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 15, 2018
(Commission File Number) | (Exact Name of Registrant as Specified in Its Charter) (Address of Principal Executive Offices) (Zip Code) (Telephone Number) | (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
1-9516 | ICAHN ENTERPRISES L.P. | Delaware | 13-3398766 |
767 Fifth Avenue, Suite 4700 New York, NY 10153 (212) 702-4300 | |||
333-118021-01 | ICAHN ENTERPRISES HOLDINGS L.P. | Delaware | 13-3398767 |
767 Fifth Avenue, Suite 4700 New York, NY 10153 (212) 702-4300 | |||
N/A
(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:
o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Section 7 - Financial Information
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 or Icahn Enterprises Holdings 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.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 - Presentation Materials.
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the 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 | ||
By: | /s/ Peter Reck | ||
Peter Reck | |||
Chief Accounting Officer | |||
Date: November 15, 2018
ICAHN ENTERPRISES HOLDINGS L.P. | |||
(Registrant) | |||
By: | Icahn Enterprises G.P. Inc., its general partner | ||
By: | /s/ Peter Reck | ||
Peter Reck | |||
Chief Accounting Officer | |||
Date: November 15, 2018
2
Icahn Enterprises L.P. Investor Presentation November 2018
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 27A of the Securities Act of 1933, as amended, and Section 21E 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, 2017 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. 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 and Indicative Net Asset Value. 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, 2017 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in the back of this presentation. 2
Company Overview 3
Overview of Icahn Enterprises ▪ Icahn Enterprises L.P. is a diversified holding company with operating segments in Investment, Automotive, Energy, Mining, Railcar, Food Packaging, Metals, Real Estate and Home Fashion ▪ IEP is majority owned and controlled by Carl Icahn – Over many years, Carl Icahn has contributed most of his businesses to and executed transactions primarily through IEP – As of September 30, 2018, Carl Icahn and his affiliates owned approximately 91.5% of IEP’s outstanding depositary units ▪ IEP benefits from cash flows from its subsidiaries: – CVR Energy: $3.00 per share annualized dividend – American Railcar Inc: $1.60 per share annualized dividend – Recurring cash flows from our Real Estate segment ▪ IEP has daily liquidity through its ability to redeem its investment in the funds on a daily basis ▪ IEP has a $7.00 annual distribution (10.2% yield as of October 31, 2018) ($ millions) As of September 30, 2018 Twelve Months Ended September 30, 2018 Net Income Adj. EBITDA Segment Assets Revenue Attrib. to IEP Attrib. to IEP Investment(1) $ 7,802 $ 20 $ (20) $ 7 Automotive 3,164 2,850 (80) (37) Energy 4,852 6,990 370 345 Metals 233 465 (40) 25 Railcar 1,498 667 174 88 Mining 290 97 4 11 Food Packaging 515 386 (23) 45 Real Estate 1,026 229 136 56 Home Fashion 175 171 (19) (7) Holding Company 617 105 30 85 Discontinued Operations 8,857 8,917 338 — Total $ 29,029 $ 20,897 $ 870 $ 618 (1) Investment segment total assets represents book value of equity 4
Summary Corporate Organizational Chart Icahn 1% Icahn Enterprises L.P. Enterprises G.P. Inc. (NasdaqGS: IEP) 99% LP Interest 1% Icahn Enterprises Holdings L.P. As of September 30, 2018, Icahn Enterprises had 100% American Railcar Leading North American manufacturer of hopper and investments with a fair market value of approximately Icahn Capital LP 62% Industries, Inc. tank railcars and provider of railcar repair and $3.0 billion in the Investment Funds (NasdaqGS:ARII) maintenance services One of the largest independent metal recycling 100% PSC Metals Inc. companies in the US 77% Ferrous Resources Brazilian iron ore producer Consists of rental commercial real estate, property AREP Real Estate 100% Viskase development and associated resort activities Holdings, LLC One of the worldwide leaders in cellulosic, fibrous and 79% Companies Inc. plastic casings for processed meat industry (OTCPK:VKSC) 100% WestPoint Home Provider of home textile products for nearly 200 years LLC 71% CVR Energy Inc. Holding company that owns substantial interests in two (NYSE: CVI) separate operating subsidiaries Engaged in the distribution of automotive parts in the Icahn Automotive 100% aftermarket as well as providing automotive services Group LLC 81% 34% CVR Refining, LP CVR Partners, LP (NYSE: CVRR) (NYSE: UAN) 4% 34% 185k bpd capacity oil refining Producer and distributer of company in the mid-continent nitrogen fertilizer products region of the United States Note: Percentages denote equity ownership as of October 31, 2018. Excludes intermediary and pass through entities. 5
Diversified Subsidiary Companies with Significant Inherent Value ▪ 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 Strategically located mid-continent petroleum refiner and A leading, vertically integrated manufacturer of railcars, railcar nitrogen fertilizer producer generating record profitability services and railcar leasing. Engaged in the distribution of automotive parts in the aftermarket A Brazilian iron ore mining operation that supplies iron ore as well as providing automotive services products to the global steel industry Leading global market position in non-edible meat casings Established regional footprint positioned to actively participate poised to capture further growth in emerging markets in consolidation of the highly fragmented scrap metal market AREP Real Estate Holdings, LLC 200 year heritage with some of the best known brands in home Long-term real estate investment horizon with strong, steady fashion; consolidation likely in fragmented sector cash flows The Company’s diversification across multiple industries and geographies provides a natural hedge against cyclical and general economic swings 6
