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): March 17, 2017
 
Commission File Number	Exact Name of Registrant as Specified in its Charter,
Address of Principal Executive Offices and Telephone Number	State of
Incorporation	I.R.S.
Employer
Identification No.	
 	 	 	 	
1-9516	Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
(212) 702-4300	Delaware	13-3398766	
 	 	 	 	
333-118021-01	ICAHN ENTERPRISES HOLDINGS L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
(212) 702-4300	Delaware	13-3398767	
  
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 	¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
 	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
 	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
 	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 
 
Item 7.01	Regulation FD Disclosure	
 
Icahn Enterprises L.P. has attached hereto as Exhibit 99.1 a copy of updated presentation materials that it intends to use in connection with meetings with investors, groups of investors and media and in connection with presentations and speeches to various audiences. 
 
The information contained in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. In addition, the information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any of Icahn Enterprises L.P.’s filings with the Securities and Exchange Commission or any other document except as shall be expressly set forth by specific reference in such filing or document.
 
2 

 
Item 9.01	Financial Statements and Exhibits	
 
(d) Exhibits
 
99.1 -Presentation Materials

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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
 	ICAHN ENTERPRISES L.P.
(Registrant)	
 	 	 	 	
 	By:	Icahn Enterprises G.P. Inc.
its general partner	
 	 	 	 	
 Date: March 17, 2017	 	By: 	/s/ Peter Reck	
 	 	 	Peter Reck	
 	 	 	Chief Accounting Officer	

 	ICAHN ENTERPRISES HOLDINGS L.P.
(Registrant)	
 	 	 	 	
 	By:	Icahn Enterprises G.P. Inc.
its general partner	
 	 	 	 	
 Date: March 17, 2017	 	By: 	/s/ Peter Reck	
 
 	 	 	Peter Reck
Chief Accounting Officer	

4 

 

Exhibit 99.1

Icahn Enterprises L.P. Investor Presentation March 2017

 

Forward-Looking Statements and Non-GAAP Financial Measures Forward-LookingStatements Thispresentationcontainscertainstatementsthatare,ormaybedeemedtobe,“forward-lookingstatements”withinthemeaningofSection27Aofthe SecuritiesActof1933,asamended,andSection21EoftheSecuritiesExchangeActof1934,asamended. Allstatementsincludedherein,otherthan statementsthatrelatesolelytohistoricalfact,are“forward-lookingstatements.” Suchstatementsinclude,butarenotlimitedto,anystatementthatmay predict,forecast,indicateorimplyfutureresults,performance,achievementsorevents,oranystatementthatmayrelatetostrategies,plansorobjectives for,orpotentialresultsof,futureoperations,financialresults,financialcondition,businessprospects,growthstrategyorliquidity,andarebasedupon management’scurrentplansandbeliefsorcurrentestimatesoffutureresultsortrends. Forward-lookingstatementscangenerallybeidentifiedby phrasessuchas“believes,”“expects,”“potential,”“continues,”“may,”“should,”“seeks,”“predicts,”“anticipates,”“intends,”“projects,”“estimates,”“plans,” “could,”“designed,”“shouldbe”andothersimilarexpressionsthatdenoteexpectationsoffutureorconditionaleventsratherthanstatementsoffact. Our expectations,beliefsandprojectionsareexpressedingoodfaithandwebelievethatthereisareasonablebasisforthem. However,therecanbeno assurancethattheseexpectations,beliefsandprojectionswillresultorbeachieved. Thereareanumberofrisksanduncertaintiesthatcouldcauseouractualresultstodiffermateriallyfromtheforward-lookingstatementscontainedinthis presentation. TheserisksanduncertaintiesaredescribedinourAnnualReportonForm10-KfortheyearendedDecember31,2016. Theremaybe otherfactorsnotpresentlyknowntousorwhichwecurrentlyconsidertobeimmaterialthatmaycauseouractualresultstodiffermateriallyfromthe forward-lookingstatements. Allforward-lookingstatementsattributabletousorpersonsactingonourbehalfapplyonlyasofthedateofthispresentationandareexpresslyqualified intheirentiretybythecautionarystatementsincludedinthispresentation. Excepttotheextentrequiredbylaw,weundertakenoobligationtoupdateor revise forward-looking statements to reflect events or circumstances after the date such statements are made or to reflect the occurrence of unanticipatedevents. Non-GAAPFinancialMeasures Thispresentationcontainscertainnon-GAAPfinancialmeasures,includingEBITDA,AdjustedEBITDAandIndicativeNetAssetValue. Thenon-GAAPfinancialmeasurescontainedhereinhavelimitationsasanalyticaltoolsandshouldnotbeconsideredinisolationorinlieuofananalysis ofourresultsasreportedunderU.S.GAAP. Thesenon-GAAPmeasuresshouldbeevaluatedonlyonasupplementarybasisinconnectionwithourU.S. GAAPresults,includingthosereportedinourconsolidatedfinancialstatementsandtherelatednotestheretocontainedinourAnnualReportonForm 10-KfortheyearendedDecember31,2016.Areconciliationofthesenon-GAAPfinancialmeasurestothemostdirectlycomparableGAAPfinancial measurescanbefoundinthebackofthispresentation.

 

Company Overview 3

 

Overview of Icahn Enterprises  Icahn Enterprises L.P. is a diversified holding company with operating segments in Investment, Automotive, Energy, Gaming, Mining, Railcar, Food Packaging, Metals, Real Estate and Home Fashion  IEP is majority owned and controlled by Carl Icahn - Over the last several years, Carl Icahn has contributed most of his businesses to and executed transactions primarily throughIEP - As of March 1, 2017, Carl Icahn and his affiliates owned approximately 90.1% of IEP’s outstanding depositary units  IEP benefits from cash flows from its subsidiaries: - CVR Energy: $2.00 per share annualized dividend - American Railcar Inc: $1.60 per share annual dividend - Recurring cash flows from American Railcar Leasing and 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 $6.00 annual distribution (10.0% yield as of December 31, 2016) (1) Investment segment total assets represents book value of equity 4 ($ millions) As of December 31, 2016 Segment Assets Revenue Net (Loss) Income Attrib. to IEP Adj. EBITDA Attrib. to IEP Investment (1) $5,396 ($1,223) ($604) ($528) Automotive 9,819 9,928 53 697 Energy 5,013 4,764 (327) 156 Metals 193 269 (20) (15) Railcar 3,332 962 150 379 Gaming 1,402 948 (109) 73 Mining 219 63 (19) 1 Food Packaging 428 332 6 40 Real Estate 687 88 12 41 Home Fashion 193 196 (12) (1) Holding Company 553 21 (258) (1) Total $27,235 $16,348 ($1,128) $842 Twelve Months Ended December 31, 2016

 

