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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 13, 2015

 

Commission File
Number

Exact Name of Registrant as Specified in its Charter,

Address of Principal Executive Offices and Telephone Number

State of

Incorporation

I.R.S.

Employer

Identification No.

       
1-9516

Icahn Enterprises L.P.

767 Fifth Avenue, Suite 4700

New York, New York 10153

(212) 702-4300

 Delaware 13-3398766
       
333-118021-01

ICAHN ENTERPRISES HOLDINGS L.P.

767 Fifth Avenue, Suite 4700

New York, New York 10153

(212) 702-4300

 Delaware 13-3398767

  

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 7.01 Regulation FD Disclosure

 

Icahn Enterprises L.P. has attached hereto as Exhibit 99.1 a copy of updated presentation materials that it intends to use in connection with meetings with investors, groups of investors and media and in connection with presentations and speeches to various audiences. 

 

The information contained in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. In addition, the information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any of Icahn Enterprises L.P.’s filings with the Securities and Exchange Commission or any other document except as shall be expressly set forth by specific reference in such filing or document.

 

 2 

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99.1 –Presentation Materials

  

 3 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

 

ICAHN ENTERPRISES L.P.

(Registrant)

  
         
  By:

Icahn Enterprises G.P. Inc.

its general partner

  
         
 Date: November 13, 2015   By:  /s/ Peter Reck  
      Peter Reck  
      Chief Accounting Officer  

  

 

ICAHN ENTERPRISES HOLDINGS L.P.

(Registrant)

  
         
  By:

Icahn Enterprises G.P. Inc.

its general partner

  
         
 Date: November 13, 2015   By:  /s/ Peter Reck  

 

 

    

Peter Reck

Chief Accounting Officer

  

 

 4 

Exhibit 99.1

 

 

Icahn Enterprises L.P. Investor Presentation November 2015

   

 

Forward - Looking Statements and Non - GAAP Financial Measures Forward - Looking Statements This presentation contains certain statements that are, or may be deemed to be, “forward - looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All statements included herein, other than statements that relate solely to historical fact, are “forward - looking statements . ” Such statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events, or any statement that may relate to strategies, plans or objectives for, or potential results of, future operations, financial results, financial condition, business prospects, growth strategy or liquidity, and are based upon management’s current plans and beliefs or current estimates of future results or trends . Forward - looking statements can generally be identified by phrases such as “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “predicts,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “could,” “designed,” “should be” and other similar expressions that denote expectations of future or conditional events rather than statements of fact . Our expectations, beliefs and projections are expressed in good faith and we believe that there is a reasonable basis for them . However, there can be no assurance that these expectations, beliefs and projections will result or be achieved . There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward - looking statements contained in this presentation . These risks and uncertainties are described in our Annual Report on Form 10 - K for the year ended December 31 , 2014 and our Quarterly Reports on Form 10 - Q for the quarters ended March 31 , 2015 , June 30 , 2015 and September 30 , 2015 . There may be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ materially from the forward - looking statements . All forward - looking statements attributable to us or persons acting on our behalf apply only as of the date of this presentation and are expressly qualified in their entirety by the cautionary statements included in this presentation . Except to the extent required by law, we undertake no obligation to update or revise forward - looking statements to reflect events or circumstances after the date such statements are made or to reflect the occurrence of unanticipated events . Non - GAAP Financial Measures This presentation contains certain non - GAAP financial measures, including EBITDA, Adjusted EBITDA, Indicative Net Asset Value and Adjusted Net Income . The non - GAAP financial measures contained herein have limitations as analytical tools and should not be considered in isolation or in lieu of an analysis of our results as reported under U . S . GAAP . These non - GAAP measures should be evaluated only on a supplementary basis in connection with our U . S . GAAP results, including those reported in our consolidated financial statements and the related notes thereto contained in our Annual Report on Form 10 - K for the year ended December 31 , 2014 and our Quarterly Report on Form 10 - Q for the quarter ended September 30 , 2015 .

   

 

Investment Highlights 3  Mr. Icahn believes that the current environment continues to be conducive to activism – Several factors are responsible for this: 1) low interest rates, which make acquisitions much less costly and therefore much more attractive, 2) abundance of cash rich companies that would benefit from making synergistic acquisitions, and 3) the current awareness by many institutional investors that the prevalence of mediocre top management and non - caring boards at ma ny of America's companies must be dealt with if we are ever going to end high unemployment and be able to compete in world marke ts – But an activist catalyst is often needed to make an acquisition happen – We, at IEP, have spent years engaging in the activist model and believe it is the catalyst needed to drive highly accretive M &A and consolidation activity – As a corollary, low interest rates will greatly increase the ability of the companies IEP controls to make judicious, friendl y o r not so friendly, acquisitions using our activist expertise  Proven track record of delivering superior returns  IEP total stock return of 1,104% (1) since January 1, 2000 – S&P 500, Dow Jones Industrial and Russell 2000 indices returns of approximately 77%, 106% and 168% respectively over the same period  Icahn Investment Funds performance since inception in November 2004 – Total return of approximately 221% (2) and compounded average annual return of approximately 11% (2) – Returns of 33.3%, 15.2%, 34.5%, 20.2% (3) , 30.8%, (7.4%) and (2.8%) in 2009, 2010, 2011, 2012, 2013, 2014 and 2015 (4) respectively  Recent Financial Results – Adjusted Net Loss attributable to Icahn Enterprises of $66 million (5) for the nine months ended September 30, 2015 – Indicative Net Asset Value of approximately $7.1 billion as of September 30, 2015 – Adjusted EBITDA attributable to Icahn Enterprises of approximately $0.9 billion for the last twelve months ended September 30 , 2 015  $6.00 annual distribution (9.0 % yield as of September 30, 2015) (1) Source: Bloomberg. Includes reinvestment of distributions. Based on the share price as of September 30, 2015. (2) Returns calculated as of September 30, 2015. (3) Return assumes that IEP’s holdings in CVR Energy remained in the Investment Funds for the entire period. IEP obtained a majority stake in CVR Energy in May 2012. Inv est ment Funds returns were approximately 6.6% when excluding returns on CVR Energy after it became a consolidated entity . (4) For the first nine months of 2015 (5) See slide 41 for the adjusted net income calculation

   

 

The Icahn Strategy Across all of our businesses, our success is based on a simple formula: we seek to find undervalued companies in the Graham & Do dd tradition, a methodology for valuing stocks that primarily looks for deeply depressed prices. However, while the typical Graham & Dodd value investor purc has es undervalued securities and waits for results, we often become actively involved in the companies we target. That activity may involve a broad range of approac hes , from influencing the management of a target to take steps to improve shareholder value, to acquiring a controlling interest or outright ownership of the target com pany in order to implement changes that we believe are required to improve its business, and then operating and expanding that business. This activism has brought ab out very strong returns over the years. Today, we are a diversified holding company owning subsidiaries engaged in the following operating businesses: Investment, Au tom otive, Energy, Metals, Railcar, Gaming, Food Packaging, Real Estate, Mining and Home Fashion. Through our Investment segment, as of September 30, 2015, we ha ve significant positions in various investments, which include Apple Inc. (AAPL), Cheniere Energy, Inc. (LNG), Chesapeake Energy (CHK), Freeport - McMoRan Inc. (FCX), Gannett Co., Inc. (GCI), Herbalife Ltd. (HLF), Hertz Global Holdings, Inc. (HTZ), Hologic Inc. (HOLX), Nuance Communications, Inc. (NUAN), Navistar Internationa l Corp. (NAV), PayPal Holdings, Inc. (PYPL), Tegna Inc. (TGNA), Transocean Ltd. (RIG), Mentor Graphics Corporation (MENT), Manitowoc Company Inc. (MTW) and Seventy Seven Energy Inc. (SSE). Several of our operating businesses started out as investment positions in debt or equity securities, held either directly by ou r Investment segment or Mr. Icahn. Those positions ultimately resulted in control or complete ownership of the target company. In 2012, we acquired a controlling inte res t in CVR Energy, Inc. (‘‘CVR’’) which started out as a position in our Investment segment and is now an operating subsidiary that comprises our Energy segment. As of September 30, 2015, based on the closing sale price of CVR stock and distributions since we acquired control, we had a gain of approximately $2.3 billion on o ur purchase of CVR. The acquisition of CVR, like our other operating subsidiaries, reflects our opportunistic approach to value creation, through which returns may be obtained by, among other things, promoting change through minority positions at targeted companies in our Investment segment or by acquiring control of those tar get companies that we believe we could run more profitably ourselves. In 2000, we began to expand our business beyond our traditional real estate activities, and to fully embrace our activist str ate gy. On January 1, 2000, the closing sale price of our depositary units was $7.625 per depositary unit. On September 30, 2015, our depositary units closed at $67.02 pe r d epositary unit, representing an increase of approximately 1,104% since January 1, 2000 (including reinvestment of distributions into additional depositary un its and taking into account in - kind distributions of depositary units). Comparatively, the S&P 500, Dow Jones Industrial and Russell 2000 indices increased appro xim ately 77%, 106% and 168%, respectively, over the same period (including reinvestment of distributions into those indices). During the next several years, we see a favorable opportunity to follow an activist strategy that centers on the purchase of tar get stock and the subsequent removal of any barriers that might interfere with a friendly purchase offer from a strong buyer. Alternatively, in appropriate circumsta nce s, we or our subsidiaries may become the buyer of target companies, adding them to our portfolio of operating subsidiaries, thereby expanding our operations through s uch opportunistic acquisitions. We believe that the companies that we target for our activist activities are undervalued for many reasons, often including inept managem ent . Unfortunately for the individual investor, in particular, and the economy, in general, many poor management teams are often unaccountable and very difficult t o r emove. 4