Evolution of Icahn Enterprises ▪ IEP began as American Real Estate Partners, which was founded in 1987, and has grown its diversified portfolio to nine operating segments and approximately $31 billion of assets as of September 30, 2018 ▪ IEP has demonstrated a history of successfully acquiring undervalued assets and improving and enhancing their operations and financial 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 pre-tax gain of $0.6 billion – In 2008, IEP sold its investment in American Casino & Entertainment Properties for $1.2 billion, resulting in a pre-tax gain of $0.7 billion – In 2017, IEP sold American Railcar Leasing for $3.4 billion, resulting in a pre-tax gain of $1.7 billion – In 2018, IEP sold Federal-Mogul for $5.1 billion and Tropicana for $1.5 billion. IEP announced the sale of ARI for aggregate consideration of $1.75 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 – Acquired Pep Boys in 2016 Timeline of Recent Acquisitions and Exits As of December 31, 2008 Current(1) ▪ Mkt. Cap: $1.9bn ▪ Mkt. Cap: $12.8bn ▪ Total Assets: $18.8bn ▪ Total Assets: $31.0bn American Railcar Industries CVR Refining & CVR Partners IEH Auto Parts Holding American Railcar Federal-Mogul & 1/15/10: 54.4% of ARI’s shares 2013: CVR Refining completed IPO 6/1/15: Acquired substantially all of the Leasing Tropicana outstanding were contributed by Carl and secondary offering. CVR Partners auto part assets in the U.S. of Uni- 2017: Sale of ARL for 10/1/18: Sold Federal- Icahn in exchange for IEP depositary completed a secondary offering Select Inc. $3.4 billion and a pre- Mogul for $5.1 billion and units tax gain of $1.7 billion Tropicana for $1.5 billion Year: 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Viskase Tropicana Entertainment CVR Energy American Railcar Ferrous Resources Pep Boys American Railcar 1/15/10: 71.4% of Viskase’s 11/15/10: Received an 5/4/12: Acquired a majority Leasing 6/8/15: IEP 2/4/16: IEP Industries shares outstanding were equity interest as a result interest in CVR via a tender 10/2/13: Acquired 75% acquired a acquired Pep 10/22/18: Announced the contributed by Carl Icahn in of a Ch.11 restructuring offer to purchase all of ARL from companies controlling interest in Boys sale of ARI for an aggregate exchange for IEP and subsequently acquired outstanding shares of CVR wholly owned by Carl Ferrous Resources consideration of $1.75 billion; depositary units a majority stake Icahn IEP to receive $831 million in cash (1) Market capitalization as of October 31, 2018 and balance sheet data as of September 30, 2018. 7
Ability to Maximize Shareholder Value Through Proven Activist Strategy ▪ IEP seeks undervalued companies and often becomes “actively” involved in the targeted companies Putting Activism into Action ▪ Activist strategy requires significant capital, rapid execution and willingness to take control of companies ▪ With over 300 years of collective ▪ Implement changes required to improve experience, IEP’s investment and legal team is capable of unlocking businesses ▪ IEP pursues its activist strategy a target’s hidden value and seeks to promulgate change – Financial / balance sheet – Dealing with the board and restructuring management – Operation turnarounds – Proxy fights – Strategic initiatives Purchase of Stock or Debt – Tender offers – Corporate governance changes – Taking control ▪ Mr. Icahn and Icahn Capital have a long and successful track record of generating significant returns employing the activist strategy – IEP’s subsidiaries often started out as investment positions in debt or equity either directly by Icahn Capital or Mr. Icahn 8
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 will make necessary investments to ensure subsidiary companies can compete effectively Select Examples of Strategic and Financial Initiatives ▪ Historically, two businesses had a natural synergy ▪ Structured as a C-Corporation – Motorparts benefited from OEM pedigree and scale – Investors seeking more favorable alternative structures ▪ Review of business identified numerous dis-synergies by ▪ Review of business identifies opportunity for significant cash having both under one business flow generation Situation Overview – Different customers, methods of distribution, cost – High quality refiner in underserved market structures, engineering and R&D, and capital – Benefits from increasing North American oil production requirements – Supported investment in Wynnewood refinery and UAN plant expansion ▪ Strong investor appetite for yield oriented investments ▪ Contributed assets to a separate MLP and subsequently Strategic / Financial ▪ Adjusted business model to separate Powertrain and Initiative Motorparts into two separate businesses launched CVR Refining IPO and secondary Offerings; completed CVR Partners secondary offering ▪ Separation improved management focus for the respective ▪ CVR Energy stock up approximately 133.3%, including Result (1) segments. IEP sold Federal-Mogul for $5.1 billion in 2018. dividends, from tender offer price of $30.00 (1) Based on CVR Energy’s stock price as of October 31, 2018 and the $30 tender offer price which closed in May 2012. 9
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 Years of Industry Name Title Years at Icahn Experience Keith Cozza President & Chief Executive Officer, Icahn Enterprises L.P. 14 17 SungHwan Cho Chief Financial Officer, Icahn Enterprises L.P. 12 21 Courtney Mather Portfolio Manager, Icahn Capital 4 19 Nick Graziano Portfolio Manager, Icahn Capital 3 23 Brett Icahn Consultant, Icahn Enterprises L.P. 13 13 Jesse Lynn General Counsel, Icahn Enterprises L.P. 14 23 Andrew Langham General Counsel, Icahn Enterprises L.P. 13 19 10
Overview of Operating Segments 11
Segment: Investment Segment Description Highlights and Recent Developments ▪ IEP invests its proprietary capital through various ▪ Since inception in 2004 through September 30, 2018 the Investment Funds’ cumulative private investment funds (the “Investment Funds”) return was approximately 128.3%, representing an annualized rate of return of managed by the Investment segment approximately 6.1% ▪ Fair value of IEP’s interest in the Investment Funds was ▪ Long history of investing in public equity and debt securities and pursuing activist agenda approximately $3.0 billion as of September 30, 2018 ▪ Employs an activist strategy that seeks to unlock hidden value through various tactics IEP has daily liquidity through its ability to redeem its ▪ – Financial / balance sheet restructurings (e.g., CIT Group, Apple) investment in the Investment Funds on a daily basis – Operational turnarounds (e.g., Motorola, Navistar) – Strategic initiatives (e.g., Motorola, eBay, Manitowoc) – Corporate governance changes (e.g., eBay, Gannet) ▪ As of September 30, 2018, the Investment Funds’ had a net short notional exposure of 26% Historical Segment Financial Summary Historical Returns(2) LTM Investment Segment FYE December 31, September 30, ($ millions) 2015 2016 2017 2018 Select Income Statement Data: Total revenue $ (865) $ (1,223) $ 297 $ 20 Net (loss) income (1,665) (1,487) 118 (56) 33.3% 34.5% (3) 30.8% Net (loss) income attrib. to IEP (760) (604) 80 (20) 15.2% 20.2% 2.1% 3.5% Select Balance Sheet Data(1): (7.4)% (18)% Total Equity $ 7,541 $ 5,396 $ 7,417 $ 7,802 (20.3)% Equity attributable to IEP 3,428 1,669 3,052 3,003 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 (4) (1) Balance Sheet data as of the end of each respective fiscal period. (2) Represents a weighted-average composite of the gross returns, net of expenses for the Investment Funds. (3) 2012 gross 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 Funds returns were approximately 6.6% when excluding returns on CVR Energy after it became a consolidated entity. 12 (4) For the nine months ended September 30, 2018
