EX-99.2 3 v364686_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

Icahn Enterprises L.P. Roadshow Presentation January 2014

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 preliminary offering memorandum dated January 6 , 2014 , our Annual Report on Form 10 - K for the year ended December 31 , 2012 and our Quarterly Report on Form 10 - Q for the quarter ended September 30 , 2013 . 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 . You should refer to the preliminary offering memorandum before making any investment decision to purchase the offered securities . 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 , 2012 and our Quarterly Report on Form 10 - Q for the quarter ended September 30 , 2013 .

Presenters Dan Ninivaggi – President & CEO Keith Cozza – Executive Vice President SungHwan Cho – Chief Financial Officer 3

Agenda Transaction Overview Company Overview Investment Highlights Financial Performance Appendix 4

Transaction Overview

Sources and Uses of Funds New Bonds $3.50 Current 7.75% Tranche of Debt $1.05 Cash on Balance Sheet 0.15 Current 8.00% Tranche of Debt 2.45 Tender Premiums and Accrual of Unpaid Interest 0.13 Financing Fees and Expenses 0.02 Total Sources $3.65 $3.65 Sources of Funds Uses of Funds Executive Summary ($Billions) Icahn Enterprises L.P. (“IEP” or the “Company”) is a diversified holding company, with global businesses in Investment, Automotive, Energy, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion – Total equity market capitalization of approximately $12.9 (1) billion as of December 31, 2013 The proposed financing transaction will provide IEP with funds needed to refinance their current 2016 Notes and 2018 Notes – Expected to result in significant annual interest expense savings (1) Based on closing stock price of $109.41 and approximately 118.3 million depositary units and general partner equivalent interests as of December 31, 2013. 6

($Millions) Liquid Assets: Holding Company Cash and Cash Equivalents 958$ Holding Company Investment in Funds 3,569 Holding Company Liquid Assets 4,527 Subsidiaries Cash & Cash Equivalents 2,316 Total Liquid Assets 6,843$ Holding Company Debt: 6% Senior Unsecured Notes due 2020 493$ 8% Senior Unsecured Notes due 2018 2,474 7.75% Senior Unsecured Notes due 2016 1,050 Mortgages Payable (3) 42 Holding Company Debt 4,059$ Subsidiary Debt (4) 4,096 Total Consolidated Debt (a) 8,155$ Minority Interest (b) 6,927$ Shareholders' Book Equity (c) 5,720 Total Book Capitalization (a) + (b) + (c) 20,802$ Stockholders' Market Equity (5) (d) 9,548 Total Capitalization (a) + (b) + (d) 24,630$ Supplemental Information: Indicative Gross Asset Value (6) 12,173$ Indicative Gross Asset Value / Holding Company Debt 3.0x Holding Company Liquid Assets / Holding Company Debt 1.1x September 30, 2013 Capitalization and Credit Statistics Key Points Strong financial metrics (1) : – Total c onsolidated liquidity of $7.7 billion – Total assets of $31.7 billion – Indicative gross asset value to debt coverage of 3.0x Holding company cash and cash equivalents value of $958 million does not include the $275 million of equity raised in December, part of the total $593 million of equity raised in 2013 Affiliates of Carl Icahn own 88% of IEP valued at $11Bn (2) as of December 31, 2013 (1) As of September 30, 2013. (2) Based on closing stock price of $109.41 and approximately 101.9 million depositary units owned by Mr. Icahn as of December 31, 2013. (3) Excludes $8 million of Mortgages Payable that are not guaranteed by IEP and are included in Subsidiary Debt. (4) Debt is non - recourse to Icahn Enterprises. (5) Based on closing stock price of $83.27 and approximately 114.7 million depositary units and general partner equivalent interests as of September 30, 2013. (6) Indicative gross asset value defined as market value of public subsidiaries, market value of Investment in Private Funds and book value or market comparables of o the r assets . 7

Summary of Terms Issuers Icahn Enterprises L.P. and Icahn Enterprises Finance Corp. (“IEP” or the “Company”) Issue $3.5Bn of Senior Notes Term 3 - Year 5 - Year Add - on 6% Notes due 2020 Optional Redemption Callable at Par One Month Prior to Maturity NC - 2.5 Make - Whole Premium plus T + 50 Feb 1, 2017 @ 104.5 Aug 1, 2017 @ 103.0 Aug 1, 2018 @ 101.5 Aug 1, 2019 @ 100.0 Make - Whole Premium plus T + 50 Placement Type 144A and Regulation S Private Placement with Registration Rights Use of Proceeds To refinance existing 7.75% and 8.00% Senior Notes Guarantees The Notes will be unconditionally guaranteed on a senior unsecured basis by Icahn Enterprises Holdings L . P . Ranking The Notes will rank senior in right of payment to all existing and future subordinated indebtedness and equal in right of payment with all other existing and future senior unsecured indebtedness . The Notes will be effectively subordinated to all indebtedness and liabilities, including trade payables, of all subsidiaries other than Icahn Enterprises Holdings L . P . Mandatory Redemption None Change of Control Offer 101 % of aggregate principal amount of Notes repurchased plus accrued and unpaid interest Covenants Maintenance and Debt Incurrence covenants same as existing Notes: – Maintenance: Fixed Charge Coverage Ratio ≥ 1.5x – Maintenance: Ratio of Unencumbered Assets to Unsecured Indebtedness > 1.5x – Debt Incurrence: Ratio of HoldCo Debt to Adjusted Net Worth < 1.15x Restricted Payments Same as existing 6% Notes due 2020 Bookrunners Citigroup, Credit Suisse, Morgan Stanley, Jefferies, UBS 8

Company Overview

Overview of Icahn Enterprises Icahn Enterprises L.P . is a diversified holding company with operating segments in Investment, Automotive, Energy, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion IEP is a permanent capital vehicle that 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 – As of December 31, 2013, affiliates of Carl Icahn owned approximately 88% of IEP’s outstanding depositary units IEP benefits from increasing cash flows from its subsidiaries: – CVR Energy: $3.00 annual dividend, $12.00 in special dividends paid in 2013 – CVR Refining: $3.23 dividends declared in 2013 – American Railcar Inc: $1.00 annual dividend – American Railcar Leasing will generate recurring cash flows IEP has daily liquidity through its ability to redeem its investment in the funds on a daily basis (1) Investment segment total assets represents book value of equity. (2) Does not include transaction with American Railcar Leasing which owns a lease fleet of approximately 27,000 railcars. ($ millions) Segment Total (% of Total) Total (% of Total) Total (% of Total) Total (% of Total) Investment (1) $ 8,065 30.12% $ 1,800 9.0% $ 1,710 49.5% $ 729 37.5% Automotive 7,788 29.08% 6,771 34.0% 541 15.7% 418 21.5% Energy 5,972 22.30% 8,603 43.2% 940 27.2% 660 33.9% Metals 374 1.40% 968 4.9% (17) -0.5% (17) -0.9% Railcar (2) 989 3.69% 602 3.0% 155 4.5% 71 3.7% Gaming 876 3.27% 568 2.9% 71 2.1% 49 2.5% Food Packaging 355 1.33% 339 1.7% 67 1.9% 48 2.5% Real Estate 797 2.98% 84 0.4% 41 1.2% 41 2.1% Home Fashion 237 0.89% 199 1.0% - 0.0% - 0.0% Holding Company 1,325 4.95% (35) -0.2% (54) -1.6% (54) -2.8% Total $ 26,778 100.0% $ 19,899 100.0% $ 3,454 100.0% $ 1,945 100.0% As of September 30, 2013 LTM September 30, 2013 Assets Revenue Adjusted EBITDA Adj. EBITDA Attrib. to IEP 10