   

 

The Icahn Strategy (continued) Unlike the individual investor, we have the wherewithal to purchase companies that we feel we can operate more effectively th an incumbent management. In addition, through our Investment segment, we are in a position to pursue our activist strategy by purchasing stock or debt positions an d t rying to promulgate change through a variety of activist approaches, ranging from speaking and negotiating with the board and CEO to proxy fights, tender offers a nd taking control. We work diligently to enhance value for all shareholders and we believe that the best way to do this is to make underperforming management teams an d b oards accountable or to replace them. The Chairman of the Board of our general partner, Carl C. Icahn, has been an activist investor since 1980. Mr. Icahn believes th at the current environment continues to be conducive to activism. Many major companies have substantial amounts of cash. We believe that they are hoarding cash, rath er than spending it, because they do not believe investments in their business will translate to earnings. We believe that one of the best ways for many cash - rich companies to achieve increased earnings is to use their large amounts of excess cash, together with advantageous borrowing opportunities, to purchase other companies in their industries and take advantage of the meaningful sy ner gies that could result. In our opinion, the CEOs and Boards of Directors of undervalued companies that would be acquisition targets are the major road blocks to this lo gical use of assets to increase value, because we believe those CEOs and boards are not willing to give up their power and perquisites, even if they have done a poo r j ob in administering the companies they have been running. In addition, acquirers are often unwilling to undertake the arduous task of launching a hostile campa ign . This is precisely the situation in which a strong activist catalyst is necessary. We believe that the activist catalyst adds value because, for companies with strong balance sheets, acquisition of their weak er industry rivals is often extremely compelling financially. We further believe that there are many transactions that make economic sense, even at a large premium ov er market. Acquirers can use their excess cash, that is earning a very low return, and/or borrow at the advantageous interest rates now available, to acquire a tar get company. In either case, an acquirer can add the target company’s earnings and the income from synergies to the acquirer’s bottom line, at a relatively low cost. But for these potential acquirers to act, the target company must be willing to at least entertain an offer. We believe that often the activist can step in and remove the obs tacles that a target may seek to use to prevent an acquisition. It is our belief that our strategy will continue to produce strong results into the future, and that belief is reflected in t he action of the board of directors of our general partner, which announced in March 2014, a decision to modify our distribution policy to increase our annual distribution to $ 6.0 0 per depositary unit. We believe that the strong cash flow and asset coverage from our operating segments will allow us to maintain a strong balance sheet and ample li qui dity. In our view Icahn Enterprises is in a virtuous cycle. We believe that our depositary units will give us another powerful acti vis t tool, allowing us both to use our depositary units as currency for tender offers and acquisitions (both hostile and friendly) where appropriate. All of these factors will , i n our opinion, contribute to making our activism even more efficacious, which we expect to enhance our results and stock value. 5

   

 

Company Overview 6

   

 

Overview of Icahn Enterprises  Icahn Enterprises L.P. is a diversified holding company with operating segments in Investment, Automotive, Energy, Gaming, Mi nin g, Railcar, Food Packaging, Metals, Real Estate and Home Fashion  IEP is majority owned and controlled by Carl Icahn – Over the last several years, Carl Icahn has contributed most of his businesses to and executed transactions primarily through IE P – Approximately $600 million of equity raised in 2013 to broaden our shareholder base and improve liquidity – Issued $5 billion of new senior notes in January 2014 which refinanced $3.5 billion of existing senior notes and provided $1. 3 b illion of additional liquidity. – As of September 30, 2015, Carl Icahn and his affiliates owned approximately 88.8% of IEP’s outstanding depositary units  IEP benefits from cash flows from its subsidiaries: – CVR Energy: $2.00 per share annualized dividend – CVR Refining: $3.12 per common unit of distributions declared for the last twelve months of operations ended September 30, 2015 – American Railcar Inc: $1.60 per share annual dividend – Recurring cash flows from American Railcar Leasing and Real Estate segment  IEP has daily liquidity through its ability to redeem its investment in the funds on a daily basis (1) Investment segment total assets represents book value of equity. 7 ($ millions) As of September 30, 2015 Segment Assets Revenue Adjusted EBITDA Adj. EBITDA Attrib. to IEP Investment (1) $9,047 ($666) ($891) ($418) Automotive 8,444 7,676 592 474 Energy 5,410 6,260 835 476 Metals 274 451 (26) (26) Railcar 3,370 850 480 310 Gaming 1,297 854 131 90 Mining 391 16 (5) (4) Food Packaging 430 340 62 44 Real Estate 708 127 42 42 Home Fashion 207 192 5 5 Holding Company 447 (27) (56) (56) Total $30,025 $16,073 $1,169 $937 LTM Ended September 30, 2015

   

 

66% CVR Energy Inc. (NYSE: CVI) Summary Corporate Organizational Chart WestPoint Home LLC PSC Metals Inc. AREP Real Estate Holdings, LLC Tropicana Entertainment Inc. (OTCPK:TPCA) Federal - Mogul Holdings Corp. (NasdaqGS:FDML) Icahn Enterprises G.P. Inc. Icahn Enterprises L.P. (NasdaqGS: IEP) Icahn Enterprises Holdings L.P . 1% 1% 99% LP Interest 53% 73% 82% 82% American Railcar Industries, Inc. (NasdaqGS:ARII) Icahn Capital LP Viskase Companies Inc. (OTCPK:VKSC) As of September 30, 2015, Icahn Enterprises had investments with a fair market value of approximately $4.2 billion in the Investment Funds One of the largest independent metal recycling companies in the US Consists of rental commercial real estate, property development and associated resort activities Provider of home textile products for nearly 200 years One of the worldwide leaders in cellulosic, fibrous and plastic casings for processed meat industry Holding company that owns majority interests in two separate operating subsidiaries Multi - jurisdictional gaming company with eight casinos in New Jersey, Indiana, Nevada, Mississippi, Missouri, Louisiana and Aruba Leading North American manufacturer of hopper and tank railcars and provider of railcar repair and maintenance services 68% 100% 100% 59% Producer and distributer of nitrogen fertilizer products CVR Partners, LP (NYSE: UAN) CVR Refining, LP (NYSE: CVRR) 185k bpd capacity oil refining company in the mid - continent region of the United States 100 % 100% 4% Leading global supplier to the automotive, aerospace, energy, heavy duty truck, industrial, marine, power generation and auto aftermarket industries Note : Percentages denote equity ownership as of September 30, 2015. Excludes intermediary and pass through entities. American Railcar Leasing LLC Leading North American lessor of hopper and tank railcars 75% 8 Ferrous Resources 77% Brazilian iron ore producer IEH Auto Parts Holding LLC Leading automotive parts distributor with distribution centers, satellite locations and corporate - owned parts stores in the United States 100%

   

 

Diversified Subsidiary Companies with Significant Inherent Value The Company’s diversification across multiple industries and geographies provides a natural hedge against cyclical and general economic swings Global market share leader in each of its principal product categories with a long history of quality and strong brand names Geographically diverse, regional properties in major gaming markets with significant consolidation opportunities 200 year heritage with some of the best known brands in home fashion; consolidation likely in fragmented sector Leading global market position in non - edible meat casings poised to capture further growth in emerging markets Established regional footprint positioned to actively participate in consolidation of the highly fragmented scrap metal market Our railcar segment is a leading, vertically integrated manufacturer of railcars, railcar services and railcar leasing. Strategically located mid - continent petroleum refiner and nitrogen fertilizer producer generating record profitability Long - term real estate investment horizon with strong, steady cash flows AREP Real Estate Holdings, LLC  IEP’s subsidiary companies possess key competitive strengths and / or leading market positions  IEP seeks to create incremental value by investing in organic growth and targeting businesses that offer consolidation opportunities ─ Capitalize on attractive interest rate environment to pursue acquisitions and recognize meaningful synergies 9 A Brazilian iron ore mining operation that supplies iron ore products to the global steel industry A leading automotive parts distributor , with distribution centers, satellite locations and corporate owned parts stores in the U.S. IEH Auto Parts Holding LLC

   

 