Segment: Energy Segment Description Highlights and Recent Developments ▪ CVR Energy, Inc. (NYSE:CVI) operates as a holding ▪ In August 2018, CVR Energy completed an exchange offer to acquire additional company that owns majority interests in two common units of CVR Refining in exchange for shares of CVR Energy common separate operating subsidiaries: CVR Refining, LP stock. As a result: (NYSE:CVRR) and CVR Partners, LP (NYSE:UAN) – CVR Energy and its affiliates own approximately 84.5% of CVR Refining’s – CVR Refining is an independent petroleum refiner outstanding common units and marketer of high-value transportation fuels in – IEP ownership in CVR Energy reduced to 70.8% the mid-continent of the United States – CVR Partners is a manufacturer of ammonia and ▪ CVR Energy's annualized dividend is $3.00 per unit urea ammonium nitrate solution fertilizer products – CVR Refining declared distributions of $2.07 per common unit for the nine months of operations in 2018 CVR Refining Historical Segment Financial Summary ▪ Strategic location and complex refineries allows CVR to benefit from access to price LTM advantaged crude oil Energy Segment FYE December 31, September 30, ($ millions) 2015 2016 2017 2018 – Approximately 206,500 bpcd of crude processing Select Income Statement Data: – Access to quality and price advantaged crude – 100% of crude purchased is Total revenue $ 5,442 $ 4,764 $ 5,918 $ 6,990 WTI based Adjusted EBITDA 755 313 429 625 Net income (loss) 7 (604) 275 529 Adjusted EBITDA attrib. to IEP 436 156 229 345 CVR Partners Net income (loss) attrib. to IEP 25 (327) 229 370 ▪ CVR Partners acquired an additional fertilizer plant in April 2016, giving it Select Balance Sheet Data(1): geographic and feed stock diversity Total assets $ 4,888 $ 5,013 $ 4,700 $ 4,852 Equity attributable to IEP 1,508 1,034 1,098 1,231 – Large geographic footprint serving the Southern Plains and Corn Belt region – 2018 UAN summer fill prices improved $30 to $40 per ton over last year (1) Balance Sheet data as of the end of each respective fiscal period. 13
Segment: Automotive Segment Description Highlights and Recent Developments ▪ We conduct our Automotive segment through our wholly owned subsidiary Icahn Automotive Group ▪ In October 2018, IEP sold Federal-Mogul, which was previously reported in our LLC ("Icahn Automotive"). Automotive segment. IEP is reporting their respective results in discontinued operations, and we have reclassified the assets and liabilities of each disposal ▪ Icahn Automotive is engaged in the retail and group to held for sale in our balance sheet. wholesale distribution of automotive parts in the aftermarket as well as providing automotive repair and maintenance services to its customers. ▪ Icahn Automotive is in the process of implementing a multi-year transformation plan. Key priorities include: – Continued integration of the businesses including, but not limited to, supply chain and information technology capabilities – Positioning the service business to take advantage of opportunities in the do-it- for-me market and vehicle fleets – Growing the commercial parts distribution business in high volume markets Historical Segment Financial Summary – Optimizing inventory across parts and tire distribution network LTM Automotive Segment FYE December 31, September 30, (2) (2) ($ millions) 2015 2016 2017 2018 Select Income Statement Data: Total revenue $ 396 $ 2,503 $ 2,729 $ 2,850 Adjusted EBITDA 12 108 3 (37) Net (loss) income (4) 19 (51) (80) Adjusted EBITDA attrib. to IEP 12 108 3 (37) Net (loss) income attrib. to IEP (4) 19 (51) (80) Select Balance Sheet Data(1): Total assets $ 478 $ 2,573 $ 3,011 $ 3,164 Equity attributable to IEP 249 1,319 1,727 1,891 (1) Balance Sheet data as of the end of each respective fiscal period. (2) Results include IEH Auto Parts Holding LLC beginning June 1, 2015 and Pep Boys beginning February 3, 2016 14
Segment: Railcar Segment Description Highlights and Recent Developments ▪ American Railcar Industries, Inc. (NASDAQ:ARII) operates in three business segments: ▪ In October 2018, IEP announced a definitive agreement to sell ARI for aggregate manufacturing operations, railcar services and consideration of $1.75 billion leasing – IEP to receive $831 million in cash – Transaction expected to close Q4 2018 ▪ Sold American Railcar Leasing for $3.4 billion in 2017 ▪ Railcar manufacturing Historical Segment Financial Summary – Tank railcar demand impacted by volatile crude oil prices LTM – In August 2018, announced multi-year order for up to 12,000 railcars Railcar Segment FYE December 31, September 30, ($ millions) 2015 2016 2017 2018 Net Sales/Other Revenues From Operations: ▪ Approximately 13,500 railcars(2) in ARI’s lease fleet provide stable cash flows Manufacturing $ 440 $ 430 $ 265 $ 235 Railcar leasing 452 471 300 103 Railcar services 47 51 70 56 ▪ ARI annualized dividend is $1.60 per share Total $ 939 $ 952 $ 635 $ 394 Gross Margin: Manufacturing $ 102 $ 64 $ 16 $ 14 Railcar leasing 276 276 216 63 Railcar services 22 23 20 8 Total $ 400 $ 363 $ 252 $ 85 Adjusted EBITDA attrib. to IEP $ 318 $ 379 $ 223 $ 88 Net income attrib. to IEP $ 137 $ 150 $ 1,214 $ 174 Total assets(1) $ 3,681 $ 3,332 $ 1,487 $ 1,498 Equity attributable to IEP(1) $ 742 $ 444 $ 428 $ 421 (1) Balance Sheet data as of the end of each respective fiscal period. (2) As of September 30, 2018. 15 .
Segment: Food Packaging Segment Description Highlights and Recent Developments ▪ Viskase Companies, Inc (OTCPK:VKSC) is a worldwide leader in the production and sale of ▪ Future growth expected to be driven by changing diets of a growing middle class cellulosic, fibrous and plastic casings for the in emerging markets processed meat and poultry industry – Majority of revenues from emerging markets ▪ Leading worldwide manufacturer of non-edible – Acquired a plastic casing manufacturer in Poland in December 2016 and a cellulosic casings for small-diameter meats (hot fibrous casing manufacturer in January 2017 dogs and sausages) – Leading manufacturer of non-edible fibrous ▪ Developed markets remain a steady source of income casings for large-diameter meats (sausages, salami, hams and deli meats) – Distribution channels to certain customers spanning more than 50 years ▪ Significant barriers to entry – Technically difficult chemical production process Historical Segment Financial Summary – Significant environmental and food safety regulatory requirements LTM Food Packaging Segment FYE December 31, September 30, – Substantial capital cost ($ millions) 2015 2016 2017 2018 Select Income Statement Data: Total revenue $ 335 $ 328 $ 389 $ 386 ▪ Rights offering completed in January 2018 raising $50 million Adjusted EBITDA 59 55 62 59 Net (loss) income (3) 8 (6) (29) Adjusted EBITDA attrib. to IEP $ 43 $ 40 $ 45 $ 45 Net (loss) income attrib. to IEP (3) 6 (5) (23) Select Balance Sheet Data(1): Total assets $ 416 $ 428 $ 487 $ 515 Equity attributable to IEP 23 25 28 56 (1) Balance Sheet data as of the end of each respective fiscal period. 16