66% CVR Energy Inc. (NYSE: CVI) Summary Corporate Organizational Chart WestPoint Home LLC PSC Metals Inc. AREP Real Estate Holdings, LLC Tropicana Entertainment Inc. (OTCPK:TPCA) Federal-Mogul Holdings Corp. Icahn Enterprises G.P. Inc. Icahn Enterprises L.P. (NasdaqGS: IEP) Icahn Enterprises Holdings L.P. 1% 1% 99% LP Interest 34% 75% 100% 82% American Railcar Industries, Inc. (NasdaqGS:ARII) Icahn Capital LP Viskase Companies Inc. (OTCPK:VKSC) As of December 31, 2016, Icahn Enterprises had investments with a fair market value of approximately $1.7 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, Missouri, Louisiana and Aruba Leading North American manufacturer of hopper and tank railcars and provider of railcar repair and maintenance services 73% 100% 100% 62% Producer and distributer of nitrogen fertilizer products CVR Partners, LP (NYSE: UAN) CVR Refining, LP (NYSE: CVRR) 185k bpd capacity oil refining company in the mid-continent region of the United States 100% 100% 4% Leading global supplier to the automotive, aerospace, energy, heavy duty truck, industrial, marine, power generation and auto aftermarket industries Note: Percentages denote equity ownership as of March 1, 2017. Excludes intermediary and pass through entities. American Railcar Leasing LLC Leading North American lessorof hopper and tank railcars 100% 5 Ferrous Resources 77% Brazilian iron ore producer Pep Boys & IEH Auto Parts Holding LLC Retailer and distributor of aftermarket auto products and provider of automotive service 100% Trump Entertainment Resorts, Inc. Owns Trump TajMahallocated in Atlantic City, NJ. 100%

 

Diversified Subsidiary Companies with Significant Inherent Value The Company’s diversification across multiple industries and geographies provides a natural hedge against cyclical and general economic swings Global market leader in each of its principal product categories with a long history of quality and strong brand names Geographically diverse, regional properties in major gaming markets with significant consolidation opportunities 200 year heritage with some of the best known brands in home fashion; consolidation likely in fragmented sector Leading global market position in non-edible meat casings poised to capture further growth in emerging markets Established regional footprint positioned to actively participate in consolidation of the highly fragmented scrap metal market Our railcar segment is a leading, vertically integrated manufacturer of railcars, railcar services and railcar leasing. Strategically located mid-continent petroleum refiner and nitrogen fertilizer producer generating record profitability Long-term real estate investment horizon with strong, steady cash flows AREP Real Estate Holdings, LLC  IEP’s subsidiary companies possess key competitive strengths and / or leading market positions  IEP seeks to create incremental value by investing in organic growthand targeting businesses that offer consolidation opportunities - Capitalize on attractive interest rate environment to pursue acquisitions and recognize meaningful synergies 6 A Brazilian iron ore mining operation that supplies iron ore products to the global steel industry Retailer and distributor of aftermarket auto products and provider of automotive service

 

 IEP began as American Real Estate Partners, which was founded in 1987, and has grown its diversified portfolio to ten operating segments and approximately $33 billion of assets as of December 31, 2016  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 net pre-tax gain of $0.6 billion - In 2008, IEP sold its investment in American Casino & Entertainment Properties LLC for $1.2 billion, resulting in a pre-tax gainof $0.7 billion - In 2016, IEP announced sale of American Railcar Leasing at a $3.4 billion valuation.  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 and Trump Entertainment Resorts, Inc in 2016 Evolution of Icahn Enterprises Timeline of Recent Acquisitions and Exits (1) Market capitalization as of December 31, 2016 and balance sheet data as of December 31, 2016. (2) Percentages represents weighted-average composite of the gross returns, net of expenses for the Investment Funds. (3) Return assumes that IEP’s holdings in CVR Energy remained in the Investment Funds for the entire period. IEP obtained a majority stake in CVR Energy in May 2012. InvestmentFunds returns were approximately 6.6% when excluding returns on CVR Energy after it became a consolidated entity. As of December 31, 2006  Mkt. Cap: $5.3bn  Total Assets: $4.2bn Current (1)  Mkt. Cap: $8.7bn  Total Assets: $33.3bn 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 billion 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 Year / Returns: (2) 7 CVR Refining & CVR Partners 2013: CVR Refining completed IPO and secondary offering. CVR Partners completed a secondary offering. 2016 (20.3%) 2007 12.3% 2008 (35.6%) 2009 33.3% 2010 15.2% 2011 34.5% 2012 20.2% (3) American Railcar Leasing LLC 10/2/13: Acquired 75% of ARL from companies wholly owned by Carl Icahn 2013 30.8% 2014 (7.4%) IEH Auto Parts Holding 6/1/15: IEH Auto Parts Holding LLC acquired substantially all of the auto part assets in the U.S. of Uni-Select Inc. Ferrous Resources 6/8/15: IEP acquired a controlling interest in Ferrous Resources 2015 (18.0%) Pep Boys 2/4/16: IEP acquired Pep Boys Trump Entertainment Resorts, Inc 2/26/16: IEP obtained control of Trump Entertainment Resorts, Inc., upon its emergence from bankruptcy

 

 IEP seeks undervalued companies and often becomes “actively” involved in the targeted companies  Activist strategy requires significant capital, rapid execution and willingness to take control of companies  Implement changes required to improve businesses Ability to Maximize Shareholder Value Through Proven Activist Strategy Purchase of Stock or Debt  IEP pursues its activist strategy and seeks to promulgate change x Dealing with the board and management x Proxy fights x Tender offers x Taking control  With over 300 years of collective experience, IEP’s investment and legal team is capable of unlocking a target’s hidden value x Financial / balance sheet restructuring x Operation turnarounds x Strategic initiatives x Corporate governance changes  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 Putting Activism into Action 8

 

Situation Overview Historically, two businesses had a natural synergy - Motorparts benefitted from OEM pedigree and scale Review of business identified numerous dis-synergies by having both under one business - Different customers, methods of distribution, cost structures, engineeringand R&D, and capital requirements Structuredas a C-Corporation - Investors seeking more favorable alternative structures Review of business identifies opportunity for significant cash flow generation - High quality refiner in underserved market - Benefits from increasing North American oil production - Supported investment in Wynnewood refinery and UAN plant expansion Strong investor appetite for yield oriented investments Strategic / Financial Initiative Adjusted business model to separate Powertrain and Motorparts into two separate businesses Contributed assets to a separate MLP and subsequently launched CVR Refining IPO and secondary offerings; completed CVR Partners secondary offering Result Separation improved management focus for the respective segments CVR Energy stock up approximately 62.1%, including dividends, from tender offer price of $30.00 (1) Significant Experience Optimizing Business Strategy and Capital Structure  IEP’s management team possesses substantial strategic and financial expertise - Maintains deep knowledge of capital markets, bankruptcy laws, mergers and acquisitions and transaction processes  Active participation in the strategy and capital allocation for targeted companies - Not involved in day-to-day operations  IEP will make necessary investments to ensure subsidiary companies can compete effectively Select Examples of Strategic and Financial Initiatives (1) Based on CVR Energy’s stock price as of December 31, 2016 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 Name Title Years at Icahn Years of Industry Experience Keith Cozza President& Chief Executive Officer, Icahn Enterprises L.P. 12 15 SungHwan Cho Chief Financial Officer, Icahn Enterprises L.P. 10 19 Courtney Mather Portfolio Manager, Icahn Capital 3 17 Richard Mulligan Portfolio Manager,Icahn Capital 1 37 Brett Icahn Consultant, Icahn Enterprises L.P. 13 13 David Schechter Consultant, Icahn Enterprises L.P. 13 20 Jesse Lynn General Counsel, Icahn Enterprises L.P. 12 21 Andrew Langham General Counsel, Icahn Enterprises L.P. 12 17 10

 

Overview of Operating Segments 11

 

Highlights and Recent Developments  Since inception in 2004 through December 31, 2016, the Investment Funds’ cumulative return was approximately 116.1%, representing an annualized rate of return of approximately 6.5%  Long history of investing in public equity and debt securities and pursuing activist agenda  Employs an activist strategy that seeks to unlock hidden value through various tactics - Financial / balance sheet restructurings (e.g., CIT Group, Apple) - Operational turnarounds (e.g., Motorola, Navistar, Hertz) - Strategic initiatives (e.g., Motorola, eBay, Manitowoc) - Corporate governance changes (e.g., eBay, Gannet)  The Investment Funds’ net notional exposure was (128%) at December 31, 2016  The Investment Funds returned all fee-paying capital to their investors in 2011.  Returns of 33.3%, 15.2%, 34.5%, 20.2% (2) , 30.8%, (7.4%), (18.0%) and (20.3%) in 2009, 2010, 2011, 2012, 2013, 2014, 2015 and 2016, respectively Segment: Investment Company Description  IEP invests its proprietary capital through various private investment funds (the “Investment Funds”) managed by the Investment segment  Fair value of IEP’s interest in the Investment Funds was approximately $1.7 billion as of December 31, 2016  IEP has daily liquidity through its ability to redeem its investment in the Investment Funds on a daily basis Historical Segment Financial Summary 12 (1) Balance Sheet data as of the end of each respective fiscal period. (2) 2012 gross return assumes that IEP’s holdings in CVR Energy remained in the Investment Funds for the entire period. IEP obta ined a majority stake in CVR Energy in May 2012. Investment Funds returns were approximately 6.6% when excluding returns on CVR Energy after it became a consolidated e ntity. Investment Segment ($ millions) 2014 2015 2016 Select Income Statement Data: Total revenues ($218) ($865) ($1,223) Net income (684) (1,665) (1,487) Net income attrib. to IEP (305) (760) (604) Select Balance Sheet Data (1) : Total equity $9,062 $7,541 $5,396 Equity attributable to IEP 4,284 3,428 1,669 FYE December 31,

 

Highlights and Recent Developments  Strategic location and complex refineries allows CVR to benefit from access to price advantaged crude oil  CVR Partners acquired an additional fertilizer plant in April 2016, giving it geographic and feed stock diversity  CVR Energy has annualized dividends of $2.00 per unit - CVR Refining full year distribution was $2.75 per common unit in 2015 and no distribution was declared for 2016 - CVR Partners full year distribution was $1.11 per common unit in 2015 and $0.71 per common unit in 2016 Segment: Energy Company Description  CVR Energy, Inc. (NYSE:CVI) operates as a holding company that owns majority interests in two separate operating subsidiaries: CVR Refining, LP (NYSE:CVRR) and CVR Partners, LP (NYSE:UAN) - CVR Refining is an independent petroleum refiner and marketer of high-value transportation fuels in the mid-continent of the United States - CVR Partners is a manufacturer of ammonia and urea ammonium nitrate solution fertilizer products Historical Segment Financial Summary 13 (1) Balance Sheet data as of the end of each respective fiscal period. Energy Segment ($ millions) 2014 2015 2016 Select Income Statement Data: Total revenues $9,292 $5,442 $4,764 Adjusted EBITDA 716 755 313 Net income 168 7 (604) Adjusted EBITDA attrib. to IEP $415 $436 $156 Net income attrib. to IEP 95 25 (327) Select Balance Sheet Data (1) : Total assets $5,334 $4,888 $5,013 Equity attributable to IEP 1,612 1,508 1,034 FYE December 31,

 

Gasoline 51.9% Distillate 40.6% Other 7.5% CVR Refining, LP (NYSE:CVRR)  Two PADD II Group 3 refineries with combined capacity of 185,000 barrels per day  The Company enjoys advantages that enhance the crack spread - Access to mid-continent local and Canadian crude oils - Markets its products in a supply-constrained products market with transportation and crude cost advantage  Strategic location and logistics assets - ~7.0MMbbls of total storage capacity, including ~6% of total crude oil storage capacity at Cushing - 35,000 bpd of contracted capacity on the Keystone and Spearhead pipelines - Crude oil gathering system with a capacity over 65,000 bpd serving Kansas, Nebraska, Oklahoma, Missouri, Colorado and Texas - 170,000 bpd pipeline system supported by approximately 340 miles of owned and leased pipelines - Approximately 150 crude oil transports Key Operational Data (1) CVR Refining, LP (NYSE:CVRR) Crude oil throughput (198,042 bpd) Production (209,605bpd) (1) For the twelve months ended December 31, 2016. (2) Other includes pet coke, asphalt, natural gas liquids (“NGLs”), slurry, sulfur, gas oil and specialty products such as propyl eneand solvents, excludes internally produced fuel. Strategically Located Refineries and Supporting Logistics Assets 14 (2) Sweet 89.5% Medium 1.3% Heavy Sour 9.2%

 

CVR Partners, LP (NYSE:UAN)  On April 1, 2016, CVR Partners acquired an East Dubuque, IL fertilizer plant - Acquisition provides geographic and feed stock diversity  Attractive market dynamics for nitrogen fertilizer - Global fertilizer demand has historically increased in-line with population and income growth - Increasing demand for corn (largest use of nitrogen fertilizer) and meat - Nitrogen represents ~61% of fertilizer consumption - Nitrogen fertilizers must be applied annually, creating stable demand  U.S. has historically been a large net importer of nitrogen  Nitrogen fertilizer is a relatively small component of farmers’ cost profile  Strategically located assets - Large geographic footprint serving the Southern Plains and Mid Corn Belt markets - Competitive advantage due to storage capabilities at the facilities and offsite locations - Product prices higher due to advantaged cost of freight CVR Partners, LP (NYSE:UAN) Strategically Located Assets 15

 

Segment: Automotive Company Description  We conduct our Automotive segment through Federal-Mogul Holdings, Pep Boys and IEH Auto Parts Holding  Federal-Mogul operates with two end-customer focused businesses. The Powertrain business focuses on original equipment powertrain products for automotive applications. The Motorparts business sells products including brakes, chassis, wipers, and other vehicle components to the global aftermarket and to original equipment manufacturers.  Pep Boys is a retailer and distributor of aftermarket auto products and provider of automotive service.  IEH Auto is a distributor of aftermarket auto parts primarily to auto service customers and wholesalers. Historical Segment Financial Summary Federal-Mogul: Powertrain Highlights  Fuel economy and emissions content driving market growth - Combustion engines still #1 for foreseeable future - Regulations increasing demand for further improvement through 2025 - Engine downsizing creates higher content product mix  Leading powertrain products with #1 or #2 position in most major product categories  Extensive technology and intellectual property with focus on core product lines  Investing in emerging markets where there are attractive opportunities for growth  Continued restructuring to lower cost structure and improve manufacturing footprint Federal-Mogul: Motorparts Highlights  Aftermarket benefits from the growing number of vehicles globally and the increasing age of vehicles in Europe and North America  Leader in most of its product categories with a long history of quality and strong brand names including Champion, Wagner, Ferodo, MOOG, Fel-Pro  Investing in Growth - Global Expansion: Leverage global capabilities in Asia and other emerging markets - Distribution and IT: Improve customer service and delivery, order and inventory management, on-line initiatives - Cost Structure: improve manufacturing footprint, optimize low-cost sourcing and operational performance - Product Line Growth: expand existing product lines and add new product lines through acquisition or internal investment - Product Differentiation and Brand Value: invest in product innovation and communicate brand value proposition to end customers 16 Recent Developments  During Q1 2016, Icahn Enterprises completed the acquisition of Pep Boys  In January 2017, Icahn Enterprises increased ownership of Federal Mogul to 100% (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 Pep Boys and IEH Auto Parts Holding LLC  Pep Boys and IEH Auto are operated together in order to grow their sales to DIFM distributors and DIFM service professionals, to grow their automotive service business, and to maintain their DIY customer bases by offering the broadest product assortment in the automotive aftermarket Automotive Segment ($ millions) 2014 2015 (2) 2016 (2) Select Income Statement Data: Total revenues $7,324 $7,853 $9,928 Adjusted EBITDA 630 651 840 Net income (90) (352) 77 Adjusted EBITDA attrib. to IEP $502 $531 $697 Net income attrib. to IEP (87) (299) 53 Select Balance Sheet Data (1) : Total assets $7,529 $7,943 $9,819 Equity attributable to IEP 1,231 1,270 2,292 FYE December 31,

 

Federal-Mogul Corp.’s Leading Market Position 17 Powertrain Motorparts ProductLine Market Position ProductLine Market Position Pistons #1 in diesel pistons #2acrossall pistons Engine #1 Global Rings& Liners Market leader SealingComponents #1 Global ValveSeats and Guides Market leader Brake Pads / Components #1 Global Aftermarket Bearings Marketleader Chassis #1 North America #3 Europe Ignition #1 Industrial Ignition #3 Overall Wipers #4 North America #3 Europe Sealing #1 Bonded Transmission Pistons #3 Overall Ignition #3 Global (1) Systems Protection Marketleader Valvetrain #1 Hollow Valves #2Overall (1) Motorparts & Powertrain combined

 

Highlights and Recent Developments  On December 19, 2016, IEP entered an agreement to sell ARL to SMBC Rail Services LLC for cash based on a total enterprise value of $3.364 billion (subject to certain adjustments) - Initial closing on approximately 29,000 railcars for $2.778 billion expected to close in Q2 2017 - For a period of three years thereafter, upon satisfaction of certain conditions, IEP will have an option to sell, and SMBC Rail will have an option to buy, approximately 4,800 additional railcars for approximately $586 million at the time of the initial closing  Railcar manufacturing - Railcar shipments for the twelve months ended December 31, 2016 of 4,721 railcars, including 799 railcars to leasing customers - Tank railcar demand impacted by volatile crude oil prices - New tank railcar design requirements released in May 2015  Growing railcar leasing business provides stability - In Q1 2016, increased ownership of ARL to 100% - Combined ARL and ARI railcar lease fleets grew to 45,800 railcars as of December 31, 2016 from approximately 45,050 at the end of 2015  ARI annualized dividend is $1.60 per share  ARL distributed $100 million in 2015 and $200 million in 2016  On July 28, 2015, ARI’s Board of Directors authorized a $250 million stock repurchase program Segment: Railcar Segment Description  American Railcar Industries, Inc. (“ARI”) (NASDAQ:ARII) operates in three business segments: manufacturing operations, railcar services and leasing  American Railcar Leasing, LLC (“ARL”), is engaged in the business of leasing railcars. Historical Segment Financial Summary . 18 (1) Balance Sheet data as of the end of each respective fiscal period. Railcar Segment ($ millions) 2014 2015 2016 Net Sales/Other Revenues From Operations: Manufacturing $379 $440 $430 Railcar leasing 364 452 471 Railcar services 47 47 51 Total $790 $939 $952 Gross Margin: Manufacturing $91 $102 $64 Railcar leasing 219 276 276 Railcar services 17 22 23 Total $327 $400 $363 Adjusted EBITDA attrib. to IEP $269 $318 $379 Net income attrib. to IEP 122 137 150 Total assets (1) $3,120 $3,681 $3,332 Equity attributable to IEP (1) 711 742 444 FYE December 31,

 

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 customerneeds - Utilize sophisticated customer analytic techniques to improve customer experience  Selective reinvestment in core properties including upgraded hotel rooms, refreshed casino floor products tailored for each regional market and pursuit of strong brands for restaurant and retail opportunities  Capital structure with ample liquidity for synergistic acquisitions in regional gaming markets - On April 1, 2014, Tropicana acquired Lumière Place Casino in St. Louis, Missouri  On July 31, 2015, Tropicana’s Board of Directors authorized a $50 million stock repurchase program  During Q1 2016, IEP obtained control and began consolidating the results of Trump Entertainment, which owns Trump TajMahalCasino Resorts in Atlantic City, New Jersey - Trump TajMahalclosed on October 10, 2016. - During Q1 2017, IEP entered into an agreement to sell the former Trump TajMahal Casino Resort Segment: Gaming Company Description  We conduct our Gaming segment through our majority ownership in Tropicana Entertainment and Trump Entertainment  Tropicana Entertainment Inc. (OTCPK:TPCA)operates eight casino facilities featuring approximately 392,000 square feet of gaming space with 7,900 slot machines, 300 table games and 5,500 hotel rooms as of December 31, 2016 - Eight casinofacilities located in New Jersey, Indiana, Nevada, Mississippi, Missouri, Louisiana and Aruba - Successful track record operating gaming companies, dating back to 2000  Trump Entertainment owns Trump TajMahallocated in Atlantic City, NJ. Historical Segment Financial Summary 19 (1) Balance Sheet data as of the end of each respective fiscal period. (2) Results include Trump Entertainment beginning February 26, 2016. Gaming Segment ($ millions) 2014 2015 2016 Select Income Statement Data: Total revenues $849 $811 $948 Adjusted EBITDA 99 142 118 Net income 269 38 (95) Adjusted EBITDA attrib. to IEP $66 $96 $73 Net income attrib. to IEP 185 26 (109) Select Balance Sheet Data (1) : Total assets $1,260 $1,285 $1,402 Equity attributable to IEP 578 604 730 FYE December 31,

 