 IEP began as American Real Estate Partners, which was founded in 1987, and has grown its diversified portfolio to ten operating segments and approximately $36 billion of assets as of September 30, 2015  IEP has demonstrated a history of successfully acquiring undervalued assets and improving and enhancing their operations and fin ancial results  IEP’s record is based on a long - term horizon that can enhance business value and facilitate a profitable exit strategy ─ In 2006, IEP sold its oil and gas assets for $1.5 billion, resulting in a net pre - tax gain of $0.6 billion ─ In 2008, IEP sold its investment in American Casino & Entertainment Properties LLC for $1.2 billion, resulting in a pre - tax gain of $0.7 billion  Acquired partnership interest in Icahn Capital Management L.P . in 2007 ─ IEP and certain of Mr. Icahn's wholly owned affiliates are the sole investors in the Investment Funds  IEP also has grown the business through organic investment and through a series of bolt - on acquisitions Evolution of Icahn Enterprises Timeline of Recent Acquisitions and Exits (1) Market capitalization as of September 30, 2015 and balance sheet data as of September 30, 2015. (2) Oil and gas assets included National Energy Group, Inc., TransTexas Gas Corporation and Panaco, Inc . (3) Percentages represents weighted - average composite of the gross returns, net of expenses for the Investment Funds. (4) Return assumes that IEP’s holdings in CVR Energy remained in the Investment Funds for the entire period. IEP obtained a majority stake in CVR Energy in May 2012. Investment Fu nds returns were approximately 6.6 % when excluding returns on CVR Energy after it became a consolidated entity . (5) For the nine months ended September 30, 2015. As of December 31, 2006  Mkt. Cap: $5.3bn  Total Assets: $4.2bn Current (1)  Mkt. Cap: $8.6bn  Total Assets: $36.5bn 2006 37.8% American Casino & Entertainment Properties 2/20/08: Sale of the casinos resulted in proceeds of $1.2 billion and a pre - tax gain of $0.7 b illion American Railcar Industries 1/15/10: 54.4% of ARI’s shares outstanding were contributed by Carl Icahn in exchange for IEP depositary units PSC Metals 11/5/07: Acquired 100% of the equity of PSC Metals from companies wholly owned by Carl Icahn Tropicana Entertainment 11/15/10: Received an equity interest as a result of a Ch.11 restructuring and subsequently acquired a majority stake CVR Energy, Inc. 5/4/12: Acquired a majority interest in CVR via a tender offer to purchase all outstanding shares of CVR Federal - Mogul 7/3/08: Acquired a majority interest in Federal - Mogul from companies wholly owned by Carl Icahn Investment Management 8/8/07: Acquired investment advisory business, Icahn Capital Management Viskase 1/15/10: 71.4 % of Viskase’s shares outstanding were contributed by Carl Icahn in exchange for IEP depositary units Oil and Gas Assets (2) 11/21/06: S old oil and gas assets to a strategic buyer for $1.5 billion resulting in a pre - tax gain of $0.6 billion Year / Returns: (3) 10 CVR Refining & CVR Partners 2013: CVR Refining completed IPO and secondary offering on 1/16/13 and 5/14/13, respectively. CVR Partners completed a secondary offering on 5/22/13 2015 (5) (2.8%) 2007 12.3% 2008 (35.6%) 2009 33.3% 2010 15.2 % 2011 34.5% 2012 20.2% (4) American Railcar Leasing LLC 10/2/13: Acquired a 75% interest in ARL from companies wholly owned by Carl Icahn 2013 30.8 % 2014 (7.4%) IEH Auto Parts Holding LLC 6/1/15: IEH Auto Parts Holding LLC acquired substantially all of the auto part assets in the U.S. of Uni - Select Inc. Ferrous Resources 6/8/15: IEP acquired a controlling interest in Ferrous Resources

   

 

 IEP seeks undervalued companies and often becomes “actively” involved in the targeted companies  Activist strategy requires significant capital, rapid execution and willingness to take control of companies  Implement changes required to improve businesses Ability to Maximize Shareholder Value Through Proven Activist Strategy Purchase of Stock or Debt  IEP pursues its activist strategy and seeks to promulgate change x Dealing with the board and management x Proxy fights x Tender offers x Taking control  With over 300 years of collective experience, IEP’s investment and legal team is capable of unlocking a target’s hidden value x Financial / balance sheet restructuring x Operation turnarounds x Strategic initiatives x Corporate governance changes  IEP is a single, comprehensive investment platform ─ Corporate structure provides IEP the optionality to invest in any security, in any industry and during any cycle over a longe r t erm time horizon  Mr. Icahn and Icahn Capital have a long and successful track record of generating significant returns employing the activist str ategy ─ IEP’s subsidiaries often started out as investment positions in debt or equity either directly by Icahn Capital or Mr. Icahn Putting Activism into Action 11

   

 

Situation Overview  Historically, two businesses had a natural synergy ─ Motorparts benefitted from OEM pedigree and scale  Review of business identified numerous dis - synergies by having both under one business ─ Different customers, methods of distribution, cost structures, engineering and R&D, and capital requirements  Structured as a C - Corporation ─ Investors seeking more favorable alternative structures  Review of business identifies opportunity for significant cash flow generation ─ High quality refiner in underserved market ─ Benefits from increasing North American oil production ─ Supported investment in Wynnewood refinery and UAN plant expansion  Strong investor appetite for yield oriented investments Strategic / Financial Initiative  Announced plan to separate Powertrain and Motorparts divisions into two independent, publicly - traded companies serving the global original equipment and aftermarket industries  Contributed assets to a separate MLP and subsequently launched CVR Refining IPO and secondary offerings; completed CVR Partners secondary offering Result  Separation will improve management focus and maximize value of both businesses  CVR Energy stock up approximately 106%, including dividends, from tender offer price of $30.00 (1) Significant Experience Optimizing Business Strategy and Capital Structure  IEP’s management team possesses substantial strategic and financial expertise ─ Maintains deep knowledge of capital markets, bankruptcy laws, mergers and acquisitions and transaction processes  Active participation in the strategy and capital allocation for targeted companies ─ Not involved in day - to - day operations  IEP w ill make necessary investments to ensure subsidiary companies can compete effectively Select Examples of Strategic and Financial Initiatives (1) Based on CVR Energy’s stock price as of September 30, 2015 12

   

 

Deep Team Led by Carl Icahn  Led by Carl Icahn ─ Substantial investing history provides IEP with unique network of relationships and access to Wall Street  Team consists of approximately 20 professionals with diverse backgrounds ─ Well rounded team with professionals focusing on different areas such as equity, distressed debt and credit Name Title Years at Icahn Years of Industry Experience Keith Cozza President & Chief Executive Officer , Icahn Enterprises L.P. 11 14 SungHwan Cho Chief Financial Officer , Icahn Enterprises L.P. 9 18 Vincent J. Intrieri Senior Managing Director, Icahn Capital 17 32 Samuel Merksamer Managing Director, Icahn Capital 7 13 Jonathan Christodoro Managing Director, Icahn Capital 3 15 Courtney Mather Managing Director, Icahn Capital 2 16 Brett Icahn Portfolio Manager, Sargon Portfolio 12 12 David Schechter Portfolio Manager, Sargon Portfolio 12 19 Jesse Lynn General Counsel, Icahn Enterprises L.P. 11 20 Andrew Langham General Counsel, Icahn Enterprises L.P. 10 16 13

   

 

Overview of Operating Segments 14

   

 

Highlights and Recent Developments  Since inception in 2004 through September 30, 2015, the Investment Funds’ cumulative return was approximately 221%, representing an annualized rate of return of approximately 11%  Long history of investing in public equity and debt securities and pursuing activist agenda  Employs an activist strategy that seeks to unlock hidden value through various tactics ─ Financial / balance sheet restructurings (e.g., CIT Group, Apple) ─ Operational turnarounds (e.g., Motorola, Navistar, Hertz) ─ Strategic initiatives (e.g., Motorola, eBay, Manitowoc) ─ Corporate governance changes (e.g., eBay, Gannet)  The Investment Funds’ net notional exposure was (26%) at September 30, 2015  Recent notable investments: ─ Apple, CVR Energy, El Paso, Family Dollar, Forest Labs, Genzyme , Hain Celestial, Netflix  The Investment Funds returned all fee - paying capital to their investors during fiscal 2011, which payments were funded through cash on hand and borrowings under existing credit lines.  Returns of 33.3%, 15.2%, 34.5%, 20.2% (2) , 30.8%, (7.4%) and (2.8%) in 2009, 2010, 2011, 2012, 2013, 2014 and 2015 (3) , respectively Segment: Investment Company Description  IEP invests its proprietary capital through various private investment funds (the “Investment Funds”) managed by the Investment segment ─ The Investment Funds returned all capital to third - party investors during fiscal 2011  Fair value of IEP’s interest in the Investment Funds was approximately $4.2 billion as of September 30, 2015  IEP has daily liquidity through its ability to redeem its investment in the Investment Funds on a daily basis Historical Segment Financial Summary 15 (1) Balance Sheet data as of the end of each respective fiscal period. (2) 2012 gross return assumes that IEP’s holdings in CVR Energy remained in the Investment Funds for the entire period. IEP obta ine d a majority stake in CVR Energy in May 2012. Investment Funds returns were approximately 6.6% when excluding returns on CVR En ergy after it became a consolidated entity. (3) For the nine months ended September 30, 2015 Investment Segment LTM September 30, ($ millions) 2012 2013 2014 2015 Select Income Statement Data: Total revenues $398 $2,031 ($218) ($666) Adjusted EBITDA 374 1,912 (385) (891) Net income 372 1,902 (684) (1,414) Adjusted EBITDA attrib. to IEP $158 $816 ($162) ($418) Net income attrib. to IEP 157 812 (305) (660) Select Balance Sheet Data (1) : Total equity $5,908 $8,353 $9,062 $9,047 Equity attributable to IEP 2,387 3,696 4,284 4,168 FYE December 31,

   

 