Segment: Metals Segment Description Highlights and Recent Developments ▪ PSC Metals, Inc. is one of the largest independent metal recycling companies in the U.S. ▪ Increasing global demand for steel and other metals drives demand for U.S. scrap ▪ Collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers ▪ Scrap recycling process is “greener” than virgin steel production ▪ Strong regional footprint (Upper Midwest, St. Louis – Electric arc furnace drive scrap demand and are significantly more energy Region and the South) 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 Historical Segment Financial Summary LTM ▪ Product diversification will reduce volatility through cycles Metals Segment FYE December 31, September 30, ($ millions) 2015 2016 2017 2018 – Expansion of non-ferrous share of total business Select Income Statement Data: Total revenue $ 365 $ 269 $ 408 $ 465 Adjusted EBITDA (29) (15) 20 25 Net loss (51) (20) (44) (40) Adjusted EBITDA attrib. to IEP (29) (15) 20 25 Net loss attrib. to IEP (51) (20) (44) (40) Select Balance Sheet Data(1): Total assets $ 215 $ 193 $ 226 $ 233 Equity attributable to IEP 182 155 182 179 (1) Balance Sheet data as of the end of each respective fiscal period. 17
Segment: Real Estate Segment Description Highlights and Recent Developments ▪ Consists of rental real estate, property development and club operations ▪ Business strategy is based on long-term investment outlook and operational expertise Rental Real Estate Operations ▪ Rental real estate consists primarily of retail, office and industrial properties leased to single corporate tenants ▪ In August 2018, our Real Estate segment sold a commercial rental property for $139 million, resulting in a pretax gain on disposition of assets of $67 million. ▪ Property development is focused on the construction and sale of single and multi-family houses, lots in ▪ Net lease portfolio overview subdivisions and planned communities and raw land for residential development – Single tenant (Over $100bn market cap, A- credit) for one large building with a lease through 2021 ▪ Club operations focus on operating golf club and related – 9 legacy properties with 1.6 million square feet: 48% Office, 30% Industrial, 22% Retail activities ▪ Maximize value of commercial lease portfolio through effective management of existing properties Historical Segment Financial Summary – Seek to sell assets on opportunistic basis LTM Real Estate Segment FYE December 31, September 30, Property Development & Club Operations ($ millions) 2015 2016 2017 2018 Select Income Statement Data: ▪ New Seabury in Cape Cod, Massachusetts and Grand Harbor in Vero Beach, Florida Net sales and other revenues include land for future residential development of approximately 257 and 1,119 units, from operations $ 90 $ 88 $ 88 $ 102 respectively Adjusted EBITDA 45 35 40 56 Net income 61 5 549 136 ▪ Club operations in New Seabury, Cape Cod and Grand Harbor, Vero Beach focus on operating golf club and related activities Adjusted EBITDA attrib. to IEP 45 35 40 56 Net income attrib. to IEP 61 5 549 136 ▪ Includes hotel, timeshare and casino resort property in Aruba and Plaza Hotel and Select Balance Sheet Data(1): Casino in Atlantic City, NJ, which ceased operations in 2014 Total assets $ 701 $ 721 $ 931 $ 1,026 Equity attributable to IEP 656 674 846 941 (1) Balance Sheet data as of the end of each respective fiscal period. 18
Segment: Mining Segment Description Highlights and Recent Developments ▪ Ferrous Resources has rights to certain iron ore mineral resources in Brazil and develops mining ▪ IEP acquired a controlling interest in Ferrous Resources in June 2015 operations and related infrastructure to produce and sell iron ore products to the global steel ▪ Mining segment has been concentrating on sales in Brazil, where the best industry. margins are being captured – Significant iron ore assets in the State of Minas Gerais, Brazil, known as Viga, Viga Norte, ▪ Iron ore prices have recovered significantly due to increased demand from China Esperança, Serrinha and Santanense. – Mineral rights near Jacuípe in the State of Bahia, Brazil. Historical Segment Financial Summary LTM Mining Segment FYE December 31, September 30, ($ millions) 2015 2016 2017 2018 Select Income Statement Data: Total revenue $ 28 $ 63 $ 93 $ 97 Adjusted EBITDA (9) 2 22 12 Net (loss) income (195) (24) 10 2 Adjusted EBITDA attrib. to IEP (6) 1 17 11 Net (loss) income attrib. to IEP (150) (19) 9 4 Select Balance Sheet Data(1): Total assets $ 203 $ 219 $ 265 $ 290 Equity attributable to IEP 95 104 138 166 (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 19
Segment: Home Fashion Segment Description Highlights and Recent Developments ▪ WestPoint Home LLC is engaged in manufacturing, sourcing, marketing, distributing and selling home ▪ One of the largest providers of home textile goods in the United States fashion consumer products ▪ WestPoint Home owns many of the most well- ▪ Transitioned majority of manufacturing to low cost plants overseas known brands in home textiles including Martex, Grand Patrician, Luxor and Vellux ▪ Streamlined merchandising, sales and customer service divisions ▪ WPH also licenses brands such as IZOD, Under the Canopy, Southern Tide and Portico ▪ 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 Historical Segment Financial Summary – Continued strength with institutional customers LTM Home Fashion Segment FYE December 31, September 30, ($ millions) 2015 2016 2017 2018 ▪ Consolidation opportunity in fragmented industry Select Income Statement Data: Total revenue $ 194 $ 196 $ 183 $ 171 Adjusted EBITDA 6 (1) (9) (7) Net loss (4) (12) (20) (19) Adjusted EBITDA attrib. to IEP 6 (1) (9) (7) Net loss attrib. to IEP (4) (12) (20) (19) Select Balance Sheet Data(1): Total assets $ 206 $ 193 $ 183 $ 175 Equity attributable to IEP 176 164 144 134 (1) Balance Sheet data as of the end of each respective fiscal period. 20
Financial Performance 21
Financial Performance Net Income (loss) from Continuing Operations Attributable to Adjusted EBITDA Attributable to Icahn Enterprises Icahn Enterprises $2,316 $742 $618 $315 $532 $174 $(958) $(1,089) FYE 2015 FYE 2016 FYE 2017 LTM 9/30/18 FYE 2015 FYE 2016 FYE 2017 LTM 9/30/18 LTM LTM FYE December 31, September 30, FYE December 31, September 30, ($ millions) 2015 2016 2017 2018 ($ millions) 2015 2016 2017 2018 Net income (loss) from continuing operations attributable to Icahn Enterprises: Adjusted EBITDA attributable to Icahn Enterprises: Investment $ (760) $ (604) $ 80 $ (20) Investment $ (500) $ (528) $ 138 $ 7 Automotive (4) 19 (51) (80) Automotive 12 108 3 (37) Energy 25 (327) 229 370 Energy 436 156 229 345 Metals (51) (20) (44) (40) Metals (29) (15) 20 25 Railcar 137 150 1,214 174 Railcar 318 379 223 88 Mining (150) (19) 9 4 Mining (6) 1 17 11 Food Packaging (3) 6 (5) (23) Food Packaging 43 40 45 45 Real Estate 61 5 549 136 Real Estate 45 35 40 56 Home Fashion (4) (12) (20) (19) Home Fashion 6 (1) (9) (7) Holding Company (209) (287) 355 30 Holding Company (10) (1) 36 85 Net income (loss) from continuing operations attributable to Icahn Adjusted EBITDA attributable to Enterprises $ (958) $ (1,089) $ 2,316 $ 532 Icahn Enterprises $ 315 $ 174 $ 742 $ 618 22