71% 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 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% 81% 82% American Railcar Industries, Inc. (NasdaqGS:ARII) Icahn Capital LP Viskase Companies Inc. (OTCPK:VKSC) As of December 31, 2013, Icahn Enterprises had investments with a fair market value of approximately $3.7 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, Louisiana and Aruba Leading North American manufacturer of hopper and tank railcars and provider of railcar repair and maintenance services 68% 100% 100% 56% Producer and distributer of nitrogen fertilizer products CVR Partners, LP (NYSE: UAN) CVR Refining, LP (NYSE: CVRR) 185,000 bpd 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 December 31, 2013. Excludes intermediary and pass through entities. American Railcar Leasing LLC Leading North American lessor of approximately 27,000 hopper and tank railcars 75% 11

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 nearly 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 Daniel Ninivaggi President & Chief Executive Officer , Icahn Enterprises L.P. 4 22 SungHwan Cho Chief Financial Officer , Icahn Enterprises L.P. 7 15 Vincent J. Intrieri Senior Managing Director, Icahn Capital 15 29 Samuel Merksamer Managing Director, Icahn Capital 5 10 Brett Icahn Portfolio Manager, Sargon Portfolio 12 12 David Schechter Portfolio Manager, Sargon Portfolio 9 16 Keith Cozza Chief Operating Officer, Icahn Capital Executive Vice President, Icahn Enterprises L.P. 9 12 Keith Schaitkin General Counsel, Icahn Enterprises L.P. 12 33 Jonathan Christodoro Managing Director, Icahn Capital 2 13 12

Investment Highlights

Investment Highlights Diversified Holdings Exposure to Strong, Cyclical Trends and Economic Recovery Significant Asset Coverage Strong, Stable Cash Flow Generation from Operating Subsidiaries 1 2 3 4 14

Diversified Holdings 9/30/2013 Segment Results for IEP Continuing Operations LTM 9/30/2013 Segment Results for IEP Continuing Operations Automotive 18% Energy 26% Gaming 5% Railcar 6% Food Packaging 2% Metals 3% Real Estate 6% Home Fashion 2% Investment Management 32% Automotive 21% Energy 32% Gaming 2% Railcar 4% Food Packaging 2% Metals - 1 % Real Estate 2% Home Fashion 0% Investment Management 36% Asset Mix (1)(2) Adjusted EBITDA Mix ( 2) 1 The Company is well diversified across various industries and sectors (1) NAV of subsidiaries. (2) Excludes HoldCo. 15

Exposure to Strong, Cyclical Trends and Economic Recovery The Company’s diversification across multiple industries and geographies provides a natural hedge against cyclical and general economic swings IEP’s subsidiary companies possess strong market positions IEP seeks to create incremental value by investing in organic growth and targeting businesses that offer consolidation opportunities 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 Leading North American lessor of approximately 27,000 hopper and tank railcars 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 ownership percentage: 82% Value of IEP stake: 3,228MM (1) IEP ownership percentage: 68% Value of IEP stake: 480MM (3) IEP ownership percentage: 73% Value of IEP stake: 264MM ( 3) IEP ownership percentage:100% Value of IEP stake: 205MM (2) IEP ownership percentage:75% Value of IEP stake: 214MM (2) IEP ownership percentage: 81% Value of IEP stake: 2,383MM IEP ownership percentage: 100% Value of IEP stake: 302MM (2) IEP ownership percentage:100% Value of IEP stake: 723MM (2) 2 (Values are of December 31, 2013, unless otherwise noted) (1) Includes value of CVR Partners and CVR Refining. (2) Represents value as of September 30, 2013. (3) Amounts based on market comparables due to lack of material trading volume. December 31, 2013 valuations for Tropicana and Vi ska se assume 8.0x and 9.5x, respectively, the trailing twelve month Adjusted EBITDA ended September 30, 2013. Leading, vertically integrated manufacturer of railcars with potential to participate in industry consolidation IEP ownership percentage: 56% Value of IEP stake: 543MM AEP Leasing 16

Highlights and Recent Developments Since inception in November 2004, the Investment Funds‘ return is 258%, representing an annualized rate of return of 15% through December 31, 2013 ─ For year - ended D ecember 31, 2013, returns of approximately 31.0% 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) ─ Strategic initiatives (e.g ., Amylin, Genzyme, Motorola) ─ Corporate governance changes (e.g ., Chesapeake) Core positions typically require significant long - term capital (>$500 million) and rapid execution Recent notable investment wins: ─ Amylin Pharmaceuticals, Biogen, CVR Energy, El Paso, Genzyme, Hain Celestial, MGM Studios, Motorola Mobility, Motorola Solutions, Netflix, Herbalife, Chesapeake Our Investment segment is comprised of certain interests that we purchased from Mr. Icahn on August 8, 2007 and the Funds. The acquisition of these interests from Mr. Icahn was accounted for as a combination of entities under common control and we consolidated them on an as - if - pooling basis. The 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. The Funds’ historical gross returns prior to 2007 are for indicative purposes only and did not have an effect on the financial performance and results of operations for IEP during such period Segment: Investment Company Description IEP invests its proprietary capital through various private investment funds (the “Investment Funds”) ─ The Funds returned all capital to third - party investors during fiscal 2011 Fair value of IEP’s interest in the Funds was $3.7 billion as of December 31, 2013 IEP has daily liquidity through its ability to redeem its investment in the funds on a daily basis Historical Segment Financial Summary (1) In November 2010, IEP acquired a controlling interest in Tropicana while Tropicana common shares and debt were still held by the Investment Funds. The Tropicana shares and debt were not distributed out of the funds to Icahn Enterprises Holdings until mid 2011. The return on the funds included the pro fit s and losses of the Tropicana debt and equity until the time of distribution to the holding company. These profits and losses are eliminated in consolidation for 2010 and 2011 and are pres ent ed here net of eliminations. Investment Segment LTM ($ millions) 2010 (1) 2011 (1) 2012 9/30/2013 Select Income Statement Data: Total revenues 865$ 1,882$ 398$ 1,800$ Adjusted EBITDA 823 1,845 374 1,710 Net income 818 1,830 372 1,704 Adjusted EBITDA attrib. to IEP 342$ 876$ 158$ 729$ Net income attrib. to IEP 340 868 157 726 Select Balance Sheet Data: Total equity 6,134$ 6,668$ 5,908$ 8,065$ Equity attributable to IEP 2,476 3,282 2,387 3,573 FYE December 31, 2 17