Significant Holdings As of September 30 , 2015 (4) As of December 31, 2014 (4) As of December 31, 2013 (4) Company Mkt. Value ($mm) (5) % Ownership (6) Company Mkt. Value ($mm) (5) % Ownership (6) Company Mkt. Value ($mm) (5) % Ownership (6) $5,820 0.9% $5,824 0.9% $2,654 0.5% $1,436 3.8% $2,597 3.7% $1,841 11.4% $1,379 12.1% $1,300 10.0% $1,803 10.0% $1,102 10.0% $1,295 11.3% $1,335 16.8% $995 19.6% $913 12.3% $1,061 6.0% Icahn Capital (1) Represents a weighted - average composite of the gross returns, net of expenses for the Investment Funds. (2) Return assumes that IEP’s holdings in CVR Energy remained in the Investment Funds for the entire period. IEP obtained a majority stake in CVR Energy in May 2012. Inv est ment Funds returns were ~ 6.6% when excluding returns on CVR Energy after it became a consolidated entity . (3) For the nine months ended September 30, 2015. (4) Aggregate ownership held directly by IEP, as well as Carl Icahn and his affiliates. Based on most recent 13F Holdings Reports , 1 3D filings or other public filings available as of specified date. (5) Based on closing share price as of specified date. (6) Total shares owned as a percentage of common shares issued and outstanding. 17.9% 37.8% 12.3% 33.3% 15.2% 34.5% 20.2% 30.8% (7.4%) (2.8%) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Historical Returns (1) (35.6%) (2) 16 (3)

   

 

Highlights and Recent Developments  Crude supply advantages supported by increasing North American crude oil production, transportation bottlenecks and geopolitical concerns ─ Strategic location allows CVR to benefit from access to price advantaged crude oil  CVR Partners expansion of UAN capacity completed in March 2013  CVR Partners announced an agreement to acquire Rentech Nitrogen Partners giving it more geographic and feed stock diversity  CVR Energy has annualized dividends of $2.00 per unit ─ CVR Refining full year distribution was $2.85 per common unit in 2014 and $2.75 per common unit for the first nine months of operation in 2015 ─ CVR Partners full year distribution was $1.39 per common unit in 2014 and $0.84 per common unit for the first nine months of operation in 2015 Segment: Energy Company Description  CVR Energy, Inc. (NYSE:CVI) operates as a holding company that owns majority interests in two separate operating subsidiaries: CVR Refining, LP (NYSE:CVRR) and CVR Partners, LP ( NYSE:UAN ) ─ CVR Refining is an independent petroleum refiner and marketer of high - value transportation fuels in the mid - continent of the United States ─ CVR Partners is a leading nitrogen fertilizer producer in the heart of the Corn Belt Historical Segment Financial Summary 17 (1) IEP acquired a controlling interest in CVI on May 4, 2012 and therefore 2012 results only include performance from that date for ward. (2) Balance Sheet data as of the end of each respective fiscal period. Energy Segment LTM September 30, ($ millions) 2012 (1) 2013 2014 2015 Select Income Statement Data: Total revenues $5,519 $9,063 $9,292 $6,260 Adjusted EBITDA 977 869 716 835 Net income 338 479 168 165 Adjusted EBITDA attrib. to IEP $787 $556 $415 $476 Net income attrib. to IEP 263 289 95 91 Select Balance Sheet Data (2) : Total assets $5,743 $5,748 $5,334 $5,410 Equity attributable to IEP 2,383 1,926 1,612 1,751 FYE December 31,

   

 

Gasoline , 49.1% Distillate , 42.0% Other 8.9% CVR Refining, LP (NYSE:CVRR )  Two PADD II Group 3 refineries with combined capacity of 185,000 barrels per day  The Company enjoys advantages that enhance the crack spread ─ Has access to and can process price - advantaged mid - continent local and Canadian crude oils ─ Markets its products in a supply - constrained products market with transportation and crude cost advantage  Strategic location and logistics assets provide access to price advantaged mid - continent , Bakken and Canadian crude oils ─ ~ 6 0,000 bpd crude gathering system, 336 miles of pipeline, approximately 150 owned crude transports, a network of strategically located crude oil gathering tank farms and ~ 6.0 million bbls of owned and leased crude oil storage capacity Key Operational Data (1) CVR Refining, LP (NYSE:CVRR) Crude oil throughput (204,177 bpd) Production (217,122 bpd ) (1) For the nine months ended September 30, 2015. (2) Other includes pet coke, asphalt, natural gas liquids (“NGLs”), slurry, sulfur, gas oil and specialty products such as propyl ene and solvents, excludes internally produced fuel. Strategically Located Refineries and Supporting Logistics Assets 18 (2) Sweet 90.4% Medium 1.6% Heavy Sour 8.0%

   

 

CVR Partners, LP (NYSE:UAN )  Attractive market dynamics for nitrogen fertilizer ─ Decreasing world farmland per capita ─ Increasing demand for corn (largest use of nitrogen fertilizer) and meat ─ Nitrogen represents ~61% of fertilizer consumption ─ Nitrogen fertilizers must be applied annually, creating stable demand  Expansion of UAN capacity completed in Q1 2013  United States imports a significant amount of its nitrogen fertilizer needs  Cost stability advantage ─ Utilize pet coke as feed stock versus natural gas ─ Operating costs are competitive to natural gas fed nitrogen fertilizer producers  Strategically located assets ─ 49% of corn planted in 2014 was within ~$45/UAN ton freight rate of plant ─ Transportation cost advantage to Corn Belt vs. U.S. Gulf Coast CVR Partners, LP (NYSE:UAN ) Strategically Located Assets 19

   

 

Segment: Automotive Company Description  We conduct our Automotive segment through our majority ownership in Federal - Mogul Holdings Corporation ( NasdaqGS:FDML ) and our wholly owned subsidiary, IEH Auto Parts Holding LLC  Federal - Mogul Holdings Corporation operates in two business segments: Powertrain and Motorparts ─ Powertrain focuses on original equipment powertrain products for automotive, heavy duty and industrial applications ─ Motorparts sells and distributes a broad portfolio of products in the global aftermarket, while also servicing original equipment manufacturers with certain products  IEH Auto Parts Holding LLC is a leading automotive parts distributor and has 35 distribution centers and satellite locations and 242 corporate - owned parts stores in the United States and a network of more than 2,000 independent wholesalers. Historical Segment Financial Summary Federal - Mogul: Powertrain Highlights  Solid vehicle market production growth projected through 2018  Fuel economy and emissions content driving market growth – Combustion engines still #1 for foreseeable future – Regulations increasing demand for further improvement through 2025 – Engine downsizing creates higher content product mix  Leading powertrain products with #1 or #2 position in most major product categories  Extensive technology and intellectual property with focus on core product lines  Investing in emerging markets where there are attractive opportunities for growth  Continued restructuring to lower cost structure and improve manufacturing footprint Federal - Mogul: Motorparts Highlights  Aftermarket benefits from the growing number of vehicles globally and the increasing age of vehicles in Europe and North America  Leader in most of its product categories with a long history of quality and strong brand names including Champion, Wagner, Ferodo, MOOG, Fel - Pro  Investing in Growth – Global Expansion : L everage global capabilities in Asia and other emerging markets – Distribution and IT : Improve customer service and delivery, order and inventory management, on - line initiatives – Cost Structure : improve manufacturing footprint, optimize low - cost sourcing and operational performance – Product Line Growth : expand existing product lines and add new product lines through acquisition or internal investment – Product Differentiation and Brand Value : invest in product innovation and communicate brand value proposition to end customers 20 Recent Developments  On June 1, 2015, IEH Auto Parts Holding LLC acquired substantially all of the auto parts assets in the United States of Uni - Select Inc. for a purchase price of $330 million, subject to post - closing adjustments.  Federal - Mogul closed the acquisition of the TRW engine valve business (1) Balance Sheet data as of the end of each respective fiscal period. (2) Includes IEH Auto Parts Holding LLC results beginning June 1, 2015 IEH Auto Parts Holding LLC  A leading automotive parts distributor with distribution centers, satellite locations and corporate - owned parts stores throughout the United States – A network of more than 2,000 independent wholesalers Automotive Segment LTM September 30, ($ millions) 2012 2013 2014 2015 (2) Select Income Statement Data: Total revenues $6,677 $6,876 $7,324 $7,676 Adjusted EBITDA 513 591 624 592 Net income (22) 263 (90) (118) Adjusted EBITDA attrib. to IEP $390 $462 $497 $474 Net income attrib. to IEP (24) 250 (87) (112) Select Balance Sheet Data (1) : Total assets $7,282 $7,545 $7,529 $8,444 Equity attributable to IEP 860 1,660 1,231 1,655 FYE December 31,

   

 

Federal - Mogul Corp.’s Leading Market Position 21 Powertrain Motorparts Product Line Market Position Product Line Market Position Pistons #1 in diesel pistons #2 a cross all pistons Engine #1 Global Rings & Liners Market leader Sealing Components #1 Global in Gaskets Valve Seats and Guides Market leader Brake Pads / Components #2 Global (1) Bearings Market leader Chassis #1 North America #3 Europe Ignition #3 Overall Wipers #4 North America #4 Europe Sealing #3 Overall Ignition #2 Global (1) Systems Protection Market leader Valvetrain #2 Overall (1) Motorparts & Powertrain combined

   

 