Consolidated Financial Snapshot ($ Millions) Nine Months Ended LTM FYE December 31, September 30, September 30, 2015 2016 2017 2017 2018 2018 Net income from continuing operations: Investment $ (1,665) $ (1,487) $ 118 $ 440 $ 266 $ (56) Automotive (4) 19 (51) (36) (65) (80) Energy 7 (604) 275 15 269 529 Metals (51) (20) (44) 4 8 (40) Railcar 213 183 1,267 1,074 36 229 Mining (195) (24) 10 10 2 2 Food Packaging (3) 8 (6) 8 (15) (29) Real Estate 61 5 549 500 87 136 Home Fashion (4) (12) (20) (11) (10) (19) Holding Company (209) (287) 355 259 (67) 29 Net (loss) income from continuing operations $ (1,850) $ (2,219) $ 2,453 $ 2,263 $ 511 $ 701 Less: net income from continuing operations attributable to NCI (892) (1,130) 137 236 268 169 Net (loss) income from continuing operations attributable to IEP $ (958) $ (1,089) $ 2,316 $ 2,027 $ 243 $ 532 Adjusted EBITDA: Investment $ (1,100) $ (1,257) $ 284 $ 574 $ 299 $ 9 Automotive 12 108 3 48 8 (37) Energy 755 313 429 348 544 625 Metals (29) (15) 20 16 21 25 Railcar 492 458 276 245 115 146 Mining (9) 2 22 22 12 12 Food Packaging 59 55 62 45 42 59 Real Estate 45 35 40 23 39 56 Home Fashion 6 (1) (9) (4) (2) (7) Holding Company (10) (1) 36 35 84 85 Consolidated Adjusted EBITDA $ 221 $ (303) $ 1,163 $ 1,352 $ 1,162 $ 973 Less: Adjusted EBITDA attributable to NCI (94) (477) 421 539 473 355 Adjusted EBITDA attributable to IEP $ 315 $ 174 $ 742 $ 813 $ 689 $ 618 Capital expenditures $ 825 $ 360 $ 486 $ 333 $ 276 $ 429 23
Strong Balance Sheet ($ Millions) As of September 30, 2018 Food Home Holding Discontinued Investment Automotive Energy Metals Railcar Mining Packaging Real Estate Fashion Company Operations Consolidated Assets Cash and cash equivalents $ 5 $ 46 $ 702 $ 20 $ 74 $ 19 $ 49 $ 40 $ 1 $ 97 $ — $ 1,053 Cash held at consolidated affiliated partnerships and restricted cash 637 — — 1 19 — 1 141 2 — — 801 Investments 8,711 24 83 — 20 — — 15 — 479 — 9,332 Accounts receivable, net — 259 214 62 40 8 78 8 31 — — 700 Inventories, net — 1,234 427 30 80 26 98 — 66 — — 1,961 Property, plant and equipment, net — 947 3,049 108 1,231 215 167 392 70 — — 6,179 Goodwill and intangible assets, net — 497 283 3 7 — 34 25 — — — 849 Assets held for sale — — 33 1 — — — — — 8,857 8,891 Other assets 395 157 61 8 27 22 88 405 5 41 — 1,209 Total assets $ 9,748 $ 3,164 $ 4,852 $ 233 $ 1,498 $ 290 $ 515 $ 1,026 $ 175 $ 617 $ 8,857 $ 30,975 Liabilities and Equity Accounts payable, accrued expenses and other liabilities $ 1,078 $ 914 $ 1,147 $ 53 $ 295 $ 48 $ 168 $ 61 $ 37 $ 65 $ — $ 3,866 Securities sold, not yet purchased, at fair value 625 — — — — — — — — — — 625 Due to brokers 243 — — — — — — — — — — 243 Liabilities held for sale — — — — — — — — — — 5,998 5,998 Debt — 359 1,168 1 527 53 271 19 4 5,505 — 7,907 Total liabilities 1,946 1,273 2,315 54 822 101 439 80 41 5,570 5,998 18,639 Equity attributable to Icahn Enterprises 3,003 1,891 1,231 179 421 166 56 941 134 (4,960) 2,550 5,612 Equity attributable to non-controlling interests 4,799 — 1,306 — 255 23 20 5 — 7 309 6,724 Total equity 7,802 1,891 2,537 179 676 189 76 946 134 (4,953) 2,859 12,336 Total liabilities and equity $ 9,748 $ 3,164 $ 4,852 $ 233 $ 1,498 $ 290 $ 515 $ 1,026 $ 175 $ 617 $ 8,857 $ 30,975 24
IEP Summary Financial Information ($ Millions) ▪ 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 Actual As of Pro Forma(1) Sep 30 Dec 31 Mar 31 Jun 30 Sep 30 Sep 30 2017 2017 2018 2018 2018 2018 Market-valued Subsidiaries and Investments: Holding Company interest in Funds(2) $ 2,882 $ 3,052 $ 3,214 $ 3,354 $ 3,003 $ 4,856 CVR Energy(3) 1,844 2,651 2,152 2,634 2,864 2,864 CVR Refining - direct holding(3) 57 95 75 129 113 113 American Railcar Industries(3) 458 494 444 469 547 831 Tenneco Inc.(3) — — — — — 1,241 Total market-valued subsidiaries and investments $ 5,241 $ 6,293 $ 5,885 $ 6,585 $ 6,527 $ 9,905 Other Subsidiaries: Tropicana(4) $ 1,440 $ 1,439 $ 1,510 $ 1,509 $ 1,566 $ — Viskase(5) 179 173 209 198 185 185 Federal-Mogul(6) 1,690 1,690 2,414 2,094 2,041 — Real-Estate Holdings(2) 851 824 821 821 888 420 PSC Metals(2) 169 182 185 177 179 179 WestPoint Home(2) 153 144 139 137 134 134 RemainCo(7) 537 18 3 1 — — Ferrous Resources(2) 123 138 143 154 166 166 Icahn Automotive Group(2) 1,487 1,728 1,853 1,877 1,891 1,891 Trump Entertainment(2) 64 22 21 23 27 27 Total other subsidiaries $ 6,693 $ 6,359 $ 7,297 $ 6,990 $ 7,077 $ 3,002 Add: Holding Company cash and cash equivalents(8) 484 526 199 79 97 1,078 Less: Holding Company debt(8) (5,508) (5,507) (5,506) (5,505) (5,505) (5,505) Add: Other Holding Company net assets(9) 175 189 226 273 448 448 Indicative Net Asset Value $ 7,085 $ 7,860 $ 8,101 $ 8,422 $ 8,644 $ 8,928 Note: Indicative net asset value does not purport to reflect a valuation of IEP. The calculated Indicative net asset value does 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 the 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 correctness of indicative net asset value as of these dates or with respect to any future indicative or prospective results which may vary. (1) Pro forma includes the proceeds from the sale of Federal-Mogul and Tropicana, which occurred at the beginning of Q4 2018, as well as real estate segment distributions from sale proceeds and loan receivable repayments and investment in the Funds of approximately $1.85 billion. ARI value is based on the announced sale price. (2) Represents equity attributable to us as of each respective date. (3) Based on closing share price on each date (or if such date was not a trading day, the immediately preceding trading day) and the number of shares owned by the Holding Company as of each respective date. (4) Amounts based on market comparables due to lack of material trading volume, valued at 9.0x Adjusted EBITDA for the twelve months ended September 30, 2017, December 31, 2017. March 31, 2018, June 30, 2018 and September 30, 2018 value is pro-forma the announced sale of Tropicana. (5) Amounts based on market comparables due to lack of material trading volume, valued at 9.0x Adjusted EBITDA for the twelve months ended September 30, 2017, December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018. (6) September 30, 2017 and December 31, 2017 based on the value of IEP’s tender offer during Q1 2017. March 31, 2018, June 30, 2018 and September 30, 2018 value is pro-forma the announced sale to Tenneco Inc. (7) Represents the option purchase price of the remaining cars not sold in the initial ARL sale, plus working capital as of that date. (8) Holding Company’s balance as of each respective date. 25 (9) Holding Company’s balance as of each respective date. For March 31, 2018, the distribution payable was adjusted to $24 million, which represents the actual distribution paid subsequent to March 31, 2018.
