8-K

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): January 10, 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

On January 10, 2017, Icahn Enterprises L.P. (“Icahn Enterprises”) issued a press release announcing that it, together with Icahn Enterprises Finance Corp. (together with Icahn Enterprises, the “Issuers”), intends to commence an offering of $900 million in aggregate principal amount of Senior Notes due 2022 and Senior Notes due 2024 (collectively, the “Notes”) for issuance in a private placement not registered under the Securities Act of 1933, as amended (the “Securities Act”). The proceeds from the Notes offering, together with cash and cash equivalents at Icahn Enterprises and cash received from redemptions from investment funds, will be used to redeem all of the Issuers’ existing 3.500% Senior Notes due 2017 and pay related fees and expenses. A copy of the press release is attached hereto as Exhibit 99.1.

In connection with the proposed Notes offering, the Issuers are providing potential investors with certain pro forma financial information, which is attached hereto as Exhibit 99.2.

In addition, in connection with the Notes offering, Icahn Enterprises is making investor presentations to certain existing and potential investors. The investor presentation is attached hereto as Exhibit 99.3

On January 10, 2017, Icahn Enterprises also announced that the board of directors of its general partner approved a rights offering to raise proceeds of approximately $600 million. A copy of the press release is attached hereto as Exhibit 99.4.

This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of Icahn Enterprises.

The information in this Item 7.01, including the exhibits attached hereto, of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Registrant’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 – Press Release dated January 10, 2017 announcing notes offering.

99.2 – Certain pro forma financial information.

99.3 – Investor Presentation.

99.4 – Press Release dated January 10, 2017 announcing rights offering.

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:  January 10, 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  January 10, 2017		By:	/s/ Peter Reck
			Peter Reck Chief Accounting Officer

EX-99.1

Exhibit 99.1

Icahn Enterprises L.P. Intends to Offer New Senior Notes

(New York, New York, January 10, 2017) – Icahn Enterprises L.P. (NASDAQ: IEP) – Icahn Enterprises L.P. (“Icahn Enterprises”) announced today that it, together with Icahn Enterprises Finance Corp. (together with Icahn Enterprises, the “Issuers”), intends to commence an offering of $900 million in aggregate principal amount of Senior Notes due 2022 and Senior Notes due 2024 (collectively, the “Notes”) for issuance in a private placement not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be guaranteed by Icahn Enterprises Holdings L.P. The proceeds from the Notes offering, together with cash and cash equivalents at Icahn Enterprises and cash received from redemptions from investment funds, will be used to redeem all of the Issuers’ existing 3.500% Senior Notes due 2017 and pay related fees and expenses. There can be no assurance that the issuance and sale of any debt securities or the redemption of the Issuers’ 3.500% Senior Notes due 2017 will be consummated.

The Notes and related guarantee are being offered only (1) in the United States to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and (2) outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Notes and related guarantee have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Issuers.

About Icahn Enterprises L.P.

Icahn Enterprises L.P. (NASDAQ: IEP), a master limited partnership, is a diversified holding company engaged in ten primary business segments: Investment, Automotive, Energy, Metals, Railcar, Gaming, Mining, Food Packaging, Real Estate and Home Fashion.

Caution Concerning Forward-Looking Statements

This release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Icahn Enterprises L.P. and its subsidiaries. Among these risks and uncertainties are risks related to economic downturns, substantial competition and rising operating costs; risks related to our investment activities, including the nature of the investments made by the funds we manage, losses in the funds and loss of key employees; risks related to our automotive activities, including exposure to adverse conditions in the automotive industry, and risks related to operations in foreign countries; risks related to our energy business, including the volatility and availability of crude oil, other feed stocks and refined products, unfavorable refining margin (crack spread), interrupted access to pipelines, significant fluctuations in nitrogen fertilizer demand in the agricultural industry and seasonality of results; risk related to our gaming operations, including reductions in discretionary spending due to a downturn in the local, regional or national economy, intense competition in the gaming industry from present and emerging internet online markets and extensive regulation; risks related to our railcar activities, including reliance upon a small number of customers that represent a large percentage of revenues and backlog, the health of and prospects for the overall railcar industry and the cyclical nature of the railcar manufacturing business; risks related to our mining operations, including the volatility of the global price of iron ore and global demand levels for iron ore; risks related to our food packaging activities, including competition from better capitalized competitors, inability of its suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes in casings technology; risks related to our scrap metals activities, including potential environmental exposure; risks related to our real estate activities, including the extent of any tenant bankruptcies and insolvencies; risks related to our home fashion operations, including changes in the availability and price of raw materials, and changes in transportation costs and delivery times; and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission. Past performance in our Investment segment is not necessarily indicative of future performance. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

Contact:

Investor Contact:

SungHwan Cho

Chief Financial Officer

(212) 702-4300 

EX-99.2

Exhibit 99.2

Summary Consolidated Historical and Other Financial Data

The following tables contain our summary consolidated historical financial data, which should be read in conjunction with our consolidated financial statements and the related notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 and our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

The summary consolidated historical financial data and segment operating data as of September 30, 2016 and for the nine months ended September 30, 2015 and 2016 have been derived from our unaudited condensed consolidated financial statements contained in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016. The summary consolidated historical financial data and segment operating data for the fiscal years ended December 31, 2013, 2014 and 2015 have been derived from our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Certain reclassifications from the prior year presentation have been made to conform to the current year presentation. The segment operating data for the twelve months ended September 30, 2016 have been calculated as follows: (i) the audited segment operating data for the year ended December 31, 2015, less (ii) the unaudited segment operating data for the nine months ended September 30, 2015, plus (iii) the unaudited segment operating data for the nine months ended September 30, 2016. The financial data presented below is not necessarily indicative of the results that may be expected for any future periods and the financial data presented for the interim periods are not necessarily indicative of the results that may be expected for the full year.

The summary consolidated pro forma financial data set forth below gives effect to the initial closing of the sale of ARL to SMBC Rail, assuming no exercise of the option to sell additional railcars to SMBC Rail as described under “— Recent Developments,” as if it had occurred on September 30, 2016 for balance sheet data purposes and January 1, 2015 for income statement purposes. Such data is based on assumptions and is presented for illustrative and informational purposes only and does not purport to represent what our actual financial position or results of operations would have been had such events actually been completed on the date or for the periods indicated, and is not necessarily indicative of our financial position or results of operations as of the specified date or in the future.

	Year Ended December 31,									Nine Months Ended September 30,
	2013			2014			2015			2015			2016
	(in millions, except per unit data)
										(unaudited)
Statement of Operations Data:
Net sales	$	17,785		$	18,072		$	14,604		$	11,264		$	11,546
Other revenues from operations		988			1,250			1,386			1,042			1,506
Net gain (loss) from investment activities		1,694			(564	)		(987	)		236			(826	)
Net income (loss)		2,444			(529	)		(2,127	)		23			(1,656	)
Less: Net (income) loss attributable to non-controlling interests		(1,419	)		156			933			(90	)		734
Net income (loss) attributable to Icahn Enterprises	$	1,025		$	(373	)	$	(1,194	)	$	(67	)	$	(922	)
Net income (loss) attributable to Icahn Enterprises allocable to:
Limited partners	$	1,005		$	(366	)	$	(1,170	)	$	(66	)	$	(904	)
General partner		20			(7	)		(24	)		(1	)		(18	)
	$	1,025		$	(373	)	$	(1,194	)	$	(67	)	$	(922	)
Basic income (loss) per LP unit	$	9.14		$	(3.08	)	$	(9.29	)	$	(0.53	)	$	(6.70	)
Basic weighted average LP units outstanding		110			119			126			125			135
Diluted income (loss) per LP unit	$	9.07		$	(3.08	)	$	(9.29	)	$	(0.53	)	$	(6.70	)
Diluted weighted average LP units outstanding		111			119			126			125			135

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	Year Ended December 31,						Nine Months Ended September 30,
	2013		2014		2015		2015		2016
	(in millions, except per unit data)
	(unaudited)
Other Financial Data:
EBITDA attributable to Icahn Enterprises(4)	$	1,804	$	705	$	198	$	1,085	$	163
Adjusted EBITDA attributable to Icahn Enterprises(4)		1,899		1,018		929		1,168		685
Cash distributions declared per LP unit		4.50		6.00		6.00		4.50		4.50

	Historical								Pro Forma As Adjusted(2)
	As of December 31,						As of September 30, 2016		As of September 30, 2016
	2013		2014		2015
	(in millions)
							(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	3,257	$	2,908	$	2,078	$	2,002	$	3,352
Investments		12,261		14,480		15,351		9,987		9,987
Property, plant and equipment, net		8,077		8,955		9,535		11,446		10,237
Total assets		31,706		35,743		36,403		33,085		33,152
Deferred tax liability		1,394		1,255		1,197		1,680		1,798
Due to brokers		2,203		5,197		7,317		3,030		3,030
Post-employment benefit liability		1,111		1,391		1,224		1,204		1,204
Debt		9,256		11,541		12,594		12,971		10,931
Equity attributable to Icahn Enterprises		6,092		5,443		3,987		2,488		4,064

	Historical																		Pro Forma(3)
	Year Ended December 31,									Nine Months Ended September 30,						Twelve Months Ended September 30, 2016			Year Ended December 31, 2015			Nine Months Ended September 30, 2016
	2013			2014			2015			2015			2016
	(in millions)
										(unaudited)						(unaudited)			(unaudited)
Segment Operating Data:
Consolidated revenues:
Investment	$	2,031		$	(218	)	$	(865	)	$	355		$	(760	)	$	(1,980	)	$	(865	)	$	(760	)
Automotive		6,876			7,324			7,853			5,876			7,516			9,493			7,853			7,516
Energy		9,063			9,292			5,442			4,408			3,425			4,459			5,442			3,425
Metals		929			711			365			304			207			268			365			207
Railcar		744			809			948			655			719			1,012			983			549
Gaming		571			849			811			615			743			939			811			743
Mining(1)		—			—			28			16			41			53			28			41
Food Packaging		346			346			337			254			247			330			337			247
Real Estate		85			101			131			103			68			96			131			68
Home Fashion		187			181			194			148			152			198			194			152
Holding Company		(150	)		(238	)		28			(27	)		18			73			28			18
	$	20,682		$	19,157		$	15,272		$	12,707		$	12,376		$	14,941		$	15,307		$	12,206

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	Historical																		Pro Forma(3)
	Year Ended December 31,									Nine Months Ended September 30,						Twelve Months Ended September 30, 2016			Year Ended December 31, 2015			Nine Months Ended September 30, 2016
	2013			2014			2015			2015			2016
	(in millions)
	(unaudited)
Adjusted EBITDA before non-controlling interests(4):
Investment	$	1,912		$	(385	)	$	(1,100	)	$	150		$	(788	)	$	(2,038	)	$	(1,100	)	$	(788	)
Automotive		591			630			651			481			642			812			651			642
Energy		869			716			755			702			270			323			755			270
Metals		(18	)		(15	)		(29	)		(18	)		(11	)		(22	)		(29	)		(11	)
Railcar		311			415			492			358			332			466			372			190
Gaming		66			99			140			111			109			138			140			109
Mining(1)		—			—			(9	)		(5	)		(3	)		(7	)		(9	)		(3	)
Food Packaging		67			66			59			45			39			53			59			39
Real Estate		46			46			45			32			29			42			45			29
Home Fashion		1			5			6			4			—			2			6			—
Holding Company		(170	)		(155	)		(10	)		(50	)		6			46			(10	)		6
	$	3,675		$	1,422		$	1,000		$	1,810		$	625		$	(185	)	$	880		$	483

	Historical																		Pro Forma(3)
	Year Ended December 31,									Nine Months Ended September 30,						Twelve Months Ended September 30, 2016			Year Ended December 31, 2015			Nine Months Ended September 30, 2016
	2013			2014			2015			2015			2016
	(in millions)
	(unaudited)
Adjusted EBITDA attribtuable to Icahn Enterprises(4):
Investment	$	816		$	(162	)	$	(500	)	$	71		$	(384	)	$	(955	)	$	(500	)	$	(384	)
Automotive		462			502			531			389			537			679			531			537
Energy		556			415			436			406			136			166			436			136
Metals		(18	)		(15	)		(29	)		(18	)		(11	)		(22	)		(29	)		(11	)
Railcar		111			269			318			229			272			361			230			136
Gaming		45			66			95			76			73			92			95			73
Mining(1)		—			—			(6	)		(4	)		(2	)		(4	)		(6	)		(2	)
Food Packaging		50			47			43			33			29			39			43			29
Real Estate		46			46			45			32			29			42			45			29
Home Fashion		1			5			6			4			—			2			6			—
Holding Company		(170	)		(155	)		(10	)		(50	)		6			46			(10	)		6
	$	1,899		$	1,018		$	929		$	1,168		$	685		$	446		$	841		$	549

(1) Mining segment results for 2015 are for the period commencing June 1, 2015.

