ $ ( 10 ) ​ $ ( 7 ) ​ $ 4 ​ $ ( 5 ) ​ $ 266 ​ $ 14 ​ $ ( 49 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 30 ​ $ 20 ​ $ 2 ​ $ 3 ​ $ 2 ​ $ 2 ​ $ 4 ​ $ — ​ $ 63 Depreciation and amortization ​ $ — ​ $ 88 ​ $ 25 ​ $ 5 ​ $ 5 ​ $ 4 ​ $ 2 ​ $ — ​ $ — ​ $ 129 ​ 35 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2020 ​ Investment Energy Automotive Food Packaging Metals Real Estate Home Fashion Mining Holding Company Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 2,811 ​ $ 1,468 ​ $ 306 ​ $ 203 ​ $ 22 ​ $ 140 ​ $ — ​ $ — ​ $ 4,950 Other revenues from operations ​ — ​ — ​ 414 ​ — ​ — ​ 46 ​ — ​ — ​ — ​ 460 Net loss from investment activities ​ ( 1,893 ) ​ ( 20 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 239 ) ​ ( 2,152 ) Interest and dividend income ​ 107 ​ 10 ​ — ​ — ​ — ​ 1 ​ — ​ — ​ 17 ​ 135 (Loss) gain on disposition of assets, net ​ — ​ ( 2 ) ​ ( 1 ) ​ — ​ 1 ​ 7 ​ — ​ — ​ — ​ 5 Other (loss) income, net ​ ( 7 ) ​ ( 5 ) ​ ( 6 ) ​ ( 9 ) ​ 1 ​ — ​ 3 ​ — ​ ( 4 ) ​ ( 27 ) ​ ​ ( 1,793 ) ​ 2,794 ​ 1,875 ​ 297 ​ 205 ​ 76 ​ 143 ​ — ​ ( 226 ) ​ 3,371 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 2,934 ​ 1,036 ​ 243 ​ 202 ​ 17 ​ 111 ​ — ​ — ​ 4,543 Other expenses from operations ​ — ​ — ​ 339 ​ — ​ — ​ 30 ​ — ​ — ​ — ​ 369 Selling, general and administrative ​ ( 1 ) ​ 88 ​ 671 ​ 38 ​ 11 ​ 31 ​ 30 ​ — ​ 20 ​ 888 Restructuring, net ​ — ​ — ​ 8 ​ — ​ — ​ — ​ — ​ — ​ — ​ 8 Impairment ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1 ​ ​ 2 ​ ​ 3 ​ ​ — ​ ​ — ​ ​ 6 Interest expense ​ 145 ​ 93 ​ 9 ​ 10 ​ 1 ​ — ​ 1 ​ — ​ 258 ​ 517 ​ ​ 144 ​ 3,115 ​ 2,063 ​ 291 ​ 215 ​ 80 ​ 145 ​ — ​ 278 ​ 6,331 (Loss) income from continuing operations before income tax benefit (expense) ​ ( 1,937 ) ​ ( 321 ) ​ ( 188 ) ​ 6 ​ ( 10 ) ​ ( 4 ) ​ ( 2 ) ​ — ​ ( 504 ) ​ ( 2,960 ) Income tax benefit (expense) ​ — ​ 85 ​ 39 ​ ( 3 ) ​ — ​ — ​ — ​ — ​ ( 3 ) ​ 118 Net (loss) income from continuing operations ​ ( 1,937 ) ​ ( 236 ) ​ ( 149 ) ​ 3 ​ ( 10 ) ​ ( 4 ) ​ ( 2 ) ​ — ​ ( 507 ) ​ ( 2,842 ) Less: net loss from continuing operations attributable to non-controlling interests ​ ( 947 ) ​ ( 96 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 1,043 ) Net (loss) income from continuing operations attributable to Icahn Enterprises ​ $ ( 990 ) ​ $ ( 140 ) ​ $ ( 149 ) ​ $ 3 ​ $ ( 10 ) ​ $ ( 4 ) ​ $ ( 2 ) ​ $ — ​ $ ( 507 ) ​ $ ( 1,799 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 101 ​ $ 25 ​ $ 10 ​ $ 3 ​ $ 10 ​ $ 4 ​ $ — ​ $ 2 ​ $ 155 Depreciation and amortization ​ $ — ​ $ 256 ​ $ 72 ​ $ 19 ​ $ 13 ​ $ 13 ​ $ 6 ​ $ — ​ $ — ​ $ 379 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2019 ​ Investment Energy Automotive Food Packaging Metals Real Estate Home Fashion Mining Holding Company Consolidated ​ ​ (in millions) ​ ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 4,794 ​ $ 1,736 ​ $ 290 ​ $ 270 ​ $ 17 ​ $ 134 ​ $ 130 ​ $ — ​ $ 7,371 Other revenues from operations ​ — ​ — ​ 445 ​ — ​ — ​ 59 ​ — ​ — ​ — ​ 504 Net loss from investment activities ​ ( 1,619 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 349 ) ​ ( 1,968 ) Interest and dividend income ​ 132 ​ 3 ​ — ​ — ​ — ​ 1 ​ — ​ 1 ​ 55 ​ 192 (Loss) gain on disposition of assets, net ​ — ​ 5 ​ ( 2 ) ​ — ​ 1 ​ — ​ — ​ 252 ​ — ​ 256 Other (loss) income, net ​ ( 1 ) ​ 10 ​ 12 ​ ( 8 ) ​ — ​ 2 ​ — ​ ( 1 ) ​ 2 ​ 16 ​ ​ ( 1,488 ) ​ 4,812 ​ 2,191 ​ 282 ​ 271 ​ 79 ​ 134 ​ 382 ​ ( 292 ) ​ 6,371 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 4,229 ​ 1,190 ​ 230 ​ 269 ​ 14 ​ 115 ​ 51 ​ — ​ 6,098 Other expenses from operations ​ — ​ — ​ 368 ​ — ​ — ​ 41 ​ — ​ — ​ — ​ 409 Selling, general and administrative ​ 10 ​ 107 ​ 779 ​ 44 ​ 11 ​ 16 ​ 31 ​ 15 ​ 14 ​ 1,027 Restructuring, net ​ — ​ — ​ 3 ​ 9 ​ 3 ​ — ​ — ​ — ​ — ​ 15 Impairment ​ — ​ — ​ — ​ 1 ​ — ​ — ​ — ​ — ​ — ​ 1 Interest expense ​ 66 ​ 80 ​ 15 ​ 12 ​ 1 ​ — ​ 1 ​ 4 ​ 264 ​ 443 ​ ​ 76 ​ 4,416 ​ 2,355 ​ 296 ​ 284 ​ 71 ​ 147 ​ 70 ​ 278 ​ 7,993 (Loss) income from continuing operations before income tax (expense) benefit ​ ( 1,564 ) ​ 396 ​ ​ ( 164 ) ​ ( 14 ) ​ ( 13 ) ​ 8 ​ ( 13 ) ​ 312 ​ ( 570 ) ​ ( 1,622 ) Income tax (expense) benefit ​ — ​ ( 98 ) ​ 36 ​ ( 2 ) ​ — ​ 1 ​ — ​ ( 1 ) ​ 76 ​ 12 Net (loss) income from continuing operations ​ ( 1,564 ) ​ 298 ​ ( 128 ) ​ ( 16 ) ​ ( 13 ) ​ 9 ​ ( 13 ) ​ 311 ​ ( 494 ) ​ ( 1,610 ) Less: net (loss) income from continuing operations attributable to non-controlling interests ​ ( 779 ) ​ 77 ​ — ​ ( 3 ) ​ — ​ — ​ — ​ 12 ​ — ​ ( 693 ) Net (loss) income from continuing operations attributable to Icahn Enterprises ​ $ ( 785 ) ​ $ 221 ​ $ ( 128 ) ​ $ ( 13 ) ​ $ ( 13 ) ​ $ 9 ​ $ ( 13 ) ​ $ 299 ​ $ ( 494 ) ​ $ ( 917 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 85 ​ $ 42 ​ $ 12 ​ $ 20 ​ $ 18 ​ $ 4 ​ $ 14 ​ $ — ​ $ 195 Depreciation and amortization ​ $ — ​ $ 265 ​ $ 73 ​ $ 19 ​ $ 14 ​ $ 13 ​ $ 5 ​ $ — ​ $ — ​ $ 389 ​ ​ 36 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Disaggregation of Revenue 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. Energy Disaggregated revenue for our Energy segment net sales is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2020 2019 2020 2019 ​ ​ (in millions) Petroleum products ​ $ 926 ​ $ 1,533 ​ $ 2,551 ​ $ 4,476 Nitrogen fertilizer products ​ 79 ​ 89 ​ 260 ​ 318 ​ ​ $ 1,005 ​ $ 1,622 ​ $ 2,811 ​ $ 4,794 ​ Automotive Disaggregated revenue for our Automotive segment net sales and other revenues from operations is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2020 2019 2020 2019 ​ ​ (in millions) Automotive services ​ $ 327 ​ $ 356 ​ $ 913 ​ $ 1,028 Aftermarket parts sales ​ 333 ​ 388 ​ 969 ​ 1,153 ​ ​ $ 660 ​ $ 744 ​ $ 1,882 ​ $ 2,181 ​ ​ 37 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Condensed Balance Sheets Icahn Enterprises’ condensed balance sheets by reporting segment are presented below. Icahn Enterprises Holdings’ condensed balance sheets are substantially the same, with immaterial differences relating to our Holding Company’s debt and equity attributable to Icahn Enterprises Holdings. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2020 ​ ​ Investment ​ Energy ​ Automotive ​ Food Packaging ​ Metals ​ Real Estate ​ Home Fashion ​ Holding Company ​ Consolidated ​ ​ (in millions) ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 13 ​ $ 672 ​ $ 55 ​ $ 12 ​ $ 2 ​ $ 18 ​ $ 3 ​ $ 1,087 ​ $ 1,862 Cash held at consolidated affiliated partnerships and restricted cash ​ 2,650 ​ 7 ​ — ​ 1 ​ 2 ​ 9 ​ 5 ​ 13 ​ 2,687 Investments ​ 6,177 ​ 199 ​ 60 ​ — ​ — ​ 15 ​ — ​ 459 ​ 6,910 Accounts receivable, net ​ — ​ 133 ​ 108 ​ 95 ​ 54 ​ 13 ​ 40 ​ — ​ 443 Inventories, net ​ — ​ 266 ​ 1,068 ​ 92 ​ 28 ​ — ​ 82 ​ — ​ 1,536 Property, plant and equipment, net ​ — ​ 2,785 ​ 873 ​ 155 ​ 111 ​ 300 ​ 66 ​ 7 ​ 4,297 Goodwill and intangible assets, net ​ — ​ 243 ​ 379 ​ 30 ​ 10 ​ 2 ​ 20 ​ — ​ 684 Other assets ​ 3,127 ​ 332 ​ 617 ​ 121 ​ 34 ​ 133 ​ 19 ​ 22 ​ 4,405 Total assets ​ $ 11,967 ​ $ 4,637 ​ $ 3,160 ​ $ 506 ​ $ 241 ​ $ 490 ​ $ 235 ​ $ 1,588 ​ $ 22,824 LIABILITIES AND EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable, accrued expenses and other liabilities ​ $ 2,158 ​ $ 1,009 ​ $ 1,173 ​ $ 190 ​ $ 74 ​ $ 54 ​ $ 62 ​ $ 115 ​ $ 4,835 Securities sold, not yet purchased, at fair value ​ 970 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 970 Debt ​ — ​ 1,690 ​ 333 ​ 258 ​ 23 ​ 2 ​ 28 ​ 5,812 ​ 8,146 Total liabilities ​ 3,128 ​ 2,699 ​ 1,506 ​ 448 ​ 97 ​ 56 ​ 90 ​ 5,927 ​ 13,951 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity attributable to Icahn Enterprises ​ 4,058 ​ 1,091 ​ 1,654 ​ 44 ​ 144 ​ 433 ​ 145 ​ ( 4,339 ) ​ 3,230 Equity attributable to non-controlling interests ​ 4,781 ​ 847 ​ — ​ 14 ​ — ​ 1 ​ — ​ — ​ 5,643 Total equity ​ 8,839 ​ 1,938 ​ 1,654 ​ 58 ​ 144 ​ 434 ​ 145 ​ ( 4,339 ) ​ 8,873 Total liabilities and equity ​ $ 11,967 ​ $ 4,637 ​ $ 3,160 ​ $ 506 ​ $ 241 ​ $ 490 ​ $ 235 ​ $ 1,588 ​ $ 22,824 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2019 ​ ​ Investment ​ Energy ​ Automotive ​ Food Packaging ​ Metals ​ Real Estate ​ Home Fashion ​ Holding Company ​ Consolidated ​ ​ (in millions) ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 11 ​ $ 652 ​ $ 46 ​ $ 22 ​ $ 3 ​ $ 53 ​ $ 1 ​ $ 3,006 ​ $ 3,794 Cash held at consolidated affiliated partnerships and restricted cash ​ 989 ​ — ​ — ​ 1 ​ 6 ​ 2 ​ 7 ​ 146 ​ 1,151 Investments ​ 9,207 ​ 81 ​ 120 ​ — ​ — ​ 15 ​ — ​ 522 ​ 9,945 Accounts receivable, net ​ — ​ 182 ​ 143 ​ 78 ​ 32 ​ 12 ​ 36 ​ — ​ 483 Inventories, net ​ — ​ 373 ​ 1,215 ​ 100 ​ 32 ​ — ​ 75 ​ — ​ 1,795 Property, plant and equipment, net ​ — ​ 2,888 ​ 916 ​ 161 ​ 122 ​ 299 ​ 68 ​ — ​ 4,454 Goodwill and intangible assets, net ​ — ​ 258 ​ 382 ​ 30 ​ 11 ​ 8 ​ 24 ​ — ​ 713 Other assets ​ 1,076 ​ 239 ​ 673 ​ 125 ​ 27 ​ 125 ​ 20 ​ 19 ​ 2,304 Total assets ​ $ 11,283 ​ $ 4,673 ​ $ 3,495 ​ $ 517 ​ $ 233 ​ $ 514 ​ $ 231 ​ $ 3,693 ​ $ 24,639 LIABILITIES AND EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable, accrued expenses and other liabilities ​ $ 1,310 ​ $ 1,180 ​ $ 1,340 ​ $ 196 ​ $ 70 ​ $ 38 ​ $ 66 ​ $ 115 ​ $ 4,315 Securities sold, not yet purchased, at fair value ​ 1,190 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 1,190 Debt ​ — ​ 1,195 ​ 405 ​ 268 ​ 7 ​ 2 ​ 18 ​ 6,297 ​ 8,192 Total liabilities ​ 2,500 ​ 2,375 ​ 1,745 ​ 464 ​ 77 ​ 40 ​ 84 ​ 6,412 ​ 13,697 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity attributable to Icahn Enterprises ​ 4,296 ​ 1,312 ​ 1,750 ​ 40 ​ 156 ​ 474 ​ 147 ​ ( 2,719 ) ​ 5,456 Equity attributable to non-controlling interests ​ 4,487 ​ 986 ​ — ​ 13 ​ — ​ — ​ — ​ — ​ 5,486 Total equity ​ 8,783 ​ 2,298 ​ 1,750 ​ 53 ​ 156 ​ 474 ​ 147 ​ ( 2,719 ) ​ 10,942 Total liabilities and equity ​ $ 11,283 ​ $ 4,673 ​ $ 3,495 ​ $ 517 ​ $ 233 ​ $ 514 ​ $ 231 ​ $ 3,693 ​ $ 24,639 ​ ​ 38 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) ​ ​ ​ 13. Income Taxes 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. 