Appendix Adjusted EBITDA 26
Non-GAAP Financial Measures The Company uses certain non-GAAP financial measures in evaluating its performance. These include non-GAAP EBITDA and Adjusted EBITDA. EBITDA represents earnings from continuing operations before interest expense, income tax (benefit) expense and depreciation and amortization. We define Adjusted EBITDA as EBITDA excluding the effects of impairment, restructuring costs, certain pension plan expenses, OPEB curtailment gains, purchase accounting inventory adjustments, certain share-based compensation, discontinued operations, gains/losses on extinguishment of debt, major scheduled turnaround expenses, FIFO adjustments and unrealized gains/losses on energy segment derivatives and certain other non-operational charges. We present EBITDA and Adjusted EBITDA a consolidated basis and attributable to Icahn Enterprises net of the effect of non-controlling interests. We conduct substantially all of our operations through subsidiaries. The operating results of our subsidiaries may not be sufficient to make distributions to us. In addition, our subsidiaries are not obligated to make funds available to us for payment of our indebtedness, payment of distributions on our depositary units or otherwise, and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt agreements and other agreements to which these subsidiaries currently may be subject or into which they may enter into in the future. The terms of any borrowings of our subsidiaries or other entities in which we own equity may restrict dividends, distributions or loans to us. We believe that providing EBITDA and Adjusted EBITDA to investors has economic substance as these measures provide important supplemental information of our performance to investors and permits investors and management to evaluate the core operating performance of our business without regard to interest, taxes and depreciation and amortization and the effects of impairment, restructuring costs, certain pension plan expenses, OPEB curtailment gains, purchase accounting inventory adjustments, certain share-based compensation, discontinued operations, gains/losses on extinguishment of debt, major scheduled turnaround expenses, FIFO adjustments and unrealized gains/losses on energy segment derivatives and certain other non-operational charges. Additionally, we believe this information is frequently used by securities analysts, investors and other interested parties in the evaluation of companies that have issued debt. Management uses, and believes that investors benefit from referring to these non-GAAP financial measures in assessing our operating results, as well as in planning, forecasting and analyzing future periods. Adjusting earnings for these charges allows investors to evaluate our performance from period to period, as well as our peers, without the effects of certain items that may vary depending on accounting methods and the book value of assets. Additionally, EBITDA and Adjusted EBITDA present meaningful measures of performance exclusive of our capital structure and the method by which assets were acquired and financed. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under generally accepted accounting principles in the United States, or U.S. GAAP. For example, EBITDA and Adjusted EBITDA: • do not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments; • do not reflect changes in, or cash requirements for, our working capital needs; and • do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt. Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. Other companies in the industries in which we operate may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. In addition, EBITDA and Adjusted EBITDA do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations. EBITDA and Adjusted EBITDA are not measurements of our financial performance under U.S. GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with U.S. GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. Given these limitations, we rely primarily on our U.S. GAAP results and use EBITDA and Adjusted EBITDA only as a supplemental measure of our financial performance. 27
Adjusted EBITDA Reconciliation by Segment – Last Twelve Months Ended September 30, 2018 ($ Millions) Food Home Holding Investment Automotive Energy Metals Railcar Mining Packaging Real Estate Fashion Company Consolidated Adjusted EBITDA: Net income (loss) $ (56) $ (80) $ 529 $ (40) $ 229 $ 2 $ (29) $ 136 $ (19) $ 29 $ 701 Interest expense, net 65 15 107 — 21 2 14 2 — 327 553 Income tax (benefit) expense — (131) (276) 46 (15) 3 16 6 — (283) (634) Depreciation, depletion and amortization — 102 277 18 60 7 26 20 8 — 518 EBITDA before non-controlling interests $ 9 $ (94) $ 637 $ 24 $ 295 $ 14 $ 27 $ 164 $ (11) $ 73 $ 1,138 Impairment of assets — 12 — — 4 — 1 — 1 — 18 Restructuring costs — 4 — 1 — — 9 — 3 — 17 Non-service cost of U.S. based pension — — — — — — 9 — — — 9 FIFO impact favorable — — (75) — — — — — — — (75) Major scheduled turnaround expense — — 50 — — — — — — — 50 Loss on disposition of assets, net — (1) 1 — (158) 2 — (107) — (1) (264) Unrealized loss on certain derivatives — — 12 — — — — — — — 12 Other — 42 — — 5 (4) 13 (1) — 13 68 Adjusted EBITDA before non-controlling interests $ 9 $ (37) $ 625 $ 25 $ 146 $ 12 $ 59 $ 56 $ (7) $ 85 $ 973 Adjusted EBITDA attributable to IEP: Net income (loss) $ (20) $ (80) $ 370 $ (40) $ 174 $ 4 $ (23) $ 136 $ (19) $ 30 $ 532 Interest expense, net 27 15 41 — 13 3 10 2 — 327 438 Income tax (benefit) expense — (131) (193) 46 16 3 12 6 — (284) (525) Depreciation, depletion and amortization — 102 136 18 36 3 21 20 8 — 344 EBITDA attributable to Icahn Enterprises $ 7 $ (94) $ 354 $ 24 $ 239 $ 13 $ 20 $ 164 $ (11) $ 73 $ 789 Impairment of assets — 12 — — 2 — 1 — 1 — 16 Restructuring costs — 4 — 1 — — 7 — 3 — 15 Non-service cost of U.S. based pension — — — — — — 7 — — — 7 FIFO impact favorable — — (45) — — — — — — — (45) Major scheduled turnaround expense — — 29 — — — — — — — 29 Loss on disposition of assets, net — (1) 1 — (158) 1 — (107) — (1) (265) Unrealized loss on certain derivatives — — 6 — — — — — — — 6 Other — 42 — — 5 (3) 10 (1) — 13 66 Adjusted EBITDA attributable to Icahn Enterprises $ 7 $ (37) $ 345 $ 25 $ 88 $ 11 $ 45 $ 56 $ (7) $ 85 $ 618 28