Significant Holdings As of December 31, 2013 (3) As of December 31, 2012 (3) As of December 31, 2011 (3) Company Mkt. Value ($mm) (4) % Ownership (5) Company Mkt. Value ($mm) (4) % Ownership (5) Company Mkt. Value ($mm) (4) % Ownership (5) $2,654 0.5% $1,083 11.5% $1,920 9.4% $1,841 11.4% $992 9.0% $1,773 12.0% $1,803 10.0% $514 10.0% $1,171 10.0% $1,335 16.8% $393 15.6% $798 9.9% $1,061 6.0% $274 14.3% $275 10.3% 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) Aggregate ownership held directly by IEP, as well as Carl Icahn and his affiliates. Based on most recent 13 - F Holdings Reports, 13 - D flings or other public filings available as of specified date. (4) Based on closing share price as of specified date. (5) 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% 31.0% 2005 2006 2007 2008 2009 2010 2011 2012 2013 Historical Gross Returns (1) (35.6%) (2) 2 18

Highlights and Recent Developments CVR Refining IPO completed on January 23, 2013 and secondary offering on May 14, 2013 CVR Partners secondary offering completed May 22, 2013 Crude supply advantages supported by increasing North American crude oil production, decreasing North Sea 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 Energy paid special dividends of $5.50 and $6.50 per unit in Q1 2013 and Q2 2013, respectively, and adopted a $3.00 per unit annual dividend policy ─ CVR Refining 2013 full year distributable cash flow/share guidance of $3.45 - $3.70 per common unit ─ CVR Partners 2013 full year distribution outlook of $1.85 - $ 2.00 per common unit Ownership Structure as of December 31, 2013: 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 CVR Refining, LP (NYSE:CVRR) CVR Partners, LP (NYSE:UAN ) CVR Energy, Inc. ( NYSE:CVI) Icahn Enterprises, L.P. (NasdaqGS:IEP) 82% 53% 71% 4% Notes: IEP acquired a controlling interest in CVI on May 4, 2012. CVR Energy (Stand - alone) for 2011 is not pro - forma for the acquisition of Wynnewood refinery on December 15, 2011. Energy Segment($ millions) 5/5/12 - 12/31/12 LTM9/30/2013 Select Income Statement Data: Total revenues 5,519$ 8,603$ Adjusted EBITDA 977 940 Net income 338 609 Adjusted EBITDA attrib. to IEP 787$ 660$ Net income attrib. to IEP 263 384 CVR Energy (Stand-alone) FYE 2011FYE 2012 LTM 9/30/2013 Net Sales 5,029$ 8,567$ 8,430$ Adjusted EBITDA attrib. to CVI 690 1,264 769 Net Income attrib. to CVI 346 379 433 2 19

Segment: Automotive Company Description Federal Mogul Corporation (NasdaqGS:FDML) operates in two business segments: Powertrain and Vehicle Component Systems ─ Powertrain focuses on original equipment powertrain products for automotive, heavy duty and industrial applications ─ Vehicle Component Systems sells and distributes a broad portfolio of products for the global light vehicle aftermarket, while also servicing original equipment manufacturers with certain products Historical Segment Financial Summary Powertrain Highlights Industry - leading powertrain products to improve fuel economy, reduce emission and enhance durability Over 1,700 patents for powertrain technology and market leading position in many product categories Investing in emerging markets where there are attractive opportunities for growth Introduced enhanced restructuring initiative to lower cost structure, improve manufacturing footprint and drive emerging market growth 2012 results impacted by severe drop in European light vehicle and global heavy duty production Vehicle Component Systems Highlights Aftermarket benefits from the growing number of vehicles on the road globally and the increasing average age of vehicles in Europe and North America Leader in each of its product categories with a long history of quality and strong brand names including Champion, Wagner, Ferodo, MOOG and Fel - Pro Global distribution channels evolving ─ Investing in emerging markets ─ Leverage brands across geographic markets ─ Streamline distribution in North America Restructuring business with a focus on building low cost manufacturing footprint and sourcing partnerships 20 Corporate Highlights and Recent Developments $500 million rights offering completed in July 2013 ─ IEP ownership is 80.7% as of December 31, 2013 Automotive Segment LTM ($ millions) 2010 2011 2012 9/30/2013 Select Income Statement Data: Total revenues 6,239$ 6,937$ 6,677$ 6,771$ Adjusted EBITDA 661 688 513 541 Net income 160 168 (22) (31) Adjusted EBITDA attrib. to IEP 499$ 518$ 390$ 418$ Net income attrib. to IEP 116 121 (24) (31) Select Balance Sheet Data: Total assets 7,296$ 7,288$ 7,282$ 7,788$ Equity attributable to IEP 1,010 967 860 1,316 FYE December 31, 2

Highlights and Recent Developments ARI reported record results ─ $761 million of LTM revenue and $ 177 million of LTM Adjusted EBITDA ─ Approximately 6,300 railcar backlog as of September 30, 2013 ─ $1.00 annualized dividend ARI manufacturing segment strong ─ Tank demand from increasing crude oil production from shale oil and Canada ─ Covered hopper car demand from increasing industrial manufacturing base in United States due to lower cost energy ─ Received 2,750 plastic pellet car order in October, 2013 ─ Investments in vertical integration resulting in higher margins ARI is actively diversifying its earnings exposure ─ Building railcar lease fleet with 3,780 cars on lease as of September 30, 2013 ─ Investing in repair services ─ Diversifying into additional car types (intermodal, gondolas, etc .) ARL owns approximately 27,000 railcars ─ Sales from ARI to AEP Leasing (and associated profits) are eliminated in consolidation for our Railcar segment Segment: Railcar Segment Description American Railcar Industries, Inc. (“ARI”) (NasdaqGS:ARII ) operates in three business segments: manufacturing operations, railcar services and leasing American Railcar Leasing, LLC (“ARL”), a 75% owned subsidiary of IEP that owns an approximately 27,000 railcar lease fleet Historical Segment Financial Summary . 21 Railcar Segment LTM ($ millions) 2010 2011 2012 9/30/2013 Select Income Statement Data: Total revenues 270$ 514$ 657$ 602$ Adjusted EBITDA 3 50 143 155 Net income (27) 4 57 63 Adjusted EBITDA attrib. to IEP 2$ 27$ 77$ 71$ Net income attrib. to IEP (15) 2 29 24 Select Balance Sheet Data: Total assets 654$ 704$ 862$ 989$ Equity attributable to IEP 167 172 257 400 FYE LTM American Railcar Industries, Inc. 2012 9/30/2013 Net Sales 712$ 761$ Adjusted EBITDA 150 177 FYE December 31, 2

Significant Asset Coverage 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 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 th e 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) Fair market value of Holding Company’s interest in the Funds and Investment segment cash as of each respective date. (2) 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. (3) Amounts based on market comparables due to lack of material trading volume. December 31, 2012 valuations for Tropicana and Vi ska se assume 8.0x and 11.0x trailing twelve month Adjusted EBITDA. December 31, 2013 valuations for Tropicana and Viskase assume 8.0x and 9.5x, respectively, the trailing twelve month Adjusted EBITDA ended September 30, 2013. (4) Represents equity attributable to us as of each respective date, except for December 31, 2013 which is as of September 30, 20 13. (5) Holding Company’s cash and cash equivalents balance as of each respective date except for December 31, 2013, which is the Sep tem ber 30, 2013 balance adjusted for dividends received subsequently from CVI and CVRR, net proceeds from the December 2013 Equity Offering, and purchase of additional Viskase shares in December, 2013 . (6) Holding Company’s debt balance as of each respective date ; Does not include $42MM of Mortgages Payable. (7) Holding Company’s other net asset balance as of each respective date, except for December 31, 2013, which is the September 30 , 2 013 balance. Distribution accruals are adjusted for additional depositary units distributed subsequent to the balance sheet date (if any). Dec 31, 2012 Dec 31, 2013 Market - valued Subsidiaries: Holding Company interest in Funds (1) $2,387 $3,700 CVR Energy (2) 3,474 3,092 CVR Refining (2) -- 136 Federal - Mogul (2) 615 2,383 American Railcar Industries (2) 377 543 Total market - valued subsidiaries $6,853 $9,855 Other Subsidiaries Tropicana (3) $512 $480 Viskase (3) 268 264 Real Estate Holdings (4) 763 723 PSC Metals (4) 338 302 WestPoint Home (4) 256 205 AEP Leasing (4) 60 214 Total - other subsidiaries $2,196 $2,188 Add: Holding Company cash and cash equivalents (5) 1,045 1,283 Indicative Gross Asset Value 10,094 13,326 Less: Holding Company debt (6) (4,082) (4,017) Add: Other Holding Company net assets (7) 86 (72) Indicative Net Asset Value $6,098 $9,236 Indicative Gross Asset Value / Total Holding Company Debt 2.5x 3.3x ($Millions) 3 22