14. Changes in Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ Post-Retirement ​ ​ ​ ​ ​ Adjustments, Net ​ Benefits and ​ ​ ​ ​ of Tax Other, Net of Tax Total ​ ​ (in millions) Balance, December 31, 2019 ​ $ ( 38 ) ​ $ ( 50 ) ​ $ ( 88 ) Other comprehensive income before reclassifications, net of tax ​ — ​ — ​ — Reclassifications from accumulated other comprehensive loss to earnings, net of tax ​ — ​ 1 ​ 1 Other comprehensive income, net of tax ​ — ​ 1 ​ 1 Balance, September 30, 2020 ​ $ ( 38 ) ​ $ ( 49 ) ​ $ ( 87 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ 39 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 15. Other Income, Net Other income, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2020 2019 2020 2019 ​ ​ (in millions) Equity earnings from non-consolidated affiliates ​ $ 2 ​ $ 8 ​ $ — ​ $ 16 Foreign currency transaction loss ​ — ​ ( 6 ) ​ ( 9 ) ​ ( 7 ) Non-service pension and other post-retirement benefits expense ​ — ​ ( 1 ) ​ — ​ ( 2 ) Loss on extinguishment of debt ​ — ​ 2 ​ ( 12 ) ​ 2 Other ​ ( 1 ) ​ 2 ​ ( 6 ) ​ 7 ​ ​ $ 1 ​ $ 5 ​ $ ( 27 ) ​ $ 16 ​ ​ 16. Commitments and Contingencies Environmental Matters Due to the nature of our business, certain of our subsidiaries’ operations are subject to numerous existing and proposed laws and governmental regulations designed to protect the environment, particularly regarding plant wastes and emissions and solid waste disposal. Our consolidated environmental liabilities were $ 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. On August 21, 2018, CVR Refining received a letter from the United States Department of Justice (the “DOJ”) on behalf of the Environmental Protection Agency (the “EPA”) and the Kansas Department of Health and Environment (“KDHE”) alleging violations of the Clean Air Act and a 2012 Consent Decree between CVR Refining, the United States (on behalf of the EPA) and KDHE at CVR Energy’s Coffeyville refinery. In 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 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. 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 CVR Refining is subject to the Renewable Fuel Standard (“RFS”) of the EPA which requires refiners to either blend renewable fuels in with their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending. 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. 40 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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. Litigation From time to time, we and our subsidiaries are involved in various lawsuits arising in the normal course of business. We do not believe that such normal routine litigation will have a material effect on our financial condition or results of operations. Energy 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. CVR Energy believes this lawsuit is without merit and intends to vigorously defend against it. This lawsuit remains in the early stages of litigation. Accordingly, CVR Energy cannot determine at this time the outcome of this lawsuit, including whether the outcome of this matter would have a material impact on the its financial position, results of operations, or cash flows. Other Matters Pension Obligations Mr. 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. These pension obligations include ongoing contributions to fund the plan, as well as liability for any unfunded liabilities that may exist at the time the plan is terminated. In addition, the failure to pay these pension obligations when due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation (the “PBGC”) against the assets of each member of the controlled group. As a result of the more than 80% ownership interest in us by Mr. Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by ACF Industries LLC (“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 September 30, 2020. 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. These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability. As members of the controlled group, 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 41 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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. Icahn, has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may be imposed on us and our subsidiaries or our assets as a result of being a member of the Icahn controlled group, including ACF. The Starfire indemnity provides, among other things, that so long as such contingent liabilities exist and could be imposed on us, Starfire will not make any distributions to its stockholders that would reduce its net worth to below $ 250 million. Nonetheless, Starfire may not be able to fund its indemnification obligations to us. Other The U.S. Attorney’s office for the Southern District of New York contacted Icahn Enterprises L.P. in September 2017 seeking production of information pertaining to our and Mr. Icahn’s activities relating to the Renewable Fuels Standard and Mr. Icahn’s former role as an advisor to the President of the United States. We cooperated with the request and provided information in response to the subpoena. The U.S. Attorney’s office for the Southern District of New York contacted Icahn Enterprises L.P. in June 2018 seeking production of information pertaining to trading in Manitowoc Company, Inc. securities. We cooperated with the request and provided documents in response to the subpoena. The U.S. Attorney’s office has not made any claims or allegations against us or Mr. Icahn with respect to either of the foregoing inquiries. We maintain a strong compliance program and, while no assurances can be made, we do not believe these inquiries will have a material impact on our business, financial condition, results of operations or cash flows. 17. Supplemental Cash Flow Information Supplemental cash flow information consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ 2020 2019 ​ ​ (in millions) Cash payments for interest, net of amounts capitalized ​ $ ( 382 ) ​ $ ( 400 ) Cash receipts (payments) for income taxes, net of payments ​ 11 ​ ( 58 ) Non-cash Investment segment contributions from non-controlling interests ​ ​ 1,240 ​ ​ — ​ 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. 42 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES ICAHN ENTERPRISES HOLDINGS L.P. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) ​ ​ 18. 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 December 24, 2020. No fractional depositary units will be issued pursuant to the distribution payment. Icahn Enterprises will make a cash payment in lieu of issuing fractional depositary units to any unitholders electing to receive depositary units. 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. C. Icahn. 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. ​ ​ 43 Table of Contents