Adjusted EBITDA Reconciliation by Segment – Nine Months Ended September 30, 2018 ($ Millions) Food Home Holding Investment Automotive Energy Metals Railcar Mining Packaging Real Estate Fashion Company Consolidated Adjusted EBITDA: Net income (loss) $ 266 $ (65) $ 269 $ 8 $ 36 $ 2 $ (15) $ 87 $ (10) $ (67) $ 511 Interest expense, net 33 12 79 — 15 1 11 1 — 250 402 Income tax (benefit) expense — (38) 60 — 14 2 — 6 — (101) (57) Depreciation, depletion and amortization — 72 207 13 46 6 19 15 6 — 384 EBITDA before non-controlling interests $ 299 $ (19) $ 615 $ 21 $ 111 $ 11 $ 15 $ 109 $ (4) $ 82 $ 1,240 Impairment of assets — 3 — — 4 — — — — — 7 Restructuring costs — 4 — — — — 10 — 2 — 16 Non-service cost of U.S. based pension — — — — — — 8 — — — 8 FIFO impact favorable — — (45) — — — — — — — (45) Major scheduled turnaround expense — — 7 — — — — — — — 7 (Gain) loss on disposition of assets, net — — — (5) 2 — (67) — — (70) Unrealized gain on certain derivatives — — (35) — — — — — — — (35) Other — 20 2 — 5 (1) 9 (3) — 2 34 Adjusted EBITDA before non-controlling interests $ 299 $ 8 $ 544 $ 21 $ 115 $ 12 $ 42 $ 39 $ (2) $ 84 $ 1,162 Adjusted EBITDA attributable to IEP: Net income (loss) $ 112 $ (65) $ 163 $ 8 $ 23 $ 3 $ (12) $ 87 $ (10) $ (66) $ 243 Interest expense, net 13 12 30 — 9 2 8 1 — 250 325 Income tax (benefit) expense — (38) 49 — 8 2 — 6 — (102) (75) Depreciation, depletion and amortization — 72 102 13 28 3 16 15 6 — 255 EBITDA attributable to Icahn Enterprises $ 125 $ (19) $ 344 $ 21 $ 68 $ 10 $ 12 $ 109 $ (4) $ 82 $ 748 Impairment of assets — 3 — — 2 — — — — — 5 Restructuring costs — 4 — — — — 8 — 2 — 14 Non-service cost of U.S. based pension — — — — — — 6 — — — 6 FIFO impact favorable — — (27) — — — — — — — (27) Major scheduled turnaround expense — — 4 — — — — — — — 4 (Gain) loss on disposition of assets, net — — — — (5) 1 — (67) — — (71) Unrealized gain on certain derivatives — — (21) — — — — — — — (21) Other — 20 1 — 5 (1) 7 (3) — 2 31 Adjusted EBITDA attributable to Icahn Enterprises $ 125 $ 8 $ 301 $ 21 $ 70 $ 10 $ 33 $ 39 $ (2) $ 84 $ 689 29
Adjusted EBITDA Reconciliation by Segment – Nine Months Ended September 30, 2017 ($ Millions) Food Home Holding Investment Automotive Energy Metals Railcar Mining Packaging Real Estate Fashion Company Consolidated Adjusted EBITDA: Net income (loss) $ 440 $ (36) $ 15 $ 4 $ 1,074 $ 10 $ 8 $ 500 $ (11) $ 259 $ 2,263 Interest expense, net 134 10 81 — 37 4 10 1 — 242 519 Income tax (benefit) expense — (53) (2) (3) 525 2 5 — — (461) 13 Depreciation, depletion and amortization — 81 208 15 51 4 18 15 6 — 398 EBITDA before non-controlling interests $ 574 $ 2 $ 302 $ 16 $ 1,687 $ 20 $ 41 $ 516 $ (5) $ 40 $ 3,193 Impairment of assets — 6 — — 68 — — 2 — — 76 Restructuring costs — — — — — — 3 — — — 3 Non-service cost of U.S. based pension — — — — — — 3 — — — 3 FIFO impact favorable — — — — — — — — — — — Major scheduled turnaround expense — — 40 — — — — — — — 40 (Gain) loss on disposition of assets, net — (4) 2 — (1,511) — — (456) — — (1,969) Unrealized gain on certain derivatives — — 6 — — — — — — — 6 Tax settlements — — — — — — — (38) — — (38) Other — 44 (2) — 1 2 (2) (1) 1 (5) 38 Adjusted EBITDA before non-controlling interests $ 574 $ 48 $ 348 $ 16 $ 245 $ 22 $ 45 $ 23 $ (4) $ 35 $ 1,352 Adjusted EBITDA attributable to IEP: Net income (loss) $ 212 $ (36) $ 22 $ 4 $ 1,063 $ 8 $ 6 $ 500 $ (11) $ 259 $ 2,027 Interest expense, net 44 10 33 — 31 3 7 1 — 242 371 Income tax (benefit) expense — (53) 4 (3) 518 1 4 — — (461) 10 Depreciation, depletion and amortization — 81 99 15 35 2 13 15 6 — 266 EBITDA attributable to Icahn Enterprises $ 256 $ 2 $ 158 $ 16 $ 1,647 $ 14 $ 30 $ 516 $ (5) $ 40 $ 2,674 Impairment of assets — 6 — — 68 — — 2 — — 76 Restructuring costs — — — — — — 2 — — — 2 Non-service cost of U.S. based pension — — — — — — 2 — — — 2 FIFO impact favorable — — — — — — — — — — — Major scheduled turnaround expense — — 24 — — — — — — — 24 (Gain) loss on disposition of assets, net — (4) 2 — (1,511) — — (456) — — (1,969) Unrealized gain on certain derivatives — — 4 — — — — — — — 4 Tax settlements — — — — — — — (38) — — (38) Other — 44 (3) — 1 2 (1) (1) 1 (5) 38 Adjusted EBITDA attributable to Icahn Enterprises $ 256 $ 48 $ 185 $ 16 $ 205 $ 16 $ 33 $ 23 $ (4) $ 35 $ 813 30