Hold Co Cash Flows 2013 Run Rate (1) CVI Dividend (2) $160 $214 CVRR Dividend (3) 16 18 ARII Dividend (4) 12 12 Triple Net Lease Real Estate Portfolio 42 42 American Railcar Leasing LLC (75% ownership) distributions – 75 Holdco Operating Expenses (20) (20) Subtotal 210 340 CVI Special Dividend (2) 854 – CVI tax sharing payments to IEP pursuant to tax sharing agreement (5) 234 – Proceeds from LP unit issuances (March, June & December) 593 – Distributions from WestPoint 55 – Total $1,946 $340 Strong, Stable Cash Flow Generation from Operating Subsidiaries The Company and its subsidiaries generate ample cash flow to cover interest payments and operating expenses ($Millions) 4 (1) Run Rate CVI dividend is higher than 2013 because the quarterly 75 cent per share dividend started in the second quarter. The ref ore, the 2013 dividend is calculated as three (quarters) multiplied by the 75 cent per share dividend value and the run rate dividend is calculated as the four (quarters) multiplied by the 75 cent per share dividend value . (2) CVI issued $2.25 dividends per share and $12.00 special dividends per share in 2013. (3) CVRR issued $3.23 dividends per share in 2013. (4) ARII issued $1.00 dividends per share in 2013. (5) 2013 figures as of 9/30/2013; Given current tax assets as well as current tax structure, IEP anticipates continuing net inflows from tax sharing agreements. 23

Liquidity Serves as a Competitive Advantage The Company and its subsidiaries maintain ample liquidity to take advantage of attractive opportunities for their respective businesses ($Millions) 24 4 As of 9/30/2013 Liquid Assets: Holding Company Cash & Cash Equivalents $958 Holding Company Investment in Funds 3,569 Subsidiaries Cash & Cash Equivalents 2,316 Total $6,843 Subsidiary Revolver Availability: Automotive $476 Energy 398 Food Packaging 6 Subsidiary Revolver Availability $880 Total Liquidity $7,723

Financial Performance

Financial Performance Adjusted EBITDA Attributable to Icahn Enterprises GAAP Equity Attributable to Icahn Enterprises 26 $939 $1,547 $1,546 $1,945 FYE 2010 FYE 2011 FYE 2012 LTM 9/30/13 $3,183 $3,755 $4,669 $5,720 12/31/10 12/31/11 12/31/12 9/30/13 (1) In November 2010, IEP acquired a controlling interest in Tropicana while Tropicana common shares and debt were still held by the Investment Funds. The Tropicana shares and debt were not distributed out of the funds to Icahn Enterprises Holdings until mid 2011. The gross return on the funds i ncl uded the P&L of the Tropicana debt and equity until the time of distribution to the holding company. This P&L is eliminated in consolidation for 2010 and 2011 and is presented her e net of eliminations. ($ millions) 2010 2011 2012 Adjusted EBITDA attributable to Icahn Enterprises Investment 342$ 876$ 158$ 729$ Automotive 499 518 390 418 Energy - - 787 660 Metals 24 26 (16) (17) Railcar 2 27 77 71 Gaming 1 37 54 49 Food Packaging 37 35 41 48 Real Estate 40 47 47 41 Home Fashion (23) (24) (3) - Holding Company 17 5 11 (54) Total 939$ 1,547$ 1,546$ 1,945$ FYE December 31, LTM 9/30/13 ($ millions) 2010 2011 2012 Equity attributable to Icahn Enterprises Investment (1) 2,476$ 3,282$ 2,387$ 3,573$ Automotive 1,010 967 860 1,316 Energy - - 2,383 2,065 Metals 264 384 338 302 Railcar 167 172 257 400 Gaming 122 402 379 399 Food Packaging 10 (1) (3) 3 Real Estate 769 906 763 723 Home Fashion 313 283 256 205 Holding Company (1,948) (2,640) (2,951) (3,266) Total 3,183$ 3,755$ 4,669$ 5,720$ As of December 31, As of 9/30/13

Consolidated Financial Snapshot 27 2010 2011 2012 9/30/2012 9/30/2013 Revenues: Investment 887$ 1,896$ 398$ 304$ 1,706$ 1,800$ Automotive 6,239 6,937 6,677 5,083 5,177 6,771 Energy - - 5,519 3,651 6,735 8,603 Metals 725 1,096 1,103 872 737 968 Railcar 270 514 657 488 433 602 Gaming 78 624 611 488 445 568 Food Packaging 317 338 341 253 251 339 Real Estate 90 90 88 69 65 84 Home Fashion 431 325 231 176 144 199 Holding Company 57 36 29 29 (35) (35) Eliminations (22) (14) - - - - 9,072$ 11,842$ 15,654$ 11,413$ 15,658$ 19,899$ Adjusted EBITDA: Investment 823$ 1,845$ 374$ 286$ 1,622$ 1,710$ Automotive 661 688 513 419 447 541 Energy - - 977 746 709 940 Metals 24 26 (16) (11) (12) (17) Railcar 3 50 143 100 112 155 Gaming 6 72 79 76 68 71 Food Packaging 50 48 57 40 50 67 Real Estate 40 47 47 39 33 41 Home Fashion (32) (31) (3) (2) 1 - Holding Company 69 5 11 17 (48) (54) Consolidated Adjusted EBITDA 1,644$ 2,750$ 2,182$ 1,710$ 2,982$ 3,454$ NCI Adjusted EBITDA (705) (1,203) (636) (495) (1,368) (1,509) IEP Adjusted EBITDA 939$ 1,547$ 1,546$ 1,215$ 1,614$ 1,945$ Capital Expenditures 422$ 481$ 890$ 617$ 785$ 1,058$ FYE December 31, Nine Months Ended LTM 9/30/2013 ($Millions)

Strong Balance Sheet ($Millions) 28 Balance Sheet ($ millions) Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion Holding Company Consolidated Assets Cash and Cash Equivalents $ 5 $ 960 $ 887 $ 31 $ 115 $ 245 $ 14 $ 43 $ 16 $ 958 $ 3,274 Cash held at consolidated affiliated partnerships and restricted cash 1,140 - - 4 10 30 1 3 6 236 1,430 Investments 11,825 248 - - 40 34 - - 13 115 12,275 Accounts Receivable, net - 1,395 241 85 32 12 68 7 31 - 1,871 Inventories, net - 1,087 680 88 102 - 72 - 64 - 2,093 Property, Plant and Equipment, net - 1,970 2,666 134 657 441 151 657 84 3 6,763 Goodwill and Itangible assets, net - 1,727 1,312 10 7 67 11 70 3 - 3,207 Other Assets 98 401 186 22 26 47 38 17 20 13 868 Total Assets $ 13,068 $ 7,788 $ 5,972 $ 374 $ 989 $ 876 $ 355 $ 797 $ 237 $ 1,325 $ 31,781 Liabilities and Equity A/P, accrued expenses and other liabilities $ 581 $ 1,913 $ 1,576 $ 66 $ 200 $ 131 $ 71 $ 22 $ 32 $ 574 $ 5,166 Securities sold, not yet purchase, at fair value 704 - - - - - - - - - 704 Due to brokers 3,718 - - - - - - - - - 3,718 Post-employment benfit liability - 1,316 - 3 9 - 63 - - - 1,391 Debt - 2,824 676 3 196 170 217 52 - 4,017 8,155 Total Liabilities $ 5,003 $ 6,053 $ 2,252 $ 72 $ 405 $ 301 $ 351 $ 74 $ 32 $ 4,591 $ 19,134 Equity attributable to Icahn Enterprises 3,573 1,316 2,065 302 400 399 3 723 205 (3,266) 5,720 Equity attributable to NCI 4,492 419 1,655 - 184 176 1 - - - 6,927 Total Equity 8,065 1,735 3,720 302 584 575 4 723 205 (3,266) 12,647 Total Liabilities and Equity $ 13,068 $ 7,788 $ 5,972 $ 374 $ 989 $ 876 $ 355 $ 797 $ 237 $ 1,325 $ 31,781 As of September 30, 2013 (in $millions)

Appendix 29

IEP began as American Real Estate Partners, which was founded in 1987, and has grown its diversified portfolio to nine operating segments and over $31 billion of assets as of September 30, 2013 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 Acquired partnership interest in Icahn Capital Management L.P . in 2007 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 December 31, 2013 and balance sheet data as of September 30, 2013. (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 ~6.6% when excluding returns on CVR Energy after it became a consolidated entity . (5) 2013 year - to - date return as of December 31, 2013. As of December 31, 2005 Mkt. Cap: $2.4bn Total Assets: $4.0bn Current (1) Mkt. Cap: $12.7bn Total Assets: $31.7bn 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 / Icahn Capital Returns: (3) 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. 2013 YTD 31.0% (5) 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 30

Highlights and Recent Developments Management uses a highly analytical approach to enhance marketing, improve utilization, optimize product mix and reduce expenses ─ Established measurable, property specific, customer service goals and objectives to meet customer needs ─ Utilize sophisticated customer analytic techniques to improve customer experience ─ Reduced corporate overhead by approximately 50% since acquiring Tropicana 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 ─ Tropicana Atlantic City: $ 25 million investment plan ─ Trop Evansville: hotel room renovation in 2012 ─ Consolidated Lighthouse Point & Jubilee in Greenville, MS Capital structure with ample liquidity for synergistic acquisitions in regional gaming markets ─ Refinanced debt at attractive rates ─ Purchasing Lumière Place in St. Louis from Pinnacle for $260 million Pursuing opportunities in Internet gaming as states legalize online gaming ─ Partnership announced with Gamesys Ltd in New Jersey ─ NJ Internet gaming launched November 2013 Segment: Gaming Company Description Tropicana Entertainment Inc. (OTCPK:TPCA) operates eight casino facilities featuring approximately 372,000 square feet of gaming space with 7,100 slot machines, 210 table games and 6,000 hotel rooms as of September 30, 2013 ─ Eight casino facilities located in New Jersey, Indiana, Nevada, Mississippi, Louisiana and Aruba ─ Successful track record operating gaming companies, dating back to 2000 Historical Segment Financial Summary 31 (1) Gaming segment results for 2010 are for the periods commencing November 15, 2010 . (2) LTM period includes $8 million of property tax credit in Atlantic City. Gaming Segment LTM ($ millions) 2010 (1) 2011 2012 9/30/2013 Select Income Statement Data: Total revenues 78$ 624$ 611$ 568$ Adjusted EBITDA (2) 6 72 79 71 Net income (1) 24 30 22 Adjusted EBITDA attrib. to IEP 1$ 37$ 54$ 49$ Net income attrib. to IEP 1 13 21 14 Select Balance Sheet Data: Total assets 793$ 770$ 852$ 876$ Equity attributable to IEP 122 402 379 399 FYE December 31,

Highlights and Recent Developments Future growth expected to be driven by changing diets of a growing middle class in emerging markets ─ Since 2007, sales to emerging economies have grown, on average, 13% per year ─ Emerging market sales are over 50% of global sales in 2013 compared to 36% in 2007 ─ In 2012, Viskase completed a new finishing center in the Philippines and expanded its capacity in Brazil Developed markets remain a steady source of income ─ Distribution channels to certain customers spanning more than 50 years ─ Sell its products in various countries throughout the world Significant recent investments not yet reflected in financial results ─ $120 million of capital spent in 2009 - 2012 ─ Increase in cellulose casing capacity that came online in late 2012 ─ Full year financial impact realized in 2013 Significant barriers to entry ─ Technically difficult chemical production process ─ Significant environmental and food safety regulatory requirements ─ Substantial capital cost Segment: Food Packaging Company Description Viskase Companies, Inc (OTCPK:VKSC) is a worldwide leader in the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry Leading worldwide manufacturer of non - edible cellulosic casings for small - diameter meats (hot dogs and sausages) ─ Leading manufacturer of non - edible fibrous casings for large - diameter meats (sausages, salami, hams and deli meats) Historical Segment Financial Summary 32 Food Packaging Segment LTM ($ millions) 2010 2011 2012 9/30/2013 Select Income Statement Data: Total revenues 317$ 338$ 341$ 339$ Adjusted EBITDA 50 48 57 67 Net income 14 6 6 (8) Adjusted EBITDA attrib. to IEP 37$ 35$ 41$ 48$ Net income attrib. to IEP 10 4 4 (6) Select Balance Sheet Data: Total assets 349$ 350$ 355$ 355$ Equity attributable to IEP 10 (1) (3) 3 FYE December 31,

