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): May 7, 2019

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

N/A 

(Former Name or Former Address, if Changed Since Last Report)

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Depository Units	IEP	Nasdaq Global Select Market

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure

In connection with the offering described in Item 8.01 below, Icahn Enterprises L.P. (“Icahn Enterprises”) is making investor presentations to certain existing and potential investors. The investor presentation is attached hereto as Exhibit 99.1

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 8.01 Other Events

On May 7, 2019, Icahn Enterprises issued a press release announcing that it, together with Icahn Enterprises Finance Corp., intends to commence an offering of Senior Notes due 2026 (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 issued under an indenture to be dated the issue date of the Notes by and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National Association, as trustee. The proceeds from the Notes offering will be used for general limited partnership purposes, including the possible repayment of existing senior unsecured notes or to fund potential acquisitions. There can be no assurance that the issuance and sale of any debt securities of the Issuers will be consummated. A copy of the press release is attached hereto as Exhibit 99.2.

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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 – Investor Presentation.

99.2 – Press Release dated May 7, 2019 announcing the Notes 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:  May 7, 2019		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  May 7, 2019		By:	/s/ Peter Reck
			Peter Reck Chief Accounting Officer

EX-99.1

Exhibit 99.1

Icahn Enterprises L.P. Roadshow Presentation May 2019

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 , 2018 and our Quarterly Report on Form 10 - Q for the quarter ended March 31 , 2019 . 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 , 2018 and our Quarterly Report on Form 10 - Q for the quarter ended March 31 , 2019 . 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, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and Mining – Total equity market capitalization of approximately $14.2 (1) billion as of March 31, 2019 – The sales under the ATM offering (2) , if any, will strengthen its credit profile, expand its unitholder base and improve daily trading liquidity ; The proposed debt issuance will provide IEP with increased liquidity for general partnership purposes, including the possible repayment of the existing senior unsecured notes or to fund potential acquisitions (1) Based on closing stock price of $72.50 and approximately 195.3 million depositary and general partner equivalent units as of Mar ch 31, 2019. (2) On May 2, 2019, the Company entered into an open market sales agreement whereby the Company may issue and sell the Company’s dep ositary units having an aggregate offering amount of up to $400 million in sales proceeds. Sales made under the open market sales program, if any, will be made from time to time during the term of the prog ram ending on March 31, 2021, at such prices and times as the Company may agree with the agent. Sales under the open market sales program are made by the agent on a commercially reasonable efforts basis and no assu ran ce can be made that any or all amounts of depositary units will be sold by the Company. 6 Sources and Uses of Funds Sources of Funds Uses of Funds ($Millions) New Senior Unsecured Notes due 2026 $500 General Partnership Purposes $498 Estimated Fees & Expenses 2 Total Sources $500 Total Uses $500

Capitalization and Credit Statistics Key Points ; Strong pro forma financial metrics (1) : – Total consolidated liquidity of $9.0 billion – Indicative gross asset value to holding company net debt coverage of 3.9x ; Holding company cash and cash equivalents value of $3.0 billion (1) ; Affiliates of Carl Icahn owned 91.9% of IEP valued at $13.8 billion (2) as of May 6, 2019 (1) Pro - Forma as of March 31, 2019 to give effect to (i) the issuance of the New Senior Unsecured Notes due 2026 and (ii) the sale o f the maximum aggregate offering amount of $400 million in sales proceeds pursuant to the open market sales program announced on May 2, 2019. Sales made under the open market sales program, if any, will be made from time to time duri ng the term of the program ending on March 31, 2021, at such prices and times as the Company may agree with the agent. Sales under the open market sales program are made by the agent on a commercially reasonable efforts basis and no assu ran ce can be made that any or all amounts of depositary units will be sold by the Company. (2) Based on closing stock price of $76.44 as of May 6, 2019 and approximately 180.2 million depositary units owned by affiliate s o f Carl Icahn. (3) Debt is non - recourse to Icahn Enterprises. (4) Pro forma for the sale of depositary units for $400 million in sales proceeds pursuant to the open market sales program annou nce d on May 2, 2019. (5) Based on closing stock price of $72.50 and approximately 195.3 million depositary and general partner equivalent units outsta ndi ng as of March 31, 2019; pro forma for the sale of depositary units for $400 million in sales proceeds pursuant to the open market sales program announced on May 2, 2019. (6) Indicative gross asset value defined as market value of public subsidiaries, market value of the Holding Company interest in Fun ds and book value or market comparables of other assets. 7 March 31, 2019 ($Millions) Actual Pro Forma (1) Liquid Assets: Holding Company Cash & Cash Equivalents $2,139 $3,033 Holding Company Investment in Investment Funds 4,763 4,763 Holding Company Liquid Assets $6,902 $7,796 Subsidiaries Cash & Cash Equivalents 625 625 Total Liquid Assets $7,527 $8,421 Holding Company Debt: 6.000% Senior Unsecured Notes due 2020 $1,702 $1,702 5.875% Senior Unsecured Notes due 2022 1,344 1,344 6.250% Senior Unsecured Notes due 2022 1,213 1,213 6.750% Senior Unsecured Notes due 2024 498 498 6.375% Senior Unsecured Notes due 2025 748 748 New Senior Unsecured Notes due 2026 - 500 Holding Company Debt $5,505 $6,005 Subsidiary Debt (3) 1,887 1,887 Total Consolidated Debt (a) $7,392 $7,892 Non-controlling Interest (b) $5,813 $5,813 Unitholders' Book Equity (4) (c) 5,839 6,235 Total Book Capitalization (a) + (b) + (c) $19,044 $19,940 Unitholders' Market Equity (5) (d) 14,157 14,553 Total Capitalization (a) + (b) + (d) $27,362 $28,258 Supplemental Information: Indicative Gross Asset Value (excluding Holding Company Cash) (6) $11,555 $11,555 Indicative Gross Asset Value / Holding Company Net Debt 3.4x 3.9x Holding Company Liquid Assets / Holding Company Debt 1.3x 1.3x