Highlights and Recent Developments  Railcar manufacturing remains strong ─ 7,936 railcar backlog as of September 30, 2015 ─ Tank railcar demand impacted by volatile crude oil prices ─ New tank railcar design requirements released in May 2015  Growing railcar leasing business provides stability ─ Acquired 75% of ARL in Q4 2013 ─ Combined ARL and ARI railcar lease fleets grew to approximately 44,600 railcars as of September 30, 2015 from approximately 39,700 at the end of 2014  ARI annualized dividend is $1.60 per share  ARL currently distributing $100 million per year ($75 million to IEP)  On July 28, 2015, ARI’s Board of Directors authorized a stock repurchase program pursuant to which ARI may, from time to time, repurchase up to $250 million of its common stock. Segment: Railcar Segment Description  American Railcar Industries, Inc. (“ARI”) (NASDAQ:ARII ) operates in three business segments: manufacturing operations, railcar services and leasing  American Railcar Leasing, LLC (“ARL”), a 75% owned subsidiary of IEP, is engaged in the business of leasing railcars. Historical Segment Financial Summary . 22 (1) Balance Sheet data as of the end of each respective fiscal period. Railcar Segment LTM September 30, ($ millions) 2012 2013 2014 2015 Net Sales/Other Revenues From Operations: Manufacturing $853 $864 $1,020 $1,067 Railcar leasing 214 277 368 436 Railcar services 65 73 68 72 Eliminations (346) (475) (666) (753) Total $786 $739 $790 $822 Gross Margin: Manufacturing $163 $197 $271 $276 Railcar leasing 97 146 214 256 Railcar services 14 19 13 15 Eliminations (48) (109) (171) (174) Total $226 $253 $327 $373 Adjusted EBITDA attrib. to IEP $77 $111 $269 $310 Net income attrib. to IEP 29 30 122 140 Total assets (1) $2,238 $2,547 $3,120 $3,370 Equity attributable to IEP (1) 257 591 711 726 FYE December 31,

   

 

Highlights and Recent Developments  Management uses a highly analytical approach to enhance marketing, improve utilization, optimize product mix and reduce expenses ─ Increased Adjusted EBITDA by approximately 82% since 2011 (2) ─ Established measurable, property specific, customer service goals and objectives to meet customer needs ─ Utilize sophisticated customer analytic techniques to improve customer experience  Selective reinvestment in core properties including upgraded hotel rooms, refreshed casino floor products tailored for each regional market and pursuit of strong brands for restaurant and retail opportunities  Capital structure with ample liquidity for synergistic acquisitions in regional gaming markets ─ On April 1, 2014, Tropicana acquired Lumière Place Casino in St. Louis, Missouri for $261 million in cash  Sold River Palms on July 1, 2014 for $7 million  On July 31, 2015, Tropicana’s Board of Directors authorized a stock repurchase program pursuant to which Tropicana may, from time to time, repurchase up to $50 million of its common stock Segment: Gaming Company Description  Tropicana Entertainment Inc. (OTCPK:TPCA) operates eight casino facilities featuring approximately 392,000 square feet of gaming space with approximately 8,000 slot machines, 300 table games and 5,500 hotel rooms as of September 30, 2015 ─ Eight casino facilities located in New Jersey, Indiana, Nevada, Mississippi, Missouri, Louisiana and Aruba ─ Successful track record operating gaming companies, dating back to 2000 Historical Segment Financial Summary 23 (1) Balance Sheet data as of the end of each respective fiscal period. (2) Compared LTM 9/30/15 to first full fiscal year post acquisition by IEP Gaming Segment LTM September 30, ($ millions) 2012 2013 2014 2015 Select Income Statement Data: Total revenues $611 $571 $849 $854 Adjusted EBITDA 79 66 99 131 Net income 30 19 269 250 Adjusted EBITDA attrib. to IEP $54 $45 $66 $90 Net income attrib. to IEP 21 13 185 173 Select Balance Sheet Data (1) : Total assets $852 $996 $1,260 $1,297 Equity attributable to IEP 379 392 578 601 FYE December 31,

   

 

Highlights and Recent Developments  Future growth expected to be driven by changing diets of a growing middle class in emerging markets ─ In 2012, Viskase completed a new finishing center in the Philippines and expanded its capacity in Brazil ─ Over 50% of revenues from emerging markets  Developed markets remain a steady source of income ─ Distribution channels to certain customers spanning more than 50 years  Significant barriers to entry ─ Technically difficult chemical production process ─ Significant environmental and food safety regulatory requirements ─ Substantial capital cost Segment: Food Packaging Company Description  Viskase Companies, Inc (OTCPK:VKSC) is a worldwide leader in the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry  Leading worldwide manufacturer of non - edible cellulosic casings for small - diameter meats (hot dogs and sausages) ─ Leading manufacturer of non - edible fibrous casings for large - diameter meats (sausages, salami, hams and deli meats) Historical Segment Financial Summary 24 (1) Balance Sheet data as of the end of each respective fiscal period. Food Packaging LTM September 30, ($ millions) 2012 2013 2014 2015 Select Income Statement Data: Total revenues $341 $346 $346 $340 Adjusted EBITDA 57 67 66 62 Net income 6 43 9 9 Adjusted EBITDA attrib. to IEP $41 $50 $47 $44 Net income attrib. to IEP 4 32 6 6 Select Balance Sheet Data (1) : Total assets $355 $405 $436 $430 Equity attributable to IEP (3) 55 30 28 FYE December 31,

   

 

Highlights and Recent Developments  Increasing global demand for steel and other metals drives demand for U.S. scrap  Results are currently impacted by headwinds from: ─ Low iron ore prices ─ Strong U.S. dollar ─ Increased steel imports  Scrap recycling process is “greener” than virgin steel production ─ Electric arc furnace drive scrap demand and are significantly more energy efficient than blast furnaces ─ Electric arc furnace steel mills are approximately 60% of U.S. production  Highly fragmented industry with potential for further consolidation ─ Capitalizing on consolidation and vertical integration opportunities ─ PSC is building a leading position in its markets  Product diversification will reduce volatility through cycles ─ Expansion of non - ferrous share of total business Segment: Metals Company Description  PSC Metals, Inc. is one of the largest independent metal recycling companies in the U.S.  Collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers  Strong regional footprint (Upper Midwest, St. Louis Region and the South) Historical Segment Financial Summary 25 (1) Balance Sheet data as of the end of each respective fiscal period. Metals Segment LTM September 30, ($ millions) 2012 2013 2014 2015 Select Income Statement Data: Total revenues $1,103 $929 $711 $451 Adjusted EBITDA (16) (18) (15) (26) Net income (58) (28) (25) (34) Adjusted EBITDA attrib. to IEP ($16) ($18) ($15) ($26) Net income attrib. to IEP (58) (28) (25) (34) Select Balance Sheet Data (1) : Total assets $417 $334 $315 $274 Equity attributable to IEP 338 273 250 222 FYE December 31,

   

 

Highlights and Recent Developments  Business strategy is based on long - term investment outlook and operational expertise  Approximately $39 million gain from sale of 14 rental properties and Oak Harbor during the nine months ended September 30, 2015 Rental Real Estate Operations  Net lease portfolio overview ─ Single tenant (Over $100bn market cap, A - credit) for two large buildings with leases through 2020 – 2021 ─ 13 legacy properties with 2.9 million square feet: 13% Retail, 66% Industrial, 21% Office.  Maximize value of commercial lease portfolio through effective management of existing properties ─ Seek to sell assets on opportunistic basis Property Development  New Seabury in Cape Cod, Massachusetts and Grand Harbor in Vero Beach, Florida include land for future residential development of approximately 239 and 1,128 units, respectively  Opportunistically acquired Fontainebleau (Las Vegas casino development) in 2009 for $150 million Club Operations  Club operations in Cape Cod and Vero Beach focus on operating golf club and related activities Segment: Real Estate Company Description  Consists of rental real estate, property development and associated club activities  Rental real estate consists primarily of retail, office and industrial properties leased to single corporate tenants  Property development and club operations are focused on the construction and sale of single and multi - family houses, lots in subdivisions and planned communities and raw land for residential development Historical Segment Financial Summary 26 (1) Balance Sheet data as of the end of each respective fiscal period. Real Estate Segment LTM September 30, ($ millions) 2012 2013 2014 2015 Select Income Statement Data: Total revenues $88 $85 $101 $127 Adjusted EBITDA 47 46 46 42 Net income 19 17 22 61 Adjusted EBITDA attrib. to IEP $47 $46 $46 $42 Net income attrib. to IEP 19 17 22 61 Select Balance Sheet Data (1) : Total assets $852 $780 $745 $708 Equity attributable to IEP 763 711 693 658 FYE December 31,

   

 

Highlights and Recent Developments  IEP acquired a controlling interest in Ferrous Resources on June 8, 2015 through a tender offer to purchase any and all of the outstanding shares. ─ Prior to the tender offer, IEP owned approximately 14.1% of the total outstanding shares of Ferrous Resources. Following the tender offer and a certain rights offering, IEP owned approximately 77.2% of the outstanding shares of Ferrous Resources as of September 30, 2015.  Seaborne iron ore market impacted by low prices due to new supply and Chinese demand Segment: Mining Company Description  IEP acquired a controlling interest in Ferrous Resources on June 8, 2015  Ferrous Resources has certain rights to iron ore mineral resources in Brazil and develops mining operations and related infrastructure to produce and sell iron ore products to the global steel industry. ─ Significant iron ore assets in the State of Minas Gerais , Brazil, known as Viga , Viga Norte, Esperança , Serrinha and Santanense . ─ Mineral rights near Jacuípe in the State of Bahia, Brazil. Historical Segment Financial Summary 27 1) Balance Sheet data as of the end of the fiscal period. 2) Icahn Enterprises acquired majority ownership of Ferrous Resources on June 8, 2015 Mining Four Months Ended September 30, 2015 (2) ($ millions) Select Income Statement Data: Total Revenues $16 Adjusted EBITDA (5) Net income (13) Adjusted EBITDA attrib. to IEP ($4) Net income attrib. to IEP (10) Select Balance Sheet Data (1) : Total assets $391 Equity attributable to IEP 234