(2) Pro forma as adjusted to give effect to (i) the initial closing of the sale of ARL to SMBC Rail assuming no exercise of the option to sell additional railcars to SMBC Rail as described under “— Recent Developments,” (ii) this offering and the use of proceeds therefrom and (iii) the Rights Offering of $600 million, as if each had occurred as of September 30, 2016.

(3) The adjustments made to arrive at the pro forma financial information reflect, as it relates to the initial closing of the sale of ARL to SMBC Rail as if it had been completed as of January 1, 2015, (i) the removal of ARL’s results from our historical results assuming no exercise of the option to sell additional railcars to SMBC Rail as described under “— Recent Developments” and (ii) the adding back of historically eliminated intercompany net sales between ARI to ARL during the year ended December 31, 2015. There were no net sales recorded by ARI to ARL during the nine months ended September 30, 2016. See “Non-GAAP Financial Measures.”

(4) EBITDA represents earnings before interest expense, net, income tax (benefit) expense and depreciation and amortization. We define Adjusted EBITDA as EBITDA excluding the effects of impairment,

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restructuring costs, certain pension plan expenses, FIFO impacts, OPEB curtailment gains, certain share-based compensation, major scheduled turnaround, disposal of assets, certain proxy matter expenses, certain acquisition expenses, losses on extinguishment of debt, unrealized gain and losses on derivatives and certain commercial settlement charges. We conduct substantially all of our operations through subsidiaries. The operating results of our subsidiaries may not be sufficient to make distributions to us. In addition, our subsidiaries are not obligated to make funds available to us for payment of our indebtedness, payment of distributions on our depositary units or otherwise, and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt agreements and other agreements to which these subsidiaries currently may be subject or into which they may enter in the future. The terms of any borrowings of our subsidiaries or other entities in which we own equity may restrict dividends, distributions or loans to us.

We believe that providing EBITDA and Adjusted EBITDA to investors has economic substance as these measures provide important supplemental information regarding our performance to investors and permits investors and management to evaluate the core operating performance of our business. Additionally, we believe this information is frequently used by securities analysts, investors and other interested parties in the evaluation of companies that have issued debt. Management uses, and believes that investors benefit from referring to these non-GAAP financial measures in assessing our operating results, as well as in planning, forecasting and analyzing future periods. Adjusting earnings for these charges allows investors to evaluate our performance from period to period, as well as our peers, without the effects of certain items that may vary depending on accounting methods and the book value of assets. Additionally, EBITDA and Adjusted EBITDA present meaningful measures of corporate performance exclusive of our capital structure and the method by which assets were acquired and financed.

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our operating results or cash flows as reported under U.S. GAAP. For example, EBITDA and Adjusted EBITDA:

• do not reflect our cash expenditures, or future requirements for, capital expenditures or contractual commitments;

• do not reflect changes in, or cash requirements for, our working capital needs;

• do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt; and

• do not adjust for all non-cash income or expense items that are reflected in our statements of cash flows.

Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. Other companies in the industries in which we operate may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. In addition, EBITDA and Adjusted EBITDA do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations.

EBITDA and Adjusted EBITDA are not measurements of our financial performance under U.S. GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with U.S. GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. Given these limitations, we rely primarily on our U.S. GAAP results and use EBITDA and Adjusted EBITDA only as a supplemental measure of our financial performance. See “Non-GAAP Financial Measures” earlier in this offering memorandum.

4

The following table reconciles, on a basis attributable to Icahn Enterprises, net income attributable to Icahn Enterprises to EBITDA and EBITDA to Adjusted EBITDA for the periods indicated:

	Historical																		Pro Forma(1)
	Year Ended December 31,									Nine Months Ended September 30,						Twelve Months Ended September 30, 2016			Year Ended December 31, 2015			Nine Months Ended September 30, 2016
	2013			2014			2015			2015			2016
	(in millions)
	(unaudited)
Attributable to Icahn Enterprises:
Net income (loss)	$	1,025		$	(373	)	$	(1,194	)	$	(67	)	$	(922	)	$	(2,049	)	$	(1,189	)	$	(940	)
Interest expense, net		464			614			762			563			468			667			717			420
Income tax (benefit) expense		(170	)		(109	)		14			133			61			(58	)		13			42
Depreciation, depletion and amortization		485			573			616			456			556			716			569			505
EBITDA attributable to Icahn Enterprises	$	1,804		$	705		$	198		$	1,085		$	163		$	(724	)	$	110		$	27
Impairment of assets		14			72			544			8			429			965			544			429
Restructuring costs		41			67			80			47			24			57			80			24
Non-service cost of U.S. based pension		4			(6	)		1			—			10			11			1			10
FIFO impact (favorable) unfavorable		(15	)		94			35			20			(18	)		(3	)		35			(18	)
OPEB curtailment gains		(15	)		—			—			—			—			—			—			—
Certain share-based compensation expense		20			8			11			7			—			4			11			—
Major scheduled turnaround expense		—			5			62			13			20			69			62			20
Losses on divestitures		46			—			—			—			—			—			—			—
Expenses related to certain acquisitions		—			—			5			6			—			(1	)		5			—
Net loss on extinguishment of debt		—			152			1			1			1			1			1			1
(Gain) loss on certain derivatives		(43	)		(41	)		2			11			23			14			2			23
Other		43			(38	)		(10	)		(30	)		33			53			(10	)		33
Adjusted EBITDA attributable to Icahn Enterprises	$	1,899		$	1,018		$	929		$	1,168		$	685		$	446		$	841		$	549

(1) The adjustments made to arrive at the pro forma financial information reflect, as it relates to the initial closing of the sale of ARL to SMBC Rail as if it had been completed as of January 1, 2015, (i) the removal of ARL’s results from our historical results and (ii) the adding back of historically eliminated intercompany net sales between ARI to ARL during the year ended December 31, 2015. There were no net sales recorded by ARI to ARL during the nine months ended September 30, 2016. See “Non-GAAP Financial Measures.”

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The following table reconciles net income to EBITDA and EBITDA to Adjusted EBITDA for the year ended December 31, 2013 for each of our segments:

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

6

	Investment		Automotive			Energy			Metals			Railcar		Gaming			Food Packaging		Real Estate		Home Fashion			Holding Company			Consolidated
														(in millions) (unaudited)
Non-service cost of U.S. based pension		—		2			—			—			—		—			2		—		—			—			4
FIFO impact (favorable) unfavorable		—		—			(15	)		—			—		—			—		—		—			—			(15	)
OPEB curtailment gains		—		(15	)		—			—			—		—			—		—		—			—			(15	)
Certain share-based compensation expense		—		4			13			—			3		—			—		—		—			—			20
Major scheduled turnaround expense		—		—			—			—			—		—			—		—		—			—			—
Losses on divestitures		—		46			—			—			—		—			—		—		—			—			46
Expenses related to certain acquisitions		—		—			—			—			—		—			—		—		—			—			—
Net (gain) loss on extinguishment of debt		—		—			(3	)		—			—		3			—		—		—			—			—
Gain on certain derivatives		—		—			(43	)		—			—		—			—		—		—			—			(43	)
Other		—		6			—			2			23		(7	)		21		—		(2	)		—			43
Adjusted EBITDA attributable to Icahn Enterprises	$	816	$	462		$	556		$	(18	)	$	111	$	45		$	50	$	46	$	1		$	(170	)	$	1,899

7

The following table reconciles net income to EBITDA and EBITDA to Adjusted EBITDA for the year ended December 31, 2014 for each of our segments:

	Investment			Automotive			Energy			Metals			Railcar		Gaming			Food Packaging			Real Estate			Home Fashion			Holding Company			Consolidated
															(in millions) (unaudited)
Before non-controlling interests:
Net (loss) income	$	(684	)	$	(90	)	$	168		$	(25	)	$	188	$	269		$	9		$	22		$	2		$	(388	)	$	(529	)
Interest expense, net		299			123			35			—			57		11			14			3			—			290			832
Income tax expense (benefit)		—			91			73			(18	)		56		(147	)		3			—			—			(161	)		(103	)
Depreciation, depletion and amortization		—			335			219			26			106		50			22			22			7			—			787
EBITDA before non-controlling interests	$	(385	)	$	459		$	495		$	(17	)	$	407	$	183		$	48		$	47		$	9		$	(259	)	$	987
Impairment of assets		—			24			103			3			—		—			—			5			—			—			135
Restructuring costs		—			86			—			—			—		—			—			—			(2	)		—			84
Non-service cost of U.S. based pension		—			(6	)		—			—			—		—			(1	)		—			—			—			(7	)
FIFO impact (favorable) unfavorable		—			—			161			—			—		—			—			—			—			—			161
OPEB curtailment gains		—			—			—			—			—		—			—			—			—			—			—
Certain share-based compensation expense		—			(4	)		13			—			3		—			—			—			—			—			12
Major scheduled turnaround expense		—			—			7			—			—		—			—			—			—			—			7
Losses on divestitures		—			—			—			—			—		—			—			—			—			—			—
Expenses related to certain acquisitions		—			—			—			—			—		—			—			—			—			—			—
Net loss on extinguishment of debt		—			36			—			—			2		—			16			—			—			108			162
Gain 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 Icahn Enterprises:
Net (loss) income	$	(305	)	$	(87	)	$	95		$	(25	)	$	122	$	185		$	6		$	22		$	2		$	(388	)	$	(373	)
Interest expense, net		143			99			20			—			42		7			10			3			—			290			614
Income tax expense (benefit)		—			80			64			(18	)		26		(102	)		2			—			—			(161	)		(109	)
Depreciation, depletion and amortization		—			270			124			26			74		34			16			22			7			—			573
EBITDA attributable to Icahn Enterprises	$	(162	)	$	362		$	303		$	(17	)	$	264	$	124		$	34		$	47		$	9		$	(259	)	$	705
Impairment of assets		—			19			45			3			—					—			5			—			—			72
Restructuring costs		—			69			—			—			—		—			—			—			(2	)		—			67

8

	Investment			Automotive			Energy			Metals			Railcar		Gaming			Food Packaging			Real Estate			Home Fashion			Holding Company			Consolidated
															(in millions) (unaudited)
Non-service cost of U.S. based pension		—			(5	)		—			—			—		—			(1	)		—			—			—			(6	)
FIFO impact (favorable) unfavorable		—			—			94			—			—		—			—			—			—			—			94
OPEB curtailment gains		—			—			—			—			—		—			—			—			—			—			—
Certain share-based compensation expense		—			(3	)		9			—			2		—			—			—			—			—			8
Major scheduled turnaround expense		—			—			5			—			—		—			—			—			—			—			5
Losses on divestitures		—			—			—			—			—		—			—			—			—			—			—
Expenses related to certain acquisitions		—			—			—			—			—		—			—			—			—			—			—
Net loss on extinguishment of debt		—			31			—			—			1		—			12			—			—			108			152
Gain 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

9

The following table reconciles net income to EBITDA and EBITDA to Adjusted EBITDA for the year ended December 31, 2015 for each of our segments:

	Investment			Automotive			Energy			Metals			Railcar		Gaming		Mining			Food Packaging			Real Estate			Home Fashion			Holding Company			Consolidated
	(in millions) (unaudited)
Before non-controlling interests:
Net (loss) income	$	(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 (favorable) unfavorable		—			—			60			—			—		—		—			—			—			—			—			60
OPEB curtailment gains		—			—			—			—			—		—		—			—			—			—			—			—
Certain share-based compensation expense		—			(1	)		13			—			1		—		—			—			—			—			—			13
Major scheduled turnaround expense		—			—			109			—			—		—		—			—			—			—			—			109
Losses on divestitures		—			—			—			—			—		—		—			—			—			—			—			—
Expenses related to certain acquisitions		—			6			—			—			—		—		—			—			—			—			—			6
Net loss on extinguishment of debt		—			—			—			—			2		—		—			—			—			—			—			2
Loss on certain derivatives		—			—			2			—			—		—		—			—			—			—			—			2
Other		2			32			(22	)		3			—		1		6			13			(41	)		2			(6	)		(10	)
Adjusted EBITDA before non-controlling interests	$	(1,100	)	$	651		$	755		$	(29	)	$	492	$	140	$	(9	)	$	59		$	45		$	6		$	(10	)	$	1,000
Adjusted EBITDA attributable to Icahn Enterprises:
Net (loss) income	$	(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 (favorable) unfavorable		—			—			35			—			—		—		—			—			—			—			—			35
OPEB curtailment gains		—			—			—			—			—		—		—			—			—			—			—			—
Certain share-based compensation expense		—			(1	)		11			—			1		—		—			—			—			—			—			11
Major scheduled turnaround expense		—			—			62			—			—		—		—			—			—			—			—			62
Losses on divestitures		—			—			—			—			—		—		—			—			—			—			—			—
Expenses related to certain acquisitions		—			5			—			—			—		—		—			—			—			—			—			5
Net loss on extinguishment of debt		—			—			—			—			1		—		—			—			—			—			—			1
Loss on certain derivatives		—			—			2			—			—		—		—			—			—			—			—			2
Other		1			28			(13	)		3			—		1		5			10			(41	)		2			(6	)		(10	)
Adjusted EBITDA attributable to Icahn Enterprises	$	(500	)	$	531		$	436		$	(29	)	$	318	$	95	$	(6	)	$	43		$	45		$	6		$	(10	)	$	929

10

The following table reconciles net income to EBITDA and EBITDA to Adjusted EBITDA for the nine months ended September 30, 2015 for each of our segments:

	Investment			Automotive			Energy			Metals			Railcar		Gaming		Mining			Food Packaging		Real Estate			Home Fashion			Holding Company			Consolidated
	(in millions) (unaudited)
Before non-controlling interests:
Net (loss) income	$	(263	)	$	—		$	347		$	(22	)	$	154	$	33	$	(13	)	$	2	$	55		$	(3	)	$	(267	)	$	23
Interest expense, net		412			103			35			—			59		8		—			9		2			—			214			842
Income tax expense (benefit)		—			30			87			(17	)		50		23		1			5		—			—			5			184
Depreciation, depletion and amortization		—			257			172			22			93		46		4			15		16			5			—			630
EBITDA before non-controlling interests	$	149		$	390		$	641		$	(17	)	$	356	$	110	$	(8	)	$	31	$	73		$	2		$	(48	)	$	1,679
Impairment of assets		—			10			—			—			—		—		—			—		—			—			—			10
Restructuring costs		—			57			—			—			—		—		—			—		—			—			—			57
Non-service cost of U.S. based pension		—			(1	)		—			—			—		—		—			2		—			—			—			1
FIFO impact (favorable) unfavorable		—			—			35			—			—		—		—			—		—			—			—			35
OPEB curtailment gains		—			—			—			—			—		—		—			—		—			—			—			—
Certain share-based compensation expense		—			(1	)		9			—			—		—		—			—		—			—			—			8
Major scheduled turnaround expense		—			—			24			—			—		—		—			—		—			—			—			24
Losses on divestitures		—			—			—			—			—		—		—			—		—			—			—			—
Expenses related to certain acquisitions		—			7			—			—			—		—		—			—		—			—			—			7
Net loss on extinguishment of debt		—			—			—			—			2		—		—			—		—			—			—			2
Loss on certain derivatives		—			—			18			—			—		—		—			—		—			—			—			18
Other		1			19			(25	)		(1	)		—		1		3			12		(41	)		2			(2	)		(31	)
Adjusted EBITDA before non-controlling interests	$	150		$	481		$	702		$	(18	)	$	358	$	111	$	(5	)	$	45	$	32		$	4		$	(50	)	$	1,810
Adjusted EBITDA attributable to Icahn Enterprises:
Net (loss) income	$	(119	)	$	(4	)	$	181		$	(22	)	$	98	$	23	$	(10	)	$	1	$	55		$	(3	)	$	(267	)	$	(67	)
Interest expense, net		190			84			19			—			42		5		—			7		2			—			214			563
Income tax expense (benefit)		—			24			75			(17	)		25		16		1			4		—			—			5			133
Depreciation, depletion and amortization		—			211			94			22			63		31		3			11		16			5			—			456
EBITDA attributable to Icahn Enterprises	$	71		$	315		$	369		$	(17	)	$	228	$	75	$	(6	)	$	23	$	73		$	2		$	(48	)	$	1,085
Impairment of assets		—			8			—			—			—		—		—			—		—			—			—			8
Restructuring costs		—			47			—			—			—		—		—			—		—			—			—			47
Non-service cost of U.S. based pension		—			(1	)		—			—			—		—		—			1		—			—			—			—
FIFO impact (favorable) unfavorable		—			—			20			—			—		—		—			—		—			—			—			20
OPEB curtailment gains		—			—			—			—			—		—		—			—		—			—			—			—
Certain share-based compensation expense		—			(1	)		8			—			—		—		—			—		—			—			—			7
Major scheduled turnaround expense		—			—			13			—			—		—		—			—		—			—			—			13
Losses on divestitures		—			—			—			—			—		—		—			—		—			—			—			—
Expenses related to certain acquisitions		—			6			—			—			—		—		—			—		—			—			—			6
Net loss on extinguishment of debt		—			—			—			—			1		—		—			—		—			—			—			1
Loss on certain derivatives		—			—			11			—			—		—		—			—		—			—			—			11
Other		—			15			(15	)		(1	)		—		1		2			9		(41	)		2			(2	)		(30	)
Adjusted EBITDA attributable to Icahn Enterprises	$	71		$	389		$	406		$	(18	)	$	229	$	76	$	(4	)	$	33	$	32		$	4		$	(50	)	$	1,168

11

The following table reconciles net income to EBITDA and EBITDA to Adjusted EBITDA for the nine months ended September 30, 2016 for each of our segments:

	Investment			Automotive		Energy			Metals			Railcar		Gaming			Mining			Food Packaging			Real Estate		Home Fashion			Holding Company			Consolidated
	(in millions) (unaudited)
Before non-controlling interests:
Net (loss) income	$	(972	)	$	103	$	(588	)	$	(13	)	$	123	$	(69	)	$	(21	)	$	8		$	13	$	(6	)	$	(234	)	$	(1,656	)
Interest expense, net		184			116		56			—			64		9			4			10			1		—			215			659
Income tax expense (benefit)		—			12		(17	)		(12	)		42		24			2			5			—		—			25			81
Depreciation, depletion and amortization		—			337		191			17			103		53			3			15			15		5			—			739
EBITDA before non-controlling interests	$	(788	)	$	568	$	(358	)	$	(8	)	$	332	$	17		$	(12	)	$	38		$	29	$	(1	)	$	6		$	(177	)
Impairment of assets		—			4		574			—			—		92			—			—			—		—			—			670
Restructuring costs		—			28		—			1			—		—			—			—			—		—			—			29
Non-service cost of U.S. based pension		—			9		—			—			—		—			—			4			—		—			—			13
FIFO impact (favorable) unfavorable		—			—		(30	)		—			—		—			—			—			—		—			—			(30	)
OPEB curtailment gains		—			—		—			—			—		—			—			—			—		—			—			—
Certain share-based compensation expense		—			—		—			—			—		—			—			—			—		—			—			—
Major scheduled turnaround expense		—			—		38			—			—		—			—			—			—		—			—			38
Losses on divestitures		—			—		—			—			—		—			—			—			—		—			—			—
Expenses related to certain acquisitions		—			—		—			—			—		—			—			—			—		—			—			—
Net loss on extinguishment of debt		—			—		5			—			—		—			—			—			—		—			—			5
Loss on certain derivatives		—			—		40			—			—		—			—			—			—		—			—			40
Other		—			33		1			(4	)		—		—			9			(3	)		—		1			—			37
Adjusted EBITDA before non-controlling interests	$	(788	)	$	642	$	270		$	(11	)	$	332	$	109		$	(3	)	$	39		$	29	$	—		$	6		$	625
Adjusted EBITDA attributable to Icahn Enterprises:
Net (loss) income	$	(446	)	$	85	$	(329	)	$	(13	)	$	98	$	(80	)	$	(16	)	$	6		$	13	$	(6	)	$	(234	)	$	(922	)
Interest expense, net		62			96		20			—			57		7			3			7			1		—			215			468
Income tax expense (benefit)		—			6		(10	)		(12	)		30		16			2			4			—		—			25			61
Depreciation, depletion and amortization		—			287		94			17			87		38			2			11			15		5			—			556
EBITDA attributable to Icahn Enterprises	$	(384	)	$	474	$	(225	)	$	(8	)	$	272	$	(19	)	$	(9	)	$	28		$	29	$	(1	)	$	6		$	163
Impairment of assets		—			3		334			—			—		92			—			—			—		—			—			429
Restructuring costs		—			23		—			1			—		—			—			—			—		—			—			24
Non-service cost of U.S. based pension		—			7		—			—			—		—			—			3			—		—			—			10
FIFO impact (favorable) unfavorable		—			—		(18	)		—			—		—			—			—			—		—			—			(18	)
OPEB curtailment gains		—			—		—			—			—		—			—			—			—		—			—			—
Certain share-based compensation expense		—			—		—			—			—		—			—			—			—		—			—			—
Major scheduled turnaround expense		—			—		20			—			—		—			—			—			—		—			—			20
Losses on divestitures		—			—		—			—			—		—			—			—			—		—			—			—
Expenses related to certain acquisitions		—			—		—			—			—		—			—			—			—		—			—			—
Net loss on extinguishment of debt		—			—		1			—			—		—			—			—			—		—			—			1
Loss on certain derivatives		—			—		23			—			—		—			—			—			—		—			—			23
Other		—			30		1			(4	)		—		—			7			(2	)		—		1			—			33
Adjusted EBITDA attributable to Icahn Enterprises	$	(384	)	$	537	$	136		$	(11	)	$	272	$	73		$	(2	)	$	29		$	29	$	—		$	6		$	685

12

The following table reconciles net income to EBITDA and EBITDA to Adjusted EBITDA for the twelve months ended September 30, 2016 for each of our segments:

	Investment			Automotive			Energy			Metals			Railcar		Gaming			Mining			Food Packaging			Real Estate		Home Fashion			Holding Company			Consolidated
	(in millions) (unaudited)
Before non-controlling interests:
Net (loss) income	$	(2,374	)	$	(249	)	$	(928	)	$	(42	)	$	182	$	(64	)	$	(203	)	$	3		$	19	$	(7	)	$	(143	)	$	(3,806	)
Interest expense, net		335			151			66			—			85		12			6			13			1		—			289			958
Income tax expense (benefit)		—			32			(45	)		(27	)		61		28			2			10			—		—			(96	)		(35	)
Depreciation, depletion and amortization		—			426			248			24			137		70			7			19			20		7			—			958
EBITDA before non-controlling interests	$	(2,039	)	$	360		$	(659	)	$	(45	)	$	465	$	46		$	(188	)	$	45		$	40	$	—		$	50		$	(1,925	)
Impairment of assets		—			338			827			20			—		92			169			—			2		—			—			1,448
Restructuring costs		—			60			—			3			—		—			—			5			—		1			—			69
Non-service cost of U.S. based pension		—			9			—			—			—		—			—			5			—		—			—			14
FIFO impact (favorable) unfavorable		—			—			(5	)		—			—		—			—			—			—		—			—			(5	)
OPEB curtailment gains		—			—			—			—			—		—			—			—			—		—			—			—
Certain share-based compensation expense		—			—			4			—			1		—			—			—			—		—			—			5
Major scheduled turnaround expense		—			—			123			—			—		—			—			—			—		—			—			123
Losses on divestitures		—			—			—			—			—		—			—			—			—		—			—			—
Expenses related to certain acquisitions		—			(1	)		—			—			—		—			—			—			—		—			—			(1	)
Net loss on extinguishment of debt		—			—			5			—			—		—			—			—			—		—			—			5
Loss on certain derivatives		—			—			24			—			—		—			—			—			—		—			—			24
Other		1			46			4			—			—		—			12			(2	)		—		1			(4	)		58
Adjusted EBITDA before non-controlling interests	$	(2,038	)	$	812		$	323		$	(22	)	$	466	$	138		$	(7	)	$	53		$	42	$	2		$	46		$	(185	)
Adjusted EBITDA attributable to Icahn Enterprises:
Net (loss) income	$	(1,087	)	$	(210	)	$	(485	)	$	(42	)	$	137	$	(77	)	$	(156	)	$	2		$	19	$	(7	)	$	(143	)	$	(2,049	)
Interest expense, net		131			125			26			—			72		9			5			9			1		—			289			667
Income tax expense (benefit)		—			28			(31	)		(27	)		41		18			2			7			—		—			(96	)		(58	)
Depreciation, depletion and amortization		—			361			125			24			110		50			5			14			20		7			—			716
EBITDA attributable to Icahn Enterprises	$	(956	)	$	304		$	(365	)	$	(45	)	$	360	$	—		$	(144	)	$	32		$	40	$	—		$	50		$	(724	)
Impairment of assets		—			277			444			20			—		92			130			—			2		—			—			965
Restructuring costs		—			49			—			3			—		—			—			4			—		1			—			57
Non-service cost of U.S. based pension		—			7			—			—			—		—			—			4			—		—			—			11
FIFO impact (favorable) unfavorable		—			—			(3	)		—			—		—			—			—			—		—			—			(3	)
OPEB curtailment gains		—			—			—			—			—		—			—			—			—		—			—			—
Certain share-based compensation expense		—			—			3			—			1		—			—			—			—		—			—			4
Major scheduled turnaround expense		—			—			69			—			—		—			—			—			—		—			—			69
Losses on divestitures		—			—			—			—			—		—			—			—			—		—			—			—
Expenses related to certain acquisitions		—			(1	)		—			—			—		—			—			—			—		—			—			(1	)
Net loss on extinguishment of debt		—			—			1			—			—		—			—			—			—		—			—			1
Loss on certain derivatives		—			—			14			—			—		—			—			—			—		—			—			14
Other		1			43			3			—			—		—			10			(1	)		—		1			(4	)		53
Adjusted EBITDA attributable to Icahn Enterprises	$	(955	)	$	679		$	166		$	(22	)	$	361	$	92		$	(4	)	$	39		$	42	$	2		$	46		$	446