Summary of Terms Issuers Icahn Enterprises L.P. and Icahn Enterprises Finance Corp. (“IEP” or the “Company”) Issue $500 million of Senior Notes Term 7 - Year Senior Notes due 2026 Optional Redemption Non - call 3 Placement Type 144A and Regulation S Private Placement with Registration Rights Use of Proceeds General limited partnership purposes, including the possible repayment of existing senior unsecured notes or to fund potential acquisitions 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 2025 Notes Sole Bookrunner Jefferies LLC 8

Company Overview

As of March 31, LTM Ended 2019 March 31, 2019 Net (Loss) Income Adj. EBITDA ($Millions) Assets Revenue Attrib. to IEP Attrib. to IEP Investment $9,514 ($259) ($137) ($119) Energy 4,688 7,083 254 500 Automotive 3,663 2,867 (238) (60) Food Packaging 552 380 (12) 44 Metals 241 441 (2) 18 Real Estate 492 208 109 41 Home Fashion 183 168 (10) (1) Mining 330 122 12 23 Railcar - - (4) (2) Holding Company 2,984 (361) (677) (402) Discontinued Operations - 4,799 1,686 - Total $22,647 $15,448 $981 $42 Overview of Icahn Enterprises ; Icahn Enterprises L.P. (NASDAQ: IEP) is a diversified holding company with operating segments in Investment, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and Mining ; IEP is majority owned and controlled by Carl Icahn – Over many years, Carl Icahn has contributed most of his businesses to and executed transactions primarily through IEP – As of March 31, 2019, Carl Icahn and his affiliates owned approximately 91.9% of IEP’s outstanding depositary units ; IEP benefits from cash flows from its subsidiaries: – CVR Energy: $3.00 per share annualized dividend – Recurring cash flows from the Real Estate segment ; IEP has daily liquidity through its ability to redeem its investment in the funds on a daily basis – As of March 31, 2019, the Holding Company had investments in the Investment Funds with a total fair market value of approximately $4.8 billion – Recent successful realizations have generated significant proceeds and further bolstered liquidity 10 (1) Investment segment total assets represents book value of equity. (2) Excludes discontinued operations. (2) (1)

Summary Corporate Organizational Chart 11 WestPoint Home LLC PSC Metals Inc. Icahn Enterprises G.P. Inc. Icahn Enterprises L.P. (NasdaqGS: IEP) Icahn Enterprises Holdings L.P. Icahn Capital LP Viskase Companies Inc. (OTCPK:VKSC) As of 3/31/2019, Icahn Enterprises had investments with a fair market value of approximately $4.8 billion in the Investment Funds One of the largest independent metal recycling companies in the US Provider of home textile products for nearly 200 years One of the worldwide leaders in cellulosic, fibrous and plastic casings for processed meat industry CVR Energy Inc. (NYSE: CVI) Independent refiner and marketer of transportation fuels Producer and distributer of nitrogen fertilizer products Ferrous Resources (1) Brazilian iron ore producer Icahn Automotive Group LLC Engaged in the distribution of automotive parts in the aftermarket as well as providing automotive services 1% 1% 99% LP Interest CVR Partners, LP (NYSE: UAN) 34% 100% 100% 100% 71% 77% 79% 100% AREP Real Estate Holdings, LLC Consists of rental commercial real estate, property development and associated resort activities 100% Note: Percentages denote equity ownership as of April 30, 2019. Excludes intermediary and pass through entities. (1) On December 5, 2018, the Company announced a definitive agreement to sell Ferrous Resources. The transaction is expected to c los e in 2019.

Deep Management Team Led by Carl Icahn 12 (2) ; 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. 14 17 SungHwan Cho Chief Financial Officer , Icahn Enterprises L.P. 13 21 Courtney Mather Portfolio Manager, Icahn Capital 5 19 Nick Graziano Portfolio Manager, Icahn Capital 3 23 Brett Icahn Consultant, Icahn Enterprises L.P. 13 13 Jesse Lynn General Counsel, Icahn Enterprises L.P. 15 23 Andrew Langham General Counsel, Icahn Enterprises L.P. 14 19 Michael Nevin Managing Director, Icahn Enterprises L.P. 4 10 Jonathan Frates Managing Director, Icahn Enterprises L.P. 4 10

Investment Highlights

Investment Highlights ; Diversified Holdings ; History of Successfully Monetizing Investments ; Exposure to Strong, Cyclical Trends and Economic Recovery ; Significant Asset Coverage ; Liquidity Serves as a Competitive Advantage 14 1 2 3 4 5

Diversified Holdings Asset Mix by Operating Segments for Icahn Enterprises (1)(2) : 41% 25% 22% 4% 4% 2% 1% 1% ; The Company is well diversified across various industries and sectors Note: As of March 31,2019. (1) Indicative gross asset valued defined as market value of public subsidiaries, market value of the holding company in interest in Funds and book value or market comparables of other assets. (2) Excludes other holding company net assets. (3) Energy includes CVR Energy. (4) Automotive includes Tenneco, Icahn Automotive Group and 767 Auto Leasing. (5) Mining includes Ferrous Resources. On December 5, 2018, the Company announced a definitive agreement to sell Ferrous Resource s. The transaction is expected to close in 2019. (6) Metals includes PSC Metals, Inc. (7) Food Packaging includes Viskase. (8) Home fashion includes WestPoint Home. 15 1 Investment Energy (3) Automotive (4) Real Estate Mining (5) Metals (6) Food Packaging (7) Home Fashion (8)

History of Successfully Monetizing Investments 16 4Q 2018 Dispositions Generated Cash Proceeds of $3.2 Billion ; Sold ARL during 2017 for $3.4 billion including assumption of debt, resulting in cash proceeds to IEP of $1.8 billion. IEP acquired ARL in 2013 for total consideration of approximately $772 million ; August 2017 sale of Las Vegas property for $600 million. IEP originally acquired the Fontainebleau for $148 million in February 2010 ; October 2018 sale of Federal - Mogul for $800 million cash consideration and 29.5 million shares of Tenneco (NYSE: TEN) common stock (currently valued at $21.27 per share as of 5/1/19) ; October 2018 sale of Tropicana Entertainment for aggregate consideration of approximately $1.8 billion. IEP portion of cash consideration received was approximately $1.5 billion ; December 2018 sale of American Railcar Industries, Inc. (‘‘ARI’’) for $1.75 billion including assumption of debt, resulting in cash proceeds to IEP of $831 million ; December 2018 agreement to sell majority owned subsidiary, Ferrous Resources Limited, Inc. for total consideration of approximately $550 million 2