   

 

Highlights and Recent Developments  One of the largest providers of home textile goods in the United States  Largely completed restructuring of manufacturing footprint ─ Transitioned majority of manufacturing to low cost plants overseas  Streamlined merchandising, sales and customer service divisions  Focus on core profitable customers and product lines ─ WPH has implemented a more customer - focused organizational structure with the intent of expanding key customer relationships and rebuilding the company’s sales backlog ─ Realizing success placing new brands with top retailers ─ Continued strength with institutional customers  Consolidation opportunity in fragmented industry Segment: Home Fashion Company Description  WestPoint Home LLC is engaged in manufacturing, sourcing, marketing, distributing and selling home fashion consumer products  WestPoint Home owns many of the most well - known brands in home textiles including Martex, Grand Patrician, Luxor and Vellux  WPH also licenses brands such as IZOD, Under the Canopy, Southern Tide and Portico Historical Segment Financial Summary 28 (1) Balance Sheet data as of the end of each respective fiscal period. Home Fashion Segment LTM September 30, ($ millions) 2012 2013 2014 2015 Select Income Statement Data: Total revenues $231 $187 $181 $192 Adjusted EBITDA (3) 1 5 5 Net income (27) (16) 2 (4) Adjusted EBITDA attrib. to IEP ($3) $1 $5 $5 Net income attrib. to IEP (27) (16) 2 (4) Select Balance Sheet Data (1) : Total assets $291 $222 $208 $207 Equity attributable to IEP 256 191 180 177 FYE December 31,

   

 

Financial Performance 29

   

 

Financial Performance Adjusted EBITDA Attributable to Icahn Enterprises Equity Attributable to Icahn Enterprises 30 $1,546 $1,899 $1,013 $937 FYE 2012 FYE 2013 FYE 2014 LTM 2015 $4,669 $6,092 $5,443 $5,140 As of 12/31/12 As of 12/31/13 As of 12/31/14 As of 9/30/15 (1) (1) Last twelve months ended September 30, 2015 LTM September 30, As of September 30, ($ in millions) 2012 2013 2014 2015 ($ in millions) 2012 2013 2014 2015 Adjusted EBITDA attributable to Icahn Enterprises Equity attributable to Icahn Enterprises Investment $158 $816 ($162) ($418) Investment $2,387 $3,696 $4,284 $4,168 Automotive 390 462 497 474 Automotive 860 1,660 1,231 1,655 Energy 787 556 415 476 Energy 2,383 1,926 1,612 1,751 Metals (16) (18) (15) (26) Metals 338 273 250 222 Railcar 77 111 269 310 Railcar 257 591 711 726 Gaming 54 45 66 90 Gaming 379 392 578 601 Mining - - - (4) Mining - - - 234 Food Packaging 41 50 47 44 Food Packaging (3) 55 30 28 Real Estate 47 46 46 42 Real Estate 763 711 693 658 Home Fashion (3) 1 5 5 Home Fashion 256 191 180 177 Holding Company 11 (170) (155) (56) Holding Company (2,951) (3,403) (4,126) (5,080) Total $1,546 $1,899 $1,013 $937 Total $4,669 $6,092 $5,443 $5,140 FYE December 31, As of December 31,

   

 

Consolidated Financial Snapshot ($Millions) 31 LTM September 30, 2012 2013 2014 2015 Revenues: Investment $398 $2,031 ($218) ($666) Automotive 6,677 6,876 7,324 7,676 Energy 5,519 9,063 9,292 6,260 Metals 1,103 929 711 451 Railcar 799 744 809 850 Gaming 611 571 849 854 Mining 0 0 0 16 Food Packaging 341 346 346 340 Real Estate 88 85 101 127 Home Fashion 231 187 181 192 Holding Company 29 (150) (238) (27) $15,796 $20,682 $19,157 $16,073 Adjusted EBITDA: Investment $374 $1,912 ($385) ($891) Automotive 513 591 624 592 Energy 977 869 716 835 Metals (16) (18) (15) (26) Railcar 279 311 415 480 Gaming 79 66 99 131 Mining 0 0 0 (5) Food Packaging 57 67 66 62 Real Estate 47 46 46 42 Home Fashion (3) 1 5 5 Holding Company 11 (170) (155) (56) Consolidated Adjusted EBITDA $2,318 $3,675 $1,416 $1,169 Less: Adjusted EBITDA attrib. to NCI (772) (1,776) (403) (232) Adjusted EBITDA attrib. to IEP $1,546 $1,899 $1,013 $937 Capital Expenditures $936 $1,161 $1,411 $1,492 FYE December 31,

   

 

Strong Balance Sheet ($Millions) 32 InvestmentAutomotive Energy Metals Railcar Gaming Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated Assets                         Cash and cash equivalents $11 $235 $1,012 $6 $271 $223 $28 $43 $16 $14 $182 $2,041 Cash held at consolidated affiliated partnerships and restricted cash 1,366 - - 4 45 14 1 1 2 5 3 1,441 Investments 13,150 280 - - 29 29 - - - - 173 13,661 Accounts receivable, net - 1,529 133 39 52 9 4 65 7 38 - 1,876 Inventories, net - 1,675 285 53 126 - 37 76 - 66 - 2,318 Property, plant and equipment, net - 2,379 2,691 142 2,741 743 295 151 614 72 3 9,831 Goodwill and intangible assets, net - 1,881 1,170 7 7 74 6 8 51 3 - 3,207 Other assets 947 465 119 23 99 205 20 86 18 9 86 2,077 Total Assets $15,474 $8,444 $5,410 $274 $3,370 $1,297 $391 $430 $708 $207 $447 $36,452 Liabilities and Equity Accounts payable, accrued expenses and other liabilities $686 $2,137 $1,402 $49 $319 $135 $48 $66 $21 $30 $38 $4,931 Securities sold, not yet purchased, at fair value 1,237 - - - - - - - - - - 1,237 Due to brokers 4,504 - - - - - - - - - - 4,504 Post-employment benefit liability - 1,253 - 2 8 - - 49 - - - 1,312 Debt - 3,025 674 1 2,361 293 39 271 29 - 5,489 12,182 Total liabilities 6,427 6,415 2,076 52 2,688 428 87 386 50 30 5,527 24,166 Equity attributable to Icahn Enterprises 4,168 1,655 1,751 222 726 601 234 28 658 177 (5,080) 5,140 Equity attributable to non-controlling interests 4,879 374 1,583 - (44) 268 70 16 - - - 7,146 Total equity 9,047 2,029 3,334 222 682 869 304 44 658 177 (5,080) 12,286 Total liabilities and equity $15,474 $8,444 $5,410 $274 $3,370 $1,297 $391 $430 $708 $207 $447 $36,452 As of September 30, 2015

   

 

IEP Summary Financial Information  Significant Valuation demonstrated by market value of IEP’s public subsidiaries and Holding Company interest in Funds and book value or market comparables of other assets 33 ($ Millions) Note: Indicative net asset value does not purport to reflect a valuation of IEP. The calculated Indicative net asset value d oes not include any value for our Investment Segment other than the fair market value of our investment in the Investment Funds. A valuation is a subjective exercise and Indicative net asset value does not necessarily consider all elements or consider in t he adequate proportion the elements that could affect the valuation of IEP. Investors may reasonably differ on what such elements are and their impact on IEP. No representation or assurance, express or implied is made as to the accuracy and corr ect ness of indicative net asset value as of these dates or with respect to any future indicative or prospective results which may vary. (1) Represents equity attributable to us as of each respective date. (2) Based on closing share price on each date and the number of shares owned by the Holding Company as of each respective date. (3) Amounts based on market comparables due to lack of material trading volume. Tropicana valued at 7.5x Adjusted EBITDA for the twe lve months ended September 30, 2014 and December 31, 2014, 8.0x Adjusted EBITDA for the twelve months ended March 31, 2015 and June 30, 2015, and 8.5x Adjusted EBITDA for the twelve months ended September 30, 2015. Viskase valued at 9. 0x Adjusted EBITDA for the twelve months ended September 30, 2014, December 31. 2014, March 31, 2015, June 30, 2015 and September 30, 2015. (4) Represents the estimated present value of projected cash flows from leased railcars plus working capital. Our estimate of prese nt value of projected cash flows is based upon the contractual remaining rental income of current leases, and assumes future renewal rates based on historical and current market data for the remaining useful lives of the railcars. The average le ase contract for a railcar is approximately five to seven years, and early terminations have historically been infrequent. This estimated present value of projected cash flows used in our asset valuation may differ materially from actual future cash fl ows and do not represent guarantees of production or cash flows. (5) Holding Company’s balance as of each respective date. Sept 30 Dec 31 March 31 June 30 Sept 30 2014 2014 2015 2015 2015 Market-valued Subsidiaries: Holding Company interest in Funds (1) $4,824 $4,284 $4,470 $4,646 $4,168 CVR Energy (2) 3,185 2,756 3,030 2,680 2,923 CVR Refining - direct holding (2) 140 101 124 110 115 Federal-Mogul (2) 1,801 1,949 1,845 1,573 947 American Railcar Industries (2) 878 611 590 577 429 Total market-valued subsidiaries $10,827 $9,701 $10,059 $9,586 $8,581 Other Subsidiaries Tropicana (3) $468 $497 $560 $613 $739 Viskase (3) 246 246 210 217 206 Real Estate Holdings (1) 732 693 720 692 658 PSC Metals (1) 262 250 234 242 222 WestPoint Home (1) 194 180 179 179 177 ARL (4) 908 944 977 964 979 Ferrous Resources (1) - - - 241 234 IEH Auto (1) - - - 334 330 Total - other subsidiaries $2,810 $2,810 $2,880 $3,482 $3,546 Add: Holding Company cash and cash equivalents (5) 1,074 1,123 826 222 182 Less: Holding Company debt (5) (5,486) (5,486) (5,488) (5,488) (5,489) Add: Other Holding Company net assets (5) 1 237 42 164 261 Indicative Net Asset Value $9,225 $8,385 $8,319 $7,966 $7,081 As of