Highlights and Recent Developments  Future growth expected to be driven by changing diets of a growing middle class in emerging markets - Majority of revenues from emerging markets - In 2012, Viskase completed a new finishing center in the Philippines and expanded its capacity in Brazil - In 2016 and 2017, acquired two leading producers of fibrous and plastic casings  Developed markets remain a steady source of income - Distribution channels to certain customers spanning more than 50 years  Significant barriers to entry - Technically difficult chemical production process - Significant environmental and food safety regulatory requirements - Substantial capital cost Segment: Food Packaging Company Description  Viskase Companies, Inc (OTCPK:VKSC) is a worldwide leader in the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry  Leading worldwide manufacturer of non-edible cellulosic casings for small-diameter meats (hot dogs and sausages) - Leading manufacturer of non-edible fibrous casings for large-diameter meats (sausages, salami, hams and deli meats) Historical Segment Financial Summary 20 (1) Balance Sheet data as of the end of each respective fiscal period. Food Packaging Segment ($ millions) 2014 2015 2016 Select Income Statement Data: Total revenues $346 $337 $332 Adjusted EBITDA 66 59 55 Net income 9 (3) 8 Adjusted EBITDA attrib. to IEP $47 $43 $40 Net income attrib. to IEP 6 (3) 6 Select Balance Sheet Data (1) : Total assets $436 $416 $428 Equity attributable to IEP 30 23 25 FYE December 31,

 

Highlights and Recent Developments  Increasing global demand for steel and other metals drives demand for U.S. scrap  Results are currently impacted by headwinds from: - Low iron ore prices - Strong U.S. dollar - Increased steel imports  Scrap recycling process is “greener” than virgin steel production - Electric arc furnace drive scrap demand and are significantly more energy efficient than blast furnaces - Electric arc furnace steel mills are approximately 60% of U.S. production  Highly fragmented industry with potential for further consolidation - Capitalizing on consolidation and vertical integration opportunities - PSC is building a leading position in its markets  Product diversification will reduce volatility through cycles - Expansion of non-ferrous share of total business Segment: Metals Company Description  PSC Metals, Inc. is one of the largest independent metal recycling companies in the U.S.  Collects industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its customers  Strong regional footprint (Upper Midwest, St. Louis Region and the South) Historical Segment Financial Summary 21 (1) Balance Sheet data as of the end of each respective fiscal period. Metals Segment ($ millions) 2014 2015 2016 Select Income Statement Data: Total revenues $711 $365 $269 Adjusted EBITDA (15) (29) (15) Net income (25) (51) (20) Adjusted EBITDA attrib. to IEP ($15) ($29) ($15) Net income attrib. to IEP (25) (51) (20) Select Balance Sheet Data (1) : Total assets $315 $215 $193 Equity attributable to IEP 250 182 155 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 $100bn market cap, A-credit) for two large buildings with leases through 2020 -2021 - 13 legacy properties with 2.9 million square feet: 12% Retail, 60% Industrial, 28% Office.  Maximize value of commercial lease portfolio through effective management of existing properties - Seek to sell assets on opportunistic basis Property Development  New Seabury in Cape Cod, Massachusetts and Grand Harbor in Vero Beach, Florida include land for future residential development of approximately 272 and 1,128 units, respectively  Opportunistically acquired a Las Vegas casino development in 2009 for $150 million Club Operations  Club operations in New Seabury, Cape Cod and Grand Harbor, Vero Beach focus on operating golf club and related activities Segment: Real Estate Company Description  Consists of rental real estate, property development and associated club activities  Rental real estate consists primarily of retail, office and industrial properties leased to single corporate tenants  Property development and club operations are focused on the construction and sale of single and multi-family houses, lots in subdivisions and planned communities and raw land for residential development Historical Segment Financial Summary 22 (1) Balance Sheet data as of the end of each respective fiscal period. Real Estate Segment ($ millions) 2014 2015 2016 Select Income Statement Data: Total revenues $101 $131 $88 Adjusted EBITDA 46 45 41 Net income 22 61 12 Adjusted EBITDA attrib. to IEP $46 $45 $41 Net income attrib. to IEP 22 61 12 Select Balance Sheet Data (1) : Total assets $745 $701 $687 Equity attributable to IEP 693 656 642 FYE December 31,

 

Highlights and Recent Developments  IEP acquired a controlling interest in Ferrous Resources on June 8, 2015 through a tender offer to purchase any and all of the outstanding shares. - Prior to the tender offer, IEP owned 14% of the company’s outstanding common stock and as of December 31, 2016 owned 77% Segment: Mining Company Description  Ferrous Resources has rights to certain iron ore mineral resources in Brazil and develops mining operations and related infrastructure to produce and sell iron ore products to the global steel industry. - Significant iron ore assets in the State of Minas Gerais, Brazil, known as Viga, VigaNorte, Esperança, Serrinhaand Santanense. - Mineral rights near Jacuípein the State of Bahia, Brazil. Historical Segment Financial Summary 23 1) Balance Sheet data as of the end of the fiscal period. 2) Icahn Enterprises acquired majority ownership of Ferrous Resources on June 8, 2015 Mining Segment Seven Months Ended December 31, 2015 (2) FYE December 31, 2016 ($ millions) Select Income Statement Data: Total Revenues $28 $63 Adjusted EBITDA (9) 2 Net income (195) (24) Adjusted EBITDA attrib. to IEP ($6) $1 Net income attrib. to IEP (150) (19) Select Balance Sheet Data (1) : Total assets $203 $219 Equity attributable to IEP 95 104

 

Highlights and Recent Developments  One of the largest providers of home textile goods in the United States  Largely completed restructuring of manufacturing footprint - Transitioned majority of manufacturing to low cost plants overseas  Streamlined merchandising, sales and customer service divisions  Focus on core profitable customers and product lines - WPH has implemented a more customer-focused organizational structure with the intent of expanding key customer relationships and rebuilding the company’s sales backlog - Realizing success placing new brands with top retailers - Continued strength with institutional customers  Consolidation opportunity in fragmented industry Segment: Home Fashion Company Description  WestPoint Home LLC is engaged in manufacturing, sourcing, marketing, distributing and selling home fashion consumer products  WestPoint Home owns many of the most well- known brands in home textiles including Martex, Grand Patrician, Luxor and Vellux  WPH also licenses brands such as IZOD, Under the Canopy, Southern Tide and Portico Historical Segment Financial Summary 24 (1) Balance Sheet data as of the end of each respective fiscal period. Home Fashion Segment ($ millions) 2014 2015 2016 Select Income Statement Data: Total revenues $181 $194 $196 Adjusted EBITDA 5 6 (1) Net income 2 (4) (12) Adjusted EBITDA attrib. to IEP $5 $6 ($1) Net income attrib. to IEP 2 (4) (12) Select Balance Sheet Data (1) : Total assets $208 $206 $193 Equity attributable to IEP 180 176 164 FYE December 31,

 

Financial Performance 25

 

Financial Performance Net Income (Loss) Attributable to Icahn Enterprises Adjusted EBITDA Attributable to Icahn Enterprises 26 ($373) ($1,194) ($1,128) FYE 2014 FYE 2015 FYE 2016 $1,018 $930 $842 FYE 2014 FYE 2015 FYE 2016 ($Millions) ($ in millions) 2014 2015 2016 ($ in millions) 2014 2015 2016 Net Income (Loss) Attributable to Icahn Enterprises Adjusted EBITDA attributable to Icahn Enterprises Investment ($305) ($760) ($604) Investment ($162) ($500) ($528) Automotive (87) (299) 53 Automotive 502 531 697 Energy 95 25 (327) Energy 415 436 156 Metals (25) (51) (20) Metals (15) (29) (15) Railcar 122 137 150 Railcar 269 318 379 Gaming 185 26 (109) Gaming 66 96 73 Mining - (150) (19) Mining - (6) 1 Food Packaging 6 (3) 6 Food Packaging 47 43 40 Real Estate 22 61 12 Real Estate 46 45 41 Home Fashion 2 (4) (12) Home Fashion 5 6 (1) Holding Company (388) (176) (258) Holding Company (155) (10) (1) Total ($373) ($1,194) ($1,128) Total $1,018 $930 $842 FYE December 31,FYE December 31,

 

Consolidated Financial Snapshot ($Millions) 27 2014 2015 2016 Net Income (Loss): Investment ($684) ($1,665) ($1,487) Automotive (90) (352) 77 Energy 168 7 (604) Metals (25) (51) (20) Railcar 188 213 183 Gaming 269 38 (95) Mining 0 (195) (24) Food Packaging 9 (3) 8 Real Estate 22 61 12 Home Fashion 2 (4) (12) Holding Company (388) (176) (258) Net Income (Loss) ($529) ($2,127) ($2,220) Less: net (income) loss attrib. to NCI 156 933 1,092 Net Income (Loss) attib. to IEP ($373) ($1,194) ($1,128) Adjusted EBITDA: Investment ($385) ($1,100) ($1,257) Automotive 630 651 840 Energy 716 755 313 Metals (15) (29) (15) Railcar 415 492 458 Gaming 99 142 118 Mining 0 (9) 2 Food Packaging 66 59 55 Real Estate 46 45 41 Home Fashion 5 6 (1) Holding Company (155) (10) (1) Consolidated Adjusted EBITDA $1,422 $1,002 $553 Less: Adjusted EBITDA attrib. to NCI (404) (72) 289 Adjusted EBITDA attrib. to IEP $1,018 $930 $842 Capital Expenditures $1,411 $1,359 $826 FYE December 31,

 

Strong Balance Sheet ($Millions) 28 InvestmentAutomotive Energy Railcar Gaming Metals Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated Assets                         Cash and cash equivalents $13 $353 $736 $179 $244 $4 $14 $39 $24 $2 $225 $1,833 Cash held at consolidated affiliated partnershipsand restricted cash 752 2 - 19 15 5 - 2 2 4 3 804 Investments 9,213 270 6 35 33 - - - - - 324 9,881 Accounts receivable, net - 1,270 152 40 12 29 5 63 3 35 - 1,609 Inventories, net - 2,353 349 75 - 38 25 72 - 71 - 2,983 Property, plant and equipment, net - 3,302 3,358 1,567 814 100 152 152 602 75 - 10,122 Goodwill and intangible assets, net - 1,765 318 7 75 4 - 8 38 1 - 2,216 Other assets 1,518 504 94 1,410 209 13 23 92 18 5 1 3,887 Total Assets $11,496 $9,819 $5,013 $3,332 $1,402 $193 $219 $428 $687 $193 $553 $33,335 Liabilities and Equity Accounts payable, accrued expenses and other liabilities $1,236 $2,834 $1,474 $2,100 $153 $34 $38 $69 $20 $29 $168 $8,155 Securities sold, not yet purchased, at fair value 1,139 - - - - - - - - - - 1,139 Due to brokers 3,725 - - - - - - - - - - 3,725 Post-employment benefit liability - 1,113 - 9 - 2 - 56 - - - 1,180 Debt - 3,259 1,165 571 287 2 55 265 25 - 5,490 11,119 Total liabilities 6,100 7,206 2,639 2,680 440 38 93 390 45 29 5,658 25,318 Equity attributable to Icahn Enterprises 1,669 2,292 1,034 444 730 155 104 25 642 164 (5,105) 2,154 Equity attributable to non-controlling interests 3,727 321 1,340 208 232 - 22 13 - - - 5,863 Total equity 5,396 2,613 2,374 652 962 155 126 38 642 164 (5,105) 8,017 Total liabilities and equity $11,496 $9,819 $5,013 $3,332 $1,402 $193 $219 $428 $687 $193 $553 $33,335 As of December 31, 2016

 

IEP Summary Financial Information  Significant Valuation demonstrated by market value of IEP’s public subsidiaries and Holding Company interest in Funds and book value or market comparables of other assets 29 ($ Millions) Note: Indicative net asset value does not purport to reflect a valuation of IEP. The calculated Indicative net asset value d oesnot 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 represen tation 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) Represents equity attributable to us 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 thenumber of shares owned by the Holding Company as of each respective date. (3) Amounts based on market comparables due to lack of material trading volume. Tropicana valued at 8.5x Adjusted EBITDA for the twelve months ended December 31, 2015, March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016. Viskase valued at 9.0x Adjusted EBITDA for the twelve months ended December 31, 20 15,March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016. (4) Represents the estimated present value of projected cash flows from leased railcars, net of debt, plus working capital. Decem ber31, 2016 is adjusted to reflect the initial sale of ARL to SMBC Rail and assumes that the ARL cars not being sold to SMBC Rail during the initial closing are valued at the purchase price option set forth in the ARLsales agreement less liabilities. (5) Holding Company’s balance as of each respective date. Dec 31 March 31 June 30 Sept 30 Dec 31 2015 2016 2016 2016 2016 Market-valued Subsidiaries: Holding Company interest in Funds (1) $3,428 $1,820 $1,713 $1,825 $1,669 Federal-Mogul (2) 949 1,369 1,152 1,332 1,429 CVR Energy (2) 2,802 1,858 1,104 980 1,808 CVR Refining - direct holding (2) 114 72 47 50 60 American Railcar Industries (2) 549 484 469 492 538 Total market-valued subsidiaries $7,842 $5,604 $4,483 $4,680 $5,503 Other Subsidiaries Tropicana (3) $794 $844 $811 $877 $862 Viskase (3) 183 165 143 145 154 Real Estate Holdings (1) 656 649 647 644 642 PSC Metals (1) 182 174 178 169 155 WestPoint Home (1) 176 175 174 169 164 ARL (4) 852 1,024 1,033 1,029 1,689 Ferrous Resources (1) 95 85 81 79 104 IEH Auto & PepBoys (1) 249 1,418 1,423 1,364 1,319 Trump Entertainment (1) - 203 208 118 86 Total - other subsidiaries $3,187 $4,736 $4,697 $4,594 $5,176 Add: Holding Company cash and cash equivalents (5) 166 212 211 192 225 Less: Holding Company debt (5) (5,490) (5,487) (5,488) (5,489) (5,490) Add: Other Holding Company net assets (5) 615 (13) 133 183 171 Indicative Net Asset Value $6,320 $5,052 $4,036 $4,160 $5,585 As of

 

Appendix-Adjusted EBITDA Reconciliations 30

 

Non-GAAP Financial Measures 31 TheCompanyusescertainnon-GAAPfinancialmeasuresinevaluatingitsperformance.Theseincludenon-GAAPEBITDAandAdjustedEBITDA.EBITDArepresentsearningsbeforeinterest expense,incometax(benefit)expenseanddepreciationandamortization.WedefineAdjustedEBITDAasEBITDAexcludingtheeffectsofimpairment,restructuringcosts,certainpension planexpenses,OPEBcurtailmentgains,purchaseaccountinginventoryadjustments,certainshare-basedcompensation,discontinuedoperations,gains/lossesonextinguishmentofdebt, majorscheduledturnaroundexpenses,FIFOadjustmentsandunrealizedgains/lossesonenergysegmentderivativesandcertainothernon-operationalcharges. WepresentEBITDAand AdjustedEBITDAaconsolidatedbasisandattributabletoIcahnEnterprisesnetoftheeffectofnon-controllinginterests.Weconductsubstantiallyallofouroperationsthrough subsidiaries. Theoperatingresultsofoursubsidiariesmaynotbesufficienttomakedistributionstous. Inaddition,oursubsidiariesarenotobligatedtomakefundsavailabletousfor paymentofourindebtedness,paymentofdistributionsonourdepositaryunitsorotherwise,anddistributionsandintercompanytransfersfromoursubsidiariestousmayberestrictedby applicablelaworcovenantscontainedindebtagreementsandotheragreementstowhichthesesubsidiariescurrentlymaybesubjectorintowhichtheymayenterintointhefuture.The termsofanyborrowingsofoursubsidiariesorotherentitiesinwhichweownequitymayrestrictdividends,distributionsorloanstous. WebelievethatprovidingEBITDAandAdjustedEBITDAtoinvestorshaseconomicsubstanceasthesemeasuresprovideimportantsupplementalinformationofourperformanceto investorsandpermitsinvestorsandmanagementtoevaluatethecoreoperatingperformanceofourbusinesswithoutregardtointerest,taxesanddepreciationandamortizationandthe effectsofimpairment,restructuringcosts,certainpensionplanexpenses,OPEBcurtailmentgains,purchaseaccountinginventoryadjustments,certainshare-basedcompensation, discontinuedoperations,gains/lossesonextinguishmentofdebt,majorscheduledturnaroundexpenses,FIFOadjustmentsandunrealizedgains/lossesonenergysegmentderivativesand certainothernon-operationalcharges.Additionally,webelievethisinformationisfrequentlyusedbysecuritiesanalysts,investorsandotherinterestedpartiesintheevaluationof companiesthathaveissueddebt.Managementuses,andbelievesthatinvestorsbenefitfromreferringtothesenon-GAAPfinancialmeasuresinassessingouroperatingresults,aswellas inplanning,forecastingandanalyzingfutureperiods. Adjustingearningsforthesechargesallowsinvestorstoevaluateourperformancefromperiodtoperiod,aswellasourpeers, withouttheeffectsofcertainitemsthatmayvarydependingonaccountingmethodsandthebookvalueofassets. Additionally,EBITDAandAdjustedEBITDApresentmeaningful measuresofperformanceexclusiveofourcapitalstructureandthemethodbywhichassetswereacquiredandfinanced. EBITDAandAdjustedEBITDAhavelimitationsasanalyticaltools,andyoushouldnotconsidertheminisolation,orassubstitutesforanalysisofourresultsasreportedundergenerally acceptedaccountingprinciplesintheUnitedStates,orU.S.GAAP.Forexample,EBITDAandAdjustedEBITDA: • donotreflectourcashexpenditures,orfuturerequirementsforcapitalexpenditures,orcontractualcommitments; • donotreflectchangesin,orcashrequirementsfor,ourworkingcapitalneeds;and • donotreflectthesignificantinterestexpense,orthecashrequirementsnecessarytoserviceinterestorprincipalpaymentsonourdebt. Althoughdepreciationandamortizationarenon-cashcharges,theassetsbeingdepreciatedoramortizedoftenwillhavetobereplacedinthefuture,andEBITDAandAdjustedEBITDAdo notreflectanycashrequirementsforsuchreplacements.OthercompaniesintheindustriesinwhichweoperatemaycalculateEBITDAandAdjustedEBITDAdifferentlythanwedo, limitingtheirusefulnessascomparativemeasures.Inaddition,EBITDAandAdjustedEBITDAdonotreflecttheimpactofearningsorchargesresultingfrommattersweconsidernottobe indicativeofourongoingoperations. EBITDAandAdjustedEBITDAarenotmeasurementsofourfinancialperformanceunderU.S.GAAPandshouldnotbeconsideredasalternativestonetincomeoranyotherperformance measuresderivedinaccordancewithU.S.GAAPorasalternativestocashflowfromoperatingactivitiesasameasureofourliquidity.Giventheselimitations,werelyprimarilyonourU.S. GAAPresultsanduseEBITDAandAdjustedEBITDAonlyasasupplementalmeasureofourfinancialperformance.

 

Adjusted EBITDA Reconciliation by Segment -Year Ended December 31, 2016 ($Millions) 32 Investment Automotive Energy Metals Railcar Gaming Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) ($1,487) $77 ($604) ($20) $183 ($95) ($24) $8 $12 ($12) ($258) ($2,220) Interest expense, net 230 153 82 - 83 12 5 12 2 - 288 867 Income tax expense (benefit) - 40 (45) (16) 57 24 2 8 - - (34) 36 Depreciation, depletion and amortization - 473 258 22 134 71 3 20 22 8 - 1,011 EBITDA before non-controlling interests ($1,257) $743 ($309) ($14) $457 $12 ($14) $48 $36 ($4) ($4) ($306) Impairment of assets - 18 574 1 - 106 - - 5 2 3 709 Restructuring costs - 27 - 2 - - - 3 - - - 32 Non-service cost of U.S. based pension - 13 - - - - - 5 - - - 18 FIFO impact unfavorable - - (52) - - - - - - - - (52) Certain share-based compensation expense - - - - 1 - - - - - - 1 Major scheduled turnaround expense - - 38 - - - - - - - - 38 Net loss on extinguishment of debt - - 5 - - - - - - - - 5 Unrealized gain on certain derivatives - - 56 - - - - - - - - 56 Other - 39 1 (4) - - 16 (1) - 1 - 52 Adjusted EBITDA before non-controlling interests ($1,257) $840 $313 ($15) $458 $118 $2 $55 $41 ($1) ($1) $553 Adjusted EBITDA attributable to IEP: Net income (loss) ($604) $53 ($327) ($20) $150 ($109) ($19) $6 $12 ($12) ($258) ($1,128) Interest expense, net 76 127 31 - 74 9 4 9 2 - 288 620 Income tax expense (benefit) - 30 (32) (16) 41 15 2 6 - - (34) 12 Depreciation, depletion and amortization - 406 127 22 113 52 2 14 22 8 - 766 EBITDA attributable to Icahn Enterprises ($528) $616 ($201) ($14) $378 ($33) ($11) $35 $36 ($4) ($4) $270 Impairment of assets - 15 334 1 - 106 - - 5 2 3 466 Restructuring costs - 22 - 2 - - - 2 - - - 26 Non-service cost of U.S. based pension - 10 - - - - - 4 - - - 14 FIFO impact unfavorable - - (31) - - - - - - - - (31) Certain share-based compensation expense - - - - 1 - - - - - - 1 Major scheduled turnaround expense - - 20 - - - - - - - - 20 Net loss on extinguishment of debt - - 1 - - - - - - - - 1 Unrealized gain on certain derivatives - - 32 - - - - - - - - 32 Other - 34 1 (4) - - 12 (1) - 1 - 43 Adjusted EBITDA attributable to Icahn Enterprises ($528) $697 $156 ($15) $379 $73 $1 $40 $41 ($1) ($1) $842