Exposure to Strong, Cyclical Trends and Economic Recovery 17 ; 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 opport uni ties ─ Capitalize on attractive interest rate environment to pursue acquisitions and recognize meaningful synergies A Brazilian iron ore mining operation that supplies iron ore products to the global steel industry AREP Real Estate Holdings, LLC 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 Strategically located mid - continent petroleum refiner and nitrogen fertilizer producer generating record profitability Long - term real estate investment horizon with strong, steady cash flows Engaged in the distribution of automotive parts in the aftermarket as well as providing automotive services The Company’s diversification across multiple industries and geographies provides a natural hedge against cyclical and general economic swings (1) (1) On December 5, 2018, the Company announced a definitive agreement to sell Ferrous Resources. The transaction is expected to c los e in 2019. 3

Segment: Investment 18 Highlights and Recent Developments ; From inception in November 2004, the Funds’ gross return is approximately 124.1%, representing an annualized rate of return of approximately 5.8% through March 31, 2019 ; Long history of investing in public equity and debt securities and pursuing activist agenda ; Employs an activist strategy that seeks to unlock hidden value through various tactics ─ Financial / balance sheet restructurings (e.g., CIT Group, Apple) ─ Operational turnarounds (e.g., Motorola, Navistar) ─ Strategic initiatives (e.g. eBay / PayPal, Xerox / Conduent) ─ Corporate governance changes (e.g. Newell, Caesars, DELL Technologies) Segment 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 $4.8 billion as of March 31, 2019 ; IEP has daily liquidity through its ability to redeem its investment in the Investment Funds on a daily basis ; Significant Hedge: net short exposure of 43% as of 3/31/2019 Historical Segment Financial Summary Significant Holdings As of March 31, 2019 (1) Company Market Value ($mm) (2) %Ownership (3) $1,867 23.0% $1,618 27.8% $1,503 8.5% $750 10.2% $631 9.7% (1) Aggregate ownership held directly by the funds, as well as Carl Icahn and his affiliates. Based on most recent 13F Holdings Reports, 13D filings or other public filings. (2) Based on closing share price as of March 31, 2019. (3) Total economic ownership as a percentage of common shares issued and outstanding. 3 Investment FYE December 31, LTM/MRQ ($Millions) 2016 2017 2018 3/31/19 Select Income Statement Data: Total Revenue ($1,223) $297 $737 ($259) Adj. EBITDA (1,257) 284 725 (272) Net income (loss) (1,487) 118 679 (310) Adj. EBITDA attr. to IEP (528) 138 339 (119) Net income (loss) attr. to IEP (604) 80 319 (137) Select Balance Sheet Data: Equity attributable to IEP $1,669 $3,052 $5,066 $4,772 Total Equity 5,396 7,417 10,101 9,514

Segment: Energy 19 Segment Description ; CVR Energy, Inc. (NYSE: CVI) is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing business through its interests in CVR Refining, LP 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 Highlights and Recent Developments ; In January 2019, CVR Energy purchased the remaining common units of CVR Refining not already owned by CVR Energy for $241 million, excluding the amount paid to the Company ─ CVR Energy and its affiliates own 100% of CVR Refining’s outstanding common units ; CVR Energy Q1 2019 Highlights ─ Announced Q1 2019 cash dividend of $0.75 per share ; Petroleum Q1 2019 Results ─ Q1 2019 total throughput was approximately 213k bpd ─ Adjusted EBITDA of $209 million compared to $192 million in Q1 2018 (1) ; Nitrogen Q1 2019 Results ─ Adjusted EBITDA of $26 million compared to $13 million in Q1 2018 ─ Consolidated average realized plant gate prices for UAN in Q1 2019 was $222 per ton, compared to $153 per ton in Q1 2018 ─ Announced Q1 cash distribution of $0.07 per unit Historical Segment Financial Summary Petroleum ; Strategic locations and complex refineries allows CVR to benefit from access to price advantaged crude oil ─ Approximately 221,000 bpcd of crude processing ─ Access to quality and price advantaged crude – 100% of crude purchased is WTI based Fertilizer ; CVR Partners acquired an additional fertilizer plant in April 2016, giving it geographic and feed stock diversity ─ Large geographic footprint serving the Southern Plains and Corn Belt region ─ 2018 UAN summer fill prices improved $30 to $40 per ton over last year (1) Refer to CVI 8 - K filed April 24, 2019 for the Adjusted EBITDA reconciliations . 3 Energy FYE December 31, LTM ($Millions) 2016 2017 2018 3/31/19 Select Income Statement Data: Net sales $4,782 $5,988 $7,124 $7,073 Adj. EBITDA 311 406 825 850 Net (loss) income (604) 275 379 388 Adj. EBITDA attr. to IEP 156 216 464 500 Net income (loss) attr. to IEP (327) 229 238 254

Segment: Automotive 20 Segment Description ; The Company conducts the Automotive segment through the wholly owned subsidiary Icahn Automotive Group LLC (“Icahn Automotive”) ; Icahn Automotive is engaged in the retail and wholesale distribution of automotive parts in the aftermarket as well as providing automotive repair and maintenance services to its customers Highlights and Recent Developments ; Icahn Automotive is in the process of implementing a multi - year transformation plan, which includes the integration and restructuring of the operations of its businesses. Priorities include: ─ Positioning the service business to take advantage of opportunities in the do - it - for - me market and vehicle fleets ─ Optimizing the value of the commercial parts distribution business in high volume markets ─ Improving inventory management across Icahn Automotive’s parts and tire distribution network ─ Optimizing the store and warehouse footprint through openings, closings, consolidations and conversions by market ─ Digital initiatives including a new e - commerce platform and enhanced e - fulfillment capabilities ─ Investment in customer experience initiatives such as enhanced customer loyalty programs and selective upgrades in facilities ─ Investment in employees with focus on training and career development investments ─ Business process improvements, including investments in supply chain and information technology capabilities ; Q1 2019 Adjusted EBITDA was a loss of $22 million compared to a loss of $10 million in Q1 2018 ─ Elevated expense related to transformation plan and investments in commercial parts business ; In October 2018, IEP sold Federal - Mogul, which was previously reported in the Automotive segment. IEP is reporting Federal - Mogul’s results in discontinued operations Historical Segment Financial Summary 3 Automotive FYE December 31, LTM ($Millions) 2016 2017 2018 3/31/19 Select Income Statement Data: Net sales & other revenues $2,501 $2,723 $2,858 $2,865 Adj. EBITDA 108 3 (48) (60) Net (loss) income 19 (51) (230) (238) Adj. EBITDA attr. to IEP 108 3 (48) (60) Net income (loss) attr. to IEP 19 (51) (230) (238)