   

 

Appendix — Adjusted EBITDA & Adjusted Net Income Reconciliations 34

   

 

Adjusted EBITDA Reconciliation by Segment – Last Twelve Months Ended September 30, 2015 ($Millions) 35 Investment Automotive Energy Metals Railcar Gaming Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) ($1,414) ($118) $165 ($34) $215 $250 ($13) $9 $61 ($4) ($196) ($1,079) Interest expense, net 522 137 44 - 75 11 - 12 3 - 288 1,092 Income tax expense (benefit) - 94 60 (24) 68 (142) 1 4 - - (146) (85) Depreciation, depletion and amortization - 341 229 29 121 60 4 21 21 7 - 833 EBITDA before non-controlling interests ($892) $454 $498 ($29) $479 $179 ($8) $46 $85 $3 ($54) $761 Impairment of assets - 31 103 3 - - - - 2 - - 139 Restructuring costs - 80 - - - - - - - - - 80 Non-service cost of U.S. based pension - (2) - - - - - 2 - - - - FIFO impact unfavorable - - 190 - - - - - - - - 190 Certain share-based compensation expense - (1) 11 - (1) - - - - - - 9 Major scheduled turnaround expense - - 25 - - - - - - - - 25 Expenses related to certain acquisitions - (8) - - - - - - - - - (8) Net loss on extinguishment of debt - - - - 2 - - - - - - 2 Unrealized gain on certain derivatives - - 33 - - - - - - - - 33 Other 1 38 (25) - - (48) 3 14 (45) 2 (2) (62) Adjusted EBITDA before non-controlling interests ($891) $592 $835 ($26) $480 $131 ($5) $62 $42 $5 ($56) $1,169 Adjusted EBITDA attributable to IEP: Net income (loss) ($660) ($112) $91 ($34) $140 $173 ($10) $6 $61 ($4) ($196) ($545) Interest expense, net 242 112 24 - 54 7 - 9 3 - 288 739 Income tax expense (benefit) - 86 54 (24) 34 (98) 1 3 - - (146) (90) Depreciation, depletion and amortization - 278 125 29 81 41 3 15 21 7 - 600 EBITDA attributable to Icahn Enterprises ($418) $364 $294 ($29) $309 $123 ($6) $33 $85 $3 ($54) $704 Impairment of assets - 24 45 3 - - - - 2 - - 74 Restructuring costs - 64 - - - - - - - - - 64 Non-service cost of U.S. based pension - (3) - - - - - 1 - - - (2) FIFO impact unfavorable - - 110 - - - - - - - - 110 Certain share-based compensation expense - (4) 9 - - - - - - - - 5 Major scheduled turnaround expense - - 14 - - - - - - - - 14 Expenses related to certain acquisitions - (6) - - - - - - - - - (6) Net loss on extinguishment of debt - - - - 1 - - - - - - 1 Unrealized gain on certain derivatives - - 19 - - - - - - - - 19 Other - 35 (15) - - (33) 2 10 (45) 2 (2) (46) Adjusted EBITDA attributable to Icahn Enterprises ($418) $474 $476 ($26) $310 $90 ($4) $44 $42 $5 ($56) $937

   

 

Adjusted EBITDA Reconciliation by Segment – Nine Months Ended September 30, 2015 ($Millions) 36 Investment Automotive Energy Metals Railcar Gaming Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) ($263) $0 $347 ($22) $154 $33 ($13) $2 $55 ($3) ($267) $23 Interest expense, net 412 103 35 - 59 8 - 9 2 - 214 842 Income tax expense (benefit) - 30 87 (17) 50 23 1 5 - - 5 184 Depreciation, depletion and amortization - 257 172 22 93 46 4 15 16 5 - 630 EBITDA before non-controlling interests $149 $390 $641 ($17) $356 $110 ($8) $31 $73 $2 ($48) $1,679 Impairment of assets - 10 - - - - - - - - - 10 Restructuring costs - 57 - - - - - - - - - 57 Non-service cost of U.S. based pension - (1) - - - - - 2 - - - 1 FIFO impact unfavorable - - 35 - - - - - - - - 35 Certain share-based compensation expense - (1) 9 - - - - - - - - 8 Major scheduled turnaround expense - - 24 - - - - - - - - 24 Expenses related to certain acquisitions - 7 - - - - - - - - - 7 Net loss on extinguishment of debt - - - - 2 - - - - - - 2 Unrealized gain on certain derivatives - - 18 - - - - - - - - 18 Other 1 12 (25) (1) - 3 3 12 (41) 2 (2) (36) Adjusted EBITDA before non-controlling interests $150 $474 $702 ($18) $358 $113 ($5) $45 $32 $4 ($50) $1,805 Adjusted EBITDA attributable to IEP: Net income (loss) ($119) ($4) $181 ($22) $98 $23 ($10) $1 $55 ($3) ($267) ($67) Interest expense, net 190 84 19 - 42 5 - 7 2 - 214 563 Income tax expense (benefit) - 24 75 (17) 25 16 1 4 - - 5 133 Depreciation, depletion and amortization - 211 94 22 63 31 3 11 16 5 - 456 EBITDA attributable to Icahn Enterprises $71 $315 $369 ($17) $228 $75 ($6) $23 $73 $2 ($48) $1,085 Impairment of assets - 8 - - - - - - - - - 8 Restructuring costs - 47 - - - - - - - - - 47 Non-service cost of U.S. based pension - (1) - - - - - 1 - - - - FIFO impact unfavorable - - 20 - - - - - - - - 20 Certain share-based compensation expense - (1) 8 - - - - - - - - 7 Major scheduled turnaround expense - - 13 - - - - - - - - 13 Expenses related to certain acquisitions - 6 - - - - - - - - - 6 Net loss on extinguishment of debt - - - - 1 - - - - - - 1 Unrealized gain on certain derivatives - - 11 - - - - - - - - 11 Other - 10 (15) (1) - 2 2 9 (41) 2 (2) (34) Adjusted EBITDA attributable to Icahn Enterprises $71 $384 $406 ($18) $229 $77 ($4) $33 $32 $4 ($50) $1,164

   

 

Adjusted EBITDA Reconciliation by Segment – Nine Months Ended September 30, 2014 ($Millions) 37 Investment Automotive Energy Metals Railcar Gaming Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) $467 $28 $350 ($13) $127 $52 $0 $2 $16 $3 ($459) $573 Interest expense, net 189 89 26 41 8 - 11 2 - 216 582 Income tax expense (benefit) - 27 100 (11) 38 18 - 4 - - (10) 166 Depreciation, depletion and amortization - 251 162 19 78 36 - 16 17 5 - 584 EBITDA before non-controlling interests $656 $395 $638 ($5) $284 $114 $0 $33 $35 $8 ($253) $1,905 Impairment of assets - 3 - - - - - 3 - - 6 Restructuring costs - 63 - - - - - - - (2) - 61 Non-service cost of U.S. based pension - (5) - - - - - (1) - - - (6) FIFO impact unfavorable - - 6 - - - - - - - - 6 Certain share-based compensation expense - (4) 11 - 4 - - - - - 11 Major scheduled turnaround expense - - 6 - - - - - - - - 6 Expenses related to certain acquisitions - 15 - - - - - - - - - 15 Net loss on extinguishment of debt - 36 - - 2 - - 16 - - 108 162 Unrealized gain on certain derivatives - - (78) - - - - - - - - (78) Other - 3 - (2) 3 (33) - 1 (2) (2) (4) (36) Adjusted EBITDA before non-controlling interests $656 $506 $583 ($7) $293 $81 $0 $49 $36 $4 ($149) $2,052 Adjusted EBITDA attributable to IEP: Net income (loss) $236 $21 $185 ($13) $80 $35 $0 $1 $16 $3 ($459) $105 Interest expense, net 91 71 15 - 30 5 - 8 2 - 216 438 Income tax expense (benefit) - 18 85 (11) 17 12 - 3 - - (10) 114 Depreciation, depletion and amortization - 203 93 19 56 24 - 12 17 5 - 429 EBITDA attributable to Icahn Enterprises $327 $313 $378 ($5) $183 $76 $0 $24 $35 $8 ($253) $1,086 Impairment of assets - 3 - - - - - 3 - - 6 Restructuring costs - 52 - - - - - - - (2) - 50 Non-service cost of U.S. based pension - (3) - - - - - (1) - - - (4) FIFO impact unfavorable - - 4 - - - - - - - - 4 Certain share-based compensation expense - - 8 - 2 - - - - - 10 Major scheduled turnaround expense - - 4 - - - - - - - - 4 Expenses related to certain acquisitions - 12 - - - - - - - - - 12 Net loss on extinguishment of debt - 31 - - 1 - - 12 - - 108 152 Unrealized gain on certain derivatives - - (49) - - - - - - - - (49) Other - (1) - (2) 2 (23) - 1 (2) (2) (4) (31) Adjusted EBITDA attributable to Icahn Enterprises $327 $407 $345 ($7) $188 $53 $0 $36 $36 $4 ($149) $1,240