13

The following table reconciles, on a pro forma basis, net income to EBITDA and EBITDA to Adjusted EBITDA for the year ended December 31, 2015 for each of our segments:

	Investment			Automotive			Energy			Metals			Railcar(1)		Gaming		Mining			Food Packaging			Real Estate			Home Fashion			Holding Company			Consolidated
	(in millions) (unaudited)
Before non-controlling interests:
Net (loss) income	$	(1,665	)	$	(352	)	$	7		$	(51	)	$	218	$	38	$	(195	)	$	(3	)	$	61		$	(4	)	$	(176	)	$	(2,122	)
Interest expense, net		563			138			45			—			20		11		2			12			2			—			288			1,081
Income tax expense (benefit)		—			50			59			(32	)		68		27		1			10			—			—			(116	)		67
Depreciation, depletion and amortization		—			346			229			29			63		63		8			19			21			7			—			785
EBITDA before non-controlling interests	$	(1,102	)	$	182		$	340		$	(54	)	$	369	$	139	$	(184	)	$	38		$	84		$	3		$	(4	)	$	(189	)
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 (favorable) unfavorable		—			—			60			—			—		—		—			—			—			—			—			60
OPEB curtailment gains		—			—			—			—			—		—		—			—			—			—			—			—
Certain share-based compensation expense		—			(1	)		13			—			1		—		—			—			—			—			—			13
Major scheduled turnaround expense		—			—			109			—			—		—		—			—			—			—			—			109
Losses on divestitures		—			—			—			—			—		—		—			—			—			—			—			—
Expenses related to certain acquisitions		—			6			—			—			—		—		—			—			—			—			—			6
Net loss on extinguishment of debt		—			—			—			—			2		—		—			—			—			—			—			2
Loss on certain derivatives		—			—			2			—			—		—		—			—			—			—			—			2
Other		2			32			(22	)		3			—		1		6			13			(41	)		2			(6	)		(10	)
Adjusted EBITDA before non-controlling interests	$	(1,100	)	$	651		$	755		$	(29	)	$	372	$	140	$	(9	)	$	59		$	45		$	6		$	(10	)	$	880
Adjusted EBITDA attributable to Icahn Enterprises:
Net (loss) income	$	(760	)	$	(299	)	$	25		$	(51	)	$	142	$	26	$	(150	)	$	(3	)	$	61		$	(4	)	$	(176	)	$	(1,189	)
Interest expense, net		259			113			25			—			12		7		2			9			2			—			288			717
Income tax expense (benefit)		—			46			54			(32	)		35		18		1			7			—			—			(116	)		13
Depreciation, depletion and amortization		—			285			125			29			39		43		6			14			21			7			—			569
EBITDA attributable to Icahn Enterprises	$	(501	)	$	145		$	229		$	(54	)	$	228	$	94	$	(141	)	$	27		$	84		$	3		$	(4	)	$	110
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 (favorable) unfavorable		—			—			35			—			—		—		—			—			—			—			—			35
OPEB curtailment gains		—			—			—			—			—		—		—			—			—			—			—			—
Certain share-based compensation expense		—			(1	)		11			—			1		—		—			—			—			—			—			11
Major scheduled turnaround expense		—			—			62			—			—		—		—			—			—			—			—			62
Losses on divestitures		—			—			—			—			—		—		—			—			—			—			—			—
Expenses related to certain acquisitions		—			5			—			—			—		—		—			—			—			—			—			5
Net loss on extinguishment of debt		—			—			—			—			1		—		—			—			—			—			—			1
Loss on certain derivatives		—			—			2			—			—		—		—			—			—			—			—			2
Other		1			28			(13	)		3			—		1		5			10			(41	)		2			(6	)		(10	)
Adjusted EBITDA attributable to Icahn Enterprises	$	(500	)	$	531		$	436		$	(29	)	$	230	$	95	$	(6	)	$	43		$	45		$	6		$	(10	)	$	841

(1) The adjustments made to arrive at the pro forma financial information reflect, as it relates to the initial closing of the sale of ARL to SMBC Rail as if it had been completed as of January 1, 2015, (i) the removal of ARL’s results from our historical results assuming no exercise of the option to sell additional railcars to SMBC Rail as described under “Summary — Recent Developments,” and (ii) the adding back of historically eliminated intercompany net sales between ARI to ARL during the year ended December 31, 2015. See “Non-GAAP Financial Measures.”

14

The following table reconciles, on a pro forma basis, net income to EBITDA and EBITDA to Adjusted EBITDA for nine months ended September 30, 2016 for each of our segments:

	Investment			Automotive		Energy			Metals			Railcar(1)		Gaming			Mining			Food Packaging			Real Estate		Home Fashion			Holding Company			Consolidated
	(in millions) (unaudited)
Before non-controlling interests:
Net (loss) income	$	(972	)	$	103	$	(588	)	$	(13	)	$	100	$	(69	)	$	(21	)	$	8		$	13	$	(6	)	$	(234	)	$	(1,679	)
Interest expense, net		184			116		56			—			15		9			4			10			1		—			215			610
Income tax expense (benefit)		—			12		(17	)		(12	)		23		24			2			5			—		—			25			62
Depreciation, depletion and amortization		—			337		191			17			52		53			3			15			15		5			—			688
EBITDA before non-controlling interests	$	(788	)	$	568	$	(358	)	$	(8	)	$	190	$	17		$	(12	)	$	38		$	29	$	(1	)	$	6		$	(319	)
Impairment of assets		—			4		574			—			—		92			—			—			—		—			—			670
Restructuring costs		—			28		—			1			—		—			—			—			—		—			—			29
Non-service cost of U.S. based pension		—			9		—			—			—		—			—			4			—		—			—			13
FIFO impact (favorable) unfavorable		—			—		(30	)		—			—		—			—			—			—		—			—			(30	)
OPEB curtailment gains		—			—		—			—			—		—			—			—			—		—			—			—
Certain share-based compensation expense		—			—		—			—			—		—			—			—			—		—			—			—
Major scheduled turnaround expense		—			—		38			—			—		—			—			—			—		—			—			38
Losses on divestitures		—			—		—			—			—		—			—			—			—		—			—			—
Expenses related to certain acquisitions		—			—		—			—			—		—			—			—			—		—			—			—
Net loss on extinguishment of debt		—			—		5			—			—		—			—			—			—		—			—			5
Loss on certain derivatives		—			—		40			—			—		—			—			—			—		—			—			40
Other		—			33		1			(4	)		—		—			9			(3	)		—		1			—			37
Adjusted EBITDA before non-controlling interests	$	(788	)	$	642	$	270		$	(11	)	$	190	$	109		$	(3	)	$	39		$	29	$	—		$	6		$	483
Adjusted EBITDA attributable to Icahn Enterprises:
Net (loss) income	$	(446	)	$	85	$	(329	)	$	(13	)	$	80	$	(80	)	$	(16	)	$	6		$	13	$	(6	)	$	(234	)	$	(940	)
Interest expense, net		62			96		20			—			9		7			3			7			1		—			215			420
Income tax expense (benefit)		—			6		(10	)		(12	)		11		16			2			4			—		—			25			42
Depreciation, depletion and amortization		—			287		94			17			36		38			2			11			15		5			—			505
EBITDA attributable to Icahn Enterprises	$	(384	)	$	474	$	(225	)	$	(8	)	$	136	$	(19	)	$	(9	)	$	28		$	29	$	(1	)	$	6		$	27
Impairment of assets		—			3		334			—			—		92			—			—			—		—			—			429
Restructuring costs		—			23		—			1			—		—			—			—			—		—			—			24
Non-service cost of U.S. based pension		—			7		—			—			—		—			—			3			—		—			—			10
FIFO impact (favorable) unfavorable		—			—		(18	)		—			—		—			—			—			—		—			—			(18	)
OPEB curtailment gains		—			—		—			—			—		—			—			—			—		—			—			—
Certain share-based compensation expense		—			—		—			—			—		—			—			—			—		—			—			—
Major scheduled turnaround expense		—			—		20			—			—		—			—			—			—		—			—			20
Losses on divestitures		—			—		—			—			—		—			—			—			—		—			—			—
Expenses related to certain acquisitions		—			—		—			—			—		—			—			—			—		—			—			—
Net loss on extinguishment of debt		—			—		1			—			—		—			—			—			—		—			—			1
Loss on certain derivatives		—			—		23			—			—		—			—			—			—		—			—			23
Other		—			30		1			(4	)		—		—			7			(2	)		—		1			—			33
Adjusted EBITDA attributable to Icahn Enterprises	$	(384	)	$	537	$	136		$	(11	)	$	136	$	73		$	(2	)	$	29		$	29	$	—		$	6		$	549

(1) The adjustments made to arrive at the pro forma financial information reflect, as it relates to the initial closing of the sale of ARL to SMBC Rail as if it had been completed as of January 1, 2015, the removal of ARL’s results from our historical results assuming no exercise of the option to sell additional railcars to SMBC Rail as described under “Summary — Recent Developments.” See “Non-GAAP Financial Measures.”

15

EX-99.3

Exhibit 99.3

Icahn Enterprises L.P. Roadshow Presentation January 2017

Forward - Looking Statements and Non - GAAP Financial Measures Forward - Looking Statements This presentation contains certain statements that are, or may be deemed to be, “forward - looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All statements included herein, other than statements that relate solely to historical fact, are “forward - looking statements . ” Such statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events, or any statement that may relate to strategies, plans or objectives for, or potential results of, future operations, financial results, financial condition, business prospects, growth strategy or liquidity, and are based upon management’s current plans and beliefs or current estimates of future results or trends . Forward - looking statements can generally be identified by phrases such as “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “predicts,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “could,” “designed,” “should be” and other similar expressions that denote expectations of future or conditional events rather than statements of fact . Our expectations, beliefs and projections are expressed in good faith and we believe that there is a reasonable basis for them . However, there can be no assurance that these expectations, beliefs and projections will result or be achieved . There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward - looking statements contained in this presentation . These risks and uncertainties are described in our Annual Report on Form 10 - K for the year ended December 31 , 2015 and our Quarterly Report on Form 10 - Q for the quarter ended September 30 , 2016 . There may be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ materially from the forward - looking statements . All forward - looking statements attributable to us or persons acting on our behalf apply only as of the date of this presentation and are expressly qualified in their entirety by the cautionary statements included in this presentation . Except to the extent required by law, we undertake no obligation to update or revise forward - looking statements to reflect events or circumstances after the date such statements are made or to reflect the occurrence of unanticipated events . Non - GAAP Financial Measures This presentation contains certain non - GAAP financial measures, including EBITDA, Adjusted EBITDA and Indicative Net Asset Value . The non - GAAP financial measures contained herein have limitations as analytical tools and should not be considered in isolation or in lieu of an analysis of our results as reported under U . S . GAAP . These non - GAAP measures should be evaluated only on a supplementary basis in connection with our U . S . GAAP results, including those reported in our consolidated financial statements and the related notes thereto contained in our Annual Report on Form 10 - K for the year ended December 31 , 2015 and our Quarterly Report on Form 10 - Q for the quarter ended September 30 , 2016 . A reconciliation of these non - GAAP financial measures to the most directly comparable GAAP financial measures can be found in the back of this presentation .

Presenters  Keith Cozza – President & Chief Executive Officer  SungHwan Cho – Chief Financial Officer 3

Agenda  Transaction Overview  Company Overview  Investment Highlights  Financial Performance  Appendix 4

Transaction Overview

Executive Summary  Icahn Enterprises L.P. (“IEP” or the “Company”) is a diversified holding company, with global businesses in Investment, Automotive, Energy, Metals, Railcar, Gaming, Mining, Food Packaging, Real Estate and Home Fashion – Total equity market capitalization of approximately $8.8 (1) billion as of December 31, 2016  The proposed debt issuance and Rights Offering will provide IEP with funds needed to refinance their current 2017 Notes and increased liquidity for general partnership purposes (1) Based on closing stock price of $59.92 and approximately 147.7 million depositary units and general partner equivalent interests as of December 31, 2016. (2) The offering of the New Senior Unsecured Notes due 2022 and 2024 is not conditioned on the closing of the Rights Offering and we cannot assure you that the Rights Offering will be completed on the terms described herein or at all. 6 Sources and Uses of Funds Sources of Funds Uses of Funds ($Millions) New Senior Unsecured Notes due 2022 and 2024 900$ Refinance 3.50% Senior Unsecured Notes due 2017 1,175$ Rights Offering 600 General Partnership Purposes 337 GP Contribution for Rights Offering 12 Total Sources 1,512$ Total Uses 1,512$ (2)

Capitalization and Credit Statistics Key Points  Strong financial metrics (1) : – Total c onsolidated liquidity of $5.2 billion – Indicative gross asset value to holding company net debt coverage of 2.3x  Holding company cash and cash equivalents value of $1.6 billion (1)  Affiliates of Carl Icahn owned 89.8% of IEP valued at $7.8Bn (2) as of December 31, 2016 (1) Pro - Forma as of September 30, 2016 (2) Based on closing stock price of $59.92 and approximately 130.0 million depositary units owned by Mr. Icahn as of December 31, 2016 (3) Pro - Forma financial data set forth below gives effect to (i) the initial closing of the sale of ARL to SMBC Rail, (ii) the issuance of the New Senior Unsecured Notes due 2022 and 2024 an d t he redemption of the 3.50% Senior Unsecured Notes due 2017 with the proceeds thereof, and (iii) the $600 million Rights Offering, including the $12 million GP con tribution; in each case, as if it occurred on September 30, 2016 (4) Debt is non - recourse to Icahn Enterprises (5) Based on closing stock price of $50.55 and approximately 144.6 million depositary units and general partner equivalent interests as of September 30, 2016 (6) Indicative gross asset value defined as market value of public subsidiaries, market value of the Holding Company interest in Funds and book value or market comparables of other assets 7 September 30, 2016 ($Millions) Actual Pro-Forma (3) Liquid Assets: Holding Company Cash & Cash Equivalents 192$ 1,643$ Holding Company Investment in Funds 1,811 1,811 Holding Company Liquid Assets 2,003 3,454 Subsidiaries Cash & Cash Equivalents 1,810 1,709 Total Liquid Assets 3,813$ 5,163$ Holding Company Debt: 3.5% Senior Unsecured Notes due 2017 1,174$ -$ 4.875% Senior Unsecured Notes due 2019 1,271 1,271 6% Senior Unsecured Notes due 2020 1,705 1,705 5.875% Senior Unsecured Notes due 2022 1,339 1,339 New Senior Unsecured Notes due 2022 and 2024 - 900 Mortgages Payable 25 25 Holding Company Debt 5,514$ 5,240$ Subsidiary Debt (4) 7,457 5,691 Total Consolidated Debt (a) 12,971$ 10,931$ Minority Interest (b) 6,310$ 6,310$ Shareholders' Book Equity (c) 2,488 4,064 Total Book Capitalization (a) + (b) + (c) 21,769$ 21,305$ Stockholders' Market Equity (5) (d) 7,308 7,908 Total Capitalization (a) + (b) + (d) 26,589$ 25,149$ Supplemental Information: Indicative Gross Asset Value (excluding HoldCo cash) (6) 9,457$ 8,448$ Indicative Gross Asset Value / Holding Company Net Debt 1.8x 2.3x Holding Company Liquid Assets / Holding Company Debt 0.4x 0.7x

Summary of Terms Issuers Icahn Enterprises L.P. and Icahn Enterprises Finance Corp. (“IEP” or the “Company”) Issue $900 million of Senior Notes Term 5 - Year Senior Notes due 2022 7 - Year Senior Notes due 2024 Optional Redemption Non - call 2 Non - call 3 Placement Type 144A and Regulation S Private Placement with Registration Rights Use of Proceeds To refinance existing 3.50% 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 . The Notes will be effectively subordinated to all of our and Icahn Enterprises Holdings L . P . ’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness 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 5.875% Notes due 2022 Sole Bookrunner Jefferies LLC 8

Company Overview

Overview of Icahn Enterprises  Icahn Enterprises L.P. is a diversified holding company with operating segments in Investment, Automotive, Energy, Gaming, Mi nin g, Railcar, Food Packaging, Metals, Real Estate and Home Fashion  IEP is majority owned and controlled by Carl Icahn – Carl Icahn has contributed most of his businesses to and executed transactions primarily through IEP – As of December 31, 2016, Carl Icahn and his affiliates owned approximately 89.8% of IEP’s outstanding depositary units – Commitment to maintaining a strong balance sheet as demonstrated by $600m rights offering and his indication to fully subscri be  IEP benefits from cash flows from its subsidiaries: – CVR Energy: $2.00 per share annualized dividend – CVR Refining: $1.01 per common unit of distributions declared for the LTM ended September 30, 2016 – American Railcar Inc: $1.60 per share annual dividend – Recurring cash flows from our Real Estate segment  IEP has daily liquidity through its ability to redeem its investment in the funds on a daily basis (1) Investment segment total assets represents book value of equity 10 ($ millions) As of September 30, 2016 Segment Assets Revenue Net (Loss) Income Attrib. to IEP Adj. EBITDA Attrib. to IEP Investment (1) $5,909 ($1,980) ($1,087) ($955) Automotive 10,070 9,493 (210) 679 Energy 5,031 4,459 (485) 166 Metals 202 268 (42) (22) Railcar 3,348 1,012 137 361 Gaming 1,476 939 (77) 92 Mining 196 53 (156) (4) Food Packaging 426 330 2 39 Real Estate 684 96 19 42 Home Fashion 205 198 (7) 2 Holding Company 524 73 (143) 46 Total $28,071 $14,941 ($2,049) $446 LTM Ended September 30, 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. (NasdaqGS:FDML) Icahn Enterprises G.P. Inc. Icahn Enterprises L.P. (NasdaqGS: IEP) Icahn Enterprises Holdings L.P . 1% 1% 99% LP Interest 34% 75% 82% 82% American Railcar Industries, Inc. (NasdaqGS:ARII) Icahn Capital LP Viskase Companies Inc. (OTCPK:VKSC) As of September 30, 2016, Icahn Enterprises had investments with a fair market value of approximately $1.8 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 69% 100% 100% 61% Producer and distributer of nitrogen fertilizer products CVR Partners, LP (NYSE: UAN) CVR Refining, LP (NYSE: CVRR) 185k bpd capacity oil refining company in the mid - continent region of the United States 100 % 100% 4% Leading global supplier to the automotive, aerospace, energy, heavy duty truck, industrial, marine, power generation and auto aftermarket industries Note : Percentages denote equity ownership as of September 30, 2016. Excludes intermediary and pass through entities. American Railcar Leasing LLC Leading North American lessor of hopper and tank railcars 100% 11 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 Taj Mahal located in Atlantic City, NJ. 100%

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 Vincent J. Intrieri (1) Senior Managing Director, Icahn Capital 18 33 Samuel Merksamer (1) Managing Director, Icahn Capital 8 14 Jonathan Christodoro Managing Director, Icahn Capital 4 16 Courtney Mather Portfolio Manager, Icahn Capital 2 17 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. 11 17 12 (1) Employment with IEP ended effective 12/31/16, but individuals remain as board members of significant investments in IEP’s Inv est ment Segment

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 Operating Segments for Icahn Enterprises Automotive(3) 29% Energy(4) 11% Gaming(5) 11% Railcar(6) 16% Food Packaging 1% Metals 2% Real Estate 7% Home Fashion 2% Mining 1% Investment 20% Asset Mix (1)(2) 1  The Company is well diversified across various industries and sectors (1) Indicative Net Asset Value of subsidiaries as of September 30, 2016, refer to slide 22 (2) Excludes Holding Company (3) Automotive includes Federal - Mogul, IEH Auto & PepBoys (4) Energy includes CVR Energy and CVR Refining (direct holding) (5) Gaming includes Tropicana and Trump Entertainment (6) Railcar includes American Railcar Industries and ARL; does not give effect to sale of ARL to SMBC Rail 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 Global market share leader in each of its principal product categories with a long history of quality and strong brand names Geographically diverse, regional properties in major gaming markets with significant consolidation opportunities 200 year heritage with some of the best known brands in home fashion; consolidation likely in fragmented sector Leading global market position in non - edible meat casings poised to capture further growth in emerging markets Established regional footprint positioned to actively participate in consolidation of the highly fragmented scrap metal market Our railcar segment is a leading, vertically integrated manufacturer of railcars, railcar services and railcar leasing. Strategically located mid - continent petroleum refiner and nitrogen fertilizer producer Long - term real estate investment horizon with strong, steady cash flows AREP Real Estate Holdings, LLC  IEP’s subsidiary companies possess key competitive strengths and / or leading market positions  IEP seeks to create incremental value by investing in organic growth and targeting businesses that offer consolidation opportunities ─ Capitalize on attractive interest rate environment to pursue acquisitions and recognize meaningful synergies 16 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 2

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., Navistar, Hertz) ─ Strategic initiatives (e.g., Motorola, eBay, Manitowoc, Xerox) ─ Corporate governance changes (e.g., eBay, Gannet, Freeport - McMoRan, Cheniere Energy)  The Investment Funds’ net notional exposure was (138%) at September 30, 2016  The Investment Funds returned all fee - paying capital to their investors during fiscal 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 $1.8 billion as of September 30, 2016  IEP has daily liquidity through its ability to redeem its investment in the Investment Funds on a daily basis Historical Segment Financial Summary 17 Note: Information for the year ended December 31, 2016 is preliminary and reflects management’s estimates based solely upon i nfo rmation available as of the date of this presentation, and which is not a comprehensive statement of the Company’s financial results for the year ended December 31, 2016. It is possible that the Comp any ’s actual results may differ materially from these estimates due to the completion of its financial closing procedures final adjustments and other developments that may arise between now and the time its financi al results for the year ended December 31, 2016 are finalized. (1) Balance Sheet data as of the end of each respective fiscal period. (2) 2012 gross return assumes that IEP’s holdings in CVR Energy remained in the Investment Funds for the entire period. IEP obta ine d a majority stake in CVR Energy in May 2012. Investment Funds returns were approximately 6.6% when excluding returns on CVR Energy after it became a consolidated entity. Investment Segment LTM September 30, ($ millions) 2013 2014 2015 2016 Select Income Statement Data: Total revenues $2,031 ($218) ($865) ($1,980) Net income 1,902 (684) (1,665) (2,374) Net income attrib. to IEP 812 (305) (760) (1,087) Select Balance Sheet Data (1) : Total equity $8,353 $9,062 $7,541 $5,909 Equity attributable to IEP 3,696 4,284 3,428 1,825 FYE December 31, 2

Highlights and Recent Developments  Strategic location and complex refineries allows CVR to take advantage of differences in regional crude prices to maximize profitability  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 LTM ending September 30, 2016 was $1.01 per common unit ─ CVR Partners full year distribution was $1.11 per common unit in 2015 and LTM ending September 30, 2016 was $0.71 per common unit Segment: Energy Company Description  CVR Energy, Inc. (NYSE:CVI) operates as a holding company that owns majority interests in two separate operating subsidiaries: CVR Refining, LP (NYSE:CVRR) and CVR Partners, LP ( NYSE:UAN ) ─ CVR Refining is an independent petroleum refiner and marketer of high - value transportation fuels in the mid - continent of the United States ─ CVR Partners is a manufacturer of ammonia and urea ammonium nitrate solution fertilizer products Historical Segment Financial Summary 18 (1) Balance Sheet data as of the end of each respective fiscal period. Energy Segment LTM September 30, ($ millions) 2013 2014 2015 2016 Select Income Statement Data: Total revenues $9,063 $9,292 $5,442 $4,459 Adjusted EBITDA 869 716 755 323 Net income 479 168 7 (928) Adjusted EBITDA attrib. to IEP $556 $415 $436 $166 Net income attrib. to IEP 289 95 25 (485) Select Balance Sheet Data (1) : Total assets $5,748 $5,334 $4,888 $5,031 Equity attributable to IEP 1,926 1,612 1,508 1,054 FYE December 31, 2

Segment: Automotive Company Description  We conduct our Automotive segment through our majority ownership in Federal - Mogul Holdings Corporation ( NasdaqGS:FDML ) and our wholly owned subsidiaries, 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 : L everage global capabilities in Asia and other emerging markets – Distribution and IT : Improve customer service and delivery, order and inventory management, on - line initiatives – Cost Structure : improve manufacturing footprint, optimize low - cost sourcing and operational performance – Product Line Growth : expand existing product lines and add new product lines through acquisition or internal investment – Product Differentiation and Brand Value : invest in product innovation and communicate brand value proposition to end customers 19 Recent Developments  During Q1 2016, Icahn Enterprises completed the acquisition of Pep Boys  On January 3, 2017, Icahn Enterprises increased its cash tender offer to $10.00 per share, for all of the outstanding shares of FDML not already owned by Icahn Enterprises (1) Balance Sheet data as of the end of each respective fiscal period. (2) Results include IEH Auto Parts Holding LLC beginning June 1, 2015 and Pep Boys beginning February 3, 2016 Pep Boys and IEH Auto Parts Holding LLC  Pep Boys and IEH Auto are operated together in order to grow their sales to DIFM distributors and DIFM service professionals, to grow their automotive service business, and to maintain their DIY customer bases by offering the broadest product assortment in the automotive aftermarket Automotive Segment LTM September 30, ($ millions) 2013 2014 2015 (2) 2016 (2) Select Income Statement Data: Total revenues $6,876 $7,324 $7,853 $9,493 Adjusted EBITDA 591 630 651 812 Net income 263 (90) (352) (249) Adjusted EBITDA attrib. to IEP $462 $502 $531 $679 Net income attrib. to IEP 250 (87) (299) (210) Select Balance Sheet Data (1) : Total assets $7,545 $7,529 $7,943 $10,070 Equity attributable to IEP 1,660 1,231 1,270 2,457 FYE December 31, 2

Highlights and Recent Developments  Railcar manufacturing remains strong ─ 5,083 railcar backlog as of September 30, 2016 ─ 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% by acquiring the remaining 25% that IEP did not already own ─ Combined ARL and ARI railcar lease fleets grew to 45,481 railcars as of September 30, 2016 from approximately 45,050 at the end of 2015  ARI annualized dividend is $1.60 per share  ARL cash to HoldCo was $100 million in 2015 and $200 million in 2016  On July 28, 2015, ARI’s Board of Directors authorized a stock repurchase program pursuant to which ARI may, from time to time, repurchase up to $250 million of its common stock  On December 19, 2016, IEP announced entrance into a definitive agreements 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 close on approximately 29,000 railcars for $2.778 billion ─ 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 $586 million at the time of the initial closing Segment: Railcar Segment Description  American Railcar Industries, Inc. (“ARI”) (NASDAQ:ARII ) operates in three business segments: manufacturing operations, railcar services and leasing  American Railcar Leasing, LLC (“ARL”), is engaged in the business of leasing railcars. Historical Segment Financial Summary . 20 (1) Balance Sheet data as of the end of each respective fiscal period Railcar Segment LTM September 30, ($ millions) 2013 2014 2015 2016 Net Sales/Other Revenues From Operations: Manufacturing $408 $379 $440 $474 Railcar leasing 273 364 452 481 Railcar services 58 47 47 49 Total $739 $790 $939 $1,004 Gross Margin: Manufacturing $82 $91 $102 $74 Railcar leasing 148 219 276 272 Railcar services 23 17 22 22 Total $253 $327 $400 $368 Adjusted EBITDA attrib. to IEP $111 $269 $318 $361 Net income attrib. to IEP 30 122 137 137 Total assets (1) $2,547 $3,120 $3,681 $3,348 Equity attributable to IEP (1) 591 711 742 424 FYE December 31, 2

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  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 stock repurchase program pursuant to which Tropicana may, from time to time, repurchase up to $50 million of its common stock  During Q1 2016, IEP obtained control and began consolidating the results of Trump Entertainment, which owns and operates Trump Taj Mahal Casino Resorts in Atlantic City, New Jersey ─ Trump Taj Mahal closed on October 10, 2016. The segment recorded impairments to the property and associated intangibles of $92 million Segment: Gaming Company Description  We conduct our Gaming segment through our majority ownership in Tropicana Entertainment and Trump Entertainment  Tropicana Entertainment Inc. (OTCPK:TPCA) operates eight casino facilities featuring approximately 392,000 square feet of gaming space with 7,900 slot machines, 300 table games and 5,500 hotel rooms as of September 30, 2016 ─ Eight casino facilities located in New Jersey, Indiana, Nevada, Mississippi, Missouri, Louisiana and Aruba ─ Successful track record operating gaming companies, dating back to 2000  Trump Entertainment owns Trump Taj Mahal located in Atlantic City, NJ. Historical Segment Financial Summary 21 (1) Balance Sheet data as of the end of each respective fiscal period. (2) Results include Trump Entertainment beginning February 26, 2016. Gaming Segment LTM September 30, ($ millions) 2013 2014 2015 2016 (2) Select Income Statement Data: Total revenues $571 $849 $811 $939 Adjusted EBITDA 66 99 140 138 Net income 19 269 38 (64) Adjusted EBITDA attrib. to IEP $45 $66 $95 $92 Net income attrib. to IEP 13 185 26 (77) Select Balance Sheet Data (1) : Total assets $996 $1,260 $1,281 $1,476 Equity attributable to IEP 392 578 604 750 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 22 ($ Millions) Note: Indicative net asset value does not purport to reflect a valuation of IEP. The calculated Indicative net asset value d oes not include any value for our Investment Segment other than the fair market value of our investment in the Investment Funds. A valuation is a subjective exercise and Indicative net asset value does not necessarily consider all elements or con sid er in the adequate proportion the elements that could affect the valuation of IEP. Investors may reasonably differ on what such elements are and their impact on IEP. No representation or assurance, express or implied is made as to the accu rac y and correctness of indicative net asset value as of these dates or with respect to any future indicative or prospective results which may vary. Note : Information for the year ended December 31, 2016 is preliminary and reflects management’s estimates based solely upon infor mat ion available as of the date of this presentation, and which is not a comprehensive statement of the Company’s financial results for the year ended December 31, 2016. It is possible that the Company’s actual results may differ ma terially from these estimates due to the completion of its financial closing procedures final adjustments and other developments that may arise between now and the time its financial results for the year ended December 31, 2016 are fin ali zed . (1) Represents equity attributable to us as of each respective date, except December 31, 2016, which represents the estimated eq uity attributable to us as of December 31, 2016. (2) Based on closing share price on each date and the number of shares owned by the Holding Company as of each respective date. (3) Amounts based on market comparables due to lack of material trading volume. Tropicana valued at 8.5x Adjusted EBITDA for the twelve months ended December 31, 2015, March 31, 2016, June 30, 2016 and September 30, 2016; December 31, 2016 represents the September 30, 2016 value. Viskase valued at 9.0x Adjusted EBITDA for the twelve months ende d D ecember 31, 2015, March 31, 2016, June 30, 2016 and September 30, 2016; December 31, 2016 represents the September 30, 2016 value. (4) Represents equity attributable to us as of each respective date, except December 31, 2016, which represents the equity attri butable to us as of September 30, 2016 (5) ARL value assumes the present value of projected cash flows from leased railcars, net of debt, plus working capital. Decembe r 31, 2016 is adjusted to reflect the initial sale of ARL to SMBC Rail and assumes the ARL cars not being sold to SMBC Rail during the initial closing are valued at the purchase price option set forth in the agreement less liabilities. (6) Holding Company’s balance as of each respective date, except December 31, 2016, which represents Holding Company’s balance a s of September 30, 2016 adjusted to reflect the initial sale of ARL to SMBC Rail. 3 Estimated 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 $1,652 CVR Energy (2) 2,802 1,858 1,104 980 1,808 CVR Refining - direct holding (2) 114 72 47 50 60 Federal-Mogul (2) 949 1,369 1,152 1,332 1,429 American Railcar Industries (2) 549 484 469 492 538 Total market-valued subsidiaries $7,842 $5,604 $4,483 $4,680 $5,487 Other Subsidiaries: Tropicana (3) $794 $844 $811 $877 $877 Viskase (3) 183 165 143 145 145 Real Estate Holdings (4) 656 649 647 644 644 PSC Metals (4) 182 174 178 169 169 WestPoint Home (4) 176 175 174 169 169 ARL (5) 852 1,024 1,033 1,029 571 Ferrous Resources (4) 95 85 81 79 79 IEH Auto & PepBoys (4) 249 1,418 1,423 1,364 1,364 Trump Entertainment (4) - 203 208 118 118 Total - other subsidiaries $3,187 $4,736 $4,697 $4,594 $4,136 Add: Holding Company cash and cash equivalents (6) 166 212 211 192 1,306 Less: Holding Company debt (6) (5,490) (5,487) (5,488) (5,489) (5,489) Add: Other Holding Company net assets (6) 615 (13) 133 183 (368) Indicative Net Asset Value $6,320 $5,052 $4,036 $4,160 $5,072 As of

Strong, Stable Cash Flow Generation from Operating Subsidiaries  The Company and its subsidiaries generate ample cash flow to cover interest payments and operating expenses 4 Note: Information for the year ended December 31, 2016 is preliminary and reflects management’s estimates based solely upon i nfo rmation available as of the date of this presentation, and which is not a comprehensive statement of the Company’s financial results for the year ended December 31, 2016. It is possible that the Company’s actual results may di ffe r materially from these estimates due to the completion of its financial closing procedures final adjustments and other developments that may arise between now and the ti me its financial results for the year ended December 31, 2016 are finalized . (1) Of the dividends/distributions received, $142 million represented Icahn Enterprises Holdings’ share of CVR’s issuance of an a nnu alized dividend of $2.00 per share during the year ended December 31, 2016, and $45 million represented tax sharing payments pursuant to tax sharing agreements. (2) Represented Icahn Enterprises Holdings’ share of American Railcar Industries Inc.’s issuance of an annualized dividend of $1. 60 per share during the year ended December 31, 2016. (3) Of the distributions received, $100 million represented regular annualized distribution and $100 million represented a specia l d istribution during the year ended December 31, 2016. Does not give pro forma effect to the sale of ARL to SMBC Rail. (4) Represented regular annualized distribution during the year ended December 31, 2016. (5) Represented special distributions during the year ended December 31, 2016. 23 Year Ended December 31, 2016 ($in millions) (unaudited) Cash Dividends and Distributions to Icahn Enterprises Holdings: CVR Energy, Inc. (1) 187$ American Railcar Industries, Inc. (2) 19 American Railcar Leasing, LLC (3) 200 Cash distribution from our Real Estate segment (4) 42 IEH Auto and PepBoys (5) 100 Cash distribution from our Investment segment (5) 1,050 Total cash dividends and distributions 1,598$

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 Pro-Forma (1) Liquidity As of 9/30/2016 As of 9/30/2016 Liquid Assets: Hold Co. Cash & Cash Equivalents $192 1,643$ IEP Interest in Investment Funds 1,811 1,811 Subsidiaries Cash & Cash Equivalents 1,810 1,709 Total $3,813 $5,163 Subsidiary Revolver Availability: Automotive $339 $339 Energy 371 371 Railcar 200 200 Gaming 15 15 Food Packaging 8 8 Home Fashion 28 28 Subsidiary Revolver Availability $961 $961 Total Liquidity $4,774 $6,124 (1) Pro - Forma financial data set forth below gives effect to ( i ) the initial closing of the sale of ARL to SMBC Rail, (ii) the issuance of the New Senior Unsecured Notes due 2022 and 2024 and the redemption of the 3.50% Senior Unsecured Notes due 2017 with the proceeds thereof, and (iii) the $600 million Rights Offering, including the $12 million GP con tribution; in each case, as if it occurred on September 30, 2016

Financial Performance

Financial Performance Net Income (Loss) Attributable to Icahn Enterprises Adjusted EBITDA Attributable to Icahn Enterprises 26 $1,025 ($373) ($1,194) ($2,049) FYE 2013 FYE 2014 FYE 2015 LTM 9/30/16 $1,899 $1,018 $929 $446 FYE 2013 FYE 2014 FYE 2015 LTM 9/30/16 ($Millions) LTM September 30, LTM September 30, ($ in millions) 2013 2014 2015 2016 ($ in millions) 2013 2014 2015 2016 Net Income (Loss) Attributable to Icahn Enterprises Adjusted EBITDA attributable to Icahn Enterprises Investment $812 ($305) ($760) ($1,087) Investment $816 ($162) ($500) ($955) Automotive 250 (87) (299) (210) Automotive 462 502 531 679 Energy 289 95 25 (485) Energy 556 415 436 166 Metals (28) (25) (51) (42) Metals (18) (15) (29) (22) Railcar 30 122 137 137 Railcar 111 269 318 361 Gaming 13 185 26 (77) Gaming 45 66 95 92 Mining - - (150) (156) Mining - - (6) (4) Food Packaging 32 6 (3) 2 Food Packaging 50 47 43 39 Real Estate 17 22 61 19 Real Estate 46 46 45 42 Home Fashion (16) 2 (4) (7) Home Fashion 1 5 6 2 Holding Company (374) (388) (176) (143) Holding Company (170) (155) (10) 46 Total $1,025 ($373) ($1,194) ($2,049) Total $1,899 $1,018 $929 $446 FYE December 31,FYE December 31,

Consolidated Financial Snapshot 27 ($Millions) LTM September 30, 2013 2014 2015 9/30/2015 9/30/2016 2016 Net Income (Loss): Investment $1,902 ($684) ($1,665) ($263) ($972) ($2,374) Automotive 263 (90) (352) - 103 (249) Energy 479 168 7 347 (588) (928) Metals (28) (25) (51) (22) (13) (42) Railcar 139 188 213 154 123 182 Gaming 19 269 38 33 (69) (64) Mining - - (195) (13) (21) (203) Food Packaging 43 9 (3) 2 8 3 Real Estate 17 22 61 55 13 19 Home Fashion (16) 2 (4) (3) (6) (7) Holding Company (374) (388) (176) (267) (234) (143) Net Income (Loss) $2,444 ($529) ($2,127) $23 ($1,656) ($3,806) Less: net (income) loss attrib. to NCI (1,419) 156 933 (90) 734 1,757 Net Income (Loss) attib. To IEP $1,025 ($373) ($1,194) ($67) ($922) ($2,049) Adjusted EBITDA: Investment $1,912 ($385) ($1,100) $150 ($788) ($2,038) Automotive 591 630 651 481 642 812 Energy 869 716 755 702 270 323 Metals (18) (15) (29) (18) (11) (22) Railcar 311 415 492 358 332 466 Gaming 66 99 140 111 109 138 Mining - - (9) (5) (3) (7) Food Packaging 67 66 59 45 39 53 Real Estate 46 46 45 32 29 42 Home Fashion 1 5 6 4 - 2 Holding Company (170) (155) (10) (50) 6 46 Consolidated Adjusted EBITDA $3,675 $1,422 $1,000 $1,810 $625 ($185) Less: Adjusted EBITDA attrib. to NCI (1,776) (404) (71) (642) 60 631 Adjusted EBITDA attrib. to IEP $1,899 $1,018 $929 $1,168 $685 $446 Capital Expenditures $1,161 $1,411 $1,359 $1,067 $615 $907 Nine Months Ended FYE December 31,

Strong Balance Sheet ($Millions) 28 InvestmentAutomotive Energy Metals Railcar Gaming Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated Assets                         Cash and cash equivalents $14 $375 $763 $5 $299 $290 $2 $47 $13 $2 $192 $2,002 Cash held at consolidated affiliated partnerships and restricted cash 615 4 - 5 44 13 - 2 2 5 2 692 Investments 9,317 275 - - 36 36 - - - - 323 9,987 Accounts receivable, net - 1,405 140 32 33 12 2 57 3 41 - 1,725 Inventories, net - 2,335 323 39 85 - 25 78 - 72 - 2,957 Property, plant and equipment, net - 3,383 3,392 103 2,767 821 144 150 607 76 3 11,446 Goodwill and intangible assets, net - 1,790 322 4 7 74 - 7 41 3 - 2,248 Other assets 977 503 91 14 77 230 23 85 18 6 4 2,028 Total Assets $10,923 $10,070 $5,031 $202 $3,348 $1,476 $196 $426 $684 $205 $524 $33,085 Liabilities and Equity Accounts payable, accrued expenses and other liabilities $774 $2,795 $1,445 $31 $360 $167 $38 $63 $15 $35 $149 $5,872 Securities sold, not yet purchased, at fair value 1,210 - - - - - - - - - - 1,210 Due to brokers 3,030 - - - - - - - - - - 3,030 Post-employment benefit liability - 1,142 - 2 8 - - 52 - - - 1,204 Debt - 3,338 1,167 - 2,343 287 56 265 25 1 5,489 12,971 Total liabilities 5,014 7,275 2,612 33 2,711 454 94 380 40 36 5,638 24,287 Equity attributable to Icahn Enterprises 1,825 2,457 1,054 169 424 750 79 31 644 169 (5,114) 2,488 Equity attributable to non-controlling interests 4,084 338 1,365 - 213 272 23 15 - - - 6,310 Total equity 5,909 2,795 2,419 169 637 1,022 102 46 644 169 (5,114) 8,798 Total liabilities and equity $10,923 $10,070 $5,031 $202 $3,348 $1,476 $196 $426 $684 $205 $524 $33,085 As of September 30, 2016

Appendix 29

 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 September 30, 2016  IEP has demonstrated a history of successfully acquiring undervalued assets and improving and enhancing their operations and fin ancial results  IEP’s record is based on a long - term horizon that can enhance business value and facilitate a profitable exit strategy ─ In 2006, IEP sold its oil and gas assets for $1.5 billion, resulting in a net pre - tax gain of $0.6 billion ─ In 2008, IEP sold its investment in American Casino & Entertainment Properties LLC for $1.2 billion, resulting in a pre - tax gain of $0.7 billion  Acquired partnership interest in Icahn Capital Management L.P . in 2007 ─ IEP and certain of Mr. Icahn's wholly owned affiliates are the sole investors in the Investment Funds  IEP also has grown the business through organic investment and through a series of bolt - on acquisitions ─ 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 September 30, 2016. As of December 31, 2007  Mkt. Cap: $9.1bn  Total Assets: $12.4bn Current (1)  Mkt. Cap: $8.7bn  Total Assets: $33.1bn 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 Year : 30 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 2016 2007 2008 2009 2010 2011 2012 American Railcar Leasing LLC 10/2/13: Acquired a 75% interest in ARL from companies wholly owned by Carl Icahn 2013 2014 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 Pep Boys 2/4/16: IEP acquired Pep Boys Trump Entertainment Resorts, Inc 2/26/16: IEP obtained control and began consolidating the results of Trump Entertainment Resorts, Inc., upon its emergence from bankruptcy

Highlights and Recent Developments  Future growth expected to be driven by changing diets of a growing middle class in emerging markets ─ In 2012, Viskase completed a new finishing center in the Philippines and expanded its capacity in Brazil ─ Majority of revenues from emerging markets  Developed markets remain a steady source of income ─ Distribution channels to certain customers spanning more than 50 years  Significant barriers to entry ─ Technically difficult chemical production process ─ Significant environmental and food safety regulatory requirements ─ Substantial capital cost Segment: Food Packaging Company Description  Viskase Companies, Inc (OTCPK:VKSC) is a worldwide leader in the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry  Leading worldwide manufacturer of non - edible cellulosic casings for small - diameter meats (hot dogs and sausages) ─ Leading manufacturer of non - edible fibrous casings for large - diameter meats (sausages, salami, hams and deli meats) Historical Segment Financial Summary 31 (1) Balance Sheet data as of the end of each resp ective fiscal period. Food Packaging Segment LTM September 30, ($ millions) 2013 2014 2015 2016 Select Income Statement Data: Total revenues $346 $346 $337 $330 Adjusted EBITDA 67 66 59 53 Net income 43 9 (3) 3 Adjusted EBITDA attrib. to IEP $50 $47 $43 $39 Net income attrib. to IEP 32 6 (3) 2 Select Balance Sheet Data (1) : Total assets $405 $436 $416 $426 Equity attributable to IEP 55 30 23 31 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 32 (1) Balance Sheet data as of the end of each respective fiscal period. Metals Segment LTM September 30, ($ millions) 2013 2014 2015 2016 Select Income Statement Data: Total revenues $929 $711 $365 $268 Adjusted EBITDA (18) (15) (29) (22) Net income (28) (25) (51) (42) Adjusted EBITDA attrib. to IEP ($18) ($15) ($29) ($22) Net income attrib. to IEP (28) (25) (51) (42) Select Balance Sheet Data (1) : Total assets $334 $315 $215 $202 Equity attributable to IEP 273 250 182 169 FYE December 31,

Highlights and Recent Developments  Business strategy is based on long - term investment outlook and operational expertise  Approximately $0.2 million gain from sale of land for the nine months ended September 30, 2016 and approximately $39 million gain from sale of 14 rental properties and Oak Harbor during the year ended December 31, 2015 Rental Real Estate Operations  Net lease portfolio overview ─ Single tenant (Over $100bn market cap, A - credit) for two large buildings with leases through 2020 – 2021 ─ 13 legacy properties with 2.9 million square feet: 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 239 and 1,128 units, respectively  Opportunistically acquired a Las Vegas casino development in 2009 for $150 million Club Operations  Club operations in New Seabury, Cape Cod and Grand Harbor, Vero Beach focus on operating golf club and related activities Segment: Real Estate Company Description  Consists of rental real estate, property development and associated club activities  Rental real estate consists primarily of retail, office and industrial properties leased to single corporate tenants  Property development and club operations are focused on the construction and sale of single and multi - family houses, lots in subdivisions and planned communities and raw land for residential development Historical Segment Financial Summary 33 (1) Balance Sheet data as of the end of each respective fiscal period. Real Estate Segment LTM September 30, ($ millions) 2013 2014 2015 2016 Select Income Statement Data: Total revenues $85 $101 $131 $96 Adjusted EBITDA 46 46 45 42 Net income 17 22 61 19 Adjusted EBITDA attrib. to IEP $46 $46 $45 $42 Net income attrib. to IEP 17 22 61 19 Select Balance Sheet Data (1) : Total assets $780 $745 $701 $684 Equity attributable to IEP 711 693 656 644 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 September 30, 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 , Viga Norte, Esperança , Serrinha and Santanense . ─ Mineral rights near Jacuípe in the State of Bahia, Brazil. Historical Segment Financial Summary 34 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) LTM September 30, 2016 ($ millions) Select Income Statement Data: Total Revenues $28 $53 Adjusted EBITDA (9) (7) Net income (195) (203) Adjusted EBITDA attrib. to IEP ($6) ($4) Net income attrib. to IEP (150) (156) Select Balance Sheet Data (1) : Total assets $203 $196 Equity attributable to IEP 95 79

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 ─ 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 35 (1) Balance Sheet data as of the end of each respective fiscal period. Home Fashion Segment LTM September 30, ($ millions) 2013 2014 2015 2016 Select Income Statement Data: Total revenues $187 $181 $194 $198 Adjusted EBITDA 1 5 6 2 Net income (16) 2 (4) (7) Adjusted EBITDA attrib. to IEP $1 $5 $6 $2 Net income attrib. to IEP (16) 2 (4) (7) Select Balance Sheet Data (1) : Total assets $222 $208 $206 $205 Equity attributable to IEP 191 180 176 169 FYE December 31,

EBITDA Reconciliation 36

EBITDA and Adjusted EBITDA Reconciliation 37 ($ Millions) Twelve Months Ended September 30, 2013 2014 2015 2015 2016 2016 (unaudited) Adjusted EBITDA attributable to Icahn Enterprises: Net income (loss) $1,025 ($373) ($1,194) ($67) ($922) ($2,049) Interest expense, net 464 614 762 563 468 667 Income tax expense (benefit) (170) (109) 14 133 61 (58) Depreciation, depletion and amortization 485 573 616 456 556 716 EBITDA attributable to Icahn Enterprises $1,804 $705 $198 $1,085 $163 ($724) Impairment of assets 14 72 544 8 429 965 Restructuring costs 41 67 80 47 24 57 Non-service cost of U.S. based pension 4 (6) 1 - 10 11 FIFO impact unfavorable (15) 94 35 20 (18) (3) OPEB curtailment gains (15) - - - - - Certain share-based compensation expense 20 8 11 7 - 4 Major scheduled turnaround expense - 5 62 13 20 69 Net loss on divestitures 46 - - - - - Expenses related to certain acquisitions - - 5 6 - (1) Net loss on extinguishment of debt - 152 1 1 1 1 Unrealized gain on certain derivatives (43) (41) 2 11 23 14 Tax credits - - - - - - Other 43 (38) (10) (30) 33 53 Adjusted EBITDA attributable to Icahn Enterprises $1,899 $1,018 $929 $1,168 $685 $446 Year Ended December 31, Nine Months Ended September 30, (unaudited) (unaudited)

Adjusted EBITDA Reconciliation by Segment – Nine Months Ended September 30, 2016 ($Millions) 38 Investment Automotive Energy Metals Railcar Gaming Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) ($972) $103 ($588) ($13) $123 ($69) ($21) $8 $13 ($6) ($234) ($1,656) Interest expense, net 184 116 56 - 64 9 4 10 1 - 215 659 Income tax expense (benefit) - 12 (17) (12) 42 24 2 5 - - 25 81 Depreciation, depletion and amortization - 337 191 17 103 53 3 15 15 5 - 739 EBITDA before non-controlling interests ($788) $568 ($358) ($8) $332 $17 ($12) $38 $29 ($1) $6 ($177) Impairment of assets - 4 574 - - 92 - - - - - 670 Restructuring costs - 28 - 1 - - - - - - - 29 Non-service cost of U.S. based pension - 9 - - - - - 4 - - - 13 FIFO impact unfavorable - - (30) - - - - - - - - (30) Major scheduled turnaround expense - - 38 - - - - - - - - 38 Net loss on extinguishment of debt - - 5 - - - - - - - - 5 Unrealized gain on certain derivatives - - 40 - - - - - - - - 40 Other - 33 1 (4) - - 9 (3) - 1 - 37 Adjusted EBITDA before non-controlling interests ($788) $642 $270 ($11) $332 $109 ($3) $39 $29 $0 $6 $625 Adjusted EBITDA attributable to IEP: Net income (loss) ($446) $85 ($329) ($13) $98 ($80) ($16) $6 $13 ($6) ($234) ($922) Interest expense, net 62 96 20 - 57 7 3 7 1 - 215 468 Income tax expense (benefit) - 6 (10) (12) 30 16 2 4 - - 25 61 Depreciation, depletion and amortization - 287 94 17 87 38 2 11 15 5 - 556 EBITDA attributable to Icahn Enterprises ($384) $474 ($225) ($8) $272 ($19) ($9) $28 $29 ($1) $6 $163 Impairment of assets - 3 334 - - 92 - - - - - 429 Restructuring costs - 23 - 1 - - - - - - - 24 Non-service cost of U.S. based pension - 7 - - - - - 3 - - - 10 FIFO impact unfavorable - - (18) - - - - - - - - (18) Major scheduled turnaround expense - - 20 - - - - - - - - 20 Net loss on extinguishment of debt - - 1 - - - - - - - - 1 Unrealized gain on certain derivatives - - 23 - - - - - - - - 23 Other - 30 1 (4) - - 7 (2) - 1 - 33 Adjusted EBITDA attributable to Icahn Enterprises ($384) $537 $136 ($11) $272 $73 ($2) $29 $29 $0 $6 $685

Adjusted EBITDA Reconciliation by Segment – Nine Months Ended September 30, 2015 ($Millions) 39 Investment Automotive Energy Metals Railcar Gaming Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) ($263) $0 $347 ($22) $154 $33 ($13) $2 $55 ($3) ($267) $23 Interest expense, net 412 103 35 - 59 8 - 9 2 - 214 842 Income tax expense (benefit) - 30 87 (17) 50 23 1 5 - - 5 184 Depreciation, depletion and amortization - 257 172 22 93 46 4 15 16 5 - 630 EBITDA before non-controlling interests $149 $390 $641 ($17) $356 $110 ($8) $31 $73 $2 ($48) $1,679 Impairment of assets - 10 - - - - - - - - - 10 Restructuring costs - 57 - - - - - - - - - 57 Non-service cost of U.S. based pension - (1) - - - - - 2 - - - 1 FIFO impact unfavorable - - 35 - - - - - - - - 35 Certain share-based compensation expense - (1) 9 - - - - - - - - 8 Major scheduled turnaround expense - - 24 - - - - - - - - 24 Expenses related to certain acquisitions - 7 - - - - - - - - - 7 Net loss on extinguishment of debt - - - - 2 - - - - - - 2 Unrealized gain on certain derivatives - - 18 - - - - - - - - 18 Other 1 19 (25) (1) - 1 3 12 (41) 2 (2) (31) Adjusted EBITDA before non-controlling interests $150 $481 $702 ($18) $358 $111 ($5) $45 $32 $4 ($50) $1,810 Adjusted EBITDA attributable to IEP: Net income (loss) ($119) ($4) $181 ($22) $98 $23 ($10) $1 $55 ($3) ($267) ($67) Interest expense, net 190 84 19 - 42 5 - 7 2 - 214 563 Income tax expense (benefit) - 24 75 (17) 25 16 1 4 - - 5 133 Depreciation, depletion and amortization - 211 94 22 63 31 3 11 16 5 - 456 EBITDA attributable to Icahn Enterprises $71 $315 $369 ($17) $228 $75 ($6) $23 $73 $2 ($48) $1,085 Impairment of assets - 8 - - - - - - - - - 8 Restructuring costs - 47 - - - - - - - - - 47 Non-service cost of U.S. based pension - (1) - - - - - 1 - - - 0 FIFO impact unfavorable - - 20 - - - - - - - - 20 Certain share-based compensation expense - (1) 8 - - - - - - - - 7 Major scheduled turnaround expense - - 13 - - - - - - - - 13 Expenses related to certain acquisitions - 6 - - - - - - - - - 6 Net loss on extinguishment of debt - - - - 1 - - - - - - 1 Unrealized gain on certain derivatives - - 11 - - - - - - - - 11 Other - 15 (15) (1) - 1 2 9 (41) 2 (2) (30) Adjusted EBITDA attributable to Icahn Enterprises $71 $389 $406 ($18) $229 $76 ($4) $33 $32 $4 ($50) $1,168

Adjusted EBITDA Reconciliation by Segment – LTM Ended September 30, 2016 ($Millions) 40 Investment Automotive Energy Metals Railcar Gaming Mining Food Packaging Real Estate Home Fashion Holding Company Consolidated Adjusted EBITDA: Net income (loss) ($2,374) ($249) ($928) ($42) $182 ($64) ($203) $3 $19 ($7) ($143) ($3,806) Interest expense, net 335 151 66 - 85 12 6 13 1 - 289 958 Income tax expense (benefit) - 32 (45) (27) 61 28 2 10 - - (96) (35) Depreciation, depletion and amortization - 426 248 24 137 70 7 19 20 7 - 958 EBITDA before non-controlling interests ($2,039) $360 ($659) ($45) $465 $46 ($188) $45 $40 $0 $50 ($1,925) Impairment of assets - 338 827 20 - 92 169 - 2 - - 1,448 Restructuring costs - 60 - 3 - - - 5 - 1 - 69 Non-service cost of U.S. based pension - 9 - - - - - 5 - - - 14 FIFO impact unfavorable - - (5) - - - - - - - - (5) Certain share-based compensation expense - - 4 - 1 - - - - - - 5 Major scheduled turnaround expense - - 123 - - - - - - - - 123 Expenses related to certain acquisitions - (1) - - - - - - - - - (1) Net loss on extinguishment of debt - - 5 - - - - - - - - 5 Unrealized gain on certain derivatives - - 24 - - - - - - - - 24 Other 1 46 4 - - - 12 (2) - 1 (4) 58 Adjusted EBITDA before non-controlling interests ($2,038) $812 $323 ($22) $466 $138 ($7) $53 $42 $2 $46 ($185) Adjusted EBITDA attributable to IEP: Net income (loss) ($1,087) ($210) ($485) ($42) $137 ($77) ($156) $2 $19 ($7) ($143) ($2,049) Interest expense, net 131 125 26 - 72 9 5 9 1 - 289 667 Income tax expense (benefit) - 28 (31) (27) 41 18 2 7 - - (96) (58) Depreciation, depletion and amortization - 361 125 24 110 50 5 14 20 7 - 716 EBITDA attributable to Icahn Enterprises ($956) $304 ($365) ($45) $360 $0 ($144) $32 $40 $0 $50 ($724) Impairment of assets - 277 444 20 - 92 130 - 2 - - 965 Restructuring costs - 49 - 3 - - - 4 - 1 - 57 Non-service cost of U.S. based pension - 7 - - - - - 4 - - - 11 FIFO impact unfavorable - - (3) - - - - - - - - (3) Certain share-based compensation expense - - 3 - 1 - - - - - - 4 Major scheduled turnaround expense - - 69 - - - - - - - - 69 Expenses related to certain acquisitions - (1) - - - - - - - - - (1) Net loss on extinguishment of debt - - 1 - - - - - - - - 1 Unrealized gain on certain derivatives - - 14 - - - - - - - - 14 Other 1 43 3 - - - 10 (1) - 1 (4) 53 Adjusted EBITDA attributable to Icahn Enterprises ($955) $679 $166 ($22) $361 $92 ($4) $39 $42 $2 $46 $446

Adjusted EBITDA Reconciliation by Segment – Year Ended December 31, 2015 ($Millions) 41 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 - 1 6 13 (41) 2 (6) (10) Adjusted EBITDA before non-controlling interests ($1,100) $651 $755 ($29) $492 $140 ($9) $59 $45 $6 ($10) $1,000 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 - 1 5 10 (41) 2 (6) (10) Adjusted EBITDA attributable to Icahn Enterprises ($500) $531 $436 ($29) $318 $95 ($6) $43 $45 $6 ($10) $929

Adjusted EBITDA Reconciliation by Segment – Year Ended December 31, 2014 ($Millions) 42 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 Major scheduled turnaround expense - - 7 - - - - - - - 7 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

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

EX-99.4

Exhibit 99.4

Icahn Enterprises L.P. Announces Rights Offering

(New York, New York, January 10, 2017) – Icahn Enterprises L.P. (NASDAQ: IEP) – Icahn Enterprises L.P. (“Icahn Enterprises”) announced today that the board of directors of its general partner approved a rights offering to raise proceeds of approximately $600 million. The purposes of the rights offering are: (i) to enhance Icahn Enterprises’ depositary unit holder equity; (ii) to endeavor to improve Icahn Enterprises’ credit ratings; and (iii) to raise equity capital to be used for general partnership purposes.

Pursuant to the rights offering, Icahn Enterprises will distribute freely-tradable rights pro rata to holders of record of Icahn Enterprises’ depositary units as of the close of business on the record date to be established for the rights offering. Each whole right will entitle the holder to acquire a newly-issued depositary unit of Icahn Enterprises for an exercise price to be established for the rights offering. In addition, holders of rights will be entitled to subscribe for additional depositary units that remain unsubscribed as a result of any unexercised subscription rights.

Carl C. Icahn, who beneficially owns approximately 89.89% of the company's outstanding depositary units, has informed the company that certain of his affiliates intend to exercise fully all basic subscription rights and over-subscription rights allocated to them in the rights offering.

The rights offering will be made pursuant to Icahn Enterprises’ effective shelf registration statement on Form S-3 (Reg. No. 333-213563) on file with the Securities and Exchange Commission (the “SEC”) that registers the depositary units and the rights, and a prospectus supplement to be filed with the SEC prior to the commencement of the rights offering. The prospectus supplement will contain important information about the rights offering and Icahn Enterprises, including the record date, the exercise price, the date of distribution of the rights and the expiration date of the rights offering. Holders of subscription rights are urged to read the prospectus supplement carefully, when available, copies of which will be filed with the SEC or may be available from the information agent for the rights offering, before exercising their rights and investing. There can be no assurance that the rights offering will be consummated or that Icahn Enterprises will receive the expected proceeds in the rights offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities. Any securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Icahn Enterprises L.P.

Icahn Enterprises L.P. (NASDAQ: IEP), a master limited partnership, is a diversified holding company engaged in ten primary business segments: Investment, Automotive, Energy, Metals, Railcar, Gaming, Mining, Food Packaging, Real Estate and Home Fashion.

Caution Concerning Forward-Looking Statements

This release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Icahn Enterprises L.P. and its subsidiaries. Among these risks and uncertainties are risks related to economic downturns, substantial competition and rising operating costs; risks related to our investment activities, including the nature of the investments made by the funds we manage, losses in the funds and loss of key employees; risks related to our automotive activities, including exposure to adverse conditions in the automotive industry, and risks related to operations in foreign countries; risks related to our energy business, including the volatility and availability of crude oil, other feed stocks and refined products, unfavorable refining margin (crack spread), interrupted access to pipelines, significant fluctuations in nitrogen fertilizer demand in the agricultural industry and seasonality of results; risk related to our gaming operations, including reductions in discretionary spending due to a downturn in the local, regional or national economy, intense competition in the gaming industry from present and emerging internet online markets and extensive regulation; risks related to our railcar activities, including reliance upon a small number of customers that represent a large percentage of revenues and backlog, the health of and prospects for the overall railcar industry and the cyclical nature of the railcar manufacturing business; risks related to our mining operations, including the volatility of the global price of iron ore and global demand levels for iron ore; risks related to our food packaging activities, including competition from better capitalized competitors, inability of its suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes in casings technology; risks related to our scrap metals activities, including potential environmental exposure; risks related to our real estate activities, including the extent of any tenant bankruptcies and insolvencies; risks related to our home fashion operations, including changes in the availability and price of raw materials, and changes in transportation costs and delivery times; and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission. Past performance in our Investment segment is not necessarily indicative of future performance. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

Contact:

Investor Contact:

SungHwan Cho

Chief Financial Officer

(212) 702-4300