Segment: Food Packaging 21 Segment 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 casing 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) Highlights and Recent Developments ; Future growth expected to be driven by changing diets of a growing middle class in emerging markets ─ Majority of revenues from emerging markets ─ Acquired a plastic casing manufacturer in Poland in December 2016 and a fibrous casing manufacturer in January 2017 ; 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 costs ; Rights offering completed in January 2018 raising $50 million Q1 Highlights ; Q1 2019 net sales decreased by $2 million as compared to the corresponding prior year period ; Consolidated adjusted EBITDA of $11 million for Q1 2019, compared to $11 million in Q1 2018 ; Viskase’s cash balance as of March 31, 2019 was $33 million Historical Segment Financial Summary 3 Food Packaging FYE December 31, LTM ($Millions) 2016 2017 2018 3/31/19 Select Income Statement Data: Net sales $329 $392 $395 $393 Adj. EBITDA 55 62 54 54 Net (loss) income 8 (6) (15) (17) Adj. EBITDA attr. to IEP 40 45 43 44 Net income (loss) attr. to IEP 6 (5) (12) (12)

Segment: Metals 22 Segment 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) Highlights and Recent Developments ; Increasing global demand for steel and other metals drives demand for U.S. scrap ; 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 are 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 Q1 Highlights ; Q1 2019 net sales decreased by $25 million compared to the comparable prior year period primarily due to lower shipment volumes and lower average selling prices for most grades of metal, particularly non - ferrous residue material ; Adjusted EBITDA was $2 million in Q1 2019 compared to $8 million in Q1 2018 ; Committed to improving buying practices to improve materials margins Historical Segment Financial Summary 3 Metals FYE December 31, LTM ($Millions) 2016 2017 2018 3/31/19 Select Income Statement Data: Net sales $267 $409 $466 $441 Adj. EBITDA (15) 20 24 18 Net (loss) income (20) (44) 5 (2) Adj. EBITDA attr. to IEP (15) 20 24 18 Net income (loss) attr. to IEP (20) (44) 5 (2)

Historical Segment Financial Summary Real Estate FYE December 31, LTM ($Millions) 2016 2017 2018 3/31/19 Select Income Statement Data: Net sales & other revenue $88 $87 $106 $105 Adj. EBITDA 35 40 48 41 Net (loss) income 5 549 112 109 Adj. EBITDA attr. to IEP 35 40 48 41 Net income (loss) attr. to IEP 5 549 112 109 Segment: Real Estate 23 Segment Description ; Consists of rental real estate, property development and club operations ; Rental real estate consists primarily of retail, office and industrial properties leased to single corporate tenants ; Property development is focused on the construction and sale of single and multi - family houses, lots in subdivisions and planned communities and raw land for residential development ; Club operations focus on operating golf club and related activities Highlights and Recent Developments ; Business strategy is based on long - term investment outlook and operational expertise Rental Real Estate Operations ; Net lease portfolio overview ─ Single tenant (over $100 billion market cap, A - credit) for one large building with a lease through 2021. Currently converting to multi - tenant ─ Six legacy properties (30% office, 36% industrial, 33% retail) ; Maximize value of commercial lease portfolio through effective management of existing properties ─ Seek to sell assets on opportunistic basis ; During 2018, the Real Estate segment sold two commercial rental properties for aggregate proceeds of $179 million, resulting in aggregate pretax gain on disposition of assets of $89 million Property Development & Club Operations ; New Seabury in Cape Cod, Massachusetts and Grand Harbor in Vero Beach, Florida include land for future residential development of approximately 219 and 1,114 units, respectively ; Club operations in New Seabury, Cape Cod and Grand Harbor, Vero Beach focus on operating golf club and related activities ; Includes hotel, timeshare and casino resort property in Aruba and Plaza Hotel and Casino in Atlantic City, NJ AREP Real Estate Holdings, LLC 3 (1) (1) (1) Excludes results from timeshare and casino resort property in Aruba .

Segment: Home Fashion 24 Segment 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 ; WestPoint Home also licenses brands such as IZOD, Under the Canopy, Southern Tide and Hanes Highlights and Recent Developments ; One of the largest providers of home textile goods in the United States ; Transitioned majority of manufacturing to low cost plants overseas ; Streamlined merchandising, sales and customer service divisions ; Focus on core profitable customers and product lines ─ WPH has implemented a more customer - focused organizational structure with the intent of expanding key customer relationships and rebuilding the company’s sales backlog ─ Realizing success placing new brands with top retailers ─ Continued strength with institutional customers ─ Launched direct to consumer e - commerce site www.gryphonhome.com Q1 Highlights ; Q1 2019 net sales decreased by $3 million compared to the comparably prior year period due to lower sales volumes ; Adjusted EBITDA was a loss of $2 million for Q1 2019, compared to a loss of $1 million for Q1 2018 ; Streamlined merchandising, sales and customer service divisions ; Focus on core profitable customers and product lines Historical Segment Financial Summary 3 Home Fashion FYE December 31, LTM ($Millions) 2016 2017 2018 3/31/19 Select Income Statement Data: Net sales $195 $183 $171 $168 Adj. EBITDA (1) (9) - (1) Net (loss) income (12) (20) (11) (10) Adj. EBITDA attr. to IEP (1) (9) - (1) Net income (loss) attr. to IEP (12) (20) (11) (10)