   

 

Adjusted EBITDA Reconciliation by Segment – Year Ended December 31, 2014 ($Millions) 38 Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) ($684) ($90) $168 ($25) $188 $269 $9 $22 $2 ($388) ($529) Interest expense, net 299 123 35 - 57 11 14 3 - 290 832 Income tax expense (benefit) - 91 73 (18) 56 (147) 3 - - (161) (103) Depreciation, depletion and amortization - 335 219 26 106 50 22 22 7 - 787 EBITDA before non-controlling interests ($385) $459 $495 ($17) $407 $183 $48 $47 $9 ($259) $987 Impairment of assets - 24 103 3 - - - 5 - - 135 Restructuring costs - 86 - - - - - - (2) - 84 Non-service cost of U.S. based pension - (6) - - - - (1) - - - (7) FIFO impact unfavorable - - 161 - - - - - - - 161 Certain share-based compensation expense - (4) 13 - 3 - - - - - 12 Major scheduled turnaround expense - - 7 - - - - - - - 7 Net loss on extinguishment of debt - 36 - - 2 - 16 - - 108 162 Unrealized gain on certain derivatives - - (63) - - - - - - - (63) Other - 29 - (1) 3 (84) 3 (6) (2) (4) (62) Adjusted EBITDA before non-controlling interests ($385) $624 $716 ($15) $415 $99 $66 $46 $5 ($155) $1,416 Adjusted EBITDA attributable to IEP: Net income (loss) ($305) ($87) $95 ($25) $122 $185 $6 $22 $2 ($388) ($373) Interest expense, net 143 99 20 - 42 7 10 3 - 290 614 Income tax expense (benefit) - 80 64 (18) 26 (102) 2 - - (161) (109) Depreciation, depletion and amortization - 270 124 26 74 34 16 22 7 - 573 EBITDA attributable to Icahn Enterprises ($162) $362 $303 ($17) $264 $124 $34 $47 $9 ($259) $705 Impairment of assets - 19 45 3 - - 5 - - 72 Restructuring costs - 69 - - - - - - (2) - 67 Non-service cost of U.S. based pension - (5) - - - - (1) - - - (6) FIFO impact unfavorable - - 94 - - - - - - - 94 Certain share-based compensation expense - (3) 9 - 2 - - - - - 8 Major scheduled turnaround expense - - 5 - - - - - - - 5 Net loss on extinguishment of debt - 31 - - 1 - 12 - - 108 152 Unrealized gain on certain derivatives - - (41) - - - - - - - (41) Other - 24 - (1) 2 (58) 2 (6) (2) (4) (43) Adjusted EBITDA attributable to Icahn Enterprises ($162) $497 $415 ($15) $269 $66 $47 $46 $5 ($155) $1,013

   

 

Adjusted EBITDA Reconciliation by Segment – Year Ended December 31, 2013 ($Millions) 39 Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) $1,902 $263 $479 ($28) $139 $19 $43 $17 ($16) ($374) $2,444 Interest expense, net 10 108 47 - 40 13 22 4 - 300 544 Income tax (benefit) expense - (180) 195 (20) 31 3 (51) - - (96) (118) Depreciation, depletion and amortization - 296 208 26 92 34 21 23 8 - 708 EBITDA before non-controlling interests $1,912 $487 $929 ($22) $302 $69 $35 $44 ($8) ($170) $3,578 Impairment - 8 - 2 - 3 - 2 1 - 16 Restructuring - 40 - - - - - - 10 - 50 Non-service cost of U.S. based pension - 2 - - - - 3 - - - 5 FIFO impact unfavorable - - (21) - - - - - - - (21) OPEB curtailment gains - (19) - - - - - - - - (19) Certain share-based compensation expense - 5 18 - 5 - - - - - 28 Losses on divestitures - 60 - - - - - - - - 60 Net loss on extinguishment of debt - - (5) - - 5 - - - - - Unrealized gains on certain derivatives - - (51) - - - - - - - (51) Other - 8 (1) 2 4 (11) 29 - (2) - 29 Adjusted EBITDA before non-controlling interests $1,912 $591 $869 ($18) $311 $66 $67 $46 $1 ($170) $3,675 Adjusted EBITDA attributable to IEP: Net income (loss) $812 $250 $289 ($28) $30 $13 $32 $17 ($16) ($374) $1,025 Interest expense, net 4 88 32 - 11 9 16 4 - 300 464 Income tax (benefit) expense - (191) 162 (20) 9 2 (36) - - (96) (170) Depreciation, depletion and amortization - 234 121 26 35 23 15 23 8 - 485 EBITDA attributable to Icahn Enterprises $816 $381 $604 ($22) $85 $47 $27 $44 ($8) ($170) $1,804 Impairment - 7 - 2 - 2 - 2 1 - 14 Restructuring - 31 - - - - - - 10 - 41 Non-service cost of U.S. based pension - 2 - - - - 2 - - - 4 FIFO impact unfavorable - - (15) - - - - - - - (15) OPEB curtailment gains - (15) - - - - - - - - (15) Certain share-based compensation expense - 4 13 - 3 - - - - - 20 Losses on divestitures - 46 - - - - - - - - 46 Net loss on extinguishment of debt - - (3) - - 3 - - - - - Unrealized gains on certain derivatives - - (43) - - - - - - - (43) Other - 6 - 2 23 (7) 21 - (2) - 43 Adjusted EBITDA attributable to Icahn Enterprises $816 $462 $556 ($18) $111 $45 $50 $46 $1 ($170) $1,899

   

 

Adjusted EBITDA Reconciliation by Segment – Year Ended December 31, 2012 ($Millions) 40 Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) $372 ($22) $338 ($58) $92 $30 $6 $19 ($27) $12 $762 Interest expense, net 2 136 38 - 57 12 21 5 - 283 554 Income tax (benefit) expense - (29) 182 (1) 42 4 5 - - (284) (81) Depreciation, depletion and amortization - 289 128 26 83 32 18 23 8 - 607 EBITDA before non-controlling interests $374 $374 $686 ($33) $274 $78 $50 $47 ($19) $11 $1,842 Impairment - 98 - 18 - 2 - - 11 - 129 Restructuring - 26 - - - - 1 - 4 - 31 Non-service cost of U.S. based pension - 35 - - - - 3 - - - 38 FIFO impact unfavorable - - 71 - - - - - - - 71 OPEB curtailment gains - (51) - - - - - - - - (51) Certain share-based compensation expense - (4) 33 - 5 - - - - - 34 Major scheduled turnaround expense - - 107 - - - - - - - 107 Expenses related to certain acquisitions - - 6 - - - - - - - 6 Net loss on extinguishment of debt - - 6 - 2 2 - - - - 10 Unrealized loss on certain derivatives - - 68 - - - - - - - 68 Other - 35 - (1) (2) (3) 3 - 1 - 33 Adjusted EBITDA before non-controlling interests $374 $513 $977 ($16) $279 $79 $57 $47 ($3) $11 $2,318 Adjusted EBITDA attributable to IEP: Net income (loss) $157 ($24) $263 ($58) $29 $21 $4 $19 ($27) $12 $396 Interest expense, net 1 105 31 - 8 8 15 5 - 283 456 Income tax (benefit) expense - (22) 149 (1) 23 3 4 - - (284) (128) Depreciation, depletion and amortization - 224 105 26 13 22 13 23 8 - 434 EBITDA attributable to Icahn Enterprises $158 $283 $548 ($33) $73 $54 $36 $47 ($19) $11 $1,158 Impairment - 76 - 18 - 1 - - 11 - 106 Restructuring - 20 - - - - 1 - 4 - 25 Non-service cost of U.S. based pension - 27 - - - - 2 - - - 29 FIFO impact unfavorable - - 58 - - - - - - - 58 OPEB curtailment gains - (40) - - - - - - - - (40) Certain share-based compensation expense - (3) 27 - 3 - - - - - 27 Major scheduled turnaround expense - - 88 - - - - - - - 88 Expenses related to certain acquisitions - - 4 - - - - - - - 4 Net loss on extinguishment of debt - - 5 - 1 1 - - - - 7 Unrealized loss on certain derivatives - - 57 - - - - - - - 57 Other - 27 - (1) - (2) 2 - 1 - 27 Adjusted EBITDA attributable to Icahn Enterprises $158 $390 $787 ($16) $77 $54 $41 $47 ($3) $11 $1,546

   

 

Adjusted net income attributable to Icahn Enterprises reconciliation 41 ($ in millions) 2015 2014 2015 2014 Net (loss) income attributable to Icahn Enterprises ($440) ($355) ($67) $105 Loss on extinguishment of debt attributable to Icahn Enterprises - - 1 152 Adjusted net (loss) income attributable to Icahn Enterprises ($440) ($355) ($66) $257 Three Months Ended September 30, Nine Months Ended September 30, The following is a reconciliation of net income attributable to Icahn Enterprises, presented and reported in accordance with U.S. generally accepted accounting principles, to adjusted net income attributable to Icahn Enterprises, adjusted for gains or losses on extinguishment of debt attributable to Icahn Enterprises: