Description of Business and Basis of Presentation.

General

Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987. Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”) is a limited partnership formed in Delaware on February 17, 1987. References to "we," "our" or "us" herein include both Icahn Enterprises and Icahn Enterprises Holdings and their subsidiaries, unless the context otherwise requires.

Icahn Enterprises owns a 99% limited partner interest in Icahn Enterprises Holdings. Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), which is owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2016. Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Therefore, the financial results of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same, with differences relating primarily to debt, as discussed further in Note 10, "Debt," and the allocation of the general partner interest, which is reflected as an aggregate 1.99% general partner interest in the financial statements of Icahn Enterprises. In addition to the above, Mr. Icahn and his affiliates owned approximately 89.8% of Icahn Enterprises' outstanding depositary units as of December 31, 2016.

We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Automotive, Energy, Railcar, Gaming, Metals, Mining, Food Packaging, Real Estate and Home Fashion. We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises and Icahn Enterprises Holdings (unless otherwise noted), and investment activity and expenses associated with the Holding Company. Further information regarding our continuing reportable segments is contained in Note 3, “Operating Units,” and Note 13, “Segment and Geographic Reporting.”

We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “'40 Act”). Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the '40 Act. In addition, we do not invest or intend to invest in securities as our primary business. We intend to structure our investments to continue to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended.

Acquisitions of Businesses

Automotive

Pep Boys Acquisition

On February 3, 2016, pursuant to a tender offer, we acquired a majority of the outstanding shares of Pep Boys - Manny, Moe and Jack ("Pep Boys") and on February 3, 2016, we completed the acquisition of the remaining outstanding shares of Pep Boys. The primary reasons for the acquisition of Pep Boys were to add new product lines to our Automotive segment, to provide operating synergies, to strengthen distribution channels and to enhance our Automotive segment's ability to better service its customers.

The total value for the acquisition of Pep Boys was approximately $1.2 billion, including the fair value of our equity interest in Pep Boys just prior to our acquisition of a controlling interest. Prior to obtaining a controlling interest, we remeasured our equity interest in Pep Boys to its acquisition-date fair value of $121 million. The difference between the carrying value and the acquisition-date fair value of our equity interest in Pep Boys was immaterial. We used a market approach to remeasure our equity interest based on the tender offer price for Pep Boys.

A preliminary valuation of the net assets of the Pep Boys acquisition resulted in $993 million allocated to tangible net assets, which consisted of $998 million allocated to property, plant and equipment, $659 million allocated to inventory and $664 million to other tangible net liabilities, and $210 million allocated to goodwill and other intangible net assets as of the acquisition date. Our allocation to other intangible net assets includes $59 million allocated to unfavorable leases liability which is included in accrued expenses and other liabilities on the consolidated balance sheets. We are in the process of valuing the Pep Boys acquisition and have recorded provisional amounts based on preliminary estimates of fair value of net assets acquired, including goodwill. The provisional measurements of net assets are subject to change as we finalize the purchase price allocation.

Our consolidated results for the year ended December 31, 2016 include total revenues of approximately $1.7 billion, net of intercompany eliminations, and net loss attributable to Icahn Enterprises and Icahn Enterprises Holdings of $8 million, net of intercompany eliminations, that are directly attributable to our acquisition of Pep Boys.

After giving effect to the acquisition of Pep Boys as if it had occurred on January 1, 2015, Icahn Enterprises' pro forma revenue for the years ended December 31, 2016 and 2015 was approximately $16.5 billion and $17.4 billion, respectively, pro forma net loss was approximately $2.3 billion and $2.1 billion, respectively, and pro forma net loss attributable to Icahn Enterprises was approximately $1.2 billion and $1.2 billion, respectively. Additionally, pro forma basic and diluted loss per LP unit was $8.36 and $9.44 for the years ended December 31, 2016 and 2015, respectively.

Other Acquisition

On May 26, 2016, Federal-Mogul completed the acquisition of the assets of a filter manufacturing business in Mexico, which primarily serves the Mexican market, for a purchase price of $25 million, net of cash acquired. The estimated fair value of net assets acquired at the acquisition date is $25 million. Federal-Mogul is in the process of finalizing certain customary post-closing adjustments which could affect the estimated fair value of assets acquired and liabilities assumed.

Energy

CVR Nitrogen, LP Acquisition

On April 1, 2016, CVR Partners, LP ("CVR Partners") completed its acquisition of CVR Nitrogen, LP ("CVR Nitrogen") (formerly known as East Dubuque Nitrogen Partners, L.P. and also formerly known as Rentech Nitrogen Partners L.P.) and CVR Nitrogen GP, LLC (formerly known as East Dubuque Nitrogen GP, LLC and also formerly known as Rentech Nitrogen GP, LLC). In connection with this acquisition, CVR Partners issued approximately 40.2 million common units to CVR Nitrogen common unitholders with a fair market value of $336 million and paid $99 million in cash consideration and assumed $368 million fair value of debt. The total fair value of the purchase price consideration to be allocated was $440 million and the estimated fair value of net assets acquired at the acquisition date was $440 million. There were no identifiable intangible assets related to this acquisition.

CVR Nitrogen's debt arrangements that remained in place after the closing date of the acquisition included $320 million of its 6.5% notes due 2021, the majority of which were purchased in June 2016, as discussed further in Note 10, "Debt." On April 1, 2016, in connection with the acquisition of CVR Nitrogen, CVR Partners entered into a new $320 million senior term loan facility with American Entertainment Properties Corp. (the "AEPC Facility"), a wholly owned subsidiary of Icahn Enterprises, as the lender. In connection with the repayment of the substantial majority of CVR Nitrogen's 6.5% notes due 2021, the AEPC Facility was terminated.

CVR Nitrogen, located in East Dubuque, Illinois, owns and operates a nitrogen fertilizer facility, producing primarily ammonia and UAN using natural gas as its facility's primary feedstock. The primary reasons for the merger were to expand CVR Partners' geographical footprint, diversify its raw material feedstocks, widen its customer reach and increase its potential cash-flow generation.

Gaming

TER Acquisition

On September 9, 2014, Trump Entertainment Resorts, Inc. (“TER”) and its subsidiaries filed voluntary Chapter 11 petitions in the United States Bankruptcy Court for the District of Delaware in Wilmington, Delaware. On February 26, 2016 (the "Effective Date"), TER emerged from bankruptcy. Icahn Enterprises was the sole holder of TER's senior secured debt. On the Effective Date, among other things, the existing pre-petition senior secured debt with a face amount of $286 million held by Icahn Enterprises was extinguished and converted into 100.0% of TER’s New Common Stock (as defined in the bankruptcy plan). As a result, we became the 100.0% owner of TER after reorganization and accordingly, obtained control and began consolidating the results of TER on February 26, 2016. TER owns the Trump Taj Mahal Casino Resort (the "Trump Taj Mahal"). The Trump Taj Mahal closed and ceased its casino and hotel operations on October 10, 2016.

Prior to obtaining a controlling interest in TER upon its emergence from bankruptcy, we remeasured our interest in TER to its acquisition-date fair value of $126 million, resulting in a $16 million gain on investment activities. We used a market approach to remeasure our equity interest based on the trading price of TER's debt immediately prior to TER's emergence from bankruptcy on February 26, 2016.

A valuation of the net assets of TER resulted in $109 million allocated to tangible net assets and $17 million to goodwill and intangible assets. As a result of the Trump Taj Mahal's closing, we recorded an aggregate impairment charge of $106 million for the year ended December 31, 2016 related to property, plant and equipment, goodwill and intangible assets for our Gaming segment. See Note 6, "Fair Value Measurements," and Note 8, "Goodwill and Intangible Assets, Net," for further discussion regarding these impairment charges.

Disposition of Business

Agreement to Sell ARL

On December 19, 2016, we entered into a definitive agreement to sell American Railcar Leasing, LLC ("ARL") to SMBC Rail Services LLC ("SMBC Rail") for cash based on (i) a value of approximately $2.8 billion (subject to certain adjustments) and (ii) a fleet of approximately 29,000 railcars (the "ARL Initial Sale"). The ARL Initial sale is expected to close in the second quarter of 2017. For a period of three years thereafter, upon satisfaction of certain conditions, we will have an option to sell, and SMBC Rail will have an option to buy, approximately 4,800 additional railcars for an additional purchase price estimated to be approximately $586 million.

In accordance with U.S. GAAP, the assets and liabilities to be disposed of in the ARL Initial Sale meet the criteria to be classified as held for sale in our consolidated balance sheet as of December 31, 2016. Among other factors, we determined these criteria to be met upon execution of our definitive agreement to sell ARL to SMBC Rail on December 19, 2016. Upon meeting the criteria to be classified as held for sale, we considered whether the carrying amounts of the assets and liabilities were impaired and determined that no adjustments were necessary as the fair value of the assets and liabilities of the ARL Initial Sale exceeded their carrying amounts.

In addition, we determined that the ARL Initial Sale, does not constitute a strategic shift that will have a major effect on our operations and consolidated financial results and thus, in accordance with U.S. GAAP, does not qualify for presentation and disclosure as discontinued operations. In arriving at our conclusion, we considered that following the closing of the ARL Initial Sale (i) we will continue to operate in the railcar business and report a Railcar segment, comprising railcar leasing, railcar manufacturing, and railcar services operations; (ii) our other businesses' operations and financial results are not expected to be materially, adversely affected and; (iii) our overall business strategy will not be affected, including our liquidity and compliance with financial covenants that include debt covenants.

The assets and liabilities classified as held for sale on the consolidated balance sheet as of December 31, 2016 primarily consist of the assets and liabilities to be disposed of in the ARL Initial Sale. The table below includes the assets and liabilities classified as held for sale as of December 31, 2016 relating to the ARL Initial Sale and which are included within our Railcar segment.



	December 31,
	2016
	(in millions)
Cash and cash equivalents	$	113
Property, plant and equipment, net (Note 9)	1,197
Other assets	41
	$	1,351

Accounts payable, accrued expenses and other liabilities	$	27
Debt (Note 10)	1,746
	$	1,773

Filing Status of Subsidiaries

Federal-Mogul Holdings LLC (formerly known as Federal-Mogul Holdings Corporation and both referred to as "Federal-Mogul"), CVR Energy, Inc. ("CVR"), American Railcar Industries, Inc. (“ARI”) and Tropicana Entertainment Inc. (“Tropicana”) each file annual, quarterly and current reports and proxy and information statements with the Securities and Exchange Commission ("SEC"). Each of these reports is publicly available at www.sec.gov.