Segment: Mining 25 Segment Description ; Ferrous Resources has certain rights to 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 Highlights and Recent Developments ; Mining segment has been concentrating on sales in Brazil, where the best margins are being captured ─ Lower discounts on impurities have been offset by higher ocean freight rates ─ Continued investment in processing plants to produce higher quality iron ore product that currently sells at significant premium ; In Q1 2019, Consolidated adjusted EBITDA was $11 million compared to $1 million in Q1 2018 ; On December 5, 2018, IEP announced a definitive agreement to sell Ferrous Resources for total consideration of $550 million. The transaction is expected to close in 2019 Historical Segment Financial Summary 3 Mining FYE December 31, LTM ($Millions) 2016 2017 2018 3/31/19 Select Income Statement Data: Net sales $71 $94 $103 $118 Adj. EBITDA 2 22 20 30 Net (loss) income (24) 10 1 13 Adj. EBITDA attr. to IEP 1 17 16 23 Net income (loss) attr. to IEP (19) 9 3 12

Significant Asset Coverage 26 ; Significant Valuation demonstrated by market value of IEP’s public subsidiaries and Holding Company interest in Funds and boo k v alue or market comparables of other assets Note: Indicative net asset value does not purport to reflect a valuation of IEP. The calculated Indicative net asset value in clu des the book value for the Company’s Investment Segment, which includes the fair market value of the Company’s investment in the Investment Funds. A valuation is a subjective exercise and Indicative net asset value does not necessarily consider all eleme nts or consider in the adequate proportion the elements that could affect the valuation of IEP. Investors may reasonably differ o n what such elements are and their impact on IEP. No representation or assurance, express or implied is made as to the accuracy and corre ctn ess of indicative net asset value as of these dates or with respect to any future indicative or prospective results which may va ry. (1) Represents equity attributable to the Company as of each respective date. (2) Based on closing share price on each date (or if such date was not a trading day, the immediately preceding trading day) and the number of shares owned by the Holding Company as of each respective date. (3) Amounts based on market comparables due to lack of material trading volume, valued at 9.0x Adjusted EBITDA for the twelve mon ths ended March 31, 2018 and June 30, 2018. September 30, 2018 value is pro - forma the announced sale of Tropicana. (4) Amounts based on market comparables due to lack of material trading volume, valued at 9.0x Adjusted EBITDA for the twelve mon ths ended December 31, 2017, March 31, 2018, June 30, 2018, September 30, 2018, December 31, 2018 and March 31, 2019. (5) December 31, 2017 based on the value of IEP's tender offer during Q1 2017. March 31, 2018, June 30, 2018 and September 30, 20 18 value is pro - forma the announced sale to Tenneco Inc. (6) Represents the option purchase price of the remaining cars not sold in the initial ARL sale, plus working capital as of that dat e. (7) Represents equity attributable to the Company as of each respective date, except for December 31, 2018 and March 31, 2019 whi ch represents the estimated proceeds based on the sale agreement signed during December 2018. (8) Holding Company’s balance as of each respective date. For March 31, 2018, the distribution payable was adjusted to $24 millio n, which represents the actual distribution paid subsequent to March 31, 2018. For March 31, 2019, the distribution payable was adjusted to $27 million, which represents the actual distribution paid subsequent to March 21, 2019. (9) Holding Company’s balance as of each respective date. 4 Actuals as of: ($Millions) 12/31/2017 3/31/2018 6/30/2018 9/30/2018 12/31/2018 3/31/2019 Market-valued Subsidiaries and Investments: Holding Company interest in Investment Funds (1) $3,052 $3,214 $3,354 $3,003 $5,066 $4,772 CVR Energy (2) 2,651 2,152 2,634 2,864 2,455 2,933 CVR Refining - direct holding (2) 95 75 129 113 60 - American Railcar Industries (2) 494 444 469 547 - - Tenneco Inc. (2) - - - - 806 652 Total market-valued subsidiaries and investments $6,293 $5,885 $6,585 $6,527 $8,387 $8,357 Other Subsidiaries: Tropicana (3) $1,439 $1,510 $1,509 $1,566 - - Viskase (4) 173 209 198 185 147 141 Federal-Mogul (5) 1,690 2,414 2,094 2,041 - - Real-Estate Holdings (1) 846 841 843 915 465 444 PSC Metals (1) 182 185 177 179 177 174 WestPoint Home (1) 144 139 137 134 133 129 ARL (6) 18 3 1 - - - Ferrous Resources (7) 138 143 154 166 423 428 Icahn Automotive Group (1) 1,728 1,853 1,877 1,891 1,747 1,832 Total other subsidiaries $6,359 $7,297 $6,990 $7,077 $3,092 $3,148 Add: Other Holding Company net assets (8) 189 226 273 448 344 50 Indicative Gross Asset Value $12,841 $13,408 $13,848 $14,052 $11,823 $11,555 Add: Holding Company cash and cash equivalents (9) $526 $199 $79 $97 $1,834 $2,139 Less: Holding Company debt (9) (5,507) (5,506) (5,505) (5,505) (5,505) (5,505) Indicative Net Asset Value $7,860 $8,101 $8,422 $8,644 $8,152 $8,189

As of: Pro Forma ($Millions) 3/31/2019 3/31/2019 Liquid Assets: Holding Company Cash & Cash Equivalents $2,139 $3,033 Holding Company Investment in Investment Funds 4,763 4,763 Subsidiaries Cash & Cash Equivalents 625 625 Total $7,527 $8,421 Subsidiary Revolver Availability: Energy $443 $443 Automotive 90 90 Food Packaging 7 7 Metals 51 51 Home Fashion 18 18 Railcar - - Total: $609 $609 Total Liquidity: $8,136 $9,030 Liquidity Serves as a Competitive Advantage 27 ; Our operating subsidiaries and the Holding Company maintain ample liquidity to take advantage of attractive opportunities for th eir respective businesses – Recent successful realizations have generated significant proceeds and further bolstered liquidity 5 Note: As of March 31,2019. (1) Gives effect to ( i ) the issuance of the Notes and (ii) the sale of the maximum aggregate offering amount of $400 million in sales proceeds purs uan t to the open market sales program announced on May 2, 2019. Sales made under the open market sales program, if any, will be made from time to time during the term of the program ending on March 31, 2021, at such pr ices and times as the Company may agree with the agent. Sales under the open market sales program are made by the agent on a commercially reasonable efforts basis and no assurance can be made that any or all amounts of depositary un its will be sold by the Company. (1)