Highlights and Recent Developments NAFTA steel demand growth is estimated to be 0.2 % for 2013, with growth forecasted to be 3.2 % in 2014 (1) Increasing global demand for steel and other metals drives demand for U.S. scrap exports ─ Global steel use increasing 3.1% in 2013 and 3.3% in 2014 (1) PSC is in attractive regional markets ─ $1.8 billion of steel capacity additions in PSC’s geographic area including : V&M Star ($1.0 b illion ), Republic ($ 85 million), US Steel ($500 million) and Timken ($225 million) Scrap recycling process is “greener” than virgin steel production ─ Electric arc furnace drive scrap demand and are significantly more energy efficient than blast furnaces ─ Electric arc furnace steel mills are 60% of U.S. production Highly fragmented industry with potential for further consolidation ─ Capitalizing on consolidation and vertical integration opportunities ─ PSC is building a leading position in its markets Product diversification will reduce volatility through cycles ─ Expansion of non - ferrous share of total business (30% of total revenues in 2012) ─ Opportunities for market extension: auto parts, e - recycling, wire recycling ─ Rebuilding of industrial service accounts Segment: Metals Company Description PSC Metals, Inc. is one of the largest independent metal recycling companies in the U.S. Collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers Strong regional footprint (Upper Midwest, St. Louis Region and the South) ─ Poised to take advantage of Marcellus and Utica shale energy driven investment Historical Segment Financial Summary 33 (1) World Steel Association Metals Segment LTM ($ millions) 2010 2011 2012 9/30/2013 Select Income Statement Data: Total revenues 725$ 1,096$ 1,103$ 968$ Adjusted EBITDA 24 26 (16) (17) Net income 4 6 (58) (55) Adjusted EBITDA attrib. to IEP 24$ 26$ (16)$ (17)$ Net income attrib. to IEP 4 6 (58) (55) Select Balance Sheet Data: Total assets 326$ 476$ 417$ 374$ Equity attributable to IEP 264 384 338 302 FYE December 31,

Highlights and Recent Developments Business strategy is based on long - term investment outlook and operational expertise Rental Real Estate Operations Net lease portfolio overview ─ Single tenant (over $100 billion market cap, A - credit) for two large buildings with leases through 2020 – 2021 ─ 27 additional properties with 2.8 million square feet: 14% Retail, 53% Industrial, 33% Office Maximize value of commercial lease portfolio through effective management of existing properties ─ Seek to sell assets on opportunistic basis Property Development and Resort Operations New Seabury in Cape Cod, Massachusetts and Grand Harbor and Oak Harbor in Vero Beach, Florida each include land for future residential development of approximately 271 and 1,309 units, respectively ─ Both developments operate golf and resort activities Opportunistically acquired Fontainebleau (Las Vegas casino development) in 2009 for $150 million Segment: Real Estate Company Description Consists of rental real estate, property development and associated resort activities Rental real estate consists primarily of retail, office and industrial properties leased to single corporate tenants Property development and resort operations are focused on the construction and sale of single and multi - family houses, lots in subdivisions and planned communities and raw land for residential development Historical Segment Financial Summary 34 Real Estate Segment LTM ($ millions) 2010 2011 2012 9/30/2013 Select Income Statement Data: Total revenues 90$ 90$ 88$ 84$ Adjusted EBITDA 40 47 47 41 Net income 8 18 19 14 Adjusted EBITDA attrib. to IEP 40$ 47$ 47$ 41$ Net income attrib. to IEP 8 18 19 14 Select Balance Sheet Data: Total assets 907$ 1,004$ 852$ 797$ Equity attributable to IEP 769 906 763 723 FYE December 31,

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 implemented a more customer - focused organizational structure during the first quarter of 2012 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 - know brands in home textiles including Martex, Grand Patrician, Luxor and Vellux WPH also licenses brands such as IZOD, Under the Canopy, and Southern Tide Historical Segment Financial Summary 35 Home Fashion Segment LTM ($ millions) 2010 2011 2012 9/30/2013 Select Income Statement Data: Total revenues 431$ 325$ 231$ 199$ Adjusted EBITDA (32) (31) (3) - Net income (62) (66) (27) (16) Adjusted EBITDA attrib. to IEP (23)$ (24)$ (3)$ -$ Net income attrib. to IEP (42) (56) (27) (16) Select Balance Sheet Data: Total assets 408$ 319$ 291$ 237$ Equity attributable to IEP 313 283 256 205 FYE December 31,

EBITDA Reconciliation 36

EBITDA and Adjusted EBITDA Reconciliation 37 Year Ended December 31, Nine Months Ended September 30, Twelve Months Ended September 30, 2010 2011 2012 2012 2013 2013 (unaudited) (unaudited) (unaudited) Attributable to Icahn Enterprises: Net income $199 $750 $396 $390 $803 $809 Interest expense, net 338 377 456 337 346 465 Income tax expense (benefit) 11 27 (128) (60) 211 143 Depreciation, depletion and amortization 328 309 434 303 343 474 EBITDA attributable to Icahn Enterprises $876 $1,463 $1,158 $970 $1,703 $1,891 Impairment (1) 8 58 106 68 7 45 Restructuring (2) 12 9 25 16 17 26 Non - service cost of U.S. based pension (3) 25 18 29 20 4 13 FIFO impact (favorable) unfavorable (4) -- -- 58 34 (54) (30) OPEB curtailment gains (5) (22) (1) (40) (39) (15) (16) Certain share - based compensation expense (6) -- -- 27 26 14 15 Major scheduled turnaround expense (7) -- -- 88 10 -- 78 (Gain) loss on disposal of assets (8) -- -- -- (2) 44 46 Expenses related to certain acquisitions (9) -- -- 4 -- -- 4 Net loss (gain) on extinguishment of debt (10) 40 -- 7 2 (3) 2 Unrealized (gain)/loss on certain derivatives (11) -- -- 57 96 (121) (160) Other -- -- 27 14 18 31 Adjusted EBITDA attributable to Icahn Enterprises $939 $1,547 $1,546 $1,215 $1,614 $1,945 Notes (1) Represents asset impairment charges (2) Restructuring costs primarily include expenses incurred by our Automotive and Home Fashion segments, relating to efforts to i nte grate and rationalize businesses and to relocate manufacturing operations to best - cost countries (3) Represents certain pension expenses, primarily associated with Federal - Mogul’s non - service cost of U.S. based funded pension (4) Represents FIFO impacts related to CVR’s petroleum business (5) Represents curtailment gains relating to Federal - Mogul’s elimination of certain post - employment benefits for certain of its empl oyees (6) Represents certain share - based compensation expense at our Automotive, Energy and Railcar segments (7) Represents major scheduled turnaround expenses associated with CVR’s petroleum and fertilizer businesses (8) Disposal of assets primarily relate to our Automotive segment’s disposal of certain businesses (9) Represents expenses related to certain acquisitions made by CVR (10) During 2010, we recognized a loss on the extinguishment of our certain senior unsecured notes due 2012 and 2013 (11) Represents unrealized gains and losses on certain derivatives ($ Millions)

EBITDA and Adjusted EBITDA Reconciliation by Segment – FYE 2012 38 Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion Holding Company Total (unaudited) Attributable to Icahn Enterprises: 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 (1) -- 76 -- 18 -- 1 -- -- 11 -- 106 Restructuring (2) -- 20 -- -- -- -- 1 -- 4 -- 25 Non - service cost of U.S. based pension (3) -- 27 -- -- -- -- 2 -- -- -- 29 FIFO impact unfavorable (4) -- -- 58 -- -- -- -- -- -- -- 58 OPEB curtailment gains (5) -- (40) -- -- -- -- -- -- -- -- (40) Certain share - based compensation expense (6) -- (3) 27 -- 3 -- -- -- -- -- 27 Major scheduled turnaround expense (7) -- -- 88 -- -- -- -- -- -- -- 88 Expenses related to certain acquisitions (8) -- -- 4 -- -- -- -- -- -- -- 4 Net loss on extinguishment of debt (9) -- -- 5 -- 1 1 -- -- -- -- 7 Unrealized loss on certain derivative s (10) -- -- 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 $1,546 Notes (1) Represents asset impairment charges (2) Restructuring costs primarily include expenses incurred by our Automotive and Home Fashion segments, relating to efforts to i nte grate and rationalize businesses and to relocate manufacturing operations to best - cost countries (3) Represents certain pension expenses, primarily associated with Federal - Mogul’s non - service cost of U.S. based funded pension (4) Represents FIFO impacts related to CVR’s petroleum business (5) Represents curtailment gains relating to Federal - Mogul’s elimination of certain post - employment benefits for certain of its empl oyees (6) Represents certain share - based compensation expense at our Automotive, Energy and Railcar segments (7) Represents major scheduled turnaround expenses associated with CVR’s petroleum and fertilizer businesses (8) Represents expenses related to certain acquisitions made by CVR (9) During 2010, we recognized a loss on the extinguishment of our certain senior unsecured notes due 2012 and 2013 (10) Represents unrealized gains and losses on certain derivatives ($ Millions)