Adjusted EBITDA Reconciliation by Segment – Year Ended December 31, 2017 ($ Millions) Food Home Holding Investment Automotive Energy Metals Railcar Mining Packaging Real Estate Fashion Company Consolidated Adjusted EBITDA: Net income (loss) $ 118 $ (51) $ 275 $ (44) $ 1,267 $ 10 $ (6) $ 549 $ (20) $ 355 $ 2,453 Interest expense, net 166 13 109 — 43 5 13 2 — 319 670 Income tax (benefit) expense — (146) (338) 43 496 3 21 — — (643) (564) Depreciation, depletion and amortization — 111 278 20 65 5 25 20 8 — 532 EBITDA before non-controlling interests $ 284 $ (73) $ 324 $ 19 $ 1,871 $ 23 $ 53 $ 571 $ (12) $ 31 $ 3,091 Impairment of assets — 15 — — 68 — 1 2 1 — 87 Restructuring costs — — — 1 — — 2 — 1 — 4 Non-service cost of U.S. based pension — — — — — — 4 — — — 4 FIFO impact favorable — — (30) — — — — — — — (30) Major scheduled turnaround expense — — 83 — — — — — — — 83 Loss on disposition of assets, net — (5) 3 — (1,664) — — (496) — (1) (2,163) Unrealized loss on certain derivatives — — 53 — — — — — — — 53 Tax settlements — — — — — — — (38) — — (38) Other — 66 (4) — 1 (1) 2 1 1 6 72 Adjusted EBITDA before non-controlling interests $ 284 $ 3 $ 429 $ 20 $ 276 $ 22 $ 62 $ 40 $ (9) $ 36 $ 1,163 Adjusted EBITDA attributable to IEP: Net income (loss) $ 80 $ (51) $ 229 $ (44) $ 1,214 $ 9 $ (5) $ 549 $ (20) $ 355 $ 2,316 Interest expense, net 58 13 44 — 35 4 9 2 — 319 484 Income tax (benefit) expense — (146) (238) 43 526 2 16 — — (643) (440) Depreciation, depletion and amortization — 111 133 20 43 2 18 20 8 — 355 EBITDA attributable to Icahn Enterprises $ 138 $ (73) $ 168 $ 19 $ 1,818 $ 17 $ 38 $ 571 $ (12) $ 31 $ 2,715 Impairment of assets — 15 — — 68 — 1 2 1 — 87 Restructuring costs — — — 1 — — 1 — 1 — 3 Non-service cost of U.S. based pension — — — — — — 3 — — — 3 FIFO impact favorable — — (18) — — — — — — — (18) Major scheduled turnaround expense — — 49 — — — — — — — 49 Loss on disposition of assets, net — (5) 3 — (1,664) — — (496) — (1) (2,163) Unrealized loss on certain derivatives — — 31 — — — — — — — 31 Tax settlements — — — — — — — (38) — — (38) Other — 66 (4) — 1 — 2 1 1 6 73 Adjusted EBITDA attributable to Icahn Enterprises $ 138 $ 3 $ 229 $ 20 $ 223 $ 17 $ 45 $ 40 $ (9) $ 36 $ 742 31
Adjusted EBITDA Reconciliation by Segment – Year Ended December 31, 2016 ($ Millions) Food Home Holding Investment Automotive Energy Metals Railcar Mining Packaging Real Estate Fashion Company Consolidated Adjusted EBITDA: Net income (loss) $ (1,487) $ 19 $ (604) $ (20) $ 183 $ (24) $ 8 $ 5 $ (12) $ (287) $ (2,219) Interest expense, net 230 7 82 — 83 5 12 2 — 288 709 Income tax (benefit) expense — (32) (45) (16) 57 2 8 — — (5) (31) Depreciation, depletion and amortization — 98 258 22 134 6 20 22 8 — 568 EBITDA before non-controlling interests $ (1,257) $ 92 $ (309) $ (14) $ 457 $ (11) $ 48 $ 29 $ (4) $ (4) $ (973) Impairment of assets — 1 574 1 — — — 5 2 3 586 Restructuring costs — — — 2 — — 3 1 — — 6 Non-service cost of U.S. based pension — — — — — — 5 — — — 5 FIFO impact favorable — — (52) — — — — — — — (52) Major scheduled turnaround expense — — 38 — — — — — — — 38 Loss on disposition of assets, net — (1) — (1) — — — (1) — — (3) Unrealized loss on certain derivatives — — 56 — — — — — — — 56 Other — 16 6 (3) 1 13 (1) 1 1 — 34 Adjusted EBITDA before non-controlling interests $ (1,257) $ 108 $ 313 $ (15) $ 458 $ 2 $ 55 $ 35 $ (1) $ (1) $ (303) Adjusted EBITDA attributable to IEP: Net income (loss) $ (604) $ 19 $ (327) $ (20) $ 150 $ (19) $ 6 $ 5 $ (12) $ (287) $ (1,089) Interest expense, net 76 7 31 — 74 4 9 2 — 288 491 Income tax (benefit) expense — (32) (32) (16) 41 2 6 — — (5) (36) Depreciation, depletion and amortization — 98 127 22 113 4 14 22 8 — 408 EBITDA attributable to Icahn Enterprises $ (528) $ 92 $ (201) $ (14) $ 378 $ (9) $ 35 $ 29 $ (4) $ (4) $ (226) Impairment of assets — 1 334 1 — — — 5 2 3 346 Restructuring costs — — — 2 — — 2 1 — — 5 Non-service cost of U.S. based pension — — — — — — 4 — — — 4 FIFO impact favorable — — (31) — — — — — — — (31) Major scheduled turnaround expense — — 20 — — — — — — — 20 Loss on disposition of assets, net — (1) — (1) — — — (1) — — (3) Unrealized loss on certain derivatives — — 32 — — — — — — — 32 Other — 16 2 (3) 1 10 (1) 1 1 — 27 Adjusted EBITDA attributable to Icahn Enterprises $ (528) $ 108 $ 156 $ (15) $ 379 $ 1 $ 40 $ 35 $ (1) $ (1) $ 174 32
Adjusted EBITDA Reconciliation by Segment – Year Ended December 31, 2015 ($Millions) Food Home Holding Investment Automotive Energy Metals Railcar Mining Packaging Real Estate Fashion Company Consolidated Adjusted EBITDA: Net income (loss) $ (1,665) $ (4) $ 7 $ (51) $ 213 $ (195) $ (3) $ 61 $ (4) $ (209) $ (1,850) Interest expense, net 563 — 45 — 80 2 12 2 — 288 992 Income tax (benefit) expense — — 59 (32) 69 1 10 — — (83) 24 Depreciation, depletion and amortization — 5 229 29 127 8 19 21 7 — 445 EBITDA before non-controlling interests $ (1,102) $ 1 $ 340 $ (54) $ 489 $ (184) $ 38 $ 84 $ 3 $ (4) $ (389) Impairment of assets — — 253 20 — 169 — 2 — — 444 Restructuring costs — — — 2 — — 5 — 1 — 8 Non-service cost of U.S. based pension — — — — — — 3 — — — 3 FIFO impact favorable — — 60 — — — — — — — 60 Major scheduled turnaround expense — — 109 — — — — — — — 109 Loss on disposition of assets, net — — 2 — — — 1 (40) — — (37) Unrealized loss on certain derivatives — — 2 — — — — — — — 2 Other 2 11 (11) 3 3 6 12 (1) 2 (6) 21 Adjusted EBITDA before non-controlling interests $ (1,100) $ 12 $ 755 $ (29) $ 492 $ (9) $ 59 $ 45 $ 6 $ (10) $ 221 Adjusted EBITDA attributable to IEP: Net income (loss) $ (760) $ (4) $ 25 $ (51) $ 137 $ (150) $ (3) $ 61 $ (4) $ (209) $ (958) Interest expense, net 259 — 25 — 57 2 9 2 — 288 642 Income tax (benefit) expense — — 54 (32) 36 1 7 — — (83) (17) Depreciation, depletion and amortization — 5 125 29 86 6 14 21 7 — 293 EBITDA attributable to Icahn Enterprises $ (501) $ 1 $ 229 $ (54) $ 316 $ (141) $ 27 $ 84 $ 3 $ (4) $ (40) Impairment of assets — — 110 20 — 130 — 2 — — 262 Restructuring costs — — — 2 — — 4 — 1 — 7 Non-service cost of U.S. based pension — — — — — — 2 — — — 2 FIFO impact favorable — — 35 — — — — — — — 35 Major scheduled turnaround expense — — 62 — — — — — — — 62 Loss on disposition of assets, net — — 1 — — — 1 (40) — — (38) Unrealized loss on certain derivatives — — 2 — — — — — — — 2 Other 1 11 (3) 3 2 5 9 (1) 2 (6) 23 Adjusted EBITDA attributable to Icahn Enterprises $ (500) $ 12 $ 436 $ (29) $ 318 $ (6) $ 43 $ 45 $ 6 $ (10) $ 315 33