Financial Performance

Financial Performance Net Income (Loss) Attributable to Icahn Enterprises Adjusted EBITDA Attributable to Icahn Enterprises 29 ($Millions) $61 $642 $561 $42 2016 2017 2018 LTM 3/31/19 ($1,128) $2,430 $1,507 $981 2016 2017 2018 LTM 3/31/19 FYE December 31, LTM 2016 2017 2018 3/31/19 Adjusted EBITDA Attr. to Icahn Enterprises Investment ($528) $138 $339 ($119) Energy 156 216 464 500 Automotive 108 3 (48) (60) Food Packaging 40 45 43 44 Metals (15) 20 24 18 Real Estate 35 40 48 41 Home Fashion (1) (9) - (1) Mining 1 17 16 23 Railcar 266 136 (2) (2) Holding Company (1) 36 (323) (402) Consolidated $61 $642 $561 $42 FYE December 31, LTM 2016 2017 2018 3/31/19 Net Income (Loss) Attr. to Icahn Enterprises Investment ($604) $80 $319 ($137) Energy (327) 229 238 254 Automotive 19 (51) (230) (238) Food Packaging 6 (5) (12) (12) Metals (20) (44) 5 (2) Real Estate 5 549 112 109 Home Fashion (12) (20) (11) (10) Mining (19) 9 3 12 Railcar 112 1,171 1 (4) Holding Company (287) 355 (638) (677) Discontinued Operations (1) 157 1,720 1,686 Consolidated ($1,128) $2,430 $1,507 $981

Balance Sheet 30 Period Ended March 31, 2019 Food Real Home Holding ($Millions) Investment Energy Automotive Packaging Metals Estate Fashion Mining Company Consolidated Assets Cash and cash equivalents $7 $467 $65 $33 $11 $41 $1 - $2,139 $2,764 Cash at affilated partnerships & restricted cash 2,286 - - 1 1 2 2 - 7 2,299 Investments 7,130 83 86 - - 15 - - 789 8,103 Accounts receivable, net - 193 168 76 49 3 28 - - 517 Inventories, net - 403 1,233 103 40 - 73 - - 1,852 Property, plant and equipment, net - 3,004 951 168 115 376 68 - - 4,682 Goodwill and intangible assets, net - 273 391 32 2 21 - - - 719 Assets held for sale - 33 - - 1 - - 330 - 364 Other assets 1,268 232 769 139 22 34 11 - 49 2,524 Total assets $10,691 $4,688 $3,663 $552 $241 $492 $183 $330 $2,984 $23,824 Liabilities & Equity Accounts payable, accrued expenses & other liabilities $730 $1,171 $1,426 $212 $66 $46 $42 - $504 $4,197 Securities sold, not yet purchased, at fair value 447 - - - - - - - - 447 Due to brokers - - - - - - - - - - Liabilities held for sale - - - - - - - 136 - 136 Debt - 1,196 405 271 1 2 12 - 5,505 7,392 Total liabilities $1,177 $2,367 $1,831 $483 $67 $48 $54 $136 $6,009 $12,172 Equity attributable to Icahn Enterprises 4,772 1,290 1,832 52 174 444 129 171 (3,025) 5,839 Equity attributable to non-controlling interests 4,742 1,031 - 17 - - - 23 - 5,813 Total equity $9,514 $2,321 $1,832 $69 $174 $444 $129 $194 ($3,025) $11,652 Total liabilities and equity $10,691 $4,688 $3,663 $552 $241 $492 $183 $330 $2,984 $23,824

Appendix 31

Evolution of Icahn Enterprises ; IEP began as American Real Estate Partners, which was founded in 1987, and has grown its diversified portfolio to eight opera tin g segments and approximately $24 billion of assets as of March 31, 2019 ; 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 for continued operations and/or facilitate a profit able exit strategy – In 2017, IEP sold American Railcar Leasing for $3.4 billion, resulting in a pre - tax gain of $1. 7 billion – In 2018, IEP sold Federal - Mogul for $5.1 billion, resulting in a pre - tax gain of $251 million, Tropicana for $1.5 billion, resul ting in a pre - tax gain of $779 million and ARI for $1.75 billion, resulting in a pre - tax gain of $400 million. IEP announced the sale of Ferrous for ag gregate consideration of $550 million ; Acquired partnership interest in Icahn Capital Management L.P. in 2007 – IEP and certain of Mr. lcahn'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 32 Timeline of Recent Acquisitions and Exits As of December 31, 2008 ; Mkt. Cap: $1.9bn ; Total Assets: $18.8bn Current (1) ; Mkt. Cap: $14.2bn ; Total Assets: $23.8bn American Railcar Industries 1/15/10: 54.4% of ARl's shares outstanding were contributed by Carl Icahn in exchange for IEP depositary units 2009 2010 2018 2016 2017 2015 2014 2013 2012 2011 CVR Refining & CVR Partners 2013: CVR Refining completed IPO and secondary offering. CVR Partners completed a secondary offering IEH Auto Parts Holding 6/1/15: Acquired substantially all of the auto part assets in the U.S. of UniSelect Inc. American Railcar Leasing 2017: Sale of ARL for $3.4 billion enterprise value and a pretax gain of $1.7 billion Federal - Mogul & Tropicana 10/1/18: Sold Federal - Mogul for $5.1 billion and Tropicana for $1.5 billion Year: American Railcar Leasing 10/2/13: Acquired 75% of ARL from companies wholly owned by Carl Icahn Ferrous Resources 6/8/15: IEP acquired a controlling interest in Ferrous Resources Pep Boys 2/4/16: IEP acquired Pep Boys American Railcar Industries & Ferrous 12/5/18: Sold American Railcar Industries for $1.75 billion enterprise value. Announced definitive agreement to sell Ferrous for $550 million Viskase’s 1/15/10: 71.4% of Viskase’s shares outstanding were contributed by Carl Icahn in exchange for IEP depositary units 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 5/4/12: Acquired a majority interest in CVR via a tender offer to purchase all outstanding shares of CVR (1) Based on closing stock price of $72.50 and approximately 195.3 million depositary and general partner equivalent units as of Mar ch 31, 2019. Balance sheet data as of March 31, 2019.