EBITDA and Adjusted EBITDA Reconciliation by Segment – FYE 2011 39 Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion Holding Company Total (unaudited) Attributable to Icahn Enterprises: Net income $868 $121 $ -- $6 $2 $13 $4 $18 ($56) ($226) $750 Interest expense, net 8 109 -- -- 11 5 15 6 -- 223 377 Income tax expense (benefit) -- 13 -- (3) 2 3 4 -- -- 8 27 Depreciation, depletion and amortization -- 217 -- 23 12 13 12 23 9 -- 309 EBITDA attributable to Icahn Enterprises $876 $460 $ -- $26 $27 $34 $35 $47 ($47) $5 $1,463 Impairment (1) -- 37 -- -- -- 3 -- -- 18 -- 58 Restructuring (2) -- 4 -- -- -- -- -- -- 5 -- 9 Non - service cost of U.S. based pension (3) -- 18 -- -- -- -- -- -- -- -- 18 OPEB curtailment gains (4) -- (1) -- -- -- -- -- -- -- -- (1) Adjusted EBITDA attributable to Icahn Enterprises $876 $518 $ -- $26 $27 $37 $35 $47 ($24) $5 $1,547 Notes (1) Represents asset impairment charges (2) Restructuring costs primarily include expenses incurred by our Automotive and Home Fashion segments, relating to efforts to i nte grate and rationalize businesses and to relocate manufacturing operations to best - cost countries (3) Represents certain pension expenses, primarily associated with Federal - Mogul’s non - service cost of U.S. based funded pension (4) Represents curtailment gains relating to Federal - Mogul’s elimination of certain post - employment benefits for certain of its empl oyees ($ Millions)

EBITDA and Adjusted EBITDA Reconciliation by Segment – FYE 2010 40 Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion Holding Company Total (unaudited) Attributable to Icahn Enterprises: Net income $340 $116 $ -- $4 ($15) $ -- $10 $8 ($42) ($222) $199 Interest expense, net 1 109 -- -- 12 -- 15 8 1 192 338 Income tax expense (benefit) 1 9 -- 1 (8) -- 1 -- -- 7 11 Depreciation, depletion and amortization -- 254 -- 19 13 1 11 23 7 -- 328 EBITDA attributable to Icahn Enterprises $342 $488 $ -- $24 $2 $2 $37 $39 ($34) ($23) $876 Impairment (1) -- 1 -- -- -- -- -- 1 6 -- 8 Restructuring (2) -- 7 -- -- -- -- -- -- 5 -- 12 Non - service cost of U.S. based pension (3) -- 25 -- -- -- -- -- -- -- -- 25 OPEB curtailment gains (4) -- (22) -- -- -- -- -- -- -- -- (22) Net loss on extinguishment of debt (5) -- -- -- -- -- -- -- -- -- 40 40 Adjusted EBITDA attributable to Icahn Enterprises $342 $499 $ -- $24 $2 $1 $37 $40 ($23) $17 $939 Notes (1) Represents asset impairment charges (2) Restructuring costs primarily include expenses incurred by our Automotive and Home Fashion segments, relating to efforts to i nte grate and rationalize businesses and to relocate manufacturing operations to best - cost countries (3) Represents certain pension expenses, primarily associated with Federal - Mogul’s non - service cost of U.S. based funded pension (4) Represents curtailment gains relating to Federal - Mogul’s elimination of certain post - employment benefits for certain of its empl oyees (5) During 2010, we recognized a loss on the extinguishment of our certain senior unsecured notes due 2012 and 2013 ($ Millions)

EBITDA and Adjusted EBITDA Reconciliation by Segment – YTD Q3 2013 41 Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion Holding Company Total (unaudited) Attributable to Icahn Enterprises: Net income (loss) $690 $31 $340 ($18) $15 $18 ($7) $12 ($5) ($273) $803 Interest expense, net 3 69 25 -- 3 8 12 3 -- 223 346 Income tax expense (benefit) -- 22 179 (14) 22 1 (1) -- -- 2 211 Depreciation, depletion and amortization -- 172 90 20 11 16 11 17 6 -- 343 EBITDA attributable to Icahn Enterprises $693 $294 $634 ($12) $51 $43 $15 $32 $1 ($48) $1,703 Impairment (1) -- 3 -- -- -- 2 -- 2 -- -- 7 Restructuring (2) -- 15 -- -- -- -- -- -- 2 -- 17 Non - service cost of U.S. based pension (3) -- 2 -- -- -- -- 2 -- -- -- 4 FIFO impact unfavorable (4) -- -- (54) -- -- -- -- -- -- -- (54) OPEB curtailment gains (5) -- (15) -- -- -- -- -- -- -- -- (15) Certain share - based compensation expense (6) -- 3 9 -- 2 -- -- -- -- -- 14 Loss on disposal of assets (7) -- 44 -- -- -- -- -- -- -- -- 44 Net gains on extinguishment of debt (8) -- -- (3) -- -- -- -- -- -- -- (3) Unrealized (gain) on certain derivatives (9) -- -- (121) -- -- -- -- -- -- -- (121) Other -- 2 -- -- (1) -- 20 (1) (2) -- 18 Adjusted EBITDA attributable to Icahn Enterprises $693 $348 $465 ($12) $52 $45 $37 $33 $1 ($48) $1,614 Notes (1) Represents asset impairment charges (2) Restructuring costs primarily include expenses incurred by our Automotive and Home Fashion segments, relating to efforts to i nte grate and rationalize businesses and to relocate manufacturing operations to best - cost countries (3) Represents certain pension expenses, primarily associated with Federal - Mogul’s non - service cost of U.S. based funded pension (4) Represents FIFO impacts related to CVR’s petroleum business (5) Represents curtailment gains relating to Federal - Mogul’s elimination of certain post - employment benefits for certain of its empl oyees (6) Represents certain share - based compensation expense at our Automotive, Energy and Railcar segments (7) Disposal of assets primarily relate to our Automotive segment’s disposal of certain businesses (8) During 2010, we recognized a loss on the extinguishment of our certain senior unsecured notes due 2012 and 2013 (9) Represents unrealized gains and losses on certain derivatives ($ Millions)