 

Adjusted EBITDA Reconciliation by Segment -Year Ended December 31, 2015 ($Millions) 33 Investment Automotive Energy Metals Railcar Gaming Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) ($1,665) ($352) $7 ($51) $213 $38 ($195) ($3) $61 ($4) ($176) ($2,127) Interest expense, net 563 138 45 - 80 11 2 12 2 - 288 1,141 Income tax expense (benefit) - 50 59 (32) 69 27 1 10 - - (116) 68 Depreciation, depletion and amortization - 346 229 29 127 63 8 19 21 7 - 849 EBITDA before non-controlling interests ($1,102) $182 $340 ($54) $489 $139 ($184) $38 $84 $3 ($4) ($69) Impairment of assets - 344 253 20 - - 169 - 2 - - 788 Restructuring costs - 89 - 2 - - - 5 - 1 - 97 Non-service cost of U.S. based pension - (1) - - - - - 3 - - - 2 FIFO impact unfavorable - - 60 - - - - - - - - 60 Certain share-based compensation expense - (1) 13 - 1 - - - - - - 13 Major scheduled turnaround expense - - 109 - - - - - - - - 109 Expenses related to certain acquisitions - 6 - - - - - - - - - 6 Net loss on extinguishment of debt - - - - 2 - - - - - - 2 Unrealized gain on certain derivatives - - 2 - - - - - - - - 2 Other 2 32 (22) 3 - 3 6 13 (41) 2 (6) (8) Adjusted EBITDA before non-controlling interests ($1,100) $651 $755 ($29) $492 $142 ($9) $59 $45 $6 ($10) $1,002 Adjusted EBITDA attributable to IEP: Net income (loss) ($760) ($299) $25 ($51) $137 $26 ($150) ($3) $61 ($4) ($176) ($1,194) Interest expense, net 259 113 25 - 57 7 2 9 2 - 288 762 Income tax expense (benefit) - 46 54 (32) 36 18 1 7 - - (116) 14 Depreciation, depletion and amortization - 285 125 29 86 43 6 14 21 7 - 616 EBITDA attributable to Icahn Enterprises ($501) $145 $229 ($54) $316 $94 ($141) $27 $84 $3 ($4) $198 Impairment of assets - 282 110 20 - - 130 - 2 - - 544 Restructuring costs - 73 - 2 - - - 4 - 1 - 80 Non-service cost of U.S. based pension - (1) - - - - - 2 - - - 1 FIFO impact unfavorable - - 35 - - - - - - - - 35 Certain share-based compensation expense - (1) 11 - 1 - - - - - - 11 Major scheduled turnaround expense - - 62 - - - - - - - - 62 Expenses related to certain acquisitions - 5 - - - - - - - - - 5 Net loss on extinguishment of debt - - - - 1 - - - - - - 1 Unrealized gain on certain derivatives - - 2 - - - - - - - - 2 Other 1 28 (13) 3 - 2 5 10 (41) 2 (6) (9) Adjusted EBITDA attributable to Icahn Enterprises ($500) $531 $436 ($29) $318 $96 ($6) $43 $45 $6 ($10) $930

 

Adjusted EBITDA Reconciliation by Segment -Year Ended December 31, 2014 ($Millions) 34 Investment Automotive Energy Metals Railcar Gaming Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) ($684) ($90) $168 ($25) $188 $269 $9 $22 $2 ($388) ($529) Interest expense, net 299 123 35 - 57 11 14 3 - 290 832 Income tax (benefit) expense - 91 73 (18) 56 (147) 3 - - (161) (103) Depreciation, depletion and amortization - 335 219 26 106 50 22 22 7 - 787 EBITDA before non-controlling interests ($385) $459 $495 ($17) $407 $183 $48 $47 $9 ($259) $987 Impairment - 24 103 3 - - - 5 - - 135 Restructuring - 86 - - - - - - (2) - 84 Non-service cost of U.S. based pension - (6) - - - - (1) - - - (7) FIFO impact unfavorable - - 161 - - - - - - - 161 Certain share-based compensation expense - (4) 13 - 3 - - - - - 12 Expenses related to certain acquisitions - - - - - - - - - - - Net loss on extinguishment of debt - 36 - - 2 - 16 - - 108 162 Unrealized gains on certain derivatives - - (63) - - - - - - - (63) Other - 35 - (1) 3 (84) 3 (6) (2) (4) (56) Adjusted EBITDA before non-controlling interests ($385) $630 $716 ($15) $415 $99 $66 $46 $5 ($155) $1,422 Adjusted EBITDA attributable to IEP: Net income (loss) ($305) ($87) $95 ($25) $122 $185 $6 $22 $2 ($388) ($373) Interest expense, net 143 99 20 - 42 7 10 3 - 290 614 Income tax (benefit) expense - 80 64 (18) 26 (102) 2 - - (161) (109) Depreciation, depletion and amortization - 270 124 26 74 34 16 22 7 - 573 EBITDA attributable to Icahn Enterprises ($162) $362 $303 ($17) $264 $124 $34 $47 $9 ($259) $705 Impairment - 19 45 3 - - 5 - - 72 Restructuring - 69 - - - - - - (2) - 67 Non-service cost of U.S. based pension - (5) - - - - (1) - - - (6) FIFO impact unfavorable - - 94 - - - - - - - 94 Certain share-based compensation expense - (3) 9 - 2 - - - - - 8 Major scheduled turnaround expense - - 5 - - - - - - - 5 Net loss on extinguishment of debt - 31 - - 1 - 12 - - 108 152 Unrealized gains on certain derivatives - - (41) - - - - - - - (41) Other - 29 - (1) 2 (58) 2 (6) (2) (4) (38) Adjusted EBITDA attributable to Icahn Enterprises ($162) $502 $415 ($15) $269 $66 $47 $46 $5 ($155) $1,018