EBITDA Reconciliation 33

Adj. EBITDA Reconciliation by Segment – Twelve Months Ended March 31, 2019 34 Twelve Months Ended March 31, 2019 Food Real Home Holding ($Millions) Investment Energy Automotive Packaging Metals Estate Fashion Mining Railcar Company Consolidated Adjusted EBITDA Net income (loss) ($310) $388 ($238) ($17) ($2) $109 ($10) $13 ($4) ($678) ($749) Interest expense, net 38 101 18 15 - - 1 1 - 316 490 Income tax (benefit) expense - 73 (49) (6) 1 5 - 2 2 (43) (15) Depreciation, depletion and amortization - 278 92 25 17 18 8 4 - - 442 EBITDA before non-controlling interests ($272) $840 ($177) $17 $16 $132 ($1) $20 ($2) ($405) $168 Impairment - - 90 - 1 - 1 - - - 92 Restructuring - - 5 16 - - - - - - 21 Non-service cost of U.S. based pension - - - (1) - - - - - - (1) Major scheduled turnaround expense - 10 - - - - - - - - 10 Loss (gain) on disposition of assets - - 3 - - (89) - 3 (1) - (84) Unrealized loss on certain derivatives - - - - - - - - - - - Tax settlements - - - - - - - - - - - Other - - 19 22 1 (2) (1) 7 1 3 50 Adj. EBITDA before non-controlling interests ($272) $850 ($60) $54 $18 $41 ($1) $30 ($2) ($402) $256 Adjusted EBITDA attributable to IEP Net income (loss) ($137) $254 ($238) ($12) ($2) $109 ($10) $12 ($4) ($677) ($705) Interest expense, net 18 41 18 11 - - 1 1 - 316 406 Income tax (benefit) expense - 58 (49) (4) 1 5 - 2 2 (44) (29) Depreciation, depletion and amortization - 142 92 21 17 18 8 2 - - 300 EBITDA attributable to IEP ($119) $495 ($177) $16 $16 $132 ($1) $17 ($2) ($405) ($28) Impairment - - 90 - 1 - 1 - - - 92 Restructuring - - 5 12 - - - - - - 17 Non-service cost of U.S. based pension - - - (1) - - - - - - (1) Major scheduled turnaround expense - 5 - - - - - - - - 5 Loss (gain) on disposition of assets - - 3 - - (89) - 2 (1) - (85) Unrealized loss on certain derivatives - - - - - - - - - - - Tax settlements - - - - - - - - - - - Other - - 19 17 1 (2) (1) 4 1 3 42 Adjusted EBITDA attributable to IEP ($119) $500 ($60) $44 $18 $41 ($1) $23 ($2) ($402) $42

Adj. EBITDA Reconciliation by Segment – Fiscal Year Ended December 31, 2018 35 Year Ended December 31, 2018 Food Real Home Holding ($Millions) Investment Energy Automotive Packaging Metals Estate Fashion Mining Railcar Company Consolidated Adjusted EBITDA Net income (loss) $679 $379 ($230) ($15) $5 $112 ($11) $1 $1 ($639) $282 Interest expense, net 46 102 16 15 - 1 1 2 - 328 511 Income tax (benefit) expense - 56 (52) (4) 1 5 - 2 2 (14) (4) Depreciation, depletion and amortization - 278 92 26 18 19 8 6 - - 447 EBITDA before non-controlling interests $725 $815 ($174) $22 $24 $137 ($2) $11 $3 ($325) $1,236 Impairment - - 90 - 1 - 1 - - - 92 Restructuring - - 5 9 - - 2 - - - 16 Non-service cost of U.S. based pension - - - 6 - - - - - - 6 Major scheduled turnaround expense - 10 - - - - - - - - 10 Loss (gain) on disposition of assets - - 1 - - (89) - 3 (5) - (90) Unrealized loss on certain derivatives - - - - - - - - - - - Tax settlements - - - - - - - - - - - Other - - 30 17 (1) - (1) 6 - 2 53 Adj. EBITDA before non-controlling interests $725 $825 ($48) $54 $24 $48 - $20 ($2) ($323) $1,323 Adjusted EBITDA attributable to IEP Net income (loss) $319 $238 ($230) ($12) $5 $112 ($11) $3 $1 ($638) ($213) Interest expense, net 20 40 16 11 - 1 1 2 - 328 419 Income tax (benefit) expense - 46 (52) (3) 1 5 - 2 2 (15) (14) Depreciation, depletion and amortization - 135 92 22 18 19 8 3 - - 297 EBITDA attributable to IEP $339 $459 ($174) $18 $24 $137 ($2) $10 $3 ($325) $489 Impairment - - 90 - 1 - 1 - - - 92 Restructuring - - 5 7 - - 2 - - - 14 Non-service cost of U.S. based pension - - - 4 - - - - - - 4 Major scheduled turnaround expense - 5 - - - - - - - - 5 Loss (gain) on disposition of assets - - 1 - - (89) - 2 (5) - (91) Unrealized loss on certain derivatives - - - - - - - - - - - Tax settlements - - - - - - - - - - - Other - - 30 14 (1) - (1) 4 - 2 48 Adjusted EBITDA attributable to IEP $339 $464 ($48) $43 $24 $48 - $16 ($2) ($323) $561

Adj. EBITDA Reconciliation by Segment – Fiscal Year Ended December 31, 2017 36 Year Ended December 31, 2017 Food Real Home Holding ($Millions) Investment Energy Automotive Packaging Metals Estate Fashion Mining Railcar Company Consolidated Adjusted EBITDA Net income (loss) $118 $275 ($51) ($6) ($44) $549 ($20) $10 $1,171 $355 $2,357 Interest expense, net 166 109 13 13 - 2 - 5 23 319 650 Income tax (benefit) expense - (338) (146) 21 43 - - 3 531 (643) (529) Depreciation, depletion and amortization - 278 111 25 20 20 8 5 7 - 474 EBITDA before non-controlling interests $284 $324 ($73) $53 $19 $571 ($12) $23 $1,732 $31 $2,952 Impairment - - 15 1 - 2 1 - 68 - 87 Restructuring - - - 2 1 - 1 - - - 4 Non-service cost of U.S. based pension - - - 4 - - - - - - 4 Major scheduled turnaround expense - 83 - - - - - - - - 83 Loss (gain) on disposition of assets - - (5) - - (496) - - (1,664) (1) (2,166) Unrealized loss on certain derivatives - - - - - - - - - - - Tax settlements - - - - - (38) - - - - (38) Other - (1) 66 2 - 1 1 (1) - 6 74 Adj. EBITDA before non-controlling interests $284 $406 $3 $62 $20 $40 ($9) $22 $136 $36 $1,000 Adjusted EBITDA attributable to IEP Net income (loss) $80 $229 ($51) ($5) ($44) $549 ($20) $9 $1,171 $355 $2,273 Interest expense, net 58 44 13 9 - 2 - 4 23 319 472 Income tax (benefit) expense - (238) (146) 16 43 - - 2 531 (643) (435) Depreciation, depletion and amortization - 133 111 18 20 20 8 2 7 - 319 EBITDA attributable to IEP $138 $168 ($73) $38 $19 $571 ($12) $17 $1,732 $31 $2,629 Impairment - - 15 1 - 2 1 - 68 - 87 Restructuring - - - 1 1 - 1 - - - 3 Non-service cost of U.S. based pension - - - 3 - - - - - - 3 Major scheduled turnaround expense - 49 - - - - - - - - 49 Loss (gain) on disposition of assets - - (5) - - (496) - - (1,664) (1) (2,166) Unrealized loss on certain derivatives - - - - - - - - - - - Tax settlements - - - - - (38) - - - - (38) Other - (1) 66 2 - 1 1 - - 6 75 Adjusted EBITDA attributable to IEP $138 $216 $3 $45 $20 $40 ($9) $17 $136 $36 $642

Adj. EBITDA Reconciliation by Segment – Fiscal Year Ended December 31, 2016 37 Year Ended December 31, 2016 Food Real Home Holding ($Millions) Investment Energy Automotive Packaging Metals Estate Fashion Mining Railcar Company Consolidated Adjusted EBITDA Net income (loss) ($1,487) ($604) $19 $8 ($20) $5 ($12) ($24) $117 ($287) ($2,285) Interest expense, net 230 82 7 12 - 2 - 5 62 288 688 Income tax (benefit) expense - (45) (32) 8 (16) - - 2 - (5) (88) Depreciation, depletion and amortization - 258 98 20 22 22 8 6 92 - 526 EBITDA before non-controlling interests ($1,257) ($309) $92 $48 ($14) $29 ($4) ($11) $271 ($4) ($1,159) Impairment - 574 1 - 1 5 2 - - 3 586 Restructuring - - - 3 2 - - - - - 5 Non-service cost of U.S. based pension - - - 5 - - - - - - 5 Major scheduled turnaround expense - 38 - - - - - - - - 38 Loss (gain) on disposition of assets - - (1) - (1) (1) - - - - (3) Unrealized loss on certain derivatives - 5 - - - - - - - - 5 Tax settlements - - - - - - - - - - - Other - 3 16 (1) (3) 2 1 13 - - 31 Adj. EBITDA before non-controlling interests ($1,257) $311 $108 $55 ($15) $35 ($1) $2 $271 ($1) ($492) Adjusted EBITDA attributable to IEP Net income (loss) ($604) ($327) $19 $6 ($20) $5 ($12) ($19) $112 ($287) ($1,127) Interest expense, net 76 31 7 9 - 2 - 4 62 288 479 Income tax (benefit) expense - (32) (32) 6 (16) - - 2 - (5) (77) Depreciation, depletion and amortization - 127 98 14 22 22 8 4 92 - 387 EBITDA attributable to IEP ($528) ($201) $92 $35 ($14) $29 ($4) ($9) $266 ($4) ($338) Impairment - 334 1 - 1 5 2 - - 3 346 Restructuring - - - 2 2 1 - - - - 5 Non-service cost of U.S. based pension - - - 4 - - - - - - 4 Major scheduled turnaround expense - 20 - - - - - - - - 20 Loss (gain) on disposition of assets - - (1) - (1) (1) - - - - (3) Unrealized loss on certain derivatives - 1 - - - - - - - - 1 Tax settlements - - - - - - - - - - - Other - 2 16 (1) (3) 1 1 10 - - 26 Adjusted EBITDA attributable to IEP ($528) $156 $108 $40 ($15) $35 ($1) $1 $266 ($1) $61

EX-99.2

Exhibit 99.2

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

(New York, New York, May 7, 2019) – 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 Senior Notes due 2026 for issuance in a private placement not registered under the Securities Act of 1933, as amended. The Notes will be issued under an indenture by and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor (the “Guarantor”), and Wilmington Trust, National Association, as trustee, and will be guaranteed by the Guarantor. The proceeds from the offering will be used for general limited partnership purposes, including the possible repayment of existing senior unsecured notes or to fund potential acquisitions. There can be no assurance that the issuance and sale of any debt securities of the Issuers 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 eight primary business segments: Investment, Energy, Automotive, Food Packaging, Metals, Real Estate, Home Fashion and Mining.

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. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors, including 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 private funds which we manage, losses in the private funds and loss of key employees; risks related to our ability to continue to conduct our activities in a manner so as to not be deemed an investment company under the Investment Company Act of 1940, as amended; 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; risks related to our automotive activities, including exposure to adverse conditions in the automotive industry; risks related to our food packaging activities, including competition from better capitalized competitors, inability of our 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 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