EBITDA and Adjusted EBITDA Reconciliation by Segment – YTD Q3 2012 42 Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion Holding Company Total (unaudited) Attributable to Icahn Enterprises: Net income (loss) $121 $38 $219 ($21) $20 $25 $3 $17 ($16) ($16) $390 Interest expense, net 1 80 19 -- 8 5 12 4 -- 208 337 Income tax expense (benefit) -- (21) 128 (9) 14 1 2 -- -- (175) (60) Depreciation, depletion and amortization -- 164 59 19 11 17 10 17 6 -- 303 EBITDA attributable to Icahn Enterprises $122 $261 $425 ($11) $53 $48 $27 $38 ($10) $17 $970 Impairment (1) -- 61 -- -- -- 1 -- -- 6 -- 68 Restructuring (2) -- 14 -- -- -- -- -- -- 2 -- 16 Non - service cost of U.S. based pension (3) -- 20 -- -- -- -- -- -- -- -- 20 FIFO impact unfavorable (4) -- -- 34 -- -- -- -- -- -- -- 34 OPEB curtailment gains (5) -- (39) -- -- -- -- -- -- -- -- (39) Certain share - based compensation expense (6) -- (2) 25 -- 3 -- -- -- -- -- 26 Major scheduled turnaround expense (7) -- -- 10 -- -- -- -- -- -- -- 10 Gain on disposal of assets (8) -- (2) -- -- -- -- -- -- -- -- (2) Net gains on extinguishment of debt (9) -- -- -- -- 1 1 -- -- -- -- 2 Unrealized (gain) on certain derivatives (10) -- -- 96 -- -- -- -- -- -- -- 96 Other -- 7 2 -- 1 -- 3 1 -- -- 14 Adjusted EBITDA attributable to Icahn Enterprises $122 $320 $592 ($11) $58 $50 $30 $39 ($2) $17 $1,215 Notes (1) Represents asset impairment charges (2) Restructuring costs primarily include expenses incurred by our Automotive and Home Fashion segments, relating to efforts to i nte grate and rationalize businesses and to relocate manufacturing operations to best - cost countries (3) Represents certain pension expenses, primarily associated with Federal - Mogul’s non - service cost of U.S. based funded pension (4) Represents FIFO impacts related to CVR’s petroleum business (5) Represents curtailment gains relating to Federal - Mogul’s elimination of certain post - employment benefits for certain of its empl oyees (6) Represents certain share - based compensation expense at our Automotive, Energy and Railcar segments (7) Represents major scheduled turnaround expenses associated with CVR’s petroleum and fertilizer businesses (8) Disposal of assets primarily relate to our Automotive segment’s disposal of certain businesses (9) During 2010, we recognized a loss on the extinguishment of our certain senior unsecured notes due 2012 and 2013 (10) Represents unrealized gains and losses on certain derivatives ($ Millions)

EBITDA and Adjusted EBITDA Reconciliation by Segment – LTM Q3 2013 43 Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion Holding Company Total (unaudited) Attributable to Icahn Enterprises: Net income (loss) $726 ($31) $384 ($55) $24 $14 ($6) $14 ($16) ($245) $809 Interest expense, net 3 94 37 -- 3 11 15 4 -- 298 465 Income tax expense (benefit) -- 21 200 (6) 31 3 1 -- -- (107) 143 Depreciation, depletion and amortization -- 232 136 27 13 21 14 23 8 -- 474 EBITDA attributable to Icahn Enterprises $729 $316 $757 ($34) $71 $49 $24 $41 ($8) ($54) $1,891 Impairment (1) -- 18 -- 18 -- 2 -- 2 5 -- 45 Restructuring (2) -- 21 -- -- -- -- 1 -- 4 -- 26 Non - service cost of U.S. based pension (3) -- 9 -- -- -- -- 4 -- -- -- 13 FIFO impact unfavorable (4) -- -- (30) -- -- -- -- -- -- -- (30) OPEB curtailment gains (5) -- (16) -- -- -- -- -- -- -- -- (16) Certain share - based compensation expense (6) -- 2 11 -- 2 -- -- -- -- -- 15 Major scheduled turnaround expense (7) -- -- 78 -- -- -- -- -- -- -- 78 Loss on disposal of assets (8) -- 46 -- -- -- -- -- -- -- -- 46 Expenses related to certain acquisitions (9) -- -- 4 -- -- -- -- -- -- -- 4 Net loss on extinguishment of debt (10) -- -- 2 -- -- -- -- -- -- -- 2 Unrealized loss on certain derivative (11) -- -- (160) -- -- -- -- -- -- -- (160) Other -- 22 (2) (1) (2) (2) 19 (2) (1) -- 31 Adjusted EBITDA attributable to Icahn Enterprises $729 $418 $660 ($17) $71 $49 $48 $41 $ -- ($54) $1,945 Notes (1) Represents asset impairment charges (2) Restructuring costs primarily include expenses incurred by our Automotive and Home Fashion segments, relating to efforts to i nte grate and rationalize businesses and to relocate manufacturing operations to best - cost countries (3) Represents certain pension expenses, primarily associated with Federal - Mogul’s non - service cost of U.S. based funded pension (4) Represents FIFO impacts related to CVR’s petroleum business (5) Represents curtailment gains relating to Federal - Mogul’s elimination of certain post - employment benefits for certain of its empl oyees (6) Represents certain share - based compensation expense at our Automotive, Energy and Railcar segments (7) Represents major scheduled turnaround expenses associated with CVR’s petroleum and fertilizer businesses (8) Disposal of assets primarily relate to our Automotive segment’s disposal of certain businesses (9) Represents expenses related to certain acquisitions made by CVR (10) During 2010, we recognized a loss on the extinguishment of our certain senior unsecured notes due 2012 and 2013 (11) Represents unrealized gains and losses on certain derivatives ($ Millions)

Adjusted EBITDA Reconciliation – American Railcar Industries, Inc. (ARII) 44 Source: ARI Q3 2013 & Q4 2012 Earnings Press Release. Financials FYE FYE 2011 2012 Net Earnings 4$ 64$ 88$ Income Tax expense 4 42 56 Interest expense 20 18 9 Loss in debt extinguishment 0 2 0 Interest Income (4)$ (3)$ (3)$ Depreciation 22 24 26 EBITDA 47 147 176 Other income related to our short-term investments - (2) (4) Expense related to stock appreciation rights compensation 4 5 5 Adjusted EBITDA 51 150 177 LTM 9/30/2013 ($ Millions)

Adjusted EBITDA Reconciliation – CVR Energy (CVI) 45 Source: CVR Energy Q3 2013 Earnings Presentation. Financials FYE FYE LTM Q3 ($ in millions) 2011 2012 2013 Net income (loss) attributable to CVR Energy stockholders 346$ 379$ 433$ Interest expense and other financing costs, net of interest income 55 75 57 Depreciation and amortization 90 130 138 Income tax expense 210 226 239 FIFO impacts, (favorable) unfavorable (26) 58 (61) Goodwill impairment - - - (Gain) loss on derivatives, net (78) 286 (165) Current period settlement on derivative contracts (7) (138) (61) Share-based compensation 27 39 24 Loss on disposal of fixed asset 3 - - Loss on extinguishment of debt 2 38 64 Major scheduled turnaround expenses 66 129 94 Expenses associated with proxy matter - 44 - Expenses associated with Gary-Williams acquisition 9 11 1 Adjusted EBITDA and EBITDA expenses related to non-controlling interest (8) (11) 7 Adjusted EBITDA 690$ 1